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                                                                    EXHIBIT 99.1

                        SAFE HARBOR COMPLIANCE STATEMENT
                         FOR FORWARD-LOOKING STATEMENTS

         In passing the Private Securities Litigation Reform Act of 1995, or the
Reform Act, Congress encouraged public companies to make "forward-looking
statements" by creating a safe harbor to protect them from securities law
liability in connection with these statements. We intend to qualify both our
written and oral forward-looking statements for protection under the Reform Act
and any other similar safe harbor provisions.

         Generally, forward-looking statements include expressed expectations of
future events and the assumptions on which these expectations are based. All
forward-looking statements are inherently uncertain as they are based on
expectations and assumptions concerning future events, and they are subject to
numerous known and unknown risks and uncertainties that 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 our written or oral forward-looking statements. We do not undertake
any obligation to update or revise this Safe Harbor Compliance Statement for
Forward-Looking Statements to reflect future developments. In addition, we do
not undertake any 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. This Statement supersedes the Safe Harbor
Statement filed as Exhibit 99.1 to our Annual Report on Form 10-K for the year
ended December 31, 1998.

         We provide the following risk factor disclosure in connection with our
continuing effort to qualify our 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 known to our management that could cause
actual results to differ materially from those in forward-looking statements
include the disclosures contained in the Annual Report on Form 10-K to which
this statement is appended as an exhibit and also include the following:

OUR REVENUES COULD DECREASE AS WE TRANSITION TO A BUSINESS MODEL THAT EMPHASIZES
RECURRING SERVICES REVENUES.

         We are currently transitioning our business model to focus on providing
our customers with the ability to have their electronic commerce application
hosted on harbinger.net as a subscription service. We expect that this model
will provide us with an increase in recurring services revenues, but will also
result in a decrease in up-front licensing and sales revenue. Under our new
model, we provide "Application Hosting," which involve applications owned or
licensed by us, or third-party-owned applications licensed by our customers that
are hosted by us on harbinger.net. Our management believes that this service
will allow our customers to access software, connectivity and support services
without having to bear significant up-front licensing expenditures. Any delay in
the installation of our IP-enabled products or the failure in the implementation
of this service could have a material adverse affect on our business and
financial results. We are also making equity investments in companies from which
we expect to derive license and recurring revenue. The success of these
companies are dependent on may factors, and their inability to create revenues
will result in lower than expected payments to us. In addition, our business and
financial results could also suffer if our revenue from increased volume
experienced by existing and new customers does not make up for our loss in
revenue from the decrease in the per-customer amount of up-front licensing and
charges per message.

OUR OPERATING RESULTS COULD FLUCTUATE, CAUSING OUR STOCK PRICE TO FALL.

         Although we have been able to grow our revenue and operating income
(before special charges) in the past, we cannot assure that this growth will
continue or that fluctuations in revenue or operating income growth will not
occur in the future. The following factors could impact the future rate of
growth in our revenue or operating income:

o        the discontinuance of historical or acquired lines of business or
         products and a decrease in the rate of growth of X12 and EDIFACT data
         transformation software sales;

o        our success in focusing development on electronic commerce products and
         services acceptable to the market; and

o        our success in selling complex B2B e-commerce solutions to large
         enterprise customers.

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         In addition, if our quarterly revenue or operating results fall below
the expectations of investors or public market analysts, the price of our common
stock could fall substantially. Our quarterly operating results have in the past
and may in the future vary or decrease significantly depending on factors over
which we have limited or no control, such as:

o        revenue from software sales and services;
o        the timing of new product and service announcements;
o        changes in pricing policies by us and our competitors;
o        market acceptance of new and enhanced versions of our products;
o        conversion of customers to solutions that are IP-enabled;
o        the size and timing of significant orders;
o        changes in operating expenses, strategy or personnel;
o        government regulation;
o        the introduction of alternative technologies; and
o        the effect of acquisitions.

