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                                                                      EXHIBIT 99

            IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS

   The following factors, among others, could cause actual results to differ
materially from those contained in forward-looking statements made in this
Report and presented elsewhere by management from time to time.

We have had a history of losses and may incur future losses.

     We were incorporated in 1990 and began our operations in 1991. We have
funded our operations principally from funds raised in each of the initial
public offering of our common stock in February 1994, the offering of our common
stock in February 1996, a private placement of our common stock in October 1996,
and recent private placements of our common stock in December 1999, January
2000, May 2000 and November 2000; funds from licensing arrangements; research
contracts and supply contracts; funds received under research and development
grants from the Government of Israel; and sales of Instant Power batteries,
Instant Power chargers, and lifejacket lights. We incurred significant operating
losses for the years ended December 31, 1996, 1997, 1998, 1999 and 2000, and
expect to continue to incur significant operating losses in 2001. These losses
may increase as we expand our research and development activities and establish
production facilities, and these losses may fluctuate from quarter to quarter.
There can be no assurance that we will ever achieve profitability or that our
business will continue to exist.

We need significant amounts of capital to operate and grow our business.

     We require substantial funds to conduct the necessary research, development
and testing of our products; to establish commercial scale manufacturing
facilities; and to market our products. In order to satisfy existing orders of
batteries in commercial quantities, we need to implement our automated
production line and, in the future, may need to upgrade or expand our automated
production line to satisfy future orders. We plan to expand both sales and
production activities, which will require additional funding. We continue to
seek additional funding, including through the issuance of equity or debt
securities. However, there can be no assurance that we will obtain any such
additional financing in a timely manner and on acceptable terms. If additional
funds are raised by issuing equity securities, stockholders may incur further
dilution. If additional funding is not secured, we will have to modify, reduce,
defer or eliminate parts of our anticipated future commitments and/or programs.

We cannot assure you of market acceptance of our products.

     In 2000, we began commercial deliveries of our cell phone battery and
charger products. However, our battery and charger for cell phones have not yet
been widely accepted by the consumer products market for this application.
Furthermore, while we have developed batteries and chargers for several models
of cell phones and PDAs, we do not have such products for many models. We cannot
assure you that the Electric Fuel cell phone battery or charger will be
competitive either in terms of price or performance or that we will be able to
sell our cell phone batteries or chargers in commercial quantities. While we
have successfully marketed our products to retailers such as Wal-Mart, certain
of our customers have indicated to us in response to slower than anticipated
initial sales results that we would benefit from educating consumers as to the
advantages of disposable batteries and chargers for cellphones and PDAs.

     Other than our cell phone battery and charger and a signal light powered by
water-activated batteries for use in life jackets and other rescue apparatus, we
currently have no commercial products available for sale. While we expect to
increase production of our cell phone batteries and chargers to commercial
levels in 2001, significant resources will be required to develop our capacity
to produce cell phone batteries and chargers on a commercial scale. Additional
development will also be neces-


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sary in order to commercialize our technology and each of the components of the
Electric Fuel System for electric vehicles and defense products. We cannot
assure you that we will be able to successfully develop, engineer or
commercialize our products, technology or system components, or that we will be
able to develop products for commercial sale or that, if developed, they can be
produced in commercial quantities or at acceptable costs or be successfully
marketed. The likelihood of our future success must be considered in light of
the risks, expenses, difficulties and delays frequently encountered in
connection with the operation and development of a relatively early stage
business and with development activities generally.

     We believe that public pressure and government initiatives are important
factors in creating an electric vehicle market. However, there can be no
assurance that there will be sufficient public pressure or that further
legislation or other governmental initiatives will be enacted, or that current
legislation will not be repealed, amended, or have its implementation delayed.
In addition, we are subject to the risk that even if an electric fuel vehicle
market develops, a different form of zero emission or low emission vehicle will
dominate the market. In addition, we cannot assure you that other solutions to
the problem of containing emissions created by internal combustion engines will
not be invented, developed and produced. Any other solution could achieve
greater market acceptance than electric vehicles. The failure of a significant
market for electric vehicles to develop would have a material adverse effect on
our ability to commercialize this aspect of our technology. Even if a
significant market for electric vehicles develops, there can be no assurance
that our technology will be commercially competitive within that market.

We will need to develop the experience to manufacture our products in commercial
quantities and at competitive prices.

     We currently have limited experience in manufacturing in commercial
quantities and have, to date, produced only limited quantities of components of
the batteries for electric vehicles. In order for us to be successful in the
commercial market, our products must be manufactured to meet high quality
standards in commercial quantities at competitive prices. The development of the
necessary manufacturing technology and processes will require extensive lead
times and the commitment of significant amounts of financial and engineering
resources, which may not be available to us. We cannot assure you that we will
successfully develop this technology or these processes. Moreover, we cannot
assure you that we will be able to successfully implement the quality control
measures necessary for commercial manufacturing.

The price of our common stock is volatile.

     The market price of our common stock has been volatile in the past and may
change rapidly in the future. The following factors, among others, may cause
significant volatility in our stock price:

 . Announcements by us, our competitors or our customers;

 . The introduction of new or enhanced products and services by us or our
  competitors;

 . Changes in the perceived ability to commercialize our technology compared to
  that of our competitors;

 . Rumors relating to our competitors or us;

 . Actual or anticipated fluctuations in our operating results; and


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 . General market or economic conditions.

Our field of business is highly competitive.

     The competition to develop consumer batteries, defense and safety products
and electric vehicle battery systems, and to obtain funding for the development
of these products is, and is expected to remain, intense. Our technology
competes with other battery technologies, as well as other zinc-air
technologies. The competition consists of development stage companies, major
international companies and consortia of such companies, including battery
manufacturers, automobile manufacturers, energy production and transportation
companies, consumer goods companies and defense contractors, many of which have
financial, technical, marketing, sales, manufacturing, distribution and other
resources significantly greater than ours.

     Various battery technologies are being considered for use in electric
vehicles, consumer batteries and defense and safety products by other
manufacturers and developers, including the following: lead-acid, nickel-
cadmium, nickel-iron, nickel-zinc, nickel-metal hydride, sodium-sulfur, sodium-
nickel chloride, zinc-bromine, lithium-ion, lithium-polymer, lithium-iron
sulfide, primary lithium, rechargeable alkaline and zinc-air. Additionally, some
manufacturers of primary alkaline batteries offer alkaline battery packs for
cell phone users.

Some of the components of our technology and our products pose potential safety
risks which could create potential liability exposure for us.

     Some of the components of our technology contain elements that are known to
pose potential safety risks. Also, because electric vehicle batteries contain
large amounts of electrical energy, they may cause injuries if not handled
properly. In addition to these risks, and although we incorporate safety
procedures in our research, development and manufacturing processes, there can
be no assurance that accidents in our facilities will not occur. Any accident,
whether occasioned by the use of all or any part of our products or technology
or by our manufacturing operations, could adversely affect commercial acceptance
of our products and could result in significant production delays or claims for
damages resulting from injuries. Any of these occurrences would materially
adversely affect our operations and financial condition.

Failure to receive required permits from or to comply with the various
regulatory regimes we are subject to could adversely affect our business.

     Regulations in Europe, Israel, the United States and other countries impose
various controls and requirements relating to various components of our
technology. While we believe that our current and contemplated operations
conform to those regulations we cannot assure you that we will not be found to
be in non-compliance. We have applied for, and received, the necessary permits
under the Israel Dangerous Substances Law, 5753-1993, required for the use of
potassium hydroxide and zinc metal. However, there can be no assurance that
changes in regulations will not impose costly compliance requirements on us or
otherwise subject us to future liabilities.

Our business is dependent on patents and proprietary rights that may be
difficult to protect and could affect our ability to compete effectively.

     Our ability to compete effectively will depend on our ability to maintain
the proprietary nature of our technology and manufacturing processes through a
combination of patent and trade secret protection, non-disclosure agreements and
licensing arrangements. We hold patents, or patent applications, covering
elements of our technology in the United States and in Europe. In addition, we
have


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patent applications pending in the United States and in foreign countries,
including the European Community, Israel and Japan. We intend to continue to
file patent applications covering important features of our technology. We
cannot assure you, however, that patents will issue from any of these pending
applications or, if patents issue, that the claims allowed will be sufficiently
broad to protect our technology. In addition, we cannot assure you that any of
our patents will not be challenged or invalidated or that any of our issued
patents will afford protection against a competitor.

     Litigation, or participation in administrative proceedings, may be
necessary to protect our patent position. This type of litigation can be costly
and time consuming, and this could harm us even if we were to be successful in
the litigation. The invalidation of patents owned by or licensed to us could
have a material adverse effect on our business. In addition, patent applications
filed in foreign countries are subject to laws, rules and procedures that differ
from those of the United States. Therefore, there can be no assurance that
foreign patent applications related to patents issued in the United States will
be granted. Furthermore, even if these patent applications are granted, some
foreign countries provide significantly less patent protection than the United
States. In the absence of patent protection, and despite our reliance upon our
proprietary confidential information, our competitors may be able to use
innovations similar to those used by us to design and manufacture products
directly competitive with our products. In addition, no assurance can be given
that others will not obtain patents that we will need to license or design
around. To the extent any of our products are covered by third-party patents, we
could require a license under such patents to develop and market our patents.

     Despite our efforts to safeguard and maintain our proprietary rights, we
may not be successful in doing so. In addition, competition is intense, and
there can be no assurance that our competitors will not independently develop or
patent technologies that are substantially equivalent or superior to our
technology. Moreover, in the event of patent litigation, we cannot assure you
that a court would determine that we were the first creator of inventions
covered by our issued patents or pending patent applications or that we were the
first to file patent applications for those inventions. If existing or future
third-party patents containing broad claims were upheld by the courts or if we
were found to infringe third party patents, we may not be able to obtain the
required licenses from the holders of such patents on acceptable terms, if at
all. Failure to obtain these licenses could cause delays in the introduction of
our products or necessitate costly attempts to design around such patents, or
could foreclose the development, manufacture or sale of our products. We could
also incur substantial costs in defending ourselves in patent infringement suits
brought by others and in prosecuting patent infringement suits against
infringers.

     We also rely on trade secrets and proprietary know-how that we seek to
protect, in part, through non-disclosure and confidentiality agreements with our
customers, employees, consultants, strategic partners and potential strategic
partners. We cannot assure you that these agreements will not be breached, that
we would have adequate remedies for any breach or that our trade secrets will
not otherwise become known or be independently developed by competitors.

We are dependent on key personnel and our business would suffer if we fail to
retain them.

     We are highly dependent on certain members of our management and
engineering staff, and the loss of the services of one or more of these persons
could adversely affect us. We are especially dependent on the services of our
President and Chief Executive Officer, Yehuda Harats, and our Chairman of the
Board of Directors and Chief Financial Officer, Robert S. Ehrlich. The loss of
either of these persons could have a material adverse effect on us. We are party
to employment agreements


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with Messrs. Harats and Ehrlich, each of which agreements expires in 2002, with
an option on our part to extend to 2003. We do not have key-man life insurance.

We are subject to significant influence by some stockholders that may have the
effect of delaying or preventing a change in control.

     As of February 28, 2001, our directors, executive officers and principal
stockholders and their affiliates collectively owned approximately 35% of the
outstanding shares of our common stock. As a result, these stockholders are able
to exercise significant influence over matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions. This concentration of ownership may have the effect of delaying or
prevent a change in control.

If we are unable to manage our growth, our operating results will be impaired.

     We are currently experiencing a period of development activity which could
place a significant strain on our personnel and resources. Our activity has
resulted in increased levels of responsibility for both existing and new
management personnel. Many of our management personnel have had limited or no
experience in managing growing companies. We have sought to manage our current
and anticipated growth through the recruitment of additional management and
technical personnel and the implementation of internal systems and controls.
However, our failure to manage growth effectively could adversely affect our
results of operations.

We may be subject to increased United States taxation.

     We believe that EFC and EFL will be treated as personal holding companies
for purposes of the personal holding company (PHC) rules of the Internal Revenue
Code of 1986. Under the PHC rules, a PHC is subject to a special 39.6% tax on
its "undistributed PHC income", in addition to regular income tax. We believe
that EFC and EFL have not had any material undistributed PHC income. However, no
assurance can be given that EFC and EFL will not have undistributed PHC income
in the future.

     Approximately 25.8% of the stock of EFL was owned (directly or indirectly
by application of certain attribution rules) as of February 28, 2001 by two
United States citizens. If 50% of our shares is ever acquired or deemed to be
acquired by five or fewer individuals (including, if applicable, those
individuals who currently own an aggregate of 25.8% of our shares) who are
United States citizens or residents, EFL would satisfy the foreign personal
holding company (FPHC) stock ownership test under the Internal Revenue Code, and
we could be subject to additional U.S. taxes (including PHC tax) on any
"undistributed FPHC income" of EFL. We believe that EFL has not had any material
undistributed FPHC income. However, no assurance can be given that EFL will not
become a FPHC and have undistributed FPHC income in the future.

A significant portion of our operations takes place in Israel.

     The offices and facilities of our principal subsidiary are located in
Israel. Although we expect that most of our sales will be made to customers
outside Israel, we are nonetheless directly affected by economic, political and
military conditions in that country. Accordingly, any major hostilities
involving Israel or the interruption or curtailment of trade between Israel and
its present trading partners could have a material adverse effect on our
operations. Since the establishment of the State of Israel in 1948, a state of
hostility has existed, varying in degree and intensity, between Israel and the
Arab countries. Historically, Arab states have boycotted any direct trade with
Israel and to varying


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degrees have imposed a secondary boycott on any company carrying on trade with
or doing business in Israel. Although in October 1994, the states comprising the
Gulf Cooperation Council (Saudi Arabia, the United Arab Emirates, Kuwait, Dubai,
Bahrain and Oman) announced that they would no longer adhere to the secondary
boycott against Israel, and Israel has entered into certain agreements with
Egypt, Jordan, the Palestine Liberation Organization and the Palestinian
Authority, no prediction can be made as to whether a full resolution of these
problems will be achieved or as to the nature of any such resolution.

     Many of our employees are currently obligated to perform annual reserve
duty in the Israel Defense Forces and are subject to being called for active
military duty at any time. No assessment can be made of the full impact of such
requirements on us in the future, particularly if emergency circumstances occur,
and no prediction can be made as to the effect on the Company of any expansion
of these obligations.

Any failure to obtain the tax benefits from the State of Israel that we expect
to receive could negatively impact our plans and prospects.

     We benefit from various Israeli government programs, grants and tax
benefits, particularly as a result of the "approved enterprise" status of a
substantial portion of our existing facilities and the receipt of grants from
the Office of the Chief Scientist of the Israeli Ministry of Industry and
Trade. To be eligible for some of these programs, grants and tax benefits, we
must continue to meet certain conditions, including producing in Israel and
making specified investments in fixed assets. If we fail to meet such conditions
in the future, we could be required to refund grants already received, adjusted
for inflation and interest. From time to time, the government of Israel has
discussed reducing or eliminating the benefits available under approved
enterprise programs. We cannot assure you that these programs and tax benefits
will be continued in the future at their current levels or at all. The
Government of Israel has announced that programs receiving approved enterprise
status in 1996 and thereafter will be entitled to a lower level of government
grants than was previously available. The termination or reduction of certain
programs and tax benefits (particularly benefits available to us as a result of
the approved enterprise status of a substantial portion of our existing
facilities and approved programs and as a recipient of grants from the office of
the Chief Scientist) could have a material adverse effect on our business,
results of operations and financial condition. In addition, our Israeli
subsidiary has granted a floating charge over all of its assets as a security to
the State of Israel to secure its obligations under the approved enterprise
programs.

Exchange rate fluctuations between the dollar and the NIS may negatively affect
our earnings.

     Although a substantial majority of our revenues and a substantial portion
of our expenses are denominated in U.S. dollars, a significant portion of our
costs, including personnel and facilities-related expenses, is incurred in New
Israeli Shekels (NIS). Inflation in Israel will have the effect of increasing
the dollar cost of our operations in Israel, unless it is offset on a timely
basis by a devaluation of the NIS relative to the dollar.


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