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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

                        COMMISSION FILE NUMBER 000-21129

                                   AWARE, INC.
                                   -----------
             (Exact Name of Registrant as Specified in Its Charter)

            MASSACHUSETTS                                04-2911026
            -------------                                ----------
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

               40 MIDDLESEX TURNPIKE, BEDFORD, MASSACHUSETTS 01730
               ---------------------------------------------------
                    (Address of Principal Executive Offices)
                                   (Zip Code)

                                 (781) 276-4000
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

        Securities registered pursuant to Section 12(b) of the Act: NONE
           Securities registered pursuant to Section 12(g) of the Act:
                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (Title of class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2). Yes [X] No [ ]

As of June 30, 2005 the aggregate market value of the registrant's common stock
held by non-affiliates of the registrant, based on the closing sale price as
reported on the Nasdaq National Market, was approximately $143,452,276.

The number of shares outstanding of the registrant's common stock as of March 6,
2006 was 23,290,811.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement to be delivered to
shareholders in connection with the registrant's Annual Meeting of Shareholders
to be held on May 24, 2006 are incorporated by reference into Part III of this
Annual Report on Form 10-K.

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                                            AWARE, INC.
                                             FORM 10-K
                               FOR THE YEAR ENDED DECEMBER 31, 2005


                                         TABLE OF CONTENTS


                                              PART I

Item 1.     Business........................................................................    3
Item 1A.    Risk Factors....................................................................   11
Item 1B.    Unresolved Staff Comments.......................................................   16
Item 2.     Properties......................................................................   16
Item 3.     Legal Proceedings...............................................................   17
Item 4.     Submission of Matters to a Vote of Security Holders.............................   17

                                              PART II

Item 5.     Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
            Purchases of Equity Securities..................................................   17
Item 6.     Selected Financial Data.........................................................   18
Item 7.     Management's Discussion and Analysis of Financial Condition and Results
            of Operations...................................................................   19
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk......................   25
Item 8.     Consolidated Financial Statements and Supplementary Data........................   26
Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial
            Disclosure......................................................................   44
Item 9A.    Controls and Procedures.........................................................   44
Item 9B.    Other Information...............................................................   44

                                             PART III

Item 10.    Directors and Executive Officers of the Registrant..............................   44
Item 11.    Executive Compensation..........................................................   45
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related
            Stockholder Matters.............................................................   45
Item 13.    Certain Relationships and Related Transactions..................................   45
Item 14.    Principal Accountant Fees and Services..........................................   45

                                              PART IV

Item 15.    Exhibits and Financial Statement Schedules......................................   46


Signatures..................................................................................   48



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                                     PART I

ITEM 1.  BUSINESS

COMPANY OVERVIEW

We are a worldwide leader in the development and marketing of intellectual
property for broadband communications. We license our intellectual property to
semiconductor companies that build integrated circuits based on our technology.
Our principal offering is Digital Subscriber Line ("DSL") technology for the
telecommunications industry based upon the International Telecommunication Union
("ITU") industry standards. DSL technology includes asymmetric DSL ("ADSL") and
very high speed DSL ("VDSL"). ADSL enables telephone companies to use their
existing copper telephone lines to offer broadband services. Numerous ADSL
standards have been adopted by the ITU since 1999, including G.992.1 ADSL and
G.992.2 G.lite as well as G.992.3 ADSL2 and G.992.5 ADSL2plus which were adopted
by the ITU in 2002 and 2003, respectively. In 2006, the ITU also approved the
G.993.2 VDSL2 standard. ADSL2plus and VDSL2 further expand the bandwidth
utilized by DSL signals and enable higher data rates than ADSL. These newer
standards also deliver broader functionality and are expected to be increasingly
used in worldwide deployments over the next several years.

Our technology enables semiconductor companies to manufacture and sell chipsets
that support ADSL, ADSL2, ADSL2plus and VDSL2 ITU standards. These standards
underlie high-speed Internet access services that telephone companies provide to
residential customers. Increasingly, telephone companies are adding new services
to their offerings including video and television. New ADSL2plus and VDSL2
technologies are improving telephone companies' ability to offer triple-play
services (data, voice and video) over common telephone lines.

In addition to our DSL intellectual property offerings, we develop and market
DSL test and diagnostics hardware and software products to the automated test
equipment industry. These products aim to improve the set-up and maintenance of
broadband services based upon ADSL, ADSL2, ADSL2plus and VDSL2.

We also sell software products for the enrollment of biometric information in
security and identification systems as well as for biometric transaction
processing. In addition, we sell software products for medical and digital
imaging applications.

We have projects underway to develop new forms of broadband and imaging
technologies. We play an active role at standards setting bodies so that we can
anticipate and influence changes in industry requirements.

During 2004 and 2005, approximately 67% and 62%, respectively, of our revenue
came from licensing DSL intellectual property. We license our intellectual
property worldwide through our direct sales force. Our largest semiconductor
customers in 2004 and 2005 were Analog Devices, Inc. and Infineon Technologies,
AG. The remainder of our revenue came from the sale of hardware and software
products. Our hardware products include printed circuit boards for the ADSL
automated test equipment industry. Our software products include fingerprint
compression and biometric transaction processing software tools for law
enforcement agencies as well as ADSL test and diagnostics software for automated
test equipment.

We are headquartered in Bedford, Massachusetts. Our telephone number is (781)
276-4000, and our website is www.aware.com. Incorporated in Massachusetts in
1986, we employed 112 people as of December 31, 2005. Our stock is traded on the
Nasdaq National Market under the symbol AWRE.

Our website provides a link to a third-party website through which our annual,
quarterly and current reports, and amendments to those reports, are available
free of charge. We believe these reports are made available as soon as
reasonably practicable after we electronically file them with, or furnish them
to, the SEC. We do not maintain or provide any information directly to the
third-party website, and we do not check its accuracy.

INDUSTRY BACKGROUND

DSL INDUSTRY BACKGROUND. DSL technology allows telephone companies to offer
high-speed data services over their existing telephone wires. Telephone
companies began tests and trials of ADSL technology in the mid 1990s. Commercial
deployment of ADSL services began in modest volumes in 1999, and during the last
five years, the rate of deployment of ADSL services accelerated dramatically,
particularly outside of the United States. According to

                                       3
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announcements by major telephone companies and information compiled by Point
Topic Ltd., a company that provides analysis of broadband access to the
Internet, approximately 12 million, 17 million, 28 million, 36 million and 43
million new ADSL subscribers were added in 2001, 2002, 2003, 2004 and 2005,
respectively. As of September 30, 2005, there were approximately 125 million
global ADSL subscribers worldwide, of which approximately 20.4 million were in
North America. There were 46.2 million in Europe/Middle East/Africa,
approximately 53.8 million were in the Asia Pacific region and the remainder
were in Latin America.

Some of the largest providers of ADSL service in North America are telephone
companies such as SBC, Verizon, BellSouth, Qwest, and Bell Canada. In Europe,
major providers include Deutsche Telekom, France Telecom, Belgacom, British
Telecom, Telefonica, Telecom Italia, and Telia. Large Asian providers include
Korea Telecom and Hanaro in Korea, NTT and Yahoo Broadband in Japan, Chunghwa in
Taiwan, and China Telecom in China.

VDSL service has been deployed in Japan and service deployments are underway or
contemplated in several other regions, including Belgium, Switzerland and
Germany. Deutsche Telekom has announced its intention to deploy a 50 Mbps
VDSL2-based service to a large number of cities commencing in 2006.

In order to activate DSL (ADSL or VDSL) service, one end of a telephone wire
must be connected to DSL equipment in a central office or remote location
controlled by telephone companies and the other end must be connected to a
device in the customer's premises. DSL central office and remote location
equipment includes DSL access multiplexers ("DSLAMs"), next generation digital
loop carriers ("NGDLCs"), and broadband loop carriers ("BLCs"). These are
available from numerous telecommunications equipment suppliers. Some of the
leading suppliers of DSL equipment include Alcatel Alsthom S.A. ("Alcatel"),
Huawei, ECI Telecom, Lucent Technologies, Inc., NEC Corporation, Siemens AG,
Sumitomo Corporation, and UTStarcomm. Devices in the customer's premise are
known as DSL customer premises equipment ("CPE") and include modems, routers and
integrated access devices (modems and routers that support integrated voice and
data). Thomson Multimedia, Siemens, D-Link, Sumitomo, Sagem, Westell, Zyxel and
Cisco are leading manufacturers of ADSL CPE.

Manufacturers are able to purchase DSL integrated circuits for telephone company
equipment or CPE from a number of suppliers, including Broadcom Corporation
("Broadcom"), Centillium Communications, Inc. ("Centillium"), Conexant Systems,
Inc. ("Conexant"), Infineon Technologies AG ("Infineon"), ST Microelectronics
N.V. ("ST"), and Texas Instruments Incorporated ("TI").

In the United States, at the end of September 2005, there were nearly 17.3
million(1) DSL subscribers and nearly 23.6 million(1) cable subscribers. In the
recent past, telephone companies were provisioning DSL subscribers nearly as
fast as cable companies were adding broadband customers. Regulatory relief in
2004 from the FCC has given ownership to both fiber-to-the-premise ("FTTP") and
fiber-to-the node/neighborhood ("FTTN") investments, meaning that phone
companies do not need to provide open access to these networks. During the past
several years, SBC, Verizon and BellSouth have all announced plans for FTTP or
FTTN deployments.

Outside North America, DSL growth was slow until 2002 but has accelerated
through 2003 and increased in 2004 and 2005. At the end of September 2005, there
were 46.2 million(1) DSL subscribers in Europe and 12.4 million(1) cable
subscribers.

The Asia Pacific region has the largest number of DSL subscribers with 53.8
million(1) as of the end of September 2005. Cable subscribers numbered 24.6
million(1). Competition in this region is greater than in other parts of the
world. A mix of government regulation and incentives has had a positive
influence on this region's broadband rollouts.

With over 1 billion phone lines installed worldwide, DSL has only penetrated
approximately 10% of the available market today. According to estimates by
Infonetics Research published in November 2005:

     o    Telephone companies will add 86 million, 93 million and 101 million
          new DSL ports to their networks in 2006, 2007 and 2008 respectively.

     o    61 million, 66 million, and 69 million new DSL CPE units will be sold
          in 2006, 2007, and 2008 respectively.

-------------------

(1)     SOURCE: POINT TOPIC LTD, WORLD BROADBAND STATISTICS REPORT, DECEMBER
        2005

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As the demand for residential broadband service continues to grow, telephone
companies are upgrading their networks to increase the data rates that are
delivered to their residential customers. These upgrades require large financial
expenditures and often involve the use of fiber optic-based communications to
points deeper in the access networks (i.e. closer to residential customers than
today's central office locations). The resulting FTTN networks require new
equipment platforms to be installed at fiber-fed points. These equipment
platforms then utilize the existing telephone wire infrastructure for access
over the remaining distance to the customer's premises, and leverage their
closer proximity to the end user and new ADSL2plus or emerging VDSL2 standards
to provide increased data rates.

DSL TECHNOLOGY BACKGROUND. DSL technology expands the usable bandwidth of copper
wire so that telephone companies can offer high-speed data services over their
existing telephone networks. DSL is a point-to-point technology that connects
the end user to a central location in the telephone company's network such as a
central office or remote location controlled by the telephone company. DSL
equipment is required at each end of the telephone line. New ADSL2, ADSL2plus
and VDSL2 technologies will enable transmit speeds between multiple megabits
("Mbps") and 100 Mbps. Actual transmission speeds depend on the length and
condition of the existing wire.

An ADSL system typically divides the bandwidth on a copper wire into three
segments. The first segment is usually used for plain old telephone service
("POTS"). The second segment is used to transmit data "upstream" from the user
to a central location in the phone network. The third segment is used to
transmit data to the user (the "downstream" direction).

The ADSL industry relies on international standards bodies to specify the
technology used for ADSL services. Standards bodies that contribute
specifications include the American National Standards Institute ("ANSI"), the
ITU, the European Telecommunications Standards Institute ("ETSI") and other
organizations. The prevalence and influence of industry standards on the ADSL
industry make it similar to other communications and networking technologies
such as Code Division Multiple Access ("CDMA"), Universal Serial Bus ("USB"),
Global System for Mobile telecommunications ("GSM"), Global Positioning System
("GPS"), Wireless Local Area Networking ("WLAN"), and chip-connection technology
for Dynamic Random Access Memory ("DRAM"). For applications and services that
use these technologies, standards and patents play a significant role in the
formation of the commercial landscape.

Full-rate ADSL was first standardized in 1995 by ANSI as T1.413, and then by the
ITU in 1999 as G.992.1. Full-rate ADSL can transmit data at speeds up to 8 Mbps
downstream and up to 640 Kbps upstream.

In 1999, the ITU also standardized a lower speed version of ADSL, known as
G.Lite or G.992.2. G.Lite can transmit data at speeds up to 1.5 Mbps downstream
and up to 512 Kbps upstream without using special filtering equipment required
by full-rate ADSL. G.Lite was intended to make the installation of ADSL faster
and less expensive for telephone companies, however, most ADSL service offerings
today are based on full-rate ADSL.

In 2002, the ITU approved a new set of ADSL standards known as ADSL2 or G.992.3
and G.992.4. These standards provide numerous improvements over previous ADSL
standards, including line diagnostics, power management, power down and power
cutback, reduced framing and on-line configuration. In 2003, the ITU approved
ADSL2plus or G.992.5. ADSL2plus builds upon the ADSL2 standard by increasing
achievable data rates to speeds up to 24 Mbps upstream on phone lines as long as
3,000 feet (20 Mbps out to 5,000 feet). While the signal bandwidth of previous
ADSL standards was about 1MHz, ADSL2plus specifies signals with more than 2 MHz
of bandwidth.

ITU standards for bonded ADSL, G.998.1 and G.998.2, were approved in January
2005. These standards specify multi-pair ADSL bonding technology for residential
and business services. Data rates are increased by a factor equal to the number
of lines that are bonded. If two pairs are bonded, upstream and downstream data
rates are doubled.

In February 2006, the ITU approved the G.993.2 VDSL2 standard. This standard
supports bandwidths from about 8MHz to 30 MHz and specifies data rates up to 100
Mbps.

DSL TEST AND DIAGNOSTICS INDUSTRY BACKGROUND. Automated test equipment ("ATE")
is typically used for testing and diagnosing the services that are offered by
telephone companies to consumers and businesses. An ATE infrastructure has been
in place for telephone companies' traditional voice services for many years. The
deployment of an ATE infrastructure for ADSL service began several years ago.

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The DSL ATE infrastructure typically involves the use of a centrally located
equipment platform, often referred to as a test head. The test head is used to
gather information from the telephone network for setting up or maintaining DSL
service. Information about the telephone network is also gathered at remote
locations using hand-held testers and in central office locations using DSLAMs
or similar central office DSL termination equipment. The information gathered in
test heads is generally made available to telephone companies' operations
organizations through a software network. This information assists telephone
companies in troubleshooting and diagnosing problems encountered during service
deployment or during operation. Leading suppliers of ATE hardware and software,
hand held devices and operations software include Spirent, Teradyne, Tollgrade,
Acterna, Sunrise, Fluke, and others. There is an opportunity to improve DSL
service providers' ability to troubleshoot and diagnose their networks as they
continue to expand their user base or deliver value-added services, such as
video, television and triple play services.

BIOMETRICS INDUSTRY BACKGROUND. Biometric identification systems have typically
used fingerprints as the primary biometric to identify individuals. Biometric
identification systems for government and commercial applications based upon
fingerprints are pervasive. These systems gather fingerprints at enrollment
stations and access control locations, and utilize transaction processing
hardware and software and matching systems for identification. The emergence of
digital fingerprint compression and formatting over the last decade has
transformed these to electronic systems capable of faster transaction processing
and matching. These electronic systems are also capable of being upgraded to
utilize biometrics other then digital fingerprints, such as facial image and
iris based biometrics.

Biometric identification systems based upon digital fingerprints are widely
utilized by government agencies such as law enforcement, federal agencies, and
the Department of Defense ("DoD"). The use of these systems by international
governments has increased in the past several years. New government programs are
underway to increase the use of biometric information in documents such as
passports and personal identification cards. The use or contemplation of use of
biometric security systems by regulated segments of the financial,
transportation and healthcare industries has increased in the recent past.

