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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-Q

(Mark One)

|  |  |                                                                                        
|- |  | ---------------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the quarterly period ended September 30, 2002                                      

or

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the transition period from  __________ to  __________                               

Commission file number: 1-11578

DISC, INC.

(Exact name of registrant as specified in its charter)


|                                                                                   |  |                                                   
|---------------------------------------------------------------------------------- |  | --------------------------------------------------
|California
(State or other jurisdiction of
incorporation or organization)          |  | 77-0129625
(I.R.S. Employer
Identification Number)
|                                                                                  
|372 Turquoise Street
Milpitas, California
(Address of principal executive offices) |  | 95035
(Zip Code)                                  

Registrants telephone number, including area code: (408) 934-7000

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.

YesxNo  ̈

The number of shares outstanding of the registrants common stock as of October 31, 2002 was
4,817,617.



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TABLE OF CONTENTS



|                               |                                                                                               |                                                      |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | Item 1. Condensed Consolidated Financial Statements                                          
|                               |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                               |                                                                                               | CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                               | Item 4. Controls and Procedures                                                              
|PART II  OTHER INFORMATION   
|                               | Item 1. Legal Proceedings                                                                    
|                               | Item 2. Changes in Securities and Use of Proceeds                                            
|                               | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                    
|INDEX TO EXHIBITS             
|EXHIBIT 10.51                 
|EXHIBIT 10.52                 
|EXHIBIT 10.53                 
|EXHIBIT 10.54                 
|EXHIBIT 10.55                 
|EXHIBIT 10.56                 
|EXHIBIT 10.57                 
|EXHIBIT 99.1                  



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PART I  FINANCIAL INFORMATION




Item 1. Condensed Consolidated Financial Statements




DISC, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

|                                     |                                                                                                                        |                           |                                            |             |                    |            |                   |             |           |            | 
|------------------------------------ | ---------------------------------------------------------------------------------------------------------------------- | ------------------------- | ------------------------------------------ | ----------- | ------------------ | ---------- | ----------------- | ----------- | --------- | ---------- | 
|                                     |                                                                                                                        |                           |                                            |             | September 30, 2002 |            | December 31, 2001
|                                     |                                                                                                                        |                           |                                            |             |                    |            |                  
|ASSETS                               |                                                                                                                        |                           |                                            |             |                    |            |                   |            
|Current assets:                      |                                                                                                                        |                           |                                            |             |                    |            |                   |            
|                                     | Cash                                                                                                                   |                           | $                                          | 496,000     |                    |            | $                 | 879,000     |          
|                                     | Accounts receivable, net                                                                                               |                           |                                            | 1,886,000   |                    |            |                   | 2,318,000   |          
|                                     | Inventories                                                                                                            |                           |                                            | 2,444,000   |                    |            |                   | 2,941,000   |          
|                                     | Prepaid expenses and deposits                                                                                          |                           |                                            | 235,000     |                    |            |                   | 310,000     |          
|                                     |                                                                                                                        |                           |                                            |             |                    |            |                   |            
|                                     |                                                                                                                        | Total current assets      |                                            |             | 5,061,000          |            |                   |             | 6,448,000 |           
|Property and equipment, net          |                                                                                                                        |                           | 586,000                                    |             |                    |            | 771,000           |            
|Goodwill                             |                                                                                                                        |                           | 2,294,000                                  |             |                    |            | 3,182,000         |            
|Other intangible assets, net         |                                                                                                                        |                           | 2,488,000                                  |             |                    |            | 3,059,000         |            
|Other assets                         |                                                                                                                        |                           | 44,000                                     |             |                    |            | 31,000            |            
|                                     |                                                                                                                        |                           |                                            |             |                    |            |                   |            
|                                     |                                                                                                                        |                           | Total assets                               |             | $                  | 10,473,000 |                   |             | $         | 13,491,000 | 
|                                     |                                                                                                                        |                           |                                            |             |                    |            |                   |            
|LIABILITIES AND SHAREHOLDERS EQUITY |                                                                                                                        |                           |                                            |             |                    |            |                   |            
|Current liabilities:                 |                                                                                                                        |                           |                                            |             |                    |            |                   |            
|                                     | Lines of credit                                                                                                        |                           | $                                          | 640,000     |                    |            | $                 | 1,402,000   |          
|                                     | Current portion of long term debt                                                                                      |                           |                                            | 407,000     |                    |            |                   | 361,000     |          
|                                     | Accounts payable                                                                                                       |                           |                                            | 3,178,000   |                    |            |                   | 3,022,000   |          
|                                     | Accrued expenses and other liabilities                                                                                 |                           |                                            | 2,006,000   |                    |            |                   | 2,027,000   |          
|                                     |                                                                                                                        |                           |                                            |             |                    |            |                   |            
|                                     |                                                                                                                        | Total current liabilities |                                            |             | 6,231,000          |            |                   |             | 6,812,000 |           
|Other liabilities, long-term         |                                                                                                                        |                           | 201,000                                    |             |                    |            | 119,000           |            
|Term loans, net of current portion   |                                                                                                                        |                           | 1,296,000                                  |             |                    |            | 1,422,000         |            
|Deferred tax liability, net          |                                                                                                                        |                           | 121,000                                    |             |                    |            | 1,151,000         |            
|                                     |                                                                                                                        |                           |                                            |             |                    |            |                   |            
|                                     |                                                                                                                        |                           | Total liabilities                          |             |                    | 7,849,000  |                   |             |           | 9,504,000  | 
|                                     |                                                                                                                        |                           |                                            |             |                    |            |                   |            
|Shareholders equity:                |                                                                                                                        |                           |                                            |             |                    |            |                   |            
|                                     | Convertible Preferred Stock; no par value:                                                                             |                           |                                            |             |                    |            |                   |             |          
|                                     | 10,000,000 shares authorized; 5,930,846 shares and
5,485,235 shares issued and outstanding                             |                           |                                            | 26,834,000  |                    |            |                   | 23,552,000  |          
|                                     | Common Stock; no par value: 40,000,000 shares
authorized; 4,817,617 shares and 4,817,617 shares
issued and outstanding |                           |                                            | 17,468,000  |                    |            |                   | 16,725,000  |          
|                                     | Accumulated deficit                                                                                                    |                           |                                            | (41,441,000 | )                  |            |                   | (36,254,000 | )        
|                                     | Accumulated other comprehensive loss                                                                                   |                           |                                            | (237,000    | )                  |            |                   | (36,000     | )        
|                                     |                                                                                                                        |                           |                                            |             |                    |            |                   |            
|Total shareholders equity           |                                                                                                                        |                           | 2,624,000                                  |             |                    |            | 3,987,000         |            
|                                     |                                                                                                                        |                           |                                            |             |                    |            |                   |            
|                                     |                                                                                                                        |                           | Total liabilities and shareholders equity |             | $                  | 10,473,000 |                   |             | $         | 13,491,000 | 
|                                     |                                                                                                                        |                           |                                            |             |                    |            |                   |            

See the accompanying condensed notes to these consolidated financial statements.





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DISC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

