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                                  EXHIBIT 99.1

     Important Factors Regarding Forward Looking Statements

From time to time, we may make forward looking statements, such as statements
concerning then expected future revenues or earnings or concerning projected
plans, performance, product development and commercialization, as well as other
estimates relating to future operations. There are certain key factors that
could cause future results to differ materially from those anticipated by
management including, but not limited to, the following:

Early Stage of Development; No Product Sales to Date. We commenced operations in
1992. We currently have no products for sale nor is there any guarantee that we
will ever have marketable products. All of our product candidates are in
research or development, and no revenues have been generated from product sales.
To date, we have financed our operations through public stock offerings, private
sales of equity securities, equipment lease financings and license payments from
our strategic partners. To achieve profitable operations, we, alone or with
others, must successfully develop, obtain regulatory approval for, introduce,
market and sell products. We do not expect to receive revenue from the sale of
any of our product candidates for the next several years. There can be no
assurance that our product development efforts will be successfully completed,
that required regulatory approvals will be obtained in a timely manner, if at
all, that our product candidates can be manufactured at an acceptable cost and
with acceptable quality or that any approved products can be successfully
marketed.

Dependence on AngioMARK. AngioMARK is currently our only product candidate in
human clinical trials, and there is no guarantee that any of our other
development projects will yield a product candidate suitable for entry into
clinical trials. The failure of AngioMARK to achieve regulatory approval and
market acceptance would have a material adverse effect on our business,
financial condition and results of operations.

Dependence on MRI Advancements for Cardiac Applications. Existing MRI scanners
do not have the capability to perform coronary angiography without improvements
in current MRI hardware and software. The success of cardiac applications of
AngioMARK is therefore dependent on advancements in MRI hardware and software.
Although several leading MRI manufacturers, academic centers and others are
developing advanced hardware and software, there can be no assurance when, or
if, these techniques will enable AngioMARK to provide clinically relevant images
in cardiac indications currently being pursued.

Uncertainty of Market Acceptance of Technology and Products. The commercial
success of AngioMARK and our other product candidates, when and if approved for
marketing by the United States Food and Drug Administration (the "FDA") and
corresponding foreign agencies, will depend on their acceptance by the medical
community and third-party payors as clinically useful, cost-effective and safe.
While contrast agents are currently used in an estimated 25% of all MRI exams,
there are no targeted vascular agents approved by the FDA in use. Furthermore,
clinical use of MRI for vascular imaging has been limited, and use of MRI for
cardiac imaging has occurred mainly in research. Market acceptance, and thus
sales of our product candidates, will depend on several factors, including
safety, price, ease of administration,


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effectiveness and the rate of adoption of up-to-date MRI technology. Market
acceptance will also depend on our ability and the ability of our strategic
partners to educate the medical community and third-party payors about the
benefits of diagnostic imaging with MRI enhanced with our product candidates
compared to imaging with other modalities. Our MRI contrast agents represent a
new approach to imaging the cardiovascular system ("CVS"), and market acceptance
both of MRI as an appropriate imaging technique for the CVS and of our product
candidates is critical to our success. There can be no assurance that our
product candidates will gain market acceptance. Failure to achieve market
acceptance would have a material adverse effect on our business, financial
condition and results of operations.

Intense Competition and Risk of Technological Obsolescence. Medical technology
is subject to intense competition and rapid technological change. We have many
competitors, including pharmaceutical, biotechnology and chemical companies, a
number of which, including both of our strategic partners, are actively
developing and marketing products that could compete with our product
candidates. Many of these competitors have substantially greater capital and
other resources than us and may represent significant competition for us. Such
companies may succeed in developing technologies and products that are more
effective or less costly than any of those that we may develop, and such
companies may be more successful than us in developing, manufacturing and
marketing products. Furthermore, there are several well-established medical
imaging modalities that currently compete, and will continue to compete, with
MRI including X-ray angiography, computer assisted tomography ("CT"), nuclear
medicine and ultrasound. Other companies are actively developing the
capabilities of the competing modalities to enhance their effectiveness in CVS
imaging. There can be no assurance that we will be able to compete successfully
in the future or that developments by others will not render AngioMARK or our
future product candidates obsolete or non-competitive or that our strategic
partners or customers will not choose to use competing technologies or products.

