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                                                                    EXHIBIT 99.1

         SAFE HARBOR COMPLIANCE STATEMENT FOR FORWARD LOOKING STATEMENTS

         You should consider carefully the following factors in evaluating us
and our business. The risks and uncertainties described below are not the only
ones we face. Additional risks and uncertainties not presently known to us,
which we currently deem immaterial or that are similar to those faced by other
companies in our industry or business in general, may also impair our business
operations. If any of the following risks actually occurs, our business,
financial condition or results of future operations could be materially and
adversely affected. In such case, the trading price of our common stock could
decline, and you could lose all or part of your investment.

                                  RISK FACTORS

         You should consider carefully the following factors in evaluating us
and our business. The risks and uncertainties described below are not the only
ones we face. Additional risks and uncertainties not presently known to us,
which we currently deem immaterial or that are similar to those faced by other
companies in our industry or business in general, may also impair our business
operations. If any of the following risks actually occurs, our business,
financial condition or results of future operations could be materially and
adversely affected. In such case, the trading price of our common stock could
decline, and you could lose all or part of your investment.

RISKS RELATED TO OUR BUSINESS

OUR LENGTHY SALES AND IMPLEMENTATION CYCLE COULD ADVERSELY AFFECT US

         If we experience delays in, or cancellation of, sales or
implementations of our products and services, our business and financial results
could be hurt. To sell our products, we generally must provide a significant
level of education to prospective customers regarding the use and benefits of
our products. In addition, prospective customers must make a significant
commitment of resources in connection with the implementation of our products,
which typically requires substantial integration efforts by us or our customer.
For these and other reasons, the length of time between the date of initial
contact with the potential customer and the installation and use of our products
is typically six months or more, and may be subject to delays over which we have
little or no control. Our implementation cycle could be lengthened in the future
by increases in the size and complexity of our installations and in the number
of third-party systems with which our products must integrate. In addition, any
unexpected delays in individual implementations could expose us to liability
claims from our customers.

OUR OPERATING RESULTS ARE SUBSTANTIALLY DEPENDENT ON A LIMITED SUITE OF PRODUCTS
AND THE THE MARKET FOR CALL CENTER AND INTERNET BASED SOLUTIONS

         We currently derive a majority of our revenues from sales of our
PhoneFrame Explorer products and related services. We introduced PhoneFrame
Explorer in late 1997. We are currently beta testing our new Enterprise Explorer
line of blended call center products and expect to begin commercial shipment in
the first quarter of next year. We anticipate that in the near term, a
significant portion of our future revenue may be attributable to our Enterprise
Explorer product line. We intend to enhance these products and develop related
products. However, any factor adversely affecting the market for call center
solutions in general, or the PhoneFrame products in particular, could hurt our
business and financial results. We may face potential charges resulting from the
impact of having to write down inventory of outdated products that cannot be
sold. The market for call center systems is intensely competitive, highly
fragmented and subject to rapid change. As we move into the internet space, a
new set of challenges arise related to a market which is still evolving.
Currently, our internet product line accounts for a relatively small portion of
our total revenues.

WE RELY ON A FEW CUSTOMERS FOR A SIGNIFICANT PORTION OF OUR REVENUES

         In the call center space, we have historically derived and believe that
we will continue to derive a significant portion of our revenues in any period
from a limited number of large corporate clients. In 1999, our five

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largest customers accounted for 28.2% of our total revenues. In 1998, our five
largest customers accounted for 23.2% of our total revenues. Although the
specific customers may change from period to period, we expect that large sales
to a limited number of customers will continue to account for a significant
percentage of our revenues in any particular period for the foreseeable future.
Therefore, the loss, deferral or cancellation of an order could have a
significant impact on our operating results in a particular quarter. Our current
customers may not place additional orders and we may not obtain orders of
similar magnitude from other customers. If we lose any major customer, suffer
any reduction, delay in or cancellation of orders by any such customer or fail
to market successfully to new customers, our business and financial results
could be hurt.

