SC 13D/A

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number:
Washington, D.C. 20549	3235-0145
SCHEDULE 13D	Expires: February 28, 2009
Under the Securities Exchange Act of 1934 (Amendment No. 4)*	Estimated average burden hours per response. . 14.5

Tier Technologies, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

88650Q100

(CUSIP Number)

Michael R. Murphy

Discovery Group I, LLC

191 North Wacker Drive

Suite 1685

Chicago, Illinois 60606

Telephone Number: (312) 265-9600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 30, 2008

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 ("Act") 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.   88650Q100
	1.	Names of Reporting Persons. Discovery Equity Partners, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Illinois
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.
			8.	Shared Voting Power 1,642,479
			9.	Sole Dispositive Power None.
			10.	Shared Dispositive Power 1,642,479
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,642,479
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 8.3%
	14.	Type of Reporting Person (See Instructions) PN

2

CUSIP No.   88650Q100
	1.	Names of Reporting Persons. Discovery Group I, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.
			8.	Shared Voting Power 1,908,463
			9.	Sole Dispositive Power None.
			10.	Shared Dispositive Power 1,908,463
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,908,463
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 9.7%
	14.	Type of Reporting Person (See Instructions) OO

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CUSIP No.   88650Q100
	1.	Names of Reporting Persons. Daniel J. Donoghue
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.
			8.	Shared Voting Power 1,908,463
			9.	Sole Dispositive Power None.
			10.	Shared Dispositive Power 1,908,463
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,908,463
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 9.7%
	14.	Type of Reporting Person (See Instructions) IN

4

CUSIP No.   88650Q100
	1.	Names of Reporting Persons. Michael R. Murphy
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.
			8.	Shared Voting Power 1,908,463
			9.	Sole Dispositive Power None.
			10.	Shared Dispositive Power 1,908,463
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,908,463
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 9.7%
	14.	Type of Reporting Person (See Instructions) IN

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Item 1.	Security and Issuer
	This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Tier Technologies, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 10780 Parkridge Boulevard, Suite 400, Reston Virginia 20191.  This Amendment No. 4 amends and supplements, as set forth below, the information contained in items 1, 3, 4, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on May 12, 2008, as amended by Amendment No. 1 thereto filed by the Reporting Persons on August 20, 2008, Amendment No. 2 thereto filed by the Reporting Persons on September 9, 2008 and Amendment No. 3 thereto filed by the Reporting Persons on October 20, 2008 (as so amended, the “Schedule 13D”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D.  Except as amended by this Amendment No. 4, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 4.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:
	The total purchase price for the 1,908,463 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of October 30, 2008 was approximately $15,977,206, and the total purchase price for the 1,642,479 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $13,761,104.  The source of such funds was the assets of Discovery Equity Partners and another private investment partnership (collectively, the “Partnerships”) over which Discovery Group exercises discretionary investment management authority, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnerships with a broker on customary terms and conditions.  The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended by adding the following as the fifth paragraph thereof:
	On October 28, 2008, Discovery Equity Partners received a letter dated October 27, 2008 from the Vice President and General Counsel of the Company stating that the Company had no record of having received the shareholder proposal submitted by Discovery Equity Partners under SEC Rule 14a-8 for inclusion in the Company’s proxy statement for the Company’s 2009 Annual Meeting of Stockholders.  As previously reported in the Schedule 13D, such shareholder proposal requested that the Board of Directors restore to stockholders their rights to directly influence the strategic direction and possible sale of the Company by (i) terminating the Company’s “poison pill” rights plan and (ii) reinstating the ability of stockholders owning at least 10% of the voting power to call special meetings of stockholders.  On October 30, 2008, Discovery Equity Partners sent a letter to the Vice President and General Counsel of the Company providing detailed evidence that Discovery Equity Partner’s proposal was properly submitted to the Company in the manner and within the time period required by SEC Rule 14a-8, and that representatives of the Company have been aware of the submission of such proposal since the time of such submission.  The description of the aforementioned letter of Discovery Equity Partners contained in this Schedule 13D is

