FLEMING US DISCOVERY FUND III LP

SEC source: 0001024780-04-000003 · primary_doc.xml · nonDerivative · entry 1

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 263,839

F1 · kind: (a) Fleming US Discovery Fund III, L.P. ("US Fund") made a distribution of 5,104,079 shares of the Issuer's common stock, $.01 par value per share ("Common Stock"), pro rata to its limited and general partners, and (b) Fleming US Discovery Offshore Fund III, L.P. ("Offshore Fund") made a distribution of 818,319 shares of Common Stock pro rata to its limited and general partners. Fleming US Discovery Partners, L.P. ("Discovery Partners") received 233,409 shares of Common Stock as general partner of the US Fund and 30,430 shares of Common Stock as general partner of the Offshore Fund.

F1 · price: (a) Fleming US Discovery Fund III, L.P. ("US Fund") made a distribution of 5,104,079 shares of the Issuer's common stock, $.01 par value per share ("Common Stock"), pro rata to its limited and general partners, and (b) Fleming US Discovery Offshore Fund III, L.P. ("Offshore Fund") made a distribution of 818,319 shares of Common Stock pro rata to its limited and general partners. Fleming US Discovery Partners, L.P. ("Discovery Partners") received 233,409 shares of Common Stock as general partner of the US Fund and 30,430 shares of Common Stock as general partner of the Offshore Fund.

F2 · balance_after: The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by Discovery Partners. The US Fund and the Offshore Fund do not directly own any shares of the Issuer's Common Stock. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by Discovery Partners. The US Fund and the Offshore Fund do not directly own any shares of the Issuer's Common Stock. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

F3 · ownership.nature: The amounts shown in Table I and II represent the beneficial ownership of the Issuer's equity securities by Discovery Partners which may be attributable to the US Fund and the Offshore Fund because Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the US Fund and the Offshore Fund is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within the US Fund and the Offshore Fund.

F4 · ownership.nature: The amounts shown in Table I and II represent the beneficial ownership of the Issuer's equity securities by Discovery Partners a portion of which may be deemed attributable to Fleming US Dicovery, LLC ("Discovery, LLC") because Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to Discovery, LLC is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery Partners, the US Fund and the Offshore Fund.

F5 · ownership.nature: The amounts shown in Table I and II represent the beneficial ownership of the Issuer's equity securities by Discovery Partners, a portion of which may be deemed attributable to JPMP Capital Corp. because JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to JPMP Capital Corp. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Designees of JPMP Capital Corp. on the Board of Managers of Discovery, LLC have voting and dispositive power over the securities shown in Table I and Table II, but no pecuniary interest.

F6 · ownership.nature: The amounts shown in Table I and II represent the beneficial ownership of the Issuer's equity securities by Discovery Partners, a portion of which may be deemed attributable to J.P. Morgan Chase & Co. because J.P. Morgan Chase & Co. is the sole stockholder of JPMP Capital Corp. JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund.

SEC source: 0001024780-04-000002 · primary_doc.xml · derivative · entry 3

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · price: As of the date hereof, the 129,540 shares of Series A Preferred are convertible at a conversion price of $0.79 per share into 16,397,468 shares of Common Stock.

F7 · price: Note that shares of Series A Preferred are exercisable immediately upon issuance. Thus, the 129,540 shares of Series A Preferred were exercisable on their respective dates of issuance, as set forth in previous Section 16 filings. There is no expiration date for the conversion of the Series A Preferred; holders of the Series A Preferred are entitiled to convert the Series A Preferred into Common Stock at any time.

F6 · derivative.exercise_date: As of the date hereof, the 129,540 shares of Series A Preferred are convertible at a conversion price of $0.79 per share into 16,397,468 shares of Common Stock.

F7 · derivative.exercise_date: Note that shares of Series A Preferred are exercisable immediately upon issuance. Thus, the 129,540 shares of Series A Preferred were exercisable on their respective dates of issuance, as set forth in previous Section 16 filings. There is no expiration date for the conversion of the Series A Preferred; holders of the Series A Preferred are entitiled to convert the Series A Preferred into Common Stock at any time.

F6 · derivative.expiration_date: As of the date hereof, the 129,540 shares of Series A Preferred are convertible at a conversion price of $0.79 per share into 16,397,468 shares of Common Stock.

F7 · derivative.expiration_date: Note that shares of Series A Preferred are exercisable immediately upon issuance. Thus, the 129,540 shares of Series A Preferred were exercisable on their respective dates of issuance, as set forth in previous Section 16 filings. There is no expiration date for the conversion of the Series A Preferred; holders of the Series A Preferred are entitiled to convert the Series A Preferred into Common Stock at any time.

F6 · derivative.underlying_shares: As of the date hereof, the 129,540 shares of Series A Preferred are convertible at a conversion price of $0.79 per share into 16,397,468 shares of Common Stock.

F7 · derivative.underlying_shares: Note that shares of Series A Preferred are exercisable immediately upon issuance. Thus, the 129,540 shares of Series A Preferred were exercisable on their respective dates of issuance, as set forth in previous Section 16 filings. There is no expiration date for the conversion of the Series A Preferred; holders of the Series A Preferred are entitiled to convert the Series A Preferred into Common Stock at any time.

F1 · ownership.direct: The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by Fleming US Discovery Fund III, LLC (the "US Fund") and Fleming Discovery Offshore Fund III, LLC (the "Offshore Fund"). In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 2, 3, 4 and 5 below). The US Fund, as Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

F2 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery Partners, L.P. ("Discovery Partners") because Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to Discovery Partners is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within the US Fund and the Offshore Fund.

F3 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery, LLC ("Discovery, LLC") because Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to Discovery, LLC is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery Partners, the US Fund and the Offshore Fund.

F4 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to JPMP Capital Corp. because JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to JPMP Capital Corp. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Designees of JPMP Capital Corp. on the Board of Managers of Discovery, LLC have voting and dispositive power over the securities shown in Table I and Table II, but no pecuniary interest.

F5 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to J.P. Morgan Chase & Co. because J.P. Morgan Chase & Co. is the sole stockholder of JPMP Capital Corp. JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund.

SEC source: 0001024780-04-000002 · primary_doc.xml · derivative · entry 2

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 129,540

Underlying: Common Stock · 563,797 shares

Expires not disclosed

F8 · price: On March 31, 2004, the Issuer paid in kind the following dividends in the form of an aggregate of 4,454 shares of Series A Preferred, in accordance with the terms of the Series A Preferred (x) to the US Fund, 3,839 shares of Series A Preferred and (y) to the Offshore Fund, 615 shares of Series A Preferred.

F6 · derivative.expiration_date: As of the date hereof, the 129,540 shares of Series A Preferred are convertible at a conversion price of $0.79 per share into 16,397,468 shares of Common Stock.

F7 · derivative.expiration_date: Note that shares of Series A Preferred are exercisable immediately upon issuance. Thus, the 129,540 shares of Series A Preferred were exercisable on their respective dates of issuance, as set forth in previous Section 16 filings. There is no expiration date for the conversion of the Series A Preferred; holders of the Series A Preferred are entitiled to convert the Series A Preferred into Common Stock at any time.