Vendors of the hardware and/or software component of enrollment stations include
Lockheed Martin, Crossmatch, Unisys, SAIC, Identix, Northrop Grumman, Heimann
Biometrics and NEC. Fingerprint matching and/or biometric transaction management
systems are provided by companies such as Motorola, Sagem, NEC, Cogent, Identix,
and numerous system integrators. As biometric security systems gain acceptance
in new areas, the market opportunity for suppliers of hardware and software
solutions is expected to grow. The biometrics security systems market is also
expected to grow as the use of new biometrics, other than fingerprints, gain
favor.

AWARE DSL INTELLECTUAL PROPERTY

Aware has been a pioneer of DSL technology since the mid 1990s. We license our
StratiPHY2+(TM) and StratiPHY3(TM) technology to semiconductor companies to
manufacture and sell chipsets that are compliant with the ITU standards for
ADSL, ADSL2, ADSL2plus, VDSL1 and VDSL2. StratiPHY2plus was a first to market
intellectual property offering, including a complete digital silicon solution
(i.e. chip), that supports ADSL2 and ADSL2plus standards. We have also been
first to demonstrate bonded ADSL2plus that doubles ADSL data rates as well as
reach-extended ADSL2 that increases the distance over which phone companies can
deliver service by 20% or more. StratiPHY3 was announced by Aware in 2005 and is
a first to market intellectual property offering, including a complete digital
silicon solution (i.e. chip), that supports ADSL2, ADSL2plus, VDSL1 and VDSL2
standards. StratiPHY3 can be configured to run in central office as well as
customer premises equipment mode.

StratiPHY2+ and StratiPHY3 include patent rights, copyrighted materials and
trade secrets. Copyrighted materials include digital chip design technology,
available in Verilog or VHDL languages, and software, available in assembly and
C-code. We license our copyrighted materials in source code as well as object
code form. We also have available digital silicon that embodies our intellectual
property. Our StratiPHY2+ and StratiPHY3 chips support all legacy and new ADSL
standards in a single integrated circuit. StratiPHY2+ is applicable to customer
premises solutions and StratiPHY3 is applicable to central office or customer
premises solutions.

Customers develop integrated circuits based upon our technology for fabrication
in their own or third party manufacturing processes. Customers manufacture our
digital chip or integrate our technology into chips that also contain other
functionality. We also offer engineering services to our customers for the
development and support of their chips or chipsets. Our largest ADSL
intellectual property customers have been ADI and Infineon. We currently have
six StratiPHY2+ licensees and three StratiPHY3 licensees.

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AWARE DSL TEST AND DIAGNOSTICS PRODUCTS

We have developed test and diagnostics hardware and software products based upon
our Dr. DSL(R) technology. These products are primarily sold to OEMs in the
automated test equipment industry. These products are designed to assist service
providers with provisioning, monitoring, and maintaining DSL services by
enabling them to collect important information and diagnose problems regarding
their service offerings. The primary goal of these products is to reduce the
costs associated with service set-up and maintenance. Specific product features
include loop length measurement, bridged tap measurement, crosstalk disturber
detection and management, subscriber self-installation, and in-home diagnostics.

Customers use our ADSL test printed circuit boards for connectivity within ADSL
service networks. With these boards, customers can interoperate with a broad
array of telephone company ADSL equipment as well as ADSL CPE. Customers use our
software products to troubleshoot and diagnose problems encountered during
service provisioning and for service maintenance.

We sell our hardware products to original equipment manufacturers ("OEMs") in
the automated test equipment market. We also sell hardware products to support
our customers' developments and sales. Our principal hardware products include:

o    DSL MODULES - Printed circuit boards that perform all connectivity aspects
     of ADSL.
o    DSL TEST AND DEVELOPMENT SYSTEMS - System-level products that provide a
     means to conduct performance and interoperability testing during chipset
     development, marketing and production.

We primarily sell our software products, including Dr. DSL CPE and CO, as well
as Technician Dr. DSL diagnostics software to OEMs to perform single-ended and
double-ended testing to troubleshoot and diagnose problems encountered during
ADSL service provisioning and for service maintenance.

Our largest customer for test and diagnostics products has been Spirent
Communications, Inc. ("Spirent").

AWARE BIOMETRICS AND IMAGING PRODUCTS

Aware has been a pioneer in the development of wavelet-based image compression
technology since the late 1980s.

Aware provides standards-compliant biometrics software tools that enable
integrators, solution providers, and government agencies to compress, analyze,
optimize, format, and transport biometric images and data according to
international standards.

We have developed software products for digital fingerprint compression and
transaction processing that are widely used in the industry. These products
include:

o    WSQ BY AWARE, to compress digital fingerprint data for use by law
     enforcement agencies such as the Federal Bureau of Investigation.
o    NISTPACK, SEGMENTER, CJIS WEB, ACCUPRINT, AND ACCUSCAN, used by law
     enforcement and other government agencies for biometric transaction
     processing such as to format, edit, validate, store, and print fingerprint
     and facial images.
o    ICAOPACK, PREFACE, used by government agencies involved in enrollment,
     manufacture and reading of electronic passports.

We sell our biometrics software primarily to OEMs that provide biometric
enrollment systems and to systems integrators.

We have also developed and sell the JPEG 2000 CODEC BY AWARE. This software
product provides a solution for the compression and decompression of still
images using the high-quality, wavelet-based method defined by the JPEG 2000
standard and has been primarily sold to medical imaging OEMs.

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AWARE STRATEGY

Our objective is to establish StratiPHY2+ and StratiPHY3 as market leading
broadband wide-area network ("WAN") silicon-level interfaces. Key elements of
our strategy include:

DEVELOP HIGH PERFORMANCE, EASY-TO-USE, INTEROPERABLE, FLEXIBLE DSL SILICON
INTERFACE TECHNOLOGY. Our StratiPHY technology supports multiple DSL standards
in cost effective intellectual property offerings. Our StratiPHY technology
meets or exceeds industry performance and functionality requirements. We have
established interoperability agreements with leaders in the DSL equipment and
semiconductor industries to achieve and maintain high levels of interoperability
across multiple vendors' solutions. We have also developed chips, reference
designs and development platforms to allow rapid evaluation and testing of our
technology.

LEVERAGE THE ALIGNMENT OF TECHNOLOGY ADVANCEMENTS AND SERVICE PROVIDER
REQUIREMENTS IN THE NEXT WAVE OF DSL ROLLOUTS. ADSL2, ADSL2plus and VDSL2 are
technologies that enable higher speed, broader functionality services. Telephone
companies worldwide are expanding their ADSL service offerings to include a
bundle of voice and data as well as value-added services such as video. The
alignment of new capabilities enabled by new standards and new requirements from
service providers has created an increased demand for our technology from
communications, networking, consumer electronics and multimedia semiconductor
suppliers. We expect that ADSL2, ADSL2plus and VDSL2 will rapidly become a
requirement in future DSL deployments.

LEAD IN THE DEVELOPMENT OF NEXT-GENERATION DSL STANDARDS-BASED TECHNOLOGIES. We
are active at standards bodies and present our technology innovations with the
goal of including them in new specifications. We have R&D activities focused on
enhancing our intellectual property offerings to include multi-port central
office VDSL2 functionality. With these efforts, we believe we will be able to
deliver leading edge, next-generation technology to our customers.

COMMERCIALIZE OUR DSL TECHNOLOGY THROUGH A LICENSING BUSINESS MODEL. By
licensing our technology, our customers leverage our StratiPHY2+ and StratiPHY3
developments, reduce their R&D and support costs and economically deliver DSL
functionality in their products. We generate revenue that is a combination of
license fees, engineering fees and royalties. As a licensor, we are able to
leverage our customers' sales, distribution and manufacturing capabilities. Our
objective is to establish StratiPHY2+ and StratiPHY3 as predominant broadband
WAN silicon-level interfaces through the success of our customers' products.

Our DSL test and diagnostics product strategy is to provide hardware and
software products that address the challenges encountered by telephone companies
as they increase the number of lines and types of services provisioned through
their DSL networks.

In biometrics, our strategy is to capitalize on the expanded use of biometric
security systems both within and outside the US Government.

RESEARCH AND DEVELOPMENT

DSL semiconductor technology must track the rapidly changing requirements of the
DSL industry. In order to accomplish this, we make substantial investments in
the design and development of new technologies, and for significant improvement
of existing technologies. Our research and development activities are focused on
shrinking the size of integrated circuits based upon our technology, improving
performance and functionality and incorporating new technology to increase the
value of our technology offerings.

We also have research and development activities focused on further development
of our DSL test and diagnostics hardware and software products as well as on
expanding our software products in biometrics, medical and digital imaging
applications.

As of December 31, 2005, we had an engineering staff of 82 employees,
representing 73% of our total employee staff. During the years ended December
31, 2005, 2004, and 2003, research and development expenses charged to
operations were $10.2 million, $10.0 million, and $12.1 million, respectively.
In addition, because our license agreements often call for us to provide
engineering development services to our customers, a portion of our total
engineering costs has been allocated to cost of contract revenue. We expect that
we will continue to invest substantial funds in research and development
activities.

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SALES AND MARKETING

Our principal sales and marketing strategy is to license our DSL intellectual
property to semiconductor manufacturers. We believe that decisions involving the
selection of our technology are frequently made at senior levels within a
prospective customer's organization. Consequently, we rely significantly on
presentations by our senior management to key employees at prospective
customers. As of December 31, 2005, we had ten employees in our DSL licensing
and test and diagnostics sales and marketing organization.

Customers who are selling or developing integrated circuits based upon
StratiPHY2plus are: Atmel Corporation ("Atmel"), Ikanos Communications, Inc.
("Ikanos"), Infineon, Thomson SA ("Thomson"), and two customers we have not yet
named. On February 17, 2006, Analog Devices, Inc. ("ADI") sold its ADSL business
relating to Aware technology to Ikanos Communications, Inc. ("Ikanos") and
Ikanos has replaced ADI as an Aware licensee.

Customers who are selling or developing integrated circuits based upon
StratiPHY3 are Infineon and two customers we have not yet named.

In 2005, we derived approximately 20% and 30% of our total revenue from ADI and
Infineon, respectively. In 2004, we derived approximately 28% and 28% of our
total revenue from ADI and Infineon, respectively. In 2003, we derived
approximately 27%, 20%, and 14% of our total revenue from ADI, Infineon, and
Spirent, respectively. All revenue in 2005, 2004, and 2003 was derived from
unaffiliated customers.

We sell our biometrics and digital imaging software products primarily to OEMs
and systems integrators. As of December 31, 2005, there were three employees in
our biometrics and digital imaging software sales organization.

COMPETITION

We compete by offering comprehensive packages of standards-based broadband
technology. Our success as an intellectual property supplier depends on the
willingness and ability of semiconductor manufacturers to design, build and sell
integrated circuits based on our intellectual property. The semiconductor
industry is intensely competitive and has been characterized by:

     o    rapid price erosion;

     o    rapid technological change;

     o    short product life cycles;

     o    cyclical market patterns; and

     o    increasing foreign and domestic competition.

As an intellectual property supplier to the semiconductor industry, we face
competition from internal development teams within potential semiconductor
customers. We must convince potential licensees to license from us rather than
develop technology internally. Furthermore, semiconductor customers, who have
licensed our intellectual property, may choose to abandon joint development
projects with us and develop chipsets themselves without using our technology.
In addition to competition from internal development teams, we may compete
against other independent suppliers of intellectual property for DSL.

The market for DSL chipsets is also intensely competitive. Our success within
the DSL industry requires that DSL equipment manufacturers buy chipsets from our
semiconductor licensees, and that telephone companies buy DSL equipment from
those equipment manufacturers. Our customers' chipsets compete with products
from other vendors of standards-based DSL chipsets, including Broadcom,
Centillium, Conexant, ST and TI.

DSL services also compete with broadband technologies that use other network
architectures to provide high-speed data service. These technologies include
cable modems using cable networks, and wireless solutions using wireless
networks. To date, ADSL services have been more successful than high-speed cable
services outside of the United States; however cable services serve a larger
number of broadband subscribers than ADSL inside the United States. We cannot
give you assurances that these alternative network architectures will not be
more successful than ADSL or VDSL.

                                       9
<PAGE>

Many of our current and prospective DSL licensees, as well as chipset
competitors that compete with our semiconductor licensees, including Broadcom,
Conexant, ST and TI, have significantly greater financial, technological,
manufacturing, marketing and personnel resources than we do. We cannot give you
assurances that we will be able to compete successfully or that competitive
pressures will not seriously harm our business.

The markets for our test and diagnostics hardware and software products are
competitive. We cannot assure you that we will be able to compete effectively or
that competitive pressures will not seriously harm our business.

The markets for our biometrics, medical and digital imaging software products
are competitive, and are expected to become increasingly more competitive in the
near future. We cannot assure you that we will be able to compete effectively or
that competitive pressures will not seriously harm our business.

PATENTS AND INTELLECTUAL PROPERTY

We rely on a combination of nondisclosure agreements and other contractual
provisions, as well as patent, trademark, trade secret and copyright law to
protect our proprietary rights. We have an active program to protect our
proprietary technology through the filing of patents. As of December 31, 2005,
we had 35 issued patents and 64 pending patent applications pertaining to
telecommunications and signal processing technology. We also had 12 issued
patents and 7 pending patent applications pertaining to image compression, video
compression, audio compression, seismic data compression and optical
applications.

Although we have patented certain aspects of our technology, we rely primarily
on trade secrets to protect our intellectual property. We attempt to protect our
trade secrets and other proprietary information through agreements with our
licensees, suppliers, employees and consultants, and through security measures.
Each of our employees is required to sign a non-disclosure and non-competition
agreement. Although we intend to protect our rights vigorously, we cannot assure
you that these measures will be successful. In addition, effective intellectual
property protection may be unavailable or limited in certain foreign countries.

Third parties may assert exclusive patent, copyright and other intellectual
property rights to technologies that are important to us. In the past, we have
received letters from third parties suggesting that we may be obligated to
license such intellectual property rights. If we were found to have infringed
any third party's patents, we could be subject to substantial damages and an
injunction preventing us from conducting our business.

MANUFACTURING

Sales of hardware products constitute a relatively small portion of our total
revenue. We do not intend to produce hardware products in any material quantity
for the foreseeable future. Consequently, we rely on third party contract
manufacturers to assemble and test substantially all of our products. Our
internal manufacturing capacity is limited to final test and assembly of certain
products. Other than DSL chipsets, which are available from our customers, we
believe that other components for our hardware products are available from a
number of suppliers.

EMPLOYEES

At December 31, 2005, we employed 112 people, including 82 in engineering, 13 in
sales and marketing, 3 in manufacturing and 14 in finance and administration. Of
these employees, 110 were based in Massachusetts. None of our employees is
represented by a labor union. We consider our employee relations to be good.

We believe that our future success will depend in large part on the service of
our technical and senior management personnel and upon our ability to retain
highly qualified technical, sales and marketing and managerial personnel. We
cannot assure you that we will be able to retain our key managerial and
technical employees or that we will be able to attract and retain additional
highly qualified personnel in the future.


                                       10
<PAGE>

ITEM 1A. RISK FACTORS

SOME OF THE INFORMATION IN THIS FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS
THAT INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES. YOU CAN IDENTIFY THESE
STATEMENTS BY FORWARD-LOOKING WORDS SUCH AS "MAY," "WILL," "EXPECT,"
"ANTICIPATE," "BELIEVE," "ESTIMATE," "CONTINUE" AND SIMILAR WORDS. YOU SHOULD
READ STATEMENTS THAT CONTAIN THESE WORDS CAREFULLY BECAUSE THEY: (1) DISCUSS OUR
FUTURE EXPECTATIONS; (2) CONTAIN PROJECTIONS OF OUR FUTURE OPERATING RESULTS OR
FINANCIAL CONDITION; OR (3) STATE OTHER "FORWARD-LOOKING" INFORMATION. HOWEVER,
WE MAY NOT BE ABLE TO PREDICT FUTURE EVENTS ACCURATELY. THE RISK FACTORS LISTED
IN THIS SECTION, AS WELL AS ANY CAUTIONARY LANGUAGE IN THIS FORM 10-K, PROVIDE
EXAMPLES OF RISKS, UNCERTAINTIES AND EVENTS THAT MAY CAUSE OUR ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THE EXPECTATIONS WE DESCRIBE IN OUR FORWARD-LOOKING
STATEMENTS. YOU SHOULD BE AWARE THAT THE OCCURRENCE OF ANY OF THE EVENTS
DESCRIBED IN THESE RISK FACTORS AND ELSEWHERE IN THIS FORM 10-K COULD MATERIALLY
AND ADVERSELY AFFECT OUR BUSINESS. WE ASSUME NO OBLIGATION TO UPDATE ANY
FORWARD-LOOKING STATEMENTS.

