November 10, 2001

Underwriting in the Current Market Environment

Bill Rodoni,Vice PresidentCredit Suisse First Boston

Summary Overview

1. Choosing an Investment Bank

– Key Criteria

– The Market Leader

2. Current Market Environment

– Market Indices

– Market Appetite

– IPO Pipeline / IPO Criteria

3. The IPO Process

– Prepping for a Successful IPO

– A Typical Offering

– A Look at Valuation

4. Wrap-Up

1

1. Choosing an Investment Bank

Key Criteria for Selecting Your Underwriter

1. Size Matters! Choosing a relationship with a large, established bank is the beginning of a long-

term relationship Larger balance sheet ensures continuity and diversity of product offerings

2. Equity Research Serves as the primary link between buyside investors and the Company Third party validation is key

3. Variety of Products Breadth and depth of products ensures the most complete corporate finance

advice

4. Retail Distribution Improves transaction success rate Better diversifies shareholder base

5. Strong Track Record Previous success a leading indicator for future success

2

The Global Powerhouses

Source: Annual Reports, 10-K, 10-Q and company websites

83,000+ Employees

937 Offices in 30+ Countries

$871 Billion in Assets Under

Management or Supervision

$25.2 Billion in Equity Capital $671.0 Billion

in Assets

$24.5 Billion in Revenues (LTM)

23,050+ Employees

42 Offices in20+ Countries

$581 Billion in Assets Under

Management or Supervision

$12.7 Billion in Equity Capital

$275.0 Billion in Assets

$32.2 Billion in Revenues (LTM)

62,679+ Employees

603 Offices in 27 Countries

$548 Billion inAssets UnderManagement

or Supervision

$18.7 Billion in Equity Capital$404.1 Billion

in Assets

$42.3 Billion in Revenues (LTM)

3

CSFB: A Leader in All Major Investment Banking Products

Total Equity(1)

IPOs(1)

Convertibles

High Yield Debt

Investment Grade Debt(3)

Source: Securities Data Corporation for the period of 1/1/00 through 9/30/01.

(1) All North American issues.(2) Based on number of Institutional Investor ranked analysts as of 12/31/00.

(3) All U.S. debt (includes all public and Rule 144A debt securities).

(Ranked by Number of Transactions / Dollar Volume)

Research(2)

Announced M&A

#1 / #4

#3 / #3

#1 / #3

#1 / #1

#2 / #3

#1

#1 / #3

#3 / #1

#5 / #2

#2 / #2

#4 / #4

#7 / #7

#5

#3 / #1

#5/ #3

#4 / #5

#3 / #1

#3 / #3

#4 / #6

#3

#5 / #2

4

CSFB: Unparalleled Institutional Sales Capabilities

Institutional Salespeople(1)

2000 Reuters Survey

2000 Institutional Investor

2000 II Technology Sales

2000 - 2001 Equity Offerings*

2000 - 2001 Technology Offerings**

197

560

# 2

# 6

80

17

# 4

Global Tech Salespeople

CSFB has the largest and most effective institutional salesforce on the Street, delivering the most in-depth and intensive coverage to the leading investors…

Largest

Highest Ranked

Most Experienced

Technology Focused

* Domestic equity new issues for the period of 1/1/00 through 9/30/01 (includes IPOs and Follow-On offerings).** Global equity new issues for the period of 01/01/00 through 9/30/01 (includes IPOs and Follow-On offerings).

(1) Includes international high net worth brokers employed by the Credit Suisse Group.

675

# 1

238

# 1

111

26

# 1

154

400

# 3

# 3

81

13

# 2

5

CSFB: The Most Comprehensive Retail Distribution Network

Number of Brokers

Retail Channel

Online Channel

Number of Brokers

Number of Brokers

Broker Ranking *

* Barrons, March 2001(1) Includes high net brokers employed by the Credit Suisse Group.

… and the breadth of CSFB’s retail coverage is unmatched.

U.S. High Net Worth

Intl. High Net Worth(1)

Traditional Retail

Online Distribution

500

GS Online

100

NA

Goldman Sachs

600

500

Pershing

CSFBdirect

750+

17,000

# 1

250

MS Online

11,000

100

Dean Witter

#7

6

Trading Support

NYSE U.S. Listed Stocks

OTC U.S. Stocks*

# of OTC Stock Traded

# of Market Makers

5.5%

450

11.0%

745

5.4%

550

Source: AutEX / Block DATA* Includes OTC stocks traded by CSFB and DLJ.

