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Disclosure for Ditech Networks, Inc.

I, Mike Crawford, certify that this report reflects my personal beliefs about this company and that no portion of my compensation was, is or will be directly or indirectly related to the specific recommendations or views discussed in this report.

• B. Riley & Co., LLC does and seeks to do business with companies covered in its research reports
• A portion of this analyst’s compensation is based on the investment banking activities of B. Riley & Co., LLC.
• This analyst, or a member of this analyst’s household who is financially dependent on this analyst or vice versa, holds a Long Stock position in the security covered in this report.
• Alan Howe, Independent Contractor of B. Riley & Co., LLC, is a director of this company.

Initiated Coverage on 12/04/2002 with "Buy" Rating and Price Target of $5.35

Ratings Distribution as of September 9, 2010				% with Investment Banking Relationships
Rating	Number of Companies	Percent of Total		Rating	Number of Companies	Percent of Total
Buy	82	75.9%		Buy	3	100.0%
Neutral	25	23.1%		Neutral	0	0.0%
Sell	1	0.9%		Sell	0	0.0%
Total	108	100%		Total	3	100%

Explanation of B. Riley & Co. LLC’s Rating System

• Buy: We generally expect "Buy" rated stocks to materially outperform both the S&P 500 and Russell 2000 as well as other stocks in their sector. Further, we believe that the potential reward relative to the potential risk is particularly attractive.
• Neutral: We generally believe "Neutral" rated stocks will perform roughly in line with the S&P 500 and Russell 2000 over the intermediate and long term.
• Sell: We generally expect "Sell" rated stocks to materially underperform both the S&P 500 and Russell 2000 as well as other stocks in their sector. Further, we believe that the potential reward relative to the potential risk is particularly unattractive.

Risks and Considerations

• Competition - The industry is highly competitive and many of the Company's competitors have greater resources.
• General Industry - The Company could miss our estimates and/or their financial guidance.
• See the Company's SEC filings, particularly its 10-K filing, for a discussion of further potential risks.