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                                                                  EXHIBIT 99.1

          Risk Factors
          incorporated by reference to Annual Report on Form 10-K.

          You should carefully consider the risks described below, together with
          all of the other information in our SEC filings, before making an
          investment decision to buy or sell our common stock. If any of the
          following risks actually occur, our business, financial condition or
          results of operations could be materially harmed. If our business is
          harmed, the trading price of our common stock could decline, and you
          may lose all or part of your investment. Our SEC reports may also
          contain forward-looking statements that involve risks and
          uncertainties. Our actual results could differ materially from those
          anticipated in these forward-looking statements as a result of certain
          factors, including the risks faced by us described below and elsewhere
          in our reports.

          OUR SALES REFLECT THE CYCLICALITY OF THE SEMICONDUCTOR INDUSTRY, WHICH
          CAN CAUSE OUR OPERATING RESULTS TO FLUCTUATE SIGNIFICANTLY AND COULD
          CAUSE US TO FAIL TO ACHIEVE ANTICIPATED SALES

          Our business depends in significant part upon capital expenditures by
          manufacturers of semiconductor devices, including manufacturers that
          are opening new or expanding existing fabrication facilities. The
          level of capital expenditures by these manufacturers of semiconductor
          devices depends upon the current and anticipated market demand for
          such devices and the products utilizing such devices. The
          semiconductor industry is highly cyclical. The industry has in the
          past, and will likely in the future, experience periods of oversupply
          that result in significantly reduced demand for capital equipment,
          including our systems. When these periods occur, our operating results
          and financial condition are adversely affected. For instance, we were
          affected by a severe downturn in the semiconductor industry in 1998,
          during which our sales decreased for the first three consecutive
          quarters of 1998 before increasing in the fourth quarter of 1998 and
          throughout 1999. We anticipate that a significant portion of new
          orders will depend upon demand from semiconductor manufacturers and
          independent foundries who build or expand large fabrication
          facilities. If existing fabrication facilities are not expanded or new
          facilities are not built, demand for our systems may not develop or
          increase, and we may be unable to generate significant new orders for
          our systems. If we are unable to develop new orders for our systems,
          we will not achieve anticipated net sales levels. Any future downturns
          or slowdowns in the semiconductor industry will materially and
          adversely affect our net sales and operating results.

          MOST OF OUR REVENUE COMES FROM A SMALL NUMBER OF LARGE SALES, AND ANY
          DELAY IN THE TIMING OF INDIVIDUAL SALES COULD CAUSE OUR OPERATING
          RESULTS TO FLUCTUATE FROM QUARTER TO QUARTER

          A delay in a shipment near the end of a quarter may cause net sales in
          that quarter to fall below our expectations and the expectations of
          market analysts or investors. We derive most of our revenues from the
          sale of a relatively small number of expensive systems. The list
          prices on these systems range from $500,000 to over $2.2 million. At
          our current revenue level, each sale, or failure to make a sale, could
          have a material effect on us. Our lengthy sales cycle, coupled with
          customers' competing capital budget considerations, make the timing of
          customer orders uneven and difficult to predict. In addition, our
          backlog at the beginning of a quarter typically does not include all
          orders required to achieve our sales objectives for that quarter. As a
          result, our net sales and operating results for a quarter depend on us
          shipping orders as scheduled during that quarter as well as obtaining
          new orders for systems to be shipped in that same quarter. Any delay
          in
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          scheduled shipments or in shipments from new orders would materially
          and adversely affect our operating results for that quarter, which
          could cause our stock price to decline.

