UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
IRONSTONE GROUP, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
463228-20-5
(CUSIP Number)
Donald S. Scherer
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 6, 1998
(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 which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(c), 13d-1(f) or 13d-1(g), check the following box [ ].
See Rule 13d-7(b) 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 the disclosures provided
in a prior cover page.
The information required in 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).
Exhibit Index on Page 20
Total Pages 21<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 2 of 21
1 Name of Reporting Person HAMBRECHT & QUIST GROUP
IRS Identification No. of Above Person 94-3246636
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 745,536*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 745,536*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 745,536*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 50.1%*
14 Type of Reporting Person CO
* See response to Item 5.<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 3 of 21
1 Name of Reporting Person HAMBRECHT & QUIST CALIFORNIA
IRS Identification No. of Above Person 94-2856927
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 745,536*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 745,536*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 745,536*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 50.1*
14 Type of Reporting Person CO
* See response to Item 5.<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 4 of 21
1 Name of Reporting Person HAMBRECHT & QUIST LLC
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 745,536*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 745,536*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 745,536*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 50.1%*
14 Type of Reporting Person OO
* See response to Item 5.<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 5 of 21
1 Name of Reporting Person HAMBRECHT & QUIST VENTURE PARTNERS
IRS Identification No. of Above Person 94-2949080
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 745,536*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 745,536*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 745,536*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 50.1%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 6 of 21
1 Name of Reporting Person H&Q VENTURES MANAGEMENT CO. LLC
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 745,536*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 745,536*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 745,536*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 50.1%*
14 Type of Reporting Person OO
* See response to Item 5.<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 7 of 21
1 Name of Reporting Person H&Q VENTURES IV
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 745,536*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 745,536*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 745,536*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 50.1%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 8 of 21
1 Name of Reporting Person VENTURE ASSOCIATES (BVI) LIMITED
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization Bermuda
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 745,536*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 745,536*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 745,536*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 50.1%*
14 Type of Reporting Person CO
* See response to Item 5.<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 9 of 21
1 Name of Reporting Person HAMQUIST
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF 8 Shared Voting Power 745,536*
SHARES
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 745,536*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 745,536*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 50.1%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 10 of 21
Item 1. Security and Issuer.
This Amendment to Schedule 13D relates to the common
stock (the "Common Stock") of Ironstone Group, Inc., a
Delaware corporation formerly known as Oxoco, Inc. (the
"Issuer"). The principal executive office of the Company is
located at 9665 Chesapeake Drive, Suite 430, San Diego,
California 92123.
Item 2. Identity and Background.
(a), (b) & (c) The following information is given
with respect to the persons filing this statement:
Hambrecht & Quist Group ("H&Q Group") is a publicly-
held Delaware corporation with its principal office at One
Bush Street, San Francisco, California 94104. In addition to
being engaged, through its indirect subsidiary, Hambrecht &
Quist LLC, in the investment banking and broker-dealer
businesses, H&Q Group, directly and through associated
entities, is engaged in the venture capital and money
management businesses. The directors and executive officers
of H&Q Group are the following:
Principal
Occupation
Name Position Address (Business)
Daniel H. Director, One Bush Street Same as
Case III Chairman, San Francisco, Position
CEO CA 94104
William R. Director, One Bush Street Same as
Timken Vice San Francisco, Position
Chairman CA 94104
Howard B. Director c/o Hambrecht & President,
Hillman Quist Auto-Trol
One Bush Street Technology
San Francisco, Corp.
CA 94104
William E. Director c/o Hambrecht & Founder,
Mayer Quist Development
One Bush Street Capital LLC
San Francisco,
CA 94104<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 11 of 21
Principal
Occupation
Name Position Address (Business)
William J. Director c/o Hambrecht & Professor,
Perry Quist Stanford
One Bush Street University
San Francisco,
CA 94104
Edmund H. Director c/o Hambrecht & Vice
Shea, Jr. Quist President,
One Bush Street J.F. Shea
San Francisco, Co., Inc.