Dependence on Licensed Technology. We and Massachusetts General Hospital ("MGH")
have entered into a license agreement referred to herein as the MGH License,
pursuant to which we are the exclusive licensee to certain technology, including
certain patents and patent applications, which relates to our product
candidates, including AngioMARK. The MGH License imposes various
commercialization, sub-licensing, royalty and other obligations on us. Our
failure to comply with these and other requirements could result in the
conversion of the license from being exclusive to non-exclusive in nature or
termination of the license agreement itself. Any such event would have a
material adverse effect on our business, financial condition and results of
operations.

Dependence on Strategic Partners. We are dependent on strategic partners for
support in product development and the regulatory approval process as well as a
variety of activities including manufacturing, marketing and distribution of our
products in the United States and abroad, when and if our product candidates are
approved for marketing by the FDA and corresponding foreign agencies. To date,
we have entered into several strategic alliances, including a collaboration
agreement with Mallinckrodt Group Inc. ("Mallinckrodt") to develop and
commercialize AngioMARK and other MRI vascular agents worldwide, excluding
Japan, and a development and license agreement with Daiichi Radioisotope
Laboratories, Ltd. ("Daiichi") for the development and commercialization of
AngioMARK in Japan. We may not receive milestone payments from these alliances
should AngioMARK fail to meet certain performance


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targets in clinical trials. Further, our receipt of revenues from strategic
alliances is affected by the level of efforts of our partners. There can be no
assurance that our partners will devote the resources necessary to complete
development, and commence marketing, of AngioMARK in their respective
territories, or that they will successfully market AngioMARK. Both Mallinckrodt
and Daiichi currently manufacture imaging agents for other modalities that will
compete against AngioMARK. We, together with Mallinckrodt, will share
responsibility for setting the price of the product worldwide, except Japan, and
Daiichi will be responsible for setting the product price in Japan. There can be
no assurance that either Mallinckrodt or Daiichi will do so in a manner that
maximizes revenues for us. In addition, Daiichi has the right to terminate our
agreement on short notice under certain circumstances, and there is no guarantee
that it will not exercise this right. Our failure to receive milestone payments,
a reduction or discontinuance of efforts by our partners or the termination of
these alliances would have a material adverse effect on our business, financial
condition and results of operations.

There can be no assurance that we will be successful in entering into additional
strategic alliances for the development and commercialization of future product
candidates, nor that these alliances, if entered into, will be on terms
favorable to us or will be successful. If we were unable to enter into future
strategic alliances with capable partners on commercially reasonable terms, the
development and commercialization of future product candidates would be delayed
and possibly postponed indefinitely.

Unproven Safety and Effectiveness of Product Candidates; Uncertainties Related
to Clinical Trials. Our product candidates are in research and development and
will require additional research and development, extensive clinical testing and
regulatory approval prior to any commercial sales. We cannot predict if or when
any of our products under development will be commercialized. We currently have
only one product candidate, AngioMARK, in clinical trials. We will be required
to successfully complete clinical trials in the United States to demonstrate the
safety and efficacy of AngioMARK, currently in Phase III clinical trials, prior
to obtaining FDA approval. There can be no assurance that clinical trials will
be successful, or that they will be completed in a timely manner. Although no
clinically significant adverse effects from AngioMARK in Phase I and Phase II
clinical trials have been reported to date, results are based on preliminary
data only, and there can be no assurance that serious side effects will not be
reported as the clinical trial proceeds. The results from early clinical trials
may not be predictive of results that will be obtained in large scale clinical
trials, as a number of companies have suffered significant setbacks in advanced
clinical trials, even after promising results in earlier trials. There can be no
assurance that additional Phase II or Phase III clinical trials for AngioMARK
will be conducted or that such trials, if begun, will demonstrate any efficacy
or will be completed successfully in a timely manner, if at all. The rate of
completion of our clinical trials is dependent upon, among other things, the
rate of patient enrollment. Patient enrollment is a function of many factors,
including the size of the patient population, the nature of the clinical
protocol under which AngioMARK will be studied, the proximity of the patient to
a clinical site and the eligibility criteria for the study. Delays in planned
patient enrollment may result in increased costs, regulatory filing delays, or
both. Furthermore, we, the FDA or other regulatory authorities may suspend or
terminate clinical trials at any time. Failure to complete successfully any of
our clinical trials on a timely basis or at all would have a material adverse
effect on our business, financial condition and results of operations.


