OFFER TO PURCHASE FOR CASH
Up to 1,500,000 SHARES OF COMMON STOCK
$1.65 NET PER SHARE
Red Oak Fund, L.P.
THE OFFER IS SUBJECT TO THE CONDITIONS DESCRIBED IN SECTION 12,
“CONDITIONS TO THE OFFER” OF THIS OFFER TO PURCHASE. THE OFFER IS NOT
CONDITIONED ON THE AVAILABILITY OF FINANCING OR ON A MINIMUM NUMBER OF
SHARES BEING TENDERED.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of this transaction or passed upon the merits or fairness of such transaction
or passed upon the adequacy or accuracy of the information contained in this document. Any
representation to the contrary is a criminal offense.
Any stockholder desiring to tender all or any portion of that stockholder’s Shares should either
(1) complete and sign the Letter of Transmittal, or a facsimile thereof, in accordance with the instructions to the
Letter of Transmittal, have that stockholder’s signature thereon guaranteed if instruction 1 to the Letter of
Transmittal so requires, mail or deliver the Letter of Transmittal, or facsimile, or, in the case of a book-entry
transfer effected by the procedures set forth in Section 3 of this Offer to Purchase, “Procedures for Tendering
Shares,” an agent’s message (as defined therein), and any other required documents to the depositary and either
deliver the certificates for those Shares to the depositary along with the Letter of Transmittal, or facsimile, or
deliver those Shares in accordance with the procedures for book-entry transfer set forth in Section 3 of this Offer
to Purchase, “Procedures for Tendering Shares,” or (2) request that stockholder’s bank, broker, dealer, trust
company or other nominee effect the transaction for that stockholder. A stockholder having Shares registered in
the name of a bank, broker, dealer, trust company or other nominee must contact that person if that stockholder
desires to tender those Shares.