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THE ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK UPON CONVERSION OF PREFERRED STOCK MAY CAUSE SIGNIFICANT DILUTION OF EXISTING SHAREHOLDERS' INTERESTS. Significant dilution of existing shareholders' interests may occur if we issue additional shares of common stock underlying outstanding shares of our preferred stock or preferred stock. The number of shares of common stock issuable upon conversion of the preferred stock may constitute a significantly greater percentage of the total outstanding shares of common stock, as such conversion is based on a formula tied to the market price of the common stock.

We resolved this matter when we filed our report on Form 10-QA for the quarter ended March 31, 1999 on June 9, 1999. Material adjustments to our books were identified during the 1999 audit process and such adjustments were recorded in our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 1999. Arthur Andersen LLP recommended that our management review the effect of such adjustments on interim periods within the year ended December 31, 1999 and determine whether Quarterly Reports on Form 10-Q filed during 1999 need to be amended. Subsequently, on July 14, 2000, we filed amendments to our Reports on Form 10-QA for the quarter ended June 30, 1999, September 30, 1999 and March 31, 2000, and our Annual Report on Form 10-QA for the year ended December 31, 1999. The purpose of said amendment was to restate our financial statements to allocate revenues for allowances and to adjust revenues for products with quot;guaranteedquot; sales.

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