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                                                                    Exhibit 99
                                  VOXWARE, INC.
             Important Factors Regarding Forward-Looking Statements

     IN ADDITION TO OTHER INFORMATION IN THIS ANNUAL REPORT ON FORM 10-K AND IN
THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN, THE FOLLOWING RISK FACTORS
SHOULD BE CAREFULLY CONSIDERED IN EVALUATING THE COMPANY AND ITS BUSINESS
BECAUSE SUCH FACTORS CURRENTLY HAVE A SIGNIFICANT IMPACT OR MAY HAVE A
SIGNIFICANT IMPACT IN THE COMPANY'S BUSINESS, OPERATING RESULTS OR FINANCIAL
CONDITION. THIS FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS THAT HAVE BEEN
MADE PURSUANT TO THE PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THE
FORWARD-LOOKING STATEMENTS AS A RESULT OF THE RISK FACTORS SET FORTH BELOW AND
ELSEWHERE IN THIS FORM 10-K.


Limited Operating History; Accumulated Deficit; Early Stage of Development

     Voxware, Inc. was founded in August 1993 and commenced shipment of its
initial products in July 1995. Accordingly, the Company has only a limited
operating history upon which an evaluation of the Company and its prospects can
be based. As of June 30, 1997, the Company had an accumulated deficit of
$11,308,000. The Company's prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by companies in an early stage
of development, particularly companies in new and rapidly evolving industries.
To address these risks and achieve profitability and increased sales levels, the
Company must, among other things, establish and increase market acceptance of
its products, respond effectively to competitive pressures, introduce on a
timely basis products incorporating its technologies and enhancements to its
products and successfully market and support its products and enhancements.
There can be no assurance that the Company will achieve or sustain significant
sales or profitability in the future. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in Item 7 of this Annual
Report on Form 10-K.


Uncertainty of Product Acceptance in Developing Markets; New Product
Development Risks

     The markets for the Company's products have only recently begun to develop,
are rapidly evolving and are characterized by an increasing number of market
entrants who have introduced or developed products for enhancing and
facilitating the use of speech and audio in new and existing applications,
particularly for the Internet. In addition, the Company's products are new and
based on novel technologies. As is typical in the case of new and rapidly
evolving industries, demand and market acceptance for recently introduced
products are subject to a high level of uncertainty. Virtually all of the
Company's products are based upon MetaVoice and MetaSound, its core speech and
audio compression technologies. Broad acceptance of the Company's products by
customers and end users is critical to the Company's success and ability to
generate revenues. Acceptance of the Company's products will be highly dependent
on the functionality and performance of the products and particularly on the
success of the initial implementation of its products. There can be no assurance
that the Company will be successful in obtaining market acceptance of its
products. In addition, the Company's products must be adapted in certain
instances to meet the specific requirements of the customer hardware or software
in which it is to be integrated. The adaptation process can be time consuming
and costly to both the Company and its customers and the acceptance of the end
product may depend, to a substantial extent, on the success of the adaptation.
The Company is in the process of porting its technologies to different platforms
to meet customer needs and, in certain of its license agreements, successful
porting is a condition to the continuation of the agreement and the receipt of
fees and potential royalties. Failure to successfully port products to desired
platforms for customers or to otherwise gain market acceptance of its products
would have a material adverse effect on the Company's business, operating
results and financial condition.

     Furthermore, products offered by the Company may contain undetected errors
or defects when first introduced or as new versions are released. Introduction
by the Company of products with reliability, quality or compatibility problems
could result in reduced revenues, uncollectible accounts receivable, delays in
collecting accounts receivable and additional costs. There can be no assurance
that, despite testing by the Company or by its customers, errors will not be

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found in the Company's products after commencement of commercial deployment,
resulting in product redevelopment costs and loss of, or delay in, market
acceptance. In addition, there can be no assurance that the Company will not
experience significant product returns in the future. Any such event could have
a material adverse effect on the Company's business, operating results and
financial condition. See "Business--Products" and "--Research and Product
Development."