|                                                                                    |                            |   |                                  |           |                                 |   |            |           |      |   |            |           |  |   |            |           | 
|----------------------------------------------------------------------------------- | -------------------------- | - | -------------------------------- | --------- | ------------------------------- | - | ---------- | --------- | ---- | - | ---------- | --------- |  | - | ---------- | --------- | 
|                                                                                    |                            |   | Three Months ended September 30, |           | Nine Months ended September 30,
|                                                                                    |                            |   |                                  |           |                                
|                                                                                    |                            |   | 2002                             |           | 2001                            |   | 2002       |           | 2001
|                                                                                    |                            |   |                                  |           |                                 |   |            |           |     
|Net sales                                                                           |                            | $ | 2,750,000                        |           |                                 | $ | 3,739,000  |           |      | $ | 8,577,000  |           |  | $ | 7,813,000  |          
|                                                                                    |                            |   |                                  |           |                                 |   |            |           |      |   |            |           |  |   |            |          
|Costs and expenses:                                                                 |                            |   |                                  |           |                                 |   |            |           |      |   |            |           |  |   |            |          
|                                                                                    | Cost of sales              |   |                                  | 2,368,000 |                                 |   |            | 2,818,000 |      |   |            | 7,139,000 |  |   |            | 6,310,000 | 
|                                                                                    | Research and development   |   |                                  | 617,000   |                                 |   |            | 551,000   |      |   |            | 1,874,000 |  |   |            | 1,339,000 | 
|                                                                                    | Marketing and sales        |   |                                  | 958,000   |                                 |   |            | 1,008,000 |      |   |            | 3,169,000 |  |   |            | 2,588,000 | 
|                                                                                    | General and administrative |   |                                  | 384,000   |                                 |   |            | 392,000   |      |   |            | 1,276,000 |  |   |            | 982,000   | 
|                                                                                    | Intangible amortization    |   |                                  | 190,000   |                                 |   |            |          |      |   |            | 571,000   |  |   |            |          | 
|                                                                                    |                            |   |                                  |           |                                 |   |            |           |      |   |            |           |  |   |            |          
|                                                                                    |                            |   | 4,517,000                        |           |                                 |   | 4,769,000  |           |      |   | 14,029,000 |           |  |   | 11,219,000 |          
|                                                                                    |                            |   |                                  |           |                                 |   |            |           |      |   |            |           |  |   |            |          
|Loss from operations                                                                |                            |   | (1,767,000                       | )         |                                 |   | (1,030,000 | )         |      |   | (5,452,000 | )         |  |   | (3,406,000 | )        
|Interest expense                                                                    |                            |   | (48,000                          | )         |                                 |   | (76,000    | )         |      |   | (180,000   | )         |  |   | (129,000   | )        
|Other income (expense), net                                                         |                            |   | 321,000                          |           |                                 |   |           |           |      |   | 302,000    |           |  |   |           |          
|                                                                                    |                            |   |                                  |           |                                 |   |            |           |      |   |            |           |  |   |            |          
|Net loss before income taxes                                                        |                            |   | (1,494,000                       | )         |                                 |   | (1,106,000 | )         |      |   | (5,330,000 | )         |  |   | (3,535,000 | )        
|Income tax benefit                                                                  |                            |   |                                 |           |                                 |   |           |           |      |   | 143,000    |           |  |   |           |          
|                                                                                    |                            |   |                                  |           |                                 |   |            |           |      |   |            |           |  |   |            |          
|Net loss                                                                            |                            |   | (1,494,000                       | )         |                                 |   | (1,106,000 | )         |      |   | (5,187,000 | )         |  |   | (3,535,000 | )        
|Deemed preferred stock dividend                                                     |                            |   | (654,000                         | )         |                                 |   | (607,000   | )         |      |   | (1,980,000 | )         |  |   | (1,426,000 | )        
|                                                                                    |                            |   |                                  |           |                                 |   |            |           |      |   |            |           |  |   |            |          
|Net loss attributable to
common shareholders                                        |                            | $ | (2,148,000                       | )         |                                 | $ | (1,713,000 | )         |      | $ | (7,167,000 | )         |  | $ | (4,961,000 | )        
|                                                                                    |                            |   |                                  |           |                                 |   |            |           |      |   |            |           |  |   |            |          
|Net loss per share
attributable to common
shareholders  basic and
diluted          |                            | $ | (0.45                            | )         |                                 | $ | (0.38      | )         |      | $ | (1.49      | )         |  | $ | (1.22      | )        
|                                                                                    |                            |   |                                  |           |                                 |   |            |           |      |   |            |           |  |   |            |          
|Weighted average common shares
for basic and diluted net loss
per share calculation |                            |   | 4,818,000                        |           |                                 |   | 4,548,000  |           |      |   | 4,818,000  |           |  |   | 4,080,000  |          
|                                                                                    |                            |   |                                  |           |                                 |   |            |           |      |   |            |           |  |   |            |          

See the accompanying condensed notes to these consolidated financial statements.

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DISC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                             |                                                          |                                                                         |                                               |                                           |            |                                 |            |           |            |            |            |  
|-------------------------------------------- | -------------------------------------------------------- | ----------------------------------------------------------------------- | --------------------------------------------- | ----------------------------------------- | ---------- | ------------------------------- | ---------- | --------- | ---------- | ---------- | ---------- | -
|                                             |                                                          |                                                                         |                                               |                                           |            | Nine Months ended September 30,
|                                             |                                                          |                                                                         |                                               |                                           |            |                                
|                                             |                                                          |                                                                         |                                               |                                           |            | 2002                            |            | 2001     
|                                             |                                                          |                                                                         |                                               |                                           |            |                                 |            |          
|Cash flows used in operating activities:     |                                                          |                                                                         |                                               |                                           |            |                                 |            |          
|                                             |                                                          | Net loss                                                                |                                               | $                                         | (5,187,000 | )                               |            | $         | (3,535,000 | )         
|                                             |                                                          | Adjustments to reconcile net loss to cash used in
operating activities: |                                               |                                           |            |                                 |            |           |            |           
|                                             |                                                          |                                                                         | Depreciation and amortization expense         |                                           |            | 871,000                         |            |           |            | 253,000    |           
|                                             |                                                          |                                                                         | Provision for doubtful accounts               |                                           |            | 24,000                          |            |           |            | 18,000     |           
|                                             |                                                          |                                                                         | Provision for excess and obsolete inventories |                                           |            | 86,000                          |            |           |            | 88,000     |           
|                                             |                                                          |                                                                         | Gain on extinguishments of debt               |                                           |            | (300,000                        | )          |           |            |           |           
|                                             |                                                          | Changes in assets and liabilities:                                      |                                               |                                           |            |                                 |            |           |            |           
|                                             |                                                          |                                                                         | Accounts receivable                           |                                           |            | 471,000                         |            |           |            | (1,331,000 | )         
|                                             |                                                          |                                                                         | Inventories                                   |                                           |            | 587,000                         |            |           |            | (253,000   | )         
|                                             |                                                          |                                                                         | Prepaid expenses and deposits                 |                                           |            | 82,000                          |            |           |            | 32,000     |           
|                                             |                                                          |                                                                         | Accounts payable                              |                                           |            | (3,000                          | )          |           |            | 23,000     |           
|                                             |                                                          |                                                                         | Accrued expenses and other liabilities        |                                           |            | (152,000                        | )          |           |            | 534,000    |           
|                                             |                                                          |                                                                         |                                               |                                           |            |                                 |            |          
|                                             |                                                          |                                                                         |                                               | Net cash used in operating activities     |            |                                 | (3,521,000 | )         |            |            | (4,171,000 | )
|                                             |                                                          |                                                                         |                                               |                                           |            |                                 |            |          
|Cash flows used in investing activities:     |                                                          |                                                                         |                                               |                                           |            |                                 |            |          
|                                             |                                                          | Purchase of property and equipment                                      |                                               |                                           | (91,000    | )                               |            |           | (184,000   | )         
|                                             |                                                          | Acquisition of NSM Storage GmbH, net                                    |                                               |                                           |           |                                 |            |           | (342,000   | )         
|                                             |                                                          | Purchase of other assets                                                |                                               |                                           | (9,000     | )                               |            |           |           |           
|                                             |                                                          |                                                                         |                                               |                                           |            |                                 |            |          
|                                             |                                                          |                                                                         |                                               | Net cash used in investing activities     |            |                                 | (100,000   | )         |            |            | (526,000   | )
|                                             |                                                          |                                                                         |                                               |                                           |            |                                 |            |          
|Cash flows provided by financing activities: |                                                          |                                                                         |                                               |                                           |            |                                 |            |          
|                                             |                                                          | Net borrowings under (repayments of) lines of credit
and term loans     |                                               |                                           | (756,000   | )                               |            |           | 677,000    |           
|                                             |                                                          | Proceeds from issuance of Common Stock                                  |                                               |                                           |           |                                 |            |           | 8,000      |           
|                                             |                                                          | Proceeds from issuance of Preferred Stock and warrants
for Common Stock |                                               |                                           | 4,025,000  |                                 |            |           | 4,650,000  |           
|                                             |                                                          |                                                                         |                                               |                                           |            |                                 |            |          
|                                             |                                                          |                                                                         |                                               | Net cash provided by financing activities |            |                                 | 3,269,000  |           |            |            | 5,335,000  |  
|                                             |                                                          |                                                                         |                                               |                                           |            |                                 |            |          
|Effect of exchange rate change on cash       |                                                          |                                                                         | (31,000                                       | )                                         |            |                                 | 10,000     |          
|                                             |                                                          |                                                                         |                                               |                                           |            |                                 |            |          
|Net increase (decrease) in cash              |                                                          |                                                                         | (383,000                                      | )                                         |            |                                 | 648,000    |          
|Cash at beginning of period                  |                                                          |                                                                         | 879,000                                       |                                           |            |                                 | 128,000    |          
|                                             |                                                          |                                                                         |                                               |                                           |            |                                 |            |          
|Cash at end of period                        |                                                          | $                                                                       | 496,000                                       |                                           |            | $                               | 776,000    |          
|                                             |                                                          |                                                                         |                                               |                                           |            |                                 |            |          
|Non-cash financing activities:               |                                                          |                                                                         |                                               |                                           |            |                                 |            |          
|                                             | Issuance of Common Stock in NSM Storage GmbH acquisition |                                                                         | $                                             |                                          |            |                                 | $          | 1,979,000 |           
|                                             |                                                          |                                                                         |                                               |                                           |            |                                 |            |          

See the accompanying condensed notes to these consolidated financial statements.

