<PAGE>

                                                                   EXHIBIT 99.1

     Endocardial Solutions, Inc. (the "Company"), or persons acting on
behalf of the Company, or outside reviewers retained by the Company making
statements on behalf of the Company, or underwriters, from time to time make,
in writing or orally, "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended).  When used in conjunction with an
identified forward-looking statement, this Cautionary Statement is for the
purpose of qualifying for the "safe harbor" provisions of such sections and
is intended to be a readily available written document that contains factors
which could cause results to differ materially from such forward-looking
statements.  These factors are in addition to any other cautionary
statements, written or oral, which may be made or referred to in connection
with any such forward-looking statement.

     The following matters, among others, may have a material adverse effect
on the business, financial condition, liquidity, results of operations or
prospects, financial or otherwise, of the Company.  Reference to this
Cautionary Statement in the context of a forward-looking statement or
statements shall be deemed to be a statement that any or more of the
following factors may cause actual results to differ materially from those in
such forward-looking statement or statements:

DEPENDENCE ON SUCCESSFUL DEVELOPMENT AND COMMERCIALIZATION OF THE ENSITE SYSTEM

     The Company's future success is entirely dependent upon the successful
development, commercialization and market acceptance of the EnSite System,
the development of which is ongoing and the complete efficacy and safety of
which have not yet been demonstrated. The EnSite System is currently the
Company's only potential product, and the Company could be required to cease
operations if the system is not successfully commercialized. The EnSite
System will require further development, significant additional clinical
trials and, ultimately, United States and international regulatory approvals
before it can be marketed in the United States and internationally. There
can be no assurance that unforeseen problems will not occur in research and
development, clinical testing, regulatory submissions and approval, product
manufacturing and commercial scale-up, marketing or product distribution.
Any such occurrence could materially delay the commercialization of the
EnSite System or prevent its market introduction entirely. The Company will
not generate any significant revenue until such time, if ever, as the EnSite
System is successfully commercialized. There can be no assurance that the
Company will ever derive substantial revenues from the sale of the EnSite
System.

LIMITED CLINICAL TESTING EXPERIENCE; SAFETY AND EFFICACY NOT YET ESTABLISHED

     The Company has conducted only limited clinical trials on patients for
VT and SVT in the United States and in the United Kingdom. The Company has
experienced complications in its clinical trials, and clinical data obtained
to date are insufficient to demonstrate the safety and efficacy of the EnSite
System under applicable United States and international regulatory
guidelines. Accordingly, the Company believes it will be required to conduct
extensive clinical testing in the United States in order to support a
pre-market approval ("PMA") application to the United States Food and Drug
Administration ("FDA") for marketing approval. Patients selected for
clinical trials must meet stringent guidelines to undergo testing, and there
can be no assurance that patients can be enrolled in clinical trials on a
timely basis. Further, there can be no assurance that any of the Company's
products will prove to be safe and effective in clinical trials under United
States or international regulatory guidelines or that the Company will not
encounter problems in clinical testing that will cause a delay in the
commercialization of the EnSite System. Moreover, the clinical trials may
identify significant technical or other obstacles to be overcome prior to
obtaining necessary regulatory or reimbursement approvals. In addition, the
Company's development of the EnSite System for diagnosing atrial fibrillation
is in its early stages. The Company received an investigational device
exemption ("IDE") from the FDA for a multi-center clinical study of the
EnSite System in diagnosing atrial fibrillation in August 1997, but to date
has conducted only limited clinical trials on patients for atrial
fibrillation.

<PAGE>

The Company has not yet applied for regulatory approval in international
markets for the use of the EnSite System in diagnosing atrial fibrillation.
Securing regulatory approval in the United States or in international markets
for use of the EnSite System in diagnosing atrial fibrillation will require
extensive clinical trials.  If the EnSite System does not prove to be safe
and effective in clinical trials, the Company's business, financial condition
and results of operations will be materially adversely affected.