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	qualified in its entirely by reference to the text of such letter, which is included as Exhibit 1 to this Amendment No. 4 and is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
	Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
	The information concerning percentages of ownership set forth below is based on 19,732,863 shares of Common Stock reported outstanding as of July 31, 2008 in the Company’s most recent Quarterly Report on Form 10-Q, for the period ended June 30, 2008.
	Discovery Equity Partners beneficially owns 1,642,479 shares of Common Stock as of October 30, 2008, which represents 8.3% of the outstanding Common Stock.
	Discovery Group beneficially owns 1,908,463 shares of Common Stock as of October 30, 2008, which represents 9.7% of the outstanding Common Stock.
	Mr. Donoghue beneficially owns 1,908,463 shares of Common Stock as of October 30, 2008, which represents 9.7% of the outstanding Common Stock.
	Mr. Murphy beneficially owns 1,908,463 shares of Common Stock as of October 30, which represents 9.7% of the outstanding Common Stock.
	Discovery Group is the sole general partner of Discovery Equity Partners and has sole discretionary investment authority with respect to the other Partnership’s investment in the Common Stock.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by both of the Partnerships, while Discovery Equity Partners shares beneficial ownership with Discovery Group and Messrs. Donoghue and Murphy of only the shares of Common Stock owned by it.
	The transactions in Common Stock effected by the Reporting Persons since the date of the most recent filing on Schedule 13D are set out in Exhibit 2 hereto.
	No person other than the Partnerships is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:
	There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnerships, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreements of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 4 included as Exhibit 3 to this Amendment No. 4, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 4 and Exhibit 5, respectively, to this Amendment No. 4.

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Item 7.	Material to be Filed as Exhibits
	Exhibit 1:Letter dated October 30, 2008 of Discovery Equity Partners to the Board of Directors of the Company.
	Exhibit 2:List of transactions by Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.
	Exhibit 3:Joint Filing Agreement dated as of October 31, 2008, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
	Exhibit 4:Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
	Exhibit 5:Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

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Signature

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.

October 31, 2008

Date

DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.

By:  Michael R. Murphy*

Signature

Michael R. Murphy, Managing Member

Name/Title

Daniel J. Donoghue*

Signature

Daniel J. Donoghue

Name/Title

Michael R. Murphy*

Signature

Michael R. Murphy

Name/Title

*By: /s/ Mark Buckley

Mark Buckley

Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy

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Exhibit Index

Exhibit 1:	Letter dated October 30, 2008 of Discovery Equity Partners to the Board of Directors of the Company.
Exhibit 2:	List of transactions by Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.
Exhibit 3:	Joint Filing Agreement dated as of October 31, 2008, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
Exhibit 4:	Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
Exhibit 5:	Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

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EX-1

EXHIBIT 1

Michael R. Murphy

Managing Partner

1 312 265 9605

mmurphy@thediscoverygroup.com

October 30, 2008

Mr. Keith S. Omsberg

Vice President and General Counsel

Tier Technologies, Inc.

10780 Parkridge Blvd., Suite 400

Reston, VA 20191

Dear Mr. Omsberg:

This letter is a response to your letter dated October 27, 2008, stating that Tier has no record of Discovery’s shareholder proposal.

The following information provides evidence that Discovery’s proposal was properly submitted in the manner and within the time period required by SEC Rule 14a-8.

1.On September 4, 2008, members of Discovery Group met with Tier CEO Ron Rossetti and Tier CFO Ron Johnston.  During this meeting, Discovery notified Tier that a 14a-8 shareholder proposal would be submitted shortly.  Discovery discussed the need for Tier shareholders to be able to explicitly express their opinions about the Tier Board’s elimination of the ability of shareholders to call a special meeting and the adoption of a poison pill.

2.On September 5, I spoke with Ron Johnston to confirm the timing of Tier’s elimination of the ability of shareholders to call a special meeting and the adoption of a poison pill.  I also confirmed the amendment of the poison pill threshold to 15%.  During this conversation, I notified Ron that Discovery was submitting a shareholder proposal.

3.Attached is a copy of the original shareholder proposal letter dated September 4, 2008.  According to Tier’s January 15, 2008 Proxy Statement: “Such proposals must be addressed to Tier Technologies, Inc., Attention: Corporate Secretary, 10780 Parkridge Boulevard, Suite 400, Reston, Virginia 20191 and received no later than September 17, 2008.”  The attached letter was sent to the Corporate Secretary at this address.

4.This letter was sent via Federal Express.  Attached is a Tracking ID Summary from Federal Express confirming delivery of the letter on 9/8/08 and signed for by an A. Taylor.  I spoke with Arlene Taylor of your company recently, and she confirmed that any document signed for by her and addressed to Deanne Tully, Corporate Secretary, would have been delivered to either you or your assistant Leah.