         We have experienced losses in the past, and at December 31, 1999, we
had an accumulated deficit of approximately $60.0 million. We have taken
integration and restructuring related charges in the past and may take similar
charges in the future related to these or similar items. We operate with
virtually no software product order backlog because our software products
typically are shipped shortly after orders are received. As a result, revenues
in any quarter are substantially dependent on the quantity of purchases of
services requested and product orders received in that quarter. Quarterly
revenues also are difficult to forecast because the market for electronic
commerce and data transformation software products is rapidly evolving, and our
revenues in any period may be significantly affected by the announcements and
product offerings of our competitors as well as alternative technologies. Our
marketplace and vertical market exchange software and infrastructure products
are more complex and expensive compared to our other electronic commerce and
Internet products introduced to date, and orders of these products will
generally involve significant investment decisions by prospective customers.
Accordingly, we expect that in selling our marketplace and vertical market
exchange software and infrastructure, we will encounter risks typical of
companies that rely on large dollar purchase decisions, including the reluctance
of purchasers to commit to major investments in new products and protracted
sales cycles, both of which add to the difficulty of predicting future revenues
and may result in quarterly fluctuations. Our expense levels are based, in part,
on our expectations as to future revenues. If revenue levels are below
expectations, we may be unable or unwilling to reduce expenses proportionately
and operating results are likely to be adversely affected. As a result, we
believe that period-to-period comparisons of our results of operations are not
necessarily meaningful and should not be relied upon as indications of future
performance. Due to all of the foregoing factors, it is likely that in some
future quarter or quarters our operating results will be below the expectations
of public market analysts and investors.

WE MUST SUCCESSFULLY MANAGE OUR GROWTH.

         We have recently experienced significant growth in revenue, operations
and personnel as we have made strategic acquisitions, added subscribers to
harbinger.net, our B2B e-commerce center, and increased the number of licensees
of our software products. This growth could continue to place a significant
strain on our management and operations, including our sales, marketing,
customer support, research and development, finance and administrative
operations. Achieving and maintaining profitability during a period of expansion
will depend, among other things, on our ability to successfully expand our
products, services and markets and to manage our operations and acquisitions
effectively. Difficulties in managing growth, including difficulties in
obtaining and retaining talented management and product development personnel,
especially following an acquisition, could have a material adverse affect on our
business and financial results.

WE HAVE RECENTLY INTRODUCED SEVERAL NEW PRODUCTS, AND MARKET ACCEPTANCE OF THESE
PRODUCTS IS CRITICAL TO OUR SUCCESS.

         We recently introduced our BCI, ASP, marketplace and vertical market
exchange and operations management products. As of December 31, 1999, 32
customers were utilizing these products. Broad and timely acceptance of our
recently-introduced products, which is critical to our future success, is
subject to a number of significant risks. These risks include:

o        Our ability to successfully market and sell these products;

o        Our product's ability to support large numbers of buyers and suppliers;

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o        Operating resource management and procurement on the Internet is a new
         market;

o        Our need to enhance the features and services of our products; and

o        Our need to significantly expand our internal resources to support
         planned growth of our network.

         Although we expect to derive a significant portion of long-term future
revenue from our recently introduced products, we have not yet finalized our
pricing and revenue model for the services associated with these products. If
these products do not achieve the level of market acceptance that we anticipate,
our business and financial results would suffer.

NETWORK ENHANCEMENTS, UPGRADES AND OTHER FACTORS COULD CAUSE SERVICE DISRUPTIONS
OF OUR HARBINGER.NET.

         As we enhance and upgrade our harbinger.net platform, our customers
could suffer temporary service interruptions. Other factors, such as
unauthorized intervention and access into our servers may also cause service on
harbinger.net to be disrupted. We are taking steps to ensure that such
disruptions do not occur, and that any disruptions that do occur will be
minimal. However, if not rectified in a manner satisfactory to our customers,
any disruptions in our harbinger.net network could result in a loss of customers
and a decline in service revenues, which would severely harm our business.

IF WE CANNOT INTEGRATE ACQUIRED COMPANIES WITH OUR BUSINESS, OUR PROFITABILITY
MAY BE ADVERSELY AFFECTED.

         We have completed a number of acquisitions in the past three fiscal
years and may complete additional acquisitions of complementary businesses in
the future. Our profitability may be adversely affected by our ability to
effectively and efficiently integrate these recently acquired companies as well
as our ability to integrate companies that we acquire in the future. Our
acquisitions present a number of risks and challenges, including:

o        the integration of the software products of the acquired companies into
         our current suite of products;

o        the integration of the sales forces of acquired companies into our
         existing sales operations;

o        the coordination of customer support services;

o        the conversion of acquired companies into a uniform infrastructure;

o        the integration of international operations of acquired companies with
         our international affiliates; and

o        the diversion of our management's attention from other business
         concerns.