          OUR QUARTERLY FINANCIAL RESULTS FLUCTUATE SIGNIFICANTLY AND MAY FALL
          SHORT OF ANTICIPATED LEVELS, WHICH COULD CAUSE OUR STOCK PRICE TO
          DECLINE

          We base our operating expenses on anticipated revenue levels, and a
          substantial percentage of our expenses are fixed in the short term. As
          a result, any delay in generating or recognizing revenues could cause
          our operating results to be below the expectations of market analysts
          or investors, which could cause the price of our common stock to
          decline. Our quarterly revenue and operating results have varied
          significantly in the past and may vary significantly in the future due
          to a number of factors, including: - market acceptance of our systems
          and the products of our customers; - substantial changes in revenues
          from significant customers; - increased manufacturing overhead
          expenses due to reductions in the number of systems manufactured; -
          timing of announcement and introduction of new systems by us and by
          our competitors; - sudden changes in component prices or availability;
          - changes in product mix; - delays in orders due to customer financial
          difficulties; - manufacturing inefficiencies caused by uneven or
          unpredictable order patterns, reducing our gross margins; and - higher
          fixed costs due to increased levels of research and development and
          expansion of our worldwide sales and marketing organization. Due to
          the foregoing factors, we believe that period-to-period comparisons of
          our operating results should not be relied upon as an indicator of our
          future performance.

          WE HAVE INCURRED NET OPERATING LOSSES FOR THE PRIOR TWO YEARS, WE MAY
          NOT ACHIEVE OR MAINTAIN PROFITABILITY ON AN ANNUAL BASIS, AND IF WE DO
          NOT, WE MAY NOT UTILIZE DEFERRED TAX ASSETS

          We incurred net losses of approximately $22.4 million for the year
          ended December 31, 1998 and $800,000 for the year ended December 31,
          1999. We expect to continue to incur significant research and
          development and selling, general and administrative expenses. We will
          need to generate significant increases in net sales to achieve and
          maintain profitability on an annual basis, and we may not be able to
          do so. In addition, because of these factors, through December 31,
          1999, we had not been in a position to utilize our deferred tax
          assets. Our ability to realize our deferred tax assets in future
          periods will depend on our ability to achieve and maintain
          profitability on an annual basis. See "Management's Discussion and
          Analysis of Financial Condition and Results of Operations" for a
          further discussion of our net operating losses.

          YEAR-TO-YEAR CHANGES IN OUR LIST OF MAJOR CUSTOMERS MAKE IT DIFFICULT
          TO FORECAST OUR REVENUE AND ACHIEVE OUR SALES GOALS

          During 1999, one customer, Samsung, accounted for approximately 20% of
          our net sales. During 1998, we had no individually significant
          customers, although sales to our Japanese distributor, Marubeni,
          constituted 16% of our net sales. During 1997, one customer, Taiwan
          Semiconductor Manufacturing Company, accounted for approximately 11%
          of our net sales. Although the composition of the group comprising our
          largest customers has varied from year to year, our top ten customers
          accounted for 63% of our net sales in 1999, 56% in 1998 and 60% in
          1997. Our systems represent major capital investments that our
          customers and potential customers purchase or replace infrequently.
          Therefore, our list of major customers changes substantially from year
          to year, and we cannot predict that a major customer in one year will
          make significant purchases from us in future years. Accordingly, it is
          difficult for us to accurately forecast our revenues and operating
          results from year to year. While we actively pursue new customers, if
          we are unable to successfully make significant sales to new customers
          or sell additional systems
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          to existing customers, we may not achieve anticipated net sales levels
          and our business and operating results would suffer.

          OUR LENGTHY SALES CYCLE INCREASES OUR COSTS AND REDUCES THE
          PREDICTABILITY OF OUR REVENUE

          Sales of our systems depend upon the decision of a prospective
          customer to increase manufacturing capacity. That decision typically
          involves a significant capital commitment by our customers.
          Accordingly, the purchase of our systems typically involves time
          consuming internal procedures associated with the evaluation, testing,
          implementation and introduction of new technologies into our
          customers' manufacturing facilities. For many potential customers, an
          evaluation as to whether new semiconductor manufacturing equipment is
          needed typically occurs infrequently. Following an evaluation by the
          customer as to whether our systems meet its qualification criteria, we
          have experienced in the past and expect to experience in the future,
          delays in finalizing system sales while the customer evaluates and
          receives approval for the purchase of our systems and constructs a new
          facility or expands an existing facility. Due to these factors, our
          systems typically have a lengthy sales cycle during which we may
          expend substantial funds and management effort. The time between our
          first contact with a customer and the customer placing its first order
          typically lasts from nine to twelve months and is often even longer.
          This lengthy sales cycle makes it difficult to accurately forecast
          future sales and may cause our quarterly and annual revenue and
          operating results to fluctuate significantly from period to period. If
          anticipated sales from a particular customer are not realized in a
          particular period due to this lengthy sales cycle, our operating
          results may be adversely affected.

