Exhibit 99

Certain Risk Factors  Which May Impact Our Business,  Results of Operations  and
Financial Condition

IF WE ARE  UNABLE TO AVOID  SIGNIFICANT  PRODUCT  LIABILITY  CLAIMS  OR  PRODUCT
RECALLS,  WE MAY BE FORCED TO PAY  SUBSTANTIAL  DAMAGE AWARDS AND OTHER EXPENSES
THAT COULD EXCEED OUR ACCRUALS AND INSURANCE COVERAGE.

We conduct  our  product  development,  manufacturing,  marketing,  service  and
support activities with careful regard for the consequences to patients. As with
any  body  support  manufacturer,  however,  we are  often  exposed  to  product
liability claims and product  recalls,  some of which may have a negative impact
on our business. To incur the substantial costs and expenses as a result of such
claims and  recalls,  we maintain  product  liability  insurance  policies  that
collectively  carry a policy limit of $1 million  worldwide except in the United
States and Canada and reserves  that amounted to $520,000 at September 30, 2005.
At present,  we have no third-party  liability  insurance in the U.S. and Canada
and no risk-shifting  liability insurance to protect us from the costs of claims
for damages due to the use or recall of our products under certain circumstances
and for specific  amounts.  If a product liability claim or class action suit is
brought against us for uninsured liabilities in excess of our insurance coverage
and  reserves,   our  business  will  likely   suffer.   Other  breast   implant
manufacturers  that  suffered  such claims in the past have been forced to cease
operations  or even to declare  bankruptcy.  In  addition  to product  liability
claims, we may in the future need to recall or issue field  corrections  related
to our products due to manufacturing or design deficiencies, labeling errors, or
other  safety or  regulatory  reasons.  This recall of products may expose us to
additional product liability claims.

THE SUCCESS OF OUR  BUSINESS IS  SUBSTANTIALLY  DEPENDENT ON THE SALES OF BREAST
IMPLANTS

We anticipate  that sales of breast implants will continue to play a significant
role in our  revenues  for the  foreseeable  future.  Declines  in demand of our
breast  implants  could occur as a result of changes in government  regulations;
new competitive  product release and  enhancements to existing  products;  price
competition;  technological changes and the inability to maintain our technology
relationships; and negative publicity that our products are unsafe. In addition,
because the  majority of breast  augmentation  and  reconstruction  are elective
procedures,  they are not typically covered by insurance.  As a result,  adverse
changes in the economy may cause  consumers to reassess their  spending  choices
and reduce the demand for cosmetic surgery.  If our customers do not continue to
purchase  our  breast  implants  as a result  of these and  other  factors,  our
revenues,  results  of  operations,  and cash  flows  from  operations  would be
adversely affected.

IF  WE  ARE  UNABLE  TO  CONTINUE  TO  DEVELOP  AND  MARKET  NEW   PRODUCTS  AND
TECHNOLOGIES,  WE MAY  EXPERIENCE  A DECREASE IN DEMAND FOR OUR  PRODUCTS OR OUR
PRODUCTS COULD BECOME OBSOLETE.

The body support  industry is highly  competitive  and is subject to significant
and rapid  technological  change. We believe that our ability to respond quickly
to  consumer  needs or advances in medical  technologies,  without  compromising
product  quality,  is  crucial to our  success.  We are  continually  engaged in
product  development  and  improvement  programs  to  maintain  and  improve our
competitive position. We cannot,  however,  guarantee that we will be successful
in enhancing  existing  products or developing new products or technologies that
will timely achieve regulatory approval.