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DISC, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1  The Company

Basis of Presentation

We have prepared the unaudited interim condensed consolidated financial
statements pursuant to the rules and regulations of the Securities and Exchange
Commission. We have condensed or omitted certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles pursuant to these rules and
regulations. In our opinion, the unaudited condensed consolidated financial
statements reflect all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the financial position,
operating results and cash flows for the periods presented. These unaudited
condensed consolidated financial statements should be read in conjunction with
our audited consolidated financial statements and accompanying notes for the
years ended December 31, 2001 and 2000 included in our Annual Report on Form
10-K. The results of operations for the interim periods are not necessarily
indicative of the results that may be expected for the fiscal year, which ends
December 31, 2002, or for any other period.

In March 2002, we have received a written commitment from our largest
investor, MK GVD Fund, to provide the necessary resources to support the
Companys operation through April 16, 2003. We believe this committed future
investment will be sufficient to meet our operating requirements through April
16, 2003. However, we anticipate that we will continue to incur net losses for
the foreseeable future. The ability to sustain our operations for a
significant period after April 16, 2003 will depend on our ability to
significantly increase sales or raise significant additional equity or debt
financing on terms acceptable to us. There is no assurance that any of these
conditions will be achieved. In particular, we expect to require increasing
amounts of cash to finance our efforts to increase sales, which we plan to
achieve by increasing selling efforts to large system integrators and OEMs, by
hiring additional sales and sales support staff and by making evaluation units
available. In addition, we intend to expand our current network of resellers.
We may require cash to finance purchases of inventory to satisfy anticipated
increased sales as our products achieve market acceptance. In addition, we
expect that the continued integration of our acquisition of DISC GmbH and the
support of its operations will require cash as well. If we incur greater
expenditures than we anticipate in these or other matters, and we cannot raise
funds at acceptable terms or at all, we may not be able to develop or enhance
our products, take advantage of other opportunities or respond to competitive
pressures or unanticipated requirements. As a consequence, if we are unable to
generate sufficient revenues or raise funding as required, the operations and
prospects of our company, and its ability to continue as a going concern and to
achieve its intended business objectives, will be severely harmed.

Basis of Consolidation

The unaudited condensed consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries. All significant
intercompany transactions and balances have been eliminated.

Foreign Currency Translation

The functional currency of the Companys foreign subsidiaries is the local
currency. Accordingly, the assets and liabilities of the Companys foreign
subsidiaries are translated into U.S. Dollars using the exchange rates in
effect at the balance sheet date. Income and expense items are translated at
average exchange rates for the period. Foreign currency translation
adjustments are included in accumulated other

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comprehensive loss as a separate component of stockholders equity.
Foreign currency transaction gains or losses were not material in any of the
periods presented.

Note 2  Balance Sheet Details

|                         |                                             |   |               |           |              |   |           |           |  
|------------------------ | ------------------------------------------- | - | ------------- | --------- | ------------ | - | --------- | --------- | -
|                         |                                             |   | September 30, |           | December 31,
|                         |                                             |   | 2002          |           | 2001        
|                         |                                             |   |               |           |             
|Inventories:             |                                             |   |               |           |              |   |           |          
|                         | Purchased component parts and subassemblies |   | $             | 1,704,000 |              |   | $         | 2,119,000 |  
|                         | Work-in-process                             |   |               | 458,000   |              |   |           | 494,000   |  
|                         | Finished goods                              |   |               | 282,000   |              |   |           | 328,000   |  
|                         |                                             |   |               |           |              |   |           |          
|                         |                                             | $ | 2,444,000     |           |              | $ | 2,941,000 |          
|                         |                                             |   |               |           |              |   |           |          
|Other Intangible Assets: |                                             |   |               |           |              |   |           |          
|                         | Developed Technology                        |   | $             | 2,604,000 |              |   | $         | 2,604,000 |  
|                         | Core Technology                             |   |               | 72,000    |              |   |           | 72,000    |  
|                         | Patents                                     |   |               | 471,000   |              |   |           | 471,000   |  
|                         | Tradenames                                  |   |               | 229,000   |              |   |           | 229,000   |  
|                         |                                             |   |               |           |              |   |           |          
|                         |                                             |   | 3,376,000     |           |              |   | 3,376,000 |          
|                         | Less: Accumulated amortization              |   |               | (888,000  | )            |   |           | (317,000  | )
|                         |                                             |   |               |           |              |   |           |          
|                         |                                             | $ | 2,488,000     |           |              | $ | 3,059,000 |          
|                         |                                             |   |               |           |              |   |           |          

Accounts receivable at September 30, 2002 and December 31, 2001 are
presented net of an allowance for doubtful accounts of $238,000 and $275,000,
respectively.

Note 3  Related Party Transactions

During the nine months ended September 30, 2002, the Company sold and MK
GVD Fund, the principal shareholder, purchased 445,611 shares of convertible
preferred stock and warrants under a formula set out in a March 1996 agreement
for aggregate proceeds of $4,025,000. The warrants allow the holder to
purchase 1,114,012 shares of common stock for exercise prices ranging from
$0.85-$1.91. Under the agreement the number of shares of preferred stock was
determined based on the lower of 85% of the closing bid price or the average
closing price of the Companys Common Stock for the five trading days ended
three days prior to the issuance date, but not to exceed $2.50 per share as
converted into common stock.

The fair value of the warrants issued during the three months ended
September 30, 2002, $447,000 was determined using a Black Scholes option
pricing model with the following assumptions: volatility of 145%; risk free
interest rates ranging from 2.50% to 3.49%; expected life of five years and no
dividend yield. The fair value of the warrants is recorded in shareholders
equity.

A beneficial conversion feature is computed as the intrinsic value of the
spread between the quoted market price of common stock and the conversion price
multiplied by the number of common shares into which the preferred stock
converts. This beneficial conversion feature is accounted for as a deemed
dividend to the preferred stockholders and increases the net loss attributable
to common shareholders.

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Note 4  Term Loans and Lines of Credit

In September 2002, DISC GmbH reached agreement with a bank with which they
have a line of credit whereby DISC GmbH paid $100,000 against their line of
credit and the bank agreed to forgive and reduce their outstanding debt by an additional
$100,000. Also, in September 2002, DISC GmbH reached agreement with another
bank with which it has lines of credit and term loans whereby DISC GmbH agreed
to pay $200,000 against their term loans and line of credit and the
bank agreed to forgive and reduce their
debt by an additional $200,000. The total debt extinguishments from the two
banks of $300,000, is included in other income.

Note 5  Comprehensive Loss

A summary of comprehensive loss for the periods presented is as follow:

|                                  |  |                                  |            |                                 |  |      |            |      |  |   |            |   |  |   |            |  
|--------------------------------- |  | -------------------------------- | ---------- | ------------------------------- |  | ---- | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                  |  | Three Months ended September 30, |            | Nine Months ended September 30,
|                                  |  |                                  |            |                                
|                                  |  | 2002                             |            | 2001                            |  | 2002 |            | 2001
|                                  |  |                                  |            |                                 |  |      |            |     
|Net loss                          |  | $                                | (1,494,000 | )                               |  | $    | (1,106,000 | )    |  | $ | (5,187,000 | ) |  | $ | (3,535,000 | )
|Foreign currency translation loss |  |                                  | (11,000    | )                               |  |      | (88,000    | )    |  |   | (201,000   | ) |  |   | (88,000    | )
|                                  |  |                                  |            |                                 |  |      |            |      |  |   |            |   |  |   |            |  
|Total comprehensive loss          |  | $                                | (1,505,000 | )                               |  | $    | (1,194,000 | )    |  | $ | (5,388,000 | ) |  | $ | (3,623,000 | )
|                                  |  |                                  |            |                                 |  |      |            |      |  |   |            |   |  |   |            |  

Note 6  Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and
Other Intangible Assets, which is effective for fiscal years beginning after
March 15, 2001. SFAS No. 142 requires, among other things, the discontinuance
of goodwill amortization. In addition, the standard includes provisions upon
adoption for the reclassification of certain existing recognized intangibles as
goodwill, reassessment of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported goodwill and
the testing for impairment of existing goodwill and other intangibles. The
Company has adopted SFAS No. 142 effective January 1, 2002 and has determined
that there was no impairment at the transition date.

