NOTE 17.  SUBSEQUENT EVENT

Peter Metcalf

Mr. Peter Metcalf provided the Company with notice, which became effective on November 5, 2015, that he will voluntarily terminate his Employment Agreement, dated as of June 5, 2013, with the Company and will retire as the Company’s Chief Executive Officer effective as of December 31, 2015. In connection therewith, Mr. Metcalf has provided a general release of the Company, and will not compete with the Company for a period of five years after the effective date of his retirement as the Company’s Chief Executive Officer.

Amendment No. 1 to Second Amended and Restated Loan Agreement

On November 9, 2015, the Company together with its direct and indirect domestic subsidiaries entered into a first amendment (the “Amendment”) to the second amended and restated loan agreement dated as of October 31, 2014 (the “Loan Agreement”) with the Lender.  Pursuant to the Amendment the minimum net worth financial covenant required to be maintained by the Company and each of its domestic wholly-owned subsidiaries for the year ending December 31, 2015 was reduced from $240,000 to $170,000 with an annual increase of $2,000 for each fiscal year thereafter, and certain additional changes were also made to the Loan Agreement.