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Exhibit 99

               PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
                       SAFE HARBOR COMPLIANCE STATEMENT
                        FOR FORWARD-LOOKING STATEMENTS

        In passing the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"), Congress encouraged public companies to make "forward-looking
statements" (1) by creating a safe harbor to protect companies from securities
law liability in connection with forward-looking statements. VideoLan
Technologies, Inc. ("VideoLan" or the "Company") intends to qualify both its
written and oral forward-looking statements for protection under the Reform Act
and any other similar safe harbor provisions.

        Forward-looking statement express expectations of future events. All
forward-looking statements are inherently uncertain as they are based on various
expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could cause actual
events or results to differ materially from those projected. Due to those
uncertainties and risks, the investment community is urged not to place undue
reliance on written or oral forward-looking statements of VideoLan. In addition,
VideoLan undertakes no obligation to update or revise forward-looking statements
to reflect changed assumptions, the occurrence of unanticipated events or
changes to future operating results over time.

        VideoLan provides the following risk factors disclosure in connection
with its continuing effort to qualify its written and oral forward-looking
statements for the safe harbor protection of the Reform Act and any other
similar safe harbor provisions. Important factors currently know to management
that could cause actual results to differ materially from those in
forward-looking statements include the following:

Need For Additional Capital

As of March 14, 1997, the Company's cash position was approximately $2,600,000.
The Company is currently utilizing approximately $450,000 of that cash per month
for operating and research and development activities. It is anticipated that
the Company's current cash position will be sufficient to fund the Company's
operations through the second quarter of 1997. The Company is actively seeking
additional financing to fund its activities for the balance of 1997 and into
1998. The Company cannot anticipate what the terms of this additional funding
will be or whether any such financing will be available at all. Failure to
receive such financing will likely require the Company to cease operations. Even
if such financing is obtained, unless and until adequate income from sales of
the VideoLan VL2000 System (the "VideoLan VL2000 System") is realized, the
timing, sufficiency and receipt of which cannot be predicted, future development
and commercialization of the Company's technology will require the Company to
obtain further financing.


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Dilution Resulting from Outstanding Preferred Stock

During October and November of 1996, the Company completed a $5,500,000
financing through the sale of convertible preferred shares in a private
placement under Regulation D. Preferred stock sold in the offering is
convertible into common stock at the lesser of $4.88 or the 5 day average
trading price of the common stock at the time of conversion less a discount of
between 15% and 20%. Additional shares are required to be issued to the extent
that the registration of the shares under the Securities Act of 1933 is delayed
past January 17, 1997. Because the Company's common stock price has declined
substantially from the original issuance date, the conversion of these shares at
this time would result in a substantial dilution of the Company's common stock.

Development Stage Enterprise; Losses Since Inception; 
Expectation of Continuing Losses

        The Company is a development stage enterprise and has incurred aggregate
losses of approximately $17 million from inception through December 31, 1996.
The Company expects to incur continuing losses until significant quantities of
the VideoLan VL2000 System are sold. 

Lack of Revenues; Dependence on Initial Product

        Revenue and profitability of the Company and future commercialization of
the Company's technology will be dependent upon the success of the VideoLan
VL2000 System. The Company only recently has begun to receive orders for the
VideoLan VL2000 System and there can be no assurance that the introduction and
marketing of the VideoLan VL2000 System will be successful, or that the Company
will have significant revenues or profitable operations. In addition, there can
be no assurance that unforeseen technical or other difficulties will not arise
which would interfere with the assembly, manufacture, integration or
installation of the VideoLan VL2000 System, or prevent or create delays in
marketing the product. The Company has engaged in limited field testing of the
VideoLan VL2000 System, and there can be no assurance that the product will
perform to the Company's expectations.

Uncertain Market Acceptance of Technology; Risk of Obsolescence

        The success of the VideoLan VL2000 System will depend in large part upon
market acceptance of the Company's technology. There can be no assurance that
the Company's technology will be accepted in the marketplace, or will be
perceived as being competitive with other technologies, including technologies
which may be developed. The potential introduction of new technologies could
have a material adverse effect on the Company.





Lack of Marketing Experience and Reliance on Marketing Partners

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        The Company presently is beginning to implement its marketing program
for the VideoLan VL2000 System, has conducted no market studies and has limited
marketing experience, financial resources and marketing personnel. Successful
marketing of the VideoLan VL2000 System will depend upon the Company's ability
to demonstrate effectively the technological advantages of the VideoLan VL2000
System to original equipment manufacturers ("OEMs"), value added resellers
("VARs"), systems integrators and distributors whose markets and market presence
will provide significant distribution channels, and targeted distributors and
end users in niche markets. The failure of the Company to establish sufficient
distribution channels could have a material adverse effect on the Company.

        In addition, the current market for desktop video conferencing and
distribution products is fragmented and growing, and other companies are
actively marketing or are expected to introduce competing products. One or more
competitors could establish significant market share before the Company's
distribution channels and product recognition are established. Also, potential
distributors may form other alliances or may develop competing products.