Netscape Relationship

     During the years ended June 30, 1997 and 1996, Netscape accounted for 16%
and 31% of the Company's total revenues, respectively, and 59% and 100% of the
Company's royalties and recurring licensee fee revenues, respectively. Although
the Company has entered into a software license agreement with Netscape (the
"Netscape License Agreement") in which it has licensed certain of its products
and technologies for use in Netscape's products, Netscape is not obligated to
use the Company's products or technologies in Netscape's products and,
therefore, there can be no assurance that Netscape will include the Company's
products and technologies in its products in the future. Further, there can be
no assurance that Netscape will not choose to use other speech processing
technologies, available either from the Company's competitors or in the public
domain, in its products. The Netscape License Agreement may be terminated by
Netscape for any reason at any time on 90 days notice. In addition, Netscape has
the right to terminate the Netscape License Agreement upon a material default by
the Company of its material obligations under the Netscape License Agreement
unless the default is remedied within 30 days after notice of the default. The
Company believes that Netscape is reevaluating certain of its product plans as
its business focus and objectives are shifting and, accordingly, there can be no
assurance that Netscape will not terminate or seek to modify the Netscape
license agreement in such a way that the would reduce the revenue the Company
earns from Netscape. If Netscape terminates the Netscape license agreement or
does not incorporate and distribute the Company's products and technologies in
its own products, the Company's business, operating results and financial
condition will be materially adversely affected. The success of the Company is
dependent on the ability of industry leaders such as Netscape and other of the
Company's licensees to continue to achieve widespread distribution and
acceptance of their products which incorporate the Company's products. Failure
by Netscape and other of the Company's licensees to continue to achieve
widespread distribution and acceptance of their products which incorporate the
Company's products may have a material adverse effect on the Company's business,
operating results and financial condition. See "Business--Strategic
Relationships and Licensees."


Uncertain Adoption of Internet as a Medium for Speech and Audio Communications

     The Company has targeted development of products and technologies for the
Internet as a strategic focus. Critical issues concerning the commercial use of
the Internet (including reliability, cost, security, ease of use and access and
quality of service) remain unresolved and may impact the growth of Internet use.
The market for Internet software and applications has only recently begun to
develop, is rapidly evolving and is characterized by an increasing number of
market entrants who have introduced or developed products and services for
speech and audio communication over the Internet. As is typical in the case of a
new and rapidly evolving market, demand and market acceptance for recently
introduced products is subject to a high level of uncertainty. The industry is
young and has few proved products. While the Company believes that its products
potentially offer significant advantages for speech and audio communication over
the Internet, it is difficult to predict the future growth rate, if any, and
size of this market. There can be no assurance that the markets for the
Company's products will develop, that the Company's products will be adopted, or
that personal computer users in business or at home will use the Internet for
speech and audio communication. In addition, the adoption of the Internet for
telephony and teleconferencing will require the acceptance by users of a new way
of conducting telephonic communications. If the market fails to develop,
develops more slowly than expected or becomes saturated with competitors, the
Company's business, operating results and financial condition will be materially
adversely affected. See "Business--Industry Background."

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Potential Fluctuations in Operating Results

     Significant annual and quarterly fluctuations in the Company's results of
operations may be caused by, among other factors, the timing and structure of
license agreements entered into with the Company's customers, the timing of the
development of products incorporating the Company's technologies by licensees,
if any, the volume of sales and revenue of the Company's licensees from sales of
products incorporating the Company's products and technologies, the mix of
distribution channels used by the Company, the timing of new product
announcements and releases by the Company and its competitors, and general
economic conditions. There can be no assurance that the level of sales and gross
profits, if any, achieved by the Company in any particular fiscal period will
not be significantly lower than in other, including comparable, fiscal periods.
The Company's expense levels are based, in part, on its expectations as to
future revenues. As a result, if future revenues are below expectations, net
income or loss may be disproportionately affected by a reduction in revenues as
any corresponding reduction in expenses may not be proportionate to the
reduction in revenues. As a result, the Company believes that period-to-period
comparisons of its results of operations may not necessarily be meaningful and
should not be relied upon as indications of future performance. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Item 7 of this Annual Report on Form 10-K.


