UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended                           Commission File Number 0-21138
    June 30, 2002


                                 INPRIMIS, INC.
             (Exact name of registrant as specified in its charter)

         Florida                                         59-2479377
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

    1601 Clint Moore Road
     Boca Raton, Florida

    (Address of principal                                   33487
      executive offices)                                 (Zip Code)

                                 (561) 997-6227
              (Registrant's telephone number, including area code)

              (Former name, former address and former fiscal year
                          if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                   Yes X No___

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

         Class                                               Outstanding as of
         -----                                                August 15, 2002
  Common stock, par value                                     ---------------
      $.01 per share                                             58,910,020


                                       -1-

<PAGE>

                         INPRIMIS, INC. AND SUBSIDIARIES
                 Form 10-QSB for the Quarter Ended June 30, 2002

                                      INDEX

                                                                           Page
                                                                           ----
Part I.  FINANCIAL INFORMATION

  Item 1.   Financial Statements

                  Condensed Consolidated Balance Sheet
                   (unaudited) as of June 30, 2002.....................     3

                  Condensed Consolidated Statements of
                   Operations (unaudited) for the three and six
                   months ended June 30, 2002 and 2001 ................     4
..
                  Condensed Consolidated Statements of
                   Cash Flows (unaudited) for the six
                   months ended June 30, 2002 and 2001.................     5

                  Notes to Condensed Consolidated
                   Financial Statements (unaudited)....................     6

  Item 2.   Management's Discussion and Analysis of
                  Financial Condition and Results of
                   Operations..........................................    15

Part II. OTHER INFORMATION

  Item 1.         Legal Proceedings....................................    26

  Items 2-3.      Not applicable.......................................    26

  Item 4.         Submission of Matters to a Vote of
                   Security Holders....................................    27-28

  Item 5.         Other Information....................................    28

  Item 6.         Exhibits and Reports on Form 8-K.....................    29

  Signatures...........................................................    30


                                       -2-

<PAGE>

PART I.  Item 1.

                        INPRIMIS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                        (In thousands except share data)
                                                                    June 30,
                                                                      2002
                                                                 ---------------
                                     ASSETS

Current assets:
   Cash and equivalents........................................        $ 1,199
   Trade receivables, net......................................            155
   Prepaid expenses and other current assets...................            230
                                                                 ---------------
      Total current assets.....................................          1,584
 Property and equipment, net...................................            418
 Technology licenses...........................................          1,047
 Other assets..................................................             32
                                                                 ---------------
      Total assets.............................................         $3,081
                                                                 ===============

                      LIABILITIES AND DEFICIENCY IN ASSETS


Current liabilities
   Accounts payable ...........................................        $ 2,025
   Deferred revenue ...........................................            310
   Short term note payable.....................................            208
   Due to stockholder..........................................          1,081
   Accrued expenses and other current liabilities .............            622
                                                                 ---------------
      Total current liabilities ...............................          4,246
                                                                 ---------------

Minority interest..............................................            617
                                                                 ---------------

Commitments and contingencies

Deficiency in assets

   Preferred stock, par value $.01 per share, 5,000,000
    shares authorized; none issued and outstanding                          --
   Common stock, par value $.01 per share, 200,000,000
    Shares authorized, 58,910,020 issued and outstanding.......            589
   Additional paid-in capital .................................         41,509
   Accumulated deficit.........................................        (43,880)
                                                                 ---------------
      Total deficiency in assets...............................         (1,782)
                                                                 ---------------
        Total liabilities and deficiency in assets.............        $ 3,081
                                                                 ===============


           See notes to condensed consolidated financial statements.


                                       -3-

<PAGE>

                         INPRIMIS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (In thousands except per share data)

<TABLE>
<CAPTION>

                                                                 Three Months             Six Months
                                                                 Ended June 30,          Ended June 30,
                                                                ---------------         ---------------
                                                                2002       2001         2002       2001
                                                                ----       ----         ----      -----
<S>                                                         <C>        <C>          <C>        <C>
Net sales
  Product sales........................................     $     73   $    228     $    716   $    389
  Engineering services.................................          576        946        1,117      1,599
                                                             -------    -------      -------    -------
       Total...........................................          649      1,174        1,833      1,988
Cost of goods sold.....................................        1,010        988        2,573      2,962
                                                             -------    -------      -------    -------
  Gross profit (loss)..................................         (361)       186         (740)      (974)
                                                             --------   -------      --------   --------
Operating expenses:....................................
  Research and development.............................          171        176          295        304
  Management fee from a related party..................          181         --          181         --
  Selling, general and administrative..................        1,197        788        2,402      1,756
                                                             -------    -------      -------    -------
  Total operating expenses.............................        1,549        964        2,878      2,060
                                                             -------    -------      -------    -------
Loss from operations...................................       (1,910)      (778)      (3,618)    (3,034)
Non-operating income (expense), net....................           (4)        76           (1)       164
                                                             --------   -------      --------   -------
Loss before income taxes...............................       (1,914)      (702)      (3,619)    (2,870)
Income taxes...........................................           --         --            1          2
                                                             -------    -------      -------    -------
Net loss before minority interest......................       (1,914)      (702)      (3,620)    (2,872)
Minority interest in net loss..........................          159         --          167         --
                                                             -------    -------      -------    -------
Net Loss...............................................     $ (1,755)  $   (702)    $ (3,453)  $ (2,872)
                                                            =========  =========    =========  =========
Net loss per share (basic and diluted).................     $  (0.03)  $  (0.06)    $  (0.08)  $  (0.25)
                                                            =========  =========    =========  =========
Weighted average
  shares outstanding................................          58,910     11,624        45,572    11,624
                                                              ======     ======        ======    ======
</TABLE>

           See notes to condensed consolidated financial statements.


                                       -4-
<PAGE>

                         INPRIMIS, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                     Six Months
                                                                                   Ended June 30,
                                                                                 ------------------
                                                                               2002              2001
                                                                       ---------------   ----------------
<S>                                                                    <C>               <C>
Cash provided by (used in):
Operating activities:
   Net loss.....................................................            $ (3,453)         $ (2,872)
   Depreciation and amortization................................                 367               348
   Common stock options issued as compensation..................                 138                --
   Minority interest in loss of subsidiary......................                (167)               --
   Changes in assets and liabilities ...........................               2,322            (1,779)
                                                                              ------           -------
     Net cash used in operating activities......................                (793)           (4,303)
                                                                            --------          --------
Investing activities:
   Payment received on note from Boundless .....................                  --                63
   Capital expenditures.........................................                 (29)             (102)
   Purchase of technology licenses..............................              (1,170)               --
                                                                            --------            ------
     Net cash used in investing activities......................              (1,199)              (39)
                                                                             -------            ------
Financing activities:
   Net proceeds from issuance of common stock...................                 945                12
   Proceeds from note payable...................................                 208                --
   Proceeds from minority investment in new subsidiary..........               1,600                --
                                                                              ------            ------
     Net cash (used in) provided by financing activities........               2,753                12
                                                                             -------            ------
Net increase in cash and equivalents ...........................                 761            (4,330)
Cash and equivalents, beginning of period ......................                 438             5,454
                                                                              ------           -------
Cash and equivalents, end of period ............................            $  1,199          $  1,124
                                                                            ========          ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the six months for income taxes                          $      1          $      2
                                                                            ========          ========
  Non-cash investing and financing activities:
   Capital lease obligation incurred for equipment
   purchases                                                                $     --          $     65
                                                                            ========          ========
  Decrease in note receivable from Boundless as an offset
   for payment against the minimum purchase guarantee
   and accounts payable to Boundless                                        $     --          $    562
                                                                            ========          ========
</TABLE>


           See notes to condensed consolidated financial statements.


                                       -5-
<PAGE>

Basis of Presentation and Going Concern

         Nature of Business. The Company provides design services for
Internet-based information and entertainment appliances. In addition, the
Company develops hardware and set-top box reference platforms that can be
quickly adapted to meet specific customer product requirements. These platforms
include integrated computer designs, such as set-top boxes, for a variety of
high-speed communications, including DSL (Digital Subscriber Line), cable, and
satellite networks. The Company provides customized design and development
services and licenses its designs to customers on a royalty basis. The Company
provides software-intensive engineering services related to the integration of
software and hardware. The Company has recently decided that it will offer its
own digital set top box as a product, which will be sold to solution providers
in key vertical markets such as hospitality and healthcare. The Company has
recently decided to also develop additional products around the set-top box and
interactive market place. The Company recently announced truNetTV software which
makes it possible for users of interactive TV-based systems in hotels and
hospitals to gain access to mainstream PC and Server applications directly from
their television sets. This business model is intended to provide the Company
with revenue streams from both engineering design services, royalties from the
deployed design, and from product sales.

          Basis of Presentation: The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-QSB for quarterly
reports under section 13 or 15 (d) of the Securities and Exchange Act of 1934.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included and such adjustments are of
a normal recurring nature. Operating results for the three and six months ended
June 30, 2002 are not necessarily indicative of the results that may be expected
for the year ending December 31, 2002. The audited financial statements at
December 31, 2001 which are included in the Company's Annual Report on Form 10K
should be read in conjunction with these condensed consolidated financial
statements.

         Going Concern. The accompanying condensed consolidated financial
statements have been prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has experienced net operating losses since 1997,
negative cash flows in 1999, 2000, and 2001, and as of June 30, 2002, had an
accumulated deficit of $44.0 million. Cash used in operations for the years
ended December 31, 1999, 2000, and 2001 was $6.1 million, $8.2 million, and $4.9
million respectively. The Company did have a net cash increase of $0.8 million
for the six months ended June 30, 2002, which was primarily the result of
financing activities. The Company's cash position of $1.2 million as of June 30,
2002 includes $1.0 million of cash that is held by the Company's 51% owned
subsidiary, EnerLook Healthcare Solutions, Inc. This cash is to be used only for
the operations of this subsidiary. The Company continued to have negative cash
flow from operations for the three months and six months ended June 30, 2002. It
is likely that the Company's operations will continue to incur negative cash
flows in 2002. Such conditions, among others, give rise to substantial doubt
about the Company's ability to continue as a going concern for a reasonable
period of time. The condensed consolidated financial statements do not include
any adjustments relating to the recoverability and classification of recorded
asset


                                      -6-
<PAGE>

amounts or the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern.