For CY2000.

Avg # of Stocks/ Market Maker

5.2%8.6% 6.4%

1835 21

2521 26

Rank

%

Rank

%

# 1 # 5 # 4

# 1 # 3 # 5

7

Reputation for High Quality Transactions

Quality of new equity issues

Due diligence on new issues

Pricing of new equity issues

Equitable allocation of new issue product

Quality of research product and service in the aftermarket

Aftermarket performance of equity issues

* In a survey dated July 19, 2000, Reuters surveyed 75 of the largest institutional managers of active US equity funds. They estimate that their sample represents 88% of the active institutional funds invested in mid- and small-cap equities. Responses have been weighted by fund size.

Category 1st Place

Overall Rankings 19992000

23% 11%

Goldman Sachs 17 14

Morgan Stanley Dean Witter 16 14

Merrill Lynch 9 12

Salomon Smith Barney 6 12

Reuters Survey of Fund Managers*

8

2000 - 2001 Total TechnologyFinancing and M&A (Number of Deals)

389

233 232

188

157143

99 98

0

50

100

150

200

250

300

350

400

CSFB GS MS JPM CIT/SSB ML DBAB LEH

2000 - 2001 Total Technology Financing and M&A (Dollars in Billions)

The Clear Leader in Technology Investment Banking

Notes:Transactions announced 1/1/00 through 9/30/01.Includes private placement deals.

$380.9

$350.5

$237.9

$189.7$181.3

$133.1$103.4

$81.0

$0.00

$50.00

$100.00

$150.00

$200.00

$250.00

$300.00

$350.00

$400.00

CSFB MS GS CIT/SSB JPM ML LEH BofA

9

Bankers Who Led Industry-Defining, “First-of-a-Kind” IPOs

1990 1993 1994 1995 1997 1999 2000

1998 2001+

10

2. Current Market Environment

Market Conditions ------- THEN

Market Conditions ------- NOW

40%

50%

60%

70%

80%

90%

100%

110%

120%

130%

12/29 1/29 2/28 3/29 4/29 5/29 6/29 7/29 8/29 9/29 10/29

Dow -13.6%

S&P 500 -17.7%

Nasdaq -29.3%

CSFB Tech

-37.4%

Fed cuts rates: Jan 3: 50bpsJan 31: 50bpsMar 20: 50bpsApril 18: 50bpsMay 15: 50bpsJune 27: 25bpsAug 21: 25bpsSept 17: 50bpsOct 2: 50bps

Weak Equity Markets Further Challenged by the Impact of the Tragic Events

Equity Market Performance

Sept 11 - Terrorist Attacks

The terrorist attacks of September 11th added a new dynamic to markets which were already off significantly YTD

One month later, markets have returned to pre-September 11 levels

Market continues to be characterized by: Increased volatility: extreme intra-day

shifts as market is trading on news and rumors

Recent volumes on both Nasdaq and NYSE greater than year-to-date averages

Expectations of negative pre-announcements

Large redemptions remain a key concern Outflows of $29.5bn for month of

September; consequently, cash reserves at mutual funds are high

YTD

Impact on Volatility and Liquidity

Performance from: Nasdaq Dow S&P 5001/1/01 - 7/31/01 -17.9% -2.4% -8.3%8/1/01 - 9/10/01 -16.4% -8.7% -9.8%9/11/01 - Current 3.0% -2.9% -0.5%YTD -29.3% -13.6% -17.7%

% of Days with Greater Than 3% Movements

1999 2000 2001 YTD Since 9/17NASDAQ 7.8% 29.7% 25.4% 28.6%DJIA 0.0% 2.7% 4.1% 8.6%S&P 0.4% 4.3% 3.6% 5.7%

Average Daily Volume

1999 2000 2001 YTD Since 9/17NASDAQ 1,049 1,667 1,791 1,904NYSE 809 1,042 1,232 1,712

12

98.6

98.8

99.0

99.2

99.4

99.6

99.8

100.0

100.2

100.4

1 2 3 4 5 6 7 8

Q1'01 - Q3'01Q1'90 - Q4'91

6.6% 6.1%

1.6%

-8.5%

-36.6%-39.8%

-47.4%

-60.0%

-50.0%

-40.0%

-30.0%

-20.0%

-10.0%

0.0%

10.0%

Q1 2000 Q2 2000 Q3 2000 Q4 2000 Q1 2001 Q2 2001 Q3 2001

Weakened Earnings Outlook Clouded by Potential Recession

Real GDP (Indexed to Q1 1990)