In June 2002, the FASB issued SFAS No. 146, Accounting for Exit or
Disposal Activities (SFAS 146). SFAS 146 addresses significant issues
regarding the recognition, measurement, and reporting of costs that are
associated with exit and disposal activities, including restructuring
activities that are currently accounted for under EITF No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring). The scope
of SFAS 146 also includes costs related to terminating a contract that is not a
capital lease and termination benefits that employees who are involuntarily
terminated receive under the terms of a one-time benefit arrangement that is
not an ongoing benefit arrangement or an individual deferred-compensation
contract. SFAS 146 will be effective for exit or disposal activities that are
initiated after December 31, 2002 and early application is encouraged. We
adopted SFAS 146 during the third quarter of this fiscal year. The provisions
of EITF No. 94-3 shall continue to apply for an exit activity initiated under
an exit plan that met the criteria of EITF No. 94-3 prior to the adoption of
SFAS 146. The effect on adoption of SFAS 146 will change on a prospective
basis the timing of when restructuring charges are recorded from a commitment
date approach to when the liability is incurred.

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Note 7  Operating Segments

The Company operates in one industry segment.

The following is a summary of the Companys revenue attributed to the
geographic regions:

|              |  |                                  |           |                                 |  |      |           |      |  |   |           |  |  |   |           | 
|------------- |  | -------------------------------- | --------- | ------------------------------- |  | ---- | --------- | ---- |  | - | --------- |  |  | - | --------- | 
|              |  | Three Months ended September 30, |           | Nine Months ended September 30,
|              |  |                                  |           |                                
|              |  | 2002                             |           | 2001                            |  | 2002 |           | 2001
|              |  |                                  |           |                                 |  |      |           |     
|North America |  | $                                | 1,849,000 |                                 |  | $    | 3,032,000 |      |  | $ | 5,648,000 |  |  | $ | 6,702,000 | 
|Europe        |  |                                  | 855,000   |                                 |  |      | 625,000   |      |  |   | 2,490,000 |  |  |   | 1,027,000 | 
|Asia          |  |                                  | 22,000    |                                 |  |      | 77,000    |      |  |   | 270,000   |  |  |   | 77,000    | 
|Others        |  |                                  | 24,000    |                                 |  |      | 5,000     |      |  |   | 169,000   |  |  |   | 7,000     | 
|              |  |                                  |           |                                 |  |      |           |      |  |   |           |  |  |   |           | 
|              |  | $                                | 2,750,000 |                                 |  | $    | 3,739,000 |      |  | $ | 8,577,000 |  |  | $ | 7,813,000 | 
|              |  |                                  |           |                                 |  |      |           |      |  |   |           |  |  |   |           | 




Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

For the three and nine months ended September 30, 2002, the company had
sales of $2,750,000 and $8,577,000, respectively, compared to sales of
$3,739,000 and $7,813,000, respectively, for the three and nine months ended
September 30, 2001. The decrease in the three months ended September 30, 2002
from the same period in 2001 is primarily attributable to a slow down
by the Federal Government in information technology spending and the overall weakness
in the storage industry. The increase in the nine months ended September 30,
2002 from the same period in 2001 is primarily related to our July 2001
acquisition of NSM Storage GmbH (which we subsequently renamed DISC GmbH). The
general sales cycles for distribution of our products are similar to those of
most businesses selling products designed for use as part of large systems, and
range from three to six months for value added resellers and small system
integrators and from one to two years for original equipment manufacturers,
product integrators and large system integrators. Because our products are
part of large systems, the sales cycles for our products vary significantly and
are difficult to predict for any particular transaction. The long and often
unpredictable sales cycles for our products complicate forecasting for
operational planning and may cause net sales and operating results to vary
significantly from quarter to quarter.

Cost of sales, as a percentage of sales, increased to 86% and 83%,
respectively, for the three and nine months ended September 30, 2002, as
compared to 75% and 81% for the comparable 2001 period. The increase for the
three months ended September 30, 2002 from the same period in 2001 is primarily
due to product mix and fixed manufacturing costs being distributed over a
smaller sales volume. The increase for the nine months ended September 30, 2002
from the same period in 2001 in primarily due to product mix. Our relatively
low gross margins reflect our low levels of net sales, which have resulted in
unabsorbed manufacturing costs and high costs of materials due to the inability
to achieve purchasing economies of scale. We expect that, if product sales
increase significantly, costs of sales per unit of product will decrease
because fixed manufacturing costs will be distributed over the larger sales
volume, and material costs will decrease as the result of volume purchases.
However, even with product sales increases, cost of sales per unit of product
may not decrease significantly or at all because the magnitude of the sales
increase may not be sufficient or because manufacturing, material and other
costs may independently increase.

For the three and nine months ended September 30, 2002, research and
development expenses were $617,000 and $1,874,000, respectively, compared to
$551,000 and $1,339,000 for the comparable period of

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2001. The increase for the three and nine month periods ended September
30, 2002 as compared to the comparable periods of 2001 were primarily due to an
increase in headcount in connection with the acquisition of DISC GmbH. We
believe that research and development expenses will remain relatively constant
in dollar amounts during the remainder of 2002.

Marketing and sales expenses were $958,000 and $3,169,000, respectively,
for the three and nine months ended September 30, 2002 compared to $1,008,000
and $2,588,000 for the comparable period in 2001. The decrease for the three
months ended September 30, 2002 from the same period in 2001 is primarily due
to lower commission expense, due to the lower sales volume and lower trade show
expenses. The increase for the nine months ended September 30, 2002 as
compared to the comparable period in 2001 is primarily due to an increase in
headcount and related marketing and sales expenses related to the acquisition
of DISC GmbH. We believe that marketing and sales expenses will increase
moderately in dollar amounts during the remainder of 2002 as we have added
significant resources in marketing and business development to allow us to
address new markets and expand our customer base, but decline as a percentage
of sales in the long term.

General and administrative expenses were $384,000 and $1,276,000,
respectively, for the three and nine months ended September 30, 2002 compared
to $392,000 and $982,000 for the comparable period in 2001. General and
administrative expense remained relatively constant for the three months ended
September 30, 2002 but increased for the nine months ended September 30, 2002
primarily due to an increase in headcount in connection with the acquisition of
DISC GmbH. General and administrative expenses are expected to remain
relatively constant in dollar amounts during the remainder of 2002.

Intangible amortization of $190,000 and $571,000, respectively, for the
three and nine months ended September 30, 2002 consist of the amortization of
acquired intangible assets. The July 2001 acquisition of DISC GmbH generated
approximately $3,376,000 in identified intangibles, which are currently being
amortized over periods ranging from four to six years. We expect amortization
expense to be approximately $190,000 for each quarter during 2002. Amortization
could be affected by other acquisitions or impairment of existing identified
intangible assets in future periods.

Interest expense was $48,000 and $180,000, respectively, for the three and
nine months ended September 30, 2002 as compared to interest expense of $76,000
and $129,000, respectively, for the three and nine months ended September 30,
2001. The decrease for the three months ended September 30, 2001 is primarily
due to less debt outstanding as compared to the same period in 2001. The
increase for the nine months ended September 30, 2002, is primarily due to the
interest on the debt assumed from the acquisition of DISC GmbH.

Other income and expense was $321,000 and $302,000, respectively, for the
three and nine months ended September 30, 2002. Other income is primarily
comprised of a gain of $300,000 related to debt extinguishments as discussed in Note 4 of
the Condensed Notes to the Consolidated Financial Statements.

