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
   March 31, 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
         -----                                                 May 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 March 31, 2002

                                      INDEX
                                                                           Page
                                                                           ----
Part I.  FINANCIAL INFORMATION

   Item 1.   Financial Statements

                Condensed Consolidated Balance Sheet
                 (unaudited) as of March 31, 2002....................        3

                Condensed Consolidated Statements of
                 Operations (unaudited) for the three
                 months ended March  31, 2002 and 2001 ..............        4
..
                Condensed Consolidated Statements of
                 Cash Flows (unaudited) for the three
                 months ended March 31, 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..........................................       14

Part II. OTHER INFORMATION

   Item 1.      Legal Proceedings....................................       25

   Items 2-3.   Not applicable.......................................       25

   Item 4.      Submission of Matters to a Vote of
                 Security Holders....................................     25-26

   Item 5.      Other Information....................................       26

   Item 6.      Exhibits and Reports on Form 8-K.....................       26

   Signatures........................................................       27


                                      -2-
<PAGE>

PART I.  Item 1.

                        INPRIMIS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  (Unaudited)
                        (In thousands except share data)
                                                                  March 31,
                                                                    2002
                                                               ---------------
                                     ASSETS

Current assets:
   Cash and equivalents......................................       $   999
   Trade receivables, net....................................           423
   Prepaid expenses and other current assets.................           226
                                                                  ---------
      Total current assets...................................         1,648
Property and equipment, net..................................           519
Technology license, net of accumulated amortization..........           558
Other assets.................................................            50
                                                                      -----
      Total assets                                                  $ 2,775
                                                                  =========

                      LIABILITIES AND DEFICIENCY IN ASSETS


Current liabilities
   Accounts payable .........................................       $ 1,420
   Deferred revenue .........................................           554
   Short term note payable...................................           202
   Accrued expenses and other current liabilities ...........           839
                                                                     ------
      Total current liabilities .............................         3,015
                                                                     ------

Minority interest............................................           252
                                                                  ---------


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 ...............................        41,044
   Accumulated deficit.......................................       (42,125)
                                                                    -------
      Total deficiency in assets.............................          (492)
                                                                     ------
         Total liabilities and deficiency in assets..........       $ 2,775
                                                                  =========


           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)


                                                              Three Months
                                                             Ended March 31,
                                                           -------------------
                                                           2002           2001
                                                           ----           ----

Net sales
  Product sales..................................      $     644      $     161
  Engineering services...........................            540            653
                                                        --------       --------
       Total.....................................          1,184            814
Cost of goods sold...............................          1,563          1,974
                                                        --------       --------
  Gross profit (loss)............................           (379)        (1,160)
                                                        --------       --------
Operating expenses:..............................
  Research and development.......................            124            128
  Selling, general and administrative............          1,204            969
                                                        --------       --------
  Total operating expenses.......................          1,328          1,097
                                                        --------       --------
Loss from operations.............................         (1,707)        (2,257)
Non-operating income, net........................              2             88
                                                        --------       --------
Loss before income taxes.........................         (1,705)        (2,169)
Income taxes.....................................              1              1
                                                        --------       --------
Net loss before minority interest................         (1,706)        (2,170)
Minority interest in net loss....................              8             --
                                                        --------       --------
Net Loss.........................................      $  (1,698)     $  (2,170)
                                                       =========      =========
Net loss per share (basic and diluted)...........      $   (0.05)     $   (0.19)
                                                       =========      =========
Weighted average
  shares outstanding.............................         32,085         11,624
                                                       =========      =========


           See notes to condensed consolidated financial statements.


