Item 1.01 Entry into a Material Definitive Agreement.

On October 13, 2009, we entered into a letter agreement amending and waiving certain provisions of the agreement dated April 7, 2009 with Avalon Portfolio, LLC, one of our shareholders (Avalon), and certain affiliates of Avalon. Pursuant to the letter agreement, the parties waived any rights they had to mutually select an additional independent director and agreed that there have been no breaches with respect to such provision.

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

On October 13, 2009, the employment of Steven G. Books, Chief Operating Officer, was terminated effective November 30, 2009, in connection with the Company's reorganization. The Company has no current plans to refill the role of Chief Operating Officer.

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