EXHIBIT 99

           ADDITIONAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

     The Company's  Annual Report on Form 10-KSB for the year ended December 31,
1997 (the "Annual  Report")  contains various  forward-looking  statements which
reflect the Company's  current views with respect to future events and financial
results.  Forward-looking  statements  usually include the verbs  "anticipates,"
"believes,"    "estimates,"    "expects,"    "intends,"   "plans,"   "projects,"
"understands"  and other  verbs  suggesting  uncertainty.  The  Company  reminds
shareholders that  forward-looking  statements are merely  predictions which are
inherently  subject to  uncertainties  and other  factors  which could cause the
actual results to differ materially from the forward-looking  statement. Some of
these  uncertainties  and other factors are discussed in the Annual Report.  See
Item 6 "Management Discussion and Analysis of Financial Condition and Results of
Operations."  In  this  Exhibit  99,  the  company  has  attempted  to  identify
additional  uncertainties and other factors which may affect its forward-looking
statements.

     Shareholders  should  understand that the  uncertainties  and other factors
identified  in the  Annual  Report  and  this  Exhibit  99 do not  constitute  a
comprehensive  list of all the  uncertainties and other factors which may affect
forward-looking  statements.  The Company has merely attempted to identify those
uncertainties and other factors which, in its view at the present time, have the
highest likelihood of significantly affecting its forward-looking statements. In
addition,  the Company does not undertake any obligation to update or revise any
forward-looking  statements or the list of uncertainties and other factors which
could affect such statements.

     Capitalized  terms not  otherwise  defined  below have been  defined in the
Annual Report.

Business and Market Risks

     Operating Results May Fluctuate. The Company has experienced and may in the
future  experience  significant  fluctuations in revenues and operating  results
from  quarter to quarter  due to a  combination  of  factors,  many of which are
beyond the Company's control.  These factors include:  the timing of significant
revenues for the Company's services;  new services  introductions by the Company
or its  competitors;  changes in the  Company's  product or service mix that may
affect revenues,  prices,  margins or both;  further  expansion of the Company's
marketing and service operations;  disruptions in sources of personnel;  changes
in personnel costs;  regulatory  changes;  general economic conditions and other
factors.  The  Company's  operating  expenses are based on  anticipated  revenue
levels, and a high percentage of such expenses are relatively fixed. The Company
believes  that its  quarterly  operating  results will continue to be subject to
significant fluctuations.

     History of Unprofitable  Operations;  Accumulated Deficit;  Working Capital
Deficiency.  During the fiscal years ended December 31, 1995, 1996 and 1997, the
Company's  operations were unprofitable.  No assurance can be given that it will
operate on a  profitable  basis in the  future.  The  ability of the  Company to
continue its operations  successfully is materially dependent upon the marketing
of its  services  and  products  in a  profitable  manner and the raising of any
additional capital which it may require.





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     Recent Merger;  Failure to Manage Growth  Effectively Could Have a Material
Adverse Effect on the Company.  The Company has grown significantly in 1997 as a
result of the Stock  Purchase  Agreement.  The  Company's  ability to manage its
growth will  require it to continue to improve its  operational,  financial  and
management  information  systems,  and to  motivate  and  manage  its  employees
effectively.  In addition, the Company's management must manage operations which
are international in scope. If the Company's  management is unable to manage the
Company's  growth  and  geographically  dispersed  operations  effectively,  the
quality of the Company's  services,  its ability to retain key personnel and its
business and operating  results and financial  condition could be materially and
adversely affected.

     Company  Depends upon Major  Customers.  There can be no assurance that the
Company's  current  customers  will  continue  to retain the Company or that the
Company will be able to sell services to new  customers.  The loss of any one or
more of the Company's major customers could  materially and adversely affect the
Company's business, operating results and financial condition.

