2,000,000 shares pursuant to an effective registration statement on Form S-1 on file with the Securities and Exchange Commission.

1,000,000 shares. The selling stockholder has also granted the underwriters a 30-day option to purchase up to an additional 450,000 shares of common stock to cover any over-allotments.

$7.20 per share, with an estimated underwriting discount of $0.432 per share.

Use of Proceeds

Consolidated Balance Sheet Data

The following table sets forth our:

•      actual balance sheet data at October 1, 2005;

•      pro forma balance sheet data at October 1, 2005, reflecting (i) the exercise of options to acquire 122,500 shares of our common stock at an average exercise price of $1.75 per share during the period from October 2, 2005 through February 24, 2006; (ii) the sale of 3,000 shares of Series A Convertible Preferred Stock and warrants to purchase 142,857 shares of our common stock for an aggregate purchase price of $3.0 million, less the direct costs of the sale, subsequent to October 1, 2005; and (iii) the subsequent conversion of the Series A Convertible Preferred Stock into 571,428 shares of our common stock in January 2006; and

•      pro forma as adjusted balance sheet at October 1, 2005, reflecting the sale of 2,000,000 shares of our common stock to be sold by us in this offering and the receipt and application of the net proceeds from the sale thereof, based on the public offering price of $7.20 per share and after deducting the underwriting discount and estimated offering expenses, which together aggregate $1.3 million.

         The table does not include the fair market value of warrants to be issued to Wedbush Morgan Securities Inc. upon the completion of this offering, which we estimate to be $377,000.

Capitalization

Our pro forma as adjusted total capitalization was $42.7 million and our additional paid-in capital was $30.0 million, in each case as of October 1, 2005, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and based on the number of shares of our common stock outstanding as of October 1, 2005 and after reflecting the adjustments with respect to the pro forma capitalization, excluding the following securities:

•      up to 142,857 shares of common stock issuable upon exercise of outstanding warrants, of which 71,429 are exercisable at a price of $8.00 per share and 71,428 are exercisable at an exercise price of $11.00 per share;

•      up to 431,000 shares of common stock issuable upon exercise of options granted under our Amended and Restated 1998 Equity Incentive Plan and our Directors’ Stock Plan (collectively, the “Stock Plans”) with a weighted average exercise price of $3.53 per share; and

•      up to 539,229 shares of common stock reserved for issuance for future option grants under our Stock Plans.

In addition, these numbers do not include up to 150,000 shares of common stock issuable upon exercise of warrants with an exercise price of $8.64 to be issued to Wedbush Morgan Securities Inc. upon completion of this offering.

Wedbush Morgan Securities Inc. and Roth Capital Partners, LLC are acting as the managing underwriters for the offering. Each underwriter has agreed to purchase from us and the selling stockholder the respective number of shares of common stock shown opposite its name below.

Wedbush Morgan Securities Inc.                     2,400,000

Roth Capital Partners, LLC                                 600,000

Shares sold by the managing underwriters to securities dealers, including any other participating underwriters, may be sold at a discount not in excess of $0.26 per share from the public offering price. The underwriters may allow, and these dealers may re-allow other dealers, a discount not in excess of $0.10 per share.