There is also a risk that our  products  may not gain  market  acceptance  among
physicians,  patients and the medical community generally.  The degree of market
acceptance of any medical device or other product that we develop will depend on
a number of  factors,  including  demonstrated  clinical  efficacy  and  safety,
cost-effectiveness,  potential  advantages over  alternative  products,  and our
marketing  and  distribution  capabilities.  Physicians  will not  recommend our
products  until  clinical  data or other  factors  demonstrate  their safety and
efficacy compared to other competing  products.  Even if the clinical safety and



<PAGE>

efficacy  of using our  products  is  established,  physicians  may elect not to
recommend  using them for any number of other  reasons,  including  whether  our
products best meet the perceived particular needs of the individual patient.

Our  products  compete  with a number of other  products  manufactured  by major
medical device companies, and may also compete with new products currently under
development  by others.  If our new products do not achieve  significant  market
acceptance,  or if our  current  products  are not  able to  continue  competing
successfully in the changing  market,  our revenues,  income from operations and
cash flows from operations may not grow as much as expected or may even decline.

IF CLINICAL  TRIALS FOR OUR PRODUCTS  ARE  UNSUCCESSFUL  OR DELAYED,  WE WILL BE
UNABLE TO MEET OUR ANTICIPATED DEVELOPMENT AND COMMERCIALIZATION  TIMELINES, AND
OUR BUSINESS PROSPECTS WILL SUFFER.

 Before obtaining regulatory approvals for the commercial sale of any products,
we must demonstrate through pre-clinical testing and clinical trials that our
products are safe and effective for use in humans. Conducting clinical trials is
a lengthy, time-consuming and expensive process. Completion of clinical trials
may take several years or more. Our commencement and rate of completion of
clinical trials may be delayed by many factors, including:

          o    lack of efficacy during the clinical trials;
          o    unforeseen safety issues;
          o    slower than expected  patient  recruitment for clinical trials; o
               inability to follow patients after treatment in clinical trials;
          o    inconsistencies  between early clinical trial results and results
               obtained in later clinical trials; and
          o    varying interpretations of data generated by clinical trials.

The results from  pre-clinical  testing and early clinical  trials are often not
predictive  of  results  obtained  in later  clinical  trials.  A number  of new
products  have shown  promising  results in clinical  trials,  but  subsequently
failed to  establish  sufficient  safety and efficacy  data to obtain  necessary
regulatory  approvals.  Data obtained from pre-clinical and clinical  activities
are susceptible to varying  interpretations,  which may delay,  limit or prevent
regulatory approval.  Any delays in, or termination of, our clinical trials will
materially and adversely affect our development and commercialization timelines,
increase our  development  costs and harm our financial  results and  commercial
prospects.

WE ARE SUBJECT TO  SUBSTANTIAL  GOVERNMENT  REGULATION,  WHICH COULD  MATERIALLY
ADVERSELY AFFECT OUR BUSINESS.

The  production  and  marketing  of our  products  and our ongoing  research and
development,  pre-clinical  testing and clinical trial activities are subject to
extensive regulation and review by numerous governmental authorities both in the
U.S.  and abroad.  Most of the  products we develop  must  undergo an  extensive
regulatory  approval process before they can be marketed.  This process makes it
longer,  harder and more costly to bring our  products to market,  and we cannot
guarantee  that any of our products  will be approved,  or, once  approved,  not
recalled.  The  pre-marketing  approval  process can be particularly  expensive,
uncertain  and lengthy,  and a number of devices for which FDA approval has been
sought by other companies have never been approved for marketing. In addition to
these  approval  procedures,   extensive   regulations  also  govern  marketing,
manufacturing,  distribution,  labeling, and record-keeping procedures. If we do
not comply with applicable regulatory requirements, such violations could result
in warning letters,  non-approval,  suspensions of regulatory  approvals,  civil
penalties  and  criminal  fines,   product   seizures  and  recalls,   operating
restrictions, injunctions, and criminal prosecution.

