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

On January 1, 2023, the Registrant entered into a new consulting agreement (the "Consulting Agreement") between Jan H. Loeb and the Registrant extending its arrangements for compensation of Mr. Loeb for his services as President and CEO of the Registrant and as principle executive officer of the Registrant's OmniMetrix subsidiary in the capacity of Acting CEO.

Pursuant to the Consulting Agreement, Mr. Loeb will receive cash compensation of $16,000 per month for service as President and CEO of the Registrant, and an additional $10,000 per month for so long as he serves as Acting CEO of OmniMetrix. Mr. Loeb also received a grant of options on January 1, 2023, to purchase 35,000 shares of the Registrant's common stock, which are exercisable at an exercise price equal to the December 30, 2022, closing price of the common stock of $0.35 per share. Twenty-five percent (25%) of the options were vested immediately; the remaining options shall vest in three equal increments on April 1, 2023, July 1, 2023 and October 1, 2023. The exercise period and other terms are otherwise substantially the same as the terms of the options granted by the Registrant to its outside directors.

The Consulting Agreement expires on December 31, 2023, unless terminated early as provided therein.

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