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                                                                    EXHIBIT 99.1

               FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     From time to time, we, through our management, may make forward-looking
statements reflecting our current views with respect to future events and
financial performance.  These forward-looking statements, which may be in
reports filed under the Securities Exchange Act of 1934, as amended, in press
releases and in other documents and materials as well as in written or oral
statements made by or on behalf of ShowCase, are subject to certain risks and
uncertainties, including those discussed below which could cause actual results
to differ materially from historical and anticipated results.  The words or
phrases "will likely result," "are expected to," "will continue," "estimate,"
"project," "believe," "expect," "anticipate," "forecast," "intend," "plan" and
similar expressions are intended to identify forward-looking statements within
the meaning of Section 21E of the Exchange Act and Section 27A of the Securities
Act of 1933, as amended, as enacted by the Private Securities Litigation Reform
Act of 1995.

     Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date these statements are made.  In
addition, we wish to advise readers that the factors listed below, as well as
other factors could affect our financial or other performance and could cause
our actual results for future periods to differ materially from any opinions or
statements expressed with respect to future periods or events in any current
statement.  This discussion of factors is not intended to be exhaustive, but
rather to highlight important risk factors that impact results. General economic
conditions and many other contingencies that may cause our actual results to
differ from those currently anticipated are not separately discussed.  We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

We have a history of losses and we may not be able to achieve profitability

     We incurred net losses from operations of approximately $3.6 million for
the fiscal year ended March 31, 1998 and $559,000 for the fiscal year ended
March 31, 1999.  We have also incurred net losses in each quarter beginning with
the quarter ended June 30, 1997 through the quarter ended September 30, 1998.
We expect to continue to incur significant sales and marketing, product
development and general and administrative expenses.  In particular, we intend
to substantially increase our direct field sales force, and accordingly increase
our sales and marketing expenses.  As a result, we may experience losses and
negative cash flows.  If we do achieve profitability, we may not sustain or
increase profitability on a quarterly or annual basis in the future.

Our future operating results may not follow past trends due to many factors

     The relatively recent introduction of a substantial portion of our current
product suite and our history of losses make prediction of future results
difficult.  In the past, our revenues and operating results have varied
significantly, and we expect these fluctuations to continue.  Although our
revenues have grown significantly in recent periods, you should not rely on past
performance as any indication of future growth rates or operating results.
Future operating results will depend on many factors, including:

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     .  demand for the IBM AS/400 platform;

     .  growth of the market for business intelligence solutions;

     .  demand for and acceptance of our products, product enhancements and
        services;

     .  maintenance and development of our strategic relationships with
        application vendors, resellers and distributors;

     .  the introduction, timing and competitive pricing of products and
        services by us and our competitors;

     .  expansion and rate of success of our direct sales force and indirect
        distribution channels both domestically and internationally; and

     .  attraction and retention of key personnel.

Our quarterly operating results fluctuate significantly and are difficult to
predict

     Quarterly operating results.  Our operating results have varied and in the
future are likely to vary significantly from quarter to quarter for a number of
reasons, including:

     .  the size and timing of significant orders;

     .  the length of our sales cycles and the sales cycles of our distribution
        partners;

     .  the mix of products and services that we sell and the mix between direct
        and indirect sales of our products;

     .  our ability to control costs;

     .  our ability to introduce new products and enhancements in a timely
        manner;

     .  the rate of success of our international expansion and the effect of
        foreign currency exchange rate fluctuations;

     .  the discovery of software defects; and

     .  general economic conditions as well as those specific to our customers
        and markets.

     Revenues.  We cannot predict our quarterly revenues with any significant
degree of accuracy for several reasons.  We have historically operated with a
low software order backlog because we generally ship our software products
shortly after we receive orders.  Accordingly, our product license revenues for
any quarter depend significantly on orders booked and shipped during that
quarter.  In recent periods, we have experienced an increase in the average size
of our licenses, and we expect this trend to continue.  Moreover, we often
recognize a substantial portion of our quarterly product license revenues in the
last few weeks of a quarter.  As a result, delays in booking customer orders can
adversely affect our reported revenues for a particular quarter.  Finally, a
significant percentage of our sales are through indirect channels that are less
predictable than sales through our direct sales force.

