RISK FACTORS (1999)

THERE IS NO ASSURANCE THAT THE PROPOSED BUSINESS OF ORBIT DESCRIBED HEREIN WILL
BE COMMERCIALLY VIABLE. IN ADDITION, ACTUAL RESULTS OF THE DEVELOPMENT
ACTIVITIES, TECHNOLOGICAL DEVELOPMENTS, MARKET AND COMPETITIVE CONDITIONS.
RESULTS OF OPERATIONS AND OTHER FACTORS MAY REQUIRE SIGNIFICANT MODIFICATIONS OF
ALL OR PART OF THE PROPOSED BUSINESS.

          POTENTIAL SECURITIES ACT LIABILITIES. Current management believes the
Company may have sold securities and notes prior to January 1996 without
registration under the Securities Act of 1933, as amended (the "Act"), or
without qualification under the securities (blue sky) laws of certain states. As
a result of such sales, and a subsequent transfer of the shares by the original
purchasers, the Company may not be able to claim valid exemptions for such sales
since the burden of proving any exemption is on the Company. Therefore, no
assurances can be given as to any liability which may result from violations of
the registration or qualifications provisions of the federal or state securities
laws. The Company may thus may have a continuing contingent liability under the
Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
various state securities laws for an undetermined amount for an undetermined
period.

          POTENTIAL CORPORATION LAW LIABILITY. The Company is conducting an
internal audit, which has revealed that substantial shares of the Common Stock
issued to former directors, and officers may be subject to cancellation. This
would reduce the number of outstanding shares significantly. Between December
16, 1992 and February 17, 1994, the Company may have issued more shares of
Common Stock than it had authorized under its Certificate of Incorporation.

          START-UP COMPANY. To date the Company has been engaged in the
development of technologies and intends to commercially exploit certain of its
technologies with third parties. Until the commencement of sales or licensing of
the technologies, the Company will have no operating revenues but will continue
to incur substantial expenses. No assurances can be given that the Company can
complete development of any technologies or that if a technology is, or in the
future may be, fully developed, that it can be manufactured by others on a large
scale basis or at a feasible cost. Further, no assurance can be given that any
technology will receive market acceptance. The Company is subject to all the
risks inherent in the establishment of a new enterprise and the marketing and
manufacturing of new products, many of which risks are beyond the control of the
Company. There can be no assurances that the proposed business of the Company
described herein will be commercially viable. In addition, actual results of the
development activities, technological developments, market and competitive
conditions, results of operation and other factors may require significant
modification of all or part of the Company's proposed business plan. See Item 6.
Management 's Plan of Operation.

          RISKS OF FOREIGN OPERATIONS. Certain studies and tests of the
technologies are being conducted outside of the United States. Certain customers
for these technologies may be outside the United States, in various parts of the
world, including Russia and Ukraine. Thus, the Company may be subject to the
risks of operations including currency fluctuations, import/export controls,
lack of a well-defined business or legal system, arbitrary government actions,
and instability of a political system.

          LACK OF PATENT PROTECTION. There is a patent pending for the Polymer
Encapsulation System (PET). Patents held by the Company may be infringed upon


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by others and there can be no assurance that the Company will be able to afford
the high cost of filing and pursuing an infringement action against any such
alleged infringing party. In addition, there can be no assurance that any
particular aspect of the Company's technologies will not be found to infringe
the claims of other existing patents. Certain technology embodied in the patents
covering the Company's Metafusion Process may incorporate technology embodied in
patents owned by other entities. Even if other patents infringed, Orbit may not
have the financial resources to prosecute. The Company has also filed a number
of patent applications. There can be no assurance that additional patents will
be issued in respect of the patent applications pending. The Company also
relies, to a lesser extent, on trade secrets and confidential disclosure
agreements to protect its technology. Neither the issuance of patents nor the
use of trade secrets will necessarily protect the Company from other persons
using technologies similar to those covered by the Company's patents or trade
secrets.

          LACK OF FULL TIME RESEARCH AND DEVELOPMENT TEAM. In addition to the
Company's officers, Orbit currently uses third party subcontractors and
non-affiliated laboratories to develop and review applications of its
technologies.

          DEPENDENCE ON KEY INDIVIDUALS. The success of the Company is dependent
upon among other things, the services of Dr. Stephen V. Prewett. and Dr.
Christopher M. Miller, both consultants with the company. The loss of the
services of Dr. Prewett and/or Dr. Miller for any reason could have a material
adverse effect of the prospects of the Company.

          TRANSACTIONS WITH PRIOR MANAGEMENT. During the period prior to January
1996 there had been substantial transactions between the Company and members of
management, including Adrian Joseph, Tatum C. Singletary and Richard A. Wall.
These transactions include the alleged exchange of technology developed or
purchased by Mr. Joseph for shares of Common Stock and/or the payment of shares
for debt or for services rendered or gifts to others. In an action filed by
Joseph, Adrian Joseph et al. v. Orbit Technologies Inc., in the San Diego
Superior Court, Case No. 701380 the Court found by clear and convincing evidence
that all the stock issued to Joseph for alleged technologies and alleged
compensation previously issued to Joseph was invalidly issued and is therefore
null and void. No assurances can be given that the value of the technology
transferred or the services rendered or other items of value exchanged equal the
value of the Common Stock transferred to such parties. Such transfers were not
approved by an independent majority of the board of directors and thus may not
have been on the same terms as if they were transactions with unaffiliated third
parties. An audit has been conducted to review these transactions. Management is
currently attempting to rectify the apparent misconduct in these transactions.
See item 3. Legal Proceedings and Item 12. Certain Relationships and Related
Transactions.