        In the event that the Company ultimately is able to enter into
satisfactory distribution arrangements with any third party, the Company will be
dependent largely on such third party's marketing efforts and, in the case of
OEMs and VARs, the popularity and sales of the third party's own products
integrating the VideoLan VL2000 System. While the Company believes that
marketing the VideoLan VL2000 System through third party distribution channels
will avoid marketing costs and expenses, the Company's revenues will be less
than if it directly marketed the VideoLan VL2000 System.

Necessity of Developing New Applications

        Even if the VideoLan VL2000 System is successfully marketed, the Company
anticipates that rapidly changing technology and new entrants into the desktop
video conferencing market could cause, over time, future revenues and
profitability of the VideoLan VL2000 System to decline. Therefore, the future
success of the Company could depend upon its ability to develop and successfully
commercialize its technology for other communications applications. The Company
cannot develop all of the potential commercial applications of its technology,
so it intends to target projects it believes have the most potential and which
it can afford. However, there can be no assurance that such projects will be
commercially successful, that the cost will not exceed the financial resources
available to the Company, or that the Company will not abandon projects which do
not meet its expectations.





Uncertain Protection of Intellectual Property Rights

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        The Company has been issued a patent in the United States for an
efficient network for the real time, simultaneous, bi-directional transmission
of voice, video, and data among a plurality of users connected to a plurality of
hubs. In addition, an international patent application is pending designating 56
foreign countries as well as the United States. The Company intends to file
future United States and foreign patent applications if any patentable
inventions are created through continued development of the Company's
technology. No assurance can be given that the Company will receive patent
protection with respect to future patent applications relating to enhancements
of, and new applications for, the Company's technology. Further, there can be no
assurance that, if issued, such patents will afford protection against
competitive products or technologies, which could be superior to the Company's
products or technology. In addition, enforcement of patent rights could be
costly, and there can be no assurance that the Company would be successful in
enforcing such rights. Further, a successful challenge to a pending or issued
patent could jeopardize the Company's ability to engage in its contemplated
business activities. Therefore, there can be no assurance that the Company's
intellectual property rights are or will be adequately protected, which could
have a material adverse effect on the Company.

        Although the Company believes that its products and technologies do not
and will not infringe on patents or other proprietary rights of others, it is
possible that such infringement or violation has occurred or may occur. There is
currently pending one lawsuit filed against the Company alleging patent
infringement. In the event that the Company's products or technologies are found
to infringe on patents or other proprietary rights of others, the Company could
be required to discontinue the sale of its products, including the VideoLan
VL2000 System, and redesign its product or obtain licenses. There can be no
assurance that the Company would be able to do so in a timely manner, upon
acceptable terms and conditions, or at all, or that the failure to do any of the
foregoing would not have a material adverse effect on the Company. If any of the
Company's products or technologies are found to infringe on patents or other
proprietary rights of others, the Company could, under certain circumstances,
become liable for damages, which could also have a material adverse effect on
the Company.

Dependence on Suppliers and Third-Party Manufacturers

         The Company has arranged with Plexus Corp. ("Plexus") to assemble and
integrate sub-assemblies manufactured by it and other vendors according to the
Company's specifications. However, the Company and Plexus have not entered into
a contract, and the existing arrangement could be terminated at any time, which
could have an adverse effect on delivery schedules. In addition, the quality of
the components of the VideoLan VL2000 System and the Company's ability to meet
customers' delivery schedules will be dependent upon the ability of Plexus and
the other vendors to manufacture the components and to integrate the various
sub-assemblies in a timely manner, as well as the timely delivery by suppliers
of raw materials. To date, Plexus has delivered only limited production
quantities of the VideoLan VL2000 System to the Company. In the event

that Plexus or any other vendor or supplier fails to deliver quality components
or materials in a timely manner, the Company may 

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not be able to satisfy customer delivery schedules, which could have a material
adverse effect on the Company.

Possible Inability to Successfully Compete

        A number of video conferencing and distribution products presently are
being marketed, and new entrants into the market are anticipated. There are and
will be numerous well-established competitors, including joint ventures
involving major communications companies, that possess substantially greater
financial, marketing, personnel and other resources than the Company. There can
be no assurance that the VideoLan VL2000 System will be accepted in the
marketplace, or will be perceived as being competitive with other products,
including new products which may be developed. In addition, there is intense
competition among potential providers to establish video services. Various
alternative technologies such as ADSL digital compression technologies
(technologies that allows digital transmission on unshielded twisted pair copper
wire at various data rates and various distances) are being tested and there can
be no assurance that the Company's technology will be developed for video
services before other technologies are selected or that, if developed, will be
preferred over other technologies.

