ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Extension of Loan Agreement

On January 10, 2020, David Mintz, Chairman of the Board of Directors and Chief Executive Officer of the Registrant, and the Registrant agreed to extend the $500,000 promissory note, referenced in the following paragraphs, until December 31, 2022. All of the terms of the convertible promissory note remain in effect, other than the "Conversion Price," which is $1.77 per share, the closing price of the Common Stock of the Registrant on the OTCQB on January 10, 2020.

The promissory note, which was originally entered into on January 6, 2016, bears interest at 5% per annum on a quarterly basis without compounding. The loan may be prepaid in whole or in part at any time without premium or penalty.

In any event of default, as defined in the promissory note, without any action on the part of Mr. Mintz, the interest rate will increase to 12% per annum and the entire principal and interest balance under the loan, and all other obligations of the Registrant under the loan, will be immediately due and payable, and Mr. Mintz will be entitled to seek and institute any and all remedies available to him.

The promissory note for the extended loan is attached hereto as Exhibit 10.1 and the security agreement for the promissory note is attached as Exhibit 10.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.





  (c) Exhibits

      Exhibit 10.1   Promissory Note

      Exhibit 10.2   Security Agreement

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