OUR QUARTERLY RESULTS ARE UNPREDICTABLE AND MAY FLUCTUATE SIGNIFICANTLY

Our quarterly revenue and operating results are difficult to predict and may
fluctuate significantly from quarter-to-quarter. Because our revenue components
fluctuate and are difficult to predict, and our expenses are largely independent
of revenues in any particular period, it is difficult for us to accurately
forecast revenues and profitability. When appropriate, we recognize contract
revenues ratably over the period during which we expect to deliver technology
and provide engineering services. While this means that contract revenues from
certain current agreements are generally predictable, changes can be introduced
by a reevaluation of the length of the development period, or by the termination
of a contract. The initial estimate of this period is subject to revision as the
product being developed under a contract nears completion, and a revision may
result in an increase or decrease to the quarterly revenue for that contract. In
addition, accurate prediction of revenues from new contracts or licensees is
difficult because contract negotiation is a lengthy process, frequently spanning
a year or more, and the fiscal period in which a new license agreement will be
entered into, if at all, and the financial terms of such an agreement are
difficult to predict. Contract revenues also include fees for engineering
services, which are dependent upon the varying level of assistance desired by
licensees and, therefore, the revenue from these services is also difficult to
predict.

It is also difficult for us to make accurate forecasts of royalty revenues.
Royalties are recognized in the quarter in which we receive a report from a
licensee regarding the shipment of licensed integrated circuits in the prior
quarter, and are dependent upon fluctuating sales volumes and/or prices of chips
containing our technology, all of which are beyond our ability to control or
assess in advance.

Our business is subject to a variety of additional risks, which could materially
adversely affect quarterly and annual operating results, including:

     o    market acceptance of broadband technologies we supply by semiconductor
          or equipment companies;
     o    the extent and timing of new license transactions with semiconductor
          companies;
     o    changes in our and our licensees' development schedules and levels of
          expenditure on research and development;
     o    the loss of a strategic relationship or termination of a project by a
          licensee;
     o    equipment companies' acceptance of integrated circuits produced by our
          licensees;
     o    the loss by a licensee of a strategic relationship with an equipment
          company customer;
     o    announcements or introductions of new technologies or products by us
          or our competitors;
     o    delays or problems in the introduction or performance of enhancements
          or of future generations of our technology;
     o    failures or problems in our hardware or software products;
     o    delays in the adoption of new industry standards or changes in market
          perception of the value of new or existing standards;
     o    competitive pressures resulting in lower contract revenues or royalty
          rates;
     o    competitive pressures resulting in lower software or hardware product
          revenues;
     o    personnel changes, particularly those involving engineering and
          technical personnel;
     o    costs associated with protecting our intellectual property;
     o    the potential that licensees could fail to make payments under their
          current contracts;
     o    ADSL market-related issues, including lower ADSL chipset unit demand
          brought on by excess channel inventory and lower average selling
          prices for ADSL chipsets as a result of market surpluses;

                                       11
<PAGE>

     o    VDSL market-related issues, including lower VDSL chipset unit demand
          brought on by excess channel inventory and lower average selling
          prices for VDSL chipsets as a result of market surpluses;
     o    regulatory developments; and
     o    general economic trends and other factors.

As a result of these factors, we believe that period-to-period comparisons of
our revenue levels and operating results are not necessarily meaningful. You
should not rely on our quarterly revenue and operating results to predict our
future performance.

WE EXPERIENCED NET LOSSES

We had a net annual loss during 2001, 2002, 2003, 2004 and 2005. We may continue
to experience losses in the future if:

     o    the semiconductor and telecommunications markets do not improve;
     o    our existing customers do not increase their revenues from sales of
          chipsets with our technology;
     o    new or existing customers do not choose to license our intellectual
          property for new chipset products; or
     o    new or existing customers do not choose to use our software or
          hardware products.

WE HAVE A UNIQUE BUSINESS MODEL

The success of our business model depends upon our ability to license our
technology to semiconductor and equipment companies, and our customers'
willingness and ability to sell products that incorporate our technology so that
we may receive significant royalties that are consistent with our plans and
expectations.

We face numerous risks in successfully obtaining suitable licensees on terms
consistent with our business model, including, among others:

     o    we must typically undergo a lengthy and expensive process of building
          a relationship with a potential licensee before there is any assurance
          of a license agreement with such party;
     o    we must persuade semiconductor and equipment manufacturers with
          significant resources to rely on us for critical technology on an
          ongoing basis rather than trying to develop similar technology
          internally;
     o    we must persuade potential licensees to bear development costs
          associated with our technology applications and to make the necessary
          investment to successfully manufacture chipsets and products using our
          technology; and
     o    we must successfully transfer technical know-how to licensees.

Moreover, the success of our business model also depends on the receipt of
royalties from licensees. Royalties from our licensees are often based on the
selling prices of our licensees' chipsets and products, over which we have
little or no control. We also have little or no control over our licensees'
promotional and marketing efforts. They are not prohibited from competing
against us.

Our business could be seriously harmed if:

     o    we cannot obtain suitable licensees;
     o    our licensees fail to achieve significant sales of chipsets or
          products incorporating our technology; or
     o    we otherwise fail to implement our business strategy successfully.

THERE HAS BEEN AND MAY CONTINUE TO BE AN OVERSUPPLY OF ADSL CHIPSETS, AND THERE
IS INTENSE COMPETITION FOR ADSL CHIPSETS, WHICH HAS CAUSED OUR ROYALTY REVENUE
TO DECLINE

The royalties we receive are influenced by many of the risks faced by the ADSL
market in general, including reduced average selling prices ("ASPs") for ADSL
chipsets during periods of surplus. In 2000, 2001, and 2002, the ADSL industry
had experienced an oversupply of ADSL chipsets and central office equipment.
Excessive inventory levels led to soft chipset demand, which in turn led to
declining ASPs. ASPs have also been under pressure because

                                       12
<PAGE>

of intense competition in the ADSL chipset marketplace. As a result of the soft
demand and declining ASPs for ADSL chipsets, our royalty revenue has decreased
substantially from the levels we achieved in 2000. Price decreases for ADSL or
VDSL chipsets, and the corresponding decreases in per unit royalties received by
us, can be sudden and dramatic. Pricing pressures may continue during the first
quarter of 2006 and beyond. Our royalty revenue may decline over the long term.

WE DEPEND SUBSTANTIALLY UPON A LIMITED NUMBER OF LICENSEES

There are a relatively limited number of semiconductor and equipment companies
to which we can license our broadband technology in a manner consistent with our
business model. If we fail to maintain relationships with our current licensees
or fail to establish a sufficient number of new licensing relationships, our
business could be seriously harmed. In addition, our prospective customers may
use their superior size and bargaining power to demand license terms that are
unfavorable to us and prospective customers may not elect to license from us.

WE DERIVE A SIGNIFICANT AMOUNT OF REVENUE FROM A SMALL NUMBER OF CUSTOMERS

In 2003, 2004 and 2005, we derived 27%, 28% and 20%, respectively, of our total
revenue from ADI and 20%, 28%, and 30% respectively, of our total revenue from
Infineon. ADI and Infineon have developed many generations of ADSL chipsets
based upon our technology. On February 17, 2006 ADI sold its ADSL business
relating to Aware technology to Ikanos Communications, Inc. ("Ikanos") and
Ikanos replaced ADI as an Aware licensee. Our royalty revenue in the near term
is highly dependent upon the respective market share and pricing of Ikanos' and
Infineon's ADSL chipsets. The ADSL market has experienced significant price
erosion, which has adversely affected ADSL chipset revenues, which in turn has
adversely affected our royalty revenue. To the extent that Ikanos loses
ADSL2plus market share or Infineon loses market share, is unable to gain market
share, is unable to transition its product to support new ADSL2, ADSL2plus and
VDSL2 standards, or experiences further price erosion in its DSL chipsets, our
royalty revenue could decline.

OUR SUCCESS REQUIRES ACCEPTANCE OF OUR TECHNOLOGY BY EQUIPMENT COMPANIES

Due to our business strategy, our success is dependent on our ability to
generate significant royalties from our licensing arrangements with
semiconductor manufacturers. Our ability to generate significant royalties is
materially affected by the willingness of equipment companies to purchase
integrated circuits that incorporate our technology from our licensees. There
are other competitive solutions available for equipment companies seeking to
offer broadband communications products. We face the risk that equipment
manufacturers will choose those alternative solutions. Generally, our ability to
influence equipment companies' decisions whether to purchase integrated circuits
that incorporate our technology is limited.

We also face the risk that equipment companies that elect to use integrated
circuits that incorporate our technology into their products will not compete
successfully against other equipment companies. Many factors beyond our control
could influence the success or failure of a particular equipment company that
uses integrated circuits based on our technology, including:

     o    competition from other businesses in the same industry;
     o    market acceptance of its products;
     o    its engineering, sales and marketing, and management capabilities;
     o    technical challenges of developing its products unrelated to our
          technology; and
     o    its financial and other resources.

Even if equipment companies incorporate chipsets based on our intellectual
property into their products, their products may not achieve commercial
acceptance or result in significant royalties to us.

OUR SUCCESS REQUIRES TELEPHONE COMPANIES TO INSTALL DSL SERVICE IN VOLUME

The success of our DSL licensing business depends upon telephone companies
installing DSL service in significant volumes. Factors that affect the volume
deployment of DSL service include:

                                       13
<PAGE>

     o    the desire of telephone companies to install ADSL or VDSL service,
          which is dependent on the development of a viable business model for
          ADSL or VDSL service, including the capability to market, sell,
          install and maintain the service;
     o    the pricing of ADSL or VDSL services by telephone companies;
     o    the success of internet protocol TV ("IPTV") as a viable consumer
          service offering;
     o    the transition by telephone companies to new ADSL technologies, such
          as ADSL2, ADSL2plus and VDSL2;
     o    the quality of telephone companies' networks;
     o    deployment by phone companies of fiber-to-the home or broadband
          wireless services;
     o    government regulations; and
     o    the willingness of residential telephone customers to demand DSL
          service in the face of competitive service offerings, such as cable
          modems, fiber-based service or broadband wireless access.

If telephone companies do not install DSL service in significant volumes, or if
telephone companies install broadband service based on other technology such as
cable or fiber-to-the-home, our business will be seriously harmed.

OUR INTELLECTUAL PROPERTY IS SUBJECT TO LIMITED PROTECTION

Because we are a technology provider, our ability to protect our intellectual
property and to operate without infringing the intellectual property rights of
others is critical to our success. We regard our technology as proprietary, and
we have a number of patents and pending patent applications. We also rely on a
combination of trade secrets, copyright and trademark law and non-disclosure
agreements to protect our unpatented intellectual property. Despite these
precautions, it may be possible for a third party to copy or otherwise obtain
and use our technology without authorization.

As part of our licensing arrangements, we typically work closely with our
semiconductor and equipment manufacturer licensees, many of whom are also our
potential competitors, and provide them with proprietary know-how necessary for
their development of customized chipsets based on our ADSL technology. Although
our license agreements contain non-disclosure provisions and other terms
protecting our proprietary know-how and technology rights, it is possible that,
despite these precautions, some of our licensees might obtain from us
proprietary information that they could use to compete with us in the
marketplace. Although we intend to defend our intellectual property as
necessary, the steps we have taken may be inadequate to prevent
misappropriation.

In the future, we may choose to bring legal action to enforce our intellectual
property rights. Any such litigation could be costly and time-consuming for us,
even if we were to prevail. Moreover, even if we are successful in protecting
our proprietary information, our competitors may independently develop
technologies substantially equivalent or superior to our technology. The
misappropriation of our technology or the development of competitive technology
could seriously harm our business.

Our technology, software or products may infringe the intellectual property
rights of others. A large and increasing number of participants in the
telecommunications and compression industries have applied for or obtained
patents. Some of these patent holders have demonstrated a readiness to commence
litigation based on allegations of patent and other intellectual property
infringement. Third parties may assert patent, copyright and other intellectual
property rights to technologies that are important to our business. In the past,
we have received claims from other companies that our technology infringes their
patent rights. Intellectual property rights can be uncertain and can involve
complex legal and factual questions. We may infringe the proprietary rights of
others, which could result in significant liability for us. If we were found to
have infringed any third party's patents, we could be subject to substantial
damages and an injunction preventing us from conducting our business.

OUR BUSINESS IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE

The semiconductor and telecommunications industries, as well as the market for
high-speed network access technologies, are characterized by rapid technological
change, with new generations of products being introduced regularly and with
ongoing evolutionary improvements. We expect to depend on our DSL technology for
a substantial portion of our revenue for the foreseeable future. Therefore, we
face risks that others could introduce competing technology that renders our DSL
technology less desirable or obsolete. Also, the announcement of new

                                       14
<PAGE>

technologies could cause our licensees or their customers to delay or defer
entering into arrangements for the use of our existing technology. Either of
these events could seriously harm our business.

We expect that our business will depend to a significant extent on our ability
to introduce enhancements and new generations of our DSL technology as well as
new technologies that keep pace with changes in the telecommunications and
broadband industries and that achieve rapid market acceptance. We must
continually devote significant engineering resources to achieving technical
innovations. These innovations are complex and require long development cycles.
Moreover, we may have to make substantial investments in technological
innovations before we can determine their commercial viability. We may lack
sufficient financial resources to fund future development. Also, our licensees
may decide not to share certain research and development costs with us. Revenue
from technological innovations, even if successfully developed, may not be
sufficient to recoup the costs of development.

One element of our business strategy is to assume the risks of technology
development failure while reducing such risks for our licensees. In the past, we
have spent significant amounts on development projects that did not produce any
marketable technologies or products, and we cannot assure you that it will not
occur again.

WE FACE INTENSE COMPETITION FROM A WIDE RANGE OF COMPETITORS

Our success as an intellectual property supplier depends on the willingness and
ability of semiconductor manufacturers to design, build and sell integrated
circuits based on our intellectual property. The semiconductor industry is
intensely competitive and has been characterized by price erosion, rapid
technological change, short product life cycles, cyclical market patterns and
increasing foreign and domestic competition.

As an intellectual property supplier to the semiconductor industry, we face
intense competition from internal development teams within potential
semiconductor customers. We must convince potential licensees to license from us
rather than develop technology internally. Furthermore, semiconductor customers,
who have licensed our intellectual property, may choose to abandon joint
development projects with us and develop chipsets themselves without using our
technology. In addition to competition from internal development teams, we
compete against other independent suppliers of intellectual property. We
anticipate intense competition from suppliers of intellectual property for ADSL.

The market for DSL chipsets is also intensely competitive. Our success within
the DSL industry requires that DSL equipment manufacturers buy chipsets from our
semiconductor licensees, and that telephone companies buy DSL equipment from
those equipment manufacturers. Our customers' chipsets compete with products
from other vendors of standards-based and DSL chipsets, including Broadcom,
Centillium, Conexant, ST Microelectronics and Texas Instruments.

ADSL and VDSL services offered over copper telephone networks also compete with
alternative broadband transmission technologies that use the telephone network
as well as other network architectures. Alternative technologies for the
telephone network include several types of symmetric high speed DSL, including
HDSL, SDSL and G.SHDSL. Alternative technologies that use other network
architectures to provide high-speed data service include cable modems using
cable networks, wireless solutions using wireless networks, and optical
solutions using fiber optics technology. These alternative broadband
transmission technologies may be more successful than ADSL or VDSL and we may
not be able to participate in the markets involving these alternative
technologies.

Many of our current and prospective DSL licensees, as well as chipset
competitors that compete with our semiconductor licensees, including Broadcom,
Conexant, ST Microelectronics and Texas Instruments, have significantly greater
financial, technological, manufacturing, marketing and personnel resources than
we do. We may be unable to compete successfully, and competitive pressures could
seriously harm our business.