                                      -4-
<PAGE>

                        INPRIMIS, INC. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                                            Three Months
                                                                           Ended March 31,
                                                                           ---------------
                                                                       2002                2001
                                                                ----------------    ----------------
<S>                                                             <C>                 <C>
Cash provided by (used in):
Operating activities:
   Net loss...............................................         $  (1,698)          $  (2,170)
   Depreciation and amortization..........................               146                 171
   Common stock options issued as compensation............                68                  --
   Minority interest in loss of subsidiary................                (8)                 --
   Changes in assets and liabilities .....................               834                (733)
                                                                   ---------           ---------
    Net cash used in operating activities.................              (658)             (2,732)
                                                                   ---------           ---------
Investing activities:
   Payment received on note from Boundless ...............                --                  63
   Capital expenditures...................................                (8)                (79)
   Purchase of technology licenses........................              (600)                 --
                                                                   ---------           ---------
    Net cash used in investing activities.................              (608)                (16)
                                                                   ---------           ---------
Financing activities:
   Net proceeds from issuance of common stock.............               825                  12
   Proceeds from note payable.............................               202                  --
   Proceeds from minority investment in new subsidiary....               800                  --
                                                                   ---------           ---------
    Net cash (used in) provided by financing activities...             1,827                  12
                                                                   ---------           ---------
Net increase in cash and equivalents .....................               561              (2,736)
Cash and equivalents, beginning of period ................               438               5,454
                                                                   ---------           ---------
Cash and equivalents, end of period ......................         $     999           $   2,718
                                                                   =========           =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Cash paid during the nine months for income taxes                 $       1           $       1
                                                                   =========           =========
 Non-cash investing and financing activities:
  Capital lease obligation incurred for equipment
  purchases                                                        $      --           $      17
                                                                   =========           =========
 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
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 provides software-intensive
engineering services related to the integration of software and hardware. 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 hospital 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 months ended March
31, 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 March 31, 2002, had an
accumulated deficit of $42.0 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 $0.6 million
for the three months ended March 31, 2002, which was primarily the result of
financing activities. The Company continued to have negative cash flow from
operations for the three months ended March 31, 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
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classifications of liabilities that might be necessary should the Company be
unable to continue as a going concern.


                                      -6-
<PAGE>

         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, which does not mitigate the
requirement that the Company must achieve positive cash flows in the near term
or seek additional capital. It is anticipated that the Company will experience a
significant net loss in the second 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 May 15, 2002 the Company has received from Ener1
Holdings, Inc. $350,000 as part of the above commitment. 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.

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.


                                      -7-
<PAGE>

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.

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 has not
been finalized as of May 15, 2002. 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


                                      -8-
<PAGE>

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 months ended March 31, 2002 and
March 31, 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 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


                                      -9-
<PAGE>

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 March 31, 2002 are recorded as deferred revenue at March 31,
2002.

Trade Receivables

        Trade receivables are presented net of an allowance for doubtful
accounts of $12,030 as of March 31, 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 months ended
March 31, 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


                                      -10-
<PAGE>

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 1,817,933 common shares from the weighted-average shares outstanding
calculation for the three months ended March 31, 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 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


                                      -11-
<PAGE>

the transaction for a net of $827,000. On April 8, 2002 subsequent to the end of
the quarter 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 $0.8 million was received which brought the minority interest in the
subsidiary to 49%.

        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 $0.10 as of March 31, 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 $68,000.

        During the three month period ended March 31, 2002, 2,000 shares 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 three month period ended March 31, 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.


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 will not have a material impact the Company's financial
statements, although future acquisitions would 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


                                      -12-
<PAGE>

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. 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. The Company is currently assessing the impact
of SFAS No. 143 and No. 144 and therefore, at this time, cannot reasonably
estimate the effect of these statements on its financial condition, results of
operations and cash flows.






                                      -13-
<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."






                                      -14-
<PAGE>

        As an aid to reviewing the Company's results of operations for the three
months ended March 31, 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
                                                           Ended March 31,
                                                           ----------------      Percent
                                                           2002        2001      Change
                                                           ----        ----      ------
<S>                                                     <C>         <C>          <C>
Net sales...........................................      100.0%      100.0%      45.5%
Cost of goods sold..................................     (132.0)     (242.5)     (20.8)
                                                        -------     -------
   Gross profit (loss)..............................      (32.0)     (142.5)       *
Operating expenses..................................
   Research and development.........................       10.5        15.8       (3.1)
   Selling, general and administrative..............      101.7       119.0       24.2
                                                        -------     -------
   Total operating expenses.........................      112.2       134.8       21.1
                                                        -------     -------
Loss from operations................................     (144.2)     (277.3)      24.4
Non-operating income, net...........................        0.2        10.8      (97.7)
                                                        -------     -------
Loss before income tax benefit......................     (144.0)     (266.6)      21.7
Income tax..........................................        0.1         0.1         --
                                                        -------     -------
Net loss before minority interest...................     (144.1)     (266.6)       9.4
Minority interest in net loss.......................        0.7          --         *
Net loss after minority interest share..............     (143.4)%    (266.6)%     21.8
                                                        =========   =========
</TABLE>
* Not applicable

Results of Operations

       Net Sales: The Company's net sales increased 45.5% to $1.2 million for
the three months ended March 31, 2002 from $0.8 million for the three months
ended March 31, 2001. Sales for the three months ended March 31, 2002 consisted
of $0.5 million from contract engineering and $0.7 million from prototype and
products sales. Sales for the three months ended March 31, 2001 consisted of
$0.6 million for contract engineering and $0.2 million from prototype and
product sales arising from engineering contracts. 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.