CA 94104 (construction
and venture
capital)
David M. COO One Bush Street Same as
McAuliffe San Francisco, Position
CA 94104
Patrick J. CFO One Bush Street Same as
Allen San Francisco, Position
CA 94104
Steven N. Secretary One Bush Street Same as
Machtinger San Francisco, Position
CA 94104
Hambrecht & Quist California ("H&Q California") is a
California corporation wholly owned by H&Q Group, with its
principal office at One Bush Street, San Francisco,
California 94104. The directors and executive officers of
H&Q California are the following:
Principal
Occupation
Name Position Address (Business)
Daniel H. Director, One Bush Street Chairman,
Case III Chairman, San Francisco, CEO, H&Q
CEO CA 94104 Group
William R. Director, One Bush Street Vice
Timken Vice San Francisco, Chairman, H&Q
Chairman CA 94104 Group
<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 12 of 21
Principal
Occupation
Name Position Address (Business)
Howard B. Director c/o Hambrecht & President,
Hillman Quist Auto-Trol
One Bush Street Technology
San Francisco, Corp.
CA 94104
William E. Director c/o Hambrecht & Founder,
Mayer Quist Development
One Bush Street Capital LLC
San Francisco,
CA 94104
William J. Director c/o Hambrecht & Professor,
Perry Quist Stanford
One Bush Street University
San Francisco,
CA 94104
Edmund H. Director c/o Hambrecht & Vice
Shea, Jr. Quist President,
One Bush Street J.F. Shea
San Francisco, Co., Inc.
CA 94104 (construction
and venture
capital)
Patrick J. CFO One Bush Street CFO, H&Q
Allen San Francisco, Group
CA 94104
Steven N. Secretary One Bush Street Secretary,
Machtinger San Francisco, H&Q Group
CA 94104
Hambrecht & Quist LLC ("H&Q LLC"), a subsidiary of
H&Q California, is a Delaware limited liability company
engaged in the investment banking and securities brokerage
businesses, with its principal office at One Bush Street, San
Francisco, California 94104. H&Q California and Hambrecht &
Quist B/D Subsidiary Corp., a wholly owned subsidiary of H&Q
California, are the members of H&Q LLC. The directors and
executive officers of Hambrecht & Quist LLC are the
following:<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 13 of 21
Principal
Occupation
Name Position Address (Business)
Daniel H. Director, One Bush Street Same as
Case III Chairman, San Francisco, Position
CEO CA 94104
William R. Director, One Bush Street Same as
Timken Vice San Francisco, Position
Chairman CA 94104
Paul L. Vice One Bush Street Same as
Hallingby Chairman San Francisco, Position
CA 94104
Christina M. Co-Director One Bush Street Same as
Morgan of San Francisco, Position
Investment CA 94104
Banking
David M. Co-Director One Bush Street Same as
McAuliffe of San Francisco, Position
Investment CA 94104
Banking and
COO
Bruce M. Director of One Bush Street Same as
Lupatkin Research San Francisco, Position
CA 94104
Patrick J. CFO One Bush Street Same as
Allen San Francisco, Position
CA 94104
Steven N. Secretary One Bush Street Same as
Machtinger San Francisco, Position
CA 94104
Hambrecht & Quist Venture Partners ("H&Q Venture
Partners"), is a California limited partnership formed in
1984 to manage venture capital funds with its principal
office at One Bush Street, San Francisco, California 94104.
The general partners of H&Q Venture Partners are H&Q
California and H&Q Ventures Management Co. LLC.
H&Q Ventures Management Co. LLC is a Delaware limited
liability company formed in 1998 to serve as one of the
general partners of H&Q Venture Partners. Its sole member
and manager is William Easterbrook, whose principal<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 14 of 21
occupation is serving as Advisory Director of H&Q Venture
Partners.
H&Q Ventures IV is a California limited partnership
formed in 1984 to make venture capital investments with
principal offices at One Bush Street, San Francisco,
California 94104. The general partner is H&Q Venture
Partners (described above).
Venture Associates (BVI) Limited ("Venture
Associates") is a British Virgin Islands corporation formed
in 1969 with principal offices at Burnaby Building, P.O. Box
HM 1368, Hamilton HM FX, Bermuda. H&Q Venture Partners
currently acts as investment manager for Ventures Associates.
