UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D
                   Under the Securities Exchange Act of 1934



                          MICROS-TO-MAINFRAMES, INC.
                               (Name of Issuer)

                   Common Stock, par value $0.001 per share
                        (Title of Class of Securities)

                                  594944-10-0
                                (CUSIP Number)

                         Aryeh Davis, General Counsel
                        Pequot Capital Management, Inc.
                    500 Nyala Farm Road, Westport, CT 06880
                                (203) 429-2200
         (Name, Address, and Telephone Number of Person Authorized to
                      Receive Notices and Communications)

                               January 29, 2004
            (Date of Event which Requires Filing of This Statement)


         If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.

                  Note. Schedules filed in paper format shall include a signed
         original and five copies of the schedule, including all exhibits. See
         Section 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).





CUSIP No. 594944-10-0


1        NAMES OF REPORTING PERSONS           Pequot Capital Management, Inc.
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                 06-1524885
- -------------------------------------------------------------------------------

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                              (a) |_|
                                                              (b) |_|
- -------------------------------------------------------------------------------

3        SEC USE ONLY
- -------------------------------------------------------------------------------

4        SOURCE OF FUNDS

         OO
- -------------------------------------------------------------------------------

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
         IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
         n/a

- -------------------------------------------------------------------------------

6        CITIZENSHIP OR PLACE OF ORGANIZATION

             Connecticut
- -------------------------------------------------------------------------------

                               7      SOLE VOTING POWER               44.3*
                               ------------------------------------------------
  NUMBER OF SHARES
    BENEFICIALLY               8      SHARED VOTING POWER              0
     OWNED BY                  ------------------------------------------------
       THE
 REPORTING PERSON              9      SOLE DISPOSITIVE POWER          44.3*
      WITH                     ------------------------------------------------

                               10     SHARED DISPOSITIVE POWER         0
- -------------------------------------------------------------------------------

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE
         REPORTING PERSON                                       3,755,814*

- -------------------------------------------------------------------------------

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES                                      |_|

- -------------------------------------------------------------------------------

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  44.3*

- -------------------------------------------------------------------------------

14       TYPE OF REPORTING PERSON                            IA

- -------------------------------------------------------------------------------

*See Item 5 below.




Item 1.  Security and Issuer

         This Statement on Schedule 13-D (the "Statement") relates to the
Common Stock, par value $0.001 per share (the "Common Stock"), of
Micros-to-Mainframes, Inc., a New York corporation (the "Issuer"). The address
of the Issuer's principal executive offices is 614 Corporate Way, Valley
Cottage, New York 10989.

Item 2.  Identity and Background

         This statement is being filed on behalf of Pequot Capital Management,
Inc., a Connecticut corporation (the "Reporting Person"). The Reporting Person
is an investment adviser registered under the Investment Advisers Act of 1940,
and acts as investment adviser to certain managed accounts over which the
Reporting Person exercises discretionary authority (the "Accounts"). The
address of the principal business and office of the Reporting Person, and of
the Executive Officers, Director and Controlling Person (as defined below) is
500 Nyala Farm Road, Westport, CT 06880.

         The Reporting Person is the investment advisor/manager of, and
exercises sole investment discretion over, Pequot Private Equity Fund III,
L.P., a Delaware limited partnership ("PPE3") and Pequot Offshore Private
Equity Partners III, L.P., a Cayman Islands limited partnership ("PPE3O", and
together with PPE3, the "Funds"), each of which are Accounts.

         The executive officers of the Reporting Person are Mr. Arthur J.
Samberg and Mr. Harold Kahn, the director of the Reporting Person is Mr.
Arthur J. Samberg, and the controlling shareholder is Mr. Arthur J. Samberg
(collectively, the "Executive Officers, Director and Controlling Person").
Each of the Executive Officers, Director and the Controlling Person is a
citizen of the United States. Gerald A Poch, Richard R. Heitzmann and Amish
Jani, each of whom are employees of the Reporting Person, will be directors of
the Issuer upon consummation of the transactions described below.

         Neither the Reporting Person nor the Executive Officers, Director and
Controlling Person have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

         Neither the Reporting Person nor the Executive Officers, Director and
Controlling Person have, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
which resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration

         As more fully described in Item 4 hereof, the Funds and the Issuer
have entered into the Purchase Agreement (as such term is defined in Item 4)
with respect to the transactions contemplated thereby. The Funds for the
purchase of the Series A Preferred Stock and the issuance of the Warrants (as
such terms are defined in Item 4) to be held by the Accounts will be obtained
from the contributions of the Accounts' partners/shareholders.