       Gross Loss: The Company recorded a negative gross profit of $0.4 million,
for the three months ended March 31, 2002 as compared to a negative gross profit
of $1.2 million for the three months ended March 31, 2001. The Company's
negative gross profit for the three months ended March 31, 2002 and March 31,
2001 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 net loss in the
previous year was due to an excessive amount of engineering staff that the
Company had in anticipation of contracts that did not materialize.


                                      -15-
<PAGE>

       Research and Development Expenses: Research and development expenses were
approximately the same for the three months ended March 31, 2002 and March 31,
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. However, the
Company may also increase its engineering staff.

       Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased to $1.2 million in the three months ended
March 31, 2002 from $1.0 million in the three months ended March 31, 2001.
Selling, general and administrative expenses as a percentage of net sales was
101.7% in the three months ended March 31, 2002 and 119.0% in the three months
ended March 31, 2001. Approximately $0.4 million of selling, general and
administrative expenses for the three months ended March 31, 2002 were related
to severance expenses for employees.

         Selling, general and administrative expenses as a percentage of net
sales will continue to fluctuate and will be influenced by the level of sales.
Selling, general and administrative 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 selling 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 March 31, 2002 the Company's working capital was a deficit
of $1.4 million. Therefore during the period from December 31, 2001 through
March 31, 2002, the Company's working capital decreased by $0.5 million. This
decrease in working capital was primarily a result of an increase in accounts
payable of $0.2 million, an increase in accrued expenses and other liabilities
of $0.4 million, an increase in deferred revenue of $0.3 million, an increase in
short term note payable of $0.2 million, offset by an increase in cash of $0.6
million. The Company's cash position as of March 31, 2002 was $1.0 million
compared to a cash position of $0.4 million as of December 31, 2001. The
Company's cash position of $1.0 million as of March 31, 2002 includes $0.5
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 Company's operations used cash of $0.6 million for the three
months ended March 31, 2002. The increase in accrued expenses was primarily the
result of a severance accrual.

        The Company incurred substantial operating losses in 1998, 1999, 2000,
2001, and in the first three 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


                                      -16-
<PAGE>

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, which does not mitigate the
requirement that the Company must achieve positive cash flows in the near term
or seek additional capital. It is anticipated that the Company will experience a
significant net loss in the second 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 (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 toEner1 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").


                                      -17-
<PAGE>

         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 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
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 March 31, 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.


                                      -18-
<PAGE>

         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 December 31, 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 March 31, 2002 are recorded as deferred
revenue.

Certain Factors That May Affect Future Performance

         In addition to the other information in this Form 10-Q, 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 $0.9 million as of
March 31, 2002, the Company's net cash used in operating activities was $0.7
million for the three months ended March 31, 2002. The Company's working capital
was a deficit of $1.4 million as of March 31, 2002. Furthermore, it is likely
that the Company's 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. 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.


                                      -19-
<PAGE>

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.

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 PCs and handheld industrial data
collectors to perform functions currently carried out manually or by traditional
PCs, 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.


                                      -20-
<PAGE>

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.

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.


                                      -21-
<PAGE>

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.

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.


                                      -22-
<PAGE>

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 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


                                      -23-
<PAGE>

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 de-listed 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 Company is dependent on its executive officers and other key
personnel, certain of whom could be difficult to replace. If certain of these
people were to leave the Company, operating results could be adversely affected.
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.


                                      -24-
<PAGE>

 PART II.
                         INPRIMIS, INC. AND SUBSIDIARIES
                                OTHER INFORMATION

Item 1. Legal Proceedings

                None

Items 2-3.

                Not applicable.

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.

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. 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 herewith in Exhibit 99.1 is
the term sheet dated May 9, 2002 between the Company and Ener1 Holdings, Inc.
and in Exhibit 99.2 the press release issued on May 9, 2002 regarding the
proposed acquisition of the battery company.

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.

Item 6. Exhibits and Reports on Form 8-K

        Exhibit:

(a)     99.1 Term Sheet dated May 9, 2002 by and between Inprimis, Inc. and
        Ener1 Holdings, Inc.

        99.2 Press Release issued on May 9, 2002 regarding the proposed
        acquisition of the Battery Company


                                      -25-
<PAGE>

(b)     Reports on Form 8-K

                   On form 8-K filed with the Commission on March 5, 2002
Inprimis, Inc.reported that the Company appointed Kaufman, Rossin & Co. as the
independent accounting firm to audit Inprimis' financial statements for the year
ended December 31, 2001 replacing Deloitte & Touche LLP, which resigned as
Inprimis' independent accounting firm on January 23, 2002, as reported on
Inprimis' current report on form 8-K filed with the Commission on January 29,
2002.




