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                                                                      EXHIBIT 99

       SAFE HARBOR STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION
                               REFORM ACT OF 1995

         Statements regarding the future prospects of the Company must be
evaluated in the context of a number of factors that may materially affect its
financial condition and results of operations. Disclosure of these factors is
intended to permit the Company to take advantage of the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Most of these factors
have been discussed in prior filings by the Company with the Securities and
Exchange Commission. Although the Company has attempted to list the factors that
it is currently aware may have an impact on its operations, other factors may in
the future prove to be important and the following list should not necessarily
be considered comprehensive.

         Fluctuations in Quarterly Operating Results. The Company has
experienced quarterly fluctuations in operating results and anticipates that
these fluctuations will continue. These fluctuations have been caused by various
factors, including the buying patterns of the Company's various customers; the
number and timing of new product introductions and enhancements by the Company
and its competitors; the effects of industry evaluations and publicity; the
timing of product orders and shipments; marketing and promotional programs; and
economic conditions in the regions in which the Company does business. A
significant portion of the Company's operating expenses is relatively fixed in
nature and planned expenditures are based primarily on sales forecasts. If
revenue does not meet the Company's expectations in any given quarter, operating
results may be adversely affected.

         Distribution Systems. The Company has consigned inventory to
approximately 2,200 clinics for direct distribution to patients. Although the
Company attempts to obligate such clinics to monitor the inventory, it has
experienced inventory losses each year and expects such losses to continue.
Further, the Company generally experiences increased inventory loss with
dissatisfied or terminated sales agents. There can be no assurances that its
reserves for lost inventory are adequate.

         In addition, because private and government health care reimbursement
entities (health insurance carriers) require a substantial amount of time to
approve reimbursement for sale and rental of products, the Company's accounts
receivable have grown significantly in recent years. The Company has added
personnel as it considered appropriate to deal with collections and record
keeping and has established reserves, which it believes are adequate, for
uncollectible receivables. Nevertheless, there can be no assurances that the net
revenue the Company generates can be collected or that its reserves for
uncollectible accounts will be adequate.

         Volatile Markets. The electrotherapy pain management market is a
relatively mature and competitive market, subject to significant fluctuations in
profitability caused by foreign competition, questions of therapeutic efficacy,
governmental regulation and private rates of reimbursement. The electrotherapy
rehabilitation market is an evolving and fragmented market with a number of
different companies offering competing treatments without any clear indication
of industry preference. There can be no assurance that the Company will ever be
able to capture a significant portion of the pain management market or that it
can establish a significant position in the electrotherapy rehabilitation
market.

         Competition. Competition in the medical device industry from other
electrotherapy pain management and rehabilitation device companies, as well as
from pharmaceutical companies and biotechnology companies, is intense. The
market for the Company's products, and particularly its pain management
products, is extremely competitive. Although the Company believes that the
rehabilitation products it sells distinguish it from its competitors, there can
be no assurance that the Company will be able to compete effectively in the sale
or rental of its products.

         Reimbursement Rates. In the United States most of the Company's
products are sold or rented on prescription and the sales or rental price is
reimbursed to the Company or its dealers by the patients' insurers. Both private
insurers and the United States Government as the administrator of



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Medicare will reimburse patients for the cost of such products based on
scheduled rates that they have established. Generally, the Company, and other
providers of medical products, attempt to sell and lease their products at
prices approximating these reimbursement rates. Nevertheless, private and
government payers are increasingly vigorous in their attempts to contain health
care costs through limitations on the level of reimbursement and scrutiny of
items submitted for reimbursement. In some instances, such payers have made
determinations that a form of electrotherapy is not an acceptable form of
treatment and have refused all reimbursement for that electrotherapy modality.
To the extent such private insurers or Medicare decrease the rate of
reimbursement or refuse reimbursement with respect to any product or line of
products, the Company's profit margins and revenues will be adversely effected.