Delays in or rejection of any government  entity,  including the FDA, of our new
products may also adversely affect our business. Such delays or rejection may be
encountered  due to, among other  reasons,  government or regulatory  changes in
policy  during the  period of  product  development  in each  jurisdiction.  For
example,  in the U.S.,  there has been a continuing  trend of more stringent FDA
oversight in product  clearance  and  enforcement  activities,  causing  medical
device  manufacturers to experience  longer approval cycles,  more  uncertainty,


<PAGE>

greater risk, and higher expenses. Internationally,  there is a risk that we may
not be  successful  in meeting  the  quality  standards  or other  certification
requirements. Even if regulatory approval of a product is granted, this approval
may  entail  limitations  on uses for  which  the  product  may be  labeled  and
promoted.  It is  possible,  for example,  that we may not receive  proper local
regulatory  approval to market our  current  products  for broader or  different
applications  or to market  updated  products that  represent  extensions of our
basic  technology.  In addition,  we may not receive  French export  approval to
export our products in the future,  and  countries  to which  products are to be
exported may not approve them for import.

Our manufacturing  facilities are also subject to continual  governmental review
and inspection.  French  regulations  related to manufacturing  are increasingly
complex and subject to frequent scrutiny. A governmental authority may challenge
our  compliance  with  applicable   national,   regional,   local,  and  foreign
regulations.  In addition, any discovery of previously unknown problems with one
of our products or facilities may result in  restrictions  on the product or the
facility,  including  withdrawal  of  the  product  from  the  market  or  other
enforcement actions.

From time to time,  regulatory  proposals  are  introduced  that could alter the
review and approval process relating to medical devices. It is possible that the
FDA or other governmental  authorities will issue additional regulations further
restricting  the  sale of our  present  or  proposed  products.  Any  change  in
regulations  that govern the review and approval process relating to our current
and future  products could make it more difficult and costly to obtain  approval
for new products, or to produce, market, and distribute existing products.

Our products  compete with a number of other medical  products  manufactured  by
major  companies,  and may  also  compete  with  new  products  currently  under
development  by others.  On January 8, 2004 the FDA released new Draft  Guidance
for Saline, Silicone Gel, and Alternative Breast Implants. This new guidance has
additional  requirements  from the FDA's prior  guidance dated February 2003. We
intend to complete our application to the FDA for the pre-market approval of our
saline-filled  implants  for breast  augmentation,  reconstruction  and revision
during  fiscal 2005,  using this new  guidance.  Any  additional  changes in FDA
guidance may further delay or may otherwise  adversely affect our application or
our review or approval by the FDA. A delay, denial, or "not approvable" response
by the  FDA  would  have a  material  adverse  affect  on our  commercialization
timelines and competitive position. If our competitors gain regulatory approvals
before us in the U.S.  or in any other  geographical  locations,  our  revenues,
income  from  operations  and  cash  flows  from  operations,  may  not  grow as
anticipated and may even decline.

HEALTHCARE REFORM LEGISLATION COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS.

If any national healthcare reform or other legislation or regulations are passed
that  imposes  limits on the  number or type of medical  procedures  that may be
performed or that has the effect of restricting a physician's  ability to select
specific  products  for use in patient  procedures,  such  changes  could have a
material adverse effect on the demand for our products.  In the U.S., there have
been,  and we expect  that there will  continue  to be, a number of federal  and
state  legislative and regulatory  proposals to implement  greater  governmental
control over the healthcare  industry.  These proposals create uncertainty as to
our ability to obtain the regulatory authority approvals required for us to sell
our products in the largest market. In a number of foreign markets,  the pricing
and profitability of healthcare  products are subject to governmental  influence
or control. In addition,  legislation or regulations that impose restrictions on
the price that may be charged for  healthcare  products  or medical  devices may
adversely  affect  our  revenues,  income  from  operations  and cash flows from
operations.

IF WE ARE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL  PROPERTY RIGHTS RELATED
TO OUR PRODUCTS OR TECHNOLOGIES,  OR WE INFRINGE UPON THE INTELLECTUAL  PROPERTY
RIGHTS OF OTHERS,  WE MAY NOT BE ABLE TO SUCCESSFULLY  DEVELOP AND COMMERCIALIZE
OUR PRODUCTS AND MAINTAIN PROFITABILITY.