                                      -26-
<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:  May 15, 2002        By:  /s/ Larry L. Light
                                 ------------------
                                 Larry L. Light
                                 Acting Chief Executive Officer
                                 (Principal Executive Officer)




Dated:  May 15, 2002       By:   /s/ R. Michael Brewer
                                 ---------------------
                                 R. Michael Brewer
                                 Senior Vice President of Finance and
                                 Chief Financial Officer
                                 (Principal Financial and
                                 Accounting Officer)




                                      -27-
<PAGE>

EXHIBIT 99.1




May 8, 2002

Ener1 Holdings, Inc.
550 West Cypress Creek Road, Suite 120
Fort Lauderdale, FL 33309

Inprimis, Inc.
1601 Clint Moore Road
Boca Raton, FL 33487

Re:  Term Sheet for Transactions Between Ener1 Holdings, Inc. and Inprimis, Inc.
     ---------------------------------------------------------------------------

Gentlemen:

The following is a summary of terms of the proposed transactions between Ener1
Holdings, Inc., a Florida corporation ("Holdings"), and Inprimis, Inc., a
Florida corporation ("Inprimis").

Transactions:     There will be two separate transactions: (1) the investment by
                  Holdings into Inprimis of up to $2.0 million in cash depending
                  on Inprimis' working capital needs (the "Investment"); and (2)
                  the acquisition by Inprimis of Ener1 Battery Co. ("Battery"),
                  through a merger (the "Merger") between Complete Acquisition
                  Corp., a wholly-owned subsidiary of Inprimis ("Merger Sub"),
                  and Battery, with the surviving corporation becoming a wholly
                  owned subsidiary of Inprimis (collectively, the
                  "Transactions"). It is understood and agreed by Inprimis and
                  Holdings that the Investment is not contingent upon the
                  consummation of the Merger and will made by Holdings
                  regardless of when or whether the Merger is closed.

Investment
Structure:        The Investment will be structured as a private placement. In
                  exchange for investing up to $2.0 million in Inprimis,
                  Holdings will receive shares of Series C Preferred Stock of
                  Inprimis (the "Series C Stock"), and warrants to purchase
                  shares of Inprimis common stock, par value $0.01 per share
                  (the "Inprimis Common Stock"), in each case, in the amounts,
                  and in accordance with the rights, preferences, limitations
                  and other terms described on Exhibit A to this Term Sheet.
                  ---------

Merger Structure: The structure of the Merger between Battery and Merger Sub
                  will be determined following the evaluation of tax,
                  accounting, legal and other relevant considerations. The
                  closing of the Merger will be subject to the negotiation and
                  execution of a definitive merger agreement (the "Merger
                  Agreement"). Following the Merger, the surviving corporation
                  in the


                                       1
<PAGE>

                  Merger will hold all of the battery related business assets
                  currently used by Battery and will be a wholly-owned
                  subsidiary of Inprimis. Each share of capital stock of Battery
                  held by Holdings immediately prior to the Merger will
                  automatically be canceled. In connection with the Merger,
                  Holdings will receive consideration in an amount valued by the
                  parties at $60 million, consisting of the following: (1)
                  shares of Inprimis Common Stock, shares of Inprimis Series A
                  Preferred Stock, shares of Inprimis Series B Preferred Stock
                  and shares of the Series C Stock (assuming Holdings makes a
                  cash infusion of approximately $4.7 million into Battery after
                  the date of this term sheet and prior to the date of the
                  completion of the Merger), in each case, in the amounts, and
                  in accordance with the rights, preferences, limitations and
                  other terms described on Exhibit A to this Term Sheet; (2)
                  warrants to purchase shares of Inprimis Common Stock, in the
                  amounts, and in accordance with the rights, preferences,
                  limitations and other terms described on Exhibit A to this
                  Term Sheet; (3) a promissory note in the principal amount of
                  $3.5 million with a one-year term (the "Short-Term Note"),
                  accruing interest at a rate of 10% per annum (with principal
                  and accrued interest payable at the end of the term); and (4)
                  a promissory note in the principal amount of $4.0 million with
                  a five-year term (the "Long-Term Note"), accruing interest at
                  a rate of 12% per annum (with principal payable at the end of
                  the term and interest payable annually in arrears). The
                  Short-Term and Long-Term Note shall replace $7.5 of
                  intercompany indebtedness owed by Battery to Holdings. All
                  security interests and any similar claims on the battery
                  related patents, patent applications and all other
                  intellectual property of Battery currently held by Holdings
                  and/or any affiliates of Holdings will be released upon the
                  full payment and cancellation of both the Short-Term Note and
                  the Long-Term Note. The Merger Agreement will contain an
                  adjustment clause providing that the Merger consideration will
                  be adjusted to reflect changes in the shareholder's equity of
                  Battery between the date of execution of the Merger Agreement
                  and the closing of the Merger, together with such other
                  adjustment clauses as Inprimis and Holdings may negotiate in
                  the Merger Agreement.

