Exhibit 99
 RISK FACTORS
 You should carefully consider the following risks before you decide to buy our common stock.
If any one of these risks or uncertainties were to occur, our business, financial condition,
results and performance could be seriously harmed and/or the price of our common stock might
significantly decrease.
 Unfavorable economic events including competitive pricing pressure in our target markets could lead
to lower sales of our products
      The intense competition in the Fixed Cellular telecommunications industry could prevent us from
achieving or sustaining profitability
  
    
    LG Electronics;
    
    Axesstel, Inc.;
    
    Ericsson;
    
    Huawei Technologies Co., Ltd.;




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
    
    ZTE Corporation;
    
    Numerex Corporation;
    
    Honeywell International, Inc.; and
    
    Tyco International, Ltd.
  
    
    financial resources;
    
    manufacturing capabilities;
    
    name recognition;
    
    research and development capabilities;
    
    technical expertise;
    
    sales and marketing resources; and
    
    distribution channels.
  
    
    select more accurately the new or emerging technologies desired by the market;
    
    respond more rapidly than we can to new or emerging technologies;
    
    respond more rapidly than we can to changes in customer requirements;
    
    devote greater resources than we do to research and development efforts;
    
    promote their products more effectively, including selling their products at
a loss in order to obtain market share or bundling their products with other
products that we do not offer in order to promote an end-to-end solution for
their customers that we cannot match; and
    
    obtain components and manufacture and sell products at lower prices as a
result of efficiencies of scale or purchasing power, thereby rendering our
products non-competitive or forcing us to sell our products at reduced or
negative gross margins.
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Our success depends on the growth and availability of wireless telecommunications services in the
markets we target.
   Our efforts to increase the focus of our production, marketing and sales efforts to the Machine-to-
Machine market may not be successful.
  If we cannot sustain profitable operations, we may not be able to obtain the funding we need to
operate our business.
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We have one highly significant customer and the loss of this particular customer may seriously harm
our business.
  Our operating results may fluctuate greatly on a quarterly and annual basis, which may cause the
price of our common stock to be volatile.
  
    
    our reliance on large volume orders from only a few customers for most of our product sales,
which may result in volatility when those orders are filled and not immediately followed by
comparable orders;
    
    variations in our distribution channels;
    
    the mix of products we sell;
    
    general economic conditions in our target markets;
    
    the timing of final product approvals from our customers or regulators;
    
    the timing of orders from and shipments to major customers;
    
    the timing of new product introductions by us or our competitors;
    
    changes in our pricing policies and the pricing policies of our suppliers and our competitors;
    
    changes in the terms of our arrangements with customers and suppliers;
    
    the availability and cost to us of the key components for our products;
    
    ability of our customers to accurately forecast demand for our products by their end users;
    
    delays or failures to fulfill orders for our products on a timely basis;
    
    our inability to accurately forecast our manufacturing needs;
    
    change in the financial position of our manufacturers;
    
    an increase in product warranty returns or in our allowance for doubtful accounts;
    
    operational disruptions, such as transportation delays or failures of our order processing system;
    
    the timing of personnel hirings; and
    
    delays in the introduction of new or enhanced versions of our existing products or market
acceptance of these products.
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We rely on cellular networks for service revenue that may be affected by the following:
 
    
    service may be interrupted or limited due to carrier transmission limitations caused by
atmospheric, terrain, other natural or artificial conditions adversely affecting
transmission.
    
    interruption of service due to cellular carrier equipment modification, upgrades,
repairs and other similar activities.
    
    service may be limited based on available coverage.
    
    interruption of service may occur between various cellular network and participating
carriers.
    
    carriers disclaim all liability of any nature to customers, whether direct, indirect,
incidental or consequential, arising out of our customers use of their service.
   Our common stock price has been extremely volatile, and extreme price fluctuations could negatively
affect your investment.
   
    
    shortfalls in our revenue or net income;
    
    the results of product trials or the introduction of new products by us or our competitors;
    
    market conditions in the telecommunications, technology and emerging growth sectors; and
    
    rumors related to us or our competitors.
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Technology changes rapidly in our industry and our future success will depend on our ability to
keep pace with these changes and meet the needs of our customers.
  
    
    proper product definition;
    
    component cost;
    
    resolving technical hurdles;
    
    timely completion and introduction to the market;
    
    differentiation from the products of our competitors; and
    
    market acceptance of our products.
  Our results depend on our ability to develop and introduce new products into existing and emerging
markets and to reduce the costs to produce existing products.
  Products from our investments in research and development of new products may not be realized for
an extended period of time, if at all.
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We must devote substantial resources to research and development to remain competitive and we may
not have the resources to do so.
  From time-to-time we face litigation that could significantly damage our business and financial
condition.
  
    
    antitrust;
    
    breach of contract;
    
    trade secret;
    
    copyright or patent infringement;
    
    patent or copyright invalidity; and
    
    unfair business practices.
  
    
    cease selling, incorporating or using products that incorporate the challenged intellectual property;
    
    obtain a license from the holder of the infringed intellectual
property right, which license may not be available on reasonable
terms, if at all; and
    
    redesign products that incorporate the disputed technology.
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We rely on third parties to manufacture our products and others to manufacture components for our
products.
    We rely on limited or sole sources for many of our components, and the loss of any such sources may
adversely impact our business.
   Our costs may increase if we are unable to accurately forecast our needs.
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Quality control problems could harm our sales.
  We may experience long sales cycles for our products, as a result of a variety of factors.
  We operate in developing markets, which may subject us to volatile conditions not present in the
United States.
  
    
    foreign currency exchange fluctuations and instability of foreign currencies;
    
    political or economic instability and volatility in particular countries or regions;
    
    limited protection for intellectual property;
    
    difficulties in complying with foreign regulatory requirements applicable to our operations and products;
    
    difficulties in obtaining domestic and foreign export, import and other governmental approvals, permits
and licenses and compliance with foreign laws, including employment laws;
    
    difficulties in staffing and managing international operations, including work stoppages or strikes and
cultural differences in the conduct of business, labor and other workforce requirements and inadequate
local infrastructure;
    
    trade restrictions or higher tariffs, quotas, taxes and other market barriers;
    
    transportation delays and difficulties of managing international distribution channels;
    
    longer payment cycles for, and greater difficulty in collecting accounts receivable; and
    
    public health emergencies such as SARS and avian bird flu.
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Certain Company patents have expired, and patent protection for other Company products is not
available in all markets.
        We may not address successfully the problems encountered in connection with any potential future
acquisitions.
  
    
    problems assimilating the purchased technologies, products or business operations;
    
    problems maintaining uniform standards, procedures, controls and policies;
    
    unanticipated costs associated with the acquisition;
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
    
    diversion of managements attention from our core business;
    
    adverse effects on existing business relationships with suppliers and customers;
    
    risks associated with entering new markets in which we have no or limited prior experience; and
    
    potential loss of key employees of acquired businesses.
  Delaware law and our charter documents may inhibit a potential takeover bid that would be
beneficial to common stockholders.
  Sales of common stock issuable on the exercise of outstanding and contemplated options and warrants
may depress the price of the common stock.
     Certain former holders of our 5% Series A Convertible Preferred Stock believe that we did not issue
them enough common stock on conversion of their preferred stock.
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