5.On September 8, 2008, Discovery amended its 13D filing.  Item 4 of the filing was specifically amended to include the entire text of the shareholder proposal.  Attached is a copy of that filing.

191 N. Wacker Drive, Suite 1685, Chicago, IL 60606

6.On September 9, I had a conversation with Ron Rossetti.  I alerted him of our proposal and pointed out that the entire text of the proposal was in a 13D submitted to both the SEC and to Tier.  He commented that he had just reviewed our recent 13D filing.

7.On September 29, 2009, Dan Donoghue with Discovery held a conversation with Ron Johnston, Tier CFO, during which Mr. Donoghue reiterated Discovery’s shareholder proposal.

8.On October 13th, Mr. Donoghue sent an email to Director Morgan Guenther.  It included the statement: “I am sure Ron made you aware that we submitted a formal Stockholder Proposal that will be included in the proxy for your next annual shareholder meeting.  Specifically, the proposal calls for the Board to revoke the Poison Pill and reinstate the shareholders’ right to call a special meeting. I thought it would be beneficial to the Board if we shared our concerns and perspectives on this matter.”

9.On October 21, 2008, Mr. Guenther responded with an email that stated … “As to the points raised in the first two paragraphs of your message, your views are noted and we are following up as appropriate.”

I am certain that this will clarify any misunderstanding or lack of communication that may have occurred amongst the various members of Tier’s management, employees, counsel, or directors regarding the receipt and timing of Discovery’s shareholder proposal.  However, given our uncertainty regarding your treatment of our correspondence, we feel that these facts and circumstances should be communicated in a Securities and Exchange Commission filing.  An amended 13D including this correspondence will be filed shortly.

Please respond immediately, acknowledging receipt of this letter.  You can respond to me by email at the email address in the heading of this letter.

Please also respond by November 4 that Tier acknowledges receipt of Discovery’s original shareholder proposal and confirms that it was properly submitted within the time period required by SEC Rule 14a-8 and will be included in Tier’s proxy statement for the 2009 Annual Meeting of Stockholders.  Please be advised that Discovery is prepared to take any dispute over these matters to the staff of the Securities and Exchange Commission.

Sincerely,
/s/ Michael R. Murphy
Michael R. Murphy
Managing Partner
Enclosures
cc:	Mr. Pat Maloney, Bell, Boyd & Lloyd
	Mr. Morgan Guenther
	Mr. Ronald L. Rossetti

2

ATTACHMENT 1

COPY OF TIER LETTER

[Tier Letterhead]

October 27, 2008

Discovery Group I, LLC

191 North Wacker Drive

Suite 1685

Chicago, Illinois 60606

Attention: Michael R. Murphy

Dear Mr. Murphy:

We have recently been made aware that Discovery Group believes that is has submitted a proposal for inclusion in the proxy statement for the upcoming annual meeting of stockholders of Tier Technologies, Inc. (“Tier” or the “Company”).

Tier has no record of having received such a proposal.  If you believe that you have properly submitted a proposal for inclusion in the proxy statement, please let me know.  In your response to this letter, please include the text of the proposal and, if available, evidence that the proposal and accompanying information was submitted to the Company in the manner required by Rule 14a-8.

We do not believe this letter constitutes a notice of deficiencies under Rule 14a-8, because we have no record of having received a proposal from you.  However, if this were deemed to be a notice of deficiencies, you would have 14 days from the date you receive this letter to respond.

Very truly yours,

/s/ Keith S. Omsberg

Vice President and General Counsel

10780 Parkridge Blvd. · Suite 400 · Reston, VA 20191 · Ph: 571.382.1000 · Fax: 571.382.1002

www.tier.com

ATTACHMENT 2

September 4, 2008

VIA FEDEX

Tier Technologies, Inc.

10780 Parkridge Boulevard

Suite 400

Reston, Virginia 20191

Attn:  Deanne M. Tully, Corporate Secretary

Dear Ms. Tully:

On behalf of Discovery Equity Partners, L.P. (“Discovery”), we hereby submit pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), the enclosed shareholder proposal (the “Proposal”) for inclusion in the Tier Technologies, Inc. (the “Company”) proxy statement for the Company’s 2009 Annual Meeting of Stockholders.

The Proposal requests that the Board of Directors terminate the Company’s “poison pill” rights plan and reinstate the ability of stockholders owning at least 10% of the voting power to call special meetings of stockholders.