Our  success  depends  in part on our  ability  to obtain  patents  or rights to
patents,  protect trade secrets, operate without infringing upon the proprietary
rights of others, and prevent others from infringing on our patents,  trademarks
and  other  intellectual  property  rights.  We  will be  able  to  protect  our
intellectual  property from unauthorized use by third parties only to the extent
that it is covered by valid and  enforceable  patents,  trademarks and licenses.
Patent  protection  generally  involves complex legal and factual questions and,
therefore,  enforceability  of patent rights cannot be predicted with certainty.
Patents,  if issued, may be challenged,  invalidated or circumvented.  Thus, any


<PAGE>

patents that we own or license from others may not provide  adequate  protection
against competitors and further, our technologies may infringe on the patents of
third parties.  Moreover,  the laws of certain foreign  countries do not protect
our  intellectual  property rights to the same extent as do the laws of the U.S.
or the European Community.  In the event of an infringement or violation, we may
face  litigation,  become subject to damages,  and may be prevented from selling
existing products and pursuing product development or commercialization.

In addition to patents and trademarks,  we rely on trade secrets and proprietary
know-how.  We seek protection of these rights, in part, through  confidentiality
and  proprietary  information  agreements.  These  agreements  may  not  provide
meaningful  protection  or adequate  remedies for violation of our rights in the
event  of  unauthorized  use  or  disclosure  of  confidential  and  proprietary
information.  Failure to protect our proprietary  rights could seriously  impair
our competitive position.

IF OUR COLLABORATIVE  PARTNERS DO NOT PERFORM,  WE WILL BE UNABLE TO DEVELOP AND
MARKET PRODUCTS AS ANTICIPATED.

We have entered into collaborative  arrangements with third parties, such as GFE
to develop  certain  products and Medicor to market breast  implants.  We cannot
assure  you that  these  collaborations  will  produce  successful  products  or
marketing   efforts.   If  we  fail  to  maintain  our  existing   collaborative
arrangements or fail to enter into additional  collaborative  arrangements,  the
number of products and markets from which we could receive future revenues would
decline.

Our dependence on collaborative arrangements with third parties subjects us to a
number of risks. These collaborative  arrangements may not be on terms favorable
to  us.  Agreements  with   collaborative   partners  typically  allow  partners
significant  discretion in electing  whether or not to pursue any of the planned
activities.   We  cannot   control  the  amount  and  timing  of  resources  our
collaborative  partners may devote to products based on the  collaboration,  and
our partners  may choose to pursue  alternative  products.  Our partners may not
perform  their  obligations  as  expected.  Business  combinations,  significant
changes  in a  collaborative  partner's  business  strategy,  or its  access  to
financial  resources may adversely affect a partner's  willingness or ability to
complete  its  obligations  under the  arrangement.  Moreover,  we could  become
involved  in  disputes  with  our  partners,  which  could  lead  to  delays  or
termination of the collaborations and time-consuming and expensive litigation or
arbitration. Even if we fulfill our obligations under a collaborative agreement,
our partner can  terminate the agreement  under  certain  circumstances.  If any
collaborative  partner  were to terminate  or breach our  agreement  with it, or
otherwise fail to complete its  obligations  in a timely manner,  our chances of
successfully   commercializing   products  would  be  materially  and  adversely
affected.

WE  DEPEND ON A  LIMITED  NUMBER  OF  SUPPLIERS  FOR  CERTAIN  PRODUCTS  AND RAW
MATERIALS  AND THE LOSS OF ANY SUPPLIER  COULD  ADVERSELY  AFFECT OUR ABILITY TO
MANUFACTURE MANY OF OUR PRODUCTS.

