AMENDMENT TO VOTING AGREEMENTS

Exhibit 1

AMENDMENT TO VOTING AGREEMENTS

     Amendment to Voting Agreements (“Amendment”) made as of September 24, 2004, amends those certain Voting Agreements (collectively, the “Voting Agreements” and each individually, the “Voting Agreement”), by and among Quadrangle Capital Partners LP, Quadrangle Select Partners LP and Quadrangle Capital Partners-A LP (collectively, “Quadrangle”) and each of the undersigned Stockholders (as defined in the Voting Agreements), each dated as of May 7, 2004. Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Voting Agreements.

     Upon execution of this Amendment by Quadrangle and each undersigned Stockholder, the Voting Agreement among Quadrangle and each such undersigned Stockholder shall be amended as follows:

     1. The definition of “Merger Agreement” in the second paragraph of each Voting Agreement and Section 5(c)(i) shall be amended to refer to “the Agreement and Plan of Merger and Share Exchange dated as of May 7, 2004, as amended in accordance with the terms set forth in the term sheet attached hereto as Exhibit B (together with the transaction restructuring amendment referenced therein, the “Term Sheet”).” All references in each Voting Agreement to “Merger Agreement” shall mean and refer to the definition of “Merger Agreement” as amended by this Section.

     2. Section 1(e) of each Voting Agreement shall be amended to read as follows:

     “Transaction Documents. Quadrangle has delivered to the Stockholder, and the Stockholder has had the opportunity to review and receive the advice of counsel regarding drafts, each dated May 7, 2004, of the Investment Agreement, the Stock Purchase Agreement, and the Merger Agreement, together with the material exhibits to each, and the Term Sheet.”

     3. Section 2 of each Voting Agreement shall be amended by adding the following sentence to the end of such sentence:

     “Until termination of the Merger Agreement in accordance with its terms, each Stockholder agrees not to exercise any conversion rights which may attach to the Shares held by such Stockholder.”

     4. Exhibit A attached hereto shall be attached to each Voting Agreement as Exhibit B.

     5. All references in each Voting Agreement to “this Agreement,” and to all other words referring to such Voting Agreement (such as “herein,” “hereto,” “herewith” and “hereunder”), shall be deemed to mean and refer to the Voting Agreement, as amended by this Amendment. This Amendment and the rights and obligations of the parties under this Amendment shall be governed by, and construed and interpreted in accordance with, and the parties hereto agree to submit to the exclusive jurisdiction, of the state of Delaware, in connection with any action, suit or proceeding based on or arising under this Amendment. This Amendment may be

     executed in one or more counterparts, all of which constitute one and the same instrument. Each provision of this Amendment will be considered severable and if for any reason any provision which is not essential to the effectuation of the basic purposes of this Amendment is determined by a court competent jurisdiction to be invalid or unenforceable and contrary to existing or future applicable law, such invalidity will not impair the operation of or affect those provisions of this Amendment which are valid. In that case, this Amendment will be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of any applicable law, and in the event such term or provision cannot be limited, this Amendment will be construed to omit such invalid or unenforceable provisions. Each Voting Agreement, as amended by this Amendment, sets forth the entire understanding of the parties thereto with respect to all matters contemplated thereby and hereby supercedes all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof.

[Remainder of Page Intentionally Left Blank]

     The undersigned have executed this Agreement intending to be bound hereby as of the date first written above.

		STOCKHOLDER
		XXXXXXX CAPITAL II, L.P.
		By:		Xxxxxxx Brothers, LLC
				its general partner
				/s/ Xxxxx X. Xxxxxxx
				By: Xxxxx X. Xxxxxxx
				Title: Managing Member
		STRATEGIC ENTREPRENEUR FUND II, L.P.
		By:
				Its general partner
				/s/ Xxxxx X. Xxxxxxx
				By: Xxxxx X. Xxxxxxx
				Title: General Partner
		Address for notices:
		000 X. 00xx Xxxxxx
		Xxx Xxxx, Xxx Xxxx 00000
		Attention: Xxxxxx X. Xxxxx
		Facsimile number (000) 000-0000
		Electronic mail address: xxxxxx@xxxxxxxxxx.xxx
		HARBOURVEST PARTNERS VI-
		DIRECT FUND L.P.
		By:		HabourVest VI-Direct Associates LLC
				its general partner
		By:		HarbourVest Partners, LLC
				Its Managing Member
				/s/ Xxxx Xxxxxxxxxx
				By: Xxxx Xxxxxxxxxx
				Title: Managing Director

		HARBOURVEST PARTNERS V-
		DIRECT FUND L.P.
		By:		HVP V-Direct Associates L.L.C.
				Its General Partner
		By:		HarbourVest Partners, LLC
				Its Managing Member
				/s/ Xxxx Xxxxxxxxxx
				By: Xxxx Xxxxxxxxxx
				Title: Managing Director
		Address for notices:
		HarbourVest Partners, LLC
		Xxx Xxxxxxxxx Xxxxxx
		00xx Xxxxx
		Xxxxxx, Xxxxxxxxxxxxx 00000
		Attention: Xxxx Xxxxxxxxx
		Facsimile number: (000) 000-0000
		Electronic mail address: xxxxxxxxxxx@xxxxxx.xxx
		SAIC VENTURE CAPITAL CORPORATION
		/s/ Xxxx Xxxxx
		By: Xxxx Xxxxx
		Title: President & General Counsel
		Address for notices:
		0000 Xxxxxx Xxxxxx Xxxxxxx
		Xxxxx 000
		Xxx Xxxxx, Xxxxxx 00000
		Attention: Xxxx Xxxxx
		With a copy to Xxxxx X. Xxxxxx
		Facsimile number: (000) 000-0000
		Electronic mail address: Xxxx.x.Xxxxx@xxxx-xxx.xxx

		QUADRANGLE CAPITAL PARTNERS LP
		By:		Quadrangle GP Investors LP, its General Partner
				By:		Quadrangle GP Investors LLC, its General Partner
						By:		/s/ Xxxxxxx Xxxxx
								Name: Xxxxxxx Xxxxx
								Title: Managing Principal
		QUADRANGLE SELECT PARTNERS LP
		By:		Quadrangle GP Investors LP, its General Partner
				By:		Quadrangle GP Investors LLC, its General Partner
						By:		/s/ Xxxxxxx Xxxxx
								Name: Xxxxxxx Xxxxx
								Title: Managing Principal
		QUADRANGLE CAPITAL PARTNERS-A LP
		By:		Quadrangle GP Investors LP, its General Partner
				By:		Quadrangle GP Investors LLC, its
						General Partner
						By:		/s/ Xxxxxxx Xxxxx
								Name: Xxxxxxx Xxxxx
								Title: Managing Principal
		Address for Notices for above signatories:
		Quadrangle Group LLC
		000 Xxxx Xxxxxx
		Xxx Xxxx, Xxx Xxxx 00000
		Attention: Chief Administrative Officer
		Facsimile number: (000) 000-0000
		with a copy (which shall not constitute notice) to:
		Weil, Gotshal & Xxxxxx LLP
		000 Xxxxxxx Xxxxxx
		Xxxxxx, XX 00000
		Attention: Xxxxx Xxxxxx, Esq.
		Facsimile number: 617) 772-8333
		Electronic mail address: xxxxx.xxxxxx@xxxx.xxx