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     We have often realized a greater percentage of our license revenue and
operating income in our third fiscal quarter than in other quarters due to
client purchasing patterns.  In addition, due to seasonal factors, our sales
often tend to slow during the summer months.  We expect these trends to
continue.

     Product license revenues also vary because the market for our products is
evolving rapidly and because sales cycles, which may last many months, vary
widely from client to client.  Sales cycles are affected by many factors,
including:

     .  our clients' budgetary constraints;

     .  the timing of our clients' budget cycles;

     .  our clients' decisions as to whether, and on what scale, to adopt
        business intelligence solutions;

     .  our clients' concerns about the introduction of new products by us or
        our competitors; and

     .  potential downturns in the economy, which may reduce demand for our
        products.

     Maintenance and support fees depend largely on revenues from our existing
clients and vary with their maintenance and support needs.  Professional service
revenues are often unpredictable because they depend in part on the scope of the
services we provide and whether our customers utilize those services.

     Expenses.  Because we plan to expand our business, we anticipate
substantial increases in operating costs and expenses, including administration,
consulting and training, maintenance and technical support, product development
and sales and marketing expenses.  In general, we base our operating expense
budgets on anticipated revenue trends, and we may not be able to reduce these
expenses in the short term.  Because our expenses are relatively fixed in the
near term, any shortfall from anticipated revenues or any delay in recognition
of revenues could result in significant variations in quarterly operating
results.

     For the foregoing reasons, we believe that quarter-to-quarter comparisons
of our operating results are not a good indication of our future performance.
It is likely that in one or more future quarters, our operating results may not
meet the expectations of analysts and investors.  In this event, the price of
our common stock may fall.

The growth of our business depends on the growth of the market for business
intelligence software

     All of our revenues to date have been attributable to the sale of business
intelligence software and related maintenance, support, consulting and
professional services.  Business intelligence software enables organizations to
transform data from disparate sources into accessible, understandable and useful
information.  We expect such software and services to continue to account for
substantially all of our revenues for the foreseeable future.  Although demand
for business intelligence software has grown in recent years, we cannot assure
that the market will continue to grow or that, even if the

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market does grow, businesses will adopt our products. If such growth does not
materialize, our business and operating results would be seriously harmed.

     We believe that future growth in the market for business intelligence
software will depend in large part on the growth of e-business--business-to-
business, business-to-employee and business-to-customer communications and
transactions over the Internet, corporate intranets and extranets.  E-business
has only recently emerged, and may not continue to grow.  Continued grow in e-
business depends on a number of factors, including the Internet's ability to
efficiently handle increased activity and to operate as a fast, reliable and
secure network.  Critical issues concerning the commercial use of the Internet,
including data corruption, security, bandwidth availability and quality of
service, remain and may negatively affect the growth of e-business, and
accordingly, the demand for business intelligence software.

If the current levels of use of the IBM AS/400 and IBM's support of the AS/400
do not continue, we may not be able to increase our sales/400

     The server components of our products currently operate only on the IBM
AS/400.  To date, virtually all of our revenues have been derived from the
AS/400 customer base.  Therefore, our ability to increase sales of our products
will depend on the continued use of the AS/400 and the continued support of the
AS/400 by IBM.  Instead of using the AS/400, many computer users have
implemented client/server computer systems based on the UNIX or Windows NT
platforms.  The current levels of use by AS/400 customers and support of the
AS/400 by IBM may not continue and the use of the AS/400 may not increase in the
future.  To develop products that operate on platforms other than the AS/400
would require us to commit a substantial investment of resources, and we may not
successfully introduce these products on a timely or cost-effective basis or at
all.

We may lose existing clients or be unable to attract new clients if we do not
develop new products and enhance our current products

     We compete in markets where technology changes rapidly, competitors make
frequent new product introductions and enhancements, products have uncertain
life cycles and customer demands change unexpectedly.  Our future success
depends on our ability to satisfy diverse and evolving customer requirements and
achieve market acceptance.  It will also depend on our ability to improve and
expand our product line to keep pace with our competitors' product introductions
and technological developments.  We cannot be certain that we will be successful
in developing and marketing product enhancements or new products on a timely or
cost-effective basis, or that these products, if developed, will achieve market
acceptance.