Representations
and Warranties:   Battery will make customary seller representations and
                  warranties regarding, among other things (subject to review of
                  the detail of each representation), organization and standing,
                  corporate power and authority, enforceability, no conflicts,
                  no violations of law, accuracy of information, capitalization,
                  no undisclosed liabilities, subsidiaries and investments,
                  title to properties (including patents and other intellectual
                  property assets relating to the battery creation, development
                  and/or manufacturing business), leases and real estate,
                  material contracts, insurance, operation of the business in
                  the ordinary course of business, and no litigation. Inprimis
                  and Merger Sub will also make customary buyer representations
                  and warranties regarding, among other things (subject to
                  review of the detail of each representation), organization and
                  standing, corporate power and authority and enforceability.


                                       2
<PAGE>

Covenants:        The Merger Agreement will contain a mutual covenant of the
                  parties to use their respective commercially reasonable
                  efforts to obtain all governmental, corporate and other
                  authorizations, approvals, consents or waivers necessary for
                  the consummation of the Merger. Battery will take such actions
                  as are necessary to ensure that its audited financial
                  statements are completed and delivered to Holdings within 60
                  days of the execution of the Merger Agreement.

Conduct of
Business:         Battery will continue to conduct its business in the ordinary
                  course consistent with past practice (including, but not
                  limited to, non-incurrence of indebtedness, no increase in
                  compensation to personnel, etc.).

Indemnification:  Inprimis and Merger Sub and their related parties, officers,
                  directors, affiliates, and agents will be indemnified for
                  breaches of representations and warranties and covenants by
                  Battery. During an as of yet undetermined survival period,
                  Inprimis and Merger Sub will have recourse to Holdings for
                  such breaches of representations and warranties.

Closing
Conditions:       The closing of the Transactions shall be conditioned upon and
                  subject to the following conditions:

                     *  A definitive investment agreement relating to the
                        Investment by and among Holdings and Inprimis (the
                        "Investment Agreement") shall have been negotiated and
                        executed;

                     *  A definitive Merger Agreement by and among Holdings,
                        Inprimis, Battery and Merger Sub shall have been
                        negotiated and executed;

                     *  A majority of the disinterested members of the Inprimis
                        board of directors shall have approved the Investment
                        and the Merger for the purposes of Section 607.0901 of
                        the Florida Business Corporation Act;

                     *  the Inprimis Board of Directors shall have received a
                        fairness opinion, issued by an independent financial
                        advisor, stating that the Transactions are fair, from a
                        financial point of view, to the holders of Inprimis
                        Common Stock;

                     *  All assets relating to the battery creation, development
                        and/or manufacturing business currently held by Holdings
                        and/or any affiliate of Holdings (including, but not
                        limited, to, any shareholder of Holdings), shall have
                        been assigned and contributed to Battery prior to the
                        Closing such that, at the time of closing, Battery will
                        have full and valid legal title to all assets


                                       3
<PAGE>

                        relating to Battery's business free and clear of any
                        liens or encumbrances (other than those liens or
                        encumbrances agreed to in the Merger Agreement);

                     *  Battery's pending audit shall have been completed and
                        its final audited financial statements, prepared by
                        certified public accountants in accordance with GAAP and
                        adequate for filing with any SEC filings Inprimis may
                        have to make in connection with the Merger, shall have
                        been finalized and delivered to Inprimis;

                     *  The total amount of intercompany indebtedness shall be
                        equal to a $7.5 million payable owed by Battery to
                        Holdings, which shall be replaced by the Short-Term and
                        the Long-Term Note.