         Management Plans. The Company has transitioned its business from being
primarily a data communications products manufacturer to being a provider of
software and system solutions-based services. The Company has implemented
efforts to bring its expense structure in line with the reduced levels of
revenue being achieved. The Company's historical sales results and its current
backlog do not give the Company a basis or sufficient visibility and
predictability to indicate that the required higher sales levels might be
achieved. The Company's future success will depend on the Company increasing its
revenues and reducing its expenses to enable the Company to match more closely
its revenue expectations. The change in strategy to also focus on developing new
products is required to obtain the necessary increase in sales. This change will
require the Company to have additional working capital to finance receivables
and inventory. The Company will require additional capital, and there can be no
assurance that any such required capital will be available on terms acceptable
to the Company, if at all, at such time or times as required by the Company. The
Company on January 3, 2002 completed a transaction with Ener1 Holdings, Inc.,
which resulted in additional capital of $1,000,000 and has received additional
funding from Ener1 Holdings, Inc. as loans and intercompany advances in the
amount of $1,300,000 which does not mitigate the requirement that the Company
must achieve positive cash flows in the near term and seek additional capital.
It is anticipated that the Company will experience a significant net loss in the
third quarter of 2002.

Recent Developments and Subsequent Events

Proposed Acquisition of Ener1 Holdings, Inc.'s battery business and additional
funding

         The Company announced on May 9, 2002 that it has agreed in principle to
acquire the development stage battery business of its 80% stockholder, Ener1
Holdings, Inc. In addition Ener1 Holdings Inc has agreed in principle to make an
additional investment of up to $2.0 million depending on the Company's working
capital needs. The investment is not contingent on the completion of the battery
company acquisition. As of June 30, 2002, the Company received $0.9 million
towards the Companys working capital requirement. This amount is non-interest
bearing, due on demand and included in Due to Stockholder on the accompanying
condensed consolidated balance sheet. As of August 15, 2002 the Company has
received in total from Ener1 Holdings, Inc. $1.3 million. Consummation of the
transaction is subject to required shareholder and regulatory approvals, due
diligence, negotiations, and execution of definitive agreements and other
conditions. In connection with the transaction, Ener1 Holdings plans to provide
the battery company with funding of $4.7 million for the development of its
battery related business. Despite the anticipated combined $6.7 million capital
infusion, assuming the completion of the merger, the management of both
companies noted that additional financing will be required in order to implement
their business plans and that no commitments for such additional financing have
been received.


                                      -7-
<PAGE>

Transition to a Products Company

         The Company has recently decided to increase its efforts in developing
products around the set-top box and interactive TV market place. On April 8,
2002 the Company announced that it was developing a software product named
truNetTV, which makes possible for users of interactive TV-based systems in
hotels and hospitals to gain access to mainstream PC and Server applications
directly from their television sets. The Company will also continue to market
its own set top box. This business model is intended to provide the Company with
revenue streams from both engineering design services, royalties from deployed
design, and from product sales.  Product sales were $73,000 in the second
quarter and are likely to be at approximately the same level in the third
quarter.  It will take time to penetrate new markets.

Ener1 Transaction

          The Company and Ener1 Holdings, Inc entered into a Securities Purchase
Agreement (the "Agreement") whereby Ener1Holdings, Inc., on January 3, 2002 (the
"Initial Closing"), acquired a controlling interest in the Company. Under the
Agreement, Ener1 Holdings, Inc. agreed to purchase 47,126,416 shares of the
Company's common stock, at a price of $.0254634 per share, for an aggregate
purchase price of $1.2 million (the "Original Purchase Price"). The shares
purchased by Ener1 Holdings, Inc. represent 80% of the issued and outstanding
capital stock of the Company. At the Initial Closing, the Company issued
12,500,001 shares of the Company's common stock (the "Initial Shares") to Ener1
Holdings, Inc., representing a majority of the issued and outstanding common
stock of the Company on that date. The remaining 34,626,415 shares of the
Company's common stock (the "Remaining Shares") were to be issued by the Company
to Ener1 Holdings, Inc. upon (1) the automatic conversion of a convertible
promissory note in the principal amount of $481,785 (the "Convertible Note")
into 18,917,597 shares of the Company's common stock and (2) the release from
escrow of 15,708,821 shares of the Company's common stock, each such event to
take place upon the approval by the Company's shareholders of an increase in the
number of authorized shares of common stock sufficient for the issuance of the
Remaining Shares.

         On February 22, 2002, the Original Purchase Price was reduced by
$200,000 to $1,000,000 (the "Adjusted Purchase Price") under the terms of the
Securities Purchase Agreement because the Company did not meet certain
stockholder equity targets for December 31, 2001. The $200,000, by which the
Original Purchase Price was reduced, was loaned to the Company by Ener1
Holdings, Inc. and is payable to Ener1Holdings Inc. on February 22, 2003.

         On March 11, 2002, the Company amended its Articles of Incorporation to
increase the number of authorized shares of Common Stock to provide for the
issuance of the Remaining Shares, and the Remaining Shares were issued to Ener1
Holdings, Inc. on March 15, 2002 (the "Subsequent Issuance Date").

         Of the Adjusted Purchase Price, $680,000 was paid to the Company at the
Initial Closing in consideration of the Initial Shares and the Convertible Note,
and $200,000 was paid to the Company out of escrow on the Subsequent Issuance
Date. $120,000 of the Adjusted Purchase Price was in escrow as a holdback of
part of the Adjusted Purchase Price for any breach by the Company of any of its
representations, warranties or covenants made in the Securities Purchase
Agreement. On April 10, 2002 the Company received from Escrow the $120,000 that
was being held back.


                                      -8-
<PAGE>

EnerLook Health Care Solutions, Inc.

            On February 21, 2002 the Company incorporated EnerLook Health Care
Solutions, Inc. ("EnerLook"). EnerLook is 51% owned by the Company and 49% owned
by EDLook, LLC. EDLook, LLC committed to contribute $1.6 million for its 49%
contribution, of which $0.8 million was received as of March 21, 2002 and $0.8
was received on April 24, 2002. The details of the shareholder agreement have
been finalized and is included as an exhibit to the 10-QSB filing. The Company's
capital contribution will be limited to its management assistance to develop a
business plan and to manage the early stages of a business that has been
established to pursue the delivery of services for those customers who use the
Company's set-top box. The Company is also contributing its technology expertise
to the joint venture. The capital raised for this new business is restricted to
the new business opportunity and cannot be used to fund the current business. As
of March 31, 2002 the capital contributed by EDLook, LLC was $0.8 million.
Therefore as of March 31, 2002 the Company has a 67.5% interest in this
subsidiary, which was reduced to 51% on April 10, 2002 when the additional $0.8
million was received.


Termination of Eduard Will

                 On March 28, 2002, the Company's Board of Directors voted to
terminate Eduard Will from his position as Chief Executive Officer and President
of the Company. As a result of his termination, under the terms of Mr. Will's
employment agreement, Mr. Will is entitled to receive six months salary in the
aggregate amount of $181,000, foregone vacation pay in the aggregate amount of
$15,530 and travel reimbursement through December 31, 2001. In addition, options
held by Mr. Will to purchase 116,667 shares of the Company's common stock became
immediately exercisable upon his termination and may be exercised until
September 28, 2002.

On March 29, 2002 Mr. Will tendered his resignation from our Board of Directors.


Exit from the Data Communications products business

        The Company embarked upon a plan in early 2000 to transition from being
primarily a data communications products manufacturer to its new focus on
providing engineering services. The Company announced in July 2000 that it no
longer would offer data communications products to the marketplace. In
conjunction with this transition, the Company decided to change the name of the
Company from Boca Research, Inc. to Inprimis, Inc. The Company did not have any
data communications sales in either of the three and six months ended June 30,
2002 and June 30, 2001.

Agreement between Inprimis, Inc. and Zoom Telephonics ("Zoom")

        As previously reported, on July 28, 2000, the Company concluded a
definitive agreement with Zoom (the "Agreement") pursuant to which Zoom acquired
certain of the Company's assets, including selected trademark rights, such as
Global Village(TM), to Global Village and Boca Research branded products, and
certain Web domain names. Under the Agreement, the Company continues to support
all the products it has already shipped or will ship and remains responsible for
warranty, returns and technical support for these products, although technical
support has been outsourced to Zoom in order to provide customers with a single
point of contact. Zoom, acting as a master distributor, had the right to sell
products from the Company's inventory, utilizing the Global Village and Boca
Research brand names. Zoom has the right to


                                      -9-
<PAGE>

introduce new products within both product lines. In general, except for minor
royalty payments, no payments were received except that the Company is entitled
to be paid a purchase price based on the sales performance schedule as follows:
$500,000 if sales by Zoom of the Company's existing product lines over an
initial 12 month period exceed $12 million; $1.0 million if sales by Zoom of the
Company's existing product lines over the subsequent 12 month period exceed $19
million; and $2.0 million if sales by Zoom of the Company's existing product
lines over the subsequent and final 12 month period exceed $24 million. The
determination of the purchase price was arrived at by negotiation among the
parties. Zoom has not to date offered any of the Company's previous data
communications products; therefore, it is unlikely that the Company will receive
any purchase price payment under the performance schedule above.

Revenue Recognition

                Revenue from engineering services contracts is recognized as the
work is performed. Contracts are either time-and-material or fixed-price in
nature. With time-and-material type contracts, revenue is calculated by
multiplying the number of hours worked by the contractually agreed upon rate per
hour. With fixed-price type contracts, revenue is calculated by applying the
percentage of completion method, which is based on the ratio of total hours
incurred to date to the total estimated hours. Revenue recognition must satisfy
several factors depending on the nature of the contract. These factors include
the completion of certain contractual milestones, which is verified by the
customer before revenue is recognized, and a calculation of the costs incurred
and an estimated cost to complete to determine if costs are in excess of
potential revenue. Contracts generally allow for modification of the number of
hours or the stated deliverables via change orders based upon the actual work
required to complete a project and upon agreement between the Company and its
customer(s). The Company records a loss in the current period during which a
loss on a project appears probable. The amount of such loss is the reasonably
estimated loss on the project and is recorded immediately upon determination
that the loss is probable. The Company is doing business with a number of start
up companies. Generally accepted accounting principles require that
collectibility must be reasonably assured before revenue is recognized. The
Company evaluates each of its customers who are in a start up mode and assesses
its ability to pay and the customer's recent history of payments before the
Company recognizes revenue for services performed. Revenue from product
licensing is recognized as earned pursuant to the terms of the related contract,
which generally occurs when the Company ships equipment in conjunction with such
license. Amounts received but unearned as of June 30, 2002 are recorded as
deferred revenue at June 30, 2002.