          WE ARE HIGHLY DEPENDENT ON OUR INTERNATIONAL SALES, PARTICULARLY SALES
          IN ASIAN COUNTRIES, AND IF WE ARE UNABLE TO SUSTAIN AND INCREASE OUR
          INTERNATIONAL SALES, WE MAY NOT ACHIEVE ANTICIPATED REVENUE GROWTH

          Asia is a particularly important region for our business. Sales to
          Taiwan, Japan and other Asian countries accounted for 59% of our total
          net sales in 1999, 50% in 1998 and 60% in 1997. All international
          sales accounted for 71% of our total net sales in 1999, 67% in 1998,
          and 65% in 1997. We anticipate that international sales will continue
          to account for a significant portion of our net sales. Because of our
          dependence upon international sales in general and on sales to Taiwan,
          Japan and other Asian countries in particular, we are at risk to the
          effects of regional economic problems. Asian economies have been
          highly volatile and prone to recession in recent years. In particular,
          our 1998 net sales declined during a severe industry downturn caused
          in large part by recessions in several Asian countries. Our
          international sales are subject to a number of additional risks,
          including: - unexpected changes in law or regulations resulting in
          more burdensome governmental controls, tariffs, restrictions,
          embargoes or export license requirements; - exchange rate volatility;
          - political and economic instability, particularly in Asia; -
          difficulties in accounts receivable collections; - extended payment
          terms beyond those customarily used in the United States; -
          difficulties in managing distributors or representatives; -
          difficulties in staffing and managing foreign subsidiary operations;
          and - potentially adverse tax consequences.  Our sales to date have
          been denominated in U.S. dollars. If it becomes necessary for us to
          make sales denominated in foreign currencies, we will become more
          exposed to the risk of currency fluctuations. Our products become less
          price competitive in countries with currencies that are declining in
          value in comparison to the dollar. This could cause us to lose sales
          or force us to lower our prices, which would reduce our gross margins.
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          WE HAVE ESTABLISHED A DIRECT SALES ORGANIZATION IN JAPAN AND
          TERMINATED OUR JAPANESE DISTRIBUTOR, WHICH COULD RESULT IN LOST SALES
          OR INCREASED RISKS TO OUR BUSINESS IN JAPAN

          As part of our original strategy for penetrating the Japanese market,
          we established a distributor relationship with Marubeni Solutions
          Corp. in 1990. In 1999, we shifted our strategy in Japan to a direct
          sales model. For the year ended December 31, 1998, sales to Marubeni
          accounted for 16% of our net sales. We have terminated our
          distribution relationship with Marubeni and established our own direct
          sales force in Japan. For the year ended December 31, 1999, sales to
          Marubeni accounted for 10% of our net sales. The transition to direct
          sales was completed during the first half of 2000. Although we intend
          to continue to invest significant resources in Japan, including the
          hiring of additional personnel to support our direct sales effort, we
          may not be able to maintain or increase our sales to the Japanese
          semiconductor industry. We may miss sales opportunities or lose
          competitive sales as we transition to this direct sales model, or
          Japanese customers and potential customers may be unwilling to
          purchase our systems from us directly. When we make sales directly to
          customers in Japan, we expect that payment terms may be as long as 180
          days from shipment, compared to 30 days from shipment for sales in our
          other regions. Such a delay would negatively impact our cash flows.