Notwithstanding the foregoing, we may incur significant, unexpected
expenses as a result of attempts to respond to technological advances,
increased competition, new product announcements and releases by our
competitors, changes in the data storage market, market opportunities and other
factors discussed below in Factors That May Affect Future Operating Results
and the Market Price of Our Stock.

Liquidity and Capital Resources

Net cash used in operating activities for the nine month period ended
September 30, 2002 was $3,521,000 compared to $4,171,000 used for the
comparable period in 2001. Net cash used in operating

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activities in 2002 primarily reflects a loss of $5,187,000 partially
offset by a decrease in accounts receivable of $471,000, a decrease in
inventory of $587,000, a decrease in accrued expenses and other liabilities of
$152,000, a gain on extinguishment of debt of 300,000 (see Note 4) and depreciation and amortization of $871,000. Net cash used in
operating activities in 2001 primarily reflects a loss of $3,535,000 partially
offset by an increase in accounts receivable of $1,331,000, an increase in
inventory of $253,000, an increase in accrued expenses and other liabilities of
$534,000, and depreciation and amortization of $253,000.

Net cash used in investing activities was $100,000 for the nine months
ended September 30, 2002 compared to $526,000 for the nine months ended
September 30, 2001 and primarily consisted of purchases of hardware and
disbursements related to the direct cost of our acquisition of NSM Storage in
July 2001.

Net cash provided by financing activities was $3,269,000 for the nine
months ended September 30, 2002 compared to $5,335,000, provided for the nine
months ended September 30, 2001. Net cash provided in 2002 consisted primarily
of $4,025,000 of net proceeds from the issuance of preferred stock offset by
the repayment of $756,000 of debt. Net cash provided in 2001 consisted primarily of $4,650,000 of net
proceeds from the issuance of preferred stock and a $677,000 increase in the
borrowings under the companys factoring agreement.

We have a factoring agreement that allows us to borrow the lesser of
$1,500,000 or 85% of eligible receivables. As of September 30, 2002 our
outstanding balance under this agreement was $424,000. At December 31, 2001,
March 31, 2002, June 30, 2002 and September 30, 2002 we were not in compliance
with the tangible net assets covenant of the agreement. We have requested a
waiver of the non-compliance and although a waiver has not been received,
borrowings have continued under the agreement.

At September 30, 2002, we had a cash balance of approximately $496,000.
In addition, we have a written commitment from our largest investor, MK GVD
Fund, to provide the necessary resources to support the companys operations
through April 16, 2003. We believe this committed future investment will be
sufficient to meet our operating requirements through April 16, 2003. However,
we anticipate that we will continue to incur net losses for the foreseeable
future. The ability to sustain our operations for a significant period after
April 16, 2003 will depend on our ability to significantly increase sales or
raise significant additional equity or debt financing on terms acceptable to
us. There is no assurance that any of these conditions will be achieved. In
particular, we expect to require increasing amounts of cash to finance our
efforts to increase sales, which we plan to achieve by increasing selling
efforts to large system integrators and OEMs, by hiring additional sales and
sales support staff and by making evaluation units available. In addition, we
intend to expand our current network of resellers. We may require cash to
finance purchases of inventory to satisfy anticipated increased sales as our
products achieve market acceptance. In addition, we expect that the continued
integration of our acquisition of DISC GmbH and the support of its operations
will require cash as well. If we incur greater expenditures than we anticipate
in these or other matters, and we cannot raise funds at acceptable terms or at
all, we may not be able to develop or enhance our products, take advantage of
other opportunities or respond to competitive pressures or unanticipated
requirements. As a consequence, if we are unable to generate sufficient
revenues or raise funding as required, the operations and prospects of our
company, and its ability to continue as a going concern and to achieve its
intended business objectives, will be severely harmed.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This quarterly report on Form 10-Q contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
and we intend that these forward-looking statements are subject to the safe
harbors created by those provisions. These forward-looking statements include
statements relating to:

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| |  |  | future research and development projects;                                                          
| | - |  | ---------------------------------------------------------------------------------------------------
|
| |  |  | increasing our sales efforts and possible increases in sales;                                      
|
| |  |  | potential future decreases in costs of sales per unit;                                             
|
| |  |  | expected research and development, marketing and sales and
general and administrative expenditures;
|
| |  |  | expected amortization expense for each quarter;                                                    
|
| |  |  | expanding our sales channels;                                                                      
|
| |  |  | expected sales cycles;                                                                             
|
| |  |  | the need for, and availability of, additional financing; and                                       
|
| |  |  | actual and potential acquisitions and their effects on our financial position.                     

The forward-looking statements included in this quarterly report on Form
10-Q are based on current expectations that involve a number of risks and
uncertainties. These forward-looking statements are based on assumptions
regarding our business, which involve judgments with respect to, among other
things, future economic, competitive and market conditions, and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond our control. Although we believe that the assumptions
underlying the forward-looking statements are reasonable, any of the
assumptions could prove inaccurate and, therefore, we cannot assure that the
results contemplated in forward-looking statements will be realized. In
addition, our business and operations are subject to substantial risks which
increase the uncertainty inherent in such forward-looking statements (see
Additional Factors that May Affect Future Operating Results and the Market
Price of our Stock starting on page 9 of our annual report on Form 10-K for
the year ended December 31, 2001 and Factors that May Affect Future Operating
Results and the Market Price of our Stock below). In light of the significant
uncertainties inherent in the forward-looking information included in this
quarterly report on Form 10-Q, the inclusion of such information should not be
regarded as a representation by us or any other person that our objectives or
plans will be achieved.

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Factors That May Affect Future Operating Results and the Market Price of Our Stock

Our future operating results, and stock price, may be affected by a number
of factors, many of which are beyond our control. These factors include the
following:

Our inability to meet ongoing funding requirements could severely harm our
operations and the prospects of our company.

To date, we have not generated enough cash from operations to fund our
business, and we anticipate that we will need to seek additional funding in the
future in order to fund our operations. In the event we need to raise
additional funds, we may not be able to do so on favorable terms, if at all.
We have a firm commitment from our largest shareholder, MK GVD Fund, to
continue to provide us with the necessary financial resources to support our
operations through April 16, 2003. There can be no assurance that this
shareholder, or any other investor, will be willing to make similar commitments
in the future. There also can be no assurance that other funding sources will
be available to us on a timely basis to fund our operations on terms acceptable
to us, or at all. If we are unable to raise sufficient funding as required,
the operations and prospects of our company, and its ability to continue as a
going concern, will be severely harmed.

We have a history of losses and we expect to incur future losses.

We have experienced significant operating losses since our inception, and
as of September 30, 2002 had an accumulated deficit of $41,441,000. We expect
to continue to incur net losses for the foreseeable future, and our ability to
sustain our operations for a significant period after December 31, 2002 will
depend on our ability to significantly increase or even maintain sales or raise
significant additional debt or equity financing. There can be no assurance we
will be able to increase sales or that additional financing will be available
on acceptable terms, or at all. Further, if we issue equity securities,
shareholders may experience additional dilution or the new equity securities
may have rights, preferences or privileges senior to those of our existing
securities. Even if we are able to increase sales, we may incur net losses for
the foreseeable future due to anticipated spending increases primarily on
sales, marketing and research and development efforts. Even if we do achieve
profitability, we may not sustain or increase profitability on a quarterly or
annual basis.

Our quarterly revenues and operating results may fluctuate for a number of
reasons, which may cause our stock price to fluctuate.

Our quarterly operating results have varied in the past and are likely to
vary significantly in the future due to several factors, including:



| |  |  | the size and timing of significant customer orders;                       
| | - |  | --------------------------------------------------------------------------
|
| |  |  | shifts in product or distribution channel mix;                            
|
| |  |  | increased competition and pricing pressure;                               
|
| |  |  | timing of new product announcements and releases by us or our competitors;
|
| |  |  | new product developments by storage device manufacturers;                 
|
| |  |  | the rate of growth in the data storage market;                            

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| |  |  | market acceptance of new and enhanced versions of our products;                                
| | - |  | -----------------------------------------------------------------------------------------------
|
| |  |  | timing and levels of our sales and operating expenses;                                         
|
| |  |  | gain or loss of significant customers or distributors;                                         
|
| |  |  | changes in economic conditions;                                                                
|
| |  |  | personnel changes; and                                                                         
|
| |  |  | our ability to effectively integrate the products and
operations of NSM Storage GmbH with ours.