We  currently  rely on a single  supplier  for  titanium-based  coating  for our
products,  used primarily in the  manufacturing of breast  implants.  We rely on
this  supplier to provide us with such coating on our  products.  Our  agreement
terminates in 2009. If we cannot maintain the  relationship  with this supplier,
we may have to discontinue the manufacturing of certain  products.  Furthermore,
we would have to substitute the raw materials  currently utilized by alternative
raw materials  which may be of lesser quality and provided at higher cost to us.
The  termination of this  relationship  or any disruption in the supply of these
materials  could have a material  adverse  effect on our  revenues,  income from
operations and cash flows from operations.


<PAGE>

OUR INTERNATIONAL BUSINESS EXPOSES US TO A NUMBER OF RISKS.

We conduct  all our  marketing,  manufacturing,  and  research  and  development
outside of the U.S. More than 68.4% of our sales are derived from  international
operations  outside  of  France,   where  our  main  operations  are  conducted.
Accordingly,  any  material  decrease  in  foreign  sales  would have a material
adverse effect on our overall sales and profitability. Most of our international
sales  are  denominated  in  Euros.  Depreciation  or  devaluation  of the local
currencies  of  countries  where we sell our products may result in our products
becoming  more  expensive  in  local  currency  terms,   thus  reducing  demand.
Furthermore,  all our  operating  activities  are  located  outside  of the U.S.
Therefore,  substantially  all of our  operating  expenses  are  denominated  in
currencies  other than the U.S.  dollar.  We cannot  guarantee  that we will not
experience  unfavorable  currency  fluctuation effects in future periods,  which
could  have an adverse  effect on our  operating  results.  Our  operations  and
financial  results  also may be  significantly  affected by other  international
factors, including:

          o    foreign government regulation of body support products;
          o    product liability, intellectual property and other claims;
          o    new export license requirements;
          o    political or economic instability in our target markets;
          o    trade restrictions;
          o    changes in tax laws and tariffs;
          o    inadequate  protection of  intellectual  property  rights in some
               countries;
          o    managing foreign distributors and staffing;
          o    managing foreign subsidiaries; and
          o    competition.

If these risks  actually  materialize,  our revenues,  results of operations and
cash flows from operations may decrease.

WE RELY ON INDIRECT  DISTRIBUTION CHANNELS AND MAJOR DISTRIBUTORS THAT WE DO NOT
CONTROL.

We rely  significantly on independent  distributors to market and distribute our
products. We do not control our distributors. Additionally, our distributors are
not  obligated  to buy our  products  and could also  represent  other  lines of
products.  Some of our  distributors  maintain  inventories  of our products for
resale to physicians.  If  distributors  reduce their inventory of our products,
our  business  could  be  adversely   affected.   Further,   we  could  maintain
individually significant accounts receivable balances with certain distributors.
The financial  condition of our distributors  could deteriorate and distributors
could  significantly  delay  or  default  on  their  payment  obligations.   Any
significant  delays or  defaults  could  have a material  adverse  effect on our
revenues, income from operations and cash flows from operations.

IF OUR USE OF HAZARDOUS MATERIALS RESULTS IN CONTAMINATION OR INJURY, WE COULD
SUFFER SIGNIFICANT FINANCIAL LOSS.

Our  manufacturing  and  research  activities  involve  the  controlled  use  of
hazardous materials. We cannot eliminate the risk of accidental contamination or
injury  from  these  materials.  In the event of an  accident  or  environmental
discharge, we may be held liable for any resulting damages, which may exceed our
financial  resources.  We  currently  do not carry  insurance  specifically  for
hazardous  material  claims.  We may be required to incur  significant  costs to
comply with  environmental  laws and regulations,  which may change from time to
time. To date, we have not been the subject of any  environmental  investigation
by governmental authorities.

OUR STOCK PRICE HAS BEEN VOLATILE AND OUR TRADING VOLUME HAS  HISTORICALLY  BEEN
LOWER THAN THAT OF MANY PUBLICLY-TRADED COMPANIES.