         A copy of the Purchase Agreement is attached hereto as Exhibit 1 and
is incorporated herein by reference, and the description herein of the
Purchase Agreement is qualified in its entirety by reference to the Purchase
Agreement.

Item 4.  Purpose of Transaction

         The Reporting Person will acquire the shares of Series A Preferred
Stock that will be convertible into Common Stock and the Warrants to purchase
Common Stock pursuant to the terms of the Purchase Agreement. The Reporting
Person considers the shares of Common Stock that it will beneficially own as
an investment made in the ordinary course of its business. The Reporting
Person intends to review on a continuing basis its investment in the Issuer,
including the Issuer's business, financial condition and operating results and
general market and industry conditions and, based upon such review, may
acquire additional shares of Series A Preferred Stock, Warrants or Common
Stock or dispose of shares of Series A Preferred Stock, Warrants or Common
Stock in the open market, in privately negotiated transactions or in any other
lawful manner.

Purchase Agreement

         On January 29, 2004, the Issuer entered into a Purchase Agreement
(the "Purchase Agreement") with the Funds, pursuant to which the Issuer agreed
to issue and sell to the Funds: (i)(a) at the Initial Closing, an aggregate of
3,255,814 shares of the Issuer's Series A-1 Convertible Preferred Stock, par
value $0.001 per share (the "Series A-1 Preferred Stock") for a purchase price
of $2.15 per share of Series A Preferred Stock (the "A-1 Purchase Price"), and
(b) a warrant (the "A-1 Warrant") exercisable to purchase 500,000 shares of
Common Stock, representing an aggregate consideration of approximately
$7,000,000; (ii)(a) any time after the Initial Closing until the second
anniversary of the Initial Closing, up to an aggregate of 2,000,000 shares of
the Issuer's Series A-2 Convertible Preferred Stock, par value $0.001 per
share (the "Series A-2 Preferred Stock") for a purchase price of $13.75 per
each five shares of Series A-2 Preferred Stock and one warrant sold (or $2.75
per share, the "A-2 Purchase Price"), and (b) a warrant (the "A-2 Warrant")
exercisable to purchase one share of Common Stock per each five shares of
Series A-2 Preferred Stock issued, up to an aggregate of 400,000 shares of
Common Stock, representing an aggregate consideration of approximately
$5,500,000 if all shares are issued and sold; (iii)(a) any time after the
Initial Closing until the third anniversary of the Initial Closing, between
2,500,000 and 3,846,154 shares of the Issuer's Series A-3 Convertible
Preferred Stock, par value $0.001 per share (the "Series A-3 Preferred Stock")
for a purchase price of between $16.25 and $25.00 per each five shares of
Series A-3 Preferred Stock and one warrant sold (or between $3.25 and $5.00
per share, the "A-3 Purchase Price"), based upon the market price of the
Common Stock at the time of issuance of such shares, as determined in
accordance with the Purchase Agreement, and (b) a warrant (the "A-3 Warrant")
exercisable to purchase one share of Common Stock per each five shares of
Series A-3 Preferred Stock issued, up to an aggregate of between 500,000 and
769,231 shares of Common Stock, representing an aggregate consideration of
approximately $12,500,000 if all shares are issued and sold; and (iv)(a) at
any time after the second anniversary of the Initial Closing until the third
anniversary of the Initial Closing, additional shares of Series A-3 Preferred
Stock for the A-3 Purchase Price, and (b) an additional A-3 Warrant,
representing an aggregate consideration of up to the difference between
$5,500,000 and the actual consideration paid in connection with the Series A-2
Preferred Stock and A-2 Warrants. The Series A-1 Preferred Stock, Series A-2
Preferred Stock and Series A-3 Preferred Stock are collectively referred to as
"Series A Preferred Stock." The A-1 Warrant, the A-2 Warrant and the A-3
Warrants are collectively referred to as the "Warrants." Capitalized terms
used but not defined in this Item 4 or elsewhere in the Statement shall have
the meanings assigned to such terms in the Purchase Agreement.

         Approval of the Issuer's shareholders is required by applicable law
and the Issuer has agreed to submit the Purchase Agreement and the
transactions contemplated thereby to its shareholders for approval. The
obligations of the parties to the Purchase Agreement to consummate the
transactions contemplated thereby are subject to certain conditions, including
shareholder approval, regulatory approvals and other customary closing
conditions. Prior to the Initial Closing, the Funds or the Issuer may
terminate the Purchase Agreement under certain conditions, in each case as set
forth in the Purchase Agreement.