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Uncertainty Regarding Patents and Proprietary Rights. We consider the
protection of our proprietary technologies to be material to our business
prospects. We pursue a comprehensive patent program for our product
candidates in the United States and in other countries where we believe that
significant market opportunities exist. We own or have an exclusive license
to patents and patent applications on the critical aspects of our core
technology as well as many specific applications of this technology. However,
the patent positions of pharmaceutical and biopharmaceutical firms, including
ours, generally include complex legal and factual questions. There can be no
assurance that the issued patents owned or licensed to us, or any patents
that may be issued in the future, will effectively protect our technology or
provide a competitive advantage. There can be no assurance that any of the
patents or patent applications owned or licensed by us will not be
challenged, invalidated or circumvented in the future.

Our commercial success will also depend on our ability to operate without
infringing upon the patents of others in the United States and abroad. If any
third-party patents are upheld as valid and enforceable in any judicial or
administrative proceeding, we could be prevented from practicing the subject
matter claimed in such patents, or would be required to obtain licenses from the
owners of each such patent, or to redesign our products or processes to avoid
infringement. There are pending or issued patents, held by parties not
affiliated with us, relating to technologies used by us in the development or
use of certain of our contrast agents. In particular, we are aware of certain
patents in the United States, Japan and elsewhere owned by or licensed to one
party that relate to MRI contrast agents and which may cover certain of our MRI
contrast agents, including AngioMARK. Mallinckrodt, one of our strategic
partners, has rights from this third party under those patents, which we and
Mallinckrodt believe will permit Mallinckrodt to manufacture, market and sell
AngioMARK and other products developed pursuant to the collaboration agreement
between us and Mallinckrodt, were AngioMARK and those other products to be held
to fall within the claims of those third-party patents. If the agreement with
Mallinckrodt is terminated by either party, we would likely be required to enter
into a strategic alliance with another party having a license from this third
party or obtain a license from this third party directly or from others licensed
by this third party in order to manufacture, market and sell AngioMARK and other
chelate-based MRI contrast agents. However, there can be no assurance that we
would be able to consummate a strategic alliance with a party having this
third-party license or obtain licenses from third parties on commercially
reasonable terms, if at all. One of the Japanese patents of this third party
will expire in 2007. We have filed an appeal in the Japanese Patents Office
requesting that this patent be declared invalid. This appeal will likely take
several years to finally resolve. While we believe that we will prevail in this
proceeding, there can be no assurance as to the scope of the claims that the
third party will maintain. The remaining patent rights of this third party in
Japan will expire in 2002, before such time as we presently anticipate that
Daiichi will have material sales of AngioMARK in Japan and, therefore, we
believe that the existence of such patents in Japan is unlikely to have a
material adverse effect on us. However, in the event that we do not prevail in
our appeal to the Japanese Patent Office or Daiichi commercializes AngioMARK in
Japan before 2002, we may be required to obtain an appropriate license from this
third party or from others licensed by this third party, or take other measures
to avoid infringement of third-party patents, including delaying the
commencement of product sales. There can be no assurance that our current or
future activities will not be challenged in the future, that additional patents
will not be issued containing claims materially constraining our proposed
activities, that we will not be required to obtain licenses from third parties,
or that we will not become involved in costly, time-consuming litigation
regarding patents in the field of contrast agents, including actions brought to
challenge


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or invalidate our own patent rights.