THERE ARE MANY RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS

          Our sales outside the United States accounted for 18.4%, 24.8% and
31.7% of our total revenues in 1997, 1998 and 1999, respectively. A significant
element of our business strategy is to continue expansion of our operations in
international markets. This expansion will continue to require significant
management attention and financial resources to develop international sales
channels. Because of the difficulty in penetrating new markets, we may not be
able to maintain or increase international revenues. Our international
operations are subject to inherent risks, including:

-        Significant volatility in the level and timing of business;

-        the impact of possible recessionary environments in economies outside
         the United States;

-        changes in legal and regulatory requirements, including those relating
         to telemarketing activities;

-        changes in tariffs;

-        seasonality of sales;

-        the costs of localizing products for foreign markets and integrating
         products with foreign system components;

-        longer accounts receivable collection periods and greater difficulty in
         accounts receivable collection;

-        difficulties and costs of staffing and managing foreign operations;

-        reduced protection for intellectual property rights in some countries;

-        potentially adverse tax consequences;

-        political and economic instability; and

-        the higher cost of foreign service delivery.

         While our expenses incurred in foreign countries typically are
denominated in the local currencies, revenues generated by our international
sales typically are paid in U.S. dollars or British pounds. Accordingly, while
our exposure to currency fluctuations to date has been insignificant, we could
experience fluctuations in currency exchange rates in the future that would have
a material adverse impact on our international operations.
We currently do not engage in currency hedging activities.

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OUR GROWTH IS DEPENDENT UPON THE SUCCESSFUL DEVELOPMENT OF OUR DIRECT AND
INDIRECT SALES CHANNELS

         We currently sell our products domestically primarily through our
direct sales force and internationally through both direct and indirect sales
channels. We support our customers with our internal technical and customer
support staff. Our ability to achieve significant revenue growth in the future
will greatly depend on our ability to recruit and train sufficient technical,
customer support and direct sales personnel. We have in the past and may in the
future experience difficulty in recruiting qualified sales, technical and
support personnel. If we are unable to rapidly and effectively expand our direct
sales force and our technical and support staff, our business and financial
results could be hurt.

         We believe that our future growth also will depend on developing and
maintaining successful indirect sales channels, including value added resellers,
or VARs, and distributors. Our strategy is to continue to increase the
proportion of customers served through these indirect channels. We are currently
investing, and plan to continue to invest, significant resources to develop
these indirect channels. This could adversely affect our operating results if
these efforts do not generate revenues necessary to offset this investment.
Also, our inability to recruit and retain qualified VARs and distributors could
adversely affect our results of operations. Because lower unit prices are
typically charged on sales made through indirect channels, increased indirect
sales could adversely affect our average selling prices and result in lower
gross margins. In addition, sales of our products through indirect channels will
reduce our gross profits from our services as the VARs and distributors provide
these services. As indirect sales increase, our direct contact with our customer
base will decrease, and we may have more difficulty accurately forecasting
sales, evaluating customer satisfaction and recognizing emerging customer
requirements. In addition, our VARs and distributors may develop, acquire or
market products competitive with our products.

         Our strategy of marketing our products directly to customers and
indirectly through VARs and distributors may result in distribution channel
conflicts. Our direct sales efforts may compete with those of our indirect
channels and, to the extent different VARs and distributors target the same
customers, VARs and distributors may also come into conflict with each other.
Any channel conflicts which develop may have a material adverse effect on our
relationships with VARs and distributors or hurt our ability to attract new VARs
and distributors.

THERE ARE SEVERAL RISKS ASSOCIATED WITH OUR ACQUISITION STRATEGY

          We may in the future continue to engage in selective acquisitions of
businesses that are complementary to ours, including other providers of internet
products, contact management or CTI solutions or technology. We may not be able
to identify suitable acquisition candidates available for sale at reasonable
prices, consummate any acquisition or successfully integrate any acquired
business into our operations. Further, acquisitions involve a number of
additional risks, including diversion of management's attention, failure to
retain key acquired personnel, unanticipated events or circumstances and legal
liabilities, some or all of which could hurt our business and financial results.
Problems with an acquired business could have a material adverse impact on our
performance as a whole.

         If we engage in acquisitions in the future, we might finance such
acquisitions with the proceeds from public offerings as well as with possible
debt financing, the issuance of additional equity securities (common or
preferred stock) or a combination of the foregoing. We may not be able to
arrange adequate financing on acceptable terms. If we were to proceed with one
or more significant future acquisitions in which the consideration consisted of
cash, a substantial portion of our available cash could be used to consummate
the acquisitions. As has been the case in the past, if we were to consummate one
or more significant acquisitions in which the consideration consisted of stock,
our shareholders could suffer significant dilution of their interests in us.

