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

On July 20, 2007, the Registrant entered into an amended and restated employment agreement with its Chief Executive Officer Steve H. Kanzer (the “Amended Employment Agreement”). The Amended Employment Agreement provides that Mr. Kanzer’s annual salary is reduced from $295,000 to $195,000 beginning on July 21, 2007 and that Mr. Kanzer has waived the salary that he earned from November 1, 2006 through July 20, 2007 in the amount of $275,254 and the bonus of $100,000 that Mr. Kanzer earned as of January 1, 2007 both under the prior employment agreement. Mr Kanzer has instead contributed to the Registrant that total amount of compensation of $375,254 as a capital contribution for no consideration to Mr. Kanzer.

The Amended Employment Agreement also provides that the term of Mr. Kanzer’s employment remains through January 3, 2009, unless earlier terminated, that Mr. Kanzer will continue to receive a bonus of $100,000 on the first day of each calendar year during the term of the Amended Employment Agreement and that the stock options previously granted to Mr. Kanzer will remain in effect on their same terms and conditions, including their vesting schedule.

The Amended Employment Agreement also provides that the Registrant may award Mr. Kanzer a discretionary transactional bonus payable in cash or equity in the sole discretion of the Registrant’s compensation committee and board of directors if the corporation or one of its subsidiaries enters into a significant transaction in which Mr. Kanzer is directly or indirectly involved.