UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

~~December~~April 1019, ~~2004~~2005

Date of Report (Date of Earliest Event Reported)

ESSENTIAL GROUP, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware

(State or other jurisdiction of incorporation or organization)

~~incorporation~~0-32601 or(Commission ~~organization~~File Number) 33-0597050 (I.R.S. Employer Identification Number)

0-32601		33-0597050
(Commission File Number)		(I.R.S. Employer Identification Number)

1325 Tri-State Parkway, Suite 300

Gurnee, Illinois 60031

(Address of principal executive offices, including zip code)

(847) 855-7676

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On ~~December~~or 10about October 28, 2004, Essential Group, Inc. (the “Company”) entered into aAmendment ~~letter~~No. ~~agreement~~1 ~~with~~To ~~one~~Employment, ~~of its directors~~Confidentiality, ~~Pradip~~Non-Competition K.and ~~Banerjee,~~Severance ~~Ph.D.~~Agreement, ~~under~~dated ~~which Dr. Banerjee agreed to serve~~ as ~~Chairman~~ of ~~the~~October ~~Board~~28, ~~of the Company. Dr. Banerjee was originally appointed to the Board in August~~ 2004. ~~As consideration~~(“Amendment ~~for his services as Chairman, Dr~~No. ~~Banerjee will receive an annual retainer of $20~~1”),~~000,~~ towith beDennis ~~paid in quarterly installments~~N. ~~Dr. Banerjee will also receive a one-time grant of an option to purchase up to 25~~Cavender,~~000~~ ~~shares of Class A common stock of~~ the Company’s ~~and~~Executive ~~will be granted~~Vice President, onChief anFinancial ~~annual~~Officer ~~basis,~~and ~~options~~Secretary. toAmendment ~~purchase~~No. ~~up to~~ 1~~,000~~ ~~shares~~amends ofcertain ~~Class~~terms ~~A common stock for each quarterly Board meeting that he attends, up to 1,000 shares~~ of ~~Class~~the ~~A common stock for each Board subcommittee on which he is a member~~Employment, ~~up to 1~~Confidentiality,~~000~~ ~~shares~~Non-Competition ~~of Class A common stock for each Board subcommittee on which he is the Chairperson~~ and upSeverance ~~to 1~~Agreement,~~000~~ ~~shares~~dated ~~of Class A common stock for serving~~ as ~~Chairman~~ of ~~the~~October ~~Board.~~27, ~~Each~~2003 of (the ~~options~~“Agreement”), ~~described~~previously ~~above~~entered ~~will~~into bebetween ~~exercisable at~~ the ~~fair~~Company ~~market~~and ~~value per share on the date of grant of the options~~Mr. ~~The~~Cavender ~~terms~~ and ~~conditions~~filed ofas ~~options~~Exhibit ~~granted~~10.8 to ~~Dr.~~the ~~Banerjee~~Company’s asAnnual ~~consideration~~Report ~~for~~on ~~his~~Form ~~services~~10-K asfor ~~Chairman and as a director will be governed by~~ the ~~Company’s Amended~~year ~~and~~ended ~~Restated~~December ~~1996~~31, ~~Director Stock Option Plan~~2003.

~~In addition~~Specifically, toAmendment ~~and separate from Dr~~No. ~~Banerjee’s~~1 ~~role as Chairman~~extends, ~~the~~from ~~letter~~three ~~agreement~~months ~~provides that Dr. Banerjee will act as an independent consultant~~ to ~~management~~six ofmonths, the ~~Company for the~~ period ~~September 1, 2004 through December 31, 2005. As consideration~~ for ~~his~~which ~~consulting services, Dr~~Mr. ~~Banerjee~~Cavender ~~(i)~~ will be entitled to receive, ~~immediately~~payments ~~prior~~following termination ~~to the consummation~~ of ahis ~~change~~employment in ~~control~~specified ~~transaction,~~circumstances. anAmendment ~~amount~~No. ~~equal to~~ 1~~.5%~~ ofalso increases the amount ~~that holders~~ of ~~Series~~payments ~~A-1~~that ~~through~~Mr. ~~A-7~~Cavender ~~preferred stock of the Company otherwise~~ would ~~have~~be ~~been~~ entitled to receive asfollowing onsuch ~~account~~termination offrom ~~their~~one-fourth ~~liquidation preferences and (ii) will receive an option to purchase up to 150,000 shares~~ of ~~Class~~his Ahighest ~~common~~annual ~~stock,~~salary atduring ~~an exercise price per share of $1.25, which option is exercisable only in~~ the event of a public offering of the Company’s capital stock of the type specified in the letter agreement and provided that Dr. Banerjee has not received the amount specified above in respect of a change in ~~control~~three-year ~~transaction.~~period ~~The~~prior ~~terms and conditions of the option granted~~ to ~~Dr. Banerjee as consideration for~~ his ~~services~~termination ~~as an independent consultant~~ to ~~management~~one-half ~~will~~of behis ~~governed~~highest byannual ~~the~~salary ~~Company’s~~during ~~1996~~that ~~Consultants~~three-year ~~Warrant Stock Plan~~period.

~~This~~On ~~summary~~or ofabout December 1, 2004, the ~~terms~~Company entered into Amendment No. 2 To Employment, Confidentiality, Non-Competition and ~~conditions~~Severance Agreement, dated as of ~~the~~December ~~letter~~1, ~~agreement~~2004 ~~is qualified~~(“Amendment inNo. ~~its~~2”) ~~entirety~~with byMr. ~~the~~Cavender. ~~text~~Amendment ofNo. ~~the~~2 ~~letter~~increases ~~agreement~~Mr. ~~between~~Cavender’s ~~the~~annual ~~Company~~gross ~~and~~base Drsalary from $166,666.67 ~~Banerjee~~to $200,000.00. aAmendment ~~copy~~No. of2 ~~which~~also decreases the amount that the Company is ~~attached~~required to pay ~~this~~to ~~Current~~Tatum ~~Report~~CFO asPartners, ~~Exhibit~~LTD., 10which provides access to its resources for use in Mr. Cavender’s employment with the Company, from $2,777.78 per month to $1,000.00 per month.

In each case, the above summaries of Amendment No. 1 and Amendment No. 2 are qualified in their entirety by reference to Amendment No. 1 and Amendment No. 2, respectively, copies of which are attached hereto as Exhibit 10.1 and 10.2 of this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibits

10.1 ~~Letter~~Amendment No. 1 To Employment, Confidentiality, Non-Competition and Severance Agreement, dated ~~December~~as 10of October 28, 2004, between Essential Group, Inc. and ~~Pradip~~Dennis KN. ~~Banerjee, Ph~~Cavender.D.

10.2 Amendment No. 2 To Employment, Confidentiality, Non-Competition and Severance Agreement, dated as of December 1, 2004, between Essential Group, Inc. and Dennis N. Cavender.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ESSENTIAL GROUP, INC.
	By:	/s/ Dennis N. Cavender
Date: December 13, 2004		Dennis N. Cavender
Date: April 19, 2005		Dennis N. Cavender Executive Vice President, Chief Financial Officer and Secretary
		Chief Financial Officer and Secretary

EXHIBIT INDEX

10.2 Amendment No. 2 To Employment, Confidentiality, Non-Competition and Severance Agreement, dated as of December 1, 2004, between Essential Group, Inc. and Dennis N. Cavender.

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