LACK OF REGULATORY APPROVAL

     The manufacture and sale of medical devices, including the EnSite
System, are subject to extensive regulation by numerous governmental
authorities in the United States, principally the FDA and corresponding state
agencies, and in other countries.  In the United States, the Company's
products are regulated as medical devices and are subject to the FDA's
premarket approval requirements, which have not been satisfied.  Securing FDA
approvals requires the submission of extensive clinical data and supporting
information to the FDA.  Although the EnSite System has been used in limited
clinical trials in the United States on patients suffering from VT, under an
IDE approved by the FDA, the Company cannot file with the FDA a PMA
application to market the EnSite System for diagnosing VT in the United
States until more extensive clinical trials are completed.  The process of
obtaining FDA and other required regulatory approvals is lengthy, expensive
and uncertain and frequently requires from one to several years from the date
of FDA filing, if premarket approval is obtained at all.  In addition, the
use of the EnSite System to diagnose SVT is in the initial stages of clinical
development. Though the Company has received an IDE approval from the FDA to
pursue clinical testing of the EnSite System for atrial fibrillation in the
United States, significant additional testing will be required to support a
subsequent 510(k) premarket notification.

     Sales of medical devices outside of the United States are subject to
international regulatory requirements that vary from country to country.  The
time required to obtain approval for sale internationally may be longer or
shorter than that required for FDA approval, and the requirements may differ.
 After mid-1998, the Company will be required to obtain the certifications
necessary to enable the CE Mark to be affixed to the Company's products in
order to sell its products in member countries of the European Union.  The
Company has not obtained such certifications and there can be no assurance it
will be able to do so in a timely manner.  In addition, significant costs and
requests for additional information may be encountered by the Company in its
efforts to obtain regulatory approvals.  Any such events could substantially
delay or preclude the Company from marketing its products internationally.

     Regulatory approvals, if granted, may include significant limitations on
the indicated uses for which the product may be marketed.  In addition, to
obtain such approvals, the FDA and certain foreign regulatory authorities may
impose numerous other requirements with which medical device manufacturers
must comply.  FDA enforcement policy strictly prohibits the marketing of
approved medical devices for unapproved uses.  In addition, product approvals
could be withdrawn for failure to comply with regulatory standards or the
occurrence of unforeseen problems following the initial marketing.  The
Company will be required to adhere to applicable FDA regulations regarding
Good Manufacturing Practices ("GMP") and similar regulations in other
countries, which include testing, control, and documentation requirements.
Ongoing compliance with GMP 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.  Failure to
comply with applicable regulatory requirements, including the marketing of
products for unapproved uses, could result in, among other things, 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 for devices, withdrawal of approvals and criminal
prosecution.  Changes in existing regulations or adoption of new governmental
regulations or policies could prevent or delay regulatory approval of the
Company's products.  Certain material changes to medical devices also are
subject to FDA review and approval.

<PAGE>

     There can be no assurance that the Company will be able to obtain PMA
approval for the EnSite System for use in diagnosing VT and SVT, the
certifications necessary for affixation of the CE Mark on the Company's
products or other necessary regulatory approvals on a timely basis or at all.
 Delays in receipt of or failure to receive such approvals, the loss of
previously obtained approvals, or failure to comply with existing or future
regulatory requirements would have a material adverse effect on the Company's
business, financial condition and results of operations.

