from 10-Q 9 pages Voluntary Separation Agreement and Release

from 10-Q 3 pages You Will Be Paid a Bi-Weekly Salary of $10,961.53 (Which Aggregates to $285,000 Over a 12-Month Period). in Addition, You Will Have an Annual Target Bonus Equal to 65% of Your Annual Salary. Actual Payout Will Range From 0 to 1.5x Your Target Bonus, Depending Upon Personal and Company Performance. Your 2007 Bonus Will Be Prorated for Time Worked. Bonus Payment Is Typically Made Annually at the Completion of Each Year. in 2007 You Will Receive a Guaranteed Minimum Bonus Payment Equal to 50% of Your Bonus Target. Your 2007 Bonus Guarantee May Be Exceeded Depending Upon Performance. We Believe This Will Result in a Smooth and Successful Transition to Ventana. You Will Also Receive a One Time Sign-On Bonus of $25,000 (Gross) Payable the First Pay Period Following 30 Days of Your Start Date. if You Leave Ventana During the First 12 Months Following Your Date of Hire, You Will Be Required to Repay Ventana in Full for Your Sign-On Bonus. Ventana Also Provides an Annual Merit Review Process Whereby Employees Have the Opportunity to Receive Merit Increases Based on Their Performance Over the Review Period. Stock Options

from 10-Q 8 pages Voluntary Separation Agreement and Release

from 10-Q 1 page Rule 13a - 14(a)/15d -14(A) of Chief Executive Officer

from 10-Q 1 page Rule 13a - 14(a)/15d -14(A) of Chief Financial Officer

from 10-Q 1 page Section 1350 Certification Chief Executive Officer and Chief Financial Officer

from 10-Q g87352image001.gif