| From the SEC filing, 
 NUMBER OF SHARES
 
 
 After this offering, 32,751,713 shares of common stock will be outstanding,
 assuming the issuance of an aggregate of 5,000,000 shares of common stock. The
 number of shares outstanding after this offering is based on the number of
 shares outstanding as of January 31, 2000 and assumes no exercise of outstanding
 options. The 5,000,000 shares sold in this offering will be freely tradable
 without restriction under the Securities Act.
 
 
 
 The remaining 27,751,713 shares of common stock held by existing
 stockholders are restricted shares or are subject to the contractual
 restrictions described below. Restricted shares may be sold in the public market
 only if registered or if they qualify for an exception from registration under
 Rules 144, 144(k) or 701 under the Securities Act, which are summarized below.
 Of these restricted shares,
 
 
 
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