                     *  Neither Battery nor Holdings shall have experienced an
                        event or events which, individually or in the aggregate,
                        cause or are likely to cause, a material adverse effect
                        on its business, financial condition or future
                        prospects;

                     *  Prior to the Merger, Battery shall have transferred to a
                        party designated by Holdings legal title and the
                        associated mortgage for the real estate property located
                        in Fort Lauderdale, Florida, where Battery currently
                        conducts its battery creation, development and/or
                        manufacturing business and Battery shall have entered
                        into a long-term lease to occupy the property; and

                     *  Other customary closing conditions shall have been
                        satisfied or waived, including without limitation,
                        receipt of all agreed upon consents and approvals,
                        accuracy of each of the parties' respective
                        representations and warranties, compliance with
                        covenants in all material respects, and no pending or
                        threatened material litigation in connection with the
                        Merger.

Termination:      Either Holdings or Inprimis may terminate the Transactions if
                  the Transactions have not closed within 75 days of the date of
                  execution of the Merger Agreement.

Governing Law:    Florida




          [THIS SPACE INTENTIONALLY BLANK. SIGNATURE PAGE TO FOLLOW.]


                                       4
<PAGE>

As noted above, this letter is, and shall be interpreted solely as, a summary of
proposed terms of the Transactions. The Investment shall be subject to the
negotiation and execution of a final, definitive Investment Agreement between
Holdings and Inprimis. The Merger shall be subject to the negotiation and
execution of a final, definitive Merger Agreement between Holdings, Inprimis,
Battery and Merger Sub.

Acknowledged and agreed:

ENER1 HOLDINGS, INC.                 INPRIMIS, INC.



/s/ Mike Zoi                         /s/ Larry Light
Name: Mike Zoi                       Name: Larry Light
Title: President                     Title: President and Acting Chief Executive
                                     Officer




                                       5
<PAGE>

                                   EXHIBIT A
					     ---------

EXHIBIT 99.1
<TABLE>
<CAPTION>
Number of Common Stock                       Post                    Pre-
and Equivalent Shares:                    Transaction             Transaction                         Terms
--------------------------------------    -----------             -----------                         -----
<S>                                       <C>            <C>      <C>            <C>      <C>
   Common stock outstanding
    - Public Float                         11,781,604     3.1%     11,781,604     19.4%
   Common stock outstanding
    - Ener1 Holdings                       47,126,416    12.3%     47,126,416     77.8%
   Series A Convertible Redeemable                                                        Convertible at greater of 60%
    P/S - Ener1 Holdings                   10,000,000     2.6%            -        0.0%    of the public market price at
															 date of exercise or $.25 per
															 share.
   Series B Convertible Redeemable										 Convertible at greater of 60%
    P/S - Ener1 Holdings                   64,600,000    16.8%            -        0.0%     of the public market price at
															  date of exercise or $.50 per
															  share.
   Series C Convertible, Redeemable										 Convertible at greater of 60%
    P/S with Warrants - Ener1 Holdings      4,000,000     1.0%            -        0.0%     of the public market price at
															  date of exercise or $.50.
															  Includes warrants to purchase
															  20,597,015 shares of Common
															  stock at $.08 per share.
   Series C Convertible, Redeemable										 Convertible at greater of 60%
    P/S with Warrants - Ener1 Holdings      9,400,000     2.5%            -        0.0%     of the public market price at
															  date of exercise or $.50.
															  Includes warrants to purchase
															  48,402,985 shares of Common
															  stock at $.08 per share.
   Common stock - Newly Issued
    Ener1 Holdings                        162,500,000    42.3%            -        0.0%

Options & Warrants if converted:
--------------------------------

   Options granted to management            1,587,000     0.4%      1,587,000      2.6%
   BOD Options					    113,000     0.0%        113,000      0.2%
   Warrants for $2.0M equity infusion
    from Ener1 Holdings                    20,597,015     5.4%            -        0.0%
   Warrants for $4.7M equity infusion
    from Ener1 Holdings				 48,402,985    12.6%            -        0.0%
   Warrants to Thornhill for AMEX
    listing						  3,680,000     1.0%            -        0.0%

TOTAL COMMON STOCK EQUIVALENTS            388,788,020   100.0%     60,608,020    100.0%

							RECAP:
							------------
							Ener1 % Own    95.5%                    77.8%
							Other % Own     4.5%                    22.2%
									  -------                  -------
									  100.0%                   100.0%

Note: Series C Preferred stock warrants assumes cash infusion between now and closing is $6.7 million.
      This will be adjusted based on actual cash requirements of each company between now and transaction closing.