Discovery is the record and beneficial owner of 500 shares of the Company’s common stock (the “Common Stock”) held in its own name and the beneficial owner of an additional 1,316,210 shares of Common Stock held in “street” name.  Discovery has held shares of Common Stock with a market value of at least $2,000 continuously for more than a year prior to the date of this letter.  A letter from Discovery’s broker, Charles Schwab, confirming such ownership is enclosed herewith.

In accordance with Rule 14a-8(b) under the Act, please be advised that it is Discovery’s intention to continue to own shares of the Common Stock having a market value in excess of $2,000 through the date on which the Company’s 2009 Annual Meeting is held.

As required by Rule 14a-8 under the Act, either the undersigned or another designated representative of Discovery will present the Proposal for consideration at the Company’s 2009 Annual Meeting.

It is our hope that the Board of Directors will do what is in the best interests of the Company’s shareholders by promptly taking the action suggested in the proposal.  There is no need to wait until the 2009 annual meeting to have the shareholders formally mandate the correct course of action.

191 N. Wacker Drive, Suite 1685, Chicago, IL 60606

In the meantime, if senior management or members of the Board of Directors would like to discuss our proposal or other matters related to the Company, we would be more than happy to arrange a meeting for such purpose.

	Sincerely,
	DISCOVERY EQUITY PARTNERS, L.P.
	By:  Discovery Group I, LLC, its General Partner
	By:	/s/  Daniel J. Donoghue
		Daniel J. Donoghue, Managing Member
Enclosure

ATTACHMENT 3

FedEx Billing Online

Express Tracking ID Detail

Tracking ID

Summary

Tracking ID Number :	796080565335
		Distance Based Pricing, Zone 4
		Fuel Surcharge - FedEx has
Account Number :	XXXX-X732-9	applied
Total Billed :	27.13
Status :	Paid CC

Sender Information

Kareema Cruz

Discovery Group

191 N Wacker Dr

CHICAGO   IL   60606

US

Recipient Information

ATTN: Deanne M. Tully, Corp. S

Tier Technologies, Inc.

10780 PARKRIDGE BLVD STE 400

RESTON ,  VA   20191

US

Original Reference
Customer	NO REFERENCE
Reference#	INFORMATION
Department#
RMA#
Reference #2
Reference #3

Shipment Details
Shipment Date	09/05/2008
Payment Type	Shipper
Service Type	FedEx Priority Overnight
Region Code	04
Package Type	FedEx Envelope
Pieces	1
Rated Weight	0.0  lbs
Meter No	7135635
Declared Value	0.00

Charges
Transportation Charge	20.35
Fuel Surcharge	6.32
Weekday Delivery	0.00
Automation Bonus Discount	-2.04
Direct Signature	2.50
Total Charges	USD $ 27.13

Proof of Delivery
Delivery Date	09/08/2008   08:39
Service Area Code	A1
Signed By	A.TAYLOR

Track Shipments/FedEx Kinko’s Orders

Detailed Results Quick Help

Tracking number	796080565335	Destination	RESTON, VA
Signed for by	A.TAYLOR	Delivered to	Receptionist/Front Desk
Ship date	Sep 5, 2008	Service type	Priority Envelope - Direct
Delivery date	Sep 8, 2008 8:39 AM		Signature Required
		Weight	0.5 lbs.
Status	Delivered
Signature image	Yes
available

Date/Time		Activity	Location	Details
Sep 8, 2008	8:39 AM	Delivered	RESTON, VA
	6:44 AM	On FedEx vehicle for delivery	HERNDON, VA
Sep 6, 2008	10:56 AM	At local FedEx facility	HERNDON, VA	Package not due for delivery
	10:56 AM	At local FedEx facility	HERNDON, VA
	8:16 AM	At local FedEx facility	HERNDON, VA
	6:06 AM	At dest sort facility	DULLES, VA
	3:55 AM	Departed FedEx location	MEMPHIS, TN
Sep 5, 2008	11:11 PM	Arrived at FedEx location	MEMPHIS, TN
	8:32 PM	Left FedEx origin facility	CHICAGO, IL
	6:04 PM	Picked up	CHICAGO, IL
	3:48 PM	Package data transmitted to FedEx

ATTACHMENT 4

Amendment No. 2 to Schedule 13D of Discovery Equity Partners, L.P., Discovery Group I, LLC, Daniel J. Donoghue and Michael R. Murphy with respect to Tier Technologies, Inc., dated September 9, 2008.