Technology Licenses

        During the six months ended June 30, 2002, the Company capitalized
approximately $1.0 million for licenses related to the set-top box technology.
Management believes that this technology and the related set-top boxes will not
be fully developed and marketable with this technology until mid 2004 and the
Company will not generate significant revenues from the sale of set-top boxes
with this technology until that time. Based on this, the Company is currently
not amortising the licenses.  These licenses will be reviewed for impairment
in accordance with SFAS No. 144.


                                      -10-
<PAGE>

Related Party Transaction

        During the six months ended June 30, 2002, Ener1 Holdings, Inc., the
parent company, incurred expenses on behalf of the Company, including payroll,
advisory services and other administrative expenses, totaling approximately
$181,000. These advances are non-interest bearing and due on demand and are
included in Due to Stockholders on the balance sheet.

Trade Receivables

        Trade receivables are presented net of an allowance for doubtful
accounts of $12,030 as of June 30, 2002.

Comprehensive Income (Loss)

        Comprehensive income includes all changes in equity during a period
except those resulting from investment by owners and distributions to owners.
The Company's comprehensive loss equals its net loss for the three and six
months ended June 30, 2002 and 2001, and net loss is the only component of
comprehensive loss for such periods.

Net Loss per Share

           The Company computes net loss per share under Statement of Financial
Accounting Standards ("SFAS") No. 128, " Earnings Per Share", which requires a
dual presentation of basic and diluted earnings per share on the face of the
statement of operations. Basic earnings per share excludes dilution and is
computed by dividing income or loss attributable to common shareholders by the
weighted-average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were converted into common
stock, but such securities or contracts are excluded if their effects would be
anti-dilutive. The Company excluded stock options to purchase 1,689,446 and
2,366,100 common shares from the weighted-average shares outstanding calculation
for the three months and six months ended June 30, 2002 and 2001, respectively,
as their effect was anti-dilutive.

Commitments and Contingencies

        The Company receives communications from time to time alleging that
certain of the Company's products infringe the patent rights of other third
parties. The Company cannot predict the outcome of any such claim, which may
arise in the future, or the effect of any such claim on the Company's operating
results or financial condition.

        The Company has been named a co-defendant in an action brought in the
United States District Court for the District of Massachusetts, by NEC
Technologies, Inc. ("NEC"). The suit alleges that the Company supplied modem
hardware to NEC, which was combined by NEC with software supplied by another
co-defendant, Ring Zero Systems, Inc. NEC was subsequently sued for patent
infringement by PhoneTel Communications, Inc. ("PhoneTel"), allegedly as a
result of NEC's combination of modem hardware and software supplied by the
vendors in its personal computer products. NEC alleges that the Company and Ring
Zero are obligated to indemnify NEC for NEC's costs of defense and settlement of
the PhoneTel suit, in the amount of $327,000. This action was dismissed without
prejudice on April 25, 2000; however, the reason for the


                                      -11-
<PAGE>

dismissal was entirely procedural, and there has been no resolution of the
substantive dispute. The Company anticipates that NEC will refile this action in
an appropriate jurisdiction in the near future. The Company continues to
evaluate the claim, but cannot predict at this time whether the claim will have
a material adverse effect on the Company's operating results, financial
condition, or cash flows.

         The Company and its Boca Global, Inc. subsidiary have been named
co-defendants in an action brought in the District Court of South Dakota, by
Gateway, Inc. ("Gateway"). Global Village, Inc. had contracted to supply its
FaxWorks software to be bundled with Gateway PCs. Gateway's complaint against
the Company and Boca Global, Inc. alleges that either or both of these entities
assumed the liabilities of Global Village, Inc. with respect to the FaxWorks
product. Gateway reportedly will pay between $5 million and $6 million to settle
litigation brought by PhoneTel, for which Gateway has sought indemnification
from the Company, Boca Global, Inc., and an unrelated co-defendant. On January
19, 2001, a motion to dismiss was granted with respect to Inprimis, Inc. Boca
Global, Inc. remains as a defendant. While the Company believes that Boca
Global, Inc. will be able to assert numerous defenses to the liability, the
Company is unable to estimate what impact, if any, this claim will have upon the
Company's financial statements, given the preliminary nature of the claim.

Stockholders' Equity

        During the three months ended March 31, 2002, the transaction with Ener1
Holding, Inc. was concluded and the Company received $880,000 less $55,000 for
legal fees associated with the transaction for a net of $825,000. On April 8,
2002 an additional $120,000 was received in connection with the Ener1 Holdings,
Inc. transaction, which was being held in Escrow. Also, the Company formed a
subsidiary during the three months ended March 31, 2002, from which the Company
received $800,000 for 32.5% of the Company. On April 10, 2002 an additional
$800,000 was received which brought the minority interest in the subsidiary to
49% as of June 30, 2002.

        The majority of the Company's stock options have variable plan
accounting treatment because of re-pricing existing options during 2001. The
price of the Company's common stock was at $0.15 as of June 30, 2002, which is
greater than the $0.05 option price. This resulted in an increase in additional
paid in capital and a charge to earnings of approximately $138,000 for the six
months ended June 30, 2002.

        During the three month period ended March 31, 2002, 2,000 shares of
common stock were issued in connection with purchases by employees through the
Employee Stock Purchase Plan. The aggregate proceeds received from these
exercises were $51.

Stock Option Plan

        During the six month period ended June 30, 2002, the Company granted
options to purchase 115,000 shares at prices ranging between $0.10-$0.13 per
share. Included in this number was 100,000 shares granted to Eduard Will, the
former President and Chief Executive Officer who was terminated on March 28,
2002. The Company received shareholder approval on May 6, 2002 for the adoption
of a new stock option plan.


                                      -12-
<PAGE>

Recently Issued Accounting Pronouncements and Interpretations.

         In June 2001, the Financial Accounting Standards Board ("FASB") issued
two new pronouncements: Statement of Financial Accounting Standards ("SFAS") No
141, "Business Combinations," and SFAS No.142, "Goodwill and Other Intangible
Assets." SFAS No. 141 is effective as follows: a) use of the pooling-of-interest
method is prohibited for business combinations initiated after June 30, 2001;
and b) the provisions of SFAS 141 apply to all business combinations accounted
for by the purchase method that are completed after June 30, 2001 (that is, the
date of the acquisition is July 2001 or later). There are also transition
provisions that apply to business combinations completed before July 1, 2001,
that were accounted for by the purchase method. SFAS No. 142 is effective for
fiscal years beginning after December 15, 2001 for all goodwill and other
intangible assets recognized in an entity's statement of financial position at
that date, regardless of when those assets were initially recognized. SFAS No.
142 specifies that goodwill and some intangible assets will no longer be
amortized but instead will be subject to periodic impairment testing. Adopting
SFAS Nos. 141 and 142 did not have a material impact on the Company's financial
statements, although future acquisitions may be affected by these statements.

         In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." In August 2001, the FASB issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 143
requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred and a corresponding
increase in the carrying amount of the related long-lived asset. Subsequently,
the asset retirement cost should be allocated to expense using a systematic and
rational method over its useful life. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. The Company is currently assessing the impact of
SFAS No. 143 and therefore, at this time, cannot reasonably estimate the effect
of these statements on its financial condition, results of operations and cash
flows.

          SFAS No. 144 addresses financial accounting and reporting for the
impairment of long-lived assets and for long-lived assets to be disposed of. It
supersedes, with exceptions, SFAS No 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" and is effective
for fiscal years beginning after December 15, 2001. Adopting SFAS No 144 did not
have a material impact on the Company's financial statements.

         In April 2002, the FASB issued SFAS No.145, Rescission of FASB
Statement No's. 4, 44, and 64, Amendment of FASB Statement No.13 and Technical
Corrections. This statement, among other things, eliminates an inconsistency
between required accounting for certain sale-leaseback transactions and provides
for other technical corrections. Management believes adoption of this statement
will not have a material effect on the financial statements of the Company.

         In June 2002, the FASB issued SFAS No.146, Accounting for Costs
Associated with Exit or Disposal Activities. This statement addresses accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3. The statement is effective
for exit or disposal costs initiated after December 31, 2002, with early


                                      -13-
<PAGE>

application encouraged. The Company has not yet adopted this statement, and
management has not determined the impact of this statement on the financial
statements of the Company.


                                      -14-
<PAGE>

Item 2.

                         INPRIMIS, INC. AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report on Form 10-QSB contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
23E of the Securities Act of 1934, as amended. These statements relate to the
Company's expectations regarding future events or future financial performance.
Any statements contained in this report that are not statements of historical
fact may be deemed forward-looking statements. In some cases, forward-looking
statements can be identified by terminology such as "may," "will," "should,"
"expect," "plan," "anticipate," "intend", "believe," "estimate," "predict,"
"potential" or "continue," or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially.

Although the Company believes that the expectations reflected in the
forward-looking statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance or achievements. Moreover, neither the
Company, nor any other entity, assumes responsibility for the accuracy and
completeness of the forward-looking statements. The Company is under no
obligation to update any of the forward-looking statements after the filing of
this Form 10-QSB to conform such statements to actual results or to changes in
the Company's expectations.

The following discussion should be read in conjunction with the Company's
condensed consolidated financial statements, related notes and the other
financial information appearing elsewhere in this Form 10-QSB. Readers are also
urged to carefully review and consider the various disclosures made by the
Company, which attempt to advise interested parties of the factors which affect
the Company's business, including without limitation, the disclosures made under
the caption "Certain Factors That May Affect Future Performance."


                                      -15-
<PAGE>

        As an aid to reviewing the Company's results of operations for the three
and six months ended June 30, 2002 and 2001, the following table sets forth the
financial information as a percentage of net sales and the percentage change
from the comparable period in 2001.