UNCERTAINTY OF AVAILABILITY OF TREATMENTS EMPLOYING ENSITE SYSTEM

     The Company has developed its EnSite System to diagnose VT and assist
electrophysiologists in selecting among treatment options.  Current
treatments for VT include drugs, implantable defibrillators, surgery and,
potentially, catheter ablation.  The Company believes that the EnSite System
will enable increased use of catheter ablation for treating complex VT.
Because ablation treatment for VT is a relatively new and to date an untested
treatment, 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.  To date, no medical devices for treating VT
patients in the United States through catheter ablation have been approved by
the FDA.  Such catheter ablation devices require PMA approval by the FDA, and
there can be no assurance that any such device will be approved by the FDA,
or that any FDA approval will be granted in the near future.  Accordingly,
there can be no assurance that the catheter ablation market will develop in
the near term or ever.  Moreover, even if medical devices for catheter
ablation are approved by the FDA, there can be no assurance that the market
for treating VT through catheter ablation will develop or that the EnSite
System will prove useful in diagnosing VT for treatment by catheter ablation
products approved by the FDA.  The Company is not in the process of
developing a catheter for ablation treatment and is entirely dependent upon
other medical device companies for the development of such devices.  If the
medical devices for treating ventricular tachycardia through catheter
ablation are not approved by the FDA or, even with such approval, if a market
for treating ventricular tachycardia by catheter ablation does not develop,
the business, financial condition and results of operations of the Company
would be materially adversely affected.

UNCERTAINTY OF MARKET ACCEPTANCE; TRAINING OF PHYSICIANS REQUIRED

     The commercial success of the EnSite System is dependent upon the number
of diagnostic procedures performed by electrophysiologists using the system.
There can be no assurance that the Company's EnSite System will gain any
significant degree of market acceptance among electrophysiologists, patients
and health care insurers and managed care providers. Electrophysiologists
will not recommend that diagnostic procedures be performed using the
Company's products until such time, if at all, as clinical data demonstrate
the efficacy of such procedures as compared to other diagnostic procedures
currently available or under development.  Even if the clinical efficacy of
procedures using the EnSite System is established, electrophysiologists and
other physicians may elect not to recommend the procedures for any number of
other reasons, including inadequate levels of reimbursement.  Broad use of
the EnSite System will require training of electrophysiologists, and the time
required to complete such training could adversely affect market acceptance.
Failure of the Company's products to achieve significant market acceptance
would have a material adverse effect on the Company's business, financial
condition and results of operations.

UNCERTAINTY OF ABILITY TO DIAGNOSE AND TREAT ATRIAL FIBRILLATION

     The Company intends to apply the EnSite System to the diagnosis of
atrial tachycardia, including atrial fibrillation; however, the Company has
conducted only limited clinical studies of its technology on patients
suffering from atrial tachycardia.  Although the Company has received an IDE
from to the FDA for a multi-center clinical study of the EnSite System in
diagnosing atrial fibrillation, to date the Company has conducted only
limited clinical trials on patients for atrial fibrillation, and there can be
no assurance that the Company will be able to successfully extend its
technology to the

<PAGE>

mapping of atrial fibrillation or obtain regulatory approval to test and
market any products developed using such technology to map atrial
fibrillation.  In addition, the Company has made and expects to continue to
make significant research and development expenditures in extending its
technology to the diagnosis of atrial fibrillation.  There can be no
assurance that the Company 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 the Company is
successful in extending its technology to provide products that are capable
of diagnosing atrial fibrillation, there can be no assurance that treatments
for atrial fibrillation will exist that will require the diagnostic
capabilities of any products developed by the Company.  As a result, there
can be no assurance that a commercial market will ever develop for any
product developed by the Company for the diagnosis of atrial fibrillation.
The Company is not currently engaged and has no present intention to engage
in researching or developing any medical devices for the treatment of atrial
fibrillation.

UNCERTAINTY OF ABILITY TO PENETRATE COMPLEX TACHYCARDIA PATIENT POPULATION

     The Company's EnSite System is designed to diagnose patients suffering
from complex tachycardia.  The Company estimates that a majority of the four
million patients who suffer from tachycardia have complex forms of this
disease.  Although the Company believes that the patients who suffer from
complex tachycardia are potential candidates for diagnosis using the
Company's EnSite System, there can be no assurance as to the number of
complex tachycardia patients that will be diagnosed using the Company's
products due to a number of factors, including patient preferences, the
health and clinical history of the particular patient, the access of the
patient to electrophysiology labs employing the EnSite System, the
availability of alternative diagnostic procedures, the availability of
treatment options and the expense of the diagnosis using the EnSite System
vis-a-vis alternative diagnostic procedures.  Failure of the Company's
products to achieve significant penetration of the population of patients
suffering from complex tachycardia could have a material adverse effect on
the Company's business, financial condition and results of operations.