WE MUST MAKE JUDGMENTS IN THE PROCESS OF PREPARING OUR FINANCIAL STATEMENTS

We prepare our financial statements in accordance with generally accepted
accounting principles and certain critical accounting polices that are relevant
to our business. The application of these principles and policies requires us to
make significant judgments and estimates. In the event that judgments and
estimates we make are incorrect, we may have to change them, which could
materially affect our financial position and results of operations.

                                       15
<PAGE>

Moreover, accounting standards have been subject to rapid change and evolving
interpretations by accounting standards setting organizations over the past few
years. The implementation of new standards requires us to interpret and apply
them appropriately. If our current interpretations or applications are later
found to be incorrect, our financial position and results of operations could be
materially affected.

OUR STOCK PRICE MAY BE EXTREMELY VOLATILE

Volatility in our stock price may negatively affect the price you may receive
for your shares of common stock and increases the risk that we could be the
subject of costly securities litigation. The market price of our common stock
has fluctuated substantially and could continue to fluctuate based on a variety
of factors, including:

     o    quarterly fluctuations in our operating results;
     o    changes in future financial guidance that we may provide to investors
          and public market analysts;
     o    changes in our relationships with our licensees;
     o    announcements of technological innovations or new products by us, our
          licensees or our competitors;
     o    changes in ADSL market growth rates as well as investor perceptions
          regarding the investment opportunity that companies participating in
          the ADSL industry afford them;
     o    changes in earnings estimates by public market analysts;
     o    key personnel losses;
     o    sales of our common stock; and
     o    developments or announcements with respect to industry standards,
          patents or proprietary rights.

In addition, the equity markets have experienced volatility that has
particularly affected the market prices of equity securities of many high
technology companies and that often has been unrelated or disproportionate to
the operating performance of such companies. These broad market fluctuations may
adversely affect the market price of our common stock.

OUR BUSINESS MAY BE AFFECTED BY GOVERNMENT REGULATIONS

The extensive regulation of the telecommunications industry by federal, state
and foreign regulatory agencies, including the Federal Communications
Commission, and various state public utility and service commissions, could
affect us through the effects of such regulation on our licensees and their
customers. In addition, our business may also be affected by the imposition of
certain tariffs, duties and other import restrictions on components that our
customers obtain from non-domestic suppliers or by the imposition of export
restrictions on products sold internationally and incorporating our technology.
Changes in current or future laws or regulations, in the United States or
elsewhere, could seriously harm our business.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.  PROPERTIES

We believe that our existing facilities are adequate for our current needs and
that additional space sufficient to meet our needs for the foreseeable future
will be available on reasonable terms. We currently occupy approximately:

1.   72,000 square feet of office space in Bedford, Massachusetts, which serves
     as our headquarters. This site is used for our research and development,
     sales and marketing, and administrative activities. We own this facility.

2.   530 square feet of research and development space in Lafayette, California.
     This facility is currently leased for a 3-year term, which expires on
     August 31, 2007.


                                       16
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

From time-to-time we are involved in litigation incidental to the conduct of our
business. We are not party to any lawsuit or proceeding that, in our opinion, is
likely to seriously harm our business.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fourth
quarter ended December 31, 2005.


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is the only class of stock we have outstanding, and it trades
on the Nasdaq National Market under the symbol AWRE. The following table sets
forth the high and the low sales prices of our common stock as reported on the
Nasdaq National Market for the periods indicated from January 1, 2004 to
December 31, 2005.

<TABLE>
<CAPTION>
                                     FIRST         SECOND        THIRD        FOURTH
                                    QUARTER       QUARTER       QUARTER      QUARTER
     -----------------------------------------------------------------------------------
<S>                                  <C>           <C>           <C>           <C>
     2005
       High.................         $6.37         $6.80         $7.24         $7.60
       Low..................          4.13          3.77          4.49          4.36

     2004
       High.................         $4.69         $5.18         $4.07         $5.35
       Low..................          2.80          2.70          2.32          2.29
</TABLE>

As of March 6, 2006, we had approximately 139 shareholders of record. This
number does not include shareholders from whom shares were held in a "nominee"
or "street" name. We have never paid cash dividends on our common stock and we
anticipate that we will continue to reinvest any earnings to finance future
operations.

We did not sell any equity securities that were not registered under the
Securities Act of 1933 during the three months ended December 31, 2005.


                                       17
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

In the table below, we provide you with our selected consolidated financial
data. We have prepared this information using our audited consolidated financial
statements for the years ended December 31, 2005, 2004, 2003, 2002, and 2001.
When you read this selected financial data, it is important that you read it
along with Management's Discussion and Analysis of Financial Condition and
Results of Operations, our historical consolidated financial statements, and the
related notes to the financial statements, which can be found in Item 8.

<TABLE>
<CAPTION>

Year ended December 31,                         2005        2004         2003       2002        2001
-------------------------------------------------------------------------------------------------------
                                                       (in thousands, except per share data)
<S>                                            <C>         <C>         <C>         <C>         <C>
Statements of Operations Data
-----------------------------
Revenue..................................      $15,667     $16,485     $10,843     $13,844     $18,547
Loss from operations.....................       (3,618)     (1,925)     (8,635)    (12,529)     (4,823)
Net loss.................................       (2,468)     (1,367)     (8,038)    (18,728)     (2,520)
Net loss per share - basic...............       ($0.11)     ($0.06)     ($0.35)     ($0.83)     ($0.11)
Net loss per share - diluted.............       ($0.11)     ($0.06)     ($0.35)     ($0.83)     ($0.11)


Balance Sheet Data
------------------
Cash and short-term investments..........      $36,763     $34,965     $35,051     $33,302     $57,284
Working capital..........................       39,124      37,168      36,727      33,481      59,608
Total assets.............................       49,741      50,183      51,024      59,237      78,103
Total liabilities........................        2,238       1,427       1,384       1,659       1,947
Total stockholders' equity...............       47,503      48,756      49,640      57,578      76,156
</TABLE>


                                       18
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

The following table sets forth, for the years indicated, certain line items from
our consolidated statements of operations stated as a percentage of total
revenue:

<TABLE>
<CAPTION>
                                                                  Year ended December 31,
                                                      -----------------------------------------------
   Revenue:                                                 2005            2004           2003
                                                      -----------------------------------------------
<S>                                                           <C>             <C>            <C>
      Product sales................................            35%             29%            40%
      Contract revenue.............................            43              46             26
      Royalties....................................            22              25             34
                                                      -----------------------------------------------
        Total revenue..............................           100             100            100

   Costs and expenses:
      Cost of product sales........................             3               5             10
      Cost of contract revenue.....................            21              16             14
      Research and development.....................            65              61            111
      Selling and marketing........................            17              14             22
      General and administrative...................            17              15             22
                                                      -----------------------------------------------
         Total costs and expenses..................           123             111            179

   Loss from operations............................           (23)            (11)           (79)

   Interest income.................................             7               3              5
                                                      -----------------------------------------------

   Loss before provision for income taxes..........           (16)             (8)           (74)
   Provision for income taxes......................             -               -              -
                                                      -----------------------------------------------
   Net loss........................................           (16)%            (8)%          (74)%
                                                      ===============================================
</TABLE>

PRODUCT SALES

Product sales consist primarily of revenue from the sale of hardware and
software products. Hardware products include ADSL test and development systems,
modules, and modems. Software products consist of standard off-the-shelf
software products for biometric, medical imaging and digital imaging
applications, as well as DSL test and diagnostics software.

Product sales increased 14% from $4.8 million in 2004 to $5.4 million in 2005.
As a percentage of total revenue, product sales increased from 29% in 2004 to
35% in 2005. The dollar increase was primarily due to a $1.7 million increase in
revenue from the sale of software products, which was partially offset by a $1.0
million decrease in revenue from the sale of hardware products.

Product sales increased 10% from $4.3 million in 2003 to $4.8 million in 2004.
As a percentage of total revenue, product sales decreased from 40% in 2003 to
29% in 2004. The dollar increase was due to a $0.9 million increase in revenue
from the sale of software products, which was partially offset by a $0.4 million
decrease in revenue from the sale of hardware products.

CONTRACT REVENUE

Contract revenue consists primarily of license and engineering service fees that
we receive under agreements with our customers to develop DSL (including ADSL2,
ADSL2plus or VDSL2) chipsets.

                                       19
<PAGE>

Contract revenue decreased 11% from $7.6 million in 2004 to $6.7 million in
2005. As a percentage of total revenue, contract revenue decreased from 46% in
2004 to 43% in 2005. The dollar decrease in 2005 was from $2.0 million lower
revenue from existing customers which was partially offset by $1.1 million of
revenue from new customers.

Contract revenue increased 167% from $2.8 million in 2003 to $7.6 million in
2004. As a percentage of total revenue, contract revenue increased from 26% in
2003 to 46% in 2004. The dollar increase in 2004 was from $3.7 million higher
revenue from existing customers and $1.0 million from new customers.

The environment for licensing intellectual property for communications
integrated circuits continues to be difficult. Both existing and prospective DSL
chipset licensees have been reluctant to begin new development projects given:
(i) generally weak worldwide economic conditions, (ii) a difficult and uncertain
environment in the semiconductor and telecommunications industries, and (iii)
intense DSL chipset competition and falling chipset prices. During the last
several years, customers and potential customers cautiously evaluated new
chipset projects or delayed or cancelled projects in the face of such
conditions.

ROYALTIES

Royalties consist of royalty payments that we receive under licensing
agreements. We receive royalties from customers for the right to use our
technology in their chipsets or solutions.

Royalties decreased 15% from $4.2 million in 2004 to $3.5 million in 2005. As a
percentage of total revenue, royalties decreased from 25% in 2004 to 22% in
2005. The dollar decrease in royalties was due to a $0.5 million decrease in
ADSL royalties and a $0.2 million decrease in biometrics and medical imaging
royalties.

Royalties increased 12% from $3.7 million in 2003 to $4.2 million in 2004. As a
percentage of total revenue, royalties decreased from 34% in 2003 to 25% in
2004. The dollar increase in royalties was due to a $0.3 million increase in
ADSL royalties and a $0.2 million increase in biometrics and medical imaging
royalties.

Our royalty revenue came predominantly from ADSL chipset sales by Analog
Devices, Inc. ("ADI"), and Infineon Technologies AG ("Infineon"). Despite steady
growth of worldwide ADSL subscribers over the last several years, the
availability of ADSL chipsets from a number of suppliers and intense competition
among those suppliers has caused chipset prices to steadily decline. We are
uncertain how quickly sales of our customers' chipsets will increase and whether
such increases will contribute meaningful royalties to us.

COST OF PRODUCT SALES

Since the cost of software product sales is minimal, cost of product sales
consists primarily of the cost of hardware product sales.

Cost of product sales decreased 45% from $0.9 million in 2004 to $0.5 million in
2005. As a percentage of product sales, cost of product sales decreased from 18%
in 2004 to 9% in 2005. Cost of product sales decreased in 2005 due to a decrease
in hardware product sales. The increase in overall product margins was due to a
larger proportion of software sales in the product sales revenue mix.

Cost of product sales decreased 17% from $1.0 million in 2003 to $0.9 million in
2004. As a percentage of product sales, cost of product sales decreased from 24%
in 2003 to 18% in 2004. Cost of product sales decreased in 2004 due to a
decrease in hardware product sales. The increase in overall product margins was
due to a larger proportion of software sales in the product sales revenue mix.

COST OF CONTRACT REVENUE

Cost of contract revenue consists primarily of salaries for engineers and
expenses for consultants, technology licensing fees, recruiting, supplies,
equipment, depreciation and facilities associated with customer development
projects. Our total engineering costs are allocated between cost of contract
revenue and research and development expense. In a given period, the allocation
of engineering costs between cost of contract revenue and research and
development is a function of the level of effort expended on each.

                                       20
<PAGE>

Cost of contract revenue increased 22% from $2.7 million in 2004 to $3.3 million
in 2005. As a percentage of contract revenue, cost of contract revenue increased
from 35% in 2004 to 49% in 2005. The dollar increase in cost of contract revenue
was due to an increase in engineering services contracts and an increase in cost
of contract revenues associated with StratiPHY3 licensing contracts.

Cost of contract revenue increased 71% from $1.6 million in 2003 to $2.7 million
in 2004. As a percentage of contract revenue, cost of contract revenue decreased
from 55% in 2003 to 35% in 2004. The dollar increase in cost of contract revenue
was due to more customer contracts and higher contract revenue in 2004 as
compared to 2003.

RESEARCH AND DEVELOPMENT EXPENSE

Research and development expense consists primarily of salaries for engineers
and expenses for consultants, recruiting, supplies, equipment, depreciation and
facilities related to engineering projects to improve our broadband intellectual
property offerings, as well as our software and hardware product technology.
Research and development expense increased 2% from $10.0 million in 2004 to
$10.2 million in 2005. As a percentage of total revenue, research and
development expense increased from 61% in 2004 to 65% in 2005. The dollar
increase was primarily from higher compensation and fringe benefit costs of $0.4
million, and higher chip and board design and development costs of $0.8 million.
These cost increases were partially offset by $0.8 million decreased spending
resulting from a shift of engineers to customer projects, where spending is
classified as cost of contract revenue. This shift occurred because we had more
customer projects in 2005 than in 2004. The dollar increase was also reduced by
$0.3 million lower depreciation expense. Our research and development spending
was principally focused on improving our ADSL, ADSL2 and ADSL2plus
StratiPHY2+(TM) technology and chips, developing and improving our VDSL2
StratiPHY3 technology and chips, developing analog front end technology for DSL
solutions, developing test and diagnostics hardware and software and developing
imaging and biometrics software.

Research and development expense decreased 17% from $12.1 million in 2003 to
$10.0 million in 2004. As a percentage of total revenue, research and
development expense decreased from 111% in 2003 to 61% in 2004. The dollar
decrease was primarily from $0.7 million decreased spending resulting from a
shift of engineers to customer projects, where spending is classified as cost of
contract revenue. This shift occurred because we had more customer projects in
2004 than in 2003. The dollar decrease in spending was also attributable to $0.5
million lower compensation and fringe benefit costs and $0.4 million lower
depreciation expense.

On January 3, 2005 the 5% salary reductions for employees and 10% salary
reductions for senior management effective, January 1, 2003 were eliminated and
the January 1, 2003 salaries were reinstated for those employees that were
affected by the salary reduction. This salary reinstatement increased total 2005
engineering expenses by $0.3 million, and increased total 2005 company expenses
by $0.5 million.

SELLING AND MARKETING EXPENSE

Selling and marketing expense consists primarily of salaries for sales and
marketing personnel, travel, advertising and promotion, recruiting, and
facilities expense. Sales and marketing expense increased 15% from $2.4 million
in 2004 to $2.7 million in 2005. As a percentage of total revenue, sales and
marketing expense increased from 14% in 2004 to 17% in 2005. The dollar and
percentage increases were primarily due to $0.3 million higher spending on
compensation and fringe benefit costs.

Sales and marketing expense was approximately $2.4 million in both 2003 and
2004. As a percentage of total revenue, sales and marketing expense decreased
from 22% in 2003 to 14% in 2004. The percentage decrease was primarily due to
higher revenue in 2004 as compared to 2003.

GENERAL AND ADMINISTRATIVE EXPENSE

General and administrative expense consists primarily of salaries for
administrative personnel, facility costs, bad debt, audit, legal, stock exchange
and insurance expenses. General and administrative expense increased 6% from
$2.5 million in 2004 to $2.6 million in 2005. As a percentage of total revenue,
general and administrative expense increased from 15% in 2004 to 17% in 2005.
The dollar and percentage increases were primarily due to $0.2 million higher
spending on compensation and fringe benefit costs partially offset by a $0.1
million decrease in professional fees and insurance.

                                       21
<PAGE>

General and administrative expense increased 4% from $2.4 million in 2003 to
$2.5 million in 2004. As a percentage of total revenue, general and
administrative expense decreased from 22% in 2003 to 15% in 2004. The dollar
increase was primarily due to a $0.1 million lower provision for bad debts in
2004 compared with 2003, and a $0.1 million increase in professional fees and
insurance. These increases were reduced by a $0.1 million decrease in
depreciation expense.

INTEREST INCOME

Interest income increased 106% or $0.6 from $0.6 million in 2004 to $1.2 million
in 2005. The dollar increase was primarily due to higher interest rates earned
on our investments throughout 2005.

