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.