         We cannot assure that we can successfully assimilate our operations and
integrate our software products with recently acquired operations, software
products and technologies or that we will be successful in repositioning our
products on a timely basis to achieve market acceptance. Any adverse
developments associated with our integration efforts could have a material
adverse affect on our business and financial results.

         If we find it necessary to engage in additional acquisitions, we cannot
assure that we will be able to identify suitable acquisition candidates
available for sale at reasonable prices, consummate any acquisition or
successfully integrate any acquired business into our operations. Operational
and software integration problems may arise if we undertake future acquisitions
of complementary products, technologies or businesses. Future acquisitions may
also result in:

o        potentially dilutive issuances of equity securities;

o        the incurrence of additional debt;

o        the write-off of in-process product development and capitalized product
         costs;

o        integration costs; and o the amortization of expenses related to
         goodwill and other intangible assets.

         Future acquisitions may involve numerous additional risks, including
difficulties in the assimilation of the operations, products and personnel of
the acquired company, differing company cultures, the diversion of management's
attention from other business concerns, risks of entering markets in which we
have little or no direct prior experience and the potential loss of key
employees of the acquired company. The occurrence of any of these risks could
materially affect our business and financial results. In addition, if we
consummate a significant acquisition in which the consideration consists of
stock or other securities, our current shareholders' equity could be
significantly diluted. If we consummate a significant acquisition in which the
consideration included cash, we could be required to use a substantial portion
of our available cash to consummate the acquisition. Acquisition financing may
not be available on favorable terms, or at all.
See "We must successfully manage our growth."


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WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AGAINST OTHER COMPANIES.

         The business-to-business e-commerce market is new, rapidly evolving and
intensely competitive, and we expect competition to intensify in the future.
Barriers to entry are minimal in some segments, and competitors may develop and
offer similar services in the future. Our business could be severely harmed if
we are not able to compete successfully against current or future competitors.
Although we believe that there may be opportunities for several providers of
products and services similar to ours, a single provider may dominate the
market. We believe there is no current dominant provider in our market. We
expect that additional companies will offer competing B2B e-commerce solutions
in the future.

         We have many competitors with substantially greater financial,
marketing, personnel and technological resources than we have. We may not be
able to compete successfully against current and future competitors, and
competitive pressures faced by us could hurt our business and financial results.
Other companies offer products and services that may be considered by customers
to be acceptable alternatives to our products and services. Certain companies
also operate electronic marketplaces for transacting business with their trading
partners, and we expect other companies to offer products and services
competitive with our Templar, Express and marketplace and vertical market
exchange products and services. We expect that other companies may develop and
implement similar computer-to-computer networks, some of which may be "public"
networks such as ours and others may be "private," providing services only to a
specific group of trading partners, thereby reducing our ability to increase
sales of our network services. In addition, several companies offer PC-based,
midrange NT and UNIX, and mainframe and Internet computer software products that
compete with our software products. Advanced operating systems and applications
software from Microsoft and other vendors also may offer electronic commerce
functions that limit our ability to sell our software products.

         We believe that the continuing acceptance of business-to-business
Internet-based electronic commerce will attract new competitors, including
software applications, operating systems and systems integration companies that
may bundle electronic commerce solutions with their offerings, and alternative
technologies that may be more sophisticated and cost effective than our products
and services. Competitive companies may offer certain electronic commerce
products or services, such as communications software, network transactional
services or consulting at no charge or a deeply discounted charge, in order to
obtain the sale of other products or services. Since our agreements with our
harbinger.net subscribers generally are terminable upon 30-days notice, we do
not have the contractual right to prevent our customers from changing to a
competing network.

THERE ARE MANY RISKS ASSOCIATED WITH THE EMERGENCE OF ELECTRONIC COMMERCE OVER
THE INTERNET.

         The Internet provides an alternative means of providing electronic
commerce to business trading partners. The market for Internet software and
services is both emerging and highly competitive, ranging from small companies
with limited resources to large companies with substantially greater financial,
technical and marketing resources than ours. In addition to our Internet-related
products and services, several of our existing competitors have introduced their
own Internet electronic commerce products and services. Moreover, new
competitors, which may include telephone companies and media companies, are
likely to increase the provision of business-to-business data transmission
services using the Internet. We cannot assure that the Internet will become an
accepted method of electronic commerce. We cannot assure that Templar end-user
software and marketplace and vertical market exchange products, which enable
electronic commerce over the Internet, will be accepted in the Internet market
or will be competitive with other products based on evolving technologies. If
the Internet becomes an accepted method of electronic commerce, we could lose
certain customers to other solutions offered by our competitors, which would
reduce recurring revenue from network services and have a material adverse
affect on our business and financial condition. Even if customers choose our
Internet solutions, the revenue gained from the sale of these solutions may not
offset the loss of revenue from the sale of our traditional e-commerce
solutions.