<TABLE>
<CAPTION>
                                                  Three Months                           Six Months
                                                  Ended June 30,         Percent         Ended June 30,         Percent
                                                 2002        2001        Change         2002        2001        Change
                                                 ----        ----                       ----        ----
<S>                                             <C>         <C>         <C>            <C>         <C>           <C>
Net sales..................................      100.0 %     100.0 %     (44.7)%        100.0 %     100.0 %         (7.8)%
Cost of goods sold.........................      155.6        84.2         2.2          140.4       149.0          (13.1)
                                                 -----       -----                     ------      ------
   Gross profit (loss).....................      (55.6)       15.8          *           (40.4)      (49.0)            *
Operating expenses.........................
 Research and development..................       26.4        15.0         2.8           16.1        15.3           (3.0)
 Management fee to related party...........       27.9                      *             9.7                         *
 Selling, general and administrative.......      184.4        67.1        74.9          131.2        88.3           47.1
                                                ------       -----                     ------       -----
   Total operating expenses................      238.7        82.1        60.7          157.0       103.6           39.7
                                                ------       -----                     ------       -----
Loss from operations.......................     (294.3)      (66.3)      145.5         (197.4)     (152.6)          19.2
Non-operating income, net (expense) net....        (.6)        6.5      (105.3)           0.0         8.2         (100.6)
                                                -------      -----                     ------      ------
Loss before income tax benefit.............     (294.9)      (59.8)      172.6         (197.4)     (144.4)          26.1
Income tax.................................        0.0         0.0          *            (0.1)        0.1           50.0
                                                ------       -----                     ------      ------
Net loss before minority interest..........     (294.9)      (59.8)      172.6         (197.5)     (144.5)          26.0
Minority interest in net loss..............       24.5         0.0          *             9.1         0.0             *
                                                ------       -----                     ------      ------
Net loss after minority interest share.....     (270.4) %    (59.8) %    150.0%        (188.4) %   (144.5) %        20.2%
                                                ======= =    ====== =                  ======= =   ======= =
* Not applicable
</TABLE>

Results of Operations

       Net Sales. The Company's net sales decreased 44.7% to $0.6 million for
the three months ended June 30, 2002 from $1.2 million for the three months
ended June 30, 2001. For the six months ended June 30, 2002 net sales decreased
7.8% to $1.8 million from $2.0 million for the six months ended June 30, 2001.
Sales for the three months ended June 30, 2002 consisted of $0.5 million from
contract engineering and $0.1 million from prototype and products sales. Sales
for the three months ended June 30, 2001 consisted of $1.0 million for contract
engineering and $0.2 million from prototype and product sales arising from
engineering contracts. Sales for the six months ended June 30, 2002 consisted of
$1.1 million for contract engineering and $0.7 million for product sales. This
compares to the six months ended June 30, 2001 where sales consisted of $1.6
million in contract engineering and $0.4 million in product sales. In 2002 the
Company has embarked on an effort to de-emphasize contract engineering services
and focus on developing products associated with its set-top box designs. The
Company's set-top box, interactive iTV devices are currently being targeted at
the hospital and lodging markets.  These markets will take time to develop and
product sales are likely to be insignificant in the third quarter.

       Gross Loss The Company recorded a negative gross profit of $0.4 million,
for the three months ended June 30, 2002 as compared to a gross profit of $0.2
million for the three months ended June 30, 2001. For the six months ended June
30, 2002 the Company reported a negative gross profit of $0.7 million compared
to a negative gross profit of $1.0 million for the six


                                      -16-
<PAGE>

months ended June 30, 2001. The Company's negative gross profit for the three
and six months ended June 30, 2002 was the result of engineering costs being
charged to projects that exceeded recognized revenue for the project. This
situation can be caused by a number of factors such as under pricing of the
project, inefficiency of the engineers, and difficulties encountered in the
project. The larger negative gross margin for the six months ended June 30, 2001
was due to an excessive amount of engineering staff that the Company had in
anticipation of contracts that did not materialize. This was corrected by the
second quarter ended June 30, 2001 where a combination of less engineering staff
and an in increase engineering service revenue resulted in a small gross profit
of $0.2 million reported for this period.

       Research and Development Expenses. Research and development expenses were
approximately the same for the three and six months ended June 30, 2002 and June
30, 2001. It is anticipated that research and development costs will increase in
subsequent quarters as the Company focuses on developing new products. Some of
these increases in costs will be an allocation from cost of sales to research
and development as the Company de-emphasizes contract engineering.

       Selling, General, Administrative Expenses including Management Fee from a
Related Party: These expenses increased to $1.4 million in the three months
ended June 30, 2002, from $0.8 million in the three months ended June 30, 2001.
Selling, general, administrative, and management fee from a related party
expenses as a percentage of net sales was 212.3% in the three months ended June
30, 2002 and 67.1% in the three months ended June 30, 2001. The increase in
these expenses was the result of $0.2 million incurred in the Company's 51%
owned subsidiary, EnerLook Healthcare Solutions, Inc., $0.1 million in stock
compensation costs, $0.2 million of management charges from Ener1 Holdings,
Inc., and $0.1 million for consulting expenses. For the six months ended June
30,2002 these expenses increased to $2.6 million from $1.8 million for the six
months ended June 30, 2002. These expenses as a percentage of net sales was
140.9% in the six months ended June 30, 2002 and 88.3% in the six months ended
June 30, 2001.

         Selling, general, administrative and management fee from a related
party expenses as a percentage of net sales will continue to fluctuate and will
be influenced by the level of sales. Theses expenses are likely to be different
for a service business than for a products business. Therefore, as the Company
moves towards a products Company it is anticipated that these expenses will
increase.

LIQUIDITY AND CAPITAL RESOURCES

        The Company's working capital as of December 31, 2001 was a deficit of
$0.9 million and as June 30, 2002 the Company's working capital was a deficit of
$2.7 million. Therefore during the period from December 31, 2001 through June
30, 2002, the Company's working capital decreased by $1.8 million. This decrease
in working capital was primarily a result of an increase in accounts payable of
$1.0 million, an increase in a related party payable to Ener1 Holdings, Inc. of
$1.1 million, an increase in deferred revenue of $0.1 million, increase in short
term note payable of $0.2 million, a decrease in other current assets, excluding
cash, of $0.2 million offset by an increase in cash of $0.8 million. The
Company's cash position as of June 30, 2002 was $1.2 million compared to a cash
position of $0.4 million as of December 31, 2001.


                                      -17-
<PAGE>

The Company's cash position of $1.2 million as of June 30, 2002 includes $1.1
million of cash that is held by the Company's 51% owned subsidiary, EnerLook
Healthcare Solutions, Inc. This cash is to be used for the operations of this
subsidiary. The subsidiary's operations used cash of $0.5 million for the six
months ended June 30, 2002 and the subsidiary's operations will continue to use
cash for the foreseeable future.

        The Company incurred substantial operating losses in 1998, 1999, 2000,
2001, and in the first six months of 2002 and it is likely that cash flow from
operations will be negative in the foreseeable future. An unfavorable outcome of
the legal contingencies (see "Commitments and Contingencies") would also have an
adverse affect on the Company's cash flow. Such conditions raise substantial
doubt that the Company will be able to continue as a going concern for a
reasonable period of time.

    The Company has transitioned its business from being primarily a data
communications products manufacturer to being a provider of software and system
solutions-based services. The Company has implemented efforts to bring its
expense structure in line with the reduced levels of revenue being achieved. The
Company's historical sales results and its current backlog do not give the
Company sufficient basis and visibility or predictability to indicate that the
required higher sales levels might be achieved. The Company's future success
will depend on the Company increasing its revenues and reducing its expenses to
enable the Company to match more closely its revenue expectations. The change in
strategy to also focus on developing new products is required to obtain the
necessary increase in sales. This change will require the Company to have
additional working capital to finance receivables and inventory. The Company
will require additional capital, and there can be no assurance that any such
required capital will be available on terms acceptable to the Company, if at
all, at such time or times as required by the Company. On January 3, 2002 the
Company completed a transaction with Ener1 Holdings, Inc., which resulted in
additional capital of $1,000,000. Ener1 Holdings, Inc has made $1,300,000 of
additional cash advances from January 3, 2002 to August 15, 2002, which does not
mitigate the requirement that the Company must achieve positive cash flows in
the near term and seek additional capital. It is anticipated that the Company
will experience a significant net loss in the third quarter of 2002.

         The Company has recently decided to increase its efforts in developing
product around the set-top box and interactive TV market place. On April 8, 2002
the Company announced that it was developing a software product named truNetTV,
which makes it possible for users of interactive TV-based systems in hotels and
hospital to gain access to mainstream PC and Server applications directly from
their television sets. The Company will also continue to market its own set- top
box. These initiatives will require substantial capital.

         The Company and Ener1 Holdings, Inc. ("Ener1") entered into a
Securities Purchase Agreement, (the "Agreement") whereby Ener1, on January 3,
2002 (the "Initial Closing"), acquired a controlling interest in the Company.
Under the Agreement, Ener1 agreed to purchase 47,126,416 shares of the Company's
common stock, at a price of $.0254634 per share, for an aggregate purchase price
of $1.2 million (the "Original Purchase Price"). The shares purchased by Ener1
represent 80% of the issued and outstanding capital stock of the Company. At the
Initial Closing, the Company issued 12,500,001 shares of the Company's common
stock (the "Initial Shares") to Ener1, representing a majority of the issued and
outstanding common stock of the Company on that date. The remaining 34,626,415
shares of the Company's common stock


                                      -18-
<PAGE>

(the "Remaining Shares") were to be issued by the Company to Ener1 upon (1) the
automatic conversion of a convertible promissory note in the principal amount of
$481,785 (the "Convertible Note") into 18,917,597 shares of the Company's common
stock and (2) the release from escrow of 15,708,821 shares of the Company's
common stock, each such event to take place upon the approval by the Company's
shareholders of an increase in the number of authorized shares of common stock
sufficient for the issuance of the Remaining Shares.

         On February 22, 2002, the Original Purchase Price was reduced by
$200,000 to $1,000,000 (the "Adjusted Purchase Price") under the terms of the
Securities Purchase Agreement because the Company did not meet certain
stockholder equity targets for December 31, 2001. The $200,000, by which the
Original Purchase Price was reduced, was loaned to the Company by Ener1 and is
payable to Ener1 on February 21, 2003.

         On March 11, 2002, the Company amended its Articles of Incorporation to
increase the number of authorized shares of Common Stock to provide for the
issuance of the Remaining Shares, and the Remaining Shares were issued on March
15, 2002 (the "Subsequent Issuance Date").

