On October 29, 2009, the Company entered into an agreement (the "Agreement") by and among the Company and the holders (the "Holders") of the secured convertible promissory notes issued by the Company on May 8, 2009, July 28, 2009 and September 16, 2009 (collectively, the " Notes") providing for (a) the extension of the maturity date of the promissory notes in the aggregate principal amount of $275,000 issued in September (the "September Notes") from October 31, 2009 to January 31, 2010 and (b) the reduction in the requirement that the Company reserve common shares equal to 150% of the maximum number of shares into which the Notes might be converted to 110% of said maximum number of shares. As consideration to the Holders for the entering into of the Agreement the Company issued one million shares of its common stock, $.001 par value, to the Holders in proportion to the amounts of the September Notes owned by each Holder.

The foregoing is not a complete summary of the terms of the transactions described in this Item 1.01 and reference is made to the complete text of the Agreement attached hereto as Exhibit 10.1.

As described in Item 1.01 above, which information that is required to be disclosed under this Item 3.02 is hereby incorporated by reference into this Item, on November 2, 2009, the Company issued 1,000,000 shares of the Company's Common Stock pursuant to the Agreement to four accredited investors, as such term is defined in the Securities Act of 1933, as amended (the "Securities Act"). The shares were not registered under the Securities Act or the securities laws of any state, and were offered and sold in reliance on the exemptions from registration afforded by Sections 4(2) and 4(6) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering.

(d) Exhibits:

   Exhibit
   Number                               Description
    10.1     Letter Agreement between the Company and the signatories thereto.