         The use of our Internet electronic commerce products and services will
depend in large part upon the continued development of the infrastructure for
providing Internet access and services. Use of the Internet for
business-to-business electronic commerce services raises numerous issues that
greatly impact the development of this market. These issues include reliability,
data security and data integrity, timely transmission, and pricing of products
and services. Because global commerce and online exchange of information on the
Internet is new and evolving, it is difficult to predict with any assurance
whether the Internet will prove to be a viable commercial marketplace. The
Internet has experienced, and is expected to continue to experience, substantial
growth in the number of users and the amount of traffic. We cannot assure that
the Internet will continue to be able to support the demands placed on it by
this continued growth. In addition, the

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Internet could lose its viability due to delays in the adoption of new standards
and protocols to handle increased levels of Internet activity, or due to
increased governmental regulation or the imposition of fees or taxes for its
use. We cannot assure that the infrastructure or complementary services
necessary to make the Internet a viable commercial marketplace will be
developed, or, if developed, that the Internet will become a viable commercial
marketplace for products and services such as those offered by us. If the
necessary infrastructure or complementary services or facilities are not
developed, or if the Internet does not become a viable commercial marketplace,
our business and financial results will be materially adversely affected.

WE MUST CONTINUE TO ADVANCE OUR TECHNOLOGY AND COMPLY WITH INDUSTRY REQUIREMENTS
TO REMAIN COMPETITIVE.

         The electronic commerce industry is characterized by rapid
technological change, frequent new product and service introductions and
evolving industry standards. Our future success will depend in significant part
on our ability to anticipate industry standards, to continue to apply advances
in electronic commerce product and service technologies, to enhance existing
products and services, and to introduce and acquire new products and services on
a timely basis to keep pace with technological developments. We cannot assure
that we will be successful in timely development, acquisition or marketing new
or enhanced products or services that respond to technological change and
evolving industry standards, and that meet the requirements of the marketplace
and achieve market acceptance. In the past, we have experienced delays in the
commencement of commercial shipments of new products and enhancements, resulting
in delays or losses of product revenues. These delays or failure in the
introduction of new or enhanced products or services, or the failure of such
products or services to achieve market acceptance, could have a material adverse
affect our business and financial results.

THERE ARE MANY RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS.

         We believe that our continued growth and profitability will require
expansion of our international operations through our international
subsidiaries, in the United Kingdom, The Netherlands, Germany, Italy and Mexico.
This expansion will require financial resources and significant management
attention. Our ability to successfully expand our business internationally will
also depend upon our ability to attract and retain both talented and qualified
managerial, technical and sales personnel and electronic commerce services
customers outside the United States and our ability to continue to effectively
manage our domestic operations while focusing on international expansion.
Certain of our international subsidiaries have experienced operating losses in
their recent histories and some have experienced significant operating losses in
their recent histories. Any inability of our international subsidiaries to
penetrate international markets in a timely and profitable manner could have a
material adverse affect on our business and financial results.

         International operations are subject to certain inherent risks,
including unexpected changes in regulatory requirements and tariffs, longer
payment cycles, increased difficulties in collecting accounts receivable and
potentially adverse tax consequences. To the extent international sales are
denominated in foreign currencies, gains and losses on the conversion to U.S.
dollars of revenues, operating expenses, accounts receivable and accounts
payable arising from international operations may contribute to fluctuations in
our results of operations. We have not entered into any hedging or other
arrangements for the purpose of guarding against the risk of currency
fluctuation. In addition, sales in Europe and certain other parts of the world
typically are adversely affected in the third calendar quarter of each year
because many customers reduce their business activities in the summer months.

THE INABILITY TO ATTRACT AND MAINTAIN MANAGEMENT AND OTHER PERSONNEL MAY
ADVERSELY AFFECT US.