</TABLE>


                                       1
<PAGE>

Battery Company Valuation:
--------------------------------
<TABLE>
<CAPTION>
<S>                              <C>             <C>
Series C                         $          4.7  Battery portion of $6.7 new money
Series A                                    2.5  Conversion of interco debt to equity
Series B                                   32.3  $37M less $4.7
Common                                      8.0  Original estimate of tangible net worth
Common                                      5.0  Conversion of interco debt to equity
ST and LT debt                              7.5  Conversion of interco debt to ST and LT debt
                                ----------------
                                 $         60.0
                                ================
</TABLE>


New Money - Avg. price/share:
-----------------------------
New Money                        $    6,700,000
Exercise of warrants                  3,872,239
                                ----------------
  Total Cost                     $   10,572,239
                                ================

Series C - if converted                 408,696
Warrants - if converted               2,104,478
                                ----------------
                                      2,513,173
                                ================

Average price per share
 post split                      $         4.21
Average price per share
 pre split                       $         0.18

Price toda                       $         0.22
Discount to market                          83%




Transaction Value:
------------------
Original Shares (pre rev split)      60,608,020
Reverse split                                23

Original Shares (post rev split)      2,635,131


Shares O/S post transaction          16,686,436
Less: Original Shares post rev       (2,635,131)
                                -----------------
New shares issued                    14,051,304
X price today                    $         5.06
                                -----------------
                                     71,099,600
Less: $2M for EnerNow                (2,000,000)
Less: Exercise of Warrants           (3,872,239)
                                -----------------
                                     65,227,361


                                       2
<PAGE>

EXHIBIT 99.2                                                         Ener1


Contact:
Barry Dillon                                              Jim Burke
Ener1 Holdings Inc.                                       Edelman PR Worldwide
561-997-6227 ext. 225                                     305-358-5299
bdillon@ener1.com                                         jim.burke@edelman.com


                  EnerNow Plans to Acquire Battery Business and
                   Receive Additional $6.7 Million in Funding
                             for Combined Companies

                   Expanded Company to be Renamed Ener1, Inc.

Fort Lauderdale and Boca Raton, FL, May 8, 2002 - EnerNow, Inc. (OTCBB: INPM)
has agreed in principle to acquire the battery business of its parent company,
Ener1 Holdings, Inc. Ener1 Holdings also has agreed in principle to make an
additional investment of up to $2.0 million in EnerNow, depending upon its
working capital needs. The investment is not contingent on the completion of the
battery company acquisition. Consummation of the transactions is subject to
required shareholder and regulatory approvals, due diligence, negotiation and
execution of definitive agreements and other conditions. In connection with the
transactions, 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.

To reflect its newly-expanded focus and strategy based on the acquisition,
EnerNow will change its name to Ener1, Inc. Ener1, Inc. will be comprised of two
divisions - the Digital Media Technologies Division and the new Energy Division.
The acquisition will be based on a preliminary valuation of $60 million, and the
$6.7 million in additional equity is intended for both the existing digital
media technologies and emerging battery businesses as disclosed above.

"The battery side of our planned new Energy Division will continue to develop
and market products based on its highly advanced and proprietary lithium-metal
and lithium-ion technologies," said Larry Light, acting president and chief
executive officer of the renamed Ener1, Inc. "We believe that this is a
strategic advantage that will rapidly launch Ener1 to world-class status in the
battery industry. The planned New Energy Division's team of scientists and
engineers includes over a dozen PhD's, possessing research and development
skills in electrochemistry, materials science, and physics, as well as in
manufacturing. Coupled with Ener1, Inc.'s existing engineering team, the
combined group brings


<PAGE>

Enernow to Acquire Battery Business                                     Page 2


to Ener1 a sixteen-year track record in turning innovative technology into new
products."

Ener1 Holding's co-founder and chief technology officer, Dr. Peter Novak, who
holds a doctorate in physical chemistry, stated, "We expect the new Ener1 Energy
Division's patent-pending lithium battery technology to enable us to produce
batteries with up to three times the energy density, by weight, of existing
batteries. This will allow us to manufacture batteries for a broad range of
commercial and military applications that would provide greater power capacity
while being smaller than today's batteries." Our intellectual property will
include five pending battery-related patents and several patent applications
that are planned for submission to the U.S. Patent Office in the near future.

Ener1's new Fort Lauderdale battery production facility is scheduled to go into
operation by July. More than $23 million in custom-built production equipment is
currently being installed in the facility. During the past twelve months, Ener1
Holdings has invested more than $13.5 million in advanced battery development
and production equipment, including $3.5 million in April of this year.