HISTORY OF OPERATING LOSSES; ACCUMULATED DEFICIT; EXPECTATION OF FUTURE LOSSES

     The Company has generated no revenue and has sustained significant
operating losses each year since its inception.  The Company expects such
losses to continue at least through 1999.  There can be no assurance that the
Company will ever generate substantial operating revenues or achieve
profitability.  The Company's ability to generate revenues from operations
and achieve profitability is dependent upon successful development,
regulatory approval, manufacturing and commercialization of the EnSite System
and the Company's successful transition from a development stage company to a
manufacturing and sales company.

SIGNIFICANT COMPETITION; RAPID TECHNOLOGICAL CHANGE

     The cardiac medical device market is highly competitive and
characterized by rapid innovation and technological change.  The Company's
EnSite System for the mapping of ventricular tachycardia is a new technology
that must compete with more established mapping procedures and devices such
as single-point contact catheters that are currently widely used to map
tachycardia and which are generally less expensive and, unlike EnSite
catheters, are generally reused after resterilization.  Single-point contact
diagnostic catheters have been approved by the FDA for VT mapping.  In
addition, certain of the Company's competitors are developing new approaches
and new products for diagnosing ventricular tachycardia and atrial
fibrillation for which regulatory approval has not been granted, including
contact mapping systems using multi-electrode basket contact catheters and
single-point mapping technologies.  There can be no assurance that any of
these competitors will not receive required regulatory approval to market
their products before the Company.  Certain

<PAGE>

competitors have integrated product lines that include products for both
diagnosis and ablation treatment, which may afford opportunities for product
bundling and other marketing advantages. Many of the Company's competitors
have an established presence in the field of electrophysiology and
established relationships with electrophysiology labs.  Many of these
competitors have substantially greater financial and other resources than the
Company, 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.  There can be no
assurance that the Company will succeed in developing and marketing
technologies and products that are more clinically efficacious or cost
effective than the more established products or the new approaches and
products developed and marketed by its competitors. Certain of the Company's
competitors may achieve patent protection, regulatory approval or product
commercialization more quickly than the Company, which may negatively impact
the Company's ability to compete.  The failure of the Company to demonstrate
the efficacy and cost effectiveness of its products as compared to those of
its competitors or the failure to develop new technologies and products
before its competitors would have a material adverse effect on business,
financial condition and results of operations.

     The medical device industry is subject to rapid technological innovation
and, consequently, the life cycle of any particular product is short.  There
can be no assurance that alternative diagnostic systems or other discoveries
and developments with respect to mapping tachycardia will not render the
Company's products obsolete.  Furthermore, the greater financial and other
resources of many of the Company's competitors may permit such competitors to
respond more rapidly than the Company to technological advances.

DEPENDENCE ON PATENTS AND PROPRIETARY TECHNOLOGY

     The Company's success will depend in part on its ability to obtain
patent protection for its products and processes, to preserve its trade
secrets and to operate without infringing the proprietary rights of third
parties.  The patent positions of medical device companies, including the
Company, are uncertain and involve complex and evolving legal and factual
questions.  There can be no assurance that any 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 the Company's patents will exclude competitors or that the rights
granted thereunder will provide any competitive advantage to the Company,
that any of the Company's patents will be held valid if subsequently
challenged or that others will not claim rights in or ownership of the
patents and other proprietary rights held by the Company.  Furthermore, there
can be no assurance that others will not independently develop similar
technologies or duplicate any technology by the Company or that the Company's
technology will not infringe patents or other rights owned by others.
Moreover, the Company cannot be certain that it was the first to make the
inventions covered by each of its issued patents and its pending patent
applications, or that it was the first to file patent applications for such
inventions.  In addition, there can be no assurance that competitors, many of
which have substantial resources and have made substantial investments in
competing technologies, will not seek to apply for and obtain patents that
will prevent, limit or interfere with the Company's ability to make, use or
sell its products either in the United States or in international markets.
Further, the laws of certain foreign countries may not protect the Company's
intellectual property rights to the same extent as do the laws of the United
States.

