EXHIBIT 99


                                  Risk Factors

         You should consider the following risks carefully in evaluating us and
our business before making an investment decision. The risks described below are
not the only risks we face. Additional risks may also impair our business
operations. If any of the following risks occur, our business, results of
operations or financial condition could be materially adversely affected. If
that happens, the trading price of our common stock could decline, and you may
lose all or part of your investment.

We have discontinued the operations of our wholly owned subsidiary and
liquidated most of its assets.

         On January 22, 2002, we announced that our wholly owned subsidiary,
Kolar, Inc., had terminated its operations at its facility located in Ithaca,
New York and began the process to liquidate all of its assets through an auction
of its fixed assets and the private sale of its real estate. On February 21,
2002, Kolar sold a substantial portion of its machinery and equipment at an
auction conducted by Daley-Hodkin Corporation at Kolar's main facility in
Ithaca, New York. Accordingly,

         o        We no longer have revenue attributed from Kolar.
         o        We are now a company just operating in a single market.

We do not have sufficient resources available to repay our indebtedness in full
and there can be no assurance that arrangements will be made either to
restructure the terms of the indebtedness or to find replacement capital.

         We have an agreement with JP Morgan Chase and GE Capital CFE, Inc. (as
assignee of Mellon Bank) providing a line of credit through June 30, 2002. The
line of credit is secured by substantially all of our assets and Kolar's assets.
As of March 31, 2002, there was an outstanding balance of $1,700,000 on this
line of credit.

         On October 9, 1997, we, as a co-borrower with Kolar, and as guarantor,
incurred significant indebtedness to facilitate the acquisition by us of the
assets of Kolar Machine, Inc. (now known as Ralok, Inc.). At that time, we,
along with Kolar entered into a term loan agreement with JP Morgan Chase and
Mellon Bank in the amount of $9,400,000. As of March 31, 2002, the outstanding
balance on this loan was $1,189,717, with proceeds from the auction sale being
used to reduce the principal. The loan matures on June 30, 2002 and is
collateralized by all of our assets and Kolar's assets. The Mellon Bank portion
of the loan has been assigned to GE Capital CFE, Inc.

         In 1997, Kolar entered into a mortgage loan agreement with JP Morgan
Chase in the original principal amount of $975,000. The principal amount has
been reduced by periodic payments and also by the application of the proceeds of
sale of certain of the properties subject to it and was approximately $285,000
as of March 31, 2002. This loan is payable in monthly installments of $9,487,
including interest at 8.3% per annum, and matures on October 31, 2007. We are a
guarantor of the mortgage debt. Amortization of the current principal amount of
the loan at its present monthly rate will retire it prior to its scheduled
maturity date.

         Additionally, we, along with Kolar, entered into a purchase money note
agreement with Ralok in the amount of $4,000,000. The note issued under this
agreement is also due on June 30, 2002 and is secured by a security interest on
all of our assets and Kolar's assets that is subordinate to the security
interest of the bank lenders. The note is currently convertible, at Ralok's
option, into 333,334 shares of our common stock. Pursuant to the terms of the
subordination agreement between the bank lenders and Ralok, Ralok is presently
prohibited from receiving current payments of interest on its note.

         The auction of Kolar's machinery and equipment and the sale of its real
estate were intended to provide funds to pay certain the debt owed to bank
lenders. However, the proceeds of the sales were not sufficient to provide for
payment in full. We are not in compliance with certain of the financial
covenants in our agreements with the bank lenders and have also borrowed more
under a line of credit than is permitted by those agreements. We are presently
negotiating with the bank lenders and Ralok to restructure and extend the terms
of the indebtedness described above and to obtain waivers of our current
defaults. If satisfactory terms are not agreed upon, all of the indebtedness,
including the mortgage indebtedness, will be due on June 30, 2002. At present,
we do not have the resources available to repay such indebtedness in full and
would be required to find substitute sources. There can be no assurance that
arrangements will be made either to restructure the terms of the indebtedness or
to find replacement capital.

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Our credit agreement contains restrictive covenants which may adversely affect
us.

