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                                                                     EXHIBIT 99

                              CAUTIONARY STATEMENT

         Forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "PSLRA") are included in our
Form 10-K. The words or phrases "believes," "may," "will," "expects,"
"should," "continue," "anticipates," "intends," "will likely result,"
"estimates," "projects" or similar expressions identify forward-looking
statements in our Form 10-K and in our future filings with the Securities and
Exchange Commission, in our press releases, in our presentations to
securities analysts or investors, and in oral statements made by or approved
by an executive officer of Endocardial Solutions, Inc. Forward-looking
statements involve risks and uncertainties that may materially and adversely
affect our business, results of operation, financial condition or prospects,
and may cause our actual results to differ materially from historical results
or the results discussed in the forward-looking statements.

         You should consider carefully the following cautionary statements if
you own our common stock or are planning to buy our common stock. We intend
to take advantage of the "safe harbor" provisions of the PSLRA by providing
this discussion. We are not undertaking to address or update each factor in
future filings or communications regarding our business or results except to
the extent required by law.

OUR SUCCESS DEPENDS ON DEVELOPING AND COMMERCIALIZING THE ENSITE SYSTEM

         The EnSite System is currently our only potential product, and our
success depends entirely on the successful development, commercialization and
market acceptance of the EnSite System. Modifications to the EnSite System
may require additional clinical trials and, ultimately, United States and
international regulatory approvals before they can be fully marketed in the
United States and abroad. Problems in the following areas could materially
impact the commercialization of the EnSite System:

     -    research and development,
     -    clinical testing,
     -    regulatory submissions and approval,
     -    product manufacturing and commercial scale-up,
     -    marketing, or
     -    product distribution.

We have recently begun to generate revenue from the EnSite System. We cannot
assure you that we will ever derive substantial revenues from the sale of the
EnSite System.

CLINICAL TESTING OF OUR PRODUCTS CONTINUES TO BE REQUIRED

         We have conducted clinical trials on patients for ventricular
tachycardia ("VT") and supraventricular tachycardia ("SVT") in the United
States and in Europe, and we have at times experienced complications in our
clinical trials. During the third and fourth quarters of 1998, we submitted
to the United States Food and Drug Administration (the "FDA") two premarket
notification applications under Section 510(k) of the Food, Drug and Cosmetic
Act (the "FDC Act") containing the results of our left ventricular and right
atrium multi-center clinical trials. We believe we will be required to
conduct more extensive clinical testing in the United States in order to
support a premarket approval ("PMA") application to the FDA for marketing
approval for use of the EnSite System in the left ventricle of the heart. In
January 2001, we received FDA approval to conduct a left atrium multi-center
clinical trial. Patients selected for clinical trials must meet stringent
guidelines to undergo testing, and we cannot assure you that patients can be
enrolled in clinical trials on a timely basis. Further, we cannot assure you
that any of our products will prove to be safe and effective in clinical
trials under United States or international regulatory guidelines. The
clinical trials may identify significant technical or other obstacles to be
overcome prior to obtaining approvals. If the EnSite System does not prove to
be safe and effective in clinical trials, our business, financial condition
and results of operations would be materially and adversely affected.


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OUR PRODUCTS ARE SUBJECT TO REGULATORY APPROVAL

         The manufacture and sale of medical devices, including the EnSite
System, are subject to extensive regulation in the United States, principally
by the FDA and corresponding state agencies, and in other countries. In the
United States, our products are subject to the FDA's premarket approval
requirements, which has only been satisfied for right atrial use. Securing
FDA approvals requires us to submit extensive clinical data and supporting
information to the FDA. During the third and fourth quarters of 1998, we
submitted to the FDA two premarket notification applications under Section
510(k) of the FDC Act containing the results of our left ventricular and
right atria multi-center clinical trials. The FDA has cleared the EnSite
System for use in the right atrium of the heart. In March 1999, we announced
that our FDA application for left ventricular use of the EnSite System will
be submitted as a PMA application. However, we may not be able to file a PMA
application with the FDA to market the EnSite System for diagnosing VT in the
United States until we complete more extensive clinical trials. In January
2001, we received FDA approval to conduct a left atrium multi-center clinical
trial. The process of obtaining FDA and other required regulatory approvals
is lengthy, expensive and uncertain.