Our quarterly revenue and operating results have been affected by seasonal
trends. These trends often result in lower revenue in the first quarter of
each fiscal year compared to the fourth quarter of the previous fiscal year due
to customer purchasing and budgetary practices.

The general sales cycles for distribution of our products are similar to
those of most businesses selling products designed for use as part of large
systems, and range from three to six months for value-added resellers, or VARs,
and small system integrators and from one to two years for original equipment
manufacturers, or OEMs, product integrators and large system integrators. Our
variable and extended sales cycle makes it difficult to predict if or when
revenue will be earned. Since our operating expenses are based on anticipated
revenue levels and because a high percentage of these expenses are relatively
fixed, a delay in a sale or revenue recognition for a sale could cause
significant variations in our operating results from quarter to quarter and
could cause unexpected results.

Operating results in any period should not be considered indicative of the
results investors can expect for any future period. Due to the forgoing and
other factors related to our industry, past results are a much less reliable
predicator of future results than is the case in many older, more stable and
less dynamic industries. We cannot assure you that we will be able to increase
or even sustain our recent levels of quarterly revenue and net sales, as
normalized for unusual or one-time items, or that we will attain or maintain
profitability in any future period. Any unfavorable change in the factors
described above or any other factors could adversely affect our operating
results for a particular quarter. In addition, it is likely that in some
future quarters our operating results will be below the expectations of public
market analysts and investors. In any of these events, the price of our common
stock would likely decline.

Because we operate with little backlog, our operating results could be
adversely affected if we do not accurately anticipate future sales levels.

Historically, we have operated with little order backlog and, due to the
nature of our business, do not anticipate that we will have significant backlog
in the future. Consequently, a large portion of our revenue in each quarter
results from orders placed during that quarter. Because of the relatively
large dollar size of orders from our distributors and OEMs, delay in the
placing of a small number of orders by a small number of purchasers could
negatively affect our operating results for a particular period. In addition,
our operating expense levels are, in the short term, largely fixed and are
based, in part, on expectations regarding future revenue. Thus, our operating
results could be disproportionately affected if we do not receive the expected
number of orders in a given quarter and our net sales falls below our
expectations.

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We depend on certain key suppliers and if we are unable to obtain adequate
supplies, our sales and operating results could be significantly adversely
affected.

We do not possess proprietary optical disk, high-density disk or other
storage technologies and, consequently, we depend on a limited number of
third-party manufacturers to supply us with the devices that we incorporate
into our products. In some cases, these manufacturers are sole-source
providers of the device technology. Our suppliers have in the past been, and
may in the future be, unable to meet our supply needs, including our needs for
timely delivery, adequate quantity and high quality. We do not have long-term
contracts with any of our significant suppliers. If these suppliers were to
decide to pursue the disc library market directly, they may cease supplying us
with disc drives and media, in which case we may be unable to obtain adequate
supplies of disc drives and media at acceptable prices, if at all. The partial
or complete loss of any of our suppliers could result in significant lost
sales, added costs and production delays or may otherwise harm our business,
financial condition, operating results and customer relationships.

We have a concentrated customer base, and therefore the loss of a single
customer could negatively affect our operating results.

The majority of our end users purchase our products from distributors,
VARs, OEMs and systems integrators. We have no long-term orders with any of
our significant customers or distributors. Generally we sell products pursuant
to purchase orders. In addition, our distributors carry competing product
lines which they may promote over our products. A distributor may not continue
to purchase our products or market them effectively. Moreover, certain of our
contracts with our distributors contain most favored nation pricing
provisions which mandate that we offer our products to these customers at the
lowest price offered to other similarly situated customers. Our operating
results could be adversely affected if any of the following factors were to
occur relating to one or more of our significant resellers:



| |  |  | the reduction, delay or cancellation of orders or the return of a significant amount of products;      
| | - |  | -------------------------------------------------------------------------------------------------------
|
| |  |  | the loss of one or more of such resellers; or                                                          
|
| |  |  | any financial difficulties of those resellers that result in
their inability to pay amounts owed to us.

There are substantial risks associated with the acquisition of NSM Storage
GmbH.

We acquired NSM Storage GmbH in July 2001, which we renamed DISC, GmbH.
If we are not successful in integrating its products, services, technology and
operations with ours, including coordinating our research development and sales
and marketing efforts, the net sales and operating results of the combined
company could decline. During the integration of NSM, our financial
performance will be subject to risks commonly associated with an acquisition,
including the financial impact of expenses necessary to realize benefits from
the acquisition and the potential for disruption of operations, including the
diversion of managements attention. We will face difficulties integrating
personnel with disparate backgrounds and combining corporate cultures, and we
may lose key employees. We may also lose customers and potential customers of
NSM in connection with the transition of ownership or otherwise.

In addition, in connection with the acquisition of DISC GmbH, we assumed
debt payable to financial institutions. To the extent DISC GmbH does not
generate sufficient cash flow to meet its working capital requirements and such
working capital is not available from other sources, our operations may be
curtailed or otherwise adversely impacted.

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The market for DISC GmbH products may not materialize or be of sufficient
size to enable us to recover our investment, resulting in the impairment of
goodwill, intangible or other long lived assets. Moreover, we may not be able
to accurately predict a potential impairment of the goodwill resulting from the
acquisition or of the identified intangible assets, which could require us to
write-off a significant portion of the goodwill or the identified intangible
assets, thereby adversely affecting our operating results.

Because we are dependent on international sales for a substantial amount
of our net revenues, we face the risks of international business and associated
currency fluctuations, which might adversely affect our operating results.

We expect that international revenues will continue to represent a
significant portion of our net revenues in the foreseeable future. Doing
business internationally involves greater expenses and many additional risks.
For example, because the products we sell abroad and the products and services
we buy abroad are priced in foreign currencies, we may be affected by
fluctuating exchange rates. We might not successfully protect ourselves
against currency rate fluctuations, and our financial performance could be
harmed as a result. In addition, we face other risks of doing business
internationally, including:



| |  |  | unexpected changes in regulatory requirements, taxes, trade laws and tariffs;
| | - |  | -----------------------------------------------------------------------------
|
| |  |  | reduced protection for intellectual property rights in some countries;       
|
| |  |  | differing labor regulations;                                                 
|
| |  |  | compliance with a wide variety of complex regulatory requirements;           
|
| |  |  | changes in a countrys or regions political or economic conditions;         
|
| |  |  | greater difficulty in staffing and managing foreign operations; and          
|
| |  |  | increased financial accounting and reporting burdens and complexities.       

Our international operations require significant attention from our
management and substantial financial resources. We do not know whether our
investments in other countries will produce desired levels of net revenues or
profitability.

Our stock price may be extremely volatile.

The market price of our common stock has experienced fluctuations and is
likely to fluctuate significantly in the future. Our stock price can fluctuate
for a number of reasons, including:



| |  |  | announcements about us or our competitors;                                             
| | - |  | ---------------------------------------------------------------------------------------
|
| |  |  | quarterly variations in operating results;                                             
|
| |  |  | the introduction of new technologies or products;                                      
|
| |  |  | changes in product pricing policies by us or our competitors;                          
|
| |  |  | comments regarding us and the data storage market made on Internet bulletin boards; and

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| |  |  | changes in earnings estimates by analysts or changes in accounting policies.
| | - |  | ----------------------------------------------------------------------------

In addition, stock markets have experienced extreme price and volume
volatility in recent years. This volatility has had a substantial effect on
the market prices of securities of many smaller public companies for reasons
frequently unrelated or disproportionate to the operating performance of the
specific companies. In addition, the securities of many high technology
companies, including our securities, have historically been subject to
extensive price and volume fluctuations that may affect the market price of
their common stock. These broad market fluctuations may adversely affect the
market price of our common stock.

Competition in the computer information storage market may lead to reduced
market share, declining prices and reduced profits.

The markets for data storage solutions are intensely competitive,
fragmented and characterized by rapidly changing technology and evolving
standards. These conditions could render our products less competitive or
obsolete and could harm our business, financial condition and ability to market
our products. Some of our competitors have significantly more financial,
technical, manufacturing, marketing and other resources than we have. As a
result, our competitors may be able to respond more quickly than we can to new
or changing opportunities, technologies, standards or customer requirements.
Competitors may develop products and technologies that are less expensive or
technologically superior to our products. In addition, our competitors may
manufacture and market their products more successfully than we do our
products. Competition from computer companies and others diversifying into the
field is expected to increase as the market develops. We may face substantial
competition from new entrants in the industry and from established and emerging
companies in related industries. There is significant price competition in the
markets in which we compete, and we believe that pricing pressures are likely
to continue. Certain competitors may reduce prices in order to preserve or
gain market share. This pricing pressure could result in significant price
erosion, reduced gross profit margins and loss of market share, any of which
could negatively affect our business, financial condition and operating
results.