Many of our competitors are continuing to actively pursue patent protection for
activities and discoveries similar to our activities and discoveries. There can
be no assurance that these competitors, many of which have substantially greater
resources than us and have made substantial investments in competing
technologies, will not seek to assert that our products or chemical processes
infringe their existing patents and/or will not seek new patents that claim to
cover aspects of our technology. Furthermore, patent applications in the United
States are maintained in secrecy until patents are issued, and patent
applications in foreign countries are maintained in secrecy for a specified
period after filing. Publication of discoveries in the scientific or patent
literature tends to lag behind actual discoveries and the filing of related
patent applications. In addition, patents issued and patent applications filed
relating to pharmaceuticals are numerous. Therefore, there can be no assurance
that we are aware of all competitive patents, either pending or issued, that
relate to products or processes used or proposed to be used by us.

The pharmaceutical and biotechnology industries have been characterized by
extensive litigation regarding patents and other intellectual property rights.
Litigation may be necessary to enforce any patents issued to us and/or determine
the scope and validity of others' proprietary rights. We may have to participate
in interference proceedings declared by the United States Patent and Trademark
Office or by foreign agencies to determine the priority of inventions. Any
involvement in litigation surrounding these issues could result in extensive
costs to us as well as cause a significant distraction for management. Such
costs could have a material adverse effect on our business, financial condition
and results of operations.

We also rely upon trade secrets, technical know-how and continuing technological
innovation to develop and maintain our competitive position. We typically
require our employees, consultants and advisors to execute confidentiality and
assignment of inventions agreements in connection with their employment,
consulting or advisory relationships with us. There can be no assurance,
however, that these agreements will not be breached or that we will have
adequate remedies for any breach. Furthermore, there can be no assurance that
competitors will not independently develop substantially equivalent proprietary
information and techniques or otherwise gain access to our proprietary
technology, or that we can meaningfully protect our rights in unpatented
proprietary technology. Several of our management and scientific personnel were
formerly associated with other pharmaceutical and biotechnology companies and
academic institutions. In some cases, these individuals are conducting research
in similar areas with which they were involved prior to joining us. As a result,
we, as well as these individuals, could be subject to claims of violation of
trade secrets and similar claims.

We intend to vigorously protect and defend our intellectual property. It may be
necessary for us to bring costly and time-consuming litigation to enforce
patents issued to us, to protect trade secrets or know-how we own, or to
determine the enforceability, scope and validity of the proprietary rights of
others.

Extensive Government Regulation; No Assurance of Regulatory Approval. We are
subject to extensive governmental regulatory requirements and a lengthy approval
process for our product candidates. The development and commercial use of our
product candidates will be regulated by numerous federal, state and local
governmental authorities in the United States, including the FDA and comparable
foreign regulatory agencies abroad. The nature of our research and development
and manufacturing processes requires


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the use of hazardous substances and testing on certain laboratory animals.
Accordingly, we are subject to extensive federal, state and local laws, rules,
regulations and policies governing the use, generation, manufacture, storage,
air emission, effluent discharge, handling and disposal of certain materials and
wastes, as well as the use of and care for laboratory animals. Although we
believe we are in compliance with all such laws and maintain policies and
procedures to ensure that we remain in compliance, there can be no assurance
that accidents will not happen that would expose us to legal risk and/or
financial loss. Furthermore, there can be no assurance that current laws will
not be changed or that new laws will not be passed that force us to change our
policies and procedures, an event which could impose significant costs on us.