Periods represent quarters

Concerns over a weakened U.S. and global economy, falling corporate profits and an unstable political environment have intensified

2001 estimates lowered again as likely IT and capital spending freeze expected to remain through remainder of year. 2002 estimates revised to create more realistic expectations for investors

Expected pullback in spending as consumer and business confidence severely shaken – GDP growth estimates lowered for Q3 and Q4 2001

On November 7th, the Fed cut interest rates by half a point to their lowest level since 1961 and, citing a deteriorating economy, suggested more cuts could be in store

Tax cuts will help add liquidity, but will consumers spend or save?

% Change of FY1 EPS Estimates of Tech Companies in S&P 500

Mean First Call EPS Estimates

% of Companies with Lowered Estimates

21% 28% 30% 60% 79% 83% 85%

13

-40%

-30%

-20%

-10%

0%

10%

20%

30%

40%

1/1/90 4/1/90 7/1/90 10/1/90 1/1/91 4/1/91 7/1/91 10/1/91

Aug 2, 1990: Iraq invades Kuwait

Jan 16 - Feb 28, 1991: Persian Gulf War

1990 - 1991 Equity Market Performance

Nasdaq: 28.9%S&P 500: 18.0%Dow: 15.1%

(1) First terrorist attack on US soil

NASDAQ’s Average Reaction to Major Surprise Attacks

History Indicates Markets Are Likely To Pick Up Over the Long-Term

CSFB’s equity strategist, Tom Galvin, believes the terrorists attacks may accelerate and pull forward a recession, ultimately resulting in a stronger V-shaped recovery as infrastructure is rebuilt – similar pattern seen during the ‘90 - ‘91 recession, Iraqi invasion and Gulf War

History indicates that stock prices have usually risen on average by 25% one year and over 34% two years following a surprise attack

Markets will rebound from current lows: Cash reserves at mutual funds high;

buyside looking for good investment ideas

US economy expected to recover by Q2 2002 as household/consumer confidence restored, lower interest rates expected and expansionary fiscal policy underway

Date Event

8/2/1990 Iraq invades Kuwait - Operation Desert Storm

2/26/1993 World Trade Center bombed (1)

4/19/1995 Oklahoma City Federal Building bombed

9/11/2001 Terrorist Attacks on America

1 Day 1 Week 2 Weeks 1 Year 2 Years 3 Years Later Later Later Later Later Later

8/2/1990 (2.7%) (3.7%) (6.2%) 17.9% 35.4% 64.3%

2/26/1993 (0.2%) 1.6% 3.3% 16.8% 17.9% 65.9%

4/19/1995 0.3% 2.5% 4.1% 39.2% 49.7% 128.6%

9/11/2001 (6.8%) (16.1%) (11.6%) ---- ---- ----

Average (2.3%) (3.9%) (2.6%) 24.6% 34.4% 86.3%

14

$972$1,645

$1,129$1,672

$2,649 $2,884

$3,193

$2,626

$686

$2,119

$1,823

$246

$2,000

$1,754

$15

$40

$114$60

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

$8,000

9/11 9/17 9/24 10/1 10/8 10/15 10/22 10/29

IPOCVTCOM

New Issue Market is Returning to Life

Weekly New Issue Volumes New issue activity has rebounded since

September 11 Convertibles:

• 25 deals for $9.8bn• Given low Treasury yields and high

equity volatility, the convertible market has been extremely active

Follow-Ons:• 51 deals for $10.9bn• Average discount to last trade is -2.6%• Average % change from offer to current

is 7.0% IPOs:

• 8 deals for $4.0bn• Average 1st day appreciation is 14.2%

Technology new issuance has been limited to converts and follow-ons thus far

Convertibles: EDS ($780mm), FNSR ($100mm), SYMC ($525mm), ASML ($500mm), TER ($350mm), LSI ($450mm), MOT ($1,050mm), AV ($400mm), FCS ($200MM)

Follow-Ons: ISIL ($441mm), INKT ($53mm), ACS ($648mm), MXO ($103mm)