     As a result of the complexities of business intelligence software, major
new products and product enhancements can require long development and testings
periods.  In addition, clients may delay their purchasing decisions in
anticipation of the general availability of new or enhanced versions of our
products and services.  We have experienced delays in releasing new products and
product enhancements and may experience similar delays in the future.  Delays or
problems in releasing our new products, or significant problems in the
installation or implementation of our products, may cause clients to delay or
cancel purchases or to purchase products from our competitors, which would
seriously harm our business and operating results.

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If our relationships with distribution partners are not successful and if we
cannot recruit additional distribution partners we may not be able to expand our
sales

     In addition to our direct sales force, we rely on distribution partners
including application vendors, resellers and distributors to license and support
our products in the United States and internationally.  Our ability to expand
the sales of our products and our future success will depend in part upon
recruiting distribution partners and maintaining successful relationships with
these partners. Our distribution partners may offer products of several
different companies, including, in some cases, products that compete with our
products.  In addition, in the future, our distribution partners may develop
products that compete with our products.  Our existing and potential
distribution partners may be influenced to scale back or end their relationships
with us by our competitors who may have significantly greater resources and
market clout than we do.  These distribution partners may not devote adequate
resources to selling our products.  If we are unable to retain our existing
distribution partners or enter into additional relationships, we may have to
devote substantially more resources to the distribution, sale and marketing of
our products and services.

     Sales through distribution partners typically are at lower margins for us
than those through direct sales.  Therefore, if we are successful in increasing
the amount of sales through our distribution partners our operating margins
could decrease.

Our relationships with Hyperion Solutions Corporation and IBM are important to
our revenue, which would be harmed by a deterioration in these relationships

     Maintaining our strategic relationships with Hyperion Solutions Corporation
and IBM is important to our continued success, and a deterioration in or
termination of these relationships could seriously harm our business and
operating results.  We have a contractual relationship with Hyperion Solutions
that grants us the exclusive right to distribute its analytical online
processing product, Essbase, as ported by us to the AS/400, subject to limited
distribution rights retained by Hyperion Solutions.  Hyperion Solutions has
retained the right, upon twelve months notice, to terminate the exclusivity of
our distribution rights.  Furthermore, we must pay Hyperion Solutions minimum
royalty payments, which increase over the term of our license agreement, to
maintain our distribution rights to Essbase/400.  The loss of our right to
distribute Essbase/400 would seriously harm our business and operating results.
Finally, our Analyzer and Analyzer for the Web products are based on technology
licensed from Hyperion Solutions under a non-exclusive 1996 license agreement
that expires in January 2001.  In order to continue to offer products with the
capabilities provided by our Analyzer and Analyzer for the Web products after
January 2001, we would need to develop the necessary technology internally,
extend or replace our license agreement with Hyperion Solutions or license
technology from a third party.  If we are unable to do so, the capabilities of
our product suite would be significantly reduced, which would seriously harm our
business and operating results.

     In December 1998, we entered into a new agreement with IBM, which has been
a reseller of some of our products for several years.  Under this new agreement,
our products are marketed and sold as IBM products by IBM's software data
management group sales force.  This agreement has an initial term of seven
years, and expands the scope of our reseller relationship with IBM.  Also, we
have engaged in joint marketing campaigns and research and development projects
with IBM since our inception.  We believe our relationship with IBM has been a
significant factor in our success to date, and any deterioration or termination
of this relationship would seriously harm our business and operating results.

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We need to increase the size of our direct sales force, which has a limited
operating history, to grow our sales

     We intend to increase sales of our products by growing our direct sales
force.  Because it has only existed since September 1996, our direct field sales
force has a limited operating history and may be unsuccessful in implementing
our strategy of focusing sales efforts on potential clients that will deploy our
product suite on a large scale.  Typically, our salespeople have taken
approximately six months from their respective hiring dates to become productive
selling our products.  Furthermore, we believe that there is significant
competition for direct sales personnel with the advanced sales skills and
technical knowledge we need.  Our inability to hire competent sales personnel,
or our failure to retain them, would seriously harm our business and operating
results.