         Our success is largely dependent upon our executive officers and key
sales and technical personnel, the loss of one or more of whom could have a
material adverse affect on our business and financial results. Our future
success will depend in large part upon our ability to attract and retain
talented and qualified personnel. In particular, we believe that it will be
important for us to hire and retain experienced product development and sales
personnel. Competition in the recruitment of highly qualified personnel in the
computer software and electronic commerce industries is intense. Our inability
of to locate and retain such personnel may have a material adverse affect on our
business and financial results. We cannot assure that we can retain our key
employees or that we can attract qualified personnel in the future. We currently
carry a key-person life insurance policy on our CEO, James M. Travers.

YEAR 2000 RISKS MAY ADVERSELY AFFECT US.

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         The term "year 2000 issue" is a general term used to describe the
various problems that may result from the improper processing of dates and
date-sensitive calculations by computers and other machinery as the year 2000
was approached and reached. Our failure to appropriately address a material year
2000 issue, or the failure by any third parties who provide goods or services
that are critical to our business activities to appropriately address their year
2000 issues, could have a material adverse affect on our financial condition,
liquidity or results of operations.

         Since entering the year 2000, we have not experienced any significant
disruptions related to the year 2000 issue, nor are we aware of any significant
year 2000-related disruptions impacting our customers or suppliers. While we
will continue to monitor our business critical information technology assets, we
do not anticipate that we will experience any significant year 2000-related
disruptions to our internal systems, nor on those of our customers and
suppliers. The costs related to our year 2000 initiative will total
approximately $2.0 million, substantially all of which were incurred in the year
ended December 31, 1999.

WE ARE DEPENDENT UPON OUR ALLIANCE PARTNERS.

         We have various agreements with alliance partners for the distribution
and marketing of certain of our software products. These alliance partners pay
us royalties representing a percentage of fees generated from the sale of
software licensed from us. If our current or future alliance partners are not
able to successfully resell our products, our business will suffer.

WE MAY BE CONFRONTED WITH DEFECTS IN OUR SOFTWARE.

         Software products as complex as those offered by us may contain
undetected errors or failures when first introduced or when new versions are
released. If software errors are discovered after introduction, we could
experience delays or lost revenues during the period required to correct these
errors. We cannot assure that, despite testing by us and by current and
potential customers, errors will not be found in new products or releases after
commencement of commercial shipments. These errors could result in loss of or
delay in market acceptance, additional and unexpected expenses to fund further
product development or to add programming personnel to complete a development
project, and loss of revenue because of the inability to sell the new product on
a timely basis, any one or more of which could have a material adverse affect on
our business and financial results.

WE ARE DEPENDENT ON OUR DATA CENTERS, WHICH COULD BE DESTROYED OR DAMAGED.

         Our harbinger.net service operations are dependent upon the ability to
protect computer equipment and the information stored in our data centers
against damage that may be caused by fire, power loss, telecommunication or
Internet failures, unauthorized intrusion, computer viruses and disabling
devices, our own internal errors and other similar events. Notwithstanding
precautions we have taken, we cannot assure that a fire or other natural
disaster, including national, regional or local telecommunications outages,
would not result in a prolonged outage of our network services. In the event of
a disaster, and depending on the nature of the disaster, it may take from
several minutes to several days before our off-site computer system can become
operational for all of our customers, and use of the alternative off-site
computer would result in substantial additional cost to us. In the event that an
outage of our network extends for more than several hours, we will experience a
reduction in revenues by reason of such outage. In the event that such outage
extends for one or more days, we could potentially lose many of our customers,
which would have a material adverse affect on our business and financial
results.

WE ARE DEPENDENT ON CERTAIN LICENSE ARRANGEMENTS WITH THIRD PARTIES.

         We rely on certain technology that we license from third parties and
other products that are integrated with internally developed software and used
in our products to perform key functions or to add important features. We cannot
assure that we will be successful in negotiating third-party technology licenses
on suitable terms or that such licenses will not be terminated in the future.
Moreover, any delay or product problems experienced by such third party
suppliers could result in delays in introduction of our products and services
until equivalent technology, if available, is identified, licensed and
integrated, which could have a material adverse affect on our business and
financial results.

OUR FAILURE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS MAY ADVERSELY AFFECT
US.