         Of the Adjusted Purchase Price, $680,000 was paid to the Company at the
Initial Closing in consideration of the Initial Shares and the Convertible Note,
and $200,000 was paid to the Company out of escrow on the Subsequent Issuance
Date. $120,000 of the Adjusted Purchase Price was in escrow as a holdback of
part of the Adjusted Purchase Price for any breach by the Company of any of its
representations, warranties or covenants made in the Securities Purchase
Agreement. On April 10, 2002 the Company received from Escrow the $120,000 that
was being held back.

         On February 21, 2002 the Company incorporated EnerLook Health Care
Solutions, Inc. ("EnerLook"). EnerLook is 51% owned by the Company and 49% owned
by EDLook, LLC. EDLook, LLC committed to contribute $1.6 million for its 49%
contribution, of which $0.8 million was received as of March 21, 2002 and $0.8
million was received on April 24, 2002. The details of the shareholder agreement
has not been finalized as of May 15, 2002. The Company's capital contribution
will be limited but will offer instead its management assistance to develop a
business plan and to manage the early stages of a business that has been
established to pursue the delivery of services for those customers who use the
Company's set-top box. The Company is also contributing its technology expertise
to the joint venture. The capital raised for this new business is restricted to
the new business opportunity and cannot be used to fund the current business. As
of March 31, 2002 the capital contributed by EDLook, LLC was $0.8 million.
therefore at this date the Company had a 67.5% interest in this subsidiary,
which was reduced to 51% on April 10, 2002 when the additional $0.8 million was
received. It is anticipated that this joint venture will required additional
funding in the future to fully execute its business plan.

        The Company regularly evaluates acquisitions of businesses, technologies
or products complementary to the Company's business. In the event that the
Company pursues one or more acquisitions, the Company's limited cash balances
may be utilized to finance such acquisitions and additional sources of liquidity
such as debt or equity financing will in all likelihood be required for such
acquisitions or to meet working capital needs. There can be no assurance that


                                      -19-
<PAGE>

additional capital beyond the amounts forecasted by the Company will not be
required or that any such required capital will be available on terms acceptable
to the Company, if at all, at such time or times as required by the Company.

Commitments and Critical Accounting Policies

          The Company has no significant commitments as of June 30, 2002.

         The accounting principles applied by the Company for which acceptable
alternative principles are available is the use of APB 25 compared to SFAS 123,
related to recording employee stock compensation. The Company continues to apply
the intrinsic method of measuring employee stock compensation under APB 25 and
disclose the effects of measuring the compensation using the fair value method
prescribed in SFAS 123 which is consistent with the treatment employed by most
public companies.

         Revenue from engineering services contracts is recognized as the work
is performed. Contracts are generally either time-and-materials or fixed-price
in nature. With time-and-materials type contracts, revenue is calculated by
multiplying the number of hours worked times the contractually agreed upon rate
per hour. With fixed-price type contracts, revenue is calculated by applying the
percentage of completion method. The Company did not have a significant amount
of work under a fixed price contract as of June 30, 2002. The nature of
consulting work for software and hardware development projects can cause
difficulties in estimating the cost of completion on fixed cost contracts.
Contracts generally allow for modification of the number of hours or the stated
deliverables via change-orders based upon the actual work required to complete a
project and upon agreement between the Company and its customer(s). The Company
records a loss in the current period during which a loss on a project appears
probable. The amount of such loss is the reasonably estimated loss on the entire
project and is recorded immediately upon determination that the loss is
probable. Revenue from product licensing or software royalties is recognized as
earned pursuant to the terms of the related contracts, which generally occurs
when the Company ships equipment in conjunction with such license or software.
Amounts received but unearned as of June 30, 2002 are recorded as deferred
revenue.

Certain Factors That May Affect Future Performance

         In addition to the other information in this Form 10-QSB, readers
should consider carefully the following factors that may affect the future
performance of the Company.

Lack of Liquidity, Capital Resource Difficulties and History
of Operating Losses:

         The Company has incurred substantial operating losses in 1997, 1998,
1999, 2000, 2001. Although cash and cash equivalents were $1.2 million as of
June 30, 2002, the Company's net cash used in operating activities was $0.6
million for the three months ended June 30, 2002. Also of the $1.2 million
included in cash and cash equivalents as of June 30, 2002, $1.1 million is
reserved for EnerLook Health Care Solutions operations. The Company's working
capital was a deficit of $2.6 million as of June 30, 2002. Furthermore, it is
likely that the Company's


                                      -20-
<PAGE>

operations will continue to consume cash in the foreseeable future. An
unfavorable outcome of the legal contingencies would also have an adverse affect
on the Company's cash flow. Such conditions give rise to substantial doubt that
the Company will be able to continue as a going concern.

         Management has attempted to take steps to bring the Company's expense
structure in line with the reduced revenue levels being achieved. In April 2001,
the Company reduced the number of employees from 53 to 37. In July 2001, the
Company implemented a 20% salary reduction for its five management personnel and
a 10% salary reduction for other positions. In September 2001, the Company
implemented further temporary salary reductions. As of December 31, 2001, the
Company had 31 full time employees. In July 2002 the Company had additional
staff reductions which brought the Company's full time employment to 26. The
Company will continue to use its best efforts to reduce costs to match
forecasted revenues. The alignment of sales and expenses is the key to cash flow
and to preserving the Company's limited cash resources. As the Company moves
back into the products business substantial capital may be required to support
working capital needs. The Company uses its best efforts to secure partial
advance payments on product orders. As is customary in the engineering service
business, the Company will pursue advance payment on engineering service
contracts to further reduce the working capital requirements for carrying
accounts receivables. However, in the near term, the Company believes it must
achieve the aforementioned financial goals in order to continue to operate.

Transition of the Company: Unproven Business Plan and Limited Experience

        The Company embarked upon a plan in early 2000 to transition from being
primarily a data communication products manufacturer to a focus on providing
engineering services. Currently, the Company has very limited experience
providing these services, and there can be no assurances that the Company will
succeed in implementing its as-yet unproven business plan. Risks associated with
this transition include:

    a.  the existence of a limited number of network operators and information
appliance manufacturers that have deployed products and services using the
Company's technology;

    b.  potential delays in deploying high-speed networks and internet-enhanced
services and applications by the Company's customers;

    c.  an unproven business model, which depends on revenues from engineering
services and royalty fees paid by information appliance manufacturers and
network operators;

    d.  potential inability of the Company to expand its engineering and design
staff, increase its sales or marketing activities, and invest in its
technological infrastructure; and

    e.  the Company's severely distressed financial condition including limited
liquidity and capital resources.


                                      -21-
<PAGE>

Uncertainty in Development of an Evolving Industry

         The market for intelligent computing devices is emerging and the
potential size of this market and the timing of its development are not known.
As a result, the profitability of the Company is uncertain and anticipated
revenues may not materialize. The Company is dependent upon the broad acceptance
by business and consumers of a wide variety of intelligent computing devices,
which depend on many factors, including:

       a.  the development of content and applications for intelligent computing
devices;

       b.  the willingness of large numbers of businesses and consumers to use
devices such as handheld and palm-size PC's and handheld industrial data
collectors to perform functions currently carried out manually or by traditional
PC's, including inputting and sharing data, communicating among users and
connecting to the Internet; and

       c.  the evolution of industry standards that facilitate the distribution
of content over the Internet to these devices via wired and wireless
telecommunications systems, satellite, or cable.

         There can be no assurances that the Company will succeed in achieving
its goals, and its failure to do so would have a material adverse effect on its
business, prospects, financial condition and operating results and the Company's
ability to continue as a going concern.

Software Development and Services Market: Low Barriers to Entry

         The market for software development and services is becoming
increasingly competitive. Increased competition may result in price reductions,
lower gross margins, and loss of market share, which would harm the Company's
planned business. The Company faces competition from:

       a.  current and potential customers' internal research and development
departments that may seek to develop their own proprietary solutions;

       b.  large professional engineering services firms that may enter the
market;

       c.  established intelligent computing device software and tools
manufacturers; and

       d.  small and medium-sized engineering service companies.

         As the Company assists other companies in developing new products,
particularly products focused on specific industries, they may begin competing
with companies in sectors that have not been identified above. It is also
possible that new competitors will enter the market or that existing competitors
will form alliances that may enable them to rapidly increase their market share.
The barriers to entering the market as software developer or hardware design
consultant for intelligent computing devices are low. New market entrants may
have lower overhead than the Company and therefore be able to offer advantageous
pricing. The Company expects that competition will increase as other established
and emerging companies enter the intelligent computing device market and as new
products and technologies are introduced.


                                      -22-
<PAGE>

Rapid Pace of Technological Change: Effect On New and Existing Products
and Services

         The markets for the Company's products and services are characterized
by rapidly changing technology, evolving industry standards, and short product
life cycles. The Company's success depends upon its ability to enhance its
existing products and services and to introduce new products and services with
features that meet changing end-user requirements. The Information Technology
("IT") sector in which the Company offers outsourcing and other services is
characterized by rapidly changing technology with continuous improvements in
both computer hardware and software and rapid obsolescence of current systems.
The Company's success will depend in part on its ability to develop solutions
that keep pace with continuing changes in information technology, evolving
industry standards and changing client preferences. Additionally, there can be
no assurance that the Company will be successful in identifying new markets, in
developing and marketing new products and services, or in enhancing its existing
products and services, either internally or through strategic relationships with
third parties. The Company's business would be adversely affected if the Company
were to incur delays in developing new, or enhancing existing, products and
services, due to delays in obtaining any required regulatory approvals for its
products or if any such new products or enhancements did not gain market
acceptance. In addition, there can be no assurance that products or technologies
developed by others will not render the Company's products or technologies
noncompetitive or obsolete.

Potential Significant Fluctuations in Quarterly Results: Effect on Company
Stock Price

         The Company's quarterly operating results have varied significantly,
and continue to vary significantly, depending on a number of factors, some of
which could adversely affect the Company's operating results and the trading
price of the Company's Common Stock in the future. These factors include the
level of demand for the Company's products and services, competition,
competitive pricing pressures, and the timing of engineering contracts and
completion of the contracts per the specified terms. There can be no assurance
that the Company will be able to achieve growth in revenue or return to
profitability on a quarterly or annual basis. The Company's expense levels are
based, in part, on its expectations as to future revenue. If sales and revenue
levels are below expectations, operating results will continue to be adversely
affected, which will likely have an adverse effect on the trading price of the
Company's Common Stock.