Interest income decreased 7% or $39,000 in 2004 and was approximately $0.6
million in both 2003 and 2004. The dollar decrease was primarily due to lower
cash balances.

INCOME TAXES

We evaluate, on a quarterly basis, the positive and negative evidence affecting
the realizability of our deferred tax assets. As a result of incurring operating
losses since 2001, we determined that it is more likely than not that our
deferred tax assets may not be realized, and since the fourth quarter of 2002
have established a full valuation allowance for our net deferred tax assets.
Accordingly, we have not recorded a deferred tax benefit for the operating
losses incurred in the years ended December 31, 2004 and 2005.

In 2002, we determined that due to our continuing operating losses in 2001 and
2002 as well as the uncertainty of the timing of profitability in future
periods, we should fully reserve our deferred tax assets. As a result, we
recorded a tax provision of $7.1 million in 2002 to reserve for our remaining
deferred tax assets.

As of December 31, 2005, we had federal net operating loss and research and
experimentation credit carry forwards of approximately $50.0 million and $10.6
million respectively, which may be available to offset future federal income tax
liabilities and expire at various dates from 2007 through 2025. In addition, at
December 31, 2005, we had approximately $6.1 million and $5.3 million of state
net operating losses and state research and development and investment tax carry
forwards, respectively, which expire at various dates from 2006 through 2020.
Ownership changes, if any, as defined in the Internal Revenue Code, may limit
the amount of net operating loss carryforwards that can be utilized annually to
offset future taxable income.

Of the total net operating loss and research and development tax credit
carryforwards for which a valuation allowance was recorded, approximately $22.1
million is attributable to the exercise of stock options and the tax benefit
will be credited to additional paid-in capital, if realized in the future.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception in March 1986, we have financed our activities primarily
through the sale of stock. In the years ended December 31, 2005, 2004 and 2003,
we received net proceeds from the issuance of stock under employee stock plans
of $1.2 million, $0.5 million and $0.1 million, respectively. Our operating
activities used net cash of $2.0 million, $0.9 million, and $8.1 million in the
years ended December 31, 2005, 2004 and 2003, respectively. Cash used in our
operating activities was primarily the result of operating losses and working
capital requirements.

In the years ended December 31, 2005, 2004, and 2003, we made capital
expenditures of $0.4 million, $0.3 million, and $0.2 million, respectively.
Capital expenditures in all three years primarily consisted of spending on
computer hardware and software, laboratory equipment, and furniture used
principally in engineering activities. We have no material commitments for
capital expenditures. In the year ended December 31, 2005 we purchased $0.3
million of other assets.

At December 31, 2005, we had cash, cash equivalents, short-term investments and
investments of $36.8 million. While we can not assure you that we will not
require additional financing, or that such financing will be available to us, we
believe that our cash, cash equivalents, short-term investments and investments
will be sufficient to fund our operations for at least the next twelve months.

                                       22
<PAGE>

To date, inflation has not had a material impact on our financial results. There
can be no assurance, however, that inflation will not adversely affect our
financial results in the future.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any financial partnerships with unconsolidated entities, such as
entities often referred to as structured finance, special purpose entities or
variable interest entities which are often established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes. Accordingly, we are not exposed to any financing, liquidity,
market or credit risk that could arise if we had such relationships.

CONTRACTUAL OBLIGATIONS

We have various contractual obligations impacting our liquidity. The following
represents our contractual obligations as of December 31, 2005 (in thousands):

<TABLE>
<CAPTION>

                                                            Payments Due By Period
                                   ---------------------------------------------------------------------
                                                  Less than                                  More than
    CONTRACTUAL OBLIGATIONS           Total         1 year       1-3 years     3-5 years      5 years
    -----------------------        -----------   ------------   -----------   -----------   ------------
<S>                                  <C>            <C>            <C>           <C>            <C>
    Operating leases                 $    30        $    19        $   11        $    -         $    -
    Purchase orders                      232            232             -             -              -
                                   -----------   ------------   -----------   -----------   ------------
    Total                            $   262        $   251        $   11        $    -         $    -
                                   ===========   ============   ===========   ===========   ============
</TABLE>

CRITICAL ACCOUNTING POLICIES

We consider certain accounting policies related to revenue recognition, income
taxes and the allowance for doubtful accounts to be critical policies.

REVENUE RECOGNITION. We derive our revenue from three sources (i) product
revenue, which includes revenue from the sale of hardware and software products
for the automated test equipment market and software products for the
biometrics, medical and digital imaging markets, (ii) contract revenue, which
includes patent, license and engineering service fees that we receive under
customer agreements, and (iii) royalties that we receive under customer
agreements.

As prescribed by Securities and Exchange Commission Staff Accounting Bulletin
No. 104, "Revenue Recognition", we recognize revenue when there is persuasive
evidence of an arrangement, the sales price is fixed or determinable, collection
of the related receivable is reasonably assured, and delivery has occurred or
services have been rendered. We also apply the principles set forth in AICPA
Statement of Position No. 97-2, "Software Revenue Recognition", when recognizing
software revenue. Our revenue recognition policies are described more fully in
Note 2, Summary of Significant Accounting Policies, in the Notes to our
Consolidated Financial Statements.

As described below, we make significant judgments and estimates during the
process of determining revenue for any particular accounting period.

In determining revenue recognition, we assess whether fees associated with
revenue transactions are fixed or determinable and whether or not collection is
reasonably assured. We make a judgment whether fees are fixed or determinable
based on the payment terms associated with that transaction. We assess
collection based on a number of factors, including past transaction history with
the customer and the credit-worthiness of the customer. If we determine that
collection of a fee is not reasonably assured, we defer the fee and recognize
revenue at the time collection becomes reasonably assured.

In addition to these general revenue recognition judgments, we make specific
judgments and estimates with respect to the recognition of contract revenue.
When our agreements include the delivery of licensing rights and technology as
well as the provision of engineering services, we combine the total patent,
license and engineering service fees to be paid under the agreement. These total
fees are recognized ratably over the expected product development period,
subject to the limitation that the cumulative revenue recognized through the end
of any period may not exceed

                                       23
<PAGE>

cumulative contract payments to date. We review assumptions regarding the
product development period on a regular basis and make adjustments as required.
Consistent with the principles of SAB 104, we believe that this method
represents the appropriate systematic method for revenue recognition for this
type of contract.

After customers enter into development and license agreements, they often engage
us to provide additional engineering work that is beyond the scope of their
original agreement. When customers request additional services, both parties
agree to engineering fees that are based on the level of effort required. We
recognize revenue from these agreements either as engineering services are
performed or as milestones are achieved.

INCOME TAXES. As part of the process of preparing our consolidated financial
statements we are required to estimate our actual current tax expense. We must
also estimate temporary and permanent differences that result from differing
treatment of certain items for tax and accounting purposes. These differences
result in deferred tax assets and liabilities, which are included in our
consolidated balance sheet. We must then assess the likelihood that our deferred
tax assets will be recovered from future taxable income and to the extent that
we believe that recovery is not likely, we must establish a valuation allowance.
To the extent we establish a valuation allowance or increase this allowance in a
period for deferred tax assets, which have been recognized, we must include an
expense with the tax provision in the statement of operations.

Significant management judgment is required in determining our provision for
income taxes, our deferred tax assets, and any valuation allowance recorded
against our net deferred tax assets. Our deferred tax assets relate to net
operating losses and research and development tax credits that we are carrying
forward into future tax periods. As of December 31, 2005, we had a total of
$43.0 million of deferred tax assets for which we had recorded a full valuation
allowance.

Of the total valuation allowance, approximately $22.1 million relates to net
operating loss and research and development tax credit carryforwards that are
attributable to the exercise of stock options and the tax benefit will be
credited to additional paid-in capital, if realized in the future.

ALLOWANCE FOR DOUBTFUL ACCOUNTS. We make judgments as to our ability to collect
outstanding receivables and provide allowances for receivables when collection
becomes doubtful. Provisions are made based upon a specific review of all
significant outstanding invoices. If the judgments we make to determine the
allowance for doubtful accounts do not reflect the future ability to collect
outstanding receivables, additional provisions for doubtful accounts may be
required.

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS - In December 2004, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards No.
123 (revised 2004), "Share-Based Payment" ("SFAS 123(R)"). SFAS 123(R) is a
revision of Statement of Financial Accounting Standard No. 123, "Accounting for
Stock-Based Compensation", supersedes Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees", and amends FASB Statement No.
95, "Statement of Cash Flows". SFAS 123(R) requires all share-based payments to
employees, including grants of employee stock options and stock purchases under
employee stock purchase plans, to be recognized in the financial statements
based on their fair values. In March 2005, the Securities and Exchange
Commission (SEC) issued Staff Accounting Bulletin No. 107 ("SAB 107"), which
provides the Staff's views regarding interactions between FAS 123(R) and certain
SEC rules and regulations and provides interpretations of the valuation of
share-based payments for public companies. In April 2005, the SEC adopted a new
rule amending the compliance dates for SFAS 123(R). In accordance with the new
rule, the accounting provisions of SFAS 123(R) are effective for us in our
fiscal year beginning January 1, 2006.

We will adopt SFAS 123(R) using the "modified-prospective method," which is a
method in which compensation cost is recognized beginning with the effective
date (a) based on the requirements of SFAS 123(R) for all share-based payments
granted after the effective date and (b) based on the requirements of Statement
No. 123 for all awards granted to employees prior to the effective date of SFAS
123(R) that remain unvested on the effective date. We expect to apply the
Black-Scholes valuation model in determining the fair value of share-based
payments to employees, which will then be amortized on a straight-line basis. We
expect the adoption to have a material impact on our consolidated statements of
operations.

                                       24
<PAGE>

In May 2005, the FASB issued FASB Statement No. 154, "Accounting Changes and
Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes and
FASB Statement No. 3, Reporting Accounting Changes in Interim Financial
Statements" ("FAS 154"). FAS 154 provides guidance on the accounting for and
reporting of accounting changes and error corrections. It establishes, unless
impracticable, retrospective application as the required method for reporting a
change in accounting principle in the absence of explicit transition
requirements specific to the newly adopted accounting principle. FAS 154 also
provides guidance for determining whether retrospective application of a change
in accounting principle is impracticable and for reporting a change when
retrospective application is impracticable. The provisions of this Statement are
effective for accounting changes and corrections of errors made in fiscal
periods beginning after December 15, 2005. The adoption of the provisions of FAS
154 is not expected to have a material impact on the Company's financial
position or results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk relates primarily to our investment portfolio, and
the effect that changes in interest rates would have on that portfolio. Our
investment portfolio has included:

     o    Cash and cash equivalents, which consist of financial instruments with
          original maturities of three months or less;
     o    Short-term investments, which consist of financial instruments with
          remaining maturities of twelve months or less, and auction rate
          securities that typically have interest reset dates of twenty-eight
          days; and
     o    Investments, which consist of financial instruments that mature in
          three years or less.

All of our investments meet the high quality standards specified in our
investment policy. This policy dictates the maturity period and limits the
amount of credit exposure to any one issue, issuer, and type of instrument.

The interest rates on our auction rate securities are typically reset by auction
every twenty-eight days. Although our auction rate securities have been readily
marketable, if an auction were to fail, we may not be able to sell these
securities on the planned reset date thereby increasing our holding period.

We do not use derivative financial instruments for speculative or trading
purposes. As of December 31, 2005, we had invested $36.8 million in cash, cash
equivalents and short-term investments that matured in twelve months or less.
Due to the short duration of these financial instruments, we do not expect that
an increase in interest rates would result in any material loss to our
investment portfolio. As of December 31, 2005, we had no long-term investments.

                                       25
<PAGE>

ITEM 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Aware, Inc.:

We have completed integrated audits of Aware, Inc.'s 2005 and 2004 consolidated
financial statements and of its internal control over financial reporting as of
December 31, 2005 and an audit of its 2003 consolidated financial statements in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Our opinions, based on our audits, are presented below.

CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

In our opinion, the consolidated financial statements listed in the index
appearing under Item 15(a)(1) present fairly, in all material respects, the
financial position of Aware, Inc. and its subsidiary at December 31, 2005 and
2004, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2005 in conformity with accounting
principles generally accepted in the United States of America. In addition, in
our opinion, the financial statement schedule listed in the index appearing
under Item 15(a)(2) presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements. These financial statements and financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and financial statement
schedule based on our audits. We conducted our audits of these statements in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit of financial statements includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Also, in our opinion, management's assessment, included in Management's Report
on Internal Control Over Financial Reporting appearing under Item 9A, that the
Company maintained effective internal control over financial reporting as of
December 31, 2005 based on criteria established in INTERNAL CONTROL - INTEGRATED
FRAMEWORK issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), is fairly stated, in all material respects, based on those
criteria. Furthermore, in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31,
2005, based on criteria established in INTERNAL CONTROL - INTEGRATED FRAMEWORK
issued by the COSO. The Company's management is responsible for maintaining
effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting. Our
responsibility is to express opinions on management's assessment and on the
effectiveness of the Company's internal control over financial reporting based
on our audit. We conducted our audit of internal control over financial
reporting in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. An audit of internal control over financial reporting includes
obtaining an understanding of internal control over financial reporting,
evaluating management's assessment, testing and evaluating the design and
operating effectiveness of internal control, and performing such other
procedures as we consider necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (iii) provide reasonable assurance

                                       26
<PAGE>

regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Boston, Massachusetts
March 14, 2006








                                       27
<PAGE>
<TABLE>
<CAPTION>
                                                    AWARE, INC.
                                            CONSOLIDATED BALANCE SHEETS
                                  (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                                                                          DECEMBER 31,
                                                                               -----------------------------------
                                                                                    2005                2004
                                                                               ----------------    ---------------
<S>                                                                                   <C>                  <C>
ASSETS
Current assets:
     Cash and cash equivalents.............................................           $13,068              $7,482
     Short-term investments................................................            23,695              27,483
     Accounts receivable (less allowance for doubtful accounts of $97
         in 2005 and $110 in 2004).........................................             3,749               3,070
     Inventories...........................................................                86                 143
     Prepaid expenses and other current assets.............................               764                 417
                                                                               ----------------    ---------------
           Total current assets............................................            41,362              38,595
                                                                               ----------------    ---------------

Property and equipment, net................................................             8,075               8,287
Investments................................................................                 -               3,301
Other assets, net..........................................................               304                   -
                                                                               ----------------    ---------------
           Total assets....................................................           $49,741             $50,183
                                                                               ================    ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable......................................................              $607                $361
     Accrued expenses......................................................               159                 157
     Accrued compensation..................................................               722                 625
     Accrued professional..................................................               212                 169
     Deferred revenue......................................................               538                 115
                                                                               ----------------    ---------------
             Total current liabilities.....................................             2,238               1,427
                                                                               ----------------    ---------------

Commitments and contingent liabilities (Note 7)

Stockholders' equity:
     Preferred stock, $1.00 par value; 1,000,000 shares authorized,
          none outstanding ................................................                 -                   -
      Common stock, $.01 par value; shares authorized,
             70,000,000 in 2005 and 2004; issued
             and outstanding, 23,281,575in 2005 and 22,908,818 in 2004.....               233                 229
      Additional paid-in capital...........................................            79,093              77,882
      Accumulated deficit..................................................           (31,823)            (29,355)
                                                                               ----------------    ---------------
             Total stockholders' equity....................................            47,503              48,756
                                                                               ----------------    ---------------
             Total liabilities and stockholders' equity....................           $49,741             $50,183
                                                                               ================    ===============


               The accompanying notes are an integral part of the consolidated financial statements.

