Required Vote

                Under the Internal Revenue Code, stockholder approval of the 2009 Stock Incentive Plan is necessary for stock options relating to the shares issuable under the 2009 Stock Incentive Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code. In addition, NASDAQ rules require stockholder approval of the 2009 Stock Incentive Plan. Approval for purposes of the Internal Revenue Code and the NASDAQ rules require the affirmative vote of a majority of the shares of common stock present or represented at the meeting and entitled to vote on the 2009 Stock Incentive Plan.

                If the 2009 Stock Incentive Plan is approved by our stockholders, we intend to file, as soon as practicable after such approval, a registration statement covering the shares of our common stock that are issuable under the 2009 Stock Incentive Plan.

        THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE 2009 STOCK INCENTIVE PLAN.

Required Vote

        Under the Internal Revenue Code, stockholder approval of the 2007 Stock Incentive Plan is necessary for stock options relating to the shares issuable under the 2007 Stock Incentive Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code. In addition, NASDAQ rules require stockholder approval of the 2007 Stock Incentive Plan. Approval for purposes of the Internal Revenue Code and the NASDAQ rules require the affirmative vote of a majority of the shares of common stock present or represented at the meeting and entitled to vote on the 2007 Stock Incentive Plan.

        If the 2007 Stock Incentive Plan is approved by our stockholders, we intend to file, as soon as practicable after such approval, a registration statement covering the shares of our common stock that are issuable under the 2007 Stock Incentive Plan.

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Required Vote

        Under the Internal Revenue Code, stockholder approval of the 2006 Stock Incentive Plan is necessary for stock options relating to the shares issuable under the 2006 Stock Incentive Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code. In addition, NASDAQ rules require stockholder approval of the 2006 Stock Incentive Plan. Approval for purposes of the Internal Revenue Code and the NASDAQ rules require the affirmative vote of a majority of the shares of common stock present or represented at the meeting and entitled to vote on the 2006 Stock Incentive Plan.

        If the 2006 Stock Incentive Plan is approved by our stockholders, we intend to file, as soon as practicable after such approval, a registration statement covering the shares of our common stock that are issuable under the 2006 Stock Incentive Plan.

        OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE 2006 STOCK INCENTIVE PLAN.