Our markets are highly competitive which may lead to lower prices, reduced gross
margins and loss of market share

     The markets for our products are intensely competitive and subject to
rapidly changing technology.  We compete primarily against providers of decision
support software and data warehousing and data mart software.  Our competitors
providing business intelligence solutions for AS/400 customers include Silvon
and Infomanager.  We also compete with vendors that provide business
intelligence products implemented on Unix or Windows NT platforms and then
connected to the AS/400. These vendors include Brio Technology, Business
Objects, Cognos, Hyperion Solutions, Information Advantage, MicroStrategy,
Microsoft, Oracle, PLATINUM Technology, which has been acquired by Computer
Associates, Sagent Technology and SAS Institute.  In addition, enterprise
resource planning software vendors including Baan Company, PeopleSoft and SAP
are beginning to offer decision support and analytical modules primarily to
support the analysis of data from its own operational systems.  One or more of
these companies may expand their technologies to support greater business
intelligence functionality.  Finally, in the future, IBM may expand the
functionality of the operating system for the AS/400, or of its database
products, to provide some of the functions provided by our products.

     Many of our competitors have longer operating histories, significantly
greater financial, technical, marketing or other resources and greater name
recognition than we do.  As a result, they may be able to respond more quickly
to new or emerging technologies and changes in customer requirements.  Increased
competition may harm our ability to sell additional software and maintenance and
support renewals on terms favorable to us and lead to price cuts, reduced gross
margins and loss of market share, which may seriously harm our business and
operating results.

     Our competitors may make strategic acquisitions or establish cooperative
relationships among themselves or other parties that may increase their ability
to meet the needs of our current and potential clients.  The business
intelligence software industry has recently experienced consolidation and may
industry analysts expect this trend to continue.  This consolidation may provide
our competitors with expanded sales, distribution and marketing capabilities and
broader product offerings.  In addition, our current or future distribution
partners may establish cooperative relationships with our competitors, which may
limit our ability to sell our products through various distribution channels.

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Our lengthy sales cycles can result in uncertainty and delays with regard to our
product licenses and expected revenues

     Our clients often take an extended time evaluating our products before
licensing them.  The period of time between initial client contact and a
purchase order may span from one month to over twelve months.  During this
period, clients may decide not to purchase or may scale down their orders of our
products for various reasons, including:

     .  reductions in demand for business intelligence solutions;

     .  new products introduced or announced by competitors;

     .  price competition;

     .  decisions to use hardware platforms other than the AS/400 for their
        business intelligence solutions;

     .  changes in our clients' budgets and purchasing priorities; and

     .  diversion of clients' resources and management's attention to other
        information technology issues, including Year 2000 compliance issues.

     In addition, we often must provide a significant level of education to our
prospective clients regarding the use and benefit of our products, which may
cause additional delays during the evaluation and acceptance process.  These and
other factors make it difficult for us to forecast the timing and recognition of
revenues from sales of our products and services.  In recent periods, we have
experienced an increase in the average size of our licenses, and we expect this
trend to continue.  This focus on larger licenses will lengthen our average
sales cycle.

We need to expand our management systems and controls to support our anticipated
growth

     Our operations are growing rapidly, and we expect this expansion to
continue as we execute our business strategy.  Our total number of employees
grew from 125 on March 31, 1996 to 240 on March 31, 1999, and we anticipate
further increases in the number of employees.  Sustaining our growth has placed
significant demands on management and our administrative, operational, personnel
and financial resources.

     We may not be able to successfully manage our growth which could lead to
customer dissatisfaction.  Therefore, the inability to sustain or manage our
growth could seriously harm our business and operating results.

Difficulties presented by international economic, political, legal, accounting
and business factors could negatively affect our business in international
markets

     Sales to clients outside North America represent a significant portion of
our revenues.  We currently have wholly-owned subsidiaries in Belgium, Germany,
France and the United Kingdom.  We plan to expand our existing international
operations and enter into additional international markets, which will require
significant management attention and financial resources.  In order to expand
our

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international operations successfully, we will have to hire additional personnel
and recruit additional international resellers and distributors. Our failure to
do so in a timely manner may limit the growth of our international operations.
We may not be able to maintain or increase international market demand for our
products. In addition, our products must be localized--customized to meet user
needs--in order to be sold in particular foreign countries.

     Our international operations also are subject to other inherent risks,
including:

     .  the impact of recessions in economies outside the United States;

     .  greater difficulty in collecting accounts receivable and longer
        collection periods;

     .  unexpected changes in regulatory requirements, tariffs or other trade
        barriers;

     .  difficulties and costs in staffing and managing foreign operations;

     .  weaker intellectual property right protection in some countries;

     .  potentially adverse tax consequences;

     .  political and economic instability;

     .  costs of localizing products for foreign countries;

     .  the effect of foreign currency exchange rate fluctuations; and

     .  the burden of complying with a wide variety of foreign laws.