Voting Agreement

         Concurrently with, and as a condition to, the Funds' execution of the
Purchase Agreement, certain shareholders of the Issuer, consisting of Howard
Pavony and Steven Rothman, entered into a Voting Agreement (the "Voting
Agreement"). Under the Voting Agreement, such shareholders have agreed that,
at any meeting of the shareholders of the Issuer, or in connection with any
other circumstances upon which a vote, consent or other approval (including by
written consent) to be taken by the shareholders of the Issuer relating to the
Purchase Agreement and the transactions contemplated thereby or for the
Company to perform its obligations under the Purchase Agreement, such
shareholders will vote in favor of the adoption of the Purchase Agreement and
the approval of the transactions contemplated thereby. The shareholders party
to the Voting Agreement beneficially own an aggregate of 1,565,817 shares of
Common Stock, representing approximately 33.1% of the issued and outstanding
shares of Common Stock as of January 29, 2004 (excluding shares to be acquired
by the Reporting Person at the Initial Closing).

         Pursuant to the terms of the Voting Agreement, each shareholder party
thereto also agrees that until the transactions contemplated by the Purchase
Agreement are consummated or the Purchase Agreement is terminated, such
shareholder will not: (i) sell, transfer, pledge, assign, or otherwise dispose
of such shareholder's shares of the Issuer, except as provided in the Voting
Agreement; (ii) enter into or exercise its rights under any voting arrangement
with respect to such shares; or (iii) take any other action that would in any
way restrict, limit, or interfere with, the performance of such shareholder's
obligations under the Voting Agreement.

Shareholders' Agreement

         At the Initial Closing, the Issuer, the Funds, Howard A. Pavony and
Steven H. Rothman (the Funds, together with Pavony and Rothman, the "Voting
Shareholders") will enter into a Shareholders' Agreement (the "Shareholders'
Agreement") pursuant to which the Voting Shareholders agree to vote, or cause
to be voted, all securities of the Issuer own by such Voting Shareholder or
over which such Voting Shareholder has voting control so that the number of
directors of the Issuer will be eleven, consisting of: (i) the Issuer's new
chief executive officer, Francis J. Alfano ("CEO"), who shall be employed
immediately following the Initial Closing; (ii) three directors designated by
the Funds or its assignee; (iii) Mr. Pavony; (iv) Mr. Rothman; (v) three
"independent" directors, within the meaning of "independent" under the current
rules of The Nasdaq Stock Market, initially to be selected by the Issuer's
current board of directors (the "Continuing Directors"), and with respect to
each subsequent election of directors, to be selected by a nominating and
corporate governance committee, each of whom shall not be affiliates of the
Funds or its assignees or the holder of any registrable securities; and (vi)
two additional independent directors to be selected by the new CEO and
reasonably acceptable to both the Funds and the Continuing Directors.

         Under certain circumstances where the Funds hold less than certain
specified percentages of the securities the Funds originally purchase at the
Initial Closing, the right to designate three directors in (ii) above will be
reduced to two directors or one director and the above voting provisions will
be adjusted in the manner described in the Shareholders' Agreement.

         Immediately following the Initial Closing, the Board will be
constituted in accordance with the Shareholders' Agreement, and will consist
of Francis J. Alfano, three directors designated by the Funds, including
Gerald A. Poch, Richard R. Heitzmann and Amish Jani, Mr. Pavony, Mr. Rothman,
three directors designated by the Continuing Directors, including Arnold
Wasserman, William Learner and Albert Nashman, and two directors who will be
selected by the CEO and reasonably acceptable to both the Funds and the
Continuing Directors.

         The obligation of the Voting Shareholders under the Shareholders'
Agreement will expire on the fifth anniversary of the Initial Closing. The
obligation of the Funds to vote in favor the appointment of Messrs. Pavony and
Rothman as directors will expire on the second anniversary of the Initial
Closing, provided that such person has not terminated his employment, other
than for "good reason," nor has been terminated for "cause." Between the
second and third anniversaries of the Initial Closing, the Funds will be
required to vote in favor of the appointment of only one of Messrs. Pavony and
Rothman as a director, as determined by our then current board of directors,
provided that such person has not terminated his employment, other than for
"good reason," nor has been terminated for "cause," with the person not so
elected being granted observer rights during such period, provided that such
person has not terminated his employment, other than for "good reason," nor
has been terminated for "cause." Messrs. Pavony's and Rothman's obligation to
vote (i) in favor of the Funds' nominees for director shall terminate if (a)
the Funds or its assignees own less than 10% of the Series A Preferred Stock
(or shares of Common Stock issuable upon conversion of such Series A Preferred
Stock) owned by the Funds or (b) any other shareholders that are introduced to
the Issuer by Pequot own less than 10% of the shares acquired by such
shareholders from the Issuer in a transaction not including a public offering
or (ii) if either or both of Messrs. Pavony and Rothman individually owns less
than less than 10% of the number of shares of Common Stock owned by such
person on the date of the Initial Closing.