     There has been substantial litigation regarding patent and other
intellectual property rights in the medical device industry and competitors
may resort to intellectual property litigation as a means of competition.
Intellectual property litigation is complex and expensive and the outcome of
such litigation is difficult to predict.  There can be no assurance that the
Company will not become subject to patent infringement claims or litigation
in a court of law, or interference proceedings declared by the United States
Patent and Trademark Office to determine the priority of inventions or an
opposition to a patent grant in a foreign jurisdiction.  Litigation or
regulatory proceedings, which could result in

<PAGE>

substantial cost and uncertainty to the Company, may also be necessary to
enforce patent or other intellectual property rights of the Company or to
determine the scope and validity of other parties' proprietary rights.  There
can be no assurance that the Company will have the financial resources to
assert patent infringement suits or to defend itself from claims of
invalidity.  An adverse determination in any litigation could subject the
Company to significant liabilities to third parties, or require the Company
to seek licenses from or pay royalties to third parties that may be
substantial.  Furthermore, there can be no assurance that the necessary
licenses would be available to the Company on satisfactory terms, if at all.
Accordingly, an adverse determination in a judicial or administrative
proceeding or failure to obtain necessary licenses could prevent the Company
from manufacturing, selling or using its proposed products, any of which
would have a material adverse effect on the Company's business, financial
condition, results of operations and prospects.

     In addition to patents, the Company relies on trade secrets and
proprietary knowledge, which it seeks to protect, in part, through
confidentiality agreements with employees, consultants and other parties.  In
particular, the Company relies upon such means to protect the proprietary
software used in the EnSite System.  There can be no assurance that the
Company's proprietary information or confidentiality agreements will not be
breached, that the Company will have adequate remedies for any breach, or
that the Company's trade secrets will not otherwise become known to or
independently developed by competitors.

LIMITED MANUFACTURING EXPERIENCE; SCALE-UP RISK

     The Company has only limited experience in manufacturing the EnSite
catheter and the patient interface unit of the EnSite System's clinical
workstation.  The Company currently manufactures its catheters and patient
interface units in limited quantities for laboratory and clinical testing and
intends to manufacture the EnSite catheter for commercial sale.  The Company
has no experience manufacturing its products in the volumes that will be
necessary for the Company to achieve significant commercial sales, and there
can be no assurance that reliable, high-volume manufacturing capacity can be
established or maintained at commercially reasonable costs.  If the Company
receives FDA or foreign approval for its products, it will need to expend
significant capital resources and develop the necessary expertise to
establish large-scale manufacturing capabilities.  Manufacturers often
encounter difficulties in scaling up production of new products, including
problems involving production yields, quality control and assurance,
component supply shortages, shortages of qualified personnel, compliance with
FDA and foreign regulations, and the need for further FDA or foreign
regulatory approval of new manufacturing processes.  Any inability of the
Company to establish and maintain large-scale manufacturing capabilities
would have a material adverse effect on the Company's business, financial
condition and results of operations.

     The Company's manufacturing facilities will be subject to periodic
inspection by United States and foreign regulatory authorities.  In order to
manufacture products for sale in the United States, the Company's operations
must undergo GMP compliance inspections conducted by the FDA.  To date, the
Company's facilities and manufacturing processes have not undergone any such
inspections.  The Company will also be required to comply with ISO 9001 and
9002 and CE Mark standards in order to sell its products in Europe.  The
Company received ISO 9001 certification for its quality system in August
1997.  Any failure of the Company to comply with GMP or ISO 9001 and 9002 and
CE Mark standards may result in the Company being required to take corrective
actions, such as modification of its manufacturing policies and procedures.
In addition, the Company may be required to cease all or part of its
operations for some period of time until it can demonstrate that appropriate
steps have been taken to comply with GMP or ISO 9001 and 9002 and CE Mark
regulations.  Although the Company has received ISO 9001 certification, there
can be no assurance that the Company will be found in compliance with GMP or
ISO 9001 and 9002 and CE Mark standards in future audits by regulatory
authorities or that the Company will not experience difficulties in the
course of developing its manufacturing capability.  A failure to comply with
GMP or ISO 9001 and 9002 and CE Mark standards, or to develop its
manufacturing capability in compliance with such standards, would prohibit
the Company from

<PAGE>

manufacturing and distributing its products and therefore have a material
adverse effect on the Company's business, financial condition and results of
operations.