         Our credit agreement contains (and the amendments we are currently
negotiating may contain) restrictive covenants which, among other things,
restrict us from:

         o        incurring additional indebtedness;
         o        incurring liens;
         o        paying dividends;
         o        making certain other restricted payments or investments; o
                  consummating certain asset sales;
         o        entering into certain transactions with affiliates; and
         o        merging or consolidating with another entity.

The credit agreement also requires us to maintain specified financial ratios and
satisfy certain financial tests. Our ability to meet such financial ratios and
tests may be affected by events beyond our control. We cannot assure that we
will meet such tests. A breach of any of these covenants could result in an
event of default under the credit agreement. If such an event of default occurs,
the lenders could accelerate our indebtedness to them under the credit
agreement. We cannot assure you that our assets would be sufficient to repay our
indebtedness in full.


We have been forced to take significant write-offs and may be forced to do so
again in the future.

         We account for our long-term contracts using the "percentage of
completion" method. Under this method, we recognize revenues as costs are
incurred under our contracts, measured by the percentage of actual costs
incurred to date against estimated total costs. Under our commercial contracts,
we do not receive cash payments until our products are shipped to our customers.
Accordingly, we may recognize revenues even though we have not received any
actual payment. We therefore bear the risk that one of our contracts will be
terminated after we have expended substantial sums of money on production but
prior to our delivery. In 2000, we were forced to take a write-off of
approximately $301,377 due to such a cancellation. We did not take a write-off
for 2001, however, we cannot assure you that this will not happen again to us in
the future. If we are forced to take another substantial write-off, our results
of operations will be materially adversely affected.

The market we operate in is highly competitive.

         We derive all of our sales and operating income from the services and
parts we provide to our customers in the aviation industry. The aviation
industry has historically been characterized by intense competition. We compete
with a large number of foreign and domestic manufacturing companies including
Northrop Grumman Corporation, Aeronca, Inc., Shin-Meiwa and other subcontractors
throughout the world. Many of these companies have far greater financial and
other resources and more established reputations than we do. We cannot assure
you that our services and products will successfully compete with the services
and products of these companies. Competitive factors that effect our business
include:

         o        price and quality;
         o        development and production capabilities;
         o        customer service; and
         o        industry experience.

If we are unable to compete effectively in several of these areas, our financial
condition and results of operations will be adversely affected.

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We may be unable to retain personnel who are key to our operations.

         Our success is dependent, among other things, on our ability to attract
and retain highly qualified professional personnel. Competition for key
personnel in the various localities and business segments in which we operate is
intense. Our ability to attract and retain key personnel, in particular senior
officers and experienced and top rate engineers, is dependent on a number of
factors, including prevailing market conditions and compensation packages
offered by companies competing for the same talent, who may offer compensation
packages that include considerable equity based incentives through stock option
or similar programs.

Our results could be adversely affected by the potential loss or delay of our
government contracts.

         Our business consisted of 91.6% and 75.7% of U.S. Government contracts
in 2001 and 2000, respectively. As a Government contractor, we are routinely
subject to audits, reviews and investigations by the Government related to our
negotiation and performance of Government contracts and our accounting for such
contracts. Under certain circumstances, a contractor can be suspended or
debarred from eligibility for Government contract awards. The Government may, in
certain cases, also terminate existing contracts, recover damages and impose
other sanctions and penalties. The loss of any of our significant contracts with
the Government could have a materially adverse effect on us. Recent U.S. budget
constraints, combined with a shift in the nation's security objectives, have
resulted in a downsizing of the U.S. defense industry.

We depend on a limited number of customers.

         We are heavily dependent on government contracts. The termination or
failure to fund one or more significant contracts could have a negative impact
on our operations. We are a supplier, either directly or as a subcontractor or
team member, to the U.S. Government and its agencies as well as foreign
governments and agencies. These contracts are subject to each customers'
political and budgetary constraints, changes in short-range and long-range
plans, the timing of contract awards, the congressional budget authorization and
appropriation processes, the government's ability to terminate contracts for
convenience or for default, as well as other risks such as contractor debarment
in the event of certain violations of legal and regulatory requirements.