         The Shareholders' Agreement will also contain provisions (i)
restricting the transfer of any securities by shareholders party to the
Shareholders' Agreement in certain circumstances and (ii) granting the Funds
certain rights of first refusal and tag-along rights with respect to any
dispositions by Messrs. Pavony and Rothman of their shares of Common Stock.

Registration Rights Agreement

         In connection with the transactions contemplated by the Purchase
Agreement, the Issuer, the Funds, Messrs. Pavony and Rothman intend to enter
into a Registration Rights Agreement (the "Registration Rights Agreement"), to
be delivered at the Initial Closing. Pursuant to the Registration Rights
Agreement, within 60 days following the Initial Closing, the Issuer will be
required to file a registration statement registering for the resale on a
continuous basis under Rule 415 of the Securities Act of the Common Stock
underlying the Series A Preferred Stock, the Warrants and all other shares of
Common Stock owned from time to time by the Funds, as well as certain shares
of Common Stock owned by Messrs. Pavony and Rothman. The Issuer will be
required to keep such registration statement effective until all the Common
Stock registered thereunder is sold or the holders are entitled to sell such
Common Stock under Rule 144(k) under the Securities Act, without compliance
with the public information, sales volume, manner of sale or notice
requirements of Rule 144(c), (e), (f) or (h) under the Securities Act. The
Registration Rights Agreement also provides the Funds with piggyback
registration rights with respect to certain underwritten offerings of the
Issuer's Common Stock.

         A copy of the Purchase Agreement, the Voting Agreement, the form of
Shareholders' Agreement and the form of Registration Rights Agreement are
attached hereto as Exhibits 1, 2, 3 and 4, respectively, and are incorporated
herein by reference, and the description herein of such agreements are
qualified in their respective entireties by reference to such agreements.

Item 5.  Interest in Securities of the Issuer

         (a) The Reporting Person beneficially owns 3,755,814 shares of Common
Stock, representing 44.3% of shares of Common Stock outstanding as of January
29, 2004 (assuming the issuance of 3,755,814 shares of Common Stock issuable
upon conversion of the Series A-1 Preferred Stock and the exercise of the A-1
Warrant). If the issuance of the Series A-2 Preferred Stock and the Series A-3
Preferred Stock is taken into account, the Reporting Person would beneficially
own 69.5% of the shares of Common Stock outstanding (assuming the issuance of
(i) 3,755,814 shares of Common Stock issuable upon conversion of the Series
A-1 Preferred Stock and the exercise of the A-1 Warrant, (ii) 2,400,000 shares
of Common Stock issuance upon conversion of the Series A-2 Preferred Stock and
the exercise of the A-2 Warrant and (iii) 4,615,385 shares of Common Stock
upon conversion of the Series A-3 Preferred Stock and the exercise of the A-3
Warrant, assuming in the case of (ii) and (iii) that the maximum number of
Series A-2 Preferred Stock and Series A-3 Preferred Stock is issued and sold.

         (b) Upon the Initial Closing, the Reporting Person will have the
power to vote, direct the vote, dispose and direct the disposition of the
3,755,814 shares of Common Stock. If the issuance of the Series A-2 Preferred
Stock and the Series A-3 Preferred Stock is taken into account, the Reporting
Person would have the power to vote, direct the vote, dispose and direct the
disposition of 10,771,199 shares of Common Stock, assuming that the maximum
number of Series A-2 Preferred Stock and Series A-3 Preferred Stock is issued
and sold.

         (c) Except for the information set forth, or incorporated by
reference, in Items 3 and 4, which is incorporated herein by reference, none
of the Reporting Persons has effected any transaction relating to the Common
Stock during the past 60 days.

         (d) Not applicable.

         (e) Not applicable.

Item 6.  Contracts, Agreements, Understandings or Relationships with Respect
         to Securities of the Issuer

         Reference is made to the Purchase Agreement, the Voting Agreement,
the form of Shareholders' Agreement and the form of Registration Rights
Agreement described in Items 3 and 4, which are included as Exhibits 1, 2, 3
and 4, respectively, and are incorporated by reference herein.