[Intentionally Omitted]

EX-2

EXHIBIT 2

TRANSACTIONS SINCE THE DATE OF THE MOST RECENT FILING ON SCHEDULE 13D

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company since the date of the most recent filing on Schedule 13D.  Such transactions involved the purchase of shares on the Nasdaq National Market System.

Date	Type	Price		Shares
10/20/2008	Purchase	$	4.70	500
10/20/2008	Purchase	7.75		4000
10/20/2008	Purchase	7.90		100
10/20/2008	Purchase	7.91		2300
10/20/2008	Purchase	5.07		700
10/20/2008	Purchase	5.10		4900
10/20/2008	Purchase	5.11		100
10/20/2008	Purchase	5.12		100
10/20/2008	Purchase	5.125		1300
10/20/2008	Purchase	5.13		600
10/20/2008	Purchase	5.145		300
10/20/2008	Purchase	5.17		300
10/20/2008	Purchase	5.22		100
10/20/2008	Purchase	5.24		100
10/20/2008	Purchase	5.245		100
10/20/2008	Purchase	5.2925		200
10/20/2008	Purchase	5.295		597
10/20/2008	Purchase	5.30		100
10/20/2008	Purchase	5.33		100
10/20/2008	Purchase	5.39		400
10/20/2008	Purchase	5.395		100
10/20/2008	Purchase	5.40		100
10/21/2008	Purchase	5.00		800
10/21/2008	Purchase	5.09		100
10/21/2008	Purchase	5.105		200
10/21/2008	Purchase	5.115		200
10/21/2008	Purchase	5.13		100
10/21/2008	Purchase	5.15		500
10/21/2008	Purchase	5.175		100
10/21/2008	Purchase	5.30		800
10/21/2008	Purchase	5.31		1700
10/21/2008	Purchase	5.34		5000
10/21/2008	Purchase	5.35		1900
10/22/2008	Purchase	5.15		1000
10/22/2008	Purchase	5.155		100
10/22/2008	Purchase	5.16		200

Date	Type	Price		Shares
10/22/2008	Purchase	$	5.18	500
10/22/2008	Purchase	5.20		1044
10/23/2008	Purchase	4.90		4000
10/23/2008	Purchase	4.93		200
10/23/2008	Purchase	4.935		200
10/23/2008	Purchase	4.96		2500
10/23/2008	Purchase	4.97		100
10/23/2008	Purchase	4.98		1000
10/23/2008	Purchase	4.99		15
10/23/2008	Purchase	5.00		5060
10/23/2008	Purchase	5.05		2000
10/24/2008	Purchase	4.98		3800
10/24/2008	Purchase	5.00		500
10/27/2008	Purchase	4.90		250
10/27/2008	Purchase	4.92		150
10/28/2008	Purchase	4.99		500
10/28/2008	Purchase	5.00		700
10/28/2008	Purchase	5.002		200
10/28/2008	Purchase	5.005		100
10/28/2008	Purchase	5.01		600
10/29/2008	Purchase	5.00		100
10/29/2008	Purchase	5.02		600
10/29/2008	Purchase	5.07		300

EX-3

EXHIBIT 3

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Amendment No. 4 to Schedule 13D to which this Agreement is attached.

Dated:  October 31, 2008
	DISCOVERY GROUP I, LLC
	for itself and as general partner of
	DISCOVERY EQUITY PARTNERS, L.P.
	By	Michael R. Murphy*
		Michael R. Murphy
		Managing Member
	Daniel J. Donoghue*
	Daniel J. Donoghue
	Michael R. Murphy*
	Michael R. Murphy
	*By:		/s/ Mark Buckley
			Mark Buckley
			Attorney-in-Fact for Daniel J. Donoghue
			Attorney-in-Fact for Michael R. Murphy

EX-4

EXHIBIT 4

POWER OF ATTORNEY

The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.

		/s/ Daniel J. Donoghue
		Daniel J. Donoghue
STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 28th day of April, 2008.

/s/ Kareema M. Cruz

Notary Public

EX-5

EXHIBIT 5

POWER OF ATTORNEY

The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.

		/s/ Michael R. Murphy
		Michael R. Murphy
STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 28th day of April, 2008.

/s/ Kareema M. Cruz

Notary Public