Backlog is Building Across All Sectors (1)

% of Total16%40%43%

(1) Deals on file for less than 180 days

Amt # of Iss Amt # of Iss Amt # of IssHealthcare $2,786 18 $957 8 $3,743 26Telecommunications $0 0 $1,177 2 $1,177 2Insurance $1,850 1 $25 1 $1,875 2Technology $702 10 $1,094 6 $1,796 16Financial Institutions $244 7 $858 9 $1,102 16Real Estate $564 2 $228 5 $792 7Professional Services $740 5 $0 0 $740 5Energy $671 7 $0 0 $671 7Retail $590 3 $0 0 $590 3Consumer Products $0 0 $0 0 $0 0

Total (Top 10) $8,147 53 $4,339 31 $12,486 84Total $8,349 55 $5,091 40 $15,301 100

IPO Follow-ons Total

15

Institutional Investors Are Receptive to New Issues

Portfolio Managers will buy stories with all pieces in place

Large and growing market opportunity Differentiated technology and/or definable business model Diverse, high quality customer base Management team with impeccable execution track record and vision No “hair”

Companies that are “real” will have a broad institutional audience

Significant revenue base (i.e. ~ $10 mm) during quarter going public High revenue visibility - strong, diverse backlog needed Profitability reached shortly after offering (i.e. 2-3 quarters)

Valuation and structure will be important selling points

Shift from revenue to earnings multiples - ‘02 P/E is very positive Price on cover reflects expected pricing Attractive valuation versus comparable group Other investor issues include: early lockup releases, option dilution and

funding to breakeven

16

IPO Criteria: Then vs. Now

Then

4 to 5 quarters to profitability Growth through R&D spending

was rewarded in exchange for near-term profitability

Profitability 1 to 2 quarters to profitability Strong quarter-over-quarter

growth and strong revenue diversification are required

Revenue multiple

$4-6 million

1-2 customers; possibly equity investors

Buzz surrounding hot sectors provided instant investor attention

Revenue and P/E multiple

$10-15 million

Quality, diversified customer base Well-financed customers

Unique market opportunity necessary

Infrastructure in place to grow to profitability

Solid management team

Valuation

Revenue in Q prior to IPO

Customer Base

Type of Entrant

Q4 2000

Now

August 2001

Vague visibility towards steady state model

Investors comfortable with soft targets and vague references to long-term financial performance goals

Near-term visibility towards steady state model

Investors expect specifics regarding achievement of steady state

Long-term Financial

Model

17

Tech IPO Snapshot

LOOKING BACK:

Of the IPOs Completed from May 15, 2000 (i.e. the beginning of the recent correction):

Average IPO performance: (54.6%)

IPOs trading below issue price: 83.1%

Average loss of IPOs below issue: (73.6%)

IPOs below 1st day close: 90.0%

TODAY:

In 2001, only 15 tech IPOs have been completed

Aftermarket trading performance of these stocks has exceeded the tech IPO classes of 1999 and 2000 --- 2001 IPOs are down 5.1% from offer to current

Technology Research UniversePerformance by Sector

Amount # of IPO Midpoint Offer to

Tech IPOs ($MM) Offerings Market Value to Offer Day 1 Current

2001 $8,736 15 $44,325 -7.9% 20.5% -5.1%2000 $29,589 223 $227,328 20.1% 77.3% -61.6%

