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                                                                      EXHIBIT 99


IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS

The Company may occasionally make forward-looking statements and estimates, such
as forecasts and projections of the Company's future performance or statements
of management's plans and objectives. These forward-looking statements, made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, may be contained in SEC filings, Annual Reports to
Shareholders, Press Releases and oral statements, among others, made by the
Company. Actual results could differ materially from those in such
forward-looking statements. Therefore, no assurances can be given that the
results in such forward-looking statements will be achieved. Important factors
that could cause the Company's actual results to differ from those contained in
such forward-looking statements include, among others, the factors mentioned
below.

NEW PRODUCT INTRODUCTIONS. From its inception through 1995, the Company
experienced rapid growth, both in sales and product offerings. The growth of the
Company has been, and will continue to be, largely dependent upon the ability of
the Company to continue to introduce new products which will be accepted by the
market. However, as a result of the Company's product repositioning, there can
be no assurance that the Company will be able to attain a vigorous rate of
growth which it had experienced previously, that it will continue to generate
new product ideas which meet the Company's profit and return on investment
objectives or that new product introductions will be well received by the
market.

ABILITY TO IMPLEMENT NEW INFORMATION SYSTEM. The Company is in the process of
implementing a new, fully integrated enterprise-wide computer information
system. The ability of the Company to improve the management of its operations
and working capital are dependent upon the timely and successful implementation
of this system. In addition, the new computer system is fully compliant with
Year 2000, whereas the current system used by the Company requires modifications
to become Year 2000 compliant. Any significant delay or inability to adequately
implement this system may have a material adverse affect on the Company's
business and its results of operations.

ABILITY TO MANAGE OPERATIONS AND FUTURE GROWTH. The Company's continued success
is also dependent upon its ability to manage the Company's repositioned
operation, which in turn will require it to continue to implement and improve
the operational and financial systems introduced in the late 1996 and in 1997,
and to attract, train and retain qualified employees to meet the Company's needs
during its strategic repositioning and future anticipated growth. These demands
are expected to require additional management resources and the development of
additional expertise by existing management. The failure to manage its
operations effectively would have a material adverse effect on the Company.

DEMAND FOR THE COMPANY'S PRODUCTS. The success of the Company's business depends
in large part on continued consumer demand for its juvenile and home security
products. Changes in consumer demand due to general economic weakness or to less
favorable child bearing demographics, among other factors, could have a material
adverse effect on the Company.

RELIANCE ON CONTRACT MANUFACTURERS: FOREIGN MANUFACTURING. The Company does not
own or operate its own manufacturing facilities. Manufacturing is performed to
the Company's specifications by over 20 manufacturers located in the Far East,
the United Kingdom, Canada and the United States. As a result of not owning its
own manufacturing facilities, the Company has less control over the product
manufacturing cycle necessary to bring products, both newly introduced and
existing products, to market. Failure of a third party manufacturer to produce a
product according to the Company's specifications or to adhere to the Company's
schedules may have a material adverse effect on the Company's business and its
results of operations.

Historically, the Company has derived over 50% of its sales from products
manufactured in the Far East, mainly in China. Obtaining its products from
foreign manufacturers subjects the Company to a number of additional risks,
including transportation delays and interruptions, political and economic
disruptions, the imposition of tariffs, quotas and other import and export
controls, currency fluctuations and changes in governmental policies,
particularly those affecting trade with China. Although, the Company continues
to explore alternative manufacturing sources outside of China, there can be no
assurance that the Company will be able to utilize alternative sources of supply
in a timely and cost effective manner.

In addition, because the Company relies largely on foreign manufacturers, the
Company is required to order products further in advance of customer orders than
would generally be the case if such products were manufactured domestically. The
risk of ordering products in this manner is greater during the initial
introduction of new products since it is difficult to determine demand for such
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products.

DEPENDENCE ON MAJOR CUSTOMERS: CREDIT RISKS. The three largest customers of the
Company have historically accounted for approximately 50% of the Company's net
sales. A significant reduction of purchases by any of the Company's largest
customers could have a material adverse effect on the Company's business. The
uncertain environment in the retail industry could jeopardize the business
prospects of the Company's customers and impose significant credit risks.

PRODUCT LIABILITY RISKS. The Company's juvenile products are used for and by
small children and infants. The Company's home security products, such as the
carbon monoxide detector, are intended for protection of health and safety of
individuals. The Company carries product liability insurance in amounts which
management deems adequate to cover risks associated with such use; however,
these can be no assurance that existing or future insurance coverage will be
sufficient to cover all product liability risks.

GOVERNMENT REGULATION. The Company's products are subject to the provisions of
the Federal Consumer Product Safety Act and the Federal Hazardous Substances Act
(the "Acts") and the regulations promulgated thereunder. The Acts authorize the
Consumer Product Safety Commission (the "CPSC") to protect the public from
products which present a substantial risk of injury. The CPSC can require the
repurchase or recall by the manufacturer of articles which are found to be
defective and impose fines or penalties on the manufacturer. Similar laws exist
in some states and cities and in other countries in which the Company markets
its products. Any recall of its products could have a material adverse effect on
the Company.

COMPETITION. The juvenile products and home security industries are highly
competitive and include numerous domestic and foreign competitors, some of which
are substantially larger and have greater financial and other resources than the
Company. The Company competes on the basis of product innovations, brand name
recognition, price quality, customer service and breadth of product line.

COST OF DEBT. Interest rate increases will have an adverse effect on the
Company's earnings.

INTERNATIONAL SALES AND EXPANSION. The Company is actively attempting to expand
its international sales. In 1998, international sales represented 19% of the
Company's revenue. To the extent that customers of the Company's products pay
for their purchases in U.S. dollars, currency fluctuations which favor the U.S.
dollar could have a material adverse effect on the Company's business and its
results of operations.

PREFERRED STOCK REDEMPTION: The holders of the Company's Series B Preferred
Stock have the right to require the company to redeem the preferred stock
immediately under certain conditions, provided that the holders surrender their
ten-year warrants to purchase approximately 1,270,000 shares of Common Stock.
Upon such occurrence the Company may be in default under the provision of its
credit facility which prohibits the redemption of the preferred stock. Failure
to honor the redemption would result in a default under the terms of the
preferred stock.