         Many business acquisitions must be accounted for using purchase
accounting. Most of the businesses that might become attractive acquisition
candidates for us are likely to have significant intangible assets. If we
acquire these businesses and are required to account for them as a purchase, we
would typically be required to recognize substantial goodwill amortization
charges, reducing future earnings. In addition, such acquisitions could involve
non-recurring acquisition-related charges, such as the write-off or write-down
of software development costs or other intangible items.

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WE MAY BE CONFRONTED WITH DEFECTS IN OUR SOFTWARE OR THE INABILITY TO ACQUIRE
THIRD-PARTY SOFTWARE OR HARDWARE THAT IS ERROR-FREE

         Software products as complex as those we offer may contain errors that
could be detected at any point in the products' life cycles. We have, in the
past, discovered software errors in certain of our products and have experienced
delays in shipment or implementation of products during the period required to
correct these errors. Despite extensive testing by us and by current and
potential customers, errors may still be found. This could result in a loss of,
or delay in, market acceptance and sales, diversion of development resources,
injury to our reputation or increased service and warranty cost. In particular,
the call center environment is characterized by a wide variety of standard and
non-standard configurations that make pre-release testing for programming or
compatibility errors very difficult and time consuming and limit our ability to
uncover all defects prior to shipment and installation at a customer's location.
Certain software used in our products is licensed by us from third parties, and
our products are designed to operate on certain hardware platforms manufactured
by third parties. Such third-party software or hardware may contain errors that
we are dependent upon the third-party to correct.

WE MAY FACE LIABILITY TO CLIENTS IF OUR SYSTEMS FAIL

         Our products are often critical to the operations of our clients'
businesses and provide benefits that may be difficult to quantify. If our
product or a client's system fails, the client could make a claim for
substantial damages against us, regardless of our responsibility for such
failure. Although we attempt to limit contractually our liability for damages
arising from product failures or negligent acts or omissions, the limitations of
liability set forth in our contracts may not be enforceable in all instances and
may not otherwise protect us from liability for damages. Although we maintain
general liability insurance coverage, including coverage for product liability
and errors or omissions, this coverage may not continue to be available on
reasonable terms or in sufficient amounts to cover one or more large claims. In
addition, the insurer might disclaim coverage as to any future claim. If we
experience one or more large claims against us that exceed available insurance
coverage or changes in our insurance policies, including premium increases or
the imposition of large deductible or co-insurance requirements, our business
and financial results could be hurt.

WE MUST CONTINUE TO ADVANCE OUR TECHNOLOGY AND COMPLY WITH INDUSTRY REQUIREMENTS
TO REMAIN COMPETITIVE

         The market for our products is subject to rapid technological change,
changing customer needs, frequent new product introductions and evolving
industry standards that may render our existing products and services obsolete.
As a result, unforeseen changes in customer and technological requirements for
application features, functions and technologies could rapidly erode our
position in this market. If we are unable, for technological or other reasons,
to develop and introduce new and enhanced products in a timely manner, our
business and financial results could be hurt. Our growth and future operating
results will depend in part upon our ability to enhance existing applications
and develop and introduce new applications that anticipate, meet or exceed
technological advances in the marketplace, that meet changing customer
requirements, that respond to competitive products and that achieve market
acceptance. Our product development and testing efforts have required, and are
expected to continue to require, substantial investments. We may not possess
sufficient resources to make these necessary investments. In addition, we cannot
assure that these products will meet the requirements of the marketplace and
achieve market acceptance, or that our current or future products will conform
to industry standards.

WE MAY EXPERIENCE DELAYS IN DEVELOPMENT OF NEW PRODUCTS

         We have in the past experienced delays both in developing new products
and customizing existing products. We could experience similar delays in the
future. Delays could occur for a variety of reasons, including:

-        the complex nature of our products;

-        difficulties in getting newly developed software code to function
         properly with existing code;

-        difficulty in recruiting sufficient numbers of programmers with the
         proper technical skills and capabilities;

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-        loss of programmers with existing technical knowledge of our products;

-        changing standards or protocols within the computer and telephony
         equipment with which our products integrate;

-        inherent limitations in, difficulties in integrating with, and
         unforeseen problems with using other company or industry products and
         software;

-        changes in design specifications once technical problems are uncovered;
         and

-        unforeseen problems with the implementation of a distributed,
         object-oriented architecture and processing.