The regulatory approval process for new MRI contrast agents, including required
preclinical studies and clinical trials, is lengthy and expensive. Although
certain of our employees have experience in obtaining regulatory approvals, we
have only limited experience in filing or pursuing applications necessary to
gain regulatory approvals. Preclinical testing of our product development
candidates is subject to Good Laboratory Practices ("GLP") as prescribed by the
FDA and the manufacture of any products developed by us will be subject to Good
Manufacturing Practices ("GMP") as prescribed by the FDA. There can be no
assurance that the necessary FDA clearances and subsequent approvals will be
obtained in a timely manner, if at all. There can be no assurance as to the
length of the clinical trial period or the number of patients that will be
required to be tested in the clinical trials in order to establish the safety
and efficacy of AngioMARK or any future product candidates of ours. We may
encounter unanticipated delays or significant costs in our efforts to secure
necessary approvals. There can be no assurance, even after the performance of
clinical trials and the passage of time and the expenditure of such resources,
that regulatory approval will be obtained for AngioMARK or any other product
candidates that we may develop. Our analysis of data obtained from preclinical
and clinical activities is subject to confirmation and interpretation by
regulatory authorities, which could delay, limit or prevent FDA regulatory
approval. Future United States legislative or administrative actions also could
prevent or delay regulatory approval of our product candidates. Even if
regulatory approvals are obtained, they may include significant limitations on
the indicated uses for which a product may be marketed. A marketed product also
is subject to continual FDA and other regulatory agency review and regulation.
Later discovery of previously unknown problems or failure to comply with the
applicable regulatory requirements may result in restrictions on the marketing
of a product or withdrawal of the product from the market, as well as possible
civil or criminal sanctions. Further, many academic institutions and companies
conducting research and clinical trials in the MRI contrast agent field are
using a variety of approaches and technologies. Any adverse results obtained by
such researchers in preclinical studies or clinical trials could adversely
affect the regulatory environment for MRI contrast agents generally. In
addition, if marketing approval is obtained, the FDA may require post-marketing
testing and surveillance programs to monitor the product's efficacy and side
effects. Results of these post-marketing programs may prevent or limit the
further marketing of the monitored product.

We and our strategic partners are also subject to numerous and varying foreign
regulatory requirements governing the design and conduct of clinical trials and
the manufacturing and marketing of our products. The foreign regulatory approval
process may include all of the risks associated with obtaining FDA approval set
forth above, and there can be no assurance that foreign regulatory approvals
will be obtained on a timely basis, if at all.

History of Operating Losses and Accumulated Deficit; Uncertainty of Future
Profitability. Our future financial results are uncertain. We


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have experienced significant losses since we commenced operations in 1992. As of
December 31, 1999, we had accumulated net losses of approximately $45.4 million.
These losses have resulted primarily from expenses associated with our research
and development activities, including preclinical and clinical trials, and
general and administrative expenses. We anticipate that our research and
development expenses will increase significantly in the future and we expect to
incur substantial losses over at least the next several years. There can be no
assurance that we will ever be able to generate revenues from the sale of
products. Moreover, even if we generate product revenues, there can be no
assurance that we will be able to achieve or sustain profitability. Our results
of operations have varied and will continue to vary significantly from quarter
to quarter and depend on, among other factors: the timing of fees and milestone
payments received from strategic partners; our formation of new strategic
alliances; the timing of expenditures in connection with research and
development activities, including clinical trials; the timing of product
introductions and associated launch, marketing and sales activities; and the
timing and extent of product acceptance for different indications and
geographical areas of the world.