Historically,  the  market  price of our  common  stock  has  from  time to time
experienced  price  fluctuations,  some of which are  unrelated to our operating
performance and beyond our control. These factors include:3


<PAGE>

          o    availability of shares offered for sale;
          o    quarter-to-quarter variations in our operating results;
          o    the  results  of  testing,   technological  innovations,  or  new
               commercial products by us or our competitors;
          o    governmental actions, regulations, rules, and orders;
          o    general conditions in the healthcare,  medical device, or plastic
               surgery industries;
          o    changes in earnings estimates by securities analysts;
          o    developments   and   litigation   concerning   patents  or  other
               intellectual property rights;

          o    litigation  or public  concern  about the safety of our products;
               and

o general economic factors, such as foreign exchanges rates.

Historically, our
common stock has also had a low trading volume, and likely will continue to have
a low trading volume in the future. We cannot guarantee that an active public
market for our common stock will develop and be sustained. Additionally, we have
not always timely filed our quarterly and annual reports, which resulted in our
common stock being temporarily delisted from trading on the Over-The-Counter
Bulletin Board interruptions in the trading of our stock. This low volume may
contribute to the volatility of the market price of our common stock. It is
likely that the market price of our common stock will continue to fluctuate
significantly in the future.

OUR REPORTED  EARNINGS PER SHARE MAY BE MORE VOLATILE  BECAUSE OF THE CONTINGENT
CONVERSION PROVISION OF OUR DEBENTURES.

Holders of our 1% and 10%  convertible  debentures  are  entitled to convert the
notes into our common stock during any fiscal  quarter  prior to October 9, 2008
and March 25, 2009, respectively.  In addition,  certain holders are entitled to
anti-dilution  protection.  Until the notes are converted, the shares underlying
the notes are not included in the  calculation of our basic or diluted  earnings
per share.  Should a  contingency  be met,  diluted  earnings per share would be
expected to decrease as a result of the  inclusion of the  underlying  shares in
the  diluted  earnings  per  share  calculation.  Additionally,  the  per  share
conversion  price for the  convertible  debentures  are based on the lesser of a
fixed price  percentage of the average of our lowest  closing prices for certain
periods.  Thus,  volatility,  low volume of trades and lower stock  prices could
cause further dilution to our existing and future shareholders.

FUTURE CHANGES IN FINANCIAL  ACCOUNTING  STANDARDS MAY CAUSE ADVERSE  UNEXPECTED
REVENUE OR EXPENSE FLUCTUATIONS AND AFFECT OUR REPORTED RESULTS OF OPERATIONS.

A change in
accounting standards could have a significant effect on our reported results and
may even affect our reporting of transactions completed before the change is
effective. Any changes requiring that we record compensation expense in the
statement of operations for employee stock options as an example using the fair
value method could have a significant negative effect on our reported results.
New pronouncements and varying interpretations of pronouncements have occurred
and may occur in the future. Changes to existing rules or the questioning of
current practices may adversely affect our reported financial results and the
manner in which we conduct our business.

IF WE DETERMINE  THAT ANY OF OUR GOODWILL OR INTANGIBLE  ASSETS IS IMPAIRED,  WE
WOULD BE REQUIRED TO A CHARGE TO EARNINGS,  WHICH COULD HAVE A MATERIAL  ADVERSE
EFFECT ON OUR RESULTS OF OPERATIONS.

