FORM PRE 14A

September 7, 2010

Dear Stockholder:

You are cordially invited to attend our annual meeting of stockholders on Thursday, October 21, 2010, at 10:00 a.m. Pacific Daylight

Time at the Irvine Marriott Hotel, 18000 Von Karman Avenue, Irvine, California.

Members of the Board of Directors who are also our employees receive no additional compensation for serving as directors. The following information outlines the compensation paid to our non-employee directors, including annual base retainer fees, meeting attendance fees, and option awards for the fiscal year ended April 30, 2010:

The next proposal on the agenda for the Annual Meeting will be ratifying the Board’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for current fiscal year ending April 30, 2011. Our Board of Directors, upon the recommendation of its Audit Committee, has ratified the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2011, subject to ratification by our stockholders. Ernst & Young LLP has served in this capacity for each of the ten (10) years ended April 30, 2010, and has reported on the Company’s fiscal year 2010 consolidated financial statements. During the ten (10) fiscal years ended April 30, 2010, there were no disagreements between the Company and Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. The Audit Committee recommended to the Board that Ernst & Young

DIRECTOR COMPENSATION

Name Fees Earned or Paid in Cash ($) (1) OptionAwards ($) (2) All Other Compensation ($) Total ($)

Carlton M. Johnson 151,000 (3) 482,700 96,715 (5) 730,415

David H. Pohl 91,000 (4) 482,700 - 573,700

Eric S. Swartz 91,000 (4) 482,700 - 573,700

(1) In fiscal year 2010, each non-employee director was eligible to receive an annual cash retainer fee of $60,000 per year, which amount was

increased to $90,000 per year effective November 1, 2009. In addition, the chairman of the Audit Committee was eligible to receive an

additional annual cash retainer fee of $60,000. Moreover, each non-employee director was also eligible to receive a fee of $2,000 for each

Board meeting attended, whether in-person or telephonically, and a fee of $2,000 for each additional Company meeting attended in excess

of four hours in length.

(2) Represents the grant date fair value of the option awards granted in fiscal year 2010 computed in accordance with the authoritative guidance for share-based compensation. During fiscal year 2010, each Director was granted an option to purchase 250,000 shares of common stock of the Company at an exercise price of $2.93 per share. The assumptions used in determining the grant date fair values of the option awards are set forth in Note 8 “Equity Compensation Plans” in our Form 10-K for the period ended April 30, 2010, as filed with

the SEC on July 14, 2010. Amounts do not represent amounts paid to or realized by the non-employee director. In addition, these amountsdo not correspond to the actual value that may be recognized by the non-employee director.

As of April 30, 2010, each non-employee director held the following number of shares of common stock underlying outstanding stock options:

Number of Shares Underlying

Director Outstanding Stock Options

Carlton M. Johnson 440,000

David H. Pohl 370,000

Eric S. Swartz 440,000

(3) Includes an annual base retainer of $75,000, an annual retainer of $60,000 for Mr. Johnson’s role as chairman of the Audit Committee, and meeting fees of $16,000.

(4) Includes an annual retainer of $75,000 and meeting fees of $16,000.

(5) Represents amount paid under an Option Exercise Forbearance Agreement (the “Agreement”) to Mr. Johnson. On December 22, 1999, the Company’s Board of Directors granted stock options to its employees and one existing member of the Board of Directors (“OptionHolders”), which stock options were set to expire on December 22, 2009, unless exercised prior to such date. On December 9, 2009, the Company’s Board of Directors deemed it to be in the best interest of the Company to enter into an Agreement with the Option Holders whereby each Option Holder received the same amount in net proceeds as if he had exercised his stock options in the open market based

on the market price paid per share equal to the volume weighted average price of the Company’s common stock sold under its At-the-Market Issuance agreement with Wm Smith & Co during the period from August 1, 2009 to December 4, 2009 in exchange for allowing

the options to expire unexercised.

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