The directors and executive officers of Ventures Associates
are the following:
Principal
Occupation
Name Position Address (Business)
Melvin R. Chairman P.O. Box 720 Consultant
Seiden Pawling, NY
(United 12564
States)
Sir Charles Director Shepherd House Retired
Fraser and Inveresk
(United President Midlothian EH21
Kingdom) 7TH
Scotland
Gerard Director Rolinco N.V. Managing
de Bruin Coolsingel 120 Director,
(The NL-3011 AG Robeco Bank
Netherlands) Rotterdam
The Netherlands
Michael Director Oak Lodge Retired
Kennedy Inveresk
Musselburgh
Midlothian EH21
7TH
Scotland
Michael J. Vice c/o Venture Same as
Drew President Associates Position
22 Church St.,
P.O. Box HM 1186
Hamilton HM 11,
Bermuda<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 15 of 21
Principal
Occupation
Name Position Address (Business)
Donald E. Treasurer c/o Venture Same as
van Raalte Associates Position
22 Church St.,
P.O. Box HM 1186
Hamilton HM 11,
Bermuda
Susan Secretary c/o Venture Same as
Fairhurst Associates Position
22 Church St.,
P.O. Box HM 1186
Hamilton HM 11,
Bermuda
Hamquist is a California limited partnership formed
in 1982 for the purpose of allowing employees and others
connected with H&Q California to make venture capital
investments on a pooled basis. Its principal office is at
One Bush Street, San Francisco, California 94104. The
general partner is H&Q California.
(d) & (e) To the best knowledge of the reporting
persons, during the last five years none of the reporting
persons or their officers, directors or controlling persons
has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to 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.
(f) All individuals referred to above are United
States citizens unless otherwise indicated.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used to purchase the Common Stock
described herein was in each case the working capital of the
acquiring entity.<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 16 of 21
Item 4. Purpose of Transaction.
The reporting persons purchased the securities of the
Issuer to obtain or to increase their respective equity
interests in the Issuer. Depending on market conditions and
other factors, the reporting persons may, at any time or from
time to time, sell all or some of their securities of the
Issuer, or may purchase additional securities of the Issuer
in the open market or in private transactions.
Except as set forth above, the reporting persons have
no plans or proposals which relate to or would result in the
following types of transactions or events:
(a) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company
or any of its subsidiaries;
(b) a sale or transfer of a material amount of assets
of the Company or any of its subsidiaries;
(c) any change in the present board of directors or
management of the Company, including any plans or proposals
to change the number or term of directors or fill any
existing vacancies on the board;
(d) any material change in the present capitalization
or dividend policy of the Company;
(e) any other material change in the Company's
business or corporate structure;
(f) changes in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any
person;
(g) causing a class of securities of the Company to
be delisted from a national securities exchange or cease to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(h) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act; or
(i) any action similar to those enumerated above.<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 17 of 21
Item 5. Interest in Securities of the Issuer.
(a) & (b) Reference is made to Items 7-11 and 13 of
each of the cover pages to this Schedule, which Items are
incorporated by reference herein. According to information
furnished to the reporting persons by the Issuer, there were
1,487,851 shares of Common Stock issued and outstanding as of
a recent date. The following persons directly own the
following shares of Common Stock:
Common Stock
Person Directly Owned
H&Q Group 4,596
H&Q California 242,904
H&Q LLC 3,656
H&Q Venture Partners 128,875
H&Q Ventures IV 131,989
Venture Associates 230,965
Hamquist 2,551
_______
TOTAL 745,536
=======
Voting and investment decisions concerning the above
securities may be made by or in conjunction with the other
reporting persons. Accordingly, each of the reporting
persons may be deemed a member of a group that shares voting
and dispositive power over all of the above securities, in
which case each reporting person would be deemed to have
beneficial ownership of an aggregate of 745,536 shares of
Common Stock, which is 50.1% of the outstanding Common Stock
(calculated in accordance with Rule 13d-3(d)(1)(i) of the
Exchange Act). Although the reporting persons are reporting
such securities as if they were members of a group, the
filing of this Schedule shall not be construed as an
admission by any reporting person that it is a beneficial
owner of any securities other than those directly held by
such reporting person.