We have a significant amount of goodwill and other intangible assets,  primarily
as a result of the acquisition of our Spain operations. In July 2001, we adopted
SFAS No. 141,  Business  Combinations,  and in January 2002, we adopted SFAS No.
142,  Goodwill and Other Intangible  Assets.  As a result, we no longer amortize
goodwill and  intangible  assets that are deemed to have  indefinite  lives.  We
periodically evaluate our intangible assets, for impairment. As of September 30,
2004,  we had  approximately  $1 million of goodwill.  We review for  impairment
annually,  or sooner if events or changes  in  circumstances  indicate  that the
carrying  amount  could exceed fair value.  Fair values are based on  discounted
cash flows using a discount rate  determined by our  management to be consistent

<PAGE>

with  industry  discount  rates and the risks  inherent in our current  business
model. Due to uncertain market  conditions and potential changes in our strategy
and product  portfolio,  it is possible that the forecasts we use to support our
goodwill could change in the future, which could result in non-cash charges that
would adversely affect our results of operations and financial condition.

IF WE FAIL TO MANAGE OUR OPERATIONS OR FAIL TO CONTINUE TO  EFFECTIVELY  CONTROL
EXPENSES, OUR REVENUES, RESUTS OF OPERATIONS AND CASH FLOW FROM OPERATIONS COULD
DECREASE.

The scope of our operations, the number of our employees and the geographic area
of our operations have varied and may grow rapidly.  In addition,  we acquired a
company  in  Spain  in  2002.  This  growth  and the  assimilation  of  acquired
operations and their employees  could continue to place a significant  strain on
our managerial,  operational and financial  resources.  To manage our growth, if
any,  effectively,  we need to continue  to  implement  and  improve  additional
management and financial systems and controls.  We may not be able to manage the
current scope of our operations or future growth  effectively  and still exploit
market  opportunities for our products in a timely and  cost-effective  way. Our
future operating results could also depend on our ability to manage an expanding
product line, marketing and sales.

WE COULD CHANGE OUR MARKETING PROGRAMS, WHICH COULD NEGATIVELY IMPACT THE TIMING
OF OUR RECOGNITION OF REVENUES.

We continually  re-evaluate our marketing  programs,  including specific pricing
models,  delivery methods,  and terms and conditions,  to effectively market our
current  and future  products  and  services.  We may  implement  new  marketing
programs,  including  offering  specified and  unspecified  enhancements  to our
current and future  products.  Such changes  could result in deferring  revenues
over a future  period as opposed to upon the initial  shipment  of the  product.
Changes  to our  marketing  programs,  including  the  timing of the  release of
enhancements,  discounts  and other  factors,  could  impact  the  timing of the
recognition of revenue for our products and could adversely affect our operating
results and financial condition.

IF WE LOSE KEY PERSONNEL, CANNOT INTEGRATE NEWLY HIRED PERSONNEL, OR CANNOT HIRE
ENOUGH  QUALIFIED  EMPLOYEES,  OUR  ABILITY  TO  MANAGE  OUR  BUSINESS  COULD BE
ADVERSELY AFFECTED.

Our  success  depends,  in large  part,  upon the  services  of a number  of key
employees,  such as Jean-Claude  Mas and our Chief  Executive  Officer and Chief
Financial  Officer,  Mr.  Sereyjol-Garros  and  Mr.  Couty,  respectively.   The
effective  management of our growth,  if any, depends upon our ability to retain
highly skilled technical,  managerial, finance and marketing personnel. The loss
of the  services  of key  personnel  might  significantly  delay or prevent  the
achievement of our development and strategic objectives.  We do not maintain key
person life  insurance  on any of our  employees,  and none of our  employees is
under any obligation to continue providing services to us.

We must  continue to attract key  personnel  to develop  new  products,  product
enhancements and  technologies.  Competition for highly skilled employees in our
industry  is high,  and we  cannot  be  certain  that we will be  successful  in
recruiting or retaining such personnel. We also believe that our success depends
to a  significant  extent  on  the  ability  of our  key  personnel  to  operate
effectively,  both  individually  and as a group.  If we are unable to identify,
hire and  integrate  new employees in a timely and  cost-effective  manner,  our
ability to develop  future  enhancements  and features to our existing or future
products as well as expand to new markets  could be  delayed.  Any delays  could
have a  material  adverse  effect on our  business,  results of  operations  and
financial condition.