Item 1.01 Entry into a Material Definitive Agreement.

The Company has entered into an agreement with Charles B. Rutstein, former Chief Operating Officer of the Company, who resigned as an officer, director and employee of the Company. The agreement provides for an aggregate payment of $369,480 to be paid to Mr. Rutstein in proportionate increments in accordance with the Company's normal payroll practices during the one-year period beginning November 24, 2012, and incidental personal transition benefits.

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

(e) See Item 1.01 above.

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