On December 3, 2008, the Company committed to a restructuring plan that includes a reduction in force of approximately 40 positions. The plan is intended to improve operational efficiencies and allow us to better compete in the marketplace. We expect the reduction of our workforce to be completed by August 31, 2009.

As a result of this plan, we expect to incur restructuring charges in the quarter ended December 31, 2008 related to one-time employee related costs of approximately $86,000. The $86,000 in costs will result in future cash expenditures as follows: we estimate that $24,000 will be paid within the next month and that the remaining $62,000 will result in payments to be made over the next 9 months.

(e) On January 10, 2008, we entered into an Employment Agreement with Dr. Markus H. Weissbach, our Chief Executive Officer (the "Weissbach Employment Agreement"). Effective December 4, 2008, we entered into an Amendment to the Weissbach Employment Agreement with Dr. Weissbach (the "Weissbach Amendment"). Pursuant to the Weissbach Amendment, Section 3.2 of the Weissbach Employment Agreement has been amended such that (i) for calendar year 2008, the maximum annual bonus Dr. Weissbach will be eligible to receive has been reduced from one hundred percent (100%) to seventy five percent (75%) of his then in effect base salary; and (ii) for calendar year 2009 and thereafter, the maximum annual bonus Dr. Weissbach will be eligible to receive has been reduced from one hundred percent (100%) to fifty percent (50%) of his then in effect base salary. The remainder of the Weissbach Employment Agreement remains unchanged and continues in full force and effect.

A copy of the Weissbach Amendment is attached as Exhibit 10.61 to this Current Report on Form 8-K.

FORWARD LOOKING STATEMENTS - Included in this Current Report on 8-K and the press release are "forward-looking statements." Statements in this Current Report on 8-K and the press release that are forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties. In some cases, forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations reflected in such forward-looking statements will prove to have been correct. Our actual results could differ materially from those anticipated in the forward-looking statements. We refer you to the cautionary statements and risk factors set forth in the documents we file with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-KSB. We are not under any obligation (and expressly disclaims any obligation) to update or alter our forward-looking statements, whether as a result of new information, future events, or otherwise.

(d) Exhibits.

       10.61    Amendment, dated December 4, 2008, to Employment Agreement, dated
                January 10, 2008, by and between Averion International Corp. and
                Dr. Markus Weissbach