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If we are unable to successfully compete in the bidding process for U.S.
Government contracts, our results of operations will suffer.


         We obtain many of our U.S. Government contracts through a competitive
bidding process. We cannot assure you that we will win competitively awarded
contracts or that awarded contracts will be profitable. We are also subject to
risks associated with:

         o        the frequent need to bid on programs in advance of the
                  completion of their designs, which may result in unforeseen
                  technological difficulties or cost overruns;

         o        the substantial time and effort required to prepare bids and
                  proposals for competitively awarded contracts that may not be
                  awarded to us;

         o        rapid technological obsolescence; and

         o        the constant need for design improvement.


We must continue to be innovative and adapt our products to the changing needs
of our customers.

         We are dependent upon our ability to anticipate changing needs for
defense products, military and civilian electronic systems and support, and
information technology. Our success is dependent on designing new products which
will respond to such requirements within customers' price limitations. If we are
unable to provide our customers with new and innovative products, our business
and operations may be materially adversely affected.

We are subject to strict governmental regulations relating to the environment
and aircraft components.

         We are required to comply with extensive and frequently changing
environmental regulations at the federal, state and local levels. Among other
things, these regulatory bodies impose restrictions to control air, soil and
water pollution to protect against occupational exposure to chemicals, including
health and safety risks, and to require notification or reporting of the
storage, use and release of certain hazardous substances into the environment.
This extensive regulatory framework imposes significant compliance burdens and
risks on us and, as a result, substantially affects our operational costs. In
addition, these regulations may impose liability for the cost of removal or
remediation of certain hazardous substances released on or in our facilities
without regard to whether we knew of, or caused, the release of such substances.
Furthermore, we are required to provide a place of employment that is free from
recognized and preventable hazards are likely to cause serious physical harm to
employees, provide notice to employees regarding the presence of hazardous
chemicals and to train employees in the use of such substances. Our operations
require the use of a limited amount of chemicals and other materials for
painting and cleaning that are classified under applicable laws as hazardous
chemicals and substances. While we believe that we are in substantial compliance
with all federal, state and local laws and regulations governing our operations
and have obtained all necessary permits required for the operation of our
business, there can be no assurance we will be able to comply with all
regulations and laws in the future.


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         We are also subject to regulation by the FAA under the provisions of
the Federal Aviation Act of 1958, as amended. The FAA prescribes standards and
licensing requirements for aircraft and aircraft components. The costs of
compliance with these requirements are significant. We are subject to
inspections by the FAA and may be subjected to fines and other penalties
(including orders to cease production) for noncompliance with FAA regulations.
The failure on our part to comply with applicable regulations could result in
the termination or our disqualification from some of our contracts, which could
have a material adverse effect on our operations.

If the contracts associated with our backlog were terminated, our financial
condition would be adversely affected.

         Our backlog and bookings are subject to fluctuations and are not
necessarily indicative of future revenues. Our backlog is subject to termination
at will and rescheduling without a significant penalty. We cannot assure you
that our backlog will be completed and booked as revenue. Cancellations of
pending contracts or terminations or reductions of contracts in progress could
have a material adverse effect on our business, financial condition or results
of operations.


We currently do not plan to pay cash dividends on our shares.

         We have never declared or paid any cash dividends on our common stock,
nor do we intend on doing so in the future. The payment of dividends, if any, in
the future is within the discretion of our Board of Directors and will depend
upon our earnings, capital requirements and financial condition as well as other
relevant factors. In addition, our credit agreement with Chase Manhattan Bank
and Mellon Bank provide that we may not declare or pay dividends on our common
stock so long as any amounts are owing to the lenders.

We are currently occupying our executive offices and production facilities
on a month-to-month basis.

         Our lease for our executive offices and production facilities expired
on March 31, 2001 and we are currently occupying this space on a month-to-month
basis. Our landlord may, at any time, request that we vacate the space on very
short notice. If our landlord asked us to vacate, our business operations would
be disrupted and we may not find suitable space at our current base current.


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