F1 · ownership.direct: The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by Fleming US Discovery Fund III, LLC (the "US Fund") and Fleming Discovery Offshore Fund III, LLC (the "Offshore Fund"). In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 2, 3, 4 and 5 below). The US Fund, as Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

F2 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery Partners, L.P. ("Discovery Partners") because Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to Discovery Partners is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within the US Fund and the Offshore Fund.

F3 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery, LLC ("Discovery, LLC") because Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to Discovery, LLC is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery Partners, the US Fund and the Offshore Fund.

F4 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to JPMP Capital Corp. because JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to JPMP Capital Corp. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Designees of JPMP Capital Corp. on the Board of Managers of Discovery, LLC have voting and dispositive power over the securities shown in Table I and Table II, but no pecuniary interest.

F5 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to J.P. Morgan Chase & Co. because J.P. Morgan Chase & Co. is the sole stockholder of JPMP Capital Corp. JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund.

SEC source: 0001024780-04-000002 · primary_doc.xml · nonDerivative · entry 1

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 19,137,449

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by Fleming US Discovery Fund III, LLC (the "US Fund") and Fleming Discovery Offshore Fund III, LLC (the "Offshore Fund"). In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 2, 3, 4 and 5 below). The US Fund, as Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

F2 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery Partners, L.P. ("Discovery Partners") because Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to Discovery Partners is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within the US Fund and the Offshore Fund.

F3 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery, LLC ("Discovery, LLC") because Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to Discovery, LLC is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery Partners, the US Fund and the Offshore Fund.

F4 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to JPMP Capital Corp. because JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to JPMP Capital Corp. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Designees of JPMP Capital Corp. on the Board of Managers of Discovery, LLC have voting and dispositive power over the securities shown in Table I and Table II, but no pecuniary interest.

F5 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to J.P. Morgan Chase & Co. because J.P. Morgan Chase & Co. is the sole stockholder of JPMP Capital Corp. JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund.

SEC source: 0001024780-04-000001 · primary_doc.xml · derivative · entry 5

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes.

Disclosed balance after: 0

Underlying: Common Stock · 507,112 shares

Expires 2004-03-31

F1 · price: (a) Fleming US Discovery Fund III, L.P. ("US Fund") made a cashless exercise of a warrant to purchase 41,011 shares of the Issuer's common stock, $.01 par value per share ("Common Stock"), at an initial exercise price of $7.421 per share (subject to adjustment) and a warrant to purchase 538,662 shares of Common Stock at an initial exercise price of $4.00 per share, and (b) Fleming US Discovery Offshore Fund III, L.P. ("Offshore Fund") made a cashless exercise of a warrant to purchase 6,591 shares of Common Stock, at an initial exercise price of $7.421 per share (subject to adjustment) and a warrant to purchase 86,338 shares of Common Stock at an initial exercise price of $4.00 per share.

F8 · derivative.exercise_date: Exercisable immediately.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designatued Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

F3 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery Partners, L.P. ("Discovery Partners") because Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to Discovery Partners is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within the US Fund and the Offshore Fund.

F4 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery, LLC ("Discovery, LLC") because Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to Discovery, LLC is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery Partners, the US Fund and the Offshore Fund.

F5 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to JPMP Capital Corp. because JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to JPMP Capital Corp. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Designees of JPMP Capital Corp. on the Board of Managers of Discovery, LLC have voting and dispositive power over the securities shown in Table I and Table II, but no pecuniary interest.

F6 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to J.P. Morgan Chase & Co. because J.P. Morgan Chase & Co. is the sole stockholder of JPMP Capital Corp. JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund.

SEC source: 0001024780-04-000001 · primary_doc.xml · derivative · entry 4

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes.

Disclosed balance after: 0

Underlying: Common Stock · 31,444 shares

Expires 2008-05-07

F1 · price: (a) Fleming US Discovery Fund III, L.P. ("US Fund") made a cashless exercise of a warrant to purchase 41,011 shares of the Issuer's common stock, $.01 par value per share ("Common Stock"), at an initial exercise price of $7.421 per share (subject to adjustment) and a warrant to purchase 538,662 shares of Common Stock at an initial exercise price of $4.00 per share, and (b) Fleming US Discovery Offshore Fund III, L.P. ("Offshore Fund") made a cashless exercise of a warrant to purchase 6,591 shares of Common Stock, at an initial exercise price of $7.421 per share (subject to adjustment) and a warrant to purchase 86,338 shares of Common Stock at an initial exercise price of $4.00 per share.

F8 · derivative.exercise_date: Exercisable immediately.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designatued Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

F3 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery Partners, L.P. ("Discovery Partners") because Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to Discovery Partners is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within the US Fund and the Offshore Fund.

F4 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery, LLC ("Discovery, LLC") because Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to Discovery, LLC is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery Partners, the US Fund and the Offshore Fund.

F5 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to JPMP Capital Corp. because JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to JPMP Capital Corp. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Designees of JPMP Capital Corp. on the Board of Managers of Discovery, LLC have voting and dispositive power over the securities shown in Table I and Table II, but no pecuniary interest.

F6 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to J.P. Morgan Chase & Co. because J.P. Morgan Chase & Co. is the sole stockholder of JPMP Capital Corp. JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund.

SEC source: 0001024780-04-000001 · primary_doc.xml · nonDerivative · entry 2

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes.

Disclosed balance after: 5,922,398

F1 · price: (a) Fleming US Discovery Fund III, L.P. ("US Fund") made a cashless exercise of a warrant to purchase 41,011 shares of the Issuer's common stock, $.01 par value per share ("Common Stock"), at an initial exercise price of $7.421 per share (subject to adjustment) and a warrant to purchase 538,662 shares of Common Stock at an initial exercise price of $4.00 per share, and (b) Fleming US Discovery Offshore Fund III, L.P. ("Offshore Fund") made a cashless exercise of a warrant to purchase 6,591 shares of Common Stock, at an initial exercise price of $7.421 per share (subject to adjustment) and a warrant to purchase 86,338 shares of Common Stock at an initial exercise price of $4.00 per share.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designatued Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

F3 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery Partners, L.P. ("Discovery Partners") because Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to Discovery Partners is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within the US Fund and the Offshore Fund.

F4 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery, LLC ("Discovery, LLC") because Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to Discovery, LLC is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery Partners, the US Fund and the Offshore Fund.

F5 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to JPMP Capital Corp. because JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to JPMP Capital Corp. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Designees of JPMP Capital Corp. on the Board of Managers of Discovery, LLC have voting and dispositive power over the securities shown in Table I and Table II, but no pecuniary interest.

F6 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to J.P. Morgan Chase & Co. because J.P. Morgan Chase & Co. is the sole stockholder of JPMP Capital Corp. JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund.

SEC source: 0001024780-04-000001 · primary_doc.xml · derivative · entry 3

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes.