     Market for  Company's  Services is Highly  Competitive.  The market for the
Company's  services is highly  competitive  and  subject to rapid  technological
change.  The Company faces competition from a number of entities which presently
provide  computer  training and  consulting  services,  or market TBT  products,
similar  to  those  furnished  by  the  Company.  The  Company  also  encounters
competition from educational  institutions  providing personal computer training
programs,  including  universities,  colleges and adult education  centers,  and
customers'  in-house training staffs. Many of the entities which provide ILT and
consulting  services,  and market  TBT  products,  have  greater  financial  and
marketing resources than the Company. Increased competition could materially and
adversely  effect the Company's  results of operations  through price reductions
and loss of market  share.  There can be no  assurance  that the Company will be
able to continue to compete  successfully  against its existing  competitors  or
that it will be able to compete successfully against new competitors.

     Cancellation  of  Software  Manufacturers'  Authorizations.  The Company is
authorized  to act as a  training  center  by  various  software  manufacturers.
Management believes that such authorizations have several advantages,  including
referrals from the software  manufacturers  and free listings in the advertising
literature  published or distributed by such manufacturers.  No assurance can be
given that the Company will continue to maintain its  authorizations  or that it
will be successful in obtaining new  authorizations in the future. The inability
to  maintain  such  authorization  or obtain new ones  could make the  Company's
training courses and consulting services less attractive to its clients and thus
materially adversely effecting its financial results and financial condition.

     The Loss of Key  Employees  Could  Have a  Material  Adverse  Effect on the
Company's  Business.  The Company's success depends to a significant degree upon
its  executive  officers.  The loss of any of Roy  Machnes,  Chairman  and Chief
Executive  Officer,  Terry I.  Steinberg,  Executive  Vice  President  for North
American Sales and Marketing,  or Elan Penn, Chief Financial Officer, could have
a material adverse effect on the Company's business.  The Company's success also
depends  upon its  ability  to  attract  and retain  highly  skilled  technical,
management and other personnel.  Competition for such personnel is intense,  and
the inability to attract and retain additional



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qualified  employees or the loss of current key employees  could  materially and
adversely  affect  the  Company's  business,  operating  results  and  financial
condition.

     Company's  Proprietary  Technology  Has  Limited  Protection.  The  Company
possesses limited patent or registered intellectual property rights with respect
to its TBT  technology.  The  Company  depends  in  part  upon  its  proprietary
technology and know-how to differentiate  its products and service from those of
its competitors.  The Company relies on a combination of contractual  rights and
trade  secret  laws to  protect  its  proprietary  technology.  There  can be no
assurance  that the Company will be able to protect its technology or that third
parties will not be able to develop similar technology independently.

     Risks  Associated with  Allegations of Patent  Infringement in the Software
Industry.  The software  industry is  characterized  by the existence of a large
number  of  patents  and  frequent  litigation  based on  allegations  of patent
infringement.  There can be no  assurance  that  third  parties  will not assert
infringement  claims against the Company in connection  with its products,  that
any such assertion of  infringement  will not result in litigation,  or that the
Company  would  prevail in such  litigation  or be able to license any valid and
infringed   patents  of  third  parties  on   commercially   reasonable   terms.
Furthermore,  litigation, regardless of its outcome, could result in substantial
cost to and  diversion  of effort by the  Company.  Any  infringement  claims or
litigation  against  the  Company  could  materially  and  adversely  affect the
Company's business, results of operations and financial condition.

     Company Will Continue to be Controlled by its Principal Stockholder. Mashov
Computers Marketing Ltd. ("Mashov") currently owns an aggregate of approximately
60.4% of the Company's  outstanding  Common Stock.  As a result,  Mashov will be
able to exert  controlling  influence  over the  outcome  of  actions  requiring
stockholder  approval,   such  as  the  election  of  the  Company's  directors,
amendments  to the  Company's  Certificate  of  Incorporation  and mergers.  Roy
Machnes,  Chairman of the Board of Directors and the Company's  Chief  Executive
Officer is also the  Chairman of the Board of Mashov,  and Elan Penn, a Director
and the Company's  Chief Financial  Officer is also the Chief Financial  Officer
and a Director of Mashov.  In  addition,  David Assia and Jack  Dunietz are both
Directors  of the Company  and of Mashov.  Messrs.  Machnes,  Penn,  Assia,  and
Dunietz  own  1.51%,   0.4%,  0.56%  and  3.15%  of  voting  equity  of  Mashov,
respectively.  Mashov is an 80%-owned  subsidiary  of Mashov  Computers  Ltd., a
publicly-held  company in Israel.  Messrs.  Assia and Dunietz are  directors  of
Mashov Computers Ltd. and are the beneficial  owners of approximately 30% of its
issued and outstanding shares.

