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Bret R. Maxwell has been a Director since September 1997. He has been the managing general partner of MK Capital LP, a venture capital firm specializing in investments in technology and outsourcing companies, since its formation in 2001. From 1982 to 2002, Mr. Maxwell was employed by First Analysis Corporation, where he founded a venture capital practice in 1985 and served as co-chief executive officer from 1998 until his departure. Mr. Maxwell has been designated a Director by, collectively, five investment funds managed by First Analysis Corporation that hold a portion of the Company’s preferred stock, pursuant to our Certificate of Incorporation and to the Stockholders’ Agreement described in our Annual Report on Form 10-K for 2004, which accompanies this Proxy Statement. He is the managing general partner of each of the five funds. Mr. Maxwell chairs the Board’s Compensation Committee. | 