Ability to Manage Growth

     Over the previous two years, the Company has grown from 12 employees at
June 30, 1995 to 86 employees at August 31, 1997. In connection with its growth,
the Company has had to rapidly develop a management team. Failure to integrate
new personnel or to recruit qualified management personnel on a timely basis
could have an adverse effect on the Company's operations. In addition, the
Company expects to increase sales in future periods which could place a
significant strain on the Company's management and operations. The Company's
inability to effectively manage its growth would have a material adverse effect
on the Company's business, results of operations and financial condition.


Reliance on Third Parties to Generate Recurring Revenues

     The Company's products are licensed primarily to software, computing and
communications companies which are then permitted to incorporate the Company's
products and technologies into their products. The Company's revenues derived
from these licensing arrangements will be based in large part upon the sale of
its licensees' products. The success of the Company will therefore be dependent
to a substantial degree on the amount, nature and timing of efforts of these
third parties in developing and marketing products incorporating the Company's
products and technologies. Of the approximately 80 license agreements entered
into to date, the Company has entered into approximately 69 license agreements
through June 30, 1997 which provide for potential royalties and / or recurring
license fees. To date the Company has recognized $2,234,000 in royalties and
recurring license fees which were derived from 13 licensees. There can be no
assurance that any product incorporating the Company's products and technologies
will be marketed successfully by the Company's licensees. In addition, none of
the Company's licensees are contractually obligated to use the Company's
products. Furthermore, licensees of the Company may develop their own speech
processing products or technologies that compete with the Company's products and
technologies. There can be no assurance that these licensees will not replace
the Company's products with, or give higher priority to, the sales of these
competitive products or technologies. See "Business--Competition."


Highly Competitive Industry

     The market for voice processing software products and services is intensely
competitive. The Company expects competition to persist, intensify and increase
in the future. Many of the Company's current and potential competitors have
longer operating histories, greater name recognition, larger customer bases and
significantly greater financial, technical and marketing resources than the
Company. The Company's competition for voice processing products is primarily
emerging from two sources: developers of speech compression algorithms and
developers of software applications that incorporate speech. Direct competitors
include DSP Group, Inc., Lernout & Hauspie Speech Products N.V. and Lucent
Technologies Inc. in the speech coding market and Electric Magic Co., FreeTel

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Communications, Inc., Netspeak Corp., PGP Inc., and VocalTec, Ltd. in the
Internet applications market. Several of these companies are developing new
products or enhancing existing products specifically to operate in low bandwidth
environments. Companies that have developed low bit rate parametric speech
compression technologies but do not currently compete with the Company directly
include Texas Instruments, Incorporated and Digital Voice Services, Inc. The
competition in the market for Internet telephony products, in particular, is
intense. Many companies, including for example Intel Corporation, distribute
free Internet telephony applications offering basic functionality. The
availability of such free Internet telephony applications may increase pricing
pressure on such applications, including the Company's VoxPhone products. In
addition to the Company's current competitors, the Company expects other
established companies, including large software companies, such as Microsoft,
and telecommunications companies, such as interexchange carriers (such as AT&T
Corp. and MCI Telecommunications), regional Bell operating companies and cable
companies, to compete in the markets for speech compression technologies and
digital speech applications, including Internet telephony. The ability of
certain of the Company's competitors to bundle other services and products with
voice products could put the Company at a competitive disadvantage.


Necessity to Develop and Introduce New and Enhanced Products; Risks of Rapid
Technological Change

     The markets for the Company's products are characterized by rapidly
changing technology. The introduction of products incorporating new technologies
could render the Company's products obsolete and unmarketable and could exert
price pressures on existing products. Further, the markets for the Company's
products and, in particular, the market for voice and multimedia over the
Internet, are characterized by evolving industry standards and specifications.
As new standards or specifications are adopted, the Company may be required to
devote substantial time and expense in order to adapt its products. The
Company's ability to anticipate changes in technology and industry standards and
successfully develop and introduce new and enhanced products, as well as
additional applications for existing products, in each case in a cost effective
and timely manner, will be a critical factor in the Company's ability to grow
and be competitive. There can be no assurance that the Company will successfully
develop new or enhanced products, that any new or enhanced products will achieve
market acceptance, that the Company will be able to adapt its products to comply
with new standards or specifications, or that the introduction of new products
or technologies by others will not render the Company's products obsolete. See
"Business--Products" and "--Research and Product Development."