DEPENDENCE ON SOLE OR LIMITED SOURCE SUPPLIERS

     The Company purchases raw materials and certain key components of its
products, including the computer workstation and certain components for its
catheter, from sole, single or limited source suppliers.  For certain of
these components, there are relatively few alternative sources of supply.
The Company currently has no agreements that would assure delivery of raw
materials and components from such suppliers.  Establishing additional or
replacement suppliers for any of the numerous components used in the
Company's products, if required, may not be accomplished quickly and could
involve significant additional costs.  The inability of any of the Company's
suppliers to provide an adequate supply of components in a timely manner, or
the inability of the Company to locate qualified alternative suppliers for
materials and components at a reasonable cost, could adversely affect the
Company's business, financial condition and results of operations.  In the
event the Company had to replace a single source supplier, such replacement
would be required to meet GMP and certain other regulatory standards.

NEED TO MANAGE EXPANDING OPERATIONS

     In order to complete clinical trials in progress, prepare additional
products for clinical trials, and develop future products, the Company
believes that it will be required to expand its operations, particularly in
the areas of research and development, manufacturing, quality assurance and
sales and marketing.  As the Company expands its operations in these areas,
such expansion will likely result in new and increased responsibilities for
management personnel.  To accommodate any such growth and compete
effectively, the Company will be required to implement and improve
information systems, procedures, and controls, and to expand, train, motivate
and manage its work force.  The Company's future success will depend to a
significant extent on the ability of its current and future management
personnel to operate effectively, both independently and as a group.  There
can be no assurance that the Company's personnel, systems, procedures and
controls will be adequate to support the Company's future operations.  Any
failure to implement and improve the Company's operational, financial and
management systems or to expand, train, motivate or manage employees as
required by future growth, if any, would have a material adverse effect on
the Company's business, financial condition and results of operations.

LACK OF COMMERCIAL SALES AND MARKETING EXPERIENCE

     The Company has limited experience marketing the EnSite System and has
not yet hired sales personnel.  There can be no assurance that the Company
will be able to build and maintain a suitable sales force or enter into or
maintain satisfactory marketing arrangements with third parties when
commercial potential develops, if ever, or that its sales and marketing
efforts will be successful.

RISKS RELATING TO INTERNATIONAL OPERATIONS

     The Company plans to market the EnSite System through distributors in
international markets, subject to receipt of required foreign regulatory
approvals.  Sales in foreign markets are initially expected to be the
Company's only source of revenue.  In September 1997 the Company signed a
seven-year distribution agreement (the "Distribution Agreement") with
Medtronic to market the EnSite System for the electrophysiology markets in
Europe, Japan and the Middle East.  The initial market release is expected to
include two sites in Germany, one in France, one in Italy and one in the
United Kingdom.  Under the terms of the Distribution Agreement, Medtronic has
been granted exclusive distribution rights for the Company's products in
Europe, Japan and the Middle East and has been granted certain rights for
distribution in other regions outside North America.  The Company retains all
distribution rights in North America.  There can be no assurance that
international distributors for

<PAGE>

the Company's products will devote adequate resources to selling its
products.