Disclosed balance after: 0

Underlying: Common Stock · 1,500,000 shares

Expires 2005-03-31

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · price: The US Fund converted 64,637 shares of Series 2 Convertible Preferred Stock, at a conversion price of $5.00 per share, resulting in its acquisition of 1,292,740 shares of Common Stock and the Offshore Fund converted 10,363 shares of Series 2 Convertible Preferred Stock, at a conversion price of $5.00 per share, resulting in its acquisition of 207,260 shares of Common Stock.

F8 · derivative.exercise_date: Exercisable immediately.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designatued Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

F3 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery Partners, L.P. ("Discovery Partners") because Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to Discovery Partners is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within the US Fund and the Offshore Fund.

F4 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery, LLC ("Discovery, LLC") because Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to Discovery, LLC is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery Partners, the US Fund and the Offshore Fund.

F5 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to JPMP Capital Corp. because JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to JPMP Capital Corp. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Designees of JPMP Capital Corp. on the Board of Managers of Discovery, LLC have voting and dispositive power over the securities shown in Table I and Table II, but no pecuniary interest.

F6 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to J.P. Morgan Chase & Co. because J.P. Morgan Chase & Co. is the sole stockholder of JPMP Capital Corp. JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund.

SEC source: 0001024780-04-000001 · primary_doc.xml · nonDerivative · entry 1

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 5,383,842

F1 · kind: (a) Fleming US Discovery Fund III, L.P. ("US Fund") made a cashless exercise of a warrant to purchase 41,011 shares of the Issuer's common stock, $.01 par value per share ("Common Stock"), at an initial exercise price of $7.421 per share (subject to adjustment) and a warrant to purchase 538,662 shares of Common Stock at an initial exercise price of $4.00 per share, and (b) Fleming US Discovery Offshore Fund III, L.P. ("Offshore Fund") made a cashless exercise of a warrant to purchase 6,591 shares of Common Stock, at an initial exercise price of $7.421 per share (subject to adjustment) and a warrant to purchase 86,338 shares of Common Stock at an initial exercise price of $4.00 per share.

F1 · price: (a) Fleming US Discovery Fund III, L.P. ("US Fund") made a cashless exercise of a warrant to purchase 41,011 shares of the Issuer's common stock, $.01 par value per share ("Common Stock"), at an initial exercise price of $7.421 per share (subject to adjustment) and a warrant to purchase 538,662 shares of Common Stock at an initial exercise price of $4.00 per share, and (b) Fleming US Discovery Offshore Fund III, L.P. ("Offshore Fund") made a cashless exercise of a warrant to purchase 6,591 shares of Common Stock, at an initial exercise price of $7.421 per share (subject to adjustment) and a warrant to purchase 86,338 shares of Common Stock at an initial exercise price of $4.00 per share.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designatued Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

F3 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery Partners, L.P. ("Discovery Partners") because Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to Discovery Partners is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within the US Fund and the Offshore Fund.

F4 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery, LLC ("Discovery, LLC") because Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to Discovery, LLC is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery Partners, the US Fund and the Offshore Fund.

F5 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to JPMP Capital Corp. because JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to JPMP Capital Corp. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Designees of JPMP Capital Corp. on the Board of Managers of Discovery, LLC have voting and dispositive power over the securities shown in Table I and Table II, but no pecuniary interest.

F6 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to J.P. Morgan Chase & Co. because J.P. Morgan Chase & Co. is the sole stockholder of JPMP Capital Corp. JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund.

SEC source: 0001024780-03-000004 · primary_doc.xml · derivative · entry 10

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes 3,4,5 and 6

Disclosed balance after: 125,086

Underlying: Common Stock · 15,833,671 shares

Expires not disclosed

F12 · kind: Pursuant to the Agreement, Waiver and Consent dated as of December 19, 2002 between the Issuer and each of the US Fund and the Offshore Fund, each of the US Fund and the Offshore Fund agreed to defer the implementation of the anti-dilution provisions with respect to the conversion price of the Series A Preferred that would otherwise result from the issuance of the 10% Exchange Notes. However, such waiver of the anti-dilution adjustment does not apply in the event of a conversion of such notes in connection with the Issuer's equity offering. Thus, the issuance of shares of common stock on December 19, 2003 in connection with the conversion of the 10% Exchange Notes in connection with the Issuer's equity offering at the conversion rate of $0.79 per share triggered the anti-dilution adjustment provisions of the Series A Preferred, resulting in a reduction of the conversion price of the Series A Preferred from $1.10 per share to $0.79 per share.

F13 · kind: As of the date hereof, the 125,086 shares of Series A Preferred are convertible at a conversion price of $0.79 into 15,833,671 shares of Common Stock. The foregoing calculation of the conversion of the Series A Preferred at $0.79 per share reflects deemed beneficial owenrship with respective to dispositive power. However, pursuant to Seciton 4 of the Certificate of Amendment to the Certificate of Incorporation of the Issuer filed January 3, 2003, in determining the number of votes per share of the Series A Preferred, the conversion price shall be the higher of (a) the conversion price then in effect, or (b) $1.78. In accordance therewith, the conversion price is $1.78 solely with respect to the voting power of the Series A Preferred. Therefore, with respect to voting power, as of the date hereof, the 125,086 shares of Series A Preferred are convertible at a conversion price of $1.78 per share into 7,027,303 shares of Common Stock.

F14 · kind: Note that shares of Series A Preferred are exercisable immediately upon issuance. Thus, the 125,086 shares of Series A Preferred were exercisable on their respective dates of issuance, as set forth in previous Section 16 filings. There is no expiration date for the conversion of the Series A Preferred; holders of the Series A Preferred are entitled to convert the Series A Preferred into Common Stock at any time. However, on March 31, 2004, the Issuer has the option to redeem all, but not less than all, of the outstanding shares of Series A Preferred at the mandatory redemption price (as defined in the designation fo the Series A Preferred in the Issuer's Certificate of Incorporation) on March 31, 2004.

F12 · shares: Pursuant to the Agreement, Waiver and Consent dated as of December 19, 2002 between the Issuer and each of the US Fund and the Offshore Fund, each of the US Fund and the Offshore Fund agreed to defer the implementation of the anti-dilution provisions with respect to the conversion price of the Series A Preferred that would otherwise result from the issuance of the 10% Exchange Notes. However, such waiver of the anti-dilution adjustment does not apply in the event of a conversion of such notes in connection with the Issuer's equity offering. Thus, the issuance of shares of common stock on December 19, 2003 in connection with the conversion of the 10% Exchange Notes in connection with the Issuer's equity offering at the conversion rate of $0.79 per share triggered the anti-dilution adjustment provisions of the Series A Preferred, resulting in a reduction of the conversion price of the Series A Preferred from $1.10 per share to $0.79 per share.