         Sales of medical devices outside of the United States are subject to
international regulatory requirements that vary from country to country, and
approval for sale internationally may take more or less time than that
required for FDA approval. We have obtained CE certification for the EnSite
catheter and for the EnSite 3000 clinical workstation, allowing us to sell
our products in member countries of the European Union. We may encounter
significant costs and requests for additional information in continuing our
efforts to obtain regulatory approvals in other countries, which could
substantially delay or preclude us from marketing our products
internationally.

         Marketing approvals, if granted, may require us to limit the
indicated use of our product. FDA enforcement policy strictly prohibits the
marketing of approved medical devices for unapproved uses. Product approvals
could be withdrawn for failure to comply with regulatory standards or the
occurrence of unforeseen problems following the initial marketing. We will be
required to follow FDA regulations regarding Good Manufacturing Practices and
similar regulations in other countries, which include testing, control, and
documentation requirements. Ongoing compliance with Good Manufacturing
Practices and other applicable regulatory requirements will be monitored
through periodic inspections by federal and state agencies, including the
FDA, and by comparable agencies in other countries. If we fail to comply with
applicable regulatory requirements, we could be subjected to warning letters,
fines, injunctions, civil penalties, recall or seizure of products, total or
partial suspension of production, refusal of the government to grant
premarket approval, withdrawal of approvals and criminal prosecution.

         We cannot assure you that we will be able to obtain the necessary
regulatory approvals on a timely basis or at all. Delays in receipt of or
failure to receive the approvals, the loss of previously obtained approvals,
or failure to comply with existing or future regulatory requirements would
have a material and adverse effect on our business, financial condition and
results of operations.

TREATMENTS USING THE ENSITE SYSTEM MAY NOT BE AVAILABLE TO PATIENTS

         We have developed the EnSite System to diagnose tachycardias and
assist electrophysiologists in determining treatment options. Current
treatments for VT include drugs, implantable defibrillators, surgery and
catheter ablation. We believe that the EnSite System will enable increased
use of catheter ablation for treating complex VT. Because ablation treatment
for VT is relatively new and untested, the long-term effects of ablation on
patients are unknown. As a result, the long-term success of ablation therapy
in treating VT will not be known for several years. Catheter ablation devices
require PMA approval by the FDA, and we cannot assure you that a catheter
ablation market will develop. Moreover, we cannot assure you that the EnSite
System will prove useful in diagnosing VT for treatment by catheter ablation
products. We are not in the process of developing a catheter for ablation
treatment and are entirely dependent upon other medical device companies to
develop those devices. If a market for treating VT by catheter ablation does
not develop, our business, financial condition and results of operations
could be materially and adversely affected.


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OUR PRODUCTS MAY BE UNABLE TO DIAGNOSE ATRIAL FIBRILLATION

         In addition to assisting the diagnosis of VT, we intend to apply the
EnSite System to the diagnosis of SVT, including atrial fibrillation.
However, we have conducted only limited clinical studies of our technology on
patients suffering from atrial fibrillation. In January 2001, we received FDA
approval to use the EnSite System in the left atrium in a multi-center
clinical study for diagnosing arrhythmias including atrial fibrillation. We
may be unable to successfully extend our technology to the mapping of atrial
fibrillation or obtain regulatory approval to test and market any products
developed using the technology to map atrial fibrillation. We have made, and
expect to continue to make, research and development expenditures to extend
the application of the technology to the diagnosis of atrial fibrillation. We
cannot assure you that we will realize any benefit from these expenditures.

         Atrial fibrillation is a complex disease and the subject of
continuing research. The therapies presently available for atrial
fibrillation are in the developmental stage with no proven effectiveness.
Even if we are successful in extending our technology to provide products
that are capable of diagnosing atrial fibrillation, we cannot assure you that
treatments for atrial fibrillation will exist that will require the
diagnostic capabilities of any of our products. As a result, a commercial
market may never develop for any product we develop for the diagnosis of
atrial fibrillation. We have no present intention to develop any medical
devices on our own for the treatment of atrial fibrillation.

OUR PRODUCTS MAY NOT SUCCEED IN THE MARKET

         The commercial success of the EnSite System depends upon the number
of diagnostic procedures performed by electrophysiologists using the system.
Our system may not gain any significant degree of market acceptance among
electrophysiologists, patients, health care insurers and managed care
providers. Electrophysiologists and other physicians may elect not to
recommend diagnostic procedures for any number of reasons, including safety
and efficacy, the availability of alternative procedures and treatment
options, or inadequate levels of reimbursement. Broad use of the EnSite
System will require time-consuming training of electrophysiologists, which
could also adversely affect market acceptance. If our products are not
accepted by the market, our business, financial condition and results of
operations would be materially and adversely affected.