Effect of Potential Acquisitions on Operations, Products, Services, and
Personnel

         The Company may from time to time determine to pursue the acquisition
of other companies, assets, technologies, or product lines that would complement
or expand its existing business. Certain of these acquisitions may involve
businesses in which the Company lacks experience. Acquisitions involve a number
of risks that could adversely affect the Company's operating results, including
the diversion of management's attention, the assimilation of the operations,
products and personnel of the acquired companies, the amortization of acquired
intangible assets and the potential loss of key employees of the acquired
companies. There can be no assurance that the Company will be able to identify
businesses that would complement or expand its existing business or such
acquisitions; finance any such acquisitions; manage one or more acquisitions
successfully; or integrate the operations, products, or personnel gained through
such acquisition without a material adverse impact on the Company's business,
financial condition, and results of operations, particularly in the quarters
immediately following such acquisitions.


                                      -23-
<PAGE>

Effects of Increasing Competition

         The Company has entered into new markets, including the Internet TV
appliance industry, and has encountered competition from a number of
well-established companies, most of which have greater financial, technical,
product development, manufacturing and marketing resources and experience than
that of the Company. Further, the markets for the Company's products and
services are increasingly competitive, resulting in increasing pricing
pressures. The Company believes that its ability to compete depends on a number
of factors, including price, quality and reliability, availability, credit
terms, name recognition, delivery time, and post-sale service and support. There
can be no assurance that the Company will be able to continue to compete
successfully with respect to these factors. A variety of companies currently
offer products and services that compete directly with the Company's products
and services. These competitors could introduce additional products and services
that are superior to the Company's, or that achieve greater market acceptance.
The introduction of lower priced competitive products and services or
significant price reductions by the Company's competitors would result in price
reductions in the Company's products and services that could have a material
adverse effect on the Company's operating results.

Proprietary Rights: Dependence on Software Licenses

         The Company receives from time to time, and may receive in the future,
communications from third parties asserting intellectual property rights
relating to the Company's products (which include services) and technologies.
There can be no assurance that in the future the Company will be able to obtain
licenses of any intellectual property rights owned by third parties with respect
to the Company's products or that any such licenses can be obtained on terms
favorable to the Company. If the Company is unable to obtain licenses of
protected technology, it could be prohibited from developing and marketing
products incorporating that technology. The Company could also incur substantial
costs in redesigning its products or in defending any legal action taken against
it. Should the Company be found to infringe the proprietary rights of others,
the Company could be required to pay damages to the infringed party, which could
have a material adverse effect on the Company's operating results. In certain of
its products, the Company includes software licensed from third parties. The
Company's operating results could be adversely affected by a number of factors
relating to this third party software, including lack of market acceptance,
failure by the licensors to promote or support the software, delays in shipment
of the Company's products as a result of delays in the introduction of licensed
software or errors in the licensed software, or excess customer support costs or
product returns experienced by the Company due to errors in the licensed
software. Moreover, any impairment or termination of the Company's relationship
with any licensors of third party software could have a material adverse effect
on the Company's operating results.

Volatility of Stock Price

         The price of the Company's Common Stock historically has been volatile
due to fluctuations in operating results and other factors relating to the
Company's operations, the market's changing expectations for the Company's
growth, overall equity market conditions relating to the market for technology
stocks, and other factors unrelated to the Company's


                                      -24-
<PAGE>

operations, including announcements by or relating to the Company's competitors.
Such fluctuations are expected to continue. In addition, stock markets have
experienced more price volatility in recent years. This volatility has had a
substantial effect on the market prices of securities issued by many technology
companies, often for reasons unrelated to the operating performance of the
specific companies. Investors should be aware that trading in the Company's
stock through market makers and quotation on the OTC Bulletin Board entails
risk. Due in part to the decreased trading price of our stock, the trading price
of the stock may change quickly, and market makers may not be able to execute
trades as quickly as when the stock was listed on the Nasdaq National Market.
Investors are urged to contact their broker with any further questions about
executing trades.

Status of Company Common Stock Listing on Nasdaq National Market

         Stock traded on the Nasdaq National Market must meet certain listing
requirements, including requirements with respect to a Company's net tangible
assets, the bid price of its stock and the market value of its public float. As
previously announced, the Company received a Nasdaq Staff Determination on June
26, 2001, indicating that the Company did not meet the net tangible assets
requirement for continued listing, and that its stock was, therefore, subject to
delisting from the Nasdaq National Market. Nasdaq also advised the Company that
the Company was not in compliance with the $1 minimum bid requirement and the
minimum market value requirement with respect to its public float. The Company
requested a hearing before a Nasdaq Listing Qualifications Panel to review the
Staff Determination, which was held on August 16, 2001. The Company received
notice on October 25, 2001 that the Company's shares would be delisted effective
the next day. As of October 26, 2001, the Company's shares were quoted on the
OTC Bulletin Board under the ticker symbol INPM. The OTC Bulletin Board is a
regulated quotation service that displays real-time quotes, last-sale prices and
volume information in over-the counter (OTC) equity securities. OTC Bulletin
Board securities are traded by a community of registered market makers that
enter quotes and trade reports.

Dependence on Key Personnel

         The future growth and success of the Company also depends in part on
its ability to attract and retain skilled employees. In light of the Company's
overall financial condition, it may be difficult to implement compensation
packages sufficient to attract and retain such skilled employees. All four of
the Company's executive officers have formal employment contracts.

Pending Acquisition of the Battery business:

         The Company announced on May 9, 2002 that it has agreed in principle to
acquire the development stage battery business of its 80% stockholder, Ener1
Holdings, Inc. In addition Ener1 Holdings Inc has agreed in principle to make an
additional investment of up to $2.0 million depending on the Company's working
capital needs. The investment is not contingent on the completion of the battery
company acquisition. Consummation of the transaction is subject to required
shareholder and regulatory approvals, due diligence, negotiations, and execution
of definitive agreements and other conditions. In connection with the
transaction, Ener1 Holdings plans to provide the battery company with funding of
$4.7 million for the development of its battery related business. Despite the
combined $6.7 million capital infusion, assuming the completion of the merger,
additional financing will be required in order to implement the business plans
of both companies and no commitments for such additional financing have been
received.



                                      -25-
<PAGE>

PART II.

                         INPRIMIS, INC. AND SUBSIDIARIES
                                OTHER INFORMATION

Item 1. Legal Proceedings

                None

Items 2-3.

                Not applicable.



                                      -26-
<PAGE>

Item 4. Submission of Matters to a Vote of Security Holders

                On February 15, 2002 the Company received written consent of its
majority shareholder, representing 47,126,416 shares out of a total of
58,910,020 shares, to increase the authorized shares to 200,000,000.

                At the Annual Meeting of Stockholders of the Company held on May
6, 2002, (i) the Company's nominees for directors to serve until the 2002 Annual
Meeting of stockholders were elected (ii) the stockholders did not approve to
change the name of the Company to EnerNow, Inc. (iii) the stockholders approved
a new 2002 Stock Participation Plan (iv) the stockholders approved a new 2002
Non-Employee Director Stock Participation Plan (v) the stockholders ratified the
appointment of Kaufman, Rossin & Company as the Company's independent auditors.

With respect to the election of the Directors, the voting was as follows:

     Nominee                For                 Against           Withheld
     -------                ---                 -------           --------

Bernard A Carballo          56,070,675                            117,109
Karl Gruns                  56,065,960                            121,824
Peter Novak                 56,065,495                            122,289
Michael Zoi                 56,065,495                            122,289
Boris Zingarevitch          56,065,495                            122,289


With respect to Articles of Incorporation to change our name to EnerNow, Inc.

                            For                 Against           Abstain
                            ---                 -------           -------
                           8,818,881           7,359,909         8,994


With respect to the approval and adoption of the 2002 Stock Participation Plan

                           For                  Against           Abstain
                           ---                  -------           -------
                           48,117,093           221,137           17,017


With respect to the approval and adoption of a new 2002 Non-Employee Director
Stock Participation Plan

                           For                  Against           Abstain
                           ---                  -------           -------
                           48,024,461           270,344           60,442


                                      -27-
<PAGE>

With respect to the ratification of the appointment of Kaufman, Rossin & Company
as our independent Auditors.

                           For                  Against           Abstain
                           ---                  -------           -------
                           56,050,190           128,080           9,514


Item 5. Other Information

                   The Company announced on May 9, 2002 that it has agreed in
principle to acquire the battery business of its 80% stockholder, Ener1
Holdings, Inc. Ener1 Holdings Inc. also has agreed in principle to make an
additional investment of up to $2.0 million depending on the Company's working
capital needs. As of August 15, 2002 the Company has received $1.3 million
towards this commitment. The investment is not contingent on the completion of
the battery company acquisition. Consummation of the transaction is subject to
required shareholder and regulatory approvals, due diligence, negotiations, and
execution of definitive agreements and other conditions. In connection with the
transaction, Ener1 Holdings plans to provide the battery company with funding of
$4.7 million for the development of its battery related business. Despite the
combined $6.7 million capital infusion, assuming the completion of the merger,
the management of both companies noted that additional financing will be
required in order to implement their business plans and that no commitments for
such additional financing have been received. Filed as an exhibit in the March
31, 2002 10-QSB was the term sheet dated May 9, 2002 between the Company and
Ener1 Holdings, Inc. and also filed with the March 31, 200 10-QSB was the press
release issued on May 9, 2002 regarding the proposed acquisition of the battery
company. The Company is still in the process of due diligence, negotiations, and
finalizing documents.

In connection with the battery business, Peter Novak and Mike Zoi, current
members of the Board of Directors of the registrant, are under investigation by
the Procura di la Spezia in Italy for possible legal infractions related to a
grant from the European Union and Italian government received by a company
controlled by Messrs. Zoi and Novak, to be used for development of the battery
business. Messrs. Novak and Zoi have denied any wrongdoing, are cooperating
fully with the investigation, and have confirmed that the grant has been repaid
in full, together with all interest due relative to the grant. No charges have
been brought against Novak, Zoi or the company that received the grant.



                                      -28-
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

                   Exhibit:

(a)   99.1   Shareholder Agreement between Inprimis, Inc. and EnerLook
              HealthCare Solutions, Inc.