F13 · shares: As of the date hereof, the 125,086 shares of Series A Preferred are convertible at a conversion price of $0.79 into 15,833,671 shares of Common Stock. The foregoing calculation of the conversion of the Series A Preferred at $0.79 per share reflects deemed beneficial owenrship with respective to dispositive power. However, pursuant to Seciton 4 of the Certificate of Amendment to the Certificate of Incorporation of the Issuer filed January 3, 2003, in determining the number of votes per share of the Series A Preferred, the conversion price shall be the higher of (a) the conversion price then in effect, or (b) $1.78. In accordance therewith, the conversion price is $1.78 solely with respect to the voting power of the Series A Preferred. Therefore, with respect to voting power, as of the date hereof, the 125,086 shares of Series A Preferred are convertible at a conversion price of $1.78 per share into 7,027,303 shares of Common Stock.

F14 · shares: Note that shares of Series A Preferred are exercisable immediately upon issuance. Thus, the 125,086 shares of Series A Preferred were exercisable on their respective dates of issuance, as set forth in previous Section 16 filings. There is no expiration date for the conversion of the Series A Preferred; holders of the Series A Preferred are entitled to convert the Series A Preferred into Common Stock at any time. However, on March 31, 2004, the Issuer has the option to redeem all, but not less than all, of the outstanding shares of Series A Preferred at the mandatory redemption price (as defined in the designation fo the Series A Preferred in the Issuer's Certificate of Incorporation) on March 31, 2004.

F12 · price: Pursuant to the Agreement, Waiver and Consent dated as of December 19, 2002 between the Issuer and each of the US Fund and the Offshore Fund, each of the US Fund and the Offshore Fund agreed to defer the implementation of the anti-dilution provisions with respect to the conversion price of the Series A Preferred that would otherwise result from the issuance of the 10% Exchange Notes. However, such waiver of the anti-dilution adjustment does not apply in the event of a conversion of such notes in connection with the Issuer's equity offering. Thus, the issuance of shares of common stock on December 19, 2003 in connection with the conversion of the 10% Exchange Notes in connection with the Issuer's equity offering at the conversion rate of $0.79 per share triggered the anti-dilution adjustment provisions of the Series A Preferred, resulting in a reduction of the conversion price of the Series A Preferred from $1.10 per share to $0.79 per share.

F13 · price: As of the date hereof, the 125,086 shares of Series A Preferred are convertible at a conversion price of $0.79 into 15,833,671 shares of Common Stock. The foregoing calculation of the conversion of the Series A Preferred at $0.79 per share reflects deemed beneficial owenrship with respective to dispositive power. However, pursuant to Seciton 4 of the Certificate of Amendment to the Certificate of Incorporation of the Issuer filed January 3, 2003, in determining the number of votes per share of the Series A Preferred, the conversion price shall be the higher of (a) the conversion price then in effect, or (b) $1.78. In accordance therewith, the conversion price is $1.78 solely with respect to the voting power of the Series A Preferred. Therefore, with respect to voting power, as of the date hereof, the 125,086 shares of Series A Preferred are convertible at a conversion price of $1.78 per share into 7,027,303 shares of Common Stock.

F14 · price: Note that shares of Series A Preferred are exercisable immediately upon issuance. Thus, the 125,086 shares of Series A Preferred were exercisable on their respective dates of issuance, as set forth in previous Section 16 filings. There is no expiration date for the conversion of the Series A Preferred; holders of the Series A Preferred are entitled to convert the Series A Preferred into Common Stock at any time. However, on March 31, 2004, the Issuer has the option to redeem all, but not less than all, of the outstanding shares of Series A Preferred at the mandatory redemption price (as defined in the designation fo the Series A Preferred in the Issuer's Certificate of Incorporation) on March 31, 2004.

F12 · derivative.exercise_date: Pursuant to the Agreement, Waiver and Consent dated as of December 19, 2002 between the Issuer and each of the US Fund and the Offshore Fund, each of the US Fund and the Offshore Fund agreed to defer the implementation of the anti-dilution provisions with respect to the conversion price of the Series A Preferred that would otherwise result from the issuance of the 10% Exchange Notes. However, such waiver of the anti-dilution adjustment does not apply in the event of a conversion of such notes in connection with the Issuer's equity offering. Thus, the issuance of shares of common stock on December 19, 2003 in connection with the conversion of the 10% Exchange Notes in connection with the Issuer's equity offering at the conversion rate of $0.79 per share triggered the anti-dilution adjustment provisions of the Series A Preferred, resulting in a reduction of the conversion price of the Series A Preferred from $1.10 per share to $0.79 per share.

F13 · derivative.exercise_date: As of the date hereof, the 125,086 shares of Series A Preferred are convertible at a conversion price of $0.79 into 15,833,671 shares of Common Stock. The foregoing calculation of the conversion of the Series A Preferred at $0.79 per share reflects deemed beneficial owenrship with respective to dispositive power. However, pursuant to Seciton 4 of the Certificate of Amendment to the Certificate of Incorporation of the Issuer filed January 3, 2003, in determining the number of votes per share of the Series A Preferred, the conversion price shall be the higher of (a) the conversion price then in effect, or (b) $1.78. In accordance therewith, the conversion price is $1.78 solely with respect to the voting power of the Series A Preferred. Therefore, with respect to voting power, as of the date hereof, the 125,086 shares of Series A Preferred are convertible at a conversion price of $1.78 per share into 7,027,303 shares of Common Stock.

F14 · derivative.exercise_date: Note that shares of Series A Preferred are exercisable immediately upon issuance. Thus, the 125,086 shares of Series A Preferred were exercisable on their respective dates of issuance, as set forth in previous Section 16 filings. There is no expiration date for the conversion of the Series A Preferred; holders of the Series A Preferred are entitled to convert the Series A Preferred into Common Stock at any time. However, on March 31, 2004, the Issuer has the option to redeem all, but not less than all, of the outstanding shares of Series A Preferred at the mandatory redemption price (as defined in the designation fo the Series A Preferred in the Issuer's Certificate of Incorporation) on March 31, 2004.

F12 · derivative.expiration_date: Pursuant to the Agreement, Waiver and Consent dated as of December 19, 2002 between the Issuer and each of the US Fund and the Offshore Fund, each of the US Fund and the Offshore Fund agreed to defer the implementation of the anti-dilution provisions with respect to the conversion price of the Series A Preferred that would otherwise result from the issuance of the 10% Exchange Notes. However, such waiver of the anti-dilution adjustment does not apply in the event of a conversion of such notes in connection with the Issuer's equity offering. Thus, the issuance of shares of common stock on December 19, 2003 in connection with the conversion of the 10% Exchange Notes in connection with the Issuer's equity offering at the conversion rate of $0.79 per share triggered the anti-dilution adjustment provisions of the Series A Preferred, resulting in a reduction of the conversion price of the Series A Preferred from $1.10 per share to $0.79 per share.

F13 · derivative.expiration_date: As of the date hereof, the 125,086 shares of Series A Preferred are convertible at a conversion price of $0.79 into 15,833,671 shares of Common Stock. The foregoing calculation of the conversion of the Series A Preferred at $0.79 per share reflects deemed beneficial owenrship with respective to dispositive power. However, pursuant to Seciton 4 of the Certificate of Amendment to the Certificate of Incorporation of the Issuer filed January 3, 2003, in determining the number of votes per share of the Series A Preferred, the conversion price shall be the higher of (a) the conversion price then in effect, or (b) $1.78. In accordance therewith, the conversion price is $1.78 solely with respect to the voting power of the Series A Preferred. Therefore, with respect to voting power, as of the date hereof, the 125,086 shares of Series A Preferred are convertible at a conversion price of $1.78 per share into 7,027,303 shares of Common Stock.

