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                                                                    Exhibit 99.1

We desire to take advantage of the "safe harbor" provisions contained in the
Private Securities Litigation Reform Act of 1995 (the "Act"). This Form 10-K/A
and our filings with the Securities and Exchange Commission in general contain
statements, which are intended as "forward-looking statements" within the
meaning of the Act. The words or phrases "expects," "will continue," "is
anticipated," "we believe," "estimate," "projections," "hope," or expressions of
a similar nature denote forward-looking statements. Those statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from historical results or results presently anticipated or
projected. Those risks and uncertainties include those discussed in this Exhibit
99.1. We wish to caution you not to place undue reliance on forward-looking
statements. The factors listed in this Exhibit 99.1 have affected our
performance in the past, and could affect our future performance as well. Those
factors include, but are not limited to, the risk that our recent restructuring
efforts will fail to successfully reorganize and redirect our operations; the
risk that we will be delisted from Nasdaq; the risk that current and potential
litigation expenses and potential awards against us will have a material adverse
affect on our financial performance and on our current board of directors and
management composition; and risks related to recent and expected losses. The
following risk factors are not all inclusive and do not describe many
significant risks associated with us at this time. Anyone deciding to invest in
our common stock will take on financial risk. In deciding whether to invest, you
should carefully consider the factors included in this Exhibit 99.1 and other
information publicly available to you. Investors are strongly cautioned to
examine our recent Securities and Exchange Commission filings and press releases
for more information regarding the company.

Potential Delisting From Nasdaq. Due to the Company's recent low stock prices,
the Company's common stock may be delisted from Nasdaq due to a failure to meet
Nasdaq per share price criteria. If the Company's stock is delisted for any
reason, you would find it difficult to dispose of the Company's common stock. In
addition, the Company's ability to obtain additional financing through the
issuance of common stock or securities convertible into common stock could be
adversely affected.

Restructuring and Management Transition. The Company is experiencing a period of
significant operational restructuring and management transition that has placed,
and may continue to place, a significant strain on its resources, including its
personnel. On December 19, 2000, the Company terminated Melvin Masters for cause
and announced significant employee layoffs. The board of directors has appointed
a new management team to handle the restructuring and transition. The Company's
ability to manage the restructuring and transition successfully will require its
new management personnel to work together effectively and will require the
Company to improve its operations, management and financial systems and
controls. If the Company management is unable to manage this transition
effectively, the Company's business, competitive position, results of operations
and financial condition will be materially and adversely affected.

Recent and Expected Losses; Accumulated Deficit. The Company incurred a net loss
of $16,062,704 for the quarter ended December 30, 2000, and has an accumulated
deficit of

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$28,223,853 as of December 30, 2000. The Company expects to incur losses for the
remainder of its current fiscal year. There can be no assurance that the Company
will not incur additional losses for a longer period, that the Company will
generate positive cash flow from its operations, or that the Company will attain
or thereafter sustain profitability in any future period. To the extent the
Company continues to incur losses or grows in the future, its operating and
investing activities may use cash and, consequently, such losses or growth will
require the Company to obtain additional sources of financing in the future or
to reduce operating expenses.

Litigation. The Company is currently engaged in significant litigation with its
former CEO and Chairman Melvin Masters, certain of its shareholders and
Manugistics, Inc., a large software company. The expenses related to such
ongoing litigation have been, and will likely continue to be, significant and
the litigation will also likely divert the attention of management from the
daily operations of the Company. There can be no assurance that the Company will
be successful in any of these lawsuits and even if it is successful, that the
expenses related to such litigation will not materially adversely impact the
Company's financial condition. If the Company is unsuccessful in any of the
lawsuits, the Company could be required to pay significant awards and/or
damages that could materially adversely affect the Company.

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