      99.2   Certification, Pursuant to Section 906 of the Sarbanes-Oxley
              Act of 2002.

(b)   Reports on Form 8-K

             None


                                      -29-
<PAGE>

                         INPRIMIS, INC. AND SUBSIDIARIES

                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned thereunto duly authorized.

                                                 INPRIMIS, INC.

Dated:  August 19, 2002                         By:  /s/ Larry L. Light
                                                     ------------------
                                                     Larry L. Light

                                                Acting Chief Executive Officer
                                                (Principal Executive Officer)




Dated:  August 19, 2002                         By:  /s/ R. Michael Brewer
                                                     ---------------------
                                                     R. Michael Brewer
                                                Senior Vice President of Finance
                                                and Chief Financial Officer
                                                (Principal Financial and
                                                Accounting Officer)


                                      -30-
<PAGE>

EXHIBIT 99.1

                      ENERLOOK HEALTHCARE SOLUTIONS, INC.

                  JOINT CONTRIBUTION AND SHAREHOLDERS AGREEMENT

         This  Shareholders  Agreement (the "Agreement") is made effective as of
this  23rd  day of  April,  2002  by  and  between  Inprimis,  Inc.,  a  Florida
corporation d/b/a EnerNow,  Inc., ("EnerNow") and Edlook, LLC, a Florida Limited
Liability Company ("Edlook").

         WHEREAS,  EnerNow and Edlook have formed and are the sole  shareholders
in a new corporation,  EnerLook Healthcare Solutions,  Inc. (the "Company"),  to
develop the capability to deliver turnkey solutions for interactive  television,
internet applications and administrative solutions for patients and providers in
the healthcare industry; and

         WHEREAS,  in order for the Company to develop such capability,  EnerNow
and Edlook have agreed to  undertake  certain  obligations  with  respect to the
Company,  including the  contribution of capital or the provision of services to
the Company, all as set forth herein; and

         WHEREAS,  the parties  have agreed to limit  certain  rights they might
otherwise  have with respect to their  shares in the  Company,  all as set forth
herein.

         NOW,  THEREFORE,  in consideration of the premises and other good and
valuable  consideration,  the receipt and sufficiency of which hereby are
acknowledged, the parties agree as follows.

        1.        Stockholdings; Directors.
                  ------------------------

                  1.1  Ownership Percentage. Subject to the terms and conditions
of this  Agreement,  Edlook has previously  purchased  49,000 shares of the
Company's common stock,  equal to an ownership  percentage of Forty-Nine percent
(49%) of the Company and EnerNow has previously  purchased  51,000 shares of the
Company's common stock,  equal to an ownership  percentage of Fifty-one  percent
(51%) of the Company (collectively, the "Shares").

                  1.2  Directors.  For so long as EnerNow owns 51 percent of the
Shares and Edlook owns 49 percent of the Shares,  the number of directors of the
Company  shall  remain at 3  directors,  unless  EnerNow  and Edlook  agree,  in
writing,  to change such number.  In addition,  during such time period,  at any
yearly  election of directors,  the parties agree as follows:  (i) EnerNow shall
nominate one  candidate  for director  and  EnerLook  hereby  agrees to vote its
Shares for such candidate; (ii) Edlook shall nominate one candidate for director
and  Edlook  hereby  agrees to vote its  Shares  for such  candidate;  and (iii)
EnerNow and Edlook shall agree on one additional candidate for director and each
party hereby agrees to vote its Shares for such agreed upon director;  provided,
however,  in the event  that  EnerNow  and  Edlook are unable to agree upon such
candidate,  each shall be free to vote its Shares for any the third  director it
may choose.


                                       1
<PAGE>

        2.        Representations and Warranties of Edlook and EnerNow.  Each of
Edlook and EnerNow hereby severally represents and warrants with respect to the
purchase of the Shares as follows:

                  2.1  Purchase Entirely for Own Account.  By the execution
of this Agreement each of Edlook and EnerNow  hereby  confirms,  that the Shares
will be acquired for investment  for such party's own account,  not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof,
and  that  such  party  has  no  present  intention  of  selling,  granting  any
participation  in,  or  otherwise  distributing  the  same.  By  executing  this
Agreement,  each such party further represents that such party does not have any
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer  or grant  participations  to such  person or to any third  person with
respect to any of the Shares.

                  2.2  Right to Purchase; Right of First Refusal.
Notwithstanding the provisions of Section 2.1, and subject to the other
provisions of this Agreement, in the event that either party wishes to sell any
or all of its Shares, it shall first offer such Shares to the other party to
this Agreement. In the event that the parties cannot agree on a price for such
offered Shares, the party wishing to sell (the "Selling Party") may thereafter
seek to sell such Shares to a third party, subject to the other party's right of
first refusal hereunder. Prior to selling such Shares to any third party, the
Selling Party shall inform the other party, in writing, of all of the pertinent
details of the proposed sale. The other party shall then have five 5 business
days in which to purchase such Shares at the price and subject to the terms
offered by the Selling Party to the third party. If the other party fails to
purchase the Shares at such price and subject to such terms during such five 5
day period, the Selling Party shall be free to sell such Shares to the third
party.

                  2.3  Right of First Offer. In the event that the Company
proposes to offer equity securities to any person (other than (i) the issuance
of capital stock to employees, consultants, officers or directors of the Company
pursuant to stock purchase or stock option plans or agreements approved by the
Board, (ii) the issuance of securities in connection with acquisition
transactions, (iii) the issuance of securities to financial institutions or
lessors in connection with commercial credit arrangements, equipment financings
or similar transactions, (iv) the issuance of securities in a public offering[an
"IPO"], or (v) stock splits, stock dividends or like transactions) each of
Edlook and EnerNow shall have the right to purchase that portion of such equity
securities equal to (x) the number of shares of common stock held by Edlook or
EnerNow, as applicable, divided by (y) all of the Company's common stock then
outstanding or issuable upon exercise or conversion of options, warrants, notes,
preferred stock, or other rights to acquire the Company's common stock. Such
equity securities shall be purchased within 15 days of written notice by the
Company and on the same terms as they are purchased by other third party
purchasers of the equity securities. Such right of first offer will terminate
upon an IPO or the acquisition of the Company.

                  2.4  Investment Experience.  Each of Edlook and EnerNow is an
investor in securities of companies in the development stage and acknowledges
that it is able to fend for itself, can bear the economic risk of its
investment, and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the investment
in the Shares.


                                       2
<PAGE>

                  2.5 Restricted Securities. Each of Edlook and EnerNow
understands that the Shares are characterized as "restricted securities" under
the federal securities laws inasmuch as they are being acquired from the Company
in a transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Securities Act only in certain limited circumstances. In this connection,
Edlook and EnerNow each represents that it is aware of the provisions of Rule
144 promulgated under the Securities Act that permit limited resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions, including, among other things, the existence of a public market for
the shares, the availability of certain current public information about the
Company, the resale occurring not less than one year after a party has purchased
and paid for the security to be sold, the sale being effected through a
"broker's transaction" or in transactions directly with a "market maker" and the
number of shares being sold during any three-month period not exceeding
specified limitations.

                  2.6 Legends. It is understood that the certificates
evidencing the Shares shall bear the following legend:

                  "THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
                  THE  SECURITIES  LAWS  OF ANY  STATE,  AND  MAY  NOT BE  SOLD,
                  TRANSFERRED,  ASSIGNED,  PLEDGED  OR  HYPOTHECATED  UNLESS AND
                  UNTIL  REGISTERED  UNDER  SUCH  ACT  AND/OR  APPLICABLE  STATE
                  SECURITIES  LAWS,  OR UNLESS THE  CORPORATION  HAS RECEIVED AN
                  OPINION OF COUNSEL OR OTHER EVIDENCE,  REASONABLY SATISFACTORY
                  TO THE CORPORATION AND ITS COUNSEL,  THAT SUCH REGISTRATION IS
                  NOT REQUIRED."

        3.        EnerNow's Obligations.  In connection with its investment in
the Company and in order to assist the Company in developing turnkey solutions
for interactive television, internet applications and administrative solutions
for patients and providers in the healthcare industry; EnerNow shall contribute
or provide to the Company those items set forth in this Section 3.

                  3.1  Business Services.  During the period from the date
hereof through and including July 15, 2002, EnerNow shall provide to the
Company, free of charge, 5,000 square feet of office space in the existing
EnerNow facility. Thereafter, EnerNow shall provide reasonable assistance to the
Company in finding other space or, in the alternative, it shall make available
to EnerNow, space at its then existing facility, at a price equal to the
pro-rata share of the cost of such space paid by EnerNow (including, without
limitation, rent, utilities, taxes, assessments and other charges). From the
date hereof through August 31, 2002, EnerNow shall provide, free of charge, the
following business services to the Company: administrative support and
infrastructure support including engineering, information technology and systems
support, accounts receivable and accounts payable management and other financial
systems and controls, sales and marketing assistance including positioning,
structuring and


                                       3
<PAGE>

selling product offerings; human resource assistance needed to staff the Company
and such other business services reasonably required by the Company.

                  3.2  Business Plan and Financial Models. EnerNow shall
provide reasonable assistance to the Company in order to assist the Company in
writing a Business Plan, prepare presentations, develop financial models and
other supporting information such as market analysis, necessary for the Company
to raise additional equity.

                  3.3  Transfer of Existing Healthcare Clients and Sales Leads.
Following the date hereof, free of charge, EnerNow shall cause the transfer all
of its existing healthcare clients and accounts to the Company, and all leads
for prospective healthcare customers, as and to the extent that the Company is
able to provide such customers with the services or products previously provided
by EnerNow or requested by the potential customers. If the Company is unable to
provide such services or products, EnerNow shall continue to service such
customers with services and products until such time as the Company is able to
provide such services or products, at which point EnerNow shall transfer such
customers to the Company.

