1


                                                                Exhibit D

                               Form of Opinion of

                       Townsend and Townsend and Crew LLP

         1. The portions of the Registration Statement and the Prospectus
entitled "Risk Factors -- Uncertainty Relating to Patents and Proprietary
Rights" and "Business --Patents and Proprietary Rights," (together, the "Patent
Paragraphs") are accurate and complete statements or summaries of the matters
set forth therein.

         2. There are no legal or governmental proceedings, other than patent
applications pending, relating to patent rights of the Company, to which the
Company is a party, and, to our knowledge, no such proceedings are threatened or
contemplated by governmental authorities or others and no basis for any such
proceedings exist.

         3. To our knowledge, the Company has not received any communication in
which it is alleged that the Company is infringing or violating patent rights of
third parties.

         4. The Company owns or possesses licenses or other rights to use all
patents, trade secrets, trademarks, service marks or other proprietary
information or materials necessary to conduct the business now being or proposed
to be conducted by the Company as described in the Prospectus.

         5. Although we have not independently verified the accuracy and
completeness of the statements contained in the Registration Statement and the
Prospectus, nothing has come to our attention that would cause us to believe
that, at the time the Registration Statement became effective under the
Securities Act of 1933, as amended, the description and statements in the Patent
Paragraphs of the Registration Statement contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements made therein not misleading; or as of the
date of the Prospectus or the date of this opinion, the description and
statements in the Patent Paragraphs of the Prospectus contained or contain any
untrue statement of a material fact or omitted or omit to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.

         We hereby consent to the reference to our firm under the caption
"Experts" in the Registration Statement.