     Changes in overseas economic conditions, currency exchange rates,
foreign tax laws or tariffs or other trade regulations could have a material
adverse effect on the Company's ability to market its products
internationally and therefore on its business, financial condition and
results of operations.  The Company's business is also expected to subject it
and its representatives, agents and distributors to laws and regulations of
the foreign jurisdictions in which they operate or the Company's products are
sold. The Company may depend on foreign distributors and agents for
compliance and adherence to foreign laws and regulations.  The regulation of
medical devices in a number of such jurisdictions, particularly in the
European Union, continues to develop and there can be no assurance that new
laws or regulations will not have an adverse effect on the Company's
business, financial condition and results of operations. In addition, the
laws of certain foreign countries do not protect the Company's intellectual
property rights to the same extent as do the laws of the United States.

DEPENDENCE ON KEY PERSONNEL; NEED FOR ADDITIONAL PERSONNEL

     The success of the Company is dependent in large part upon the ability
of the Company to attract and retain key management and operating personnel.
Qualified individuals are in high demand and are often subject to competing
offers.  In the future, the Company will need to add additional skilled
personnel in the areas of research and development, sales, marketing and
manufacturing.  There can be no assurance that the Company will be able to
attract and retain the qualified personnel needed for its business.  The loss
of the services of one or more members of the Company's research,
manufacturing or management group or the inability to hire additional
personnel as needed would likely have a material adverse effect on the
Company's business and prospects.

FUTURE CAPITAL REQUIREMENTS; NO ASSURANCE FUTURE CAPITAL WILL BE AVAILABLE

     The Company may require substantial funds to meet its working capital
requirements for continued research and development, testing, regulatory
approval and full-scale commercial introduction of its EnSite System.  In
order to meet its funding needs, the Company may be required to raise
additional funds through public or private financings, including the sale of
equity or debt.  Any additional equity financings may be dilutive to current
stockholders, and debt financing, if available, may involve restrictive
covenants.  Adequate funds for the Company's operations, whether from
financial markets or from other sources, may not be available when needed on
terms attractive to the Company, if at all.  Insufficient funds may require
the Company to delay, scale back or eliminate some or all of its programs
designed to facilitate the commercial introduction of the EnSite System or
prevent such commercial introduction altogether.

UNCERTAINTY OF THIRD-PARTY REIMBURSEMENT

     Sales of the Company's proposed products in most markets in the United
States and internationally will be dependent on availability of adequate
reimbursement for tachycardia diagnostic procedures from third-party payors,
such as government and private insurance plans, health maintenance
organizations and preferred provider organizations.  In the United States,
the Company's products, if and when approved for commercial sale, would be
purchased primarily by health care providers which will then seek to be
reimbursed by various third party payors, such as Medicare, Medicaid and
other government programs and private insurance plans, for the health care
services provided to their patients.  Third-party payors reimburse health
care providers for medical treatment based on a variety of methods, including
a lump sum prospective payment system based on a diagnosis related group or
per diem, a blend between the health care provider's reported costs and a fee
schedule, a payment for all or a portion of charges deemed reasonable and
customary, or a negotiated per capita fixed payment.  Third-party payors are
increasingly challenging the pricing of medical products and procedures.
Even if a procedure is eligible for reimbursement, the level of reimbursement
may not be adequate.  Additionally, payors may deny reimbursement if they
determine that the device used in a

<PAGE>

treatment was unnecessary, inappropriate or not cost-effective, experimental
or used for a non-approved indication.

     It is anticipated that the Company's EnSite catheter will be sold at a
premium in comparison to existing single point catheters used in current
diagnostic or mapping procedures, in addition to requiring an initial capital
outlay for the companion clinical workstation.  Existing single point
catheters, unlike EnSite catheters, are generally reused after sterilization.
 In addition to establishing the safety and efficacy of the EnSite System,
and assuming no increase in the level of reimbursement for cardiovascular
procedures expected to utilize the Company's products, the Company will be
required to economically justify the relative increased cost of utilizing the
EnSite System by satisfactorily demonstrating the enhanced benefits of the
EnSite System to health care providers and payors in terms of such factors as
enhanced patient procedural efficiencies, reduced radiation exposure and
improved patient outcomes.

