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                                                                    Exhibit 99.1

                              CAUTIONARY STATEMENT


     FieldWorks, Incorporated ("FieldWorks" or the "Company"), or persons acting
on behalf of the Company, or outside reviewers retained by the Company making
statements on behalf of the Company, or underwriters, from time to time, may
make, in writing or orally, "forward-looking statements" as defined under the
Private Securities Litigation Reform Act of 1995 (the "Act") and incorporated in
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. This Cautionary Statement is for
the purpose of qualifying for the "safe harbor" provisions of the Act and is
intended to be a readily available written document that contains factors which
could cause results to differ materially from those projected in such
forward-looking statements. These factors are in addition to any other
cautionary statements, written or oral, which may be made or referred to in
connection with any such forward-looking statement.

     The following matters, among others, may have a material adverse effect on
the business, financial condition, liquidity, results of operations or
prospects, financial or otherwise, of the Company. Reference to this Cautionary
Statement in the context of a forward-looking statement shall be deemed to be a
statement that any one or more of the following factors may cause actual results
to differ materially from those which might be projected, forecast, estimated or
budgeted by the Company in such forward-looking statement or statements:

UNCERTAINTY OF MARKET ACCEPTANCE

     The field force automation market for rugged computing platforms is a
relatively new, limited sector of the portable computer market. The Company's
success will depend upon increasing the market acceptance of its two current
series of products, which are both heavier and more expensive than most consumer
portable personal computers. There can be no assurance that the Company's
current or new products will gain widespread acceptance or that the Company will
generate sufficient sales to allow the Company to attain profitable operations.
In addition, the failure of the rugged computing platform market to expand would
have a material adverse effect on the Company's business, financial condition
and results of operations.


COMPETITION

     The Company believes that it currently occupies a niche in the portable
computer market with its rugged computing platforms. The Company currently faces
direct competition in this market niche from companies producing portable
computers intended for field use such as Dolch Computer Systems, Getac
Corporation, XL Computing Corporation (