Item 1.01 Entry into a Material Definitive Agreement.

Employment Agreements with Mr. David Lamadrid and Vince Capponi On February 2, 2009, we entered into employment agreements (the "Agreements") with David Lamadrid and with Vince Capponi (collectively, the "Employees," and individually, the "Employee"). Such Agreements were entered into on February 2, 2009 but were retroactively effective as of January 1, 2009.

Pursuant to Mr. Capponi's Agreement, we renewed his appointment as our Chief Operating Officer (the "COO") to perform the services and duties that are normally and customarily associated with the COO position as well as other associated duties as our Chief Executive Officer reasonably determines. Mr. Capponi's employment has a term of one (1) year with an initial base compensation of $205,303 payable in equal semi-monthly installments in accordance with our usual practice.

Pursuant to Mr. Lamadrid's Agreement, we renewed his appointment as our Chief Financial Officer (the "CFO") to perform the services and duties that are normally and customarily associated with the CFO position as well as other associated duties as our Chief Executive Officer reasonably determines. Mr. Lamadrid's employment has a term of one (1) year with an initial base compensation of $175,000 payable in equal semi-monthly installments in accordance with our usual practice.

Both Agreements provide a condition for early termination whereby the Employee may be terminated within 15 calendar days of notice for "justifiable cause". In addition, we have the right to suspend the Employee from his position and duties without compensations if they engage in certain unacceptable actions until either the action is dropped or a final adjudication of the Employee's actions is made by a court of competent jurisdiction. Finally, we have the right to terminate the Employee's employment in the event of such Employee's permanent disability, with the disability benefits being activated 90 days after such termination.

Under the terms of the Agreements, each Employee is prohibited from disclosing any of our confidential information, directly or indirectly, or using such information either during the term of his employment or at any time thereafter, except as required in the course of his employment with us. In addition, the Employee is prohibited for a period of one (1) year from his respective separation date with us from engaging in any business in competition with us in the United States.

Complete copies of the Agreements with Mr. Lamadrid and Mr. Capponi are attached to this current report as Exhibits 10.1 and Exhibit 10.2, respectively.