THE INABILITY TO ATTRACT AND RETAIN MANAGEMENT AND OTHER PERSONNEL MAY ADVERSELY
AFFECT US

         The future success of our growth strategy will depend to a significant
extent on our ability to attract, train, motivate and retain highly skilled
professionals, particularly software developers, sales and marketing personnel
and other senior technical personnel. Highly skilled employees with the
education and training we require are in high demand. If we are unable to hire
and retain such qualified personnel, our ability to adequately manage and
complete our existing sales and to bid for, obtain and implement new sales would
be impaired. Further, we must train and manage our growing employee base,
requiring an increase in the level of responsibility for both existing and new
management personnel.

WE MUST SUCCESSFULLY MANAGE OPERATIONS

         Our ability to grow will be dependent on properly managing our
operations. Our inability manage effectively could have a material adverse
effect on the quality of our services and projects, our ability to attract and
retain key personnel, our business prospects and our financial results. In
particular, we will have to continue to train our personnel, particularly
skilled technical, marketing and management personnel, and continue to develop
and improve our operational, financial, communications and other internal
systems. -

YEAR 2000 RISKS MAY RESULT IN MATERIAL ADVERSE EFFECTS ON OUR BUSINESS

         Many companies have needed to upgrade their computer systems and
software products in order to ensure that these systems and software are able to
distinguish 21st century dates from 20th century dates. While our current
products are designed to comply with these "Year 2000" requirements, we may
still face claims resulting from system problems associated with the century
change. Our software products that are designed to be Year 2000 compliant may
not contain all necessary date code changes. Customers using earlier versions of
our products that were not Year 2000 compliant may have to install a later
version of the software that is Year 2000 compliant or implement a modification
to correct that version. Because our software system is often integrated with
hardware and operating or interface software over which we exert little control,
the failure of the manufacturers of those systems to ensure that they are Year
2000 compliant may cause the integrated system to fail. Any Year 2000 problems
with our products and implementations that are not satisfactorily corrected
could hurt our business and financial results.

         We believe that the purchasing patterns of customers and potential
customers may be affected by Year 2000 issues in a variety of ways. Expenditures
by many companies to address Year 2000 issues may result in reduced funds
available to purchase software products such as those that we offer. Potential
customers may also choose to defer purchasing Year 2000 compliant products until
they believe it is absolutely necessary, thus potentially resulting in stalled
market sales within the industry. Conversely, Year 2000 issues may cause
companies to accelerate purchases, thereby causing an increase in short-term
demand and a consequent decrease in long-term demand for software products.
Additionally, Year 2000 issues could cause a significant number of companies,
including our customers, to reevaluate their current software needs and as a
result switch to other systems or

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suppliers. Any of the foregoing could hurt our business and financial results.
Please see Item 7: "Management's Discussion and Analysis of Financial Condition
and Results of Operation--Year 2000 Readiness."

         In addition, Year 2000 non-compliance in our internal information
technology, or IT, systems and non-IT systems on which our operations rely could
hurt our business and financial results. In spite of our best efforts to upgrade
our systems, we may still face Year 2000 compliance issues.

WE MAY NOT BE ABLE TO CONTINUE TO COMPETE SUCCESSFULLY WITH OTHER COMPANIES

                  The market for our products is intensely competitive,
fragmented and subject to rapid change. Because our principal products are call
management systems, which include both software applications and hardware, we
compete with a variety of companies that provide these components independently
or as an integrated system. We may not be able to compete successfully against
current and future competitors and competitive pressures faced by us could hurt
our business and financial results. Our primary competitors in the field of
integrated inbound/outbound telephony-based call management systems are Davox
Corporation, or Davox; EIS International, Inc., or EIS; and Mosaix
International, Inc., or Mosaix. We compete primarily against Davox and Mosaix in
the collections segment of the outbound call management systems market, and
against EIS in the telemarketing and telesales segments of the inbound/outbound
call management systems market. We also compete in the CTI segment of the
market, where principal competitors include Firstwave Technologies, Inc.,
Genesys Telecommunications Laboratories, Inc., GeoTel Communications
Corporation, Information Management Associates, Inc., and Quintus Corporation,
among others. Some of our competitors may align themselves with
telecommunications equipment providers, such as providers of private branch
exchange, or PBX, and automatic call distribution, or ACD, equipment, other
telecommunications equipment providers or other vendors in an effort to increase
sales potential for their products. We may also face additional direct
competition from PBX/ACD vendors, other telecommunications equipment providers,
telecommunications service providers, computer hardware and software vendors and
others. We may also face competition from non-traditional competitors in the
emerging computer telephony market. These competitors may include Interactive
Intelligence Inc., Oracle Corporation, IBM and others. We generally face
competition from one or more of our principal competitors on major installations
and believe that price is a major factor considered by our prospective
customers. Increased competition has contributed significantly to price
reductions, and we expect these price reductions to continue. In addition,
increased competition may result in reduced operating margins and loss of market
share. Many of our current and potential competitors have significantly greater
financial, technical, marketing and other resources than we do. As a result,
they may be able to respond more quickly to new or emerging technologies and
changes in customer requirements, or to devote greater resources to the
development, promotion and sale of their products than we could.