          MOST OF OUR SALES ARE CURRENTLY CONCENTRATED IN ASPEN STRIP AND CVD
          SYSTEMS, AND WE DEPEND UPON CONTINUED MARKET ACCEPTANCE OF THESE
          PRODUCTS; IF WE ARE UNABLE TO INCREASE SALES OF OUR OTHER PRODUCTS, WE
          MAY NOT ACHIEVE ANTICIPATED GROWTH OF NET SALES

          For the year ended December 31, 1999, sales of Aspen Strip and CVD
          systems constituted 87% of our net sales. We expect that revenue from
          these products will continue to account for a substantial majority of
          our net sales for the foreseeable future. Accordingly, continued
          market acceptance of these systems is critical to our future success.
          Market acceptance of our Aspen Strip and CVD systems is affected by a
          number of factors including technological innovation, productivity and
          cost of ownership. Many of these factors are beyond our control. Our
          failure to maintain or increase current levels of market acceptance
          for Aspen Strip and CVD systems could significantly impair our net
          sales growth. Our future sales will also depend upon achieving broad
          market acceptance of our Aspen RTP systems, Aspen LiteEtch systems,
          EpiPro systems and other future products and services that we might
          offer. The markets for these newer products, especially products such
          as our Aspen III Strip, Aspen III CVD and Aspen III LiteEtch, which
          process 300 millimeter wafers, are still developing and require our
          substantial investment in development and sales efforts. If the
          markets for these products do not develop as anticipated, or if we are
          unable to obtain or increase orders in these markets, we may not
          realize an adequate return on the investment made in the development
          of these new products, and we may not achieve our anticipated revenue
          growth.

          WE MAY NOT ACHIEVE ANTICIPATED REVENUE GROWTH IF WE ARE NOT SELECTED
          AS "VENDOR OF CHOICE" FOR NEW OR EXPANDED FABRICATION FACILITIES AND
          IF OUR SYSTEMS AND PRODUCTS DO NOT ACHIEVE BROADER MARKET ACCEPTANCE

          Because semiconductor manufacturers must make a substantial investment
          to install and integrate capital equipment into a semiconductor
          fabrication facility, these manufacturers will tend to choose
          semiconductor equipment manufacturers based on established
          relationships, product compatibility and proven financial performance.
          Once a semiconductor manufacturer selects a particular vendor's
          capital equipment, the
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          manufacturer generally relies for a significant period of time upon
          equipment from this vendor of choice for the specific production line
          application. In addition, the semiconductor manufacturer frequently
          will attempt to consolidate its other capital equipment requirements
          with the same vendor. Accordingly, we may face narrow windows of
          opportunity to be selected as the "vendor of choice" by substantial
          new customers. It may be difficult for us to sell to a particular
          customer for a significant period of time once that customer selects a
          competitor's product, and we may not be successful in obtaining
          broader acceptance of our systems and technology. To date, only our
          strip and CVD products have gained widespread market acceptance. If we
          are unable to achieve broader market acceptance of our systems and
          technology, we may be unable to grow our business and our operating
          results and financial condition will be adversely affected.

          UNLESS WE CAN CONTINUE TO DEVELOP AND INTRODUCE NEW SYSTEMS THAT
          COMPETE EFFECTIVELY ON THE BASIS OF PRICE AND PERFORMANCE, WE MAY LOSE
          FUTURE SALES AND CUSTOMERS, OUR BUSINESS MAY SUFFER AND OUR STOCK
          PRICE MAY DECLINE

          Because of continual changes in the markets in which we and our
          customers compete, our future success will depend in part upon our
          ability to continue to improve our systems and our technologies. These
          markets are characterized by rapidly changing technology, evolving
          industry standards and continuous improvements in products and
          services. Due to the continual changes in these markets, our success
          will also depend upon our ability to develop new technologies and
          systems that compete effectively on the basis of price and performance
          and that adequately address customer requirements. In addition, we
          must adapt our systems and processes to technological changes and to
          support emerging target market industry standards. The success of any
          new systems we introduce is dependent on a number of factors. These
          factors include timely completion of new system designs and market
          acceptance. We may not be able to improve our existing systems or
          develop new technologies or systems in a timely manner. In particular,
          the transition of the market to 300 millimeter wafers will present us
          with both an opportunity and a risk. To the extent that we are unable
          to introduce 300 millimeter systems which meet customer requirements
          on a timely basis, our business could be harmed.

