Summary of AVERION INTERNATIONAL CORP.

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2005 Equity Incentive Plan

Effective September 4, 2008, we amended our 2005 Equity Incentive Plan, as amended (the "Plan"), to increase the number of shares of our common stock available for issuance under the Plan from 100,000,000 shares to 150,000,000 shares. The amendment was approved by the majority of our stockholders at our Annual Meeting of Stockholders on September 4, 2008.

A copy of the 2005 Equity Incentive Plan, as amended, is attached as Exhibit 10.59 to this Current Report on Form 8-K.

2008 Cash Incentive Plan

Effective September 4, 2008, we adopted our 2008 Cash Incentive Plan (the "CI Plan"), which governs the award and payment of annual performance incentives to certain of our employees, including our executive officers. Under the CI Plan, employees eligible to participate may receive awards from an annual bonus pool upon the satisfaction of certain individual and corporate performance goals, which performance goals shall be determined by our Compensation Committee at the beginning of each fiscal year. The CI Plan is designed to ensure that the annual performance incentives to be paid to our named executive officers are fully deductible by us for federal income tax purposes in accordance with
Section 162(m) of the Internal Revenue Code. Under Section 162(m), any compensation paid pursuant to the CI Plan cannot be deducted by us for tax purposes unless and until the CI Plan has been approved by our stockholders.
The CI Plan was approved by the majority of our stockholders at our Annual Meeting of Stockholders on September 4, 2008.

A copy of the 2008 Cash Incentive Plan is attached as Exhibit 10.60 to this Current Report on Form 8-K.

Item 8.01. Other Events

We held an Annual Meeting of Stockholders of the Company on September 4, 2008 (the "Annual Meeting"). At the Annual Meeting, our stockholders elected the following directors to office and approved the following actions:

Proposal 1 - Election of Directors



The following directors were elected to hold office until our 2009 Annual
Meeting or until their successors have been duly elected and qualified:



                                                            Broker
                           For       Against   Withhold    Non-Votes
Philip T. Lavin        402,694,712         0   1,790,378           0
Michael Falk           402,693,862         0   1,791,228           0
Cecilio M. Rodriguez   402,693,562         0   1,791,528           0
Robert D. Tucker       402,695,862         0   1,789,228           0
Alastair McEwan        402,694,712         0   1,790,378           0
James Powers           402,696,712         0   1,788,378           0

Proposal 2 - Approval of an Amendment to our Certificate of Incorporation to Increase Number of Authorized Shares of Common Stock

The following is the vote approving an amendment to our Certificate, to increase the number of shares of common stock available for issuance under our Certificate from 750,000,000 shares to 950,000,000 shares:

For Against Abstain Amendment to Certificate of Incorporation 372,553,997 31,931,093 0

Proposal 3 - Approval of an Amendment to our Certificate of Incorporation to Effect a Reverse Stock Split at the Discretion of the Board of Directors

The following is the vote approving an amendment to our Certificate to effect a reverse stock split of all outstanding and authorized shares of our common stock to be declared by our Board of Directors (the "Board") at any time prior to September 4, 2009 in a ratio not to exceed seventy five (75) shares to one
(1) share, the precise timing and ratio of such reverse stock split to be determined by our Board in its sole discretion:

                                                                               Broker
                                        For         Against       Abstain     Non-Votes
Amendment to Certificate of
Incorporation                       370,816,751    33,243,627      424,712            0

Proposal 4 - Approval of an Amendment to our 2005 Equity Incentive Plan to Effect a Reverse Stock Split

The following is the vote approving an amendment to our 2005 Equity Incentive Plan, as amended, to increase the number of shares of our common stock available for issuance under the Plan from 100,000,000 shares to 150,000,000 shares:

                                                                              Broker
                                           For        Against     Abstain   Non-Votes
2005 Equity Incentive Plan Amendment   350,758,266   10,211,641    27,700   43,487,483

Proposal 5 -Approval of 2008 Cash Incentive Plan



The following is the vote approving our 2008 Cash Incentive Plan, which governs
the award and payment of annual performance incentives to certain of our
employees, including executive officers:



                                                                 Broker
                               For        Against     Abstain   Non-Votes
2008 Cash Incentive Plan   382,435,524   21,891,354   158,211           0

Proposal 6 - Ratification and Appointment of Schneider Downs & Co., Inc. to serve as our independent accountants for fiscal year 2009

The following is the vote approving the ratification and appointment of Schneider Downs & Co., Inc. to serve as our independent registered public accounting firm for fiscal year 2009:

                                                    For         Against      Abstain
Ratification and appointment of Schneider
Downs & Co., Inc.                               404,032,249      319,901      132,940