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         We rely primarily on a combination of copyright, patent and trademark
laws, trade secrets, confidentiality procedures and contractual provisions to
protect our proprietary rights. We seek to protect our software, documentation
and other written materials principally under trade secret and copyright laws,
which afford only limited protection. We presently have a patent for an
electronic document interchange test facility and a patent for an EDI
communication system. Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy aspects of our products or to obtain
and use information that we regard as proprietary. We cannot assure that our
means of protecting our proprietary rights will be adequate or that our
competitors will not independently develop similar technology. In distributing
many of our products, we rely primarily on "shrink wrap" licenses and
increasingly on "click wrap" licenses that are not signed by licensees and,
therefore, may be unenforceable under the laws of certain jurisdictions. In
addition, we have licensed our products to users and distributors in other
countries, and the laws of some foreign countries do not protect our proprietary
rights to as great an extent as the laws of the United States. We do not believe
that any of our products currently infringe the proprietary rights of third
parties. We cannot assure, however, that third parties will not claim
infringement by us with respect to current or future products, and we have
agreed to indemnify many of our customers for the full cost of such claims. We
expect that software product developers will increasingly be subject to
infringement claims as the number of products and competitors in electronic
commerce grows and the functionality of products in different industry segments
overlaps. Any such claims, with or without merit could be time-consuming, result
in costly litigation, cause product shipment delays or require us to enter into
royalty or licensing agreements and indemnify our customers against resulting
liability, if any. Such royalty or licensing agreements, if required, may not be
available on terms acceptable to us or at all, which could have a material
adverse affect on our business and financial results.

WE MAY BE SUBJECT TO CHANGING GOVERNMENTAL REGULATIONS.

         Our network services are transmitted to our customers over dedicated
and public telephone lines. These lines are governed by Federal and state
regulations establishing the rates, terms and conditions for their use. Changes
in the legislative and regulatory environment relating to online services or the
Internet access industry, including regulatory or legislative changes which
directly or indirectly affect telecommunication costs, restrict content or
increase the likelihood of competition from regional telephone companies or
others, could have a material adverse affect on our business and financial
results. The Telecommunications Act of 1996, or the Act, amended the federal
telecommunications laws by lifting restrictions on regional telephone companies
and others competing with us and imposed certain restrictions regarding obscene
and indecent content communicated to minors over the Internet or through
interactive computer services. The Act set in motion certain events that will
lead to the elimination of restrictions on regional telephone companies
providing transport between defined geographic boundaries associated with the
provision of their own information services. This will enable regional telephone
companies to more readily compete with us by packaging information service
offerings with other services and providing them on a wider geographic scale.
While provisions of the Act prohibiting the use of a telecommunications device
or interactive computer service to send or display indecent material to minors
have been held by the U.S. Supreme Court to be unconstitutional, we cannot
assure that future legislative or regulatory efforts to limit use of the
Internet in a manner harmful to us will not be successful. The Clinton
administration has announced an initiative to establish a framework for global
electronic commerce. Also, some countries, such as Germany, have adopted laws
regulating aspects of the Internet, and there are a number of bills currently
being considered in the United States at the federal and state levels involving
encryption and digital signatures, all of which may impact our business. We
cannot predict the impact, if any, that the Act and future court opinions,
legislation, regulations or regulatory changes in the United States or other
countries may have on our business. Our management believes that we are in
compliance with all material applicable regulations. Our Templar product
incorporates encryption technology that is subject to U.S. export control
regulations. Although this product is currently exportable under licenses
granted by the Commerce Department, government regulation in this area is
subject to frequent change and we cannot assure that these products will remain
exportable.

OUR CHARTER AND BYLAWS MAY INHIBIT A TAKEOVER OF OUR BUSINESS.

         Our Board of Directors has authority to issue up to 20,000,000 shares
of preferred stock and to fix the rights, preferences, privileges and
restrictions, including voting rights, of the preferred stock without further
vote or action by our shareholders. The rights of the holders of our common
stock will be subject to, and may be adversely affected by, the rights of the
holders of any preferred stock that may be issued in the future. While we have
no present intention to issue additional shares of preferred stock, such
issuance, while providing desired flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire a majority of our outstanding voting
stock. In addition, our charter and bylaws contain provisions that may
discourage proposals or bids to acquire us. This could limit the price that
certain investors might be willing to pay in the future for shares of our common
stock. Our

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charter provides for a classified board of directors with three-year, staggered
terms for its members. The classification of the Board could have the effect of
making it more difficult for a third party to acquire control of us.