     The commercial success of the Company's EnSite System may also be
affected by the availability of adequate reimbursement for treatments for
complex VT, including catheter ablation.  To date, catheter ablation has not
been approved by the FDA for treatment of VT and is not a commonly prescribed
treatment for VT.  The Company believes that the improved mapping technology
of the EnSite System may enable catheter ablation for treating complex VT.

     There can be no assurance that adequate levels of reimbursement will be
available to enable the Company to achieve or maintain market acceptance of
its products or maintain price levels which exceed the Company's costs of
developing and manufacturing its products.  In addition, use of the Company's
products will also depend on the adequacy of third-party reimbursement for
treatments that would be used in connection with the Company's products, such
as catheter ablation treatment.  There can be no assurance that adequate
levels of reimbursement for ablation treatment will be available to support
the use of the Company's products.  Without adequate support from third-party
payors, the market for the Company's products may be severely limited.
Moreover, the Company is 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 the Company.  There is significant
uncertainty concerning third-party reimbursement of medical devices, and
there can be no assurance that third-party reimbursement will be available in
the future for the EnSite System or that any third-party reimbursement that
is obtained will be adequate.  Any failure to obtain third party
reimbursement for diagnostic procedures using the Company's products or
treatment procedures that rely on the Company's products could have a
material adverse effect on the Company's business, financial condition and
results of operations.

     The Company expects that there will be continued pressure on
cost-containment throughout the United States health care system.  Reforms
may include mandated basic health care benefits, controls on health care
spending through 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.  The Company
anticipates that Congress and state legislatures will continue to review and
assess alternative health care delivery systems and payment methodologies and
public debate of these issues will likely continue in the future.  Due to
uncertainties regarding the ultimate features of reform initiatives and their
enactment and implementation, the Company cannot predict which, if any, of
such reform proposals will be adopted, when such proposals may be adopted or
what impact they may have on the Company.

     Reimbursement systems in international markets vary significantly by
country and by region within some countries, and reimbursement approvals must
be obtained on a country-by-country basis. Many international markets have
government managed health care systems that control reimbursement for new
devices and procedures.  In most markets there are private insurance systems
as well as government managed systems.  There can be no assurance that
reimbursement for the Company's products will be available in international
markets under either government or private reimbursement systems.

<PAGE>

     The Company faces an inherent business risk of exposure to product
liability claims in the event that an electrophysiology patient is adversely
affected by its products.  The Company currently carries a product liability
insurance policy covering the Company's clinical trial operations with an
aggregate limit of $5 million, although there can be no assurance that the
Company's existing insurance coverage limits are adequate to cover the
Company from any liabilities it might incur in connection with the
distribution of its products.  Although the Company expects to obtain product
liability insurance coverage in connection with the commercialization of the
EnSite System, there can be no assurance that such insurance will be
available on commercially reasonable terms, or at all, or that such
insurance, even if obtained, would adequately cover any product liability
claim.  A product liability or other claim with respect to uninsured
liabilities or in excess of insured liabilities could have a material adverse
effect on the business and prospects of the Company.

POSSIBLE VOLATILITY OF PRICE

     The trading prices of the Company's Common Stock could be subject to
wide fluctuations in response to quarter to quarter variations in the
Company's operating results, announcements by the Company or its competitors
regarding the results of regulatory approval filings or clinical trials or
testing, developments or disputes concerning proprietary rights,
technological innovations or new commercial products, governmental regulatory
action, third-party reimbursement decisions, general conditions in the
medical technology industry, or other events or factors, many of which are
beyond the Company's control.  In addition, the stock market has experienced
extreme price and volume fluctuations, which have particularly affected the
market prices of many medical technology companies and which have often been
unrelated to the operating performance of such companies.

REGISTRATION RIGHTS

     Certain stockholders, beneficially holding an aggregate of 4,705,603
shares of Common Stock, have the right, subject to certain conditions, to
include their shares in future registration statements relating to the
Company's securities and to cause the Company to register certain Common
Stock owned by them.

NO DIVIDENDS

     The Company has never paid or declared a dividend on its capital stock
and does not anticipate doing so for the foreseeable future.