     Any of these risks could seriously harm our future international sales and
therefore our business.

Our international revenues and expenses are subject to fluctuations in foreign
currency exchange rates may lead to reduced operating margins

     Our international revenues and expenses are denominated in foreign
currencies.  The functional currency of each of our foreign subsidiaries is its
local currency.  We currently do not engage in foreign exchange hedging
activities.  Therefore, our international revenues and expenses currently are
subject to foreign currency fluctuations. Our foreign currency translation gains
and losses have so far been immaterial.  However, future fluctuations in
exchange rates between the U.S. dollar and foreign currencies may seriously harm
our business and operating results, particularly our operating margins.

We are currently unable to predict the possible consequences of euro conversion
on our business and operating results

     On January 1, 1999, eleven of the fifteen member countries of the European
Union set fixed conversion rates between their existing sovereign currencies and
the euro, the only currency that will be used in the European Union countries
starting July 1, 2002, and adopted the euro as their legal

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currency. Currently, we are assessing the impact of these events on our company.
In addition to tax and accounting issues, we are considering:

     .  the technical challenges of adapting our systems to accommodate euro-
        denominated transactions;

     .  the impact on currency exchange costs and currency exchange rate
        risk; and

     .  the impact on existing contracts.

     At this early stage, we cannot yet predict the consequences of euro
conversion on our business and operating results.

Our executive officers and key personnel are critical to our business and these
officers and key personnel may not remain with us in the future

     Our future success depends on our ability to hire, train, assimilate and
retain highly qualified employees.  Competition for these individuals is
intense, and we may not be able to attract, assimilate or retain additional
highly qualified personnel in the future.  Because our executive offices are
located in Rochester, Minnesota, with a population of approximately 80,000, we
must frequently recruit qualified employees from outside the vicinity of our
headquarters, which may put us at a competitive disadvantage.

     Our success is highly dependent upon the continued service and skills of
key management, technical, sales and marketing personnel, none of whom, except
Patrick Dauga and Kenneth H. Holec, are bound by formal employment agreements.
If we lose the services of any of these key personnel, it may have a negative
impact on our business.  Mr. Holec's employment agreement is a year-to-year
agreement which either party may elect not to renew by giving the other party
notice at least 30 days before the termination of any one-year term.  Mr. Dauga
may terminate his employment agreement at any time by giving us notice at least
three months before this termiation.  We do not maintain life insurance policies
covering any of our employees.

We may face increased competition if we are unable to protect our intellectual
property rights, and we may be subject to intellectual property infringement
claims

     Our success and ability to compete depend substantially upon our internally
developed technology.  We attempt to protect our software, documentation and
other written materials primarily through a combination of trade secret,
trademark and copyright laws, confidentiality procedures and contractual
provisions, which afford only limited protection.  We have one patent issued and
one patent application pending in the United States with respect to aspects of
our software.  The pending patent application may not be issued, or, if issued,
it and our previously issued patent may not survive a legal challenge to their
validity or provide us significant protection.

     Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy aspects of our products or otherwise obtain and use our
products and technology.  Policing unauthorized use of our products is
difficult, particularly in foreign countries where the laws may not protect our
proprietary rights as fully as in the United States.  Our means of protecting
our intellectual property rights may not be adequate or our competitors may
independently develop similar technology.

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     We anticipate that software product developers will increasingly be subject
to infringement claims as the number of products and competitors in our industry
segment grows and the functionality of products in different industry segments
overlaps.  As a result, we may become involved in these claims from time to
time.  Any of these claims, with or without merit, could result in costly
litigation, divert our management's time, attention and resources, delay our
product shipments, or require us to enter into royalty or licensing agreements.
A third party may not be willing to enter into a royalty or licensing agreement
on acceptable terms, or at all.  If a claim of product infringement against us
is successful and we fail to obtain a license or to develop or license non-
infringing technology, our business and operating results could be seriously
harmed.

If we discover software defects, we may have product-related liabilities and
marketing difficulties which may lead to a loss of revenue or delay in market
acceptance for our products

     Our software products are complex and may contain errors, defects or
failures, especially when first introduced or when new versions are released.
In the past we have discovered software errors in some of our products after
their introduction.  Despite extensive testing, we may not be able to detect and
correct errors in products or releases before commencing commercial shipments,
which may result in harm to our reputation and loss of revenue or delay in
market acceptance.