F14 · derivative.expiration_date: Note that shares of Series A Preferred are exercisable immediately upon issuance. Thus, the 125,086 shares of Series A Preferred were exercisable on their respective dates of issuance, as set forth in previous Section 16 filings. There is no expiration date for the conversion of the Series A Preferred; holders of the Series A Preferred are entitled to convert the Series A Preferred into Common Stock at any time. However, on March 31, 2004, the Issuer has the option to redeem all, but not less than all, of the outstanding shares of Series A Preferred at the mandatory redemption price (as defined in the designation fo the Series A Preferred in the Issuer's Certificate of Incorporation) on March 31, 2004.

F12 · derivative.underlying_shares: Pursuant to the Agreement, Waiver and Consent dated as of December 19, 2002 between the Issuer and each of the US Fund and the Offshore Fund, each of the US Fund and the Offshore Fund agreed to defer the implementation of the anti-dilution provisions with respect to the conversion price of the Series A Preferred that would otherwise result from the issuance of the 10% Exchange Notes. However, such waiver of the anti-dilution adjustment does not apply in the event of a conversion of such notes in connection with the Issuer's equity offering. Thus, the issuance of shares of common stock on December 19, 2003 in connection with the conversion of the 10% Exchange Notes in connection with the Issuer's equity offering at the conversion rate of $0.79 per share triggered the anti-dilution adjustment provisions of the Series A Preferred, resulting in a reduction of the conversion price of the Series A Preferred from $1.10 per share to $0.79 per share.

F13 · derivative.underlying_shares: As of the date hereof, the 125,086 shares of Series A Preferred are convertible at a conversion price of $0.79 into 15,833,671 shares of Common Stock. The foregoing calculation of the conversion of the Series A Preferred at $0.79 per share reflects deemed beneficial owenrship with respective to dispositive power. However, pursuant to Seciton 4 of the Certificate of Amendment to the Certificate of Incorporation of the Issuer filed January 3, 2003, in determining the number of votes per share of the Series A Preferred, the conversion price shall be the higher of (a) the conversion price then in effect, or (b) $1.78. In accordance therewith, the conversion price is $1.78 solely with respect to the voting power of the Series A Preferred. Therefore, with respect to voting power, as of the date hereof, the 125,086 shares of Series A Preferred are convertible at a conversion price of $1.78 per share into 7,027,303 shares of Common Stock.

F14 · derivative.underlying_shares: Note that shares of Series A Preferred are exercisable immediately upon issuance. Thus, the 125,086 shares of Series A Preferred were exercisable on their respective dates of issuance, as set forth in previous Section 16 filings. There is no expiration date for the conversion of the Series A Preferred; holders of the Series A Preferred are entitled to convert the Series A Preferred into Common Stock at any time. However, on March 31, 2004, the Issuer has the option to redeem all, but not less than all, of the outstanding shares of Series A Preferred at the mandatory redemption price (as defined in the designation fo the Series A Preferred in the Issuer's Certificate of Incorporation) on March 31, 2004.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership fo the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

SEC source: 0001024780-03-000004 · primary_doc.xml · derivative · entry 9

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes 3,4,5 and 6

Disclosed balance after: 35,461

Underlying: Common Stock · 35,461 shares

Expires 2008-12-19

F11 · kind: The Equity Offering triggered the obligation of Issuer to issue common stock purchase warrants (Addt'l Conv. Note Warrants) to holders of 10% Addt'l Conv. Notes, exercisable to purchase shares of the Issuer's Common Stock equal to 10% of the no. of shares of Common Stock into which the 10% Addt'l Conv. Notes were convertible at the time of their issuance, for a period of 5 years from their date of issuance, at an exercise price equal to 110% of the lesser of the conversion rate of the 10% Addt'l Conv. Notes as of the date of their issuance, or the conversion rate of the 10% Addt'l Conv. Notes as of the date of the issuance of the Addt'l Conv. Note Warrants. Thus, the Issuer has issued to the US Fund, Addt'l Conv. Note Warrants to purchase 30,567 shares of the Issuer's Common Stock, at an exercise price equal to $1.21 per share; and to the Offshore Fund, Addt'l Conv. Note Warrants to purchase 4,894 shares of the Issuer's Common Stock, at an exercise price equal to $1.21 per share.

F11 · price: The Equity Offering triggered the obligation of Issuer to issue common stock purchase warrants (Addt'l Conv. Note Warrants) to holders of 10% Addt'l Conv. Notes, exercisable to purchase shares of the Issuer's Common Stock equal to 10% of the no. of shares of Common Stock into which the 10% Addt'l Conv. Notes were convertible at the time of their issuance, for a period of 5 years from their date of issuance, at an exercise price equal to 110% of the lesser of the conversion rate of the 10% Addt'l Conv. Notes as of the date of their issuance, or the conversion rate of the 10% Addt'l Conv. Notes as of the date of the issuance of the Addt'l Conv. Note Warrants. Thus, the Issuer has issued to the US Fund, Addt'l Conv. Note Warrants to purchase 30,567 shares of the Issuer's Common Stock, at an exercise price equal to $1.21 per share; and to the Offshore Fund, Addt'l Conv. Note Warrants to purchase 4,894 shares of the Issuer's Common Stock, at an exercise price equal to $1.21 per share.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership fo the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

SEC source: 0001024780-03-000004 · primary_doc.xml · derivative · entry 8

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes 3,4,5 and 6

Disclosed balance after: 30,974

Underlying: Common Stock · 30,974 shares

Expires 2008-12-19

F10 · kind: The Equity Offering triggered the obligation of the Issuer to issue common stock purchase warrants (Convertible Note Warrants) to holders of the 10% Convertible Notes, exercisable to purchase shares of the Issuer's Common Stock equal to 10% of the number of shares of Common Stock into which the 10% Convertible Notes were convertible at the time of their issuance, for a period of 5 years from their date of issuance, at an exercise price equal to 110% of the lesser of the conversion rate of the 10% Convertible Notes as of the date of their issuance, or the conversion rate of the 10% Convertible Notes as of the date of the issuance of the Convertible Note Warrants. Thus, the Issuer has issued to the US Fund, Convertible Note Warrants to purchase 26,726 shares of the Issuer's Common Stock, at an exercise price equal to $1.21 per share; and to the Offshore Fund, Convertible Note Warrants to purchase 4,248 shares of the Issuer's Common Stock, at an exercise price equal to $1.21 per share.