         The market for our internet based products is new and rapidly evolving,
and is expected to become increasingly competitive as current competitors expand
their product offerings and new companies enter the market. The principal
competitive factors in the community and e-commerce software and services market
include adherence to emerging Web-based technology standards; comprehensiveness
of applications; reliability and security; adaptability, flexibility and
scalability; real-time, interactive capability with customers, partners, vendors
and suppliers; integration with a variety of communications media; ease of use;
ease of implementation; customer service and support; and price. Although we
believe that we currently compete favorably with respect to these factors, there
can be no assurance that we can maintain our competitive position against
current and potential competitors, especially those with longer operating
histories, greater name recognition and substantially greater financial,
technical, marketing, management, service, support and other resources. We
expect that these solutions will continue to be a principal source of
competition for the foreseeable future.

         We face competition in the community market from Web Crossing, O'Reilly
Web Board, The Palace Server and Koz iChat and our competitors in the live
interaction market include Webline, Kana Communications, eGain, Acuity and
Business Evolutions, Inc. In addition, traditional call center software
providers and customer relationship vendor managers are trying to penetrate the
interactive communication market by joining with established strategic partners
in the industry.


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We also may face competition from systems integrators which design and develop
custom systems and perform custom integration. Some of these firms may possess
industry-specific expertise or reputations among potential customers for
offering enterprise solutions to e-commerce needs. These systems integrators may
be resellers of our products and may engage in joint marketing and sales efforts
with us. We rely on these firms for recommendations of our products during the
evaluation stage of the purchase process, as well as for implementation and
customer support services. These systems integrators may have similar, and often
more established, relationships with our competitors, and there can be no
assurance that these firms will not develop, market or recommend competing
software applications.

OTHER COMPANIES MAY CLAIM THAT OUR PRODUCTS INFRINGE THEIR INTELLECTUAL PROPERTY
RIGHTS.

We cannot assure that third parties will not claim that we are infringing their
intellectual property rights. We expect that software product developers will
increasingly be subject to infringement claims as the number of products and
competitors in our industry grows and the functionality of products in different
industry segments overlaps. In furtherance of the development of our services or
products, we may need to acquire licenses for intellectual property to avoid
infringement of a third party's product. Such licenses may not be available on
commercially reasonable terms, if at all. We also cannot assure that former
employees of our present and future employers will not assert claims that such
employees have improperly disclosed confidential or proprietary information to
us. Any such claims, with or without merit, could be time consuming to defend,
result in costly litigation, divert management's attention and resources, cause
product shipment delays or require us to pay money damages or enter into royalty
or licensing agreements. Such royalty or licensing agreements may not be
available on terms acceptable to us, if at all. In the event of a successful
claim of product infringement against us and our failure or inability to license
the infringed or similar technology, our business, operating results and
financial condition could be materially and adversely affected.

OUR FAILURE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS MAY ADVERSELY AFFECT US

         We rely on a combination of patent, copyright, trade secret and
trademark laws, confidentiality procedures and contractual provisions to protect
our proprietary rights in our products and technology. These measures may not be
adequate to protect our trade secrets and proprietary technology. Further, we
may be subject to additional risks as we enter into transactions in countries
where intellectual property laws are not well developed or are poorly enforced.
Legal protections of our rights may be ineffective in such countries. If we must
engage in litigation to defend and enforce our intellectual property rights,
either domestically or in other countries, we could face substantial costs and
diversion of resources, regardless of the final outcome of such litigation.
Despite our efforts to safeguard and maintain our proprietary rights both in the
United States and abroad, we may not be successful in doing so and the steps we
take in this regard may not be adequate to deter misappropriation or independent
third-party development of our technology or to prevent an unauthorized third
party from copying or otherwise obtaining and using our products or technology.
Others may independently develop similar technologies or duplicate any
technology developed by us.