         Clinical Efficacy. TENS sales have been negatively affected in the
past, and may continue to be affected, by publications questioning the efficacy
of TENS for pain relief. The mechanism through which a number of electrotherapy
modalities relieve pain is not precisely understood and, although studies
generally indicate that TENS and other modalities offered by the Company are
effective in relieving chronic pain, there can be no assurance that contrary
studies or publicity will not negatively impact revenue in the future. Such
studies had, and can be expected to continue to have, a negative impact on
reimbursement.

         Governmental Regulation. The Company's products are subject to changing
Federal regulation governing the use, marketing and sale of medical products.
Generally, medical products must be "substantially equivalent" to existing
medical products or will be subject to an extensive premarket approval process
that often requires clinical testing. The Company has received approval from the
Food and Drug Administration (FDA) for ability to market its existing products
based on substantial equivalence. Nevertheless, there can be no assurance that
approval to market such products for broader medical applications, or other
products the Company may introduce, will be granted on such basis. The FDA also
regulates the manufacture of medical devices under its "good manufacturing
practices" regulations and requires that the manufacturing process follow
certain pre-established procedures. The FDA and state regulatory bodies also
regulate the form of advertisement and methods used to sell and distribute
medical products. Although the Company believes that its manufacturing processes
comply with good manufacturing practices and that all of its advertising and
sales practices comply with applicable law, a contrary finding by a regulatory
body could have an adverse effect on its operations.

             To the extent that Company receives reimbursement from Medicare,
the Company must also comply with a complicated system of regulation relating to
the forms it must receive from clinicians and physicians in order to submit
claims requesting reimbursement. To the extent it does not precisely comply with
such regulations, the Company may be required to return reimbursements and may
be subject to substantial fines and penalties. In connection with settlement of
the whistleblower suit asserted against the Company, the Company also entered
into a Corporate Integrity Agreement that contains detailed requirements as to
audit of its reimbursement records by an independent auditor, reporting to the
government, training of employees and other matters. Failure to comply with the
CIA could result in loss of the Company's ability to receive Medicare
reimbursement.

         Product Liability. Like most producers of medical products, the Company
faces the risk of product liability claims and unfavorable publicity in the
event that the use of its products causes injury or has other adverse effects.
Although the Company has product liability insurance for risks of up to
$2,000,000, there can be no assurance that it will be able to avoid product
liability exposure.

         Lack of Proprietary Protection. The Company holds various patents and
plans to seek protection for certain technology in the future. However, the
Company has not applied for protection on the technology incorporated into other
products that it currently offers. In the absence of proprietary protection, the
Company is vulnerable to competitors that may attempt to copy its products.

         In addition, although the Company has never been the subject of a suit
for patent or trademark infringement and does not believe that the technology
incorporated into its products infringes upon the proprietary rights of others,
there can be no assurance that third parties will not assert infringement claims
against the Company in the future or that any such assertion will not result in
royalty payments or costly litigation.



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         Limited Public Market/Possible Volatility of Stock Price. There has
historically been a limited trading market in the Company's Common Stock. The
Company believes that factors such as new product announcements by the Company
and quarter-to-quarter variations in financial results could cause the market
price of the Common Stock to fluctuate substantially. In addition, the stock
market in general has recently experienced significant price and volume
fluctuations, not entirely related to the performance of individual companies.
Broad market fluctuations as well as general economic or political conditions
may adversely affect the market price of the Common Stock.

         The Company has periodically been the subject of litigation that has
caused it additional expense, including a Medicare whistleblower suit settled in
2000 for approximately $1.6 million and, currently, a $2.3 million product
liability suit that proceeded to a default judgment without the Company's
knowledge. The costs of these actions, and other actions that may arise, have
negatively affected, and may continue to negatively affect, the Company
operating results.

         The Internal Revenue Service periodically reviews the Company's Federal
income tax returns. They recently reviewed returns for the fiscal years ending
June 30, 1997 and 1998 and proposed various adjustments, most of which relate to
the timing of revenue or expense recognition. The Company believes its provision
for income taxes and related reserves are adequate but resolution of specific
issues could, at times, result in additional cash payments.






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