F10 · price: The Equity Offering triggered the obligation of the Issuer to issue common stock purchase warrants (Convertible Note Warrants) to holders of the 10% Convertible Notes, exercisable to purchase shares of the Issuer's Common Stock equal to 10% of the number of shares of Common Stock into which the 10% Convertible Notes were convertible at the time of their issuance, for a period of 5 years from their date of issuance, at an exercise price equal to 110% of the lesser of the conversion rate of the 10% Convertible Notes as of the date of their issuance, or the conversion rate of the 10% Convertible Notes as of the date of the issuance of the Convertible Note Warrants. Thus, the Issuer has issued to the US Fund, Convertible Note Warrants to purchase 26,726 shares of the Issuer's Common Stock, at an exercise price equal to $1.21 per share; and to the Offshore Fund, Convertible Note Warrants to purchase 4,248 shares of the Issuer's Common Stock, at an exercise price equal to $1.21 per share.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership fo the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

SEC source: 0001024780-03-000004 · primary_doc.xml · derivative · entry 7

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes 3,4,5 and 6

Disclosed balance after: 51,358

Underlying: Common Stock · 51,358 shares

Expires 2008-12-19

F9 · kind: The Equity Offering triggered the obligation of the Issuer to issue common stock purchase warrants (Exchange Note Warrants) to the holders of the 10% Exchange Notes, exercisable to purchase an amount of shares of the Issuer's Common Stock equal to 10% of the number of shares of Common Stock into which the 10% Exchange Notes were convertible at the time of their issuance, for a period of five years from their date of issuance, at an exercise price equal to 110% of the lesser of the conversion rate of the 10% Exchange Notes as of the date of their issuance, or the conversion rate of the 10% Exchange Notes as of the date of the issuance of the Exchange Note Warrants. Thus, the Issuer has issued to the US Fund, Exchange Note Warrants to purchase 44,296 shares of the Issuer's Common Stock, at an exercise price equal to $.87 per share; and to the Offshore Fund, Exchange Note Warrants to purchase 7,062 shares of the Issuer's Common Stock, at an exercise price equal to $.87 per share.

F9 · price: The Equity Offering triggered the obligation of the Issuer to issue common stock purchase warrants (Exchange Note Warrants) to the holders of the 10% Exchange Notes, exercisable to purchase an amount of shares of the Issuer's Common Stock equal to 10% of the number of shares of Common Stock into which the 10% Exchange Notes were convertible at the time of their issuance, for a period of five years from their date of issuance, at an exercise price equal to 110% of the lesser of the conversion rate of the 10% Exchange Notes as of the date of their issuance, or the conversion rate of the 10% Exchange Notes as of the date of the issuance of the Exchange Note Warrants. Thus, the Issuer has issued to the US Fund, Exchange Note Warrants to purchase 44,296 shares of the Issuer's Common Stock, at an exercise price equal to $.87 per share; and to the Offshore Fund, Exchange Note Warrants to purchase 7,062 shares of the Issuer's Common Stock, at an exercise price equal to $.87 per share.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership fo the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

SEC source: 0001024780-03-000004 · primary_doc.xml · derivative · entry 6

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes 3,4,5 and 6

Disclosed balance after: 0

Underlying: Common Stock · 486,233 shares

Expires 2003-12-19

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.exercise_price: In accordance with the terms of the 10% Additional Convertible Notes, the Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Additional Convertible Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $1.10. As of 12/19/2003, the outstanding principal and interest on the 10% Additional Convertible Notes (x) held by the US Fund was $461,046.30, and thus converted into 419,133 shares of restricted Common Stock and (y) held by the Offshore Fund was $73,810.19, and thus converted into 67,100 shares of restricted Common Stock.

F8 · shares: In accordance with the terms of the 10% Additional Convertible Notes, the Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Additional Convertible Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $1.10. As of 12/19/2003, the outstanding principal and interest on the 10% Additional Convertible Notes (x) held by the US Fund was $461,046.30, and thus converted into 419,133 shares of restricted Common Stock and (y) held by the Offshore Fund was $73,810.19, and thus converted into 67,100 shares of restricted Common Stock.

F8 · price: In accordance with the terms of the 10% Additional Convertible Notes, the Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Additional Convertible Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $1.10. As of 12/19/2003, the outstanding principal and interest on the 10% Additional Convertible Notes (x) held by the US Fund was $461,046.30, and thus converted into 419,133 shares of restricted Common Stock and (y) held by the Offshore Fund was $73,810.19, and thus converted into 67,100 shares of restricted Common Stock.

F8 · derivative.exercise_date: In accordance with the terms of the 10% Additional Convertible Notes, the Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Additional Convertible Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $1.10. As of 12/19/2003, the outstanding principal and interest on the 10% Additional Convertible Notes (x) held by the US Fund was $461,046.30, and thus converted into 419,133 shares of restricted Common Stock and (y) held by the Offshore Fund was $73,810.19, and thus converted into 67,100 shares of restricted Common Stock.

F8 · derivative.expiration_date: In accordance with the terms of the 10% Additional Convertible Notes, the Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Additional Convertible Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $1.10. As of 12/19/2003, the outstanding principal and interest on the 10% Additional Convertible Notes (x) held by the US Fund was $461,046.30, and thus converted into 419,133 shares of restricted Common Stock and (y) held by the Offshore Fund was $73,810.19, and thus converted into 67,100 shares of restricted Common Stock.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership fo the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

SEC source: 0001024780-03-000004 · primary_doc.xml · derivative · entry 5

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes 3,4,5 and 6

Disclosed balance after: 0

Underlying: Common Stock · 351,467 shares

Expires 2003-12-19

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · derivative.exercise_price: In accordance with the terms of the 10% Convertible Notes, the Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Convertible Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $1.10. As of 12/19/2003, the outstanding principal and interest on the 10% Convertible Notes (x) held by the US Fund was $333,592.64, and thus converted into 303,266 shares of restricted Common Stock and (y) held by the Offshore Fund was $53,021.34, and thus converted into 48,201 shares of restricted Common Stock.

F7 · shares: In accordance with the terms of the 10% Convertible Notes, the Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Convertible Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $1.10. As of 12/19/2003, the outstanding principal and interest on the 10% Convertible Notes (x) held by the US Fund was $333,592.64, and thus converted into 303,266 shares of restricted Common Stock and (y) held by the Offshore Fund was $53,021.34, and thus converted into 48,201 shares of restricted Common Stock.

F7 · price: In accordance with the terms of the 10% Convertible Notes, the Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Convertible Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $1.10. As of 12/19/2003, the outstanding principal and interest on the 10% Convertible Notes (x) held by the US Fund was $333,592.64, and thus converted into 303,266 shares of restricted Common Stock and (y) held by the Offshore Fund was $53,021.34, and thus converted into 48,201 shares of restricted Common Stock.

F7 · derivative.exercise_date: In accordance with the terms of the 10% Convertible Notes, the Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Convertible Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $1.10. As of 12/19/2003, the outstanding principal and interest on the 10% Convertible Notes (x) held by the US Fund was $333,592.64, and thus converted into 303,266 shares of restricted Common Stock and (y) held by the Offshore Fund was $53,021.34, and thus converted into 48,201 shares of restricted Common Stock.