The storage device market is characterized by rapid technological
evolution, and our success depends on our ability to develop new products.

The market for our products is characterized by rapidly changing
technology and evolving industry standards and is highly competitive with
respect to timely innovation. At this time, the data storage market is
particularly subject to change with the emergence of Fibre Channel protocol and
new storage solutions such as storage area networks and network attached
storage devices. The introduction of new products embodying new or alternative
technology or the emergence of new industry standards could render our existing
products obsolete or unmarketable. Our future success will depend in part on
our ability to anticipate changes in technology, to gain access to such
technology for incorporation into our products and to develop new and enhanced
products on a timely and cost-effective basis. Risks inherent in the
development and introduction of new products include:



| |  |  | the difficulty in forecasting customer demand accurately;                                
| | - |  | -----------------------------------------------------------------------------------------
|
| |  |  | the possibility that sales of new products may cannibalize sales of our current products;
|
| |  |  | delays in our initial shipments of new products;                                         
|
| |  |  | competitors responses to our introduction of new products; and                          

15



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| |  |  | the desire by customers to evaluate new products for longer
periods of time before making a purchase decision.
| | - |  | --------------------------------------------------------------------------------------------------------------

In addition, we must be able to maintain the compatibility of our products
with significant future device technologies, and we must rely on producers of
new device technologies to achieve and sustain market acceptance of those
technologies. Development schedules for high-technology products are subject
to uncertainty, and we may not meet our product development schedules.

We have in the past experienced delays in the introduction of some new
products. If we are unable, for technological or other reasons, to develop
products in a timely manner or if the products or product enhancements that we
develop do not achieve market acceptance, our business will be harmed.

A failure to develop and maintain propriety technology will negatively
affect our business.

Because our business depends on technology, our ability to compete
effectively depends in part on our ability to develop and maintain proprietary
aspects of our technology. We hold United States and German patents covering
various aspects of our technology, including the overall system design of our
products. These patents expire between 2007 and 2014. We cannot be certain
that these patents will provide meaningful protection for our product
innovations. We also rely on a combination of copyright, trademark, trade
secret and other intellectual property laws and various contract rights to
protect our proprietary rights. Such rights, however, may not preclude
competitors from developing products that are substantially equivalent or
superior to our products. There can be no assurance that our proprietary
technology will remain a trade secret or that others will not develop a similar
technology and use that technology to compete with us. In addition, many
aspects of our products are not subject to intellectual property protection and
can therefore be reproduced by our competitors.

While we are not currently engaged in any intellectual property litigation
or proceedings, we may become so involved in the future. However, there can be
no assurance that such claims will not be made in the future. An adverse
outcome in litigation could subject us to significant liabilities to third
parties, require us to license technology from others or require us to cease
marketing or using certain products, any of which could negatively affect our
business, financial condition and operating results. If we are required to
seek licenses under patents or proprietary rights of others, we may not be able
to acquire these licenses on acceptable terms, if at all. In addition, the
cost of responding to an intellectual property infringement claim, in terms of
legal fees and expenses and the diversion of management resources, whether or
not the claim is valid, could harm our business, financial condition and
operating results.

Concentration of ownership among our existing executive officers,
directors and principal shareholders may prevent other investors from
influencing significant corporate decisions.

As of September 30, 2002, our executive officers, directors and principal
shareholders beneficially owned, in the aggregate, approximately 91% of our
outstanding common stock, preferred stock and warrants, on an as-if-converted
basis. In particular, our largest investor beneficially owns approximately 89%
of our outstanding common stock, preferred stock and warrants, on an
as-converted basis. As a result, these shareholders, if acting together, will
be able to exercise control over all matters requiring shareholder approval,
including the election of directors and approval of significant corporate
transactions. This concentration of ownership could disadvantage other
shareholders with interests different from those of our officers, directors and
principal shareholders. For example, our officers, directors and principal
shareholders could delay or prevent an acquisition or merger even if the
transaction would benefit other shareholders.

16



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Downturns in the computer information storage market and related markets
may decrease our revenues and margins.

The market for our products depends on economic conditions affecting the
broader information technology and related markets. Downturns in these markets
may cause our customers to delay or cancel information technology projects,
reduce their information technology budgets or reduce or cancel orders for our
products. In this environment, customers may experience financial difficulty,
cease operations or fail to budget for the purchase of our products. This, in
turn, may lead to longer sales cycles, delays in payment and collection, and
price pressures, causing us to realize lower revenues and margins. A prolonged
economic downturn would also increase our exposure to credit risk on trade
receivables. In particular, capital spending in the information technology
sector generally has decreased in the past 12 months, and many of our customers
and potential customers have experienced declines in their revenues and
operations. If capital spending in our markets continues to decline or does
not increase, it may be necessary for us to gain significant market share from
our competitors in order to achieve our financial goals and achieve
profitability.

Undetected software or hardware errors could increase our costs and reduce
our revenue.

We may not be able to adequately control and eliminate manufacturing
flaws. If flaws in design, production, assembly or testing were to occur in
our products or those of our vendors, we could experience a rate of failure in
our products that would result in substantial repair or replacement costs and
potential damage to our reputation. Continued improvement in manufacturing
capabilities and control of material and manufacturing quality and costs are
critical factors in our future growth. We cannot assure you that our efforts
to monitor, develop and implement appropriate test and manufacturing processes
for our products will be sufficient to permit us to avoid a rate of failure in
our products that results in substantial shipment delays, significant repair or
replacement costs and damage to our reputation. In addition, our products are
combined with products from other vendors. As a result, when problems occur,
it is difficult to identify the source of the problem. These problems may
cause us to incur significant warranty and repair costs, divert the attention
of our engineering personnel from our product development efforts and cause
significant customer relations problems.

We may be sued by our customers for product liability claims as a result
of failures in our data storage products.

We face potential liability for performance problems of our products
because our end users employ our storage technologies for the storage and
backup of important data. Although we maintain general liability insurance,
our insurance may not cover potential claims of this type or may not be
adequate to indemnify us for all liability that may be imposed. Any imposition
of liability that is not covered by insurance or is in excess of our insurance
coverage could harm our business.

A number of key personnel are critical to the success of our business.

Our future success depends in large part on our ability to retain certain
key executives and other personnel, some of whom have been instrumental in
establishing and maintaining strategic relationships with key suppliers and
customers. Our future growth and success will depend in large part on our
ability to hire, motivate and retain highly qualified management, technical,
operations and sales and marketing personnel. Competition for such personnel
is intense in the high-technology industry, particularly in the San Francisco
Bay area. We may not be able to retain our existing personnel or attract
additional qualified personnel in the future. In addition, companies in our
industry whose employees accept positions with competitors frequently claim
that their competitors have engaged in unfair hiring practices. We may receive
such claims in the future

17



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##### Table of Contents



as we seek to hire qualified personnel, and such claims could result in
litigation. Regardless of the merits of these claims, we could incur
substantial costs in defending ourselves against these claims.

If our securities are delisted from Nasdaq, the trading market and prices
of our securities would be harmed.

The trading of our common stock on the Nasdaq SmallCap Market is
conditioned upon our meeting certain asset, revenues and stock price tests. If
we fail any of these tests, our common stock may be delisted from trading on
the Nasdaq system, which could materially adversely affect the trading market
and prices for those securities. In addition, low price stocks are subject to
additional risks including additional state regulatory requirements and the
potential loss of effective trading markets.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are not exposed to significant market risk related to fluctuations in
interest rates related to interest income, because we have not, and are not
expected to have significant investments in fiscal 2002. In addition, we do
not use derivative financial instruments of any kind.

We are exposed to short-term fluctuations in interest rates as our
borrowings on our lines of credit have variable interest rates. A sharp
increase in interest rates would have an adverse impact on our interest
expense.

International sales are made mostly from our German subsidiary and have
historically typically been denominated in German Marks, and beginning January
1, 2002 are typically denominated in Euro. Our German subsidiary also incurs
most of its expenses in the local currency, the Euro. Accordingly, our foreign
subsidiary uses its local currency as its functional currency.