     Illiquidity  of Trading  Market;  Sales of Shares  Eligible for Future Sale
Could Adversely Affect Market Prices for the Company's Common Stock. The Company
does not currently meet the initial listing requirements for the Nasdaq SmallCap
Market.  Accordingly,  trading in the Company's Common Stock is conducted in the
over-the-counter  market on the Nasdaq  Bulletin  Board where there is presently
only a limited trading market for such securities. As a consequence,  purchasers
of the  Shares  could  find it  difficult  to  dispose  of, or  obtain  accurate
quotations as to the market value of such Shares.  Sales of substantial  amounts
of Common Stock of the Company in the public market following the effective date
of the  Registration  Statement  of which  this  Prospectus  forms a part  could
adversely  affect the market price for such Common Stock. At present,  less than
2% of the Company's outstanding shares are believed to be in the public market.



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     Anti-takeover  Provisions of the Company's Certificate of Incorporation and
By-Laws  May  Adversely  Affect  Holders  of  Common  Stock or Delay or  Prevent
Corporate  Takeovers.   Certain  provisions  of  the  Company's  Certificate  of
Incorporation  and By-Laws could have the effect of making it more difficult for
a third party to acquire,  or of  discouraging a third party from  attempting to
acquire, control of the Company. Certain of such provisions allow the Company to
issue preferred stock with rights senior to those of the Common Stock and impose
various procedural and other requirements which could make it more difficult for
stockholders  to effect  certain  corporate  actions.  The issuance of preferred
stock  and  certain  of  the   provisions  in  the  Company's   Certificate   of
Incorporation and By-Laws may delay, defer or prevent a change in control of the
Company.  The mere  existence  of these  provisions  could  limit the price that
certain investors might be willing to pay in the future for shares of the Common
Stock and  therefore  may have a  depressive  effect on the market  price of the
Common Stock.

     Delaware  Anti-takeover  Provisions May Adversely  Affect Holders of Common
Stock or Delay or  Prevent  Corporate  Takeovers.  Section  203 of the  Delaware
General  Corporation  Law  restricts  certain  business  combinations  with  any
"interested  stockholder" as defined in such law. This statute may delay,  defer
or prevent a change in control of the Company.


Risks Relating to the Company's Operations in Israel

     Operations in Israel.  The Company's two  Israeli-based  subsidiaries  were
responsible for  approximately 6% of the Company revenues in 1997.  Accordingly,
the  Company's  operations  are  directly  affected by economic,  political  and
military  conditions in Israel.  For information with respect to certain factors
concerning the State of Israel,  and risks related to its economic and political
situation,

     Some of the Company's  employees are currently  obligated to perform annual
reserve duty in the Israeli  Defense  Forces and are subject to being called for
active duty at any time upon the outbreak of hostilities.  While the Company has
operated effectively under these requirements,  no shareholder prediction can be
made as to the effect on the Company of any expansion of such obligation.

     Impact of Inflation  and Currency  Fluctuations.  Substantially  all of the
Company's  Israeli  operations'  expenses  were in unlinked New Israeli  Shekels
("NIS") and all of the expenses of the Company's Israeli subsidiaries  continued
to be denominated  in unlinked NIS. The Company's  results are influenced by the
extent to which any inflation in Israel is not offset (or is offset on a lagging
basis) by the  devaluation  of the NIS in relation to the dollar.  The inflation
rate in  Israel  was  10.6% in 1996 and  10.7% in 1997.  At the same  time,  the
devaluation  of the NIS  against the dollar was limited to 3.7% in 1996 and 3.7%
in 1997.  The Company  could be adversely  affected in the future as a result of
currency fluctuations.