To: donpat who wrote ( 21) 4/24/2006 1:22:50 AM From: caly Respond to of 33 Well, this sheds a little light on things. sec.gov The Offering Securities Offered A total of 32,139,429 shares of our common stock, $0.001 par value per share. Shares Outstanding As of April 10, 2006, we had 29,609,022 shares of common stock outstanding. This includes 14,649,440 shares held by executive officers and directors of the Company. The shares held by such executive officers are “restricted securities” as that term is defined under Rule 144 under the Securities Act of 1933, as amended, and accordingly are subject to certain restrictions on resale. 1,304,444 of such shares are also subject to vesting requirements. See “Executive Compensation.” Members of management have also executed agreements dated July 11, 2005, which restrict them from selling more than one-twelfth of their shares of common stock per month until July 11, 2006. The number of outstanding shares set forth above does not include the 32,139,429 shares of common stock offered by the selling stockholders under this prospectus, which shares will be acquired by the selling stockholders upon the conversion of the shares of our Series A Preferred Stock and the exercise of warrants held by the selling shareholders. Up to 31,168,879 of such shares are issuable upon exercise or conversion of currently outstanding warrants and shares of Series A Preferred Stock (based on a conversion rate of 1.08 per share of Series A Preferred Stock) and (ii) 970,550 of which will be issued upon conversion of Series A Preferred Stock to be issued in payment of certain contractual registration rights penalty fees. Of the 31,168,879 shares referred to in (i) above, 1,552,924 of such shares may be issued upon the conversion of Series A Preferred Stock issued as dividends on the outstanding shares of Series A Preferred Stock, rather than being issued upon the conversion of such Series A Preferred Shares.