     The Company's technology and products have been developed and optimized to
operate in environments with low point-to-point bandwidth such as the Internet.
Current and potential Internet service providers ("ISPs"), including
telecommunications companies, cable companies, traditional ISPs and others, are
seeking to substantially increase the bandwidth of Internet access connections
and network infrastructure. Companies building network infrastructure in other
markets, such as wireless communications, are also seeking to substantially
increase available bandwidth. As the bandwidth of the Internet and other
communications networks increases, demand for the Company's technologies and
products may decrease substantially, which could have a material adverse effect
on the Company's business, operating results and financial condition.


Risks of Internet Distribution

     The Company distributes certain of its products through the Internet.
Distributing the Company's products through the Internet makes the Company's
software products more susceptible to unauthorized copying and use than
distribution through conventional means. The Company has allowed, and currently
intends to continue to allow, potential customers to electronically download
basic versions of its VoxPhone and ToolVox software for free over the Internet,
in order for them to become familiar with the Company's products and
subsequently order enhanced and other existing or future products. There can be
no assurance that, upon receiving orders for its enhanced products, the Company
will be able to collect payment from users that retain a copy of the Company's
enhanced and other existing or future products.

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Dependence on Key Personnel

     The Company's performance is substantially dependent on the performance of
its executive officers and key employees, particularly J. Gerard Aguilar, the
Company's Vice President, Research and Development. Given the Company's early
stage of development, the Company is dependent on its ability to retain and
motivate high quality personnel, especially its management and skilled
development teams. The loss of the services of any of its executive officers or
other key employees could have a material adverse effect on the Company's
business, operating results and financial condition. The Company's future
success also depends on its continuing ability to attract and retain additional
highly qualified technical personnel, in particular, speech coding personnel.
Competition for qualified personnel is intense and there can be no assurance
that the Company will be able to attract, assimilate or retain qualified
personnel in the future. The inability to attract and retain the necessary
technical and other personnel could have a material adverse effect upon the
Company's business, operating results and financial condition. See
"Business--Research and Product Development" and "--Employees" and "EXECUTIVE
OFFICERS OF THE COMPANY."


Uncertainty Regarding Patents and Proprietary Rights

     The Company's success will depend in part on its ability to obtain patent
protection for its products, preserve its trade secrets and operate without
infringing the proprietary rights of other parties. There can be no assurance
that patent applications to which the Company holds rights will result in the
issuance of patents, or that any issued patents will provide commercially
significant protection to the Company's technology and products. In addition,
there can be no assurance that others will not independently develop
substantially equivalent proprietary information not covered by patents to which
the Company owns rights or obtain access to the Company's know-how, or that
others will not claim to have or will not be issued patents which may prevent
the sale of one or more of the Company's products. Litigation, which could be
costly and time consuming, may be necessary to determine the scope and validity
of others' proprietary rights, or to enforce any patents issued to the Company,
in either case, in judicial or administrative proceedings. An adverse outcome
could subject the Company to significant liabilities to third parties, require
the Company to obtain licenses from third parties or require the Company to
cease any related research and development activities or product sales. There
can be no assurance that licenses required under third-party patents or
proprietary rights would be made available on acceptable terms, if at all. In
addition, the laws of certain countries may not protect the Company's
intellectual property.

     The software market has traditionally experienced widespread unauthorized
reproduction of products in violation of manufacturers' intellectual property
rights. Such activity is difficult to detect and legal proceedings to enforce
manufacturers' intellectual property rights are often burdensome and involve a
high degree of uncertainty and costs. The Company's success is also dependent
upon unpatented trade secrets which are difficult to protect. To help protect
its rights, the Company requires employees and consultants to enter into
confidentiality agreements that prohibit disclosure of the Company's proprietary
information and require the assignment to the Company of their ideas,
developments, discoveries and inventions. There can be no assurance that these
agreements will provide adequate protection for the Company's trade secrets,
know-how, or other proprietary information in the event of any unauthorized use
or disclosures. See "Business--Patents and Proprietary Information."