WE FACE SIGNIFICANT INDUSTRY COMPETITION

         The cardiac medical device market is highly competitive, and the
EnSite System is a new technology that must compete with more established
devices. Certain of our competitors are developing new approaches and new
products for diagnosing VT and SVT, including contact mapping systems using
multi-electrode basket contact catheters and single-point mapping
technologies. Certain of our competitors have integrated product lines that
include products for both diagnosis and ablation treatment, which may afford
them opportunities for product bundling and other marketing advantages. Many
of our competitors have an established presence in the field of
electrophysiology and established relationships with electrophysiology labs.
Many of our competitors have substantially greater financial and other
resources than we do, including larger research and development staffs and
more experience and capabilities in conducting research and development
activities, testing products in clinical trials, obtaining regulatory
approvals, and manufacturing, marketing and distributing products. Some of
our competitors may achieve patent protection, regulatory approval or product
commercialization more quickly than us, which may decrease our ability to
compete.

OUR PRODUCTS MAY BECOME OBSOLETE IF WE ARE UNABLE TO ANTICIPATE AND ADAPT TO
RAPIDLY CHANGING TECHNOLOGY

         The medical device industry is subject to rapid technological
innovation and, consequently, the life cycle of any particular product is
short. Alternative diagnostic systems or other discoveries and developments
with respect to mapping tachycardia may render our products obsolete.
Furthermore, the greater financial and other resources of many of our
competitors may permit them to respond more rapidly than us to technological
advances. If we fail to demonstrate the safety, benefit, efficacy and cost
effectiveness of our products as compared to those of our competitors, or if
we fail to develop new technologies and products before our competitors, our
business, financial condition and results of operations would be materially
and adversely affected.

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WE DEPEND ON OUR PATENTS AND PROPRIETARY TECHNOLOGY, WHICH WE MAY NOT BE ABLE TO
PROTECT

         Our success will depend in part on our ability to obtain patent
protection for our products and processes, to preserve our trade secrets and
to operate without infringing the intellectual property rights of others. The
patent positions of medical device companies are uncertain and involve
complex and evolving legal and factual questions. We cannot assure you that
any of our pending or future patent applications will result in issued
patents, that any current or future patents will not be challenged,
invalidated or circumvented, that the scope of any of our patents will
exclude competitors or that the patent rights granted to us will provide us
any competitive advantage. We may discover that our technology infringes
patents or other rights owned by others, and we cannot be certain that we
were the first to make the inventions covered by each of our issued patents
and our pending patent applications, or that we were the first to file patent
applications for such inventions. In addition, we cannot assure you that our
competitors will not seek to apply for and obtain patents that will prevent,
limit or interfere with our ability to make, use or sell our products either
in the United States or in international markets. Further, the laws of
certain foreign countries may not protect our intellectual property rights to
the same extent, as do the laws of the United States.

         In addition to patents, we rely on trade secrets and proprietary
knowledge that we seek to protect, in part, through confidentiality
agreements with employees, consultants and others. We cannot assure you that
our proprietary information or confidentiality agreements will not be
breached, that we will have adequate remedies for any breach, or that our
trade secrets will not otherwise become known to or independently developed
by competitors.

WE MAY FACE INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, WHICH WOULD BE COSTLY TO
RESOLVE

         There has been substantial litigation regarding patent and other
intellectual property rights in the medical device industry and our
competitors may resort to intellectual property litigation as a means of
competition. Intellectual property litigation is complex and expensive and
the outcome is difficult to predict. We cannot assure you that we will not
become subject to patent infringement claims or litigation or interference
proceedings declared by the United States Patent and Trademark Office to
determine the priority of inventions. Litigation or regulatory proceedings
may also be necessary to enforce our patent or other intellectual property
rights. We may not always have the financial resources to assert patent
infringement suits or to defend ourselves from claims. An adverse result in
any litigation could subject us to liabilities to, or require us to seek
licenses from or pay royalties to, others that may be substantial.
Furthermore, we cannot assure you that the necessary licenses would be
available to us on satisfactory terms, if at all.