Under the definition of "beneficial ownership" in
Rule 13d-3 under the Exchange Act, it is also possible that
the individual general partners, directors, executive
officers, members, and/or managers of the foregoing entities
might be deemed the "beneficial owners" of some or all of the
securities to which this Schedule relates in that they might
be deemed to share the power to direct the voting or
disposition of such securities. Neither the filing of this
Schedule nor any of its contents shall be deemed to<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 18 of 21
constitute an admission that any of such individuals is, for
any purpose, the beneficial owner of any of the securities to
which this Schedule relates, and such beneficial ownership is
expressly disclaimed.
The reporting persons are not aware of any other
persons named in Item 2 above who beneficially own any shares
of Common Stock of the Issuer. The reporting persons believe
that William R. Hambrecht is the beneficial owner of 346,754
shares of Common Stock, representing 23.3% of the outstanding
Common Stock. Although Mr. Hambrecht is not now named in
Item 2 above, he was previously affiliated with the reporting
persons, including as a director and officer of H&Q Group and
H&Q California and as one of the two general partners of H&Q
Venture Partners. Mr. Hambrecht resigned his positions from
H&Q Group and H&Q California as of January 1, 1998, and he
withdrew as a general partner of H&Q Venture Partners as of
April 6, 1998. Accordingly, Mr. Hambrecht is not now a
beneficial owner of the securities reported in this
Schedule 13D.
(c) During the past 60 days, the reporting persons
did not effect any transactions in the Issuer's securities.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
None of the reporting persons is a party to any
contract, arrangement, understanding or relationship with
respect to any securities of the Issuer, including but not
limited to the transfer or voting of any securities of the
Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
(a) Joint Filing Undertaking.<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 19 of 21
Signatures
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
DATED: May 11, 1998
HAMBRECHT & QUIST GROUP H&Q VENTURES MANAGEMENT CO.
LLC
By: /s/ Patrick J. Allen By: /s/ Jackie A. Berterretche
_________________________ __________________________
Patrick J. Allen Jackie A. Berterretche
Chief Financial Officer Attorney-in-Fact
HAMBRECHT & QUIST CALIFORNIA H&Q VENTURES IV
By: /s/ Patrick J. Allen By: /s/ Jackie A. Berterretche
_________________________ __________________________
Patrick J. Allen Jackie A. Berterretche
Chief Financial Officer Attorney-in-Fact
HAMBRECHT & QUIST LLC VENTURE ASSOCIATES (BVI)
LIMITED
By: /s/ Patrick J. Allen By: /s/ Jackie A. Berterretche
_________________________ __________________________
Patrick J. Allen Jackie A. Berterretche
Chief Financial Officer Attorney-in-Fact
HAMBRECHT & QUIST VENTURE HAMQUIST
PARTNERS
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 20 of 21
EXHIBIT INDEX
Exhibit 1 Joint Filing Undertaking Page 21<PAGE>
CUSIP No. 463228-20-5 SCHEDULE 13D Page 21 of 21
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto,
hereby execute this agreement as an exhibit to this Amendment
to Schedule 13D to evidence the agreement of the below-named
parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Amendment to
Schedule 13D and any subsequent amendment jointly on behalf of
each of such parties.
DATED: May 11, 1998.
HAMBRECHT & QUIST GROUP H&Q VENTURES MANAGEMENT CO.
LLC
By: /s/ Patrick J. Allen By: /s/ Jackie A. Berterretche
_________________________ __________________________
Patrick J. Allen Jackie A. Berterretche
Chief Financial Officer Attorney-in-Fact
HAMBRECHT & QUIST CALIFORNIA H&Q VENTURES IV
By: /s/ Patrick J. Allen By: /s/ Jackie A. Berterretche
_________________________ __________________________
Patrick J. Allen Jackie A. Berterretche
Chief Financial Officer Attorney-in-Fact
HAMBRECHT & QUIST LLC VENTURE ASSOCIATES (BVI)
LIMITED
By: /s/ Patrick J. Allen By: /s/ Jackie A. Berterretche
_________________________ __________________________
Patrick J. Allen Jackie A. Berterretche
Chief Financial Officer Attorney-in-Fact
HAMBRECHT & QUIST VENTURE HAMQUIST
PARTNERS
By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche
__________________________ __________________________
Jackie A. Berterretche Jackie A. Berterretche
Attorney-in-Fact Attorney-in-Fact<PAGE>
