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davillionare

06/02/05 12:44 PM

#297033 RE: davillionare #296939

From PSOF filings:

Operating revenue increased approximately $457,000 due primarily to higher sales through resellers and original equipment manufacturers (OEM's), including one sale of over $400,000

In the quarter ended March 31, 2005, the Company borrowed an aggregate of $275,000 under a Consolidated Promissory Note with the Conrad von Bibra Revocable Trust. Such debt is due March 1, 2007, bears simple interest at the rate of 5% per annum beginning April 1, 2005, and is secured by the Company's assets.

No commissions were paid in connection with the above transactions. Conrad von Bibra is an affiliate of the Company by virtue of having beneficial ownership of more than 5% of the outstanding Common Stock of the Company, and being a director and an officer of the Company.

Since the current members of the Board of Directors own, in the aggregate, more than 50% of the outstanding shares, a quorum is available without the Company incurring the expense of soliciting proxies

David Ayres
c/o Prism Software Corporation
15500-C Rockfield Blvd.
Irvine, CA 92618 615,000 * 500,000 1,115,000 1%

Carl S. von Bibra
1637 Spruce Street
South Pasadena, CA 91030 33,607,500 24% 33,607,500 67,215,000 38%

The Conrad von Bibra Revocable
Trust
1415 Milan Ave.
South Pasadena, CA 91030 60,880,856 43% 60,880,856 121,761,712 60%

Michael Cheever
c/o Prism Software Corporation
15500-C Rockfield Blvd.
Irvine, CA 92618 20,000 * 240,000 260,000 *

All Directors and
Executive Officers of the Company
as a Group (4 persons) 95,123,356 67% 95,228,356 190,351,712 80%


Title of Each Class of Common Stock Outstanding at April 30, 2005
----------------------------------- -----------------------------

Common Stock, par value $.01 per share 141,591,534