"This is an exciting time for us," Novak said. "We believe that we have the
ideal combination of intellectual property as well as technical and
manufacturing talent to turn years of advanced research and production planning
into a business that will usher in an entirely new line of commercial, military
and industrial products. We are confident that our strategy will produce
additional business opportunities as well as help us to maximize operational
efficiency within Ener1. The results should benefit our shareholders and
customers."

Light added, "The first phase of the strategic plan for the battery business is
to market custom batteries for military and industrial applications. These
products will be manufactured at the Fort Lauderdale facility. Phase two of the
strategic plan for the battery business calls for licensing the proprietary
battery technology to consumer battery companies."

The planned acquisition and financing transactions call for the public company
to issue a combination of common stock, convertible redeemable preferred stock,
and debt to Ener1 Holdings, Inc., which currently owns 80% of the public
company. The majority of the purchase price is attributable to intellectual
property and on-going research and development. Ener1 will only record tangible
net assets based on the financial statements of the battery company, which are
currently being audited. Upon completion of the transaction, Ener1, Inc. would
have approximately 384 million fully-diluted common share equivalents
outstanding, of which Ener1 Holdings is anticipated to own approximately 96
percent.

About Ener1 Holdings
Ener1 Holdings, Inc. is a privately held company based in Fort Lauderdale,
Florida. Its companies are developing advanced lithium-metal battery and


<PAGE>

Enernow to Acquire Battery Business                                     Page 3


electromagnetic protection solutions, as well as a line of digital media
distribution hardware and software systems, and interactive TV-based services.

About Ener1, Inc.
Ener1, Inc. (OTCBB: INPM), based in Boca Raton, is the new trade name for
Inprimis, Inc., which has been doing business under the name EnerNow. In
addition to the battery business that will comprise part of the planned Energy
Division, the public company will have three other lines of business:

         Ener1 Digital Media Distribution Products develops and markets advanced
         digital media distribution products that provide video, movies, and
         music on demand, Web access, e-mail, and interactive TV services
         delivered through the television. Its products include Interactive
         Media Terminals(TM), home media gateways, streaming media servers, and
         other convergence products. Customers include LodgeNet Entertainment,
         National Semiconductor, Sprint, KoolConnect, Skylight Systems, Get Well
         Network, and American VOD.

         Ener1 Engineering Consulting Services provides software and hardware
         design and development services for companies in the interactive TV,
         semiconductor, consumer electronics, video, Internet, and multimedia
         industries. Clients include Liberate, National Semiconductor, Conexant,
         Philips, AOL, Legato Video, Pegasus, and others.

         Ener1 EnerWatch is developing proprietary electromagnetic and materials
         technology intended for use in the design and manufacture of products
         to monitor and eliminate the harmful effects of electromagnetic
         radiation emitted by power transmission lines and related equipment.

In addition to Ener1's four lines of business, and as previously announced,
Ener1 and EDLook, LLC have formed EnerLook Healthcare Solutions, Inc., which
will market an integrated suite of interactive television and Internet services
for hospitals nationwide. EnerLook's unique service combines interactive patient
education, movies on-demand, Internet services, cable TV, games, online chat and
e-mail, as well as a host of hospital administrative services, including
interactive real-time patient surveys, custom interactive dietary menus, and
patient room maintenance.

For more information, visit the company's Web site at http://www.ener1.com or
call 561-997-6227.


<PAGE>

Enernow to Acquire Battery Business                                     Page 4


Safe Harbor Statement

This release contains forward-looking statements within the meaning of the
Federal Private Securities Litigation Reform Act of 1995. These forward looking
statements involve risks and uncertainties, including, but not necessarily
limited to, the change in control of EnerNow and dilution to existing
shareholders of EnerNow caused by the transactions with Ener1 Holdings, Inc.,
the history of operating losses incurred by EnerNow and its need for additional
capital, the lack of any operating history for the development stage Ener1
battery business, the need for additional capital for the Ener1 battery
business, the inability to complete the acquisition of the Ener1 battery
business, the ability to enter into and receive revenue from new contracts, the
rate of development of the information appliance market, the successful
development and market acceptance of new products and services, the degree of
competition in the market for such products and services, competitive pricing
practices, dependencies upon key personnel, and low barriers of entry into the
software development and services markets. Further, a significant portion of the
company's sales is derived from a limited number of customers, the loss of one
or more of which could adversely impact operating results. Some of these and
other risks are detailed in the company's' annual report on Form 10-K for the
year ended December 31, 2001, as well as in the company's other filings with the
Securities and Exchange Commission. Such risks and uncertainties could cause
actual results or performance to differ materially from any future results or
performance expressed or implied in the forward-looking statements included in
this release.

                                #      #      #