Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, Eric Ashman resigned as the Company's Chief Financial Officer, effective May 8, 2009. Effective the same day, Richard Broitman, the Company's Vice President of Finance, was appointed to the interim position of the Company's Acting Chief Accounting Officer.

Upon his resignation, Mr. Ashman entered into an agreement with the Company containing certain separation, severance and release provisions, including the continuation of certain non-competition, confidentiality and intellectual property provisions of his prior employment agreement, and providing for the payment to him of $100,000. In accordance with applicable law, Mr. Ashman may revoke the agreement during the seven days following his execution thereof.

In connection with his service as Acting Chief Accounting Officer, in addition to his current annual salary of $180,000, the Company and Mr. Broitman have entered into a letter agreement providing that as compensation for such service Mr. Broitman will be paid a discretionary bonus of at least $20,000, provided certain performance standards are achieved.

Mr. Broitman, who is 56, joined the Company as its Controller in July 2000 and was appointed Vice President of Finance in October 2007. Before joining the Company, Mr. Broitman was Controller of Individual Investor Group, an online and print media company, was Director of International Royalties for Bertelsmann Music Group and worked in an audit capacity for both Deloitte Touche Tohmatsu (formerly Touche Ross & Co.) and CBS Corporation.

Item 9.01Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number Description
10.1 Agreement with Eric Ashman dated May 8, 2009

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