1999 $32,051 327 $203,761 25.5% 92.8% -32.8%

% Change in Price Amount Offer from 1st Day

Date Issuer ($MM) Orig. Mdpt Day 1 Current to Current

8/9/2001 Mykrolis Corp 105.0$ (6.3%) 8.3% (32.3%) (37.5%)7/30/2001 HPL Technologies 66.0$ 0.0% 21.4% 13.7% (6.3%)7/26/2001 PDF Solutions, Inc. 54.0$ 0.0% 26.3% 36.8% 8.3%7/18/2001 Accenture Ltd. 1,667.5$ 3.6% 4.6% 21.5% 16.2%6/27/2001 Monolithic System Technology 50.0$ 0.0% 12.2% 19.7% 6.7%6/20/2001 Multilink Technology Corp. 72.0$ 0.0% 24.3% (53.7%) (62.7%)6/7/2001 Alliance Data Systems Corp 156.0$ (7.7%) 16.7% 32.7% 13.7%5/17/2001 Instinet Group LLC 464.0$ 16.0% 21.7% (32.9%) (44.9%)5/16/2001 Tellium Inc. 135.0$ 7.1% 39.5% (47.7%) (62.5%)5/1/2001 Simplex Solutions Inc. 48.0$ 9.1% 76.7% 16.8% (33.9%)3/27/2001 Agere Systems Inc. 3,600.0$ (53.8%) 0.3% (15.0%) (15.3%)3/20/2001 Verisity Ltd. 23.3$ (22.2%) 14.3% 42.9% 25.0%3/8/2001 Loudcloud, Inc. 150.0$ (45.5%) 2.6% (59.2%) (60.2%)2/15/2001 Riverstone Networks Inc. 120.0$ 0.0% 8.9% 13.8% 4.5%2/7/2001 KPMG Consulting, Inc 2,024.7$ (19.4%) 30.5% (33.6%) (49.1%)

Average (7.9%) 20.5% (5.1%) (19.9%)

Offer to

% Change in Price

CSFB Technology Research Sectors# of Co's

YTD 2001 2000

Since 9/11

52-Week High

Since 9/11 Mkt. Adj.

