ITEM 1.01 ENTRYINTO A MATERIAL DEFINITIVE AGREEMENT

On September 30, 2009, we entered into a Common Stock Purchase Agreement and a Registration Rights Agreement (collectively the "Agreements") dated August 25, 2009 with Bodie Investment Group Inc., a Michigan corporation ("Bodie") located in Oak Park, Michigan under which we sell a number of shares of our common stock to Bodie in consideration of $6,000,000. The purchase price of the shares of common stock will be 90% of the then current market price, but in no event will shares of common stock be purchased for less than $0.05. In consideration of the foregoing, we are obligated to issue Bodie 3,000,000 restricted shares of common stock and cashless warrants to acquire and additional 9,000,000 restricted shares of common stock. Prior to Bodie's obligation to purchase any shares, all of the shares and warrants must be registered in an effective registration statement filed with the SEC and applicable states.