907410--3/31/2008--ESS_TECHNOLOGY

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Following the reincorporation merger, your rights as a shareholder will be governed by Delaware law instead of California law and you should note the differences. Your ability to sell or otherwise transfer your shares of ESS Delaware common stock between the closing of the reincorporation merger and the closing of the cash-out merger may be limited. Certain directors and executive officers of ESS California may have potential conflicts of interest in recommending that you vote to approve the principal terms of the reincorporation merger and adopt the merger agreement. In certain instances, the merger agreement requires payment of a termination fee to Imperium and reimbursement of expenses of Imperium. Payment of these amounts could adversely affect ESS California s financial condition or reduce the likelihood that another party proposes an alternative transaction to the mergers. Risks Related to the Company s Business We have a history of losses and expect to continue to incur net losses in the near-term. If our new business strategy is unsuccessful, it could significantly harm our business and operating results. Our business strategy is currently going through significant evaluation and change. Our business is highly dependent on the expansion of the consumer electronics market and our ability to respond to changes in such market. We operate in highly competitive markets. We may need additional funds to execute our business plan, and if we are unable to obtain such funds, we may not be able to expand our business, and if we do raise such funds, the shareholders ownership in ESS may be subject to dilution. To compete in our industry, we may need to acquire other companies and technologies and/or restructure our businesses, and we may not be successful acquiring key targets, integrating our acquisitions into our businesses or restructuring our businesses effectively. Our quarterly operating results are subject to fluctuations that may cause volatility or a decline in the price of our stock. We often purchase inventories based on sales forecasts and if anticipated sales do not materialize, we may continue to experience significant inventory charges. Our research and development investments may fail to enhance our competitive position. Our success within the semiconductor industry depends upon our ability to develop new products in response to rapid technological changes and evolving industry standards. Our sales may fluctuate due to seasonality and changes in customer demand. Our products are subject to increasing pricing pressures. We may lose business to competitors who have significant competitive advantages. Our business is dependent upon retaining key personnel and attracting new employees. Changes in stock option accounting rules may adversely impact our reported operating results prepared in accordance with generally accepted accounting principles, our stock price and our competitiveness in the employee marketplace. We rely on distributors for a significant portion of our revenues and if these relationships deteriorate our financial results could be adversely affected. Our customer base is highly concentrated, so the loss of a major customer could adversely affect our business. Because we are dependent upon a limited number of suppliers, we could experience delivery disruptions or unexpected product cost increases. We may not be able to adequately protect our intellectual property rights from unauthorized use and we may be subject to claims of infringement of third-party intellectual property rights. We have significant international sales and operations that are subject to the special risks of doing business outside the United States. Our products are manufactured by independent third parties. We have extended sales cycles, which increase our costs in obtaining orders and reduce the predictability of our earnings. Our products are subject to recall risks. The semiconductor industry is subject to cyclical variations in product supply and demand. The value of our common stock may be adversely affected by market volatility.

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907410--3/31/2008--ESS_TECHNOLOGY_INC