Storage and Data Networking 14 -48.5% -22.5% 29.7% -76.1% 25.4%

Telecom Equipment - Wireline 32 -68.7% 13.0% 21.2% -84.2% 16.9%

Data Services 9 -41.6% -45.8% 20.7% -80.1% 16.4%

Internet and eBusiness Infrastructure 18 -40.9% -19.3% 16.9% -70.1% 12.6%

Telecom Equipment - Wireless 31 -56.7% -24.7% 14.6% -75.1% 10.3%

eCommerce 31 -31.3% -14.8% 14.4% -62.1% 10.0%

Electronic Components and Distributors 19 -8.6% -11.0% 8.5% -46.4% 4.2%

Electronic Infrastructure / Tech. Software 12 -8.0% -13.9% 7.1% -42.4% 2.8%

Business Software Applications 21 -69.5% -12.4% 6.1% -82.1% 1.8%

Semiconductors 33 -5.1% -1.0% 5.8% -50.2% 1.5%

Internet Infrastructure Software 22 -58.8% -45.7% 5.1% -80.7% 0.7%

Optical Components 4 -76.9% -11.8% 1.2% -87.8% -3.1%

PC & Enterprise Hardware 10 -14.2% -43.7% 0.9% -51.3% -3.5%

Contract Manufacturing 13 -43.7% -1.4% -0.4% -70.2% -4.8%

Comm. Software and Enhanced Services 9 -44.9% 2.8% -1.0% -68.5% -5.4%

IT Consulting & Computer Services 30 -19.5% -59.1% -1.1% -53.3% -5.5%

Software 14 -53.4% 25.5% -1.5% -76.0% -5.9%

Semiconductor Capital Equipment 18 0.0% -28.2% -1.8% -42.6% -6.1%

Internet / New Media & eCommerce 30 8.4% -71.7% -5.0% -61.2% -9.3%

Test & Measurement 8 -38.9% -29.0% -5.2% -62.9% -9.6%

Latin America Internet 4 -38.7% -85.2% -10.4% -82.9% -14.7%

Communications ICs 16 -47.3% -0.4% -11.2% -73.2% -15.5%

Imaging 7 -21.6% -33.3% -18.4% -50.1% -22.7%

All Technology Sectors 405 -34.2% -22.1% 6.3% -65.6% 1.9%

18

Technology IPO Activity And Performance Have Declined

Technology IPO Volume Original Midpoint to Offer Price

1st Day Trading Performance Offer Price to Current Performance

Technology IPO Data - Monthly

$0$105

$1,788

$278

$647

$0

$605

$1,211

$2,534

$3,782$3,612

$1,005

$2,026

$8,297

$4,322

$191

$2,145

$3,773

$952

$0$0

$1,050

$0

$2,000

$4,000

$6,000

$8,000

$10,000

OC

T

SE

P

AU

G

JUL

JUN

MA

Y

AP

R

MA

R

FE

B

JAN

01

DE

C

NO

V

OC

T

SE

P

AU

G

JUL

JUN

MA

Y

AP

R

MA

R

FE

B

JAN

00

11 34 40 21 12 18 29 13 6 8 1 030 0 2 3 0 3 3 3 1 0

-6.3%

1.2%

-2.6%

10.7%

-40.5%

-9.7%

18.3%

-7.2%-6.9%

45.1%

51.9%52.2%

2.9%

10.3%

-6.4%

8.9%

-19.2%

1.7%

-50.0%

-30.0%

-10.0%

10.0%

30.0%

50.0%

70.0%

OC

T

SE

P

AU

G

JU

L

JU

N

MA

Y

AP

R

MA

R

FE

B

JA

N 0

1

DE

C

NO

V

OC

T

SE

P

AU

G

JU

L

JU

N

MA

Y

AP

R

MA

R

FE

B

JA

N 0

0

8.3%

17.4%17.7%

5.7%

19.7%

46.9%50.0%

47.1%

105.1%

140.2%

144.2%

24.1%

67.4%

61.5%

46.0%

33.5%

25.4%

34.6%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

140.0%

160.0%

OC

T

SE

P

AU

G

JUL

JUN

MA

Y

AP

R

MA

R

FE

B

JAN

01

DE

C

NO

V

OC

T

SE

P

AU

G

JUL

JUN

MA

Y

AP

R

MA

R

FE

B

JAN

00

-0.4%

-21.3%

-45.5%

-64.1%

-69.7%

-63.1%

-53.2%-54.9%

-65.4%

-76.0%

-14.9%-10.4%

24.0%

-77.3%

-9.9%

-32.3%

-52.8%-53.1%

-100.0%

-90.0%

-80.0%

-70.0%

-60.0%

-50.0%

-40.0%

-30.0%

-20.0%

-10.0%

0.0%

10.0%

20.0%

30.0%

OC

T

SE

P

AU

G

JU

L

JU

N

MA

Y

AP

R

MA

R

FE

B

JA

N 0

1

DE

C

NO

V

OC

T

SE

P

AU

G

JU

L

JU

N

MA

Y

AP

R

MA

R

FE

B

JA

N 0

0

19

3. The IPO Process

Valuation Overview -- It’s a Buyer’s Market

Concerns over a slowing economy, earnings warnings, low visibility and recent political instability continue to test the markets in 2001 with the Nasdaq currently down over 29% (1) from the beginning of the year

IT purchases and budgets have been severely disrupted– September quarter software sales, already weak from the poor economic

environment, have been particularly hard-hit after the terrorist attacks– Two separate components: short-term disruption to purchasing decisions and

longer-term macroeconomic risk that extends at least into next year– CY 2002 visibility is low at the moment, as is sales linearity within quarters

In 2001, only 15 tech IPOs have been completed, of which 13 are below issue price

(1) Through 11/2/0120

IPO Process --- THEN

IPO Process --- NOW

Valuation Methodology

Review and refine Company projections to create “street case” Typical “haircuts” between 15-30% based on:

Analysis and diligence of Company’s financials Company’s track record Macro spending conditions

Apply three valuation frameworks to triangulate a fully distributed trading value Comparable Company Analysis, Recent IPO Analysis and Intrinsic Value

Analysis Assumptions

An offering that takes place in early ’02 will be valued on ’03 multiples at that time

Filing/Pricing multiple discounted 20-25% from fully distributed trading multiples

21

Valuation Frameworks

Identify peer group: Infrastructure Management Software Vendors

Calculate trading multiples

Apply relevant multiples to Company’s results to determine potential fully-distributed value

Comparable Company Analysis

Identify pricing statistics for recent IPOs of peer group companies

Calculate filing, pricing and trading multiples

Apply relevant multiples to Company’s results to determine marketing approach and potential filing, pricing, and trading values

Recent IPO Analysis

Project out future cash flows

Determine discount rate and intrinsic value multiples

Apply relevant multiples to Company’s results to determine potential value

Intrinsic ValueAnalysis

22

Typical IPO Structure

Lead Manager / Bookrunner: Credit Suisse First Boston

Co-Managers: 2 - TBD (primarily research-driven)

Economics: 50% / 25% / 25% (2 Co-Managers)