F7 · derivative.expiration_date: In accordance with the terms of the 10% Convertible Notes, the Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Convertible Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $1.10. As of 12/19/2003, the outstanding principal and interest on the 10% Convertible Notes (x) held by the US Fund was $333,592.64, and thus converted into 303,266 shares of restricted Common Stock and (y) held by the Offshore Fund was $53,021.34, and thus converted into 48,201 shares of restricted Common Stock.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership fo the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

SEC source: 0001024780-03-000004 · primary_doc.xml · derivative · entry 4

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes 3,4,5 and 6

Disclosed balance after: 0

Underlying: Common Stock · 567,301 shares

Expires 2003-12-19

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The Issuer conducted a public offering of equity securities prior to 12/20/2003 for gross proceeds of not less than $2 million (Equity Offering). In accordance with the terms of the 10% Exchange Notes, such Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Exchange Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $.79. As of 12/19/2003, the outstanding principal and interest on the 10% Exchange Notes (x) held by Fleming US Discovery Fund III, L.P. (US Fund) was $386,544.69, and thus converted into 489,297 shares of restricted Common Stock and (y) held by Fleming US Discovery Offshore Fund III, L.P. (Offshore Fund) was $61,623.42, and thus converted into 78,004 shares of restricted Common Stock.

F1 · shares: The Issuer conducted a public offering of equity securities prior to 12/20/2003 for gross proceeds of not less than $2 million (Equity Offering). In accordance with the terms of the 10% Exchange Notes, such Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Exchange Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $.79. As of 12/19/2003, the outstanding principal and interest on the 10% Exchange Notes (x) held by Fleming US Discovery Fund III, L.P. (US Fund) was $386,544.69, and thus converted into 489,297 shares of restricted Common Stock and (y) held by Fleming US Discovery Offshore Fund III, L.P. (Offshore Fund) was $61,623.42, and thus converted into 78,004 shares of restricted Common Stock.

F1 · price: The Issuer conducted a public offering of equity securities prior to 12/20/2003 for gross proceeds of not less than $2 million (Equity Offering). In accordance with the terms of the 10% Exchange Notes, such Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Exchange Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $.79. As of 12/19/2003, the outstanding principal and interest on the 10% Exchange Notes (x) held by Fleming US Discovery Fund III, L.P. (US Fund) was $386,544.69, and thus converted into 489,297 shares of restricted Common Stock and (y) held by Fleming US Discovery Offshore Fund III, L.P. (Offshore Fund) was $61,623.42, and thus converted into 78,004 shares of restricted Common Stock.

F1 · derivative.exercise_date: The Issuer conducted a public offering of equity securities prior to 12/20/2003 for gross proceeds of not less than $2 million (Equity Offering). In accordance with the terms of the 10% Exchange Notes, such Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Exchange Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $.79. As of 12/19/2003, the outstanding principal and interest on the 10% Exchange Notes (x) held by Fleming US Discovery Fund III, L.P. (US Fund) was $386,544.69, and thus converted into 489,297 shares of restricted Common Stock and (y) held by Fleming US Discovery Offshore Fund III, L.P. (Offshore Fund) was $61,623.42, and thus converted into 78,004 shares of restricted Common Stock.

F1 · derivative.expiration_date: The Issuer conducted a public offering of equity securities prior to 12/20/2003 for gross proceeds of not less than $2 million (Equity Offering). In accordance with the terms of the 10% Exchange Notes, such Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Exchange Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $.79. As of 12/19/2003, the outstanding principal and interest on the 10% Exchange Notes (x) held by Fleming US Discovery Fund III, L.P. (US Fund) was $386,544.69, and thus converted into 489,297 shares of restricted Common Stock and (y) held by Fleming US Discovery Offshore Fund III, L.P. (Offshore Fund) was $61,623.42, and thus converted into 78,004 shares of restricted Common Stock.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership fo the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

SEC source: 0001024780-03-000004 · primary_doc.xml · nonDerivative · entry 3

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes 3,4,5 and 6

Disclosed balance after: 2,739,981

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · price: In accordance with the terms of the 10% Additional Convertible Notes, the Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Additional Convertible Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $1.10. As of 12/19/2003, the outstanding principal and interest on the 10% Additional Convertible Notes (x) held by the US Fund was $461,046.30, and thus converted into 419,133 shares of restricted Common Stock and (y) held by the Offshore Fund was $73,810.19, and thus converted into 67,100 shares of restricted Common Stock.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership fo the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

SEC source: 0001024780-03-000004 · primary_doc.xml · nonDerivative · entry 2

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes 3,4,5 and 6

Disclosed balance after: 2,253,748

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · price: In accordance with the terms of the 10% Convertible Notes, the Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Convertible Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $1.10. As of 12/19/2003, the outstanding principal and interest on the 10% Convertible Notes (x) held by the US Fund was $333,592.64, and thus converted into 303,266 shares of restricted Common Stock and (y) held by the Offshore Fund was $53,021.34, and thus converted into 48,201 shares of restricted Common Stock.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership fo the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

SEC source: 0001024780-03-000004 · primary_doc.xml · nonDerivative · entry 1

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,902,281

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The Issuer conducted a public offering of equity securities prior to 12/20/2003 for gross proceeds of not less than $2 million (Equity Offering). In accordance with the terms of the 10% Exchange Notes, such Equity Offering triggered the conversion of the outstanding principal and interest on the 10% Exchange Notes into restricted shares of the Issuer's Common Stock at the then-current note conversion rate of $.79. As of 12/19/2003, the outstanding principal and interest on the 10% Exchange Notes (x) held by Fleming US Discovery Fund III, L.P. (US Fund) was $386,544.69, and thus converted into 489,297 shares of restricted Common Stock and (y) held by Fleming US Discovery Offshore Fund III, L.P. (Offshore Fund) was $61,623.42, and thus converted into 78,004 shares of restricted Common Stock.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership fo the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

F3 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery Partners, L.P. (Discovery Partners) because Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be attributable to Discovery Partners is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within the US Fund and the Offshore Fund.

F4 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery, LLC (Discovery, LLC) because Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be attributable to Discovery, LLC is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery Partners, the US Fund and the Offshore Fund.

F5 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to JPMP Capital Corp. because JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be attributable to JPMP Capital Corp. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Designees of JPMP Capital Corp. on the Board of Managers of Discovery, LLC have voting and dispositive power over the securities shown in Table I and Table II, but not pecuniary interest.

F6 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to J.P. Morgan Chase & Co. because J.P. Morgan Chase & Co. is the sole stockholder of JPMP Capital Corp. JPMP Capital Corp is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshroe Fund. The actual pro rata portion of such beneficial ownership that may be attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund.

SEC source: 0001024780-03-000003 · primary_doc.xml · nonDerivative · entry 1

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,334,980

F1 · price: On December 8, 2003, in connection with the Issuer's public rights offering, (a) Fleming US Discovery Fund III, L.P. (US Fund) purchased 684,909 shares of Common Stock at the USD1.10 per share price, for an aggregate purchase price of USD753,400, and (b) Fleming US Discovery Offshore Fund III, L.P. (Offshore Fund) purchased 110,545 shares of Common Stock at the USD1.10 per share price, for an aggregate purchase price of USD121,600.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have indirect beneficial ownership interests, (which are described in footnotes 3, 4, 5 and 6 below). The US Fund, as the Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

F3 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery Partners, L.P. (Discovery Partners) because Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be attributable to Discovery Partners is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within the US Fund and the Offshore Fund.