         With certain exceptions, we historically have not actively pursued
infringements of our patents, and any future attempt by us to enforce our
patents might not be successful or result in royalties that exceed the cost of
such enforcement efforts. We may not be able to detect all instances of
infringement. We have entered into agreements with certain of our distributors
giving them a limited, non-exclusive right to use portions of our source code to
create foreign language versions of our products for distribution in foreign
markets. In addition, we have entered into agreements with a number of our
customers requiring us to place our source code in escrow. These escrow
arrangements typically provide that these customers have a limited,
non-exclusive right to use this code in the event that there is a bankruptcy
proceeding by or against us, if we cease to do business or if we fail to meet
our support obligations. These arrangements may increase the likelihood of
misappropriation by third parties. As the number of call management software
applications in the industry increases and the functionality of these products
further overlaps, software development companies like us may increasingly become
subject to claims of infringement or misappropriation of the intellectual
property rights of others. Although we believe that our software components and
other intellectual property do not infringe on the intellectual property rights
of others, we still face the risk that such a claim will be asserted against us
in the future, that assertion of such claims will result in litigation and that
we


<PAGE>   8

might not prevail in such litigation or be able to obtain a license for the use
of any infringed intellectual property from a third party on commercially
reasonable terms. Furthermore, litigation, regardless of its outcome, could
result in substantial cost to us, divert management's attention from our
operations and delay customer purchasing decisions.

OUR SUCCESS DEPENDS ON OUR KEY EXECUTIVES

         Our success will depend in large part upon the continued availability
of the services of our senior executives, including Aleksander Szlam, our
Chairman and Chief Executive Officer. Although we have an employment agreement
with Mr. Szlam, the agreement does not obligate him to continue his employment
with us. We might not be able to retain the services of Mr. Szlam. We do not
maintain key man life insurance on Mr. Szlam.

ONLINE SECURITY BREACHES COULD HARM OUR BUSINESS.

         A party that is able to circumvent our security systems or the security
systems of our customers could steal proprietary information or cause
interruptions in our operations. Security breaches also could damage our
reputation and expose us to a risk of loss or litigation and possible liability.
Our insurance policies have coverage limits and exclusions that may prevent
reimbursement for losses caused by security breaches.

         Furthermore, our servers may be vulnerable to computer viruses,
physical or electronic break-ins and similar disruptions. We may need to expend
significant additional capital and other resources to protect against security
breaches or to alleviate problems caused by any breaches. We cannot assure that
we can prevent all security breaches.

IF INTERNET USAGE DECREASES, OUR BUSINESS COULD BE MATERIALLY ADVERSELY
AFFECTED.

         Our future success is substantially dependent on the continued growth
in the use of the Internet and e-commerce. The Internet is relatively new and is
rapidly evolving. Our business would be adversely affected if Internet usage and
e-commerce does not continue to grow. Growth in Internet usage and e-commerce
may be inhibited for a number of reasons, such as:

-        the Internet infrastructure may not be able to support the demands
         placed on it, or its performance and reliability may decline as usage
         grows;

-        security and authentication concerns with respect to transmission over
         the Internet of confidential information, such as credit card numbers,
         and attempts by unauthorized computer users, commonly referred to a
         hackers, to penetrate online security systems; and

-        privacy concerns, such as those related to the placement by Web sites
         on a user's hard drive without the user's knowledge or consent of
         certain information to gather user information, known as "cookies."

RISKS RELATED TO OUR INDUSTRY

WE MAY BE SUBJECT TO CHANGING GOVERNMENTAL REGULATIONS

         Federal, state or foreign agencies may and have adopted laws or
regulations affecting the use of outbound call processing systems as well as the
Internet as a commercial medium. These laws or regulations could limit the
market for our products, which could materially adversely affect our business,
operating results and financial condition. Although many of these laws or
regulations may not apply to our business directly, we expect that laws and
regulations relating to user privacy, pricing, content and quality of products
and services could indirectly affect our business. It is possible that these
laws or regulations could expose companies involved in outbound call processing
systems as well as e-commerce to liability, which could limit the growth of
commerce on the Internet generally.