                                                        28
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                 AWARE, INC.
                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (IN THOUSANDS, EXCEPT PER SHARE DATA)


                                                                        YEARS ENDED DECEMBER 31,
                                                            -----------------------------------------------
                                                                  2005           2004            2003
                                                            -----------------------------------------------
<S>                                                               <C>            <C>            <C>
Revenue:
    Product sales.......................................           $5,431         $4,759         $4,309
    Contract revenue....................................            6,719          7,575          2,840
    Royalties...........................................            3,517          4,151          3,694
                                                            -----------------------------------------------
        Total revenue...................................           15,667         16,485         10,843
                                                            -----------------------------------------------

Costs and expenses:
    Cost of product sales...............................              474            862          1,043
    Cost of contract revenue............................            3,270          2,683          1,567
    Research and development............................           10,170         10,013         12,074
    Selling and marketing...............................            2,738          2,379          2,407
    General and administrative..........................            2,633          2,473          2,387
                                                            -----------------------------------------------
        Total costs and expenses........................           19,285         18,410         19,478
                                                            -----------------------------------------------

Loss from operations....................................           (3,618)        (1,925)        (8,635)
Interest income.........................................            1,150            558            597
                                                            -----------------------------------------------
Loss before provision for income taxes..................           (2,468)        (1,367)        (8,038)
Provision for income taxes..............................                -              -              -
                                                            -----------------------------------------------

Net loss................................................          ($2,468)       ($1,367)       ($8,038)
                                                            ===============================================


Net loss per share - basic and diluted..................           ($0.11)        ($0.06)        ($0.35)


Weighted average shares - basic and diluted.............           23,076         22,785         22,713


            The accompanying notes are an integral part of the consolidated financial statements.

                                                     29
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                     AWARE, INC.
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (IN THOUSANDS)


                                                                              YEARS ENDED DECEMBER 31,
                                                                 --------------------------------------------------
                                                                        2005             2004            2003
                                                                 --------------------------------------------------
<S>                                                                    <C>              <C>             <C>
Cash flows from operating activities:
   Net loss..................................................          ($2,468)         ($1,367)        ($8,038)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation and amortization..........................              614              969           1,471
      Provision for doubtful accounts.......................                 -              (50)           (150)
      Increase (decrease) from changes in assets and
         liabilities:
      Accounts receivable....................................             (679)            (571)         (1,041)
      Inventories............................................               57              (95)              2
      Prepaid expenses and other current assets..............             (347)             146             (33)
      Accounts payable.......................................              246              100             (13)
      Accrued expenses.......................................              142              299            (591)
      Deferred revenue.......................................              423             (356)            329
                                                                 --------------------------------------------------
           Net cash used in operating activities.............           (2,012)            (925)         (8,064)
                                                                 --------------------------------------------------

Cash flows from investing activities:
    Purchases of property and equipment......................             (368)            (256)           (190)
    Purchase of other assets.................................             (338)               -               -
    Sales of investments.....................................           21,977           33,051          21,775
    Purchases of investments.................................          (14,888)         (27,175)        (15,185)
                                                                 --------------------------------------------------
           Net cash provided by investing activities.........            6,383            5,620           6,400
                                                                 --------------------------------------------------

Cash flows from financing activities:
    Proceeds from issuance of common stock ..................            1,215              483             100
                                                                 --------------------------------------------------
           Net cash provided by financing activities.........            1,215              483             100
                                                                 --------------------------------------------------

Increase (decrease) in cash and cash equivalents.............            5,586            5,178          (1,564)
Cash and cash equivalents, beginning of year.................            7,482            2,304           3,868
                                                                 --------------------------------------------------

Cash and cash equivalents, end of year ......................          $13,068           $7,482          $2,304
                                                                 ==================================================



                The accompanying notes are an integral part of the consolidated financial statements.

                                                         30
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                    AWARE, INC.
                                  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                  (IN THOUSANDS)


                                                  Common Stock          Additional                     Total
                                            --------------------------   Paid-In      Accumulated   Stockholders'
                                              Shares        Amount       Capital        Deficit        Equity
                                            ---------------------------------------------------------------------
<S>                                              <C>             <C>        <C>          <C>            <C>
Balance at December 31, 2002..............       22,698          $227       $77,301      ($19,950)      $57,578

    Exercise of common stock options .....            3             -            10                          10
    Issuance of common stock under
       employee stock purchase plan.......           49             1            89                          90
    Net loss..............................                                                 (8,038)       (8,038)
                                            ---------------------------------------------------------------------

Balance at December 31, 2003..............       22,750           228        77,400       (27,988)       49,640

    Exercise of common stock options .....          110             1           349                         350
    Issuance of common stock under
       employee stock purchase plan.......           49             -           133                         133
    Net loss..............................                                                 (1,367)       (1,367)
                                            ---------------------------------------------------------------------

Balance at December 31, 2004..............       22,909           229        77,882       (29,355)       48,756

    Exercise of common stock options .....          340             4         1,062                       1,066
    Issuance of common stock under
       employee stock purchase plan.......           33             -           149                         149
    Net loss..............................                                                 (2,468)       (2,468)
                                            ---------------------------------------------------------------------

Balance at December 31, 2005..............       23,282          $233       $79,093      ($31,823)      $47,503
                                            =====================================================================


               The accompanying notes are an integral part of the consolidated financial statements.


                                                        31
</TABLE>

<PAGE>

                                   AWARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   NATURE OF BUSINESS

     We are a leader in the development and marketing of intellectual property
     for broadband communications. Our principal offering to date has been
     Asymmetric Digital Subscriber Line ("ADSL") technology for the
     telecommunications industry. ADSL enables telephone companies to use their
     existing copper telephone lines to offer broadband services. We license our
     broadband technology on a nonexclusive and worldwide basis to semiconductor
     companies that manufacture and sell integrated circuits that incorporate
     our technology to equipment companies who incorporate those integrated
     circuits into their products. We also offer ADSL hardware and software
     products and biometrics, medical and digital imaging software products.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION - The consolidated financial statements include the
     accounts of Aware, Inc. and its subsidiary. All significant intercompany
     transactions have been eliminated.

     CASH AND CASH EQUIVALENTS - Cash and cash equivalents consist primarily of
     demand deposits, money market funds, commercial paper, and discount notes
     in highly liquid short-term instruments with original maturities of three
     months or less from the date of purchase and are stated at cost, which
     approximates market.

     INVESTMENTS - At December 31, 2005 and 2004, we categorized all securities
     as "available-for-sale," since we may liquidate these investments
     currently. In calculating realized gains and losses, cost is determined
     using specific identification. Unrealized gains and losses on
     available-for-sale securities are excluded from earnings and reported in a
     separate component of stockholders' equity. At December 31, 2005 and 2004,
     unrealized gains and losses were not material. Gross realized gains on
     available for sale securities were zero in 2005 and $665 in 2004 and
     $11,912 in 2003. There were no gross realized losses during those periods.

     At December 31, 2005 and December 31, 2004, we held $17.1 million and $15.8
     million, respectively, of auction variable rate notes classified as
     available-for-sale securities. Our investments in these securities are
     recorded at cost, which approximates fair market value due to their
     variable interest rates, which typically reset every 28 days, and, despite
     the long-term nature of their stated contractual maturities, we have the
     ability to quickly liquidate these securities. As a result, we had no
     cumulative gross unrealized holding gains (losses) or gross realized gains
     (losses) from these investments. All income generated from these
     investments was recorded as interest income.

     The amortized cost of securities, which approximates fair value, consists
     of the following at December 31, 2005 and 2004 (in thousands):

        Short-term Investments                      2005          2004
        ----------------------                  ------------  ------------
          Auction variable rate notes........       $17,082       $15,750
          Corporate debt securities..........         1,262         2,586
          U.S. agency securities.............         5,351         9,147
                                                ------------  ------------
            Total............................       $23,695       $27,483
                                                ============  ============

        Investments                                 2005          2004
        -----------                             ------------  ------------
          Corporate debt securities..........       $     -       $     -
          U.S. agency securities.............             -         3,301
                                                ------------  ------------
            Total............................       $     -       $ 3,301
                                                ============  ============

     Short-term investments mature within three to twelve months, and
     investments mature within one to two years.

     ALLOWANCE FOR DOUBTFUL ACCOUNTS - Accounts are charged to the allowance for
     doubtful accounts as they are deemed uncollectible based on a periodic
     review of the accounts.

                                       32
<PAGE>

                                   AWARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     INVENTORIES - Inventories are stated at the lower of cost or market with
     cost being determined by the first-in, first-out ("FIFO") method.

     PROPERTY AND EQUIPMENT - Property and equipment are stated at cost.
     Depreciation and amortization of property and equipment is provided using
     the straight-line method over the estimated useful lives of the assets.
     Upon retirement or sale, the costs of the assets disposed of and the
     related accumulated depreciation are removed from the accounts and any
     resulting gain or loss is included in the determination of income or loss.
     Expenditures for repairs and maintenance are charged to expense as
     incurred.

     The estimated useful lives of assets used by us are:

        Building and improvements......................  30 years
        Building improvements..........................  5 to 20 years
        Furniture and fixtures.........................  5 years
        Computer, office & manufacturing equipment.....  3 years
        Purchased software.............................  3 years

     IMPAIRMENT OF LONG-LIVED ASSETS - We review long-lived assets for
     impairment whenever events or changes in business circumstances indicate
     that the carrying amount of the assets may not be fully recoverable or that
     the useful lives of these assets are no longer appropriate. Each impairment
     test is based on a comparison of the undiscounted cash flows to the
     recorded value of the asset. If an impairment is indicated, the asset is
     written down to its estimated fair value on a discounted cash flow basis.
     The cash flow estimates used to determine the impairment, if any, reflect
     our best estimates using appropriate assumptions and projections at that
     time. We believe that no significant impairment of our long-lived assets
     has occurred as of December 31, 2005 and 2004.

     REVENUE RECOGNITION - Effective January 1, 2000, we adopted Securities and
     Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition
     in Financial Statements" ("SAB 101"), which was superseded by SAB 104
     effective December 2003 and was adopted by us at that time. Accordingly,
     our general revenue recognition policy is to recognize revenue when there
     is persuasive evidence of an arrangement, the sales price is fixed or
     determinable, collection of the related receivable is reasonably assured,
     and delivery has occurred or services have been rendered.

     We derive our revenue from three sources (i) product revenue, which
     includes revenue from the sale of ADSL hardware and software products and
     biometrics medical and digital imaging software products, (ii) contract
     revenue, which includes patent, license and engineering service fees that
     we receive under customer agreements, and (iii) royalties that we receive
     under customer agreements. In addition to the above general revenue
     recognition principles prescribed by SAB 104, our specific revenue
     recognition policies for each revenue source are more fully described
     below.

     PRODUCT SALES. Product sales consist primarily of revenue from the sale of:
     (i) hardware products, and (ii) software products.

          o    Hardware products, including ADSL modules and ADSL test and
               development systems are standalone products that are sold
               independently of our technology licensing products. The terms of
               sales generally do not contain provisions that obligate us to
               provide additional products or services after shipment.
               Additionally, we do not grant return rights other than normal
               warranty rights of return. We recognize revenue: (i) upon
               shipment when products are shipped FOB shipping point, and (ii)
               upon delivery at the customer's location when products are
               shipped FOB destination.

          o    Software products consists of standard off-the-shelf software
               that are generally sold to OEM customers for integration into
               their products. The terms of sale generally do not contain
               provisions that obligate us to provide additional products or
               services after shipment, other than technical telephone support
               for a brief period of time post sale. The cost of providing
               technical support is inconsequential because of

                                       33
<PAGE>

                                   AWARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

               the limited scope of the support. Additionally, we do not grant
               return rights other than normal warranty rights of return, and we
               generally do not customize software for customers. We also sell
               maintenance contracts that entitle customers to product updates.

               We recognize software revenue by applying the principles set
               forth in SAB 104 and American Institute of Certified Public
               Accountants ("AICPA") Statement of Position No. 97-2, "Software
               Revenue Recognition". Accordingly, we recognize revenue for
               software licenses: (i) upon shipment when products are shipped
               FOB shipping point, and (ii) upon delivery at the customer's
               location when products are shipped FOB destination. We recognize
               revenue for maintenance contracts ratably over the related
               contract period.

     CONTRACT REVENUE. We enter into nonexclusive development and license
     agreements with semiconductor licensees that generally require us to
     deliver technology and/or provide engineering services. In return, we
     receive one or more of the following forms of consideration: (i) patent and
     license fees; (ii) engineering service fees; and (iii) royalty payments.

     License fees, patent fees or engineering services fees are typically paid
     and the revenue is recognized during the product development period as
     technology is delivered or as engineering services milestones are achieved.
     Engineering milestones have historically been formulated to correlate with
     the estimated level of effort and related costs. We classify license,
     patent and engineering service fees as contract revenue.

     When our agreements include both the delivery of licensing rights and
     technology and the provision of engineering services, we combine the total
     patent, license and engineering service fees to be paid under the
     agreement. These total fees are recognized ratably over the expected
     product development period, subject to the limitation that the cumulative
     revenue recognized through the end of any period may not exceed cumulative
     contract payments to date. We review assumptions regarding the product
     development period on a regular basis and make adjustments as required. We
     believe that this method represents the appropriate systematic method for
     revenue recognition for this type of contract.

     After customers enter into development and license agreements, they often
     engage us to provide additional engineering work that is beyond the scope
     of their original agreement. When customers request additional services,
     both parties agree to engineering fees that are based on the level of
     effort required. We recognize revenue from these agreements either as
     engineering services are performed or as milestones are achieved.

     ROYALTY REVENUE. Royalty revenue is generally recognized in the quarter in
     which a report is received from a licensee detailing the shipments of
     products incorporating our intellectual property. This report is typically
     received in the quarter following sales of the licensed product by the
     licensee. The terms of our licensing agreements generally require licensees
     to give notification to us and to pay royalties within 45 to 60 days of the
     end of the quarter during which sales of licensed products take place.

     INCOME TAXES - We compute deferred income taxes based on the differences
     between the financial statement and tax basis of assets and liabilities
     using enacted rates in effect in the years in which the differences are
     expected to reverse. We establish a valuation allowance to offset temporary
     deductible differences, net operating loss carryforwards and tax credits
     when it is more likely than not that the deferred tax assets will not be
     realized.

     CAPITALIZATION OF SOFTWARE COSTS - We capitalize certain internally
     generated software development costs after technological feasibility of the
     product has been established. No software costs were capitalized for the
     years ended December 31, 2005, 2004 and 2003, because such costs incurred
     subsequent to the establishment of technological feasibility, but prior to
     commercial availability, were immaterial.

     RESEARCH AND DEVELOPMENT COSTS - Costs incurred in the research and
     development of the Company's products are expensed as incurred.

     CONCENTRATION OF CREDIT RISK - At December 31, 2005 and 2004, we had cash
     and investments, in excess of federally insured deposit limits of
     approximately $36.7 million and $38.2 million, respectively.

                                       34
<PAGE>

                                   AWARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Concentration of credit risk with respect to net accounts receivable
     consists of $1.4 million, $0.6 million, and $0.3 million with three
     customers at December 31, 2005 and $1.2 million, $0.6 million, and $0.3
     million with three customers at December 31, 2004.

     STOCK-BASED COMPENSATION - We grant stock options to our employees and
     directors. Such grants are for a fixed number of shares with an exercise
     price equal to the fair value of the shares at the date of grant. As
     permitted by SFAS No. 123, "Accounting for Stock-Based Compensation", we
     account for stock option grants in accordance with Accounting Principles
     Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees"
     and FASB Interpretation No. 44 ("FIN 44"), "Accounting for Certain
     Transactions Involving Stock Compensation." Accordingly, we have adopted
     the provisions of SFAS No. 123 through disclosure only.