                  3.4  Sublicense of Liberate H/H Server Software for use in the
Healthcare Field. EnerNow's subsidiary, EnerNow Technologies, Inc. ("EnerNow
Technologies") , previously has entered into that certain Bundling & Development
& Reseller Agreement dated January 24, 2001, as amended by Amendment No. 1 dated
May 2, 2001 and Amendment No. 2 dated February 21, 2002 with Liberate
Technologies (the "Liberate License). Subject to the terms and limitations of
the Liberate License (including, without limitation, any required approvals from
Liberate Technologies and the execution by the Company of additional license
documents in accordance with the requirements of the Liberate License), EnerNow
shall cause the issuance to the Company of a sublicense of the Liberate H/H
Server software, as defined in the Liberate License, modified, however to limit
the application of such sublicense solely to the healthcare field (the
"Sublicense"). EnerNow shall not grant any further sublicenses of the Liberate
H/H Server software to any other party for use in the healthcare field during
the term of this Agreement. This Agreement supercedes the letter from Inprimis
Technologies, Inc. to EnerLook dated February 25, 2002, and the latter shall be
of no further effect.

                  3.5  Proprietary  Box/Feature Set.  EnerNow shall use all
reasonable efforts to provide to the Company a proprietary box/feature set (the
"Set-top Box") for the Company's exclusive use within the healthcare field at a
price not more than One Hundred and Ten percent (110%) of EnerNow's cost of
producing such Set-top Box. In the event that EnerNow is unable to supply such
Set-Top Boxes, in the amount or at the times specified by EnerLook, EnerLook
shall be free to obtain an alternative set-top box from an EnerNow competitor.
In addition, EnerLook shall be free to change suppliers of set-top boxes at any
time.

        4.        Edlook's Obligations. In connection with its investment in the
Company and in order to assist the Company in developing turnkey solutions for
interactive television, internet applications and administrative solutions for
patients and providers in the healthcare industry; Edlook shall contribute or
provide to the Company those items set forth in this Section 4.


                                       4
<PAGE>

                  4.1  Capital Contribution.  As of the date hereof, Edlook has
made a capital contribution to the Company, for no additional interest or shares
in the Company, in the amount of One Million Six Hundred Thousand Dollars
($1,600,000), of which Three Hundred Thousand Dollars ($300,000) was allocated
to the Sublicense referred to in Section 3.4, with the balance of One Million
Three hundred Thousand Dollars ($1,300,000) placed in the operating account of
EnerLook.

                  4.2  Utilize Existing Contacts.  Edlook shall use all
reasonable efforts to utilize its existing contacts in the healthcare industry
to further the Company's business and to assist it in growing its business. In
addition, Edlook shall introduce the Company and its senior management to
venture capital firms that provide funding for companies in the healthcare
industry.

                  4.3  Running the Company. Edlook shall make available, at no
cost to the Company through June 1, 2001, Mr. Ed Dubrovsky, to act as President
of the Company and to work in Boca Raton, Florida, until such time as the
Company can hire a full time President. From the date hereof through June 1,
2001, the parties agree that the Company shall reimburse Mr. Dubrovsky for his
reasonable living expenses while working in South Florida and for his reasonable
travel expenses to and from San Francisco. Thereafter, he shall no longer be
reimbursed for such living and travel expenses; provided, however, that for so
long as Mr. Dubrovsky continues to act as President of the Company or is
otherwise employed by the Company, he will be paid a salary and will be
reimbursed for all Company business expenses that are reimbursable under the
Company's policy for the reimbursement of employee business expenses.

                  4.4  Business Plan.  Edlook shall provide all assistance
reasonably requested by the Company and by EnerNow in connection with the
development of the Company's Business Plan and its presentation to potential
investors, suppliers and customers.

                  4.5  Funding and Revenue Milestones. Except as and to the
extent caused by EnerNow' breach hereof, Edlook shall ensure that the Company
shall meet the following funding and revenue milestones: (i) as of March 31,
2004, the Company shall have raised $10 Million of additional equity funding at
a price and on terms reasonably acceptable to the Company's Board of Directors
and shall have attained cumulative revenues of $40 Million, as measured on a
U.S. Generally Accepted Accounting Principles ("GAAP") basis, consistently
applied; or (ii) as of March 31, 2005, the Company shall have attained
cumulative revenues of $50 Million, as measured on a GAAP basis, consistently
applied. If the Company fails to attain one of the preceding milestones, then
Edlook shall transfer a pro rata portion of its total Shares of common stock in
the Company to EnerNow as provided in Section 5 hereof.

        5.        Transfer of Shares; Sole Remedy for Missing Milestones.

                  5.1 Sole Remedy.  In the event that the Company fails to
achieve the funding and revenue milestones set forth in Section 4.5 hereof, as
the sole and exclusive remedy for such failure, Edlook shall be required to
transfer a pro rata portion of its total shares in the Company to EnerNow within
ten (10) days of the third anniversary hereof.


                                       5
<PAGE>

                  5.2  Determination of Transfer Amount.  In the event that the
Company meets or exceeds the milestone set forth in Section 4.5(i), Edlook shall
not be required to transfer any of its Shares of the Company to EnerNow and,
thereupon, the provisions of Section 4.5 shall have no further force or effect.
However, if on March 31, 2004, the Company has failed to (i) raise $10 Million
in additional capital; and (ii) attain $40 Million in annual revenue, then
Edlook must meet or exceed the revenue milestone set forth in Section 4.5(ii) on
or before March 31, 2005. If the Company meets or exceeds such milestone on or
before March 31, 2005, Edlook shall not be required to transfer any of its
Shares of Company stock hereunder and thereupon, the provisions of Section 4.5
shall have no further force or effect. However, if the Company fails to meet the
revenue milestone set forth in Section 4.5(ii) on or before March 31, 2005, then
the percentage by which it missed the revenue milestone on March 31, 2005 shall
be calculated, and the percentage by which it missed the funding and revenue
milestone on March 31, 2004 shall be calculated. Whichever calculation provides
the lowest percentage shortfall (i..e., the "smallest shortfall") shall be used
to determine the percentage of Edlook's total Shares of the Company that shall
be transferred by Edlook to EnerNow hereunder. Following the calculation of the
shortfall amount, if any, after March 31, 2005, Edlook shall transfer the
appropriate number of shares equal to the lower percentage shortfall to EnerNow
within 10 days of written demand therefor.

                  5.3  Calculation Example.  A sample calculation of the
transfer of Shares required under this Section 5 for failure to achieve the
milestones set forth in Section 4.5 is attached as Exhibit A for purposes of
illustration only.

        6.        No Consequential Damages. In no event shall either party be
liable for any indirect, special, consequential or punitive damages hereunder,
even if it is advised of the possibility of such damages.

        7.        Miscellaneous.

                  7.1  Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without reference
to its principles of conflicts of law.

                  7.2  Arbitration.  Edlook and EnerNow  agree that all disputes
concerning  this Agreement or arising  hereunder  shall be determined  solely by
binding arbitration. The arbitration shall be held in Palm Beach County, Florida
before  a single  arbitrator  and  shall be  conducted  in  accordance  with the
Commercial  Arbitration  Rules  of the  American  Arbitration  Association.  The
arbitrator  shall be  required  to  submit a  reasoned  written  opinion  at the
conclusion  of any  arbitration  and  shall  not have any  power to  impose  any
punitive damages or any award in the nature of punitive damages.

                  7.2  Successors and Assigns.  Except as otherwise provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.

                  7.3  Notices. All notices and other communications required or
permitted under this Agreement shall be in writing and shall be delivered either
by personal delivery or by certified mail,


                                       6
<PAGE>

postage prepaid with return receipt requested or by documented overnight courier
service such as FedEx to the following addresses. If to EnerNow: EnerNow, Inc.,
1377 Clint Moore Road, Boca Raton, Florida 33487; and if to Edlook: Edlook, LLC,
2701 Judah Street, San Francisco, California 94722, or such other address that
either party may specify, in writing, to the other party in the manner set forth
in this Section 7.3.

                  7.4  Severability.  In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force and
effect without such provision; provided that no such severability shall be
effective if it materially changes the economic benefit of this Agreement to any
party.

                  7.5  Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be enforceable, and all of which
together shall constitute one instrument.

                  7.6  Telecopy Execution and Delivery. A facsimile, telecopy or
other reproduction of this Agreement may be executed by one or more parties
hereto, and an executed copy of this Agreement may be delivered by one or more
parties hereto by facsimile or similar electronic transmission device pursuant
to which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Agreement as well as any facsimile, telecopy or
other reproduction hereof.

         IN WITNESS  WHEREOF,  the  parties  have  executed  this  Shareholder's
Agreement on the date first set forth above.

                                  Edlook, LLC

                                  By:_________________________________________

                                  Title: _____________________________________


                                  Inprimis, Inc., d/b/a EnerNow, Inc.

                                  By: ________________________________________

                                  Title: _____________________________________



                                       7
<PAGE>

                                   EXHIBIT A
                                   ---------

       Calculation of Share Transfer under Section 5 for Failure to meet
                             Section 4.5 Milestones

                        (For Illustration Purposes Only)

         By way of  example,  if, as of March 31,  2004,  the  Company's  annual
revenue was $20  Million  and it had raised $5 Million;  and if, as of March 31,
2005, the Company's annual revenue was $45 Million,  then the calculation of the
pro rata portion of Shares to be  transferred  by Edlook to EnerNow  would be as
follows:

        (i)    March 31, 2004 Calculation -- $25 Million ($5 Million of capital
+ $20 Million in revenue) out of a total $50 Million target ($10 Million
additional capital + $40 Million revenue). $25 Million out of $50 Million equals
a 50% shortfall.

        (ii)   March 31, 2005 Calculation -- $45 Million revenue out of a total
$50 Million revenue target. $45 Million out of $50 Million equals a 10%
shortfall.

        (iii)  Shortfall Amount - Since 10% is the lower percentage, that amount
is multiplied by Edlook's total Shares in the Company (49,000, assuming no
changes in the Shares issued and outstanding) and Edlook must transfer 4,900 of
its Shares in the Company to EnerNow.



                                       8
<PAGE>

Exhibit 99.2

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of title 18, United States Code), each of the
undersigned officers of Inprimis, Inc., Florida corporation (the "Company"),
does hereby certify, to the best of such officer's knowledge and belief, that:

(1)  The Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002
     (the "Form 10-QSB") of the Company fully complies with the requirements of
     section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Form 10-QSB fairly presents, in all
     material respects, the financial condition and results of operations of
     the Company.

Dated:  August 19, 2002                         /s/ Larry L. Light
                                                ------------------------------
                                                Larry L. Light
                                                Acting Chief Executive Officer

Dated:  August 19, 2002                         /s/ R. Michael Brewer
                                                ------------------------------
                                                R. Michael Brewer
                                                Chief Financial Officer



                                      -1-