Potential Anti-Takeover EffectsIf the Proposed Amendments are...

Potential Anti-Takeover Effects

If the Proposed Amendments are approved by our stockholders and the
reverse stock split is implemented, the increased proportion of
unissued authorized shares to issued shares could, under certain
circumstances, have an anti-takeover effect. These authorized but
unissued shares could be used by the Company to oppose a hostile
takeover attempt or to delay or prevent a change of control or
changes in or removal of our board of directors, including a
transaction that may be favored by a majority of our stockholders or
in which our stockholders might receive a premium for their shares
over then-current market prices or benefit in some other manner. For
example, without further stockholder approval, our board of directors
could issue and sell shares thereby diluting the stock ownership of a
person seeking to effect a change in the composition of our board of
directors or to propose or complete a tender offer or business
combination involving us and potentially strategically placing shares
with purchasers who would oppose such a change in our board or such a
transaction. Although the increased proportion of unissued authorized
shares to issued shares could, under certain circumstances, have an
anti-takeover effect, the reverse stock split is not being proposed
in response to any effort of which we are aware to accumulate the
shares of our common stock or obtain control of us, nor is it part of
a plan by our management to recommend a series of similar amendments
to our board of directors and stockholders.

Regards
Quik.