         In connection with the transactions contemplated by the Purchase
Agreement, at the Initial Closing, the Issuer will issue to the Funds the
Series A Preferred Stock and the Warrants.

Series A Preferred Stock

         The Series A Preferred Stock will be convertible into Common Stock at
any time at the election of the individual holders of the Series A Preferred
Stock, initially at a ratio of one share of Common Stock for every share of
Series A Preferred Stock and subject to adjustments for certain dilutive
equity issuances and for stock splits, stock dividends and similar events.
After the date that is 18 months following the most recent date of issuance of
Series A Preferred Stock, all outstanding shares of Series A Preferred Stock
will automatically convert into Common Stock at the applicable conversion rate
then in effect on the date on which the weighted average closing price of the
Common Stock for the immediately preceding 60 consecutive trading days exceeds
four (4) times the weighted average of the applicable conversion price then in
effect for the applicable Series A Preferred Stock. However, no shares of
Series A Preferred Stock will be automatically converted unless at the time of
the proposed conversion, an effective registration statement is on file with
the SEC with respect to the Common Stock issuable (i) to the holders of the
Series A Preferred Stock upon conversion of the Series A Preferred Stock and
(ii) to the holders of the Warrants upon exercise of the Warrants, and such
shares of Common Stock have been listed on the Nasdaq Stock Market or other
specified national stock exchange. Each of the A-1 Purchase Price, the A-2
Purchase Price and the A-3 Purchase Price for purposes of conversion is
subject to adjustment for stock splits, stock dividends and other similar
events.

         Holders of the Series A Preferred Stock will be entitled to vote
together with all other classes and series of the Issuer's voting stock on all
actions to be taken by its shareholders, except as otherwise provided by
applicable law or as described below. Each share of Series A Preferred Stock
will be entitled to the number of votes equal to the number of shares of
Common Stock into which the Series A Preferred Stock is convertible into at
the applicable conversion prices in effect on the record date for the meeting
at which the votes are to be cast. Initially, each share of Series A Preferred
Stock will be entitled to one vote. As long as 30% of the Series A Preferred
Stock actually issued remains outstanding, the Issuer will not be allowed to
take certain actions without obtaining the prior written consent of the
holders of a majority of the Series A Preferred Stock outstanding. The holders
of Series A Preferred Stock are entitled to customary preemptive rights and
liquidation and dissolution preferences.

         Dividend Rights

         Holders of the Series A-1 Preferred Stock, the Series A-2 Preferred
Stock and the Series A-3 Preferred Stock are entitled to receive cumulative
dividends semi-annually beginning on the second anniversary of the Initial
Closing at the per annum rate of 6% of the A-1 Purchase Price, the A-2
Purchase Price and the A-3 Purchase Price, respectively. No dividends shall
accrue or be payable for the first two years following the Initial Closing.
During the period commencing on the second anniversary of the Initial Closing
and terminating on the fourth anniversary of the Initial Closing, dividends
will be payable, at the Issuer's discretion, in cash or in shares of Series
A-1 Preferred Stock, Series A-2 Preferred Stock or Series A-3 Preferred Stock,
as applicable, valued at the A-1 Purchase Price, the A-2 Purchase Price or the
A-3 Purchase Price, respectively. Following the fourth anniversary of the
Initial Closing, dividends will be payable in cash only. Holders of the Series
A Preferred Stock are entitled to receive such dividends prior to any payment
of dividends to the holders of Common Stock.

Warrants

         In connection with the transactions contemplated by the Purchase
Agreement, the Issuer will issue the Warrants to the Funds. The A-1 Warrant
will be exercisable at any time prior to the fourth anniversary of the Initial
Closing at an exercise price of $2.46 per share to purchase one share of
Common Stock for every five shares of Series A-1 Preferred Stock issued and
sold. The A-2 Warrant will be exercisable at any time prior to the fourth
anniversary of the Initial Closing at an exercise price of $3.44 per share to
purchase one share of Common Stock for every five shares of Series A-2
Preferred Stock issued and sold. The A-3 Warrants will be exercisable at any
time prior to the fourth anniversary of the Initial Closing at an exercise
price of 125% of the A-3 Purchase Price (or, between $4.06 and $6.25 per
share) to purchase one share of Common Stock for every five shares of Series
A-3 Preferred Stock issued and sold. At the Initial Closing, the Warrants
would be convertible, in the aggregate, into 1,669,231 shares of Common Stock,
assuming the maximum number of Series A-2 Preferred Stock and Series A-3
Preferred Stock is issued and sold. The exercise price of the Warrants will be
subject to adjustment for stock splits, stock dividends and similar events.
Cashless exercise will be permitted. Other than as described above, the
Warrants will have substantially similar terms, a form of which is included in
this filing.