          WE MAY NOT BE ABLE TO CONTINUE TO SUCCESSFULLY COMPETE IN THE HIGHLY
          COMPETITIVE SEMICONDUCTOR INDUSTRY

          The semiconductor equipment industry is both highly competitive and
          subject to rapid technological change. Significant competitive factors
          include the following: - system performance; - cost of ownership; -
          size of installed base; - breadth of product line; and - customer
          support. The following characteristics of our major competitors'
          systems give them a competitive advantage over us, particularly with
          their CVD systems: - broader product lines; - longer operating
          history; - greater experience with high volume manufacturing; -
          broader name recognition; - substantially larger customer bases; and -
          substantially greater financial, technical and marketing resources.
          In addition, to expand our sales we must often replace the systems of
          our competitors or sell new systems to customers of our competitors.
          Our competitors may develop new or enhanced competitive products that
          will offer price or performance features that are superior to our
          systems. Our competitors may also be able to respond more quickly to
          new or emerging technologies and changes in customer requirements, or
          to devote greater resources to the development, promotion and sale of
          their product lines. We may not be able to maintain or expand our
          sales if competition increases and we are unable to respond
          effectively.

          WE DEPEND UPON A LIMITED NUMBER OF SUPPLIERS FOR MANY COMPONENTS AND
          SUBASSEMBLIES, AND SUPPLY SHORTAGES OR THE
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          LOSS OF THESE SUPPLIERS COULD RESULT IN INCREASED COST OR DELAYS IN
          MANUFACTURE AND SALE OF OUR PRODUCTS

          We rely to a substantial extent on outside vendors to manufacture many
          of the components and subassemblies of our Aspen systems. We obtain
          many of these components and subassemblies from a sole source or a
          limited group of suppliers. Because of our reliance on outside vendors
          generally, and on a sole or a limited group of suppliers in
          particular, we may be unable to obtain an adequate supply of required
          components. In addition, we may have reduced control over pricing and
          timely delivery of components. In addition, we often quote prices to
          our customers and accept customer orders for our products prior to
          purchasing components and subassemblies from our suppliers. If our
          suppliers increase the cost of components or subassemblies, we may not
          have alternative sources of supply and may not be able to raise the
          cost of the system being evaluated by our customers to cover all or
          part of the increased cost of components. The manufacture of some of
          these components and subassemblies is an extremely complex process and
          requires long lead times. As a result, we have in the past and may in
          the future experience delays or shortages. If we are unable to obtain
          adequate and timely deliveries of our required components or
          subassemblies, we may have to seek alternative sources of supply or
          manufacture such components internally. This could delay our ability
          to manufacture or timely ship our systems, causing us to lose sales,
          incur additional costs, delay new product introductions and cause us
          to suffer harm to our reputation.

          TO EFFECTIVELY MANAGE OUR GROWTH AND EXPANSION, WE WILL NEED TO
          IMPROVE AND IMPLEMENT NEW SYSTEMS, PROCEDURES AND CONTROLS

          We have recently experienced a period of rapid growth and expansion
          that has placed a significant strain on our management information
          systems and our administrative, financial and operational resources.
          We are currently undertaking a significant expansion of our operations
          to support increased sales levels as a result of the recent
          improvement in the semiconductor industry, including the expansion of
          our international operations and a transition to direct sales
          operations in Japan. We are making additional significant investments
          in research and development to support product development. We have
          grown from 349 employees at December 31, 1998, to 443 employees at
          December 31, 1999 and to 590 employees at September 24, 2000 and plan
          to further increase our total personnel. This expansion will continue
          to result in substantial demands on our management resources. To
          accommodate continued anticipated growth and expansion, we will be
          required to: - improve existing, and implement new, operational and
          financial systems, procedures and controls; - hire, train, manage,
          retain and motivate qualified personnel; and - obtain additional
          facilities and suppliers. These measures may place additional burdens
          on our management and our internal resources.

          IF WE DO NOT HAVE SUFFICIENT EVALUATION SYSTEMS AVAILABLE TO OUR
          CUSTOMERS, WE MAY MISS SALES OPPORTUNITIES We have experienced
          increased interest in evaluation of our chemical vapor deposition
          products. In the past, during periods of high growth, we have been
          constrained by a lack of available CVD evaluation units for timely
          delivery to prospective customers. If we are not able to make a
          sufficient number of evaluation systems available when requested,
          potential customers may not be able to evaluate our products before
          making equipment purchase decisions and we may miss opportunities to
          make sales, causing our growth to be adversely affected.