Future Capital Needs; Uncertainty of Additional Funding. Since inception, we
have funded our operations primarily through our public offerings of Common
Stock, private sales of equity securities, equipment lease financings and
license payments from our strategic partners. We believe that existing cash and
cash equivalents as well as the proceeds we receive under our Non-Negotiable
Promissory Note from Mallinckrodt will be sufficient to fund our operations
through the first quarter of 2001. We believe that we will need to raise
substantial additional funds for research, development and other expenses,
through equity or debt financings, strategic alliances or otherwise, prior to
commercialization of any of our product candidates. Our future liquidity and
capital requirements will depend upon numerous factors, including the following:
the progress and scope of clinical trials; the timing and costs of filing future
regulatory submissions; the timing and costs required to receive both United
States and foreign governmental approvals; the cost of filing, prosecuting,
defending and enforcing patent claims and other intellectual property rights;
the extent to which our products gain market acceptance; the timing and costs of
product introductions; the extent of our ongoing research and development
programs; the costs of training physicians to become proficient with the use of
our products; and, if necessary once regulatory approvals are received, the
costs of developing marketing and distribution capabilities. There can be no
assurance that additional financing will be available on terms acceptable to us,
or at all. Our inability to fund our capital requirements would have a material
adverse effect on our business, financial condition and results of operations.
If adequate funds are not available, we may be required to curtail operations
significantly or to obtain funds by entering into arrangements with strategic
partners or others that may require us to relinquish rights to certain of our
technologies, product candidates, products or potential markets. To the extent
that additional capital is raised through the sale of equity or securities
convertible into equity, the issuance of such securities could result in
dilution to our existing stockholders.

Limited Manufacturing Capability. We do not have, nor do we currently have plans
to develop, full-scale manufacturing capability for AngioMARK. While we do
manufacture small amounts of AngioMARK for research and development efforts, we
intend to rely on Mallinckrodt as the primary manufacturer of AngioMARK for
Phase III clinical trials as well as for any future human clinical trials and
commercial use. If Mallinckrodt is unable to produce AngioMARK in adequate
amounts and at a reasonable cost or to comply with


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any applicable regulations, including GMP, it could have a material adverse
effect on our business, financial condition and results of operations.
Furthermore, should Mallinckrodt fail to fulfill its manufacturing
responsibilities satisfactorily, we could be forced to find an alternative
manufacturer. There can be no assurance that we would be able to find such an
alternative manufacturer. In the event we were forced to develop our own
FDA-approved full-scale manufacturing capability, it would require significant
expenditures of capital and management attention and resources and could require
us to obtain a license from a third party, and would result in a delay in the
approval or commercialization of AngioMARK. There can be no assurance that we
would be able to obtain such a license on commercially reasonable terms, if at
all.

Dependence on Suppliers. We currently procure the raw materials for the various
components of AngioMARK from a broad variety of vendors and, wherever possible,
maintain relationships with multiple vendors for each component. There are a
number of components of AngioMARK for which the largest suppliers may have
significant control over the market price due to controlling market shares. If
any one of our suppliers decided to increase prices significantly or reduce
quantities of components of AngioMARK available for sale to us, it could have a
material adverse effect on our ability to commercialize AngioMARK and on our
business, financial condition and results of operations.

Potential Product Liability Exposure and Insurance. The clinical testing,
manufacturing and marketing of our product candidates may expose us to product
liability claims, and there can be no assurance that we will not experience
material product liability losses in the future. We currently have limited
product liability insurance for the use of our product candidates in clinical
research, but there can be no assurance that such coverage will continue to be
available on terms acceptable to us or that such coverage will be adequate for
liabilities actually incurred. We do not have product liability insurance
coverage for the commercial sale of our products but intend to obtain such
coverage if and when our product candidates are commercialized. However, there
can be no assurance that we will be able to obtain adequate additional product
liability insurance coverage on acceptable terms, if at all. A successful claim
brought against us in excess of available insurance coverage, or any claim or
product recall that results in significant adverse publicity against us, may
have a material adverse effect on our business, financial condition and results
of operations.