Possibility of Nasdaq Delisting and Decrease in Stock Price

        The trading of the Company's stock on the Nasdaq SmallCap Market is
conditioned upon meeting certain asset, capital and surplus, earnings and stock
price tests. The requirements to maintain eligibility on the Nasdaq SmallCap
Market require the Company to maintain total assets in excess of $2,000,000,
capital and surplus in excess of $1,000,000, and (subject to certain exceptions)
a bid price of at least $1.00 per share. While the Company currently exceeds the
total assets and capital surplus requirements, it may fall below such required
amounts if it dos not obtain financing in the near future. The Company's stock
price has traded as low as $1.00. If the Company fails any of these tests, the
Company's common stock ("Common Stock") may be delisted from trading on the
Nasdaq SmallCap Market. The effects of delisting include the limited release of
the market prices of the Company's securities and limited news coverage of the
Company. Delisting may restrict investors' interest in the Company's securities
and materially adversely affect the trading market and prices for such
securities and the Company's ability to issue additional securities or to secure
additional financing. In addition to the risk of volatility of stock prices and
possible delisting, low price stocks are subject to the additional risks of
additional federal and state regulatory requirements and the potential loss of
effective trading markets. In particular, if the Common Stock was delisted from
trading on the Nasdaq SmallCap Market and the trading price of the Common Stock
were less than $5.00 per share, the Common Stock could be subject to Rule 15g-9
under the Exchange Act, which, among other things, requires that broker/dealers
satisfy special sales practice requirements, including making individualized
written suitability determinations and receiving any purchaser's written consent

prior to any transaction. In such case, the Company's securities could also be
deemed penny stocks under the Securities Enforcement and Penny Stock Reform Act
of 1990, which would require additional disclosure in connection with trades in
the Company's securities, including the delivery of a disclosure schedule
explaining the nature and risks of the penny stock market. Such requirements
could severely limit

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the liquidity of the Company's securities and the ability of purchasers in the
Offering to sell their securities in the secondary market.

Need for Additional Personnel

        The success of the Company is dependent upon its ability to hire and
retain additional qualified marketing, technical and other personnel.
Competition for such personnel is intense and there can be no assurance that the
Company will be able to hire such additional personnel on a timely basis or
retain such personnel.

Uncertain Impact of FCC Statutes and Regulations

        The Company cannot precisely predict what effect current or future
governmental regulations may have on the Company's products or technology. While
Congress and the Federal Communications Commission (the "FCC") are promoting the
development of a competitive video distribution industry, the enactment or the
interpretation of relevant statutes and administrative rules, regulations,
policies and procedures could have an adverse effect on the industry as a whole,
any one segment thereof, or on the Company in particular.

        The Company's potential alliances with telephone companies and cable
companies to develop video services could be affected by the Telecommunications
Act of 1996 (the "Telecom Act"), pursuant to which the FCC repealed its rules
implementing the Cross-Ownership Ban, the statutory ban against telephone
companies providing video programming in their own service areas. As a result of
the Telecom Act, telephone companies now have four avenues for the provision of
video services. Specifically, telephone companies may (1) provide video
programming to subscribers through radio communication, (2) provide video
programming on a common carrier basis, (3) provide video programming as a cable
television system, or (4) provide video programming by means of an "open market
system," a new vehicle for entering the video marketplace, rules for which are
currently being considered by the FCC. The United States Supreme Court has
remanded to a lower court a case which questioned the constitutionality of the
Cross-Ownership Ban to determine whether or not it is moot in light of the
Telecom Act. Further proposals for additional or revised statutes and
regulations are considered by Congress and federal regulatory agencies,
respectively, from time to time. The Company cannot predict the effect of
possible changes in federal regulations, policies or laws on the business
strategy of the Company.







No Intention to Declare or Pay Cash Dividends

        The Company does not currently intend to declare or pay any cash
dividends on the Common Stock in the foreseeable future and anticipates that
earnings, if any, will be used to finance the development and expansion of its
business. Any payment of future dividends and the 


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amounts thereof will be dependent upon the Company's earnings, financial
requirements, and other factors deemed relevant by the Company's Board of
Directors, including the Company's contractual obligations.

Potential Adverse Impact of Preferred Stock on Rights of Common Stockholders

        The Company's Certificate of Incorporation authorizes the issuance of
"blank check" preferred stock with such designations, rights and preferences as
may be determined from time to time by the Board of Directors. Accordingly, the
Board of Directors is empowered, without stockholder approval, to issue
preferred stock with dividend, liquidation, conversion, voting or other rights
which could adversely affect the voting power or other rights of the holders of
the Company's Common Stock. In the event of issuance, the preferred stock could
be utilized, under certain circumstances, as a method of discouraging, delaying
or preventing a change in control of the Company. The possible impact on
takeover attempts could adversely affect the price of the Common Stock.

Possible Volatility of Common Stock

        Recently, there has been significant volatility in the market prices of
securities of companies in the computer and telecommunications industries,
including the Company. The price at which the Common Stock trades may be
influenced by many factors, including announcements of new legislative proposals
or laws relating to the telecommunications industry, the performance of, and
investor expectations for, the Company, the trading volume in the Common Stock,
and general economic and market conditions. There can be no assurance as to the
price at which the Common Stock will trade in the future.