     At December 31, 2005, we have four stock-based employee compensation plans,
     which are described more fully in Note 6. No stock-based employee
     compensation cost is reflected in net income, as all options granted under
     those plans had an exercise price equal to the fair market value of the
     underlying common stock on the date of grant. The following table
     illustrates the pro forma effect on net loss and earnings per share if we
     had applied the fair value recognition provisions of SFAS No. 123 and SFAS
     No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure
     - An Amendment of SFAS No. 123", to stock-based employee compensation (in
     thousands, except per share data):

<TABLE>
<CAPTION>
                                                                               Year ended December 31,
                                                                 ---------------------------------------------------
                                                                        2005              2004             2003
                                                                 ---------------------------------------------------
<S>                                                                   <C>               <C>              <C>
       Net loss - as reported.................................        ($2,468)          ($1,367)         ($8,038)
       Deduct: Total stock-based employee compensation
         expense determined under fair value based method
         for all awards.......................................         10,113             8,277           21,107
                                                                 ---------------------------------------------------
       Net loss - pro forma...................................       ($12,581)          ($9,644)        ($29,145)

       Basic loss per share - as reported.....................         ($0.11)           ($0.06)          ($0.35)
       Basic loss per share - pro forma.......................         ($0.55)           ($0.42)          ($1.28)

       Diluted loss per share - as reported...................         ($0.11)           ($0.06)          ($0.35)
       Diluted loss per share - pro forma.....................         ($0.55)           ($0.42)          ($1.28)
</TABLE>

     The fair value of options on their grant date was measured using the
     Black-Scholes option pricing model. Key assumptions used to apply this
     pricing model are as follows:

<TABLE>
<CAPTION>
                                                                    Year ended December 31,
                                                       -------------------------------------------------
                                                            2005             2004             2003
                                                       ---------------  ---------------  ---------------
<S>                                                         <C>                <C>              <C>
       Average risk-free interest rate.............             4.05%            3.74%            2.97%
       Expected life of option grants..............         3-5 years          5 years          5 years
       Expected volatility of underlying stock.....           67%-87%              93%              95%
       Expected dividend yield.....................                 -                -                -
</TABLE>

     COMPUTATION OF EARNINGS PER SHARE - Basic earnings per share is computed by
     dividing income available to common shareholders by the weighted average
     number of common shares outstanding. Diluted earnings per share is computed
     by dividing income available to common shareholders by the weighted average
     number of common shares outstanding plus additional common shares that
     would have been outstanding if dilutive potential common shares had been
     issued. For the purposes of this calculation, stock options are considered
     common stock equivalents in periods in which they have a dilutive effect.
     Stock options that are antidilutive are excluded from the calculation.

     USE OF ESTIMATES - The preparation of our financial statements in
     conformity with generally accepted accounting principles requires us to
     make estimates and assumptions that affect the reported amounts of assets

                                       35
<PAGE>

                                   AWARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     and liabilities and disclosure of contingent assets and liabilities at the
     date of the financial statements and the reported amount of revenues and
     expenses during the reporting period. Significant estimates include revenue
     recognition, reserves for doubtful accounts, reserves for excess and
     obsolete inventory, useful lives of fixed assets, valuation allowance for
     deferred income tax assets, and accrued liabilities. Actual results could
     differ from those estimates.

     FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts of cash and cash
     equivalents, short-term investments, accounts receivable, accounts payable
     and accrued expenses approximate fair value because of their short-term
     nature.

     COMPREHENSIVE INCOME (LOSS) - Comprehensive income (loss) is defined as the
     change in equity of a business enterprise during a period from transactions
     and other events and circumstances from non-owner sources, including
     foreign currency translation adjustments and unrealized gains and losses on
     marketable securities. For the years ended December 31, 2005, 2004 and
     2003, comprehensive income (loss) was not materially different from net
     income (loss).

     ADVERTISING COSTS - Advertising costs are expensed as incurred and were not
     material for 2005, 2004 and 2003.

     RECENT ACCOUNTING PRONOUNCEMENTS - In December 2004, the Financial
     Accounting Standards Board ("FASB") issued Statement of Financial
     Accounting Standards No. 123 (revised 2004), "Share-Based Payment" ("SFAS
     123(R)"). SFAS 123(R) is a revision of Statement of Financial Accounting
     Standard No. 123, "Accounting for Stock-Based Compensation", supersedes
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees", and amends FASB Statement No. 95, "Statement of Cash Flows".
     SFAS 123(R) requires all share-based payments to employees, including
     grants of employee stock options and stock purchases under employee stock
     purchase plans, to be recognized in the financial statements based on their
     fair values. In March 2005, the Securities and Exchange Commission (SEC)
     issued Staff Accounting Bulletin No. 107 ("SAB 107"), which provides the
     Staff's views regarding interactions between FAS 123(R) and certain SEC
     rules and regulations and provides interpretations of the valuation of
     share-based payments for public companies. In April 2005, the SEC adopted a
     new rule amending the compliance dates for SFAS 123(R). In accordance with
     the new rule, the accounting provisions of SFAS 123(R) are effective for us
     in our fiscal year beginning January 1, 2006.

     We will adopt SFAS 123(R) using the "modified-prospective method," which is
     a method in which compensation cost is recognized beginning with the
     effective date (a) based on the requirements of SFAS 123(R) for all
     share-based payments granted after the effective date and (b) based on the
     requirements of Statement No. 123 for all awards granted to employees prior
     to the effective date of SFAS 123(R) that remain unvested on the effective
     date. We expect to apply the Black-Scholes valuation model in determining
     the fair value of share-based payments to employees, which will then be
     amortized on a straight-line basis. We expect the adoption to have a
     material impact on our consolidated statements of operations.

     In May 2005, the FASB issued FASB Statement No. 154, "Accounting Changes
     and Error Corrections, a replacement of APB Opinion No. 20, Accounting
     Changes and FASB Statement No. 3, Reporting Accounting Changes in Interim
     Financial Statements" ("FAS 154"). FAS 154 provides guidance on the
     accounting for and reporting of accounting changes and error corrections.
     It establishes, unless impracticable, retrospective application as the
     required method for reporting a change in accounting principle in the
     absence of explicit transition requirements specific to the newly adopted
     accounting principle. FAS 154 also provides guidance for determining
     whether retrospective application of a change in accounting principle is
     impracticable and for reporting a change when retrospective application is
     impracticable. The provisions of this Statement are effective for
     accounting changes and corrections of errors made in fiscal periods
     beginning after December 15, 2005. The adoption of the provisions of FAS
     154 is not expected to have a material impact on the Company's financial
     position or results of operations.

     SEGMENTS - We organize ourselves as one segment reporting to the chief
     operating decision-maker. We have sales outside of the United States, which
     are described in Note 8. All long-lived assets are maintained in the United
     States.

                                       36
<PAGE>

                                   AWARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.   INVENTORIES

     Inventories consisted of the following at December 31 (in thousands):

                                                   2005              2004
                                              ---------------   --------------
        Raw materials.....................          $86               $143
                                              ===============   ==============

4.   PROPERTY AND EQUIPMENT

     Property and equipment consisted of the following at December 31 (in
     thousands):

<TABLE>
<CAPTION>
                                                                       2005             2004
                                                                  ---------------  ----------------
<S>                                                                     <C>               <C>
        Land................................................             $1,080            $1,080
        Building and improvements...........................              8,837             8,837
        Computer equipment..................................              6,199             5,931
        Purchased software..................................              2,935             2,839
        Furniture and fixtures..............................                938               937
        Office equipment....................................                349               346
        Manufacturing equipment.............................                268               268
                                                                  ---------------  ----------------
           Total............................................             20,606            20,238
        Less accumulated depreciation and amortization......            (12,531)          (11,951)
                                                                  ---------------  ----------------
           Property and equipment, net......................             $8,075            $8,287
                                                                  ===============  ================
</TABLE>

     Depreciation expense amounted to $0.6 million, $0.9 million and $1.3
     million in each of the years ended December 31, 2005, 2004, and 2003,
     respectively.

5.   INCOME TAXES

     Deferred tax assets are attributable to the following at December 31 (in
     thousands):

<TABLE>
<CAPTION>
                                                                            2005            2004
                                                                        --------------  --------------
<S>                                                                          <C>             <C>
      Federal net operating loss carryforwards......................         $16,986         $16,625
      Research and development and other tax credit carryforwards...          14,089          12,818
      State net operating loss carryforwards........................             382             554
      Capitalized research and development costs....................          10,907          10,305
      Other ........................................................             613             659
                                                                        --------------  --------------
         Total......................................................          42,977          40,961
      Less valuation allowance......................................         (42,977)        (40,961)
                                                                        --------------  --------------
         Deferred tax assets, net...................................         $     -         $     -
                                                                        ==============  ==============
</TABLE>

     A reconciliation of the U.S. federal statutory rate to the effective tax
     rate is as follows:

<TABLE>
<CAPTION>
                                                                              Year ended December 31,
                                                                     ------------------------------------------
                                                                          2005          2004           2003
                                                                     -------------  ------------  -------------
<S>                                                                        <C>            <C>           <C>
      Federal statutory rate.....................................          (34%)          (34%)         (34%)
      State rate, net of federal benefit.........................           (8)            (7)           (6)
      Tax credits................................................          (47)           (77)          (14)
      Change in valuation allowance..............................           77             98            50
      Other                                                                 12             20             4
                                                                     -------------  ------------  -------------
         Effective tax rate......................................            0%             0%            0%
                                                                     =============  ============  =============
</TABLE>

     During 2002, we recorded a valuation allowance of $38.1 million against all
     of our deferred tax assets and in 2003 we increased the valuation allowance
     by $3.7 million to $41.8 million. The valuation allowance was recorded
     against deferred tax assets because we determined that it was more likely
     than not that all of the deferred tax assets may not be realized.

                                       37
<PAGE>

                                   AWARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     In 2004, we increased the valuation allowance by $0.5 million primarily as
     a result of additional operating losses and tax credits, and reduced the
     valuation allowance by $1.4 million as a result of expiring state net
     operating loss carryforwards. In 2005, we increased the valuation allowance
     by $2.3 million primarily as a result of additional operating losses and
     tax credits, and reduced the valuation allowance by $0.3 million as a
     result of expiring state net operating loss carryforwards

     We have incurred operating losses in 2005, 2004, and 2003. At December 31,
     2005 and 2004, these cumulative factors resulted in our continued decision
     that it is more likely than not that all of our deferred tax assets may not
     be realized. If we generate sustained future taxable income against which
     these tax attributes may be applied, some portion or all of the valuation
     allowance would be reversed. If the valuation allowance is reversed
     approximately $22.1 million would be recorded as a credit to additional
     paid in capital reflecting the benefit of deductions from the exercise of
     stock options.

     As of December 31, 2005, we had federal net operating loss and research and
     experimentation credit carryforwards of approximately $50.0 million and
     $10.6 million respectively, which may be available to offset future federal
     income tax liabilities and expire at various dates from 2007 through 2025.
     In addition, at December 31, 2005, we had approximately $6.1 million and
     $5.3 million of state net operating losses and state research and
     development and investment tax carryforwards, respectively, which expire at
     various dates from 2006 through 2020. Ownership changes, if any, as defined
     in the Internal Revenue Code, may limit the amount of net operating loss
     carryforwards that can be utilized annually to offset future taxable
     income.

6.   EQUITY AND STOCK COMPENSATION PLANS

     At December 31, 2005, we have four stock-based compensation plans, which
     are described below:

     FIXED STOCK OPTION PLANS - We have three fixed option plans. Under the 1990
     Incentive and Nonstatutory Stock Option Plan ("1990 Plan"), we may grant
     incentive stock options or nonqualified stock options to our employees and
     directors for up to 2,873,002 shares of common stock. Under the 1996 Stock
     Option Plan ("1996 Plan"), we may grant incentive stock options or
     nonqualified stock options to our employees and directors for up to
     6,100,000 shares of common stock. Under the 2001 Nonqualified Stock Plan
     ("2001 Plan"), we may grant nonqualified stock options or stock awards to
     our employees and directors for up to 8,000,000 shares of common stock.
     Under all three plans, options are granted at an exercise price as
     determined by the Board of Directors and have a maximum term of ten years.
     Our options generally vest over three to five years, although we have
     granted options that are 50% or fully vested on the date of grant. As of
     December 31, 2005, there were 5,224,580 shares available for grant under
     the 2001 Plan, 133,117 shares available for grant under the 1996 Plan, and
     no shares available under the 1990 Plan. In February 2005, we granted fully
     vested stock options to our directors and certain of our officers to
     purchase an aggregate of 1,658,500 shares of our common stock. The options
     were granted with exercise prices equal to the fair market value of our
     common stock on the dates of grant.

     A summary of the transactions of our three fixed stock option plans for the
     years ended December 31, 2005, 2004, and 2003 are presented below:

<TABLE>
<CAPTION>
                                               2005                         2004                        2003
                                      ------------------------  --------------------------  -------------------------
                                                    Weighted                   Weighted                   Weighted
                                                     Average                    Average                    Average
                                                    Exercise                   Exercise                   Exercise
                                         Shares       Price         Shares       Price         Shares       Price
                                      ------------------------  --------------------------  -------------------------
<S>                                     <C>            <C>         <C>            <C>         <C>           <C>
Outstanding at beginning of year...     4,509,808      $3.95       3,467,929      $4.38       6,842,546     $17.47
Granted............................     2,161,500       6.10       1,305,500       2.96       2,993,963       3.22
Exercised..........................      (339,884)      3.13        (110,087)      3.18          (2,937)      3.54
Forfeited or cancelled.............       (46,818)      4.05        (153,534)      5.83      (6,365,643)     17.91
                                      ------------------------  --------------------------  -------------------------
Outstanding at end of year.........     6,284,606      $4.73       4,509,808      $3.95       3,467,929      $4.38
                                      ========================  ==========================  =========================

Options exercisable at year end....     5,598,113      $4.78       3,409,927      $4.23       2,356,254      $4.84
</TABLE>

                                       38
<PAGE>

                                   AWARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     All options granted during the years ended December 31, 2005, 2004 and 2003
     had exercise prices equal to the fair market value of the Company's common
     stock on the date of grant, and the weighted average grant date fair values
     of options granted were $4.25, $2.16 and $2.37, respectively.

     The following table summarizes information about stock options outstanding
     at December 31, 2005:

<TABLE>
<CAPTION>
                                         Options Outstanding                         Options Exercisable
                       -----------------------------------------------------  ----------------------------------
                            Number         Weighted-Avg.                          Number
       Range of         Outstanding at      Remaining         Weighted-Avg.     Exercisable     Weighted-Avg.
   Exercise Prices         12/31/05      Contractual Life    Exercise Price     At 12/31/05     Exercise Price
   ---------------     -----------------------------------------------------  ----------------------------------
<S>                        <C>                 <C>                <C>            <C>                 <C>
  $0 to 5...........       3,927,189           7.9                $3.16          3,508,066           $3.17
   5 to 10..........       2,222,750           8.0                 6.16          1,955,380            6.14
  10 to 20..........          43,417           2.0                10.57             43,417           10.57
  20 to 30..........          21,750           4.8                20.38             21,750           20.38
  30 to 40..........          45,000           3.5                33.56             45,000           33.56
  40 to 50..........          14,500           4.2                44.02             14,500           44.02
  50 to 70..........          10,000           3.8                58.06             10,000           58.06
                       -----------------------------------------------------  ----------------------------------
                           6,284,606           7.8                $4.73          5,598,113           $4.78
                       =====================================================  ==================================
</TABLE>

     EMPLOYEE STOCK PURCHASE PLAN - In June 1996, we adopted an Employee Stock
     Purchase Plan (the "ESPP Plan") under which eligible employees could
     purchase common stock at a price equal to 85% of the lower of the fair
     market value of the common stock at the beginning or end of each six-month
     offering period. On November 29, 2005 we amended the ESPP Plan to provide
     that eligible employees may purchase common stock at a price equal to 95%
     of the fair market value of the common stock as of the end of each
     six-month offering period. Participation in the ESPP Plan is limited to 6%
     of an employee's compensation, may be terminated at any time by the
     employee and automatically ends on termination of employment. A total of
     350,000 shares of common stock have been reserved for issuance. As of
     December 31, 2005 there were 139,807 shares available for future issuance
     under the ESPP Plan. We issued 32,873, 48,437 and 49,186 common shares
     under the ESPP Plan in 2005, 2004 and 2003, respectively.

     STOCKHOLDER RIGHTS PLAN - In October 2001, our board of directors adopted a
     stockholder rights plan and declared a dividend distribution of one share
     purchase right (a "Right") for each outstanding share of our common stock
     to stockholders of record at the close of business on October 15, 2001.
     Each share of common stock issued after that date also will carry with it
     one Right, subject to certain exceptions. Each Right, when it becomes
     exercisable, will entitle the record holder to purchase from us one
     ten-thousandth of a share of series A preferred stock at an exercise price
     of $40.00 subject to adjustment.

     The Rights become exercisable upon the earliest of the following dates: (i)
     the date on which we first publicly announce that a person or group has
     become an acquiring person, or (ii) the date, if any, that our board of
     directors may designate following the commencement of, or first public
     disclosure of an intent to commence, a tender or exchange offer which could
     result in the potential buyer becoming a beneficial owner of 15% or more of
     our outstanding common stock. Under these circumstances, holders of Rights
     will be entitled to purchase, for the exercise price, the preferred stock
     equivalent of common stock having a market value of two times the exercise
     price. The Rights expire on October 2, 2011, and may be redeemed by us for
     $.001 per Right.

     EMPLOYEE STOCK OPTION EXCHANGE PROGRAM - On March 3, 2003, we commenced an
     offer to exchange outstanding stock options with eligible employees. Under
     the terms of the program, eligible employees had the right to tender for
     cancellation all stock options that they held with an exercise price above
     $3.00 per share by April 1, 2003. We accepted for exchange options to
     purchase an aggregate of 6,162,952 shares of our common stock. Subject to
     the terms and conditions of the offer, we were obligated to issue new
     options to purchase an aggregate of up to 3,081,563 shares of our common
     stock. On October 14, 2003, we granted options to purchase an aggregate of
     2,854,213 shares of our common stock at the then current market value of
     $3.27 per share in connection with the offer to exchange. The replacement
     options were granted more than six months and one day after the
     cancellation of the old options. As a result, the new options were
     considered a fixed award and did not result in any compensation expense.

                                       39
<PAGE>

                                   AWARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.   COMMITMENTS AND CONTINGENT LIABILITIES

     LEASE COMMITMENTS - We own our principal office and research facility in
     Bedford, Massachusetts, which we have occupied since November 1997. We
     conduct a portion of our activities in leased facilities in Lafayette,
     California under a non-cancelable operating lease that expires in 2007. The
     following is a schedule of future minimum rental payments (in thousands):

       YEAR ENDED DECEMBER 31,
       2006.................................          $19
       2007.................................           11
                                               -----------
         Total minimum lease payments.......          $30
                                               ===========

     Rental expense was approximately $26,000, $35,000 and $45,000 in 2005, 2004
     and 2003, respectively.

     LITIGATION - There are no material pending legal proceedings to which we
     are a party or to which any of our properties are subject which, either
     individually or in the aggregate, are expected to have a material adverse
     effect on our business, financial position or results of operations.

     GUARANTEES AND INDEMNIFICATION OBLIGATIONS - We enter into licensing
     agreements in the ordinary course of business that require us: i) to
     perform under the terms of the contracts, ii) to protect the
     confidentiality of our customers' intellectual property, and iii) to
     indemnify customers, including indemnification against third party claims
     alleging infringement of intellectual property rights. We also have
     agreements with each of our directors and executive officers to indemnify
     such directors or executive officers, to the extent legally permissible,
     against all liabilities reasonably incurred in connection with any action
     in which such individual may be involved by reason of such individual being
     or having been a director or officer of the Company.

     Given the nature of the above obligations and agreements, we are unable to
     make a reasonable estimate of the maximum potential amount that we could be
     required to pay. Historically, we have not made any significant payments on
     the above guarantees and indemnifications and no amount has been accrued in
     the accompanying consolidated financial statements with respect to these
     guarantees and indemnifications.

8.   BUSINESS SEGMENTS AND MAJOR CUSTOMERS

     We manage the business as one segment and conduct our operations in the
     United States.

     We sell our products and technology to domestic and international
     customers. Revenues were generated from the following geographic regions
     (in thousands):

<TABLE>
<CAPTION>
                                                           Year ended December 31,
                                               -----------------------------------------------
                                                    2005            2004            2003
                                               ---------------  --------------  --------------
<S>                                                  <C>              <C>             <C>
      United States..........................         $9,202          $10,101          $8,049
      Germany................................          4,926            4,910           1,990
      Rest of world..........................          1,539            1,474             804
                                               ---------------  --------------  --------------
                                                     $15,667          $16,485         $10,843
                                               ===============  ==============  ==============
</TABLE>

     The portion of total revenue that was derived from major customers was as
     follows:

<TABLE>
<CAPTION>
                                                           Year ended December 31,
                                               -----------------------------------------------
                                                    2005             2004            2003
                                               ---------------  --------------  --------------
<S>                                                      <C>              <C>             <C>
       Customer A............................            20%              28%             27%
       Customer B............................            30%              28%             17%
       Customer C............................             1%               7%             14%
</TABLE>

                                       40
<PAGE>

                                   AWARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.   EMPLOYEE BENEFIT PLAN

     In 1994, we established a qualified 401(k) Retirement Plan (the "Plan")
     under which employees are allowed to contribute certain percentages of
     their pay, up to the maximum allowed under Section 401(k) of the Internal
     Revenue Code. Our contributions to the Plan are at the discretion of the
     Board of Directors. Our contributions were approximately $289,000, $274,000
     and $284,000 in 2005, 2004 and 2003, respectively.

10.  NET LOSS PER SHARE

     Net loss per share is calculated as follows (in thousands, except per share
     data):

<TABLE>
<CAPTION>
                                                                       Year ended December 31,
                                                           ----------------------------------------------
                                                                2005            2004            2003
                                                           --------------  --------------  --------------
<S>                                                             <C>              <C>            <C>
       Net loss.........................................       ($2,468)         ($1,367)       ($8,038)

       Weighted average common shares outstanding.......        23,076           22,785         22,713
       Additional dilutive common stock equivalents ....             -                -              -
                                                           --------------  --------------  --------------
       Diluted shares outstanding ......................        23,076           22,785         22,713
                                                           ==============  ==============  ==============

       Net loss per share - basic.......................        ($0.11)          ($0.06)        ($0.35)
       Net loss per share - diluted.....................        ($0.11)          ($0.06)        ($0.35)
</TABLE>

     For the years ended December 31, 2005, 2004 and 2003, potential common
     stock equivalents of 1,824,826, 356,411 and 10,525, respectively, were not
     included in the per share calculation for diluted EPS, because we had a net
     loss and the effect of their inclusion would be anti-dilutive. For the
     years ended December 31, 2005, 2004 and 2003, options to purchase
     2,340,167, 280,605 and 3,352,283 shares of common stock at average weighted
     prices of $7.36, $16.06 and $4.45 per share, respectively, were
     outstanding, but were not included in the computation of diluted EPS
     because the options' exercise prices were greater than the average market
     price of the common shares and thus would be anti-dilutive.


                                       41
<PAGE>

                                   AWARE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.  QUARTERLY RESULTS OF OPERATIONS - UNAUDITED

     The following table presents unaudited quarterly operating results for each
     of our quarters in the two-year period ended December 31, 2005 (in
     thousands, except per share data):

<TABLE>
<CAPTION>
                                                              2005 Quarters Ended
                                            -----------------------------------------------------------
                                              March 31       June 30      September 30    December 31
                                            -----------------------------------------------------------
<S>                                              <C>            <C>            <C>            <C>
Revenue.................................         $4,224         $2,683         $5,087         $3,673
Gross profit............................          3,324          1,903          4,104          2,592
Income (loss) from operations...........           (531)        (1,794)           252         (1,545)
Net income (loss).......................           (314)        (1,522)           561         (1,193)

Net income (loss) per share - basic.....         ($0.01)        ($0.07)         $0.02         ($0.05)
Net income (loss) per share - diluted ..         ($0.01)        ($0.07)         $0.02         ($0.05)

                                                              2004 Quarters Ended
                                            -----------------------------------------------------------
                                              March 31       June 30      September 30    December 31
                                            -----------------------------------------------------------

Revenue.................................         $3,602         $3,725         $4,561         $4,597
Gross profit............................          2,598          2,877          3,687          3,778
Income (loss) from operations...........         (1,270)          (923)            21            247
Net income (loss).......................         (1,147)          (808)           164            424

Net income (loss) per share - basic.....         ($0.05)        ($0.04)         $0.01          $0.02
Net income (loss) per share - diluted ..         ($0.05)        ($0.04)         $0.01          $0.02
</TABLE>


                                       42
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                           <C>
                                               FINANCIAL STATEMENT SCHEDULE


              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS - YEARS ENDED DECEMBER 31, 2005, 2004, AND 2003
                                                      (IN THOUSANDS)


-------------------------------------------------------------------------------------------------------------------------
          COL. A                  COL. B           COL. C(1)          COL. C(2)           COL. D            COL. E
-------------------------------------------------------------------------------------------------------------------------
                                                             ADDITIONS
                                               -------------------------------------
                                  BALANCE AT        CHARGED TO           CHARGED         DEDUCTIONS         BALANCE
                                  BEGINNING         COSTS AND           TO OTHER         CHARGED TO          AT END
                                  OF PERIOD         EXPENSES            ACCOUNTS          RESERVES         OF PERIOD
-------------------------------------------------------------------------------------------------------------------------
Allowance for doubtful
accounts receivable:
   2005.................               $110                 -                  -                $13               $97
   2004.................               $927              ($50)                 -               $767              $110
   2003.................             $1,077             ($150)                 -                  -              $927


Inventory reserves:
   2005.................               $284                 -                  -                  -              $284
   2004.................               $284                 -                  -                  -              $284
   2003.................               $284                 -                  -                  -              $284





                                                            43
</TABLE>

<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our chief executive officer and chief financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (the Exchange Act). Based on this evaluation, our chief executive
officer and chief financial officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this annual
report.

EVALUATION OF CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Under the supervision and with the participation of our management, including
our chief executive officer and chief financial officer, we concluded that there
were no changes in our internal control over financial reporting that occurred
during the quarterly period ended December 31, 2005 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f). Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in INTERNAL CONTROL - INTEGRATED
FRAMEWORK issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on our evaluation under the framework in INTERNAL CONTROL --
INTEGRATED FRAMEWORK, our management concluded that our internal control over
financial reporting was effective as of December 31, 2005.

Our management's assessment of the effectiveness of the Company's internal
control over financial reporting as of December 31, 2005 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as
stated in their report which is included herein.

ITEM 9B. OTHER INFORMATION

On March 9, 2006, the Board of Directors of Aware, Inc. approved a Compensation
Committee recommendation of an annual retainer of $15,000 each to the
non-employee directors of Aware, Inc. payable at the annual meeting of
shareholders. On March 9, 2006, the Board of Directors of Aware, Inc. approved a
Compensation Committee recommendation of a one-time bonus of $25,000 each to
Michael A. Tzannes, CEO and Edmund C. Reiter, President in recognition of their
roles in the completion of new licensing business relationships. On March 9,
2006, the Board of Directors of Aware, Inc. approved a Compensation Committee
recommendation of a potential bonus for 2006 of up to $100,000 each to Michael
A. Tzannes, CEO and Edmund C. Reiter, President subject to the Board of
Directors discretion based upon Aware, Inc. reaching certain financial targets
in 2006.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by Item 10 of Form 10-K is incorporated by reference
from the information contained in the sections captioned "DIRECTORS AND
EXECUTIVE OFFICERS", "CORPORATE GOVERNANCE" and "SECTION 16(A) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE" in the Proxy Statement that will be delivered to
our shareholders in connection with our May 24, 2006 Annual Meeting of
Shareholders.

                                       44
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 of Form 10-K is incorporated by reference
from the information contained in the section captioned "COMPENSATION OF
DIRECTORS AND EXECUTIVE OFFICERS" in the Proxy Statement that will be delivered
to our shareholders in connection with our May 24, 2006 Annual Meeting of
Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The information required by Item 12 of Form 10-K is incorporated by reference
from the information contained in the section captioned "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS" in the
Proxy Statement that will be delivered to our shareholders in connection with
our May 24, 2006 Annual Meeting of Shareholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information, if any, required by Item 13 of Form 10-K is incorporated by
reference from the information contained in the section captioned "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS" in the Proxy Statement that will be
delivered to our shareholders in connection with our May 24, 2006 Annual Meeting
of Shareholders.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 of Form 10-K is incorporated by reference
from the information contained in the section captioned "INDEPENDENT
ACCOUNTANTS" in the Proxy Statement that will be delivered to our shareholders
in connection with our May 24, 2006 Annual Meeting of Shareholders.



                                       45
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report:

(A) Financial Statements and Exhibits:
                                                                           PAGE
  (1) Report of Independent Registered Public Accounting Firm............   26
  Consolidated Balance Sheets as of December 31, 2005 and 2004...........   28
  Consolidated Statements of Operations for each of the three
     years in the period ended December 31, 2005.........................   29
  Consolidated Statements of Cash Flows for each of the
     three years in the period ended December 31, 2005...................   30
  Consolidated Statements of Stockholders' Equity for each of
     the three years in the period ended December 31, 2005...............   31
  Notes to Consolidated Financial Statements.............................   32
  (2) Schedule II - Valuation and Qualifying Accounts....................   43

  (3) Exhibits:

      Exhibits have been filed separately with the United States Securities and
      Exchange Commission in connection with this Annual Report on Form 10-K or
      have been incorporated into this Report by reference. Copies of such
      exhibits may be obtained from us upon request.

      EXHIBIT NO.   DESCRIPTION OF EXHIBIT
      -----------   ----------------------

      3.1           Amended and Restated Articles of Organization (filed as
                    Exhibit 3.2 to the Company's Registration Statement on Form
                    S-1, File No. 333-6807 and incorporated herein by
                    reference).
      3.2           Articles of Amendment to the Articles of Organization (filed
                    as Exhibit 3.3 to the Company's Form 10-Q for the quarter
                    ended September 30, 2002 and incorporated herein by
                    reference).
      3.3           Amended and Restated By-Laws (filed as Exhibit 3.3 to the
                    Company's Form 10-Q for the quarter ended June 30, 1996 and
                    incorporated herein by reference).
      4.1           Rights Agreement dated as of October 2, 2001 between Aware,
                    Inc. and Equiserve Trust Company, N.A., as Rights Agent
                    (filed as Exhibit 4(a) to the Company's Form 8-K filed with
                    the Securities and Exchange Commission on October 3, 2001
                    and incorporated herein by reference).
      4.2           Terms of Series A Participating Cumulative Preferred Stock
                    of Aware, Inc. (attached as Exhibit A to the Rights
                    Agreement filed as Exhibit 4.1 hereto).
      4.3           Form of Right Certificate (attached as Exhibit B to the
                    Rights Agreement filed as Exhibit 4.1 hereto).
      10.1          1990 Incentive and Non-Statutory Stock Option Plan (filed as
                    Exhibit 10.2 to the Company's Registration Statement on Form
                    S-1, File No. 333-6807 and incorporated herein by
                    reference).
      10.2          1996 Stock Option Plan, as amended and restated (filed as
                    Annex A to the Company's Definitive Proxy Statement filed
                    with the Securities and Exchange Commission on April 11,
                    2000 and incorporated herein by reference).
      10.3          1996 Employee Stock Purchase Plan, as amended and restated
                    (filed as Exhibit 99.1 to the Company's Current Report on
                    Form 8-K filed with the Securities and Exchange Commission
                    on November 11, 2005 and incorporated herein by reference).
      10.4          Form of Director and Officer Indemnification Agreement
                    (filed as Exhibit 10.4 to the Company's Form 10-K for the
                    year ended December 31, 2002 and incorporated herein by
                    reference).
      10.5          2001 Nonqualified Stock Plan (filed as Exhibit 99(d)(4) to
                    the Company's Schedule TO filed with the Securities and
                    Exchange Commission on March 3, 2003 and incorporated herein
                    by reference).

                                       46
<PAGE>

      21.1          Subsidiaries of Registrant.
      23.1          Consent of Independent Registered Public Accounting Firm.
      31.1          Certification of Chief Executive Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act of 2002.
      31.2          Certification of Chief Financial Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act of 2002.
      32.1          Certification of Chief Executive Officer and Chief Financial
                    Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002.




                                       47
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                          AWARE, INC.


                                          By: /s/ Michael A. Tzannes
                                              ----------------------------------
                                          Michael A. Tzannes, Chief Executive
                                          Officer

                                          Date: March 14, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on the 14th day of March 2006.

         SIGNATURE                                      TITLE
         ---------                                      -----

/s/ Michael A. Tzannes                     Chief Executive Officer and Director
--------------------------------
Michael A. Tzannes                         (Principal Executive Officer)


/s/ Edmund C. Reiter                       President and Director
--------------------------------
Edmund C. Reiter


/s/ Robert J. Weiskopf                     Chief Financial Officer
--------------------------------           (Principal Financial and Accounting
Robert J. Weiskopf                         Officer)


/s/ John K. Kerr                           Chairman of the Board of Directors
--------------------------------
John K. Kerr


/s/ Frederick D. D'Alessio                 Director
--------------------------------
Frederick D. D'Alessio


/s/ G. David Forney, Jr.                   Director
--------------------------------
G. David Forney, Jr.


/s/ Adrian F. Kruse                        Director
--------------------------------
Adrian F. Kruse


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