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The share Outstanding does not give effect to:

The number of shares of common stock to be outstanding after this offering is based on 46,631,079 shares of common stock outstanding as of April 30, 2007. This number includes all issued and outstanding shares of unvested restricted common stock and excludes

• 8,678,473 shares of common stock issuable upon the exercise of stock options outstanding as of April 30, 2007

• 2,451,838 shares of common stock reserved as of April 30, 2007 for future issuance under stock compensation plans

• 312,781 shares of common stock issuable upon the exercise of warrants outstanding as of April 30, 2007.

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Use of proceeds

Estimate net proceeds to company from this offering will be approximately $81.7 million,after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by company. A $1.00 increase (decrease) in the assumed initial public offering price of $10.00 per share would increase (decrease) the net proceeds from this offering by approximately $8.4 million, assuming that the number of shares offered by company remains the same.

• Company intend to use the net proceeds to it from this offering for working capital and other general corporate purposes, including the development of new products, sales and marketing activities, capital expenditures and the costs of operating as a public company. Company do not have a specific plan, timeline or budget for the allocation of the net proceeds from this offering among potential general corporate purposes. 

• Company also intend to use a portion of the net proceeds to repay outstanding debt under two loan agreements 

As of April 30, 2007 company had $5.9 million outstanding under a term loan credit facility, dated June 14, 2005.  All unpaid principal and accrued interest under this loan is due and payable in full on June 1, 2009. Under the terms of this loan, the interest rate for each advance is the prime rate plus 4% and was between 10% to 12% at the time of each advance. 

In addition, on January 31, 2007 company entered into a revolving credit facility to borrow up to an additional $15.0 million. All outstanding debt incurred under this revolving facility will become payable on January 30, 2008. Interest rate under this revolving facility is 1% below the prime rate, and at April 30, 2007 was 7.25%. As of April 30, 2007, company had $4.0 million outstanding under this revolving credit facility.

• Company may use a portion of the net proceeds to expand its current business through acquisitions of complementary companies, assets or technologies. Company currently have no agreements or commitments for any acquisitions.

• To create a public market for its  common stock.

• Increase its visibility in the marketplace.

• Provide liquidity to existing stockholders.

The amount and timing of what company actually spend for these purposes may vary significantly and will depend on a number of factors, including future revenue and cash generated by operations.

Pending the uses described above, company intend to invest the net proceeds to it in investment-grade, interest-bearing securities including corporate, financial institution, federal agency and U.S. government obligations.

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