On November 18, 2008, the Company entered into a Note Purchase Agreement (the "Note Purchase Agreement") with W.Health L.P. (the "Investor"), relating to the sale (the "Debt Financing") of a $3.0 million secured promissory note (the "Note"). The Note has an interest rate of 15% per annum and is scheduled to mature six months following the closing of the Debt Financing, which is subject to customary closing conditions.

Upon the closing of the Debt Financing, the Company will enter into a Security Agreement with the Investor (the "Security Agreement") to secure the Company's obligation to repay the Note and the notes previously issued to the Investor with a lien on all of the Company's personal property and assets.

The descriptions of the Note Purchase Agreement, the Note and the Security Agreement above do not purport to be complete and are qualified in their entirety by reference to the complete text of the forms of such agreements, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

The information contained in Item 1.01 is incorporated herein by reference.

(d) Exhibits

10.1   Note Purchase Agreement
10.2   Form of Security Agreement
10.3   Form of Note