Our international business is subject to risks typical of an international
business including, but not limited to differing economic conditions, changes
in political climate, differing tax structures, other regulations and
restrictions, and foreign exchange rate volatility. Accordingly, our future
results could be materially adversely impacted by changes in these or other
factors. We are also exposed to foreign exchange rate fluctuations as the
financial results of our foreign subsidiaries are translated into United States
Dollars in consolidation. As exchange rates vary, these results, when
translated, may vary from expectations and adversely impact overall expected
performance.

We plan to assess the need to enter into foreign currency exchange forward
contracts to offset the impact of currency fluctuations on certain
nonfunctional currency assets and liabilities, primarily denominated in Euro.
We also plan to assess the need to periodically hedge anticipated transactions.




Item 4. Controls and Procedures

Within the 90 days prior to the date of this Form 10-Q, the Company
carried out an evaluation, under the supervision and with the participation of
the Companys management, including the Presidents and Chief Executive Officer
along with the Companys Vice President of Finance and Chief Financial Officer,
of the effectiveness of the design and operation of the Companys disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that
evaluation, the Companys President and Chief Executive

18



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##### Table of Contents



Officer along with the Companys Vice President of Finance and Chief
Financial Officer concluded that the Companys disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company (including its consolidated subsidiaries) required to
be included in the Companys periodic SEC filings. There have been no
significant changes in the Companys internal controls or in other factors
which could significantly affect internal controls subsequent to the date the
Company carried out its evaluation.

19



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##### Table of Contents






PART II  OTHER INFORMATION




Item 1. Legal Proceedings

In the ordinary course of business, we may from time to time become
involved in certain legal proceeding. As of the date of this quarterly report,
we are not a party to any pending material legal proceedings.




Item 2. Changes in Securities and Use of Proceeds

During the third quarter ended September 30, 2002, we sold and MK GVD
Fund, our principal shareholder, purchased 225,968 shares of convertible
preferred stock and warrants under a formula set out in a March 1996 agreement
for aggregate proceeds of $ 1,625,000. The warrants allow the holder to
purchase 564,913 shares of our common stock for exercise prices ranging form
$0.85-$0.98. Pursuant to the 1996 agreement, the number of shares of preferred
stock was determined based on the lower of 85% of the closing bid price or the
average closing price our common stock for five trading days ended three days
prior to the issuance date, but not to exceed $2.50 per share as converted into
common stock. The shares of preferred stock are convertible into a total of
2,259,680 shares our common stock. These securities were not registered under
the Securities Act of 1933, as amended (the Securities Act) in reliance upon
the exemption provided by Section 4(2) of the Securities Act.

As more fully discussed in Note 3 to the Condensed Notes to the Condensed
consolidated Financial Statements, we have issued preferred stock during the
third quarter of the fiscal year ended September 30, 2002. The preferred stock
has certain rights, privileges and preferences (including liquidation
preferences) over our common stock.




Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of our security holders during the
quarter ended September 30, 2002.




Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits.
| | --- |  | ---------

|               |  |                                                                                             
|-------------- |  | --------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                 
|               |  |                                                                                             
|10.52          |  | Thirty-Third Amendment to Convertible Debenture Purchase
Agreement dated August 1, 2002.    
|10.52          |  | Thirty-Fourth Amendment to Convertible Debenture Purchase
Agreement dated August 6, 2002.   
|10.53          |  | Thirty-Fifth Amendment to Convertible Debenture Purchase
Agreement dated August 19, 2002.   
|10.54          |  | Thirty-Sixth Amendment to Convertible Debenture Purchase
Agreement dated September 11, 2002.
|10.55          |  | Thirty-Seventh Amendment to Convertible Debenture Purchase
Agreement                        

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|               |  |                                                                                                                                                                               
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                   
|               |  |                                                                                                                                                                               
|               |  | dated September 20, 2002.                                                                                                                                                     
|10.56          |  | Thirty-Eight Amendment to Convertible Debenture Purchase
Agreement dated September 27, 2002.                                                                                  
|10.57          |  | Thirty-Ninth Amendment to Convertible Debenture Purchase
Agreement dated September 30, 2002.                                                                                  
|99.1           |  | Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------

Current Report on Form 8-K filed on September 17, 2002 announcing the
appointment of Robert W. Riland III to succeed J. Richard Ellis as a member of
Board of Directors and Chairman.




SIGNATURES

Pursuant to the requirements 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.

|                         |  |            |  |                                                                                                                
|------------------------ |  | ---------- |  | ---------------------------------------------------------------------------------------------------------------
|                         |  | DISC, INC.
|                        
|Dated: November 14, 2002 |  | By:        |  | /s/ ROBERT W. RILAND III                                                                                       
|                         |  |            |  |                                                                                                                
|                         |  |            |  | Robert W. Riland III
President and Chief Executive Officer
(Principal Executive Officer)                       
|                        
|Dated: November 14, 2002 |  | By:        |  | /s/ HENRY MADRID                                                                                               
|                         |  |            |  |                                                                                                                
|                         |  |            |  | Henry Madrid
Vice President of Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)

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I, Robert W. Riland III, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of DISC, Inc.;                                                                                                                                                                                                                                                             
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                      



| | a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officer and I have disclosed, based on our most
recent evaluation, to the registrants auditors and the audit committee of the
registrants
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | board of directors (or persons performing the equivalent function):
| |  | -------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which
could adversely affect the registrants ability to record, process, summarize and
report financial data and have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have
indicated in this quarterly report whether or not
there were significant changes in internal controls
or in other factors that could significantly affect
internal controls subsequent to the date of our most
recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                         |  |     |  |                                                                                         
|------------------------ |  | --- |  | ----------------------------------------------------------------------------------------
|Dated: November 14, 2002 |  | By: |  | /s/ ROBERT W. RILAND III                                                                
|                         |  |     |  |                                                                                         
|                         |  |     |  | Robert W. Riland III
President and Chief Executive Officer
(Principal Executive Officer)

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I, Henry Madrid, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of DISC, Inc.;                                                                                                                                                                                                                                                             
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                      



| | a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the
effectiveness of the
registrants disclosure
controls and procedures
as of a date within 90
days prior to the filing
date of this quarterly
report (the Evaluation
Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officer and I have disclosed, based on our most
recent evaluation, to the registrants auditors and the audit committee of the
registrants
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | board of directors (or persons performing the equivalent function):
| |  | -------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design
or operation of internal controls which
could adversely affect the registrants
ability to record, process, summarize and
report financial data and have identified
for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not
material, that involves
management or other employees
who have a significant role
in the registrants internal
controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have
indicated in this quarterly report whether or not
there were significant changes in internal controls
or in other factors that could significantly affect
internal controls subsequent to the date of our most
recent evaluation, including any corrective actions
with regard to significant deficiencies and material
weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                         |  |     |  |                                                                                                                
|------------------------ |  | --- |  | ---------------------------------------------------------------------------------------------------------------
|Dated: November 14, 2002 |  | By: |  | /s/ HENRY MADRID                                                                                               
|                         |  |     |  |                                                                                                                
|                         |  |     |  | Henry Madrid
Vice President of Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)

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INDEX TO EXHIBITS

|               |  |                                                                                                                                                                               
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                   
|               |  |                                                                                                                                                                               
|10.51          |  | Thirty-Third Amendment to Convertible Debenture Purchase
Agreement dated August 1, 2002.                                                                                      
|10.52          |  | Thirty-Fourth Amendment to Convertible Debenture Purchase
Agreement dated August 6, 2002.                                                                                     
|10.53          |  | Thirty-Fifth Amendment to Convertible Debenture Purchase
Agreement dated August 19, 2002.                                                                                     
|10.54          |  | Thirty-Sixth Amendment to Convertible Debenture Purchase
Agreement dated September 11, 2002.                                                                                  
|10.55          |  | Thirty-Seventh Amendment to Convertible Debenture Purchase
Agreement dated September 20, 2002.                                                                                
|10.56          |  | Thirty-Eighth Amendment to Convertible Debenture Purchase
Agreement dated September 27, 2002.                                                                                 
|10.57          |  | Thirty-Ninth Amendment to Convertible Debenture Purchase
Agreement dated September 30, 2002.                                                                                  
|99.1           |  | Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

26