          WE ARE HIGHLY DEPENDENT ON OUR KEY PERSONNEL TO MANAGE OUR BUSINESS
          AND THEIR KNOWLEDGE OF OUR BUSINESS, MANAGEMENT SKILLS AND TECHNICAL
          EXPERTISE WOULD BE DIFFICULT TO REPLACE
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          Our success depends to a large extent upon the efforts and abilities
          of Brad Mattson, our chairman and chief executive officer, as well as
          other key managerial and technical employees who would be difficult to
          replace. The loss of Mr. Mattson or other key employees could limit or
          delay our ability to develop new products and adapt existing products
          to our customers' evolving requirements and result in lost sales and
          diversion of management resources. None of our executive officers are
          bound by a written employment agreement and our relationships with our
          officers are at will.

          BECAUSE OF COMPETITION FOR ADDITIONAL QUALIFIED PERSONNEL, WE MAY NOT
          BE ABLE TO RECRUIT OR RETAIN NECESSARY PERSONNEL, WHICH COULD IMPEDE
          DEVELOPMENT OR SALES OF OUR PRODUCTS

          Our growth depends on our ability to attract and retain qualified,
          experienced employees. There is substantial competition for
          experienced engineering, technical, financial, sales and marketing
          personnel in our industry. In particular, we must attract and retain
          highly skilled design and process engineers. Competition for such
          personnel is intense, particularly in the San Francisco Bay Area where
          we are based. If we are unable to retain our existing key personnel,
          or attract and retain additional qualified personnel, we may from time
          to time experience inadequate levels of staffing to develop and market
          our products and perform services for our customers. As a result, our
          growth could be limited due to our lack of capacity to develop and
          market our products to our customers, or we could fail to meet our
          delivery commitments or experience deterioration in service levels or
          decreased customer satisfaction.

          IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY WE MAY LOSE A
          VALUABLE ASSET, EXPERIENCE REDUCED MARKET SHARE OR INCUR COSTLY
          LITIGATION TO PROTECT OUR PROPRIETARY TECHNOLOGY

          We rely on a combination of patents, copyrights, trademark and trade
          secret laws, non-disclosure agreements and other intellectual property
          protection methods to protect our proprietary technology. Despite our
          efforts to protect our intellectual property, our competitors may be
          able to legitimately ascertain the non-patented proprietary technology
          embedded in our systems. If this occurs, we may not be able to prevent
          the use of such technology. Our means of protecting our proprietary
          rights may not be adequate and our patents may not be sufficiently
          broad to protect our technology. In addition, any patents issued to us
          could be challenged, invalidated or circumvented and any rights
          granted under the patent may not provide adequate protection to us.
          Furthermore, we may not have sufficient resources to prosecute our
          rights. Our competitors may independently develop similar technology,
          duplicate our products or design around patents that may be issued to
          us. In addition, the laws of some foreign countries may not protect
          our proprietary rights to as great an extent as do the laws of the
          United States and it may be more difficult to monitor the use of our
          products. As a result of these threats to our proprietary technology,
          we may have to resort to costly litigation to enforce our intellectual
          property rights.

          WE MIGHT FACE INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS THAT MAY BE
          COSTLY TO RESOLVE AND COULD DIVERT MANAGEMENT ATTENTION

          We may from time to time be subject to claims of infringement of other
          parties' proprietary rights. Our involvement in any patent dispute or
          other intellectual property dispute or action to protect trade
          secrets, even if the claims are without merit, could be very expensive
          to defend and could divert the attention of our management. Adverse
          determinations in any litigation could subject us to significant
          liabilities to third parties,
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          require us to seek costly licenses from third parties and prevent us
          from manufacturing and selling our systems. Any of these situations
          could have a material adverse effect on our business and operating
          results.

