June 6, 2005, 175,260,876 shares of Common Stock were issued and outstanding,
6,406,665 shares were reserved for issuance pursuant to outstanding options
under the Company’s 1994 Stock Option Plan, 9,885,320 were reserved for issuance
upon conversion of the Series D and Series EE Preferred Stock and 7,084,855
shares were reserved for issuance upon exercise of outstanding warrants.
Therefore, of the 200,000,000 shares of Common Stock currently authorized by
the
Certificate, only 1,362,284 shares are presently available for general corporate
purposes. Assuming Proposal Two is approved by the stockholders, a total of
198,637,716 shares of Common Stock will be outstanding or reserved for issuance
upon exercise or conversion of outstanding preferred stock, options and
warrants, and 101,362,284 shares will be available for general corporate
purposes.