WE HAVE LIMITED MANUFACTURING EXPERIENCE

         We have limited experience in manufacturing our products in the
volumes that will be necessary for us to achieve significant commercial
sales, and we cannot assure you that reliable, high-volume manufacturing
capacity can be established or maintained at commercially reasonable costs.
We may need to expend significant capital resources and develop the necessary
expertise to establish large-scale manufacturing capabilities. We may
encounter the following difficulties in scaling up production of our products:

     -    problems involving production yields,
     -    quality control and assurance,
     -    component supply shortages,
     -    shortages of qualified personnel,
     -    compliance with FDA and foreign regulations, or
     -    the need for further FDA or foreign regulatory approval of new
          manufacturing processes.

         Our manufacturing facilities will be periodically inspected by
United States and foreign regulatory authorities. In order to manufacture
products for sale in the United States, our operations must undergo "Good
Manufacturing Practices" compliance inspections conducted by the FDA. We
passed an inspection of our facility and manufacturing processes by the FDA
in the third quarter of 1999. We will also be required to comply with ISO
9001 and CE Mark standards in order to sell our products in Europe. We
received ISO 9001 certification for our catheter and quality system in August
1997 and ISO 9001 certification for the clinical workstation in November

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1998. We received a CE Mark for each of the EnSite catheter and the clinical
workstation in the first quarter of 1998. If we fail to comply with Good
Manufacturing Practices or ISO 9001 and CE Mark standards in future audits,
we may be required to modify our manufacturing policies and procedures. In
addition, we may be required to stop all or part of our operations until we
can demonstrate that appropriate steps have been taken to comply with the
regulations.

WE DEPEND ON A FEW SUPPLIERS FOR KEY COMPONENTS OF OUR PRODUCTS

         We purchase raw materials and certain key components of our
products, including the computer workstation and certain components for our
catheter, from one or a few suppliers. For certain of these components, there
are relatively few alternative sources of supply. We currently have no
agreements that would assure delivery of raw materials and components from
alternate suppliers. Establishing additional or replacement suppliers for any
of the components used in our products, if required, may not be accomplished
quickly and could involve significant additional costs. If our suppliers are
unable to provide an adequate supply of components in a timely manner, or if
we are unable to locate qualified alternate suppliers for materials and
components at a reasonable cost, our business, financial condition and
results of operations could be materially and adversely affected.

WE HAVE LIMITED COMMERCIAL SALES AND MARKETING EXPERIENCE

         We have limited experience marketing the EnSite System. We cannot
assure you that we will be able to maintain a suitable sales force or enter
into or maintain satisfactory marketing arrangements with others. Our sales
and marketing efforts may not be successful.

WE WILL NEED TO CAREFULLY MANAGE OUR EXPANDING OPERATIONS

         In order to achieve increased sales levels, complete clinical
trials, prepare additional products for clinical trials, and develop future
products, we believe that we will be required to expand our operations,
particularly in the areas of research and development, manufacturing, quality
assurance and sales and marketing. As we expand our operations in these
areas, the expansion will likely result in new and increased responsibilities
for management. To accommodate any growth and compete effectively, we must
implement and improve our information systems, procedures, and controls, and
expand, train, motivate and manage our work force. Our future success will
depend significantly on the ability of our current and future management to
operate effectively. We cannot assure you that our personnel, systems,
procedures and controls will be adequate to support our future operations.

INTERNATIONAL OPERATIONS WILL EXPOSE US TO ADDITIONAL RISKS

         We plan to market the EnSite System through distributors in
international markets, once we receive the required foreign regulatory
approvals. We have entered into a distribution agreement granting Medtronic
exclusive distribution rights for our products in Europe and Japan and
certain rights for distribution in other regions outside of the United
States. We have distribution arrangements with five distributors in other
international markets, and currently retain all distribution rights in the
United States. We cannot assure you that international distributors for our
products will devote adequate resources to selling our products.

         Changes in overseas economic conditions, currency exchange rates,
foreign tax laws or tariffs or other trade regulations could materially and
adversely affect on our ability to market our products internationally. Our
business is also expected to subject us and our representatives, agents and
distributors to laws and regulations of the foreign jurisdictions in which we
operate or our products are sold. We may depend on foreign distributors and
agents for compliance and adherence to foreign laws and regulations.