<PAGE>   9

THE APPLICATION OF SALES AND OTHER TAXES TO ONLINE COMMERCE COULD ADVERSELY
AFFECT DEMAND FOR OUR PRODUCTS AND SERVICES

         The application of sales and other taxes by state and local governments
to online commerce is uncertain and may take years to resolve. In particular,
the federal government and a number of states are currently reviewing the
appropriate tax treatment of online commerce, and new federal laws or state tax
regulations may subject online commerce to additional state sales and income
taxes. Any adverse impact on the growth of online commerce may reduce the sales
of our software and adversely affect our revenues and earnings.


RISKS RELATED TO THE MARKET FOR OUR SECURITIES

OUR OPERATING RESULTS COULD FLUCTUATE, CAUSING OUR STOCK PRICE TO FALL

         Our revenues and operating results could vary substantially from
quarter to quarter. If our quarterly revenues or operating results fall below
the expectations of investors or public market analysts, the price of our common
stock could fall substantially. Our quarterly revenues and operating results may
vary as a result of a number of factors, including:

         -        changes in the demand for our products;

         -        the level of product and price competition;

         -        the length of our sales and implementation process;

         -        our ability to control costs;

         -        the size and timing of individual transactions;

         -        the mix of products and services sold;

         -        software defects and other product quality problems;

         -        any delay in or cancellation of customer installations;

         -        our success in expanding our direct sales force and indirect
                  distribution channels;

         -        the timing of new product introductions and enhancements by us
                  or our competitors;

         -        customer order deferrals in anticipation of enhancements or
                  new products offered by us or our competitors;

         -        changes in foreign currency exchange rates;

         -        customers' fiscal constraints; and

         -        general economic conditions.

         In addition, a limited number of relatively large customer orders has
accounted for and is likely to continue to account for a substantial portion of
our total revenues in any particular quarter. Any delay or deferral of customer
orders may cause significant variations in our operating results from quarter to
quarter. A high percentage of our costs are for staffing and operating expenses
and are fixed in the short term based on anticipated revenue levels.


<PAGE>   10

Therefore, variations between anticipated order dates and actual order dates, as
well as non-recurring or unanticipated large orders, can cause significant
variations in our operating results from quarter to quarter.

OUR CHARTER AND BYLAWS AND GEORGIA LAW MAY INHIBIT A TAKEOVER OF ESHARE

         The Board of Directors has authority to issue up to 20,000,000 shares
of preferred stock and to fix the rights, preferences, privileges and
restrictions, including voting rights, of the preferred stock without further
vote or action by our shareholders. The rights of the holders of our common
stock will be subject to, and may be adversely affected by, the rights of the
holders of preferred stock that may be issued in the future. While we have no
present intention to issue shares of preferred stock, such issuance could have
the effect of making it more difficult for a third party to acquire a majority
of our outstanding voting stock. In addition, our charter and bylaws contain
provisions that may discourage proposals or bids to acquire us. These provisions
could have the effect of making it more difficult for a third party to acquire
control of us and adversely affect prevailing market prices for our common
stock.

OUR STOCK PRICE HAS BEEN VOLATILE

         The market price of our common stock could be subject to significant
fluctuations in response to variations in quarterly operating results and other
factors. In addition, the securities markets have experienced significant price
and volume fluctuations from time to time that have often been unrelated or
disproportionate to the operating performance of particular companies. Any
announcement with respect to any adverse variance in revenue or earnings from
levels generally expected by securities analysts or investors for a given period
would have an immediate and significant adverse effect on the trading price of
the common stock. In addition, factors such as announcements of technological
innovations or new products by us, our competitors or third parties, rumors of
such innovations or new products, changing conditions in the market for call
center systems, changes in estimates by securities analysts, announcements of
extraordinary events, such as acquisitions or litigation, or general economic
conditions may have a significant adverse impact on the market price of the
common stock.

OUR PRINCIPAL SHAREHOLDER CONTINUES TO CONTROL OUR AFFAIRS

         Aleksander Szlam, our Chairman of the Board, Chief Executive Officer
and principal shareholder, is the beneficial owner of approximately 50.1% of the
outstanding shares of our common stock. Accordingly, Mr. Szlam is in a position
to control our affairs through his ability to control any election of members of
our Board of Directors, as well as any decision whether to merge or sell our
assets, to amend our charter and bylaws, or to take other actions requiring the
vote or consent of our shareholders. This concentration of ownership could also
discourage bids for the shares of common stock at a premium to, or create a
depressive effect on, the market price of the common stock.