Item 1.01 Entry into a Material Definitive Agreement

On June 9, 2009, we entered into Royalty Waiver Agreement by and between us and Thomas J. Shaw, our Founder, President, and Chief Executive Officer who holds 8,700,000 shares of common stock as well as controls an additional 2,800,000 shares through a Voting Agreement. This Royalty Waiver Agreement waives royalties under that certain Technology License Agreement, by and between us and Mr. Shaw, dated effective as of the 23rd day of June 1995, as subsequently amended (the "License Agreement"), under which Mr. Shaw is entitled to be paid a five percent (5%) royalty on all gross sales after returns of "Licensed Products" (as defined in the License Agreement).

The Royalty Waiver Agreement provides that Mr. Shaw waives payment of and releases any and all claim to unpaid royalties that would otherwise be payable directly to him, beginning with royalties attributable to the third calendar quarter of 2009, until such royalties waived equal One Million Dollars ($1,000,000.00) payable by us directly to Mr. Shaw for sales of "Licensed Products" pursuant to the terms of the License Agreement.