     Our license agreements with clients typically contain provisions designed
to limit our exposure to potential product liability claims.  Various domestic
and international jurisdictions may not enforce these limitations.  Although we
have not experienced any product liability claims to date, we may encounter such
claims in the future.  Product liability claims, whether or not successful,
brought against us could have a material adverse effect on our business.
Defending a suit, regardless of its merits, could entail substantial expense and
require the time and attention of key management personnel.

Our products, systems and sales may be subject to Year 2000 problems

     Many currently installed computer systems and software products store dates
using only the last two digits of the calendar year.  As a result, these systems
may not be able to distinguish whether "00" means 1900 or 2000, which may cause
system failures or erroneous results.  We believe our current products are Year
2000 compliant.  However, our products operate in complex network environments
and directly or indirectly interact with a number of other hardware and software
systems. Despite preliminary testing, we cannot predict all the possible Year
2000 issues arising from the interaction of our products with older hardware and
software systems.  Known or unknown errors associated with this interaction
could result in a delay or loss of revenue, interruption of service,
cancellation of client contracts, diversion of development resources, damage to
our reputation, increased service and warranty costs and litigation.  Any of
these outcomes could seriously harm our business and operating results.

     We currently cannot predict the extent to which the Year 2000 problem will
affect our clients, strategic partners or suppliers, or the extent to which we
would be vulnerable to any failure by our clients, strategic partners or
suppliers to remediate any Year 2000 issue on a timely basis.  The failure of
our major partners or suppliers to convert their systems on a timely basis or to
implement a conversion that is compatible with our systems would seriously harm
our business and operating results.  Furthermore, we may lose potential sales of
our products as companies divert information technology, or IT, resources to
solve their Year 2000 problems.

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     We have reviewed our own IT and other technology systems to assess and
remediate any Year 2000 problems.  While the amount of remediation work required
to address Year 2000 problems is not expected to be extensive, we will be
required to modify some of our existing hardware and software for our internal
computer systems to function properly in the year 2000 and thereafter.

Concentration of ownership of our company may give some shareholders substantial
influence and may prevent or delay a change in control

     Our executive officers and directors, together with their affiliates, in
the aggregate, own over 40% of our outstanding common stock.  These
shareholders may be able to exercise substantial influence over all matters
requiring shareholder approval, including the election of directors and approval
of significant corporate transactions.  This concentration of ownership may also
have the effect of delaying or preventing a change in control of ShowCase.

Our shareholders may be adversely affected by provisions of our charter
documents and Minnesota law that may discourage an acquisition of our company

     Provisions of our articles of incorporation, bylaws and Minnesota law could
make it more difficult for a third party to acquire us, even if doing so would
be beneficial to our shareholders.  For instance, our bylaws provide for a
classified board of directors with each class of directors subject to re-
election every three years.  This will make it more difficult for third parties
to insert their representatives on our board of directors and gain control of
our company.  These provisions could also discourage proxy contests and make it
more difficult for shareholders to elect directors and take other corporate
actions.

The price of our common stock could be highly volatile due to a number of
variables

     The trading price of our common stock may fluctuate widely as a result of a
number of factors, including:

     .  quarterly variations in our operating results;

     .  technological innovations or new products;

     .  market perception and customer acceptance of business intelligence
        software;

     .  increased competition;

     .  disputes concerning intellectual property rights;

     .  demand for the IBM AS/400 platform;

     .  general conditions in the software industry; and

     .  changes in earnings estimates by analysts.

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     In addition, the stock market has experienced extreme price and volume
fluctuations, which have particularly affected the market prices of many
computer software companies and which have often been unrelated to the operating
performance of such companies.

If the holders of our common stock that have registration rights requires us to
register a large number of their shares for sale into the public, the market
price of our common stock and our ability to raise needed capital could be
adversely affected

     The holders of 2,759,226 shares of our common stock can require that we
register their shares for sale under the Securities Act of 1933.  If these
holders require that we register a large number of securities to be sold in the
public market, these sales could cause the market price for our common stock to
decline.  In addition, if we are required to include shares held by these
holders in a company-initiated registration, these sales may have an adverse
effect on our ability to raise needed capital.

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