OUR SUCCESS MAY DEPEND ON ACHIEVING ADEQUATE LEVELS OF THIRD-PARTY REIMBURSEMENT

         Sales of our products will depend largely on the availability of
adequate reimbursement for tachycardia diagnostic procedures from third-party
payers, such as government and private insurance plans, health maintenance
organizations and preferred provider organizations. In the United States, our
products, if and when approved for commercial sale, would be purchased
primarily by health care providers such as doctors and hospitals who will
then


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seek to be reimbursed for the health care services provided to their
patients. Specific to Medicare, the EnSite catheter is currently reimbursable
under both inpatient and outpatient procedure scenarios. For inpatient
situations, the EnSite catheter will most typically be reimbursed under
Diagnosis Related Group 112. For outpatient procedures, the EnSite catheter
is eligible for separate reimbursement in addition to the hospital's
Ambulatory Payment Classification for cardiac mapping. Third-party
payers are increasingly challenging the pricing of medical products and
procedures they consider unnecessary, inappropriate, not cost-effective,
experimental or used for a non-approved indication. Even if a procedure is
eligible for reimbursement, the level of reimbursement may not be adequate to
enable us to achieve or maintain market acceptance of our products or
maintain price levels that exceed our costs of developing and manufacturing
our products.

         The EnSite catheter is being sold at a premium compared to existing
single point catheters used in current diagnostic or mapping procedures. In
addition, an initial capital outlay will be required for the EnSite clinical
workstation. Assuming no increase in the level of reimbursement for
cardiovascular procedures utilizing our products, we will be required to
justify the relative increased cost of using the EnSite System. This will
require us to demonstrate the enhanced benefits of the EnSite System to
health care providers and payers in terms of such factors as enhanced patient
procedural efficiencies, reduced radiation exposure and improved patient
outcomes. This may require us to conduct post-marketing clinical studies,
which may be costly, lengthy, and may not provide the cost justification
results we are seeking. Without adequate support from third-party payers, the
market for our products may be severely limited.

         Capital costs for medical equipment purchased by hospitals are
currently reimbursed under Medicare separately from medical procedure
payments. Recent federal Medicare legislation has called for these capital
costs to be reimbursed on a prospective payment system. There can be no
assurance that the movement to a prospective payment system will not cause
hospitals to reduce their expenditure payments for equipment such as the
EnSite clinical workstation.

         Moreover, we are unable to predict what additional legislation or
regulation, if any, relating to the health care industry or third-party
coverage and reimbursement may be enacted in the future, or what effect such
legislation or regulation would have on us. Reforms may include mandated
basic health care benefits, limitations on the growth of private health
insurance premiums and Medicare and Medicaid spending, greater reliance on
prospective payment systems, the creation of large insurance purchasing
groups and fundamental changes to the health care delivery system. We
anticipate that Congress and state legislatures will continue to review and
assess alternative health care delivery systems and payment methodologies. We
cannot predict whether any reform proposals will be adopted or what impact
they may have on us.

         Reimbursement systems in international markets vary significantly by
country and by region within some countries. Many international markets have
government managed health care systems that control reimbursement for new
devices and procedures. In most international markets, there are private
insurance systems as well as government managed systems. We cannot assure you
that reimbursement for our products will be available in international
markets under either government or private reimbursement systems.

OUR PRODUCTS MAY EXPOSE US TO COSTLY LITIGATION

         We may be exposed to product liability claims if a patient is
adversely affected by our products. We currently carry product liability
insurance covering our clinical trial operations with an aggregate limit of
$5 million. We cannot assure you that our existing insurance coverage limits
are adequate to cover any liabilities we might incur in connection with the
distribution of our products. Although we obtained product liability
insurance coverage in connection with the commercialization of the EnSite
System, insurance may not continue to be available on commercially reasonable
terms. In addition, insurance might not adequately cover any product
liability claim.

WE HAVE A HISTORY OF OPERATING LOSSES AND EXPECT FUTURE LOSSES

         We have generated limited revenue and have sustained significant
operating losses each year since our inception. We expect our losses to
continue at least through first quarter of 2002. We may never generate
substantial operating revenues or achieve profitability. Our ability to
generate revenues from operations and make a profit depends upon successful
development, regulatory approval, manufacturing and commercialization of the

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EnSite System and our successful transition from a research and development
company to a manufacturing and sales company.

WE MAY BE UNABLE TO MEET OUR FUTURE CAPITAL REQUIREMENTS

         We may require substantial funds to meet our working capital
requirements for sales and marketing, continued research and development,
testing, regulatory approval and manufacturing of our EnSite System. In order
to meet our funding needs, we may be required to raise additional funds
through public or private financing, including the sale of equity or debt.
Any additional equity financing may dilute current stockholders, and debt
financing, if available, may involve restrictive covenants. Adequate funds
for our operations, whether from financial markets or from other sources, may
not be available when needed on attractive terms, if at all. Insufficient
funds may require us to delay, scale back or eliminate some or all of our
plans for growth.


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