Item 1.01. Entry into a Material Definitive Agreement

In June 2008, Citigroup Global Markets, Inc. ("Citigroup") provided to the Company a revolving credit facility with Citigroup for borrowings of up to, and secured only by, 50% of the Company's auction rate securities ("ARSs"). Citigroup offered the revolving credit facility to the Company as a short-term solution to the lack of liquidity in the ARS market.

As of June 30, 2008, the Company held $9,250,000 in municipal student loan backed auction rate securities with triple "A" credit rating. The maximum amount available under the line of credit is $4,625,000. The revolving credit facility contains no financial covenants. Any borrowings under the revolving credit facility accrue interest at a variable rate based on short-term market interest rates plus 1.75%. The Company made an initial borrowing under the revolving credit facility in June 2008 of $2.5 million.

On September 10, 2008, the Company drew down an additional $1.575 million under the revolving credit facility in order to increase its available cash. There is currently an aggregate of $4.1 million outstanding under the revolving credit facility, which is due on demand by Citigroup.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Form 8-K is herein incorporated by reference.

---