Deal Size: $50-60MM; 15% Greenshoe

Shares Offered: 100% primary recommended

Domestic / International Split: 80% / 20%

Institutional / Retail Split: 80% / 20%

Directed Shares: Up to 5%

Lockup: 180 days

23

Representative IPO Timetable

Denotes Holiday

24

Global Penetration

Powerful Institutional

Relationships

Technology Specialist CoverageGameplan

Establish Early Momentum

Design High-Impact Marketing Schedule

Motivated Management Structure

Generate Strong “Online” Demand

Key Marketing Variables

25

Typical Marketing Objective

Roadshow Schedule: Focus on Key Accounts

8-9 day Roadshow targeting 40-50 investores for one-on-one meetings

2-3 day European Roadshow targeting 10-15 investors for one-on-one meetings

Generate Key Early Orders to Establish Momentum

Qualify with Aftermarket Feedback

Provide Strong Trading Support

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Post-IPO Support

Detailed initiation report; quarterly updates; real-time electronic dissemination of intra-quarter news

Commitment to be leading market maker; willingness to use capital

Institutional investor follow-up road shows to broaden investor base

Post-IPO technology conferences

M&A ideas, analysis and execution

Introduction to strategic partners

Financing alternatives (secondary, convertible, debt, bridge financing)

Employee stock option hedging program

CREDIT SUISSE FIRST BOSTON CORPORATION

Wendell Laidley (415) 836-7716 wendel.laidley@csfb.com

Strong Buy

Equity Research - Americas CREDIT SUISSE FIRST BOSTON CORPORATION

Jim Marks (212) 325-6550 jim.marks@csfb.com

Strong Buy

Equity Research - Americas CREDIT SUISSE FIRST BOSTON CORPORATION

Life-Altering Technology Curt Schilling (212) 555-9000curt.schilling@csfb.com

Equity Research - Americas

Buy

Empowering Change

“COMPANY”

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The Role of Research

Significant “front-end” effort to position company’s story in prospectus and roadshow

Sales force “teach-in” to begin communicating the Company opportunity

Active involvement on roadshow

Prepare management for key accounts

Direct follow-up with key investors after one-on-one meetings

Detailed report issued immediately after 25-day quiet period expires

Timely communication with the market as company events dictate (e.g., high profile customer wins, acquisitions, significant industry events)

Frequent updating to institutional salesforce to ensure institutions

Monthly First Call Notes

Quarterly earnings reports

Pre-IPO IPO Marketing Post-IPO

CREDIT SUISSE FIRST BOSTON CORPORATION

Wendell Laidley (415) 836-7716 wendel.laidley@csfb.com

Strong Buy

Equity Research - Americas

Jim Marks (212) 325-6550 jim.marks@csfb.com

Strong Buy

Equity Research - AmericasCREDIT SUISSE FIRST BOSTON CORPORATION

Life-Altering Technology Randy Johnson (212) 555-9000Randy.johnson@csfb.com

Equity Research - Americas

Buy

“COMPANY”

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4. Wrap-Up

Summary of Key Ideas

It is important to choose an investment bank that can meet your needs today and in the future

– Reputation - successful record of previous transactions enhances your credibility

– Size - helps ensure ease of execution

– Complete Suite of Product Offerings

– Aftermarket Support from Equity Research and Trading

Difficult market conditions have drastically reduced that number of IPOs in 2001

– Criteria for going public has become more stringent -- back to fundamentals

– A buyer’s market

The “right” companies can still access the public equity markets!

Biography - Bill Rodoni

Bill Rodoni is a Vice President in the Investment Banking Division of the Credit Suisse First Boston Technology Group (CSFB) where he focuses on raising private capital for both privately-held and public technology companies. The CSFB Private Equity Group, of which Bill is a member, has completed 77 transactions in the past 5 years and has raised over $4.7 billion for its clients during this timeframe. While at CSFB, Bill has raised money for such notable clients as Plumtree Software, Packet Video and Storageway.

Prior to joining CSFB, Bill was a senior attorney in the Corporate Securities Group at Gray, Cary, Ware & Freidenrich, one of the largest law firms in the country, where he represented both privately-held and public technology companies in a wide range of transactions including public offerings, mergers and acquisitions, private placements and technology licensing. While at Gray Cary, Bill's client base included Ascend Communications, The Vantive Corporation, Aspect Development and 3Com. Prior to joining Gray Cary, Bill was a financial/legal analyst at First Pacific Company in Hong Kong, a large, multinational Asia-based conglomerate. Bill has both a J.D. (summa cum laude) and a B.S. in Finance from Santa Clara University.

Bill can be reached via phone at 415-249-8893 or via email at bill.rodoni@csfb.com.

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