          OUR FAILURE TO COMPLY WITH ENVIRONMENTAL REGULATIONS COULD RESULT IN
          SUBSTANTIAL LIABILITY TO US

          We are subject to a variety of federal, state and local laws, rules
          and regulations relating to environmental protection. These laws,
          rules and regulations govern the use, storage, discharge and disposal
          of hazardous chemicals during manufacturing, research and development
          and sales demonstrations. If we fail to comply with present or future
          regulations, we could be subject to substantial liability for clean up
          efforts, personal injury and fines or suspension or cessation of our
          operations. Restrictions on our ability to expand or continue to
          operate our present locations could be imposed upon us or we could be
          required to acquire costly remediation equipment or incur other
          significant expenses.

          THE PRICE OF OUR COMMON STOCK HAS FLUCTUATED IN THE PAST AND MAY
          CONTINUE TO FLUCTUATE SIGNIFICANTLY IN THE FUTURE, WHICH MAY LEAD TO
          LOSSES BY INVESTORS OR TO SECURITIES LITIGATION

          The market price of our common stock has been highly volatile in the
          past, and our stock price may decline in the future. We believe that a
          number of factors could cause the price of our common stock to
          fluctuate, perhaps substantially, including: - general conditions in
          the semiconductor industry or in the worldwide economy; -
          announcements of developments related to our business; - fluctuations
          in our operating results and order levels; - announcements of
          technological innovations by us or by our competitors; - new products
          or product enhancements by us or by our competitors; - developments in
          patents or other intellectual property rights; or - developments in
          our relationships with our customers, distributors and suppliers. In
          addition, in recent years the stock market in general, and the market
          for shares of high technology stocks in particular, have experienced
          extreme price fluctuations. These fluctuations have frequently been
          unrelated to the operating performance of the affected companies. Such
          fluctuations could adversely affect the market price of our common
          stock. In the past, securities class action litigation has often been
          instituted against a company following periods of volatility in the
          company's stock price. This type of litigation, if filed against us,
          could result in substantial costs and divert our management's
          attention and resources.

          ANY FUTURE BUSINESS ACQUISITIONS MAY DISRUPT OUR BUSINESS, DILUTE
          STOCKHOLDER VALUE OR DISTRACT MANAGEMENT ATTENTION

          As part of our business strategy, we may consider acquisitions of, or
          significant investments in, businesses that offer products, services
          and technologies complementary to ours. Such acquisitions could
          materially adversely affect our operating results and/or the price of
          our common stock. Acquisitions also entail numerous risks, including:
          - difficulty of assimilating the operations, products and personnel of
          the acquired businesses; - potential disruption of our ongoing
          business; - unanticipated costs associated with the acquisition; -
          inability of management to manage the financial and strategic position
          of acquired or developed products, services and technologies; -
          inability to maintain uniform standards, controls, policies and
          procedures; and - impairment of relationships with employees and
          customers which may occur as a result of integration of the acquired
          business. To the extent that shares of our stock or other rights to
          purchase stock are issued in connection with any future acquisitions,
          dilution to our existing stockholders will result and our earnings per
          share may suffer. Any future acquisitions may not generate additional
          revenue or provide any benefit to our business, and we may not achieve
          a satisfactory return on our investment in any acquired businesses.
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          YEAR 2000 COMPLICATIONS MAY DISRUPT OUR OPERATIONS AND HARM OUR
          BUSINESS

          The date fields coded in many software products and computer systems
          need to be able to distinguish 21st century dates from 20th century
          dates, including leap year calculations. The failure to be able to
          accurately distinguish these dates is commonly known as the year 2000
          problem. While we have yet to experience year 2000 problems, the
          computer software programs and operating systems used in our internal
          operations, including our financial, product development, order
          management and manufacturing systems, could experience errors or
          interruptions due to the year 2000 problem. For example, a significant
          failure of our computer integrated manufacturing systems, which
          monitor and control factory equipment, could disrupt manufacturing
          operations and cause a delay in completion and shipping of products.
          In addition, it is possible that our suppliers' and service providers'
          failure to adequately address the year 2000 problem could have an
          adverse effect on their operations, which, in turn, could have an
          adverse impact on us.