         A copy of the form of Amended and Restated Certificate of
Incorporation of the Issuer and the form of the Warrants, each to be entered
into at the Initial Closing, are attached hereto as Exhibits 5 and 6,
respectively, and are incorporated herein by reference, and the description
herein of such certificate of designation and warrants are qualified in their
respective entireties by reference to such documents.

Item 7.  Material to be Filed as Exhibits

Exhibit 1        Purchase Agreement, dated as of January 29, 2004, by and
                 among the Issuer and the Funds (incorporated by reference to
                 Exhibit 10.1 to the Issuer's Form 8-K, dated January 29, 2004
                 (filed February 6, 2004)).

Exhibit 2        Voting Agreement, dated as of January 29, 2004, by and
                 between Steven Rothman and Howard Pavony (incorporated by
                 reference to Exhibit 99.9 to the Issuer's Form 8-K, dated
                 January 29, 2004 (filed February 6, 2004)).

Exhibit 3        Form of Shareholders' Agreement to be entered into by and
                 among the Issuer, the Funds, Howard A. Pavony and Steven H.
                 Rothman (incorporated by reference to Exhibit 99.3 to the
                 Issuer's Form 8-K, dated January 29, 2004 (filed February 6,
                 2004)).

Exhibit 4        Form of Registration Rights Agreement to be entered into by
                 and among the Issuer, the Funds, Howard A. Pavony and Steven
                 H. Rothman (incorporated by reference to Exhibit 99.4 to the
                 Issuer's Form 8-K, dated January 29, 2004 (filed February 6,
                 2004)).

Exhibit 5        Form of the Issuer's Amended and Restated Certificate of
                 Incorporation (incorporated by reference to Exhibit 99.1 to
                 the Issuer's Form 8-K, dated January 29, 2004 (filed February
                 6, 2004)).

Exhibit 6        Form of Warrant to Purchase Common Stock of the Issuer to be
                 issued to the Funds (incorporated by reference to Exhibit
                 99.8 to the Issuer's Form 8-K, dated January 29, 2004 (filed
                 February 6, 2004)).




                              S I G N A T U R E

         After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete,
and correct.


Date: February 9, 2004                       Pequot Capital Management, Inc.


                                                    /s/ Aryeh Davis
                                             ---------------------------------
                                             Aryeh Davis, General Counsel





                               INDEX TO EXHIBITS
                               -----------------

Exhibit          Description
- -------          -----------

Exhibit 1        Purchase Agreement, dated as of January 29, 2004, by and
                 among the Issuer and the Funds (incorporated by reference to
                 Exhibit 10.1 to the Issuer's Form 8-K, dated January 29, 2004
                 (filed February 6, 2004)).

Exhibit 2        Voting Agreement, dated as of January 29, 2004, by and
                 between Steven Rothman and Howard Pavony (incorporated by
                 reference to Exhibit 99.9 to the Issuer's Form 8-K, dated
                 January 29, 2004 (filed February 6, 2004)).

Exhibit 3        Form of Shareholders' Agreement to be entered into by and
                 among the Issuer, the Funds, Howard A. Pavony and Steven H.
                 Rothman (incorporated by reference to Exhibit 99.3 to the
                 Issuer's Form 8-K, dated January 29, 2004 (filed February 6,
                 2004)).

Exhibit 4        Form of Registration Rights Agreement to be entered into by
                 and among the Issuer, the Funds, Howard A. Pavony and Steven
                 H. Rothman (incorporated by reference to Exhibit 99.4 to the
                 Issuer's Form 8-K, dated January 29, 2004 (filed February 6,
                 2004)).

Exhibit 5        Form of the Issuer's Amended and Restated Certificate of
                 Incorporation (incorporated by reference to Exhibit 99.1 to
                 the Issuer's Form 8-K, dated January 29, 2004 (filed February
                 6 2004)).

Exhibit 6        Form of Warrant to Purchase Common Stock of the Issuer to be
                 issued to the Funds (incorporated by reference to Exhibit
                 99.8 to the Issuer's Form 8-K, dated January 29, 2004 (filed
                 February 6, 2004)).