F4 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery, LLC (Discovery, LLC) because Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be attributable to Discovery, LLC is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery Partners, the US Fund and the Offshore Fund.

F5 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to JPMP Capital Corp. because JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be attributable to JPMP Capital Corp. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Designees of JPMP Capital Corp. on the Board of Managers of Discovery, LLC have voting and dispositive power over the securities shown in Tables I and II, but no pecuniary interest.

F6 · ownership.nature: The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to J.P. Morgan Chase & Co. because J.P. Morgan Chase & Co. is the sole stockholder of JPMP Capital Corp. JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund.

SEC source: 0001024780-03-000002 · primary_doc.xml · nonDerivative · entry 1

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 539,526

F1 · price: On 11/24/2003, (a) Fleming US Discovery Fund III, L.P. (US Fund) purchased 464,978 shares of Common Stock in the Issuer's public rights offering at the $1.10 per share price, utilizing the remaining outstanding balance and all accrued interest in the amount of $511,475.42 on unsecured promissory notes held by the US Fund, following an offer by the Issuer to do so, and (b) Fleming US Discovery Offshore Fund III, L.P. (Offshore Fund) purchased 74,548 shares of Common Stock in the Issuer's public rights offering at the $1.10 per share price, utilizing the remaining outstanding balance and all accrued interest in the amount of $82,003.26 on unsecured promissory notes held by the Offshore Fund, following an offer by the Issuer to do so.

F2 · ownership.direct: The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have indirect beneficial ownership interests (as described in footnotes 3, 4, 5 and 6 below). The US Fund, as the designated reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein.

F3 · ownership.nature: The amount shown in Table I represents the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery Partners, L.P. (Discovery Partners) because Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within the US Fund and the Offshore Fund.

F4 · ownership.nature: The amount shown in Table I represents the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery, LLC (Discovery, LLC) because Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to Discovery, LLC is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery Partners, the US Fund and the Offshore Fund.

F5 · ownership.nature: The amount shown in Table I represents the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to JPMP Capital Corp. because JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Designees of JPMP Capital Corp. on the Board of Managers of Discovery, LLC have voting and dispositive power over the securities shown in Table I, but no pecuniary interest.

F6 · ownership.nature: The amount shown in Table I represents the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to J.P. Morgan Chase & Co. because J.P. Morgan Chase & Co. is the sole stockholder of JPMP Capital Corp. JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund.

SEC source: 0001024780-03-000003 · primary_doc.xml · derivative · entry 3

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes 3, 4, 5 and 6.

Disclosed balance after: 125,086

Underlying: Common Stock · 11,371,455 shares

Expires 2004-03-31

F10 · kind: Pursuant to the Agreement, Waiver and Consent dated as of December 19, 2002 between the Issuer and each of the US Fund and the Offshore Fund, each of the US Fund and the Offshore Fund agreed to defer the implementation of the anti-dilution provisions with respect to the conversion price of the Series A Preferred that would otherwise result from the issuance of the 10% Exchange Notes. However, such waiver of the anti-dilution adjustment does not apply in the event of a conversion of such notes in connection with the Issuer's equity offering or any other event that would result in the adjustment of the conversion price of the Series A Preferred as set forth in the designation of the Series A Preferred in the Issuer's Certificate of Incorporation.

F11 · kind: One such event would be the issuance or sale of additional shares of stock in exchange for consideration in an amount per additional share of stock less than the conversion price of the Series A Preferred in effect immediately prior to such issuance or sale of additional shares of stock. Thus, the issuance of shares of Common Stock on November 10, 2003, in connection with the Issuer's rights offering, at a price of USD1.10 per share triggered the anti-dilution adjustment provisions of the Series A Preferred, resulting in a reduction of the conversion price of the Series A Preferred from USD2.375 per share to USD1.10 per share. As of the date hereof, the 125,086 shares of Series A Preferred are currently convertible at a conversion price of USD1.10 per share into 11,371,455 shares of Common Stock.

F12 · kind: The foregoing calculation of the conversion of the Series A Preferred at USD1.10 per share reflects deemed beneficial ownership with respect to dispositive power. However, pursuant to Section 4 of the Certificate of Amendment to the Certificate of Incorporation of the Issuer filed January 3, 2003, in determining the number of votes per share of the Series A Preferred, the conversion price shall be the higher of (a) the conversion price then in effect, or (b) USD1.78. In accordance therewith, the conversion price is USD1.78 solely with respect to voting power of the Series A Preferred. Therefore, with respect to voting power, as of the date hereof, the 125,086 shares of Series A Preferred are convertible at a conversion price of USD1.78 per share into 7,027,303 shares of Common Stock.

F16 · price: See Footnotes 10, 11 and 12.

F13 · derivative.exercise_date: Shares of Series A Preferred are exercisable immediately upon issuance. Thus, the 125,086 shares of Series A Preferred were exercisable on their respective dates of issuance, as set forth in previous Section 16 filings.

F14 · derivative.expiration_date: See Footnote 7.

F15 · derivative.underlying_shares: See Footnotes 10, 11 and 12.

F17 · ownership.direct: See Footnote 2.

SEC source: 0001024780-03-000003 · primary_doc.xml · derivative · entry 2

FLEMING US DISCOVERY FUND III LP · CIK 0001024780 · 10% owner

FLEMING US DISCOVERY OFFSHORE FUND III L P · CIK 0001236298 · 10% owner

FLEMING US DISCOVERY PARTNERS LP · CIK 0001271982 · 10% owner

FLEMING US DISCOVERY LLC · CIK 0001271725 · 10% owner

JPMP CAPITAL CORP · CIK 0001243236 · 10% owner

J P MORGAN CHASE & CO · CIK 0000019617 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes 3, 4, 5 and 6.

Disclosed balance after: 125,086

Underlying: Common Stock · 181,221 shares

Expires 2004-03-31

F8 · price: On September 30, 2003, the Issuer paid in kind the following dividends in the form of an aggregate of 4,304 shares of Series A Preferred, in accordance with the terms of the Series A Preferred (x) to the US Fund, 3,708 shares of Series A Preferred and (y) to the Offshore Fund, 596 shares of Series A Preferred.

F7 · derivative.expiration_date: There is no expiration date for the conversion of the Series A Convertible Preferred Stock (Series A Preferred); holders of the Series A Preferred are entitled to convert the Series A Preferred into Common Stock at any time. However, on March 31, 2004, the Issuer has the option to redeem all, but not less than all, of the outstanding shares of Series A Preferred at the mandatory redemption price (as defined in the designation of the Series A Preferred in the Issuer's Certificate of Incorporation) on March 31, 2004.

F9 · ownership.direct: See Footnote 2.