ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On August 6, 2009, we signed a $8.0 million common stock purchase agreement with Fusion Capital Fund II, LLC, an Illinois limited liability company. Concurrently with entering into the common stock purchase agreement, we entered into a registration rights agreement with Fusion Capital. Under the registration rights agreement, we agreed to file a registration statement related to the transaction with the U.S. Securities & Exchange Commission ("SEC") covering the shares that have been issued or may be issued to Fusion Capital under the common stock purchase agreement. After the SEC has declared effective the registration statement related to the transaction, we have the right over a 25-month period to sell our shares of common stock to Fusion Capital from time to time in amounts between $75,000 and $2.0 million, depending on certain conditions as set forth in the agreement, up to an aggregate of $8.0 million.

In consideration for entering into the agreement, upon execution of the common stock purchase agreement we will issue to Fusion Capital 86,933 shares of our common stock as a commitment fee upon approval from the NYSE Amex Equities stock market. Also, we will issue to Fusion Capital an additional 86,933 shares as a commitment fee pro rata as we receive the $8.0 million of future funding. The purchase price of the shares related to the $8.0 million of future funding will be based on the prevailing market prices of the Company's shares at the time of sales without any fixed discount, and the Company will control the timing and amount of any sales of shares to Fusion Capital. Fusion Capital shall not have the right or the obligation to purchase any shares of our common stock on any business day that the price of our common stock is below $1.00. The common stock purchase agreement may be terminated by us at any time at our discretion without any cost to us. There are no negative covenants, restrictions on future fundings, penalties or liquidated damages in the agreement. The proceeds received by the Company under the common stock purchase agreement will be used to fund general corporate operations, including without limitation the marketing and sale of our pain management device.

The foregoing description of the common stock purchase agreement and the registration rights agreement are qualified in their entirety by reference to the full text of the common stock purchase agreement and the registration rights agreement, a copy of each of which is attached hereto as Exhibit 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.1 Common Stock Purchase Agreement, dated as of August 6, 2009, by and between the Company and Fusion Capital Fund II, LLC.

10.2 Registration Rights Agreement, dated as of August 6, 2009, by and between the Company and Fusion Capital Fund II, LLC.

10.3 Press Release