Uncertainty of Adequate Reimbursement. We could be adversely affected by changes
in reimbursement policies of governmental or private healthcare payors,
particularly to the extent any such changes affect reimbursement for procedures
in which our product candidates would be used. Failure by physicians, hospitals
and other users of our products to obtain sufficient reimbursement from
third-party payors for the procedures in which our product candidates would be
used, or adverse changes in governmental and private third-party payors'
policies toward reimbursement for such procedures would have a material adverse
effect on our business, financial condition and results of operations. If we
obtain the necessary foreign regulatory approvals, market acceptance of our
product candidates in international markets would be dependent, in part, upon
the availability of reimbursement within prevailing healthcare payment systems.
Reimbursement and healthcare payment systems in international markets vary
significantly by country, and include both government sponsored health care and
private insurance. We intend to seek international reimbursement approvals,
although there can be no assurance that any such approvals will be obtained in a
timely manner, if at all, and failure to receive international reimbursement
approvals could have an adverse effect on market acceptance of our products in
the international markets in which such approvals are


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sought.

Dependence Upon Key Personnel. Our future business and operating results depend
in significant part upon the continued contributions of our key technical and
senior management personnel, many of whom would be difficult to replace and
certain of whom perform important functions for us beyond those functions
suggested by their respective job title or description. Our future business and
operating results also depend in significant part upon our ability to attract
and retain qualified management, operational and technical personnel.
Competition for such personnel is intense, and there can be no assurance that we
will be successful in attracting or retaining such personnel. Although we
maintain key life insurance on the lives of certain officers, the loss of any
key employee, the failure of any key employee to perform in his or her current
position, or our inability to attract and retain skilled employees, as needed,
could have a material adverse effect on our business, financial condition and
results of operations.

Possible Volatility of Share Price. The market prices of the capital stock of
medical technology companies have historically been very volatile, and the
market price of the shares of our common stock may be highly volatile. The
market price of the shares of our common stock may be significantly affected by
factors such as actual or anticipated fluctuations in our operating results,
announcements of technological innovations, new products or new contracts by us
or our competitors, developments with respect to patents or proprietary rights,
conditions and trends in the pharmaceutical and other technology industries,
adoption of new accounting standards affecting such industries, changes in
financial estimates by securities analysts, general market conditions and other
factors. In addition, the stock market has from time to time experienced
significant price and volume fluctuations that have particularly affected the
market prices for the common stock of development stage companies. These broad
market fluctuations may adversely affect the market price of our common stock.
In the past, following periods of volatility in the market price of a particular
company's securities, class action securities litigation has often been brought
against that company. Such litigation, if brought against us, could result in
substantial costs and a diversion of management's attention and resources.

Anti-Takeover Effect of Certain Charter and By-Law Provisions and Delaware Law.
Our Restated Certificate of Incorporation (the "Restated Certificate")
authorizes the Board of Directors to issue, without stockholder approval, up to
1,000,000 shares of preferred stock with voting, conversion and other rights and
preferences that could adversely affect the voting power or other rights of the
holders of common stock. The issuance of preferred stock or of rights to
purchase preferred stock could be used to discourage an unsolicited acquisition
proposal. In addition, the possible issuance of preferred stock could discourage
a proxy contest, make more difficult the acquisition of a substantial block of
our common stock or limit the price that investors might be willing to pay for
shares of our common stock. The Restated Certificate provides for staggered
terms for the members of the Board of Directors. A staggered Board of Directors
and certain provisions of our By-laws and of Delaware law applicable to us could
delay or make more difficult a merger, tender offer or proxy contest involving
our company. For example, we are subject to Section 203 of the General Corporate
Law of Delaware which, subject to some exceptions, restricts transactions and
business combinations between a corporation and a stockholder owning 15% or more
of the corporation's outstanding voting stock (an "interested stockholder") for
a period of three years from the date the stockholder becomes an interested
stockholder. These provisions may have the effect of delaying or preventing a
change of control of our company without action by the stockholders and,
therefore, could adversely affect the price of our stock.


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Absence of Dividends. To date, we have neither declared nor paid any cash
dividends on shares of our common stock and do not anticipate paying any cash
dividends in the foreseeable future.