Item 1.01 - Entry Into a Material Definitive Agreement.

Employment Agreements
On November 30, 2009, the Company entered into employment agreements with each of Richard Kurtz, the Company’s Chief Executive Officer (the “CEO”), Robin Risser, the Company’s Chief Financial Officer (the “CFO”), and Steven Williamson, the Company’s Chief Technology Officer (the “CTO” and, collectively with the CEO and CFO, the “Executives”). Pursuant to the terms of the respective employment agreements, each Executive will continue to be employed by the Company in his current position for an indefinite period commencing on November 30, 2009.

The employment agreement with the CEO provides for an annual base salary of $295,000, subject to possible increases no less frequently than annually. The agreement further provides that, under the Company’s Executive Incentive Compensation Plan or any successor plan (“Bonus Plan”), the CEO will be eligible to receive additional compensation equal to up to 50% (or more) of his annual base salary based upon predetermined measurable goals.

The employment agreements with each of the CFO and CTO provide for an annual base salary of $225,000 and $210,000, respectively, subject to possible increases no less frequently than annually. Each agreement further provides that, under the Bonus Plan, each Executive will be eligible to receive additional compensation equal to up to 35% (or more) of his annual base salary based upon predetermined measurable goals.

If an Executive’s employment is terminated by himself for good reason or by the Company without cause or due to the Executive’s disability, each agreement provides that, subject to the Executive’s execution and delivery of a general release, the Company will, for a period of two years commencing upon such termination (the “Pay-Out Period”), among other things, (i) continue to pay to the Executive his base salary then in effect and (ii) use its reasonable best efforts to ensure that the Executive continues to participate in the Company’s group medical and dental health insurance plans and, in any event, pay an amount equal to the monthly costs for such coverage. Each agreement further provides that upon termination the Executive will be subject to standard limitations upon competition or interference with the Company for the longer of any Pay-Out Period or one year.

This summary of the employment agreements with the CEO, CFO and CTO is qualified in its entirety by reference to the respective employment agreements, which are filed herewith as Exhibits 10.1, 10.2 and 10.3 and incorporated by reference herein.

Amendments of Promissory Notes
In connection with the Company’s acquisition of Picometrix, Inc. on May 2, 2005, the Company issued four-year secured promissory notes (the “Notes”) payable to the CFO and CTO, the stockholders of Picometrix at the time. The Notes bear interest at the annual rate of prime plus 1.0%. On November 30, 2009, the Company and the CFO and CTO entered into fourth amendments to the Notes (the “Fourth Amendments”). Prior to the effective date of the Fourth Amendments, the Notes were payable in five installments, of which three installments had been paid, the fourth installment (in the aggregate principal amount of $450,000) was payable on December 1, 2009 and the fifth installment (in the aggregate principal amount of $950,500) was payable on March 1, 2010. The Fourth Amendments revise the payment schedule for the fourth and fifth installments (in aggregate) as follows: