EXHIBIT 99


               SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION
                               REFORM ACT OF 1995



     The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies, so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those discussed in the statement. The Company desires to
take advantage of the "safe harbor" provisions of the Act. Certain information,
particularly information regarding future economic performance and finances and
plans and objectives of management, contained, or incorporated by references, in
the Company's Quarterly Report on Form 10-Q for nine months ended September 30,
1996 is forward-looking. In some cases, information regarding certain important
factors that could cause actual results to differ materially from any such
forward-looking statement appear together with such statement. Also, the
following factors, in addition to other possible factors not listed, could
affect the Company's actual results and cause such results to differ materially
from those expressed in forward-looking statements.

     Highly Competitive Industry. The computer and office automation product
supply industry is highly competitive. The Company competes with major
full-service office products distributors, other national and regional computer
supply distributors, office products superstores, direct mail order companies,
and, to a lesser extent, non-specialized retailers. Certain of the Company's
competitors, such as office products superstores and major full-service office
products distributors have substantially greater financial and other resources
and purchasing power than the Company. The Company believes that the computer
supply industry will become more consolidated in the future and consequently
more competitive. Increasing competition will result in greater price
discounting which will continue to have a negative impact on the industry's
gross margins. There can be no assurance that the Company will not encounter
increased competition in the future, which could have a material adverse effect
on the Company's business.

Dependence on Certain Key Suppliers. Although the Company regularly carries
products and accessories manufactured by approximately 500 original equipment
manufacturers, 58.6% of the Company's net sales in fiscal year 1995 were derived
from products supplied by the Company's ten largest suppliers, In addition, the
Company's business is dependent upon terms provided by its key suppliers,
including pricing and related provisions, product availability and dealer
authorizations. While the Company considers its relationships with its key
suppliers, including Hewlett-Packard Company ("Hewlett-Packard"), Lexmark
International, Inc. ("Lexmark") and Imation Corp. ("Imation") to be good, there
can be no assurance that these relationships will not be terminated or that such
relationships will continue as presently in effect. In addition, changes by one
or more of such


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key suppliers of their policies regarding distributors or volume discount
schedules or other marketing programs applicable to the Company may have a
material adverse effect on the Company's business. Certain distribution
agreements require the Company to make minimum annual purchases. Under its
distribution agreements with Hewlett-Packard, Lexmark and Imation, the Company
is required to make minimum annual purchases of $5.0 million, $250,000 and
$50,000, respectively.

Restrictions Imposed by Debt Arrangements. The Company's outstanding
indebtedness consists primarily of borrowings under the $15.0 million secured
revolving credit facility (the "Credit Facility") provided by National City Bank
of Dayton (the "Bank"). The Credit Facility contains restrictive covenants which
may have an adverse effect on the Company's operations in the future. These
covenants include, among other restrictions: (i) the maintenance of certain
financial ratios; (ii) prior notice to the Bank with respect to (a) the purchase
or sale of assets; (b) any merger, sale or consolidation activity; (c) the
creation or acquisition of any subsidiary or the investment in any equity
securities; (d) the entering into any partnership or joint venture; or (e) the
issuance of any equity securities; and (iii) certain limitations on the
incurrence of other indebtedness. These provisions may constrain the Company's
acquisition strategy, may delay, deter, or prevent a takeover attempt that a
shareholder might consider in its best interests and may have an adverse effect
on the market price of the Company's Common Stock. In addition, the Credit
Facility restricts the payment of dividends to no more than 50.0% of the net
income of the Company in the year that the dividend is to be paid.

Ability to Manage Growth. The Company expects to experience rapid growth that
will likely result in new and increased responsibilities for management
personnel and which will challenge the Company's management, operating and
financial systems and resources. To compete effectively and manage future
growth, if any, the Company will be required to continue to implement and
improve its operational, financial and management information systems,
procedures and internal controls on a timely basis and to expand, train,
motivate and manage its work force. There can be no assurance that the Company's
personnel, systems, procedures and controls will be adequate to support the
Company's future operations. Any failure to implement and improve the Company's
operational, financial and management systems or to expand, train motivate or
manage employees could have a material adverse effect on the Company's operating
results and financial condition.

Dependence on Computer Systems. The Company's operations are generally dependent
on its proprietary software applications. Modifications to the Company's
computer systems and applications software will be necessary as the Company
executes its expansion plans and responds to customer needs, technological
developments, electronic commerce requirements and other factors. Such
modifications may cause disruptions in the operations of the Company, delay the
schedule for implementing the integration of newly acquired companies, or cost
more to design, implement or operate than currently budgeted. Such disruptions,

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Exhibit 99
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delays or costs could have a material adverse effect on the Company's operations
and financial performance.

     The Company does not currently have redundant computer systems or redundant
dedicated communication lines linking its computers to its warehouses, although
all data is stored on two separate hard drives on a continual basis. The Company
has taken precautions to protect itself from events that could interrupt its
operations, including back-up power supplies that allow the Company's computer
system to function in the event of a power outage, off-site storage of back-up
data, fire protection, physical security systems and an early warning detection
and fire extinguishing system. The occurrence of any of these events could have
a material adverse effect on the Company's operations and financial performance.

Failure to Implement Acquisition Strategy. The Company's business strategy
includes the acquisition of other computer and office automation supply
companies in the U.S. and overseas. Competition for desirable new acquisitions
in attractive major metropolitan markets is expected to increase. No assurance
can be given that the Company will be able to find attractive acquisition
candidates or that such acquisitions can be effected at reasonable prices or in
a timely manner, or that once acquired, the Company will be able to profitably
manage such companies. The failure to complete acquisitions and continue the
Company's expansion could have a material adverse effect on its financial
performance.

Integration of Acquisitions. The Company has acquired four computer and office
automation supply businesses in the past five years and intends to actively
pursue additional acquisitions. No assurance can be given that the Company will
be able to successfully integrate its future acquisitions with the Company's
existing systems and operations. The integration of acquired businesses may also
lead to the resignation of key employees of the acquired companies and diversion
of management attention from other ongoing business concerns. The costs of
integration could have an adverse effect on short-term operating results. Any or
all of these factors could have a material adverse effect on the Company's
operations in the future.

Financing for Acquisitions; Leverage. If acquisitions are consummated for cash,
it is likely that the Company will borrow the necessary funds and, accordingly,
the Company may become highly leveraged as a result thereof. If it becomes
highly leveraged, the Company may be more vulnerable to extended economic
downturns and its flexibility in responding to changing economic and industry
conditions may be limited. The degree to which the Company is leveraged could
have important consequences to purchasers of the Common Stock, including the
impairment of the Company's ability to obtain additional financing for working
capital, capital expenditures, acquisitions and general corporate purposes. The
Company's ability to make principal and interest payments on its current and
future indebtedness and to repay its current and future indebtedness at maturity
will be dependent on the Company's future operating performance, which is itself
dependent on a number of


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factors, many of which are beyond the Company's control, and may be dependent on
the availability of borrowings under the Credit Facility or other financings. A
substantial portion of the Company's current borrowing capacity under the Credit
Facility could be consumed by increased working capital needs, including future
acquisitions.

Possible Need for Additional Financing to Implement Acquisition Strategy. No
portion of the Company's working capital has been set aside for the specific
purpose of funding future acquisitions and, therefore, the Company may require
additional funds to implement its acquisition strategy. While the Company's
Credit Facility may be utilized to finance acquisitions, the amount which may be
drawn upon by the Company may be limited. Accordingly, the Company may require
additional debt or equity financing for future acquisitions. There can be no
assurance that the Company will be able to obtain additional debt or equity
financing on terms favorable to the Company, or at all, or if obtained, there
can be no assurance that such debt or equity financing will be sufficient for
the financing needs of the Company.

Risks Relating to International Acquisitions. Expansion into international
markets may involve additional risks relating to such things as currency
exchange rates, new and different legal and regulatory requirements, political
and economic risks relating to the stability of foreign governments and their
trading relationship with the United States, difficulties in staffing and
managing foreign operations, differences in financial reporting, differences in
the manner in which different cultures do business, operating difficulties and
other factors.

Exchange Rate Fluctuations. Although the Company's operations are not currently
subject to material operational risks associated with fluctuations in exchange
rates, because the Company intends to expand the size and scope of its
international operations, its exposure to fluctuations in exchange rates will be
increased. Accordingly, no assurance can be given that the Company's results of
operations will not be adversely affected in the future by fluctuations in
foreign currency exchange rates. The Company has, at times, entered into forward
foreign currency exchange contracts in order to hedge the Company's accounts
receivable and accounts payable. In the future, the Company may, from time to
time, consider entering into other forward foreign currency exchange contracts,
although no assurances can be given that the Company will do so, or will be able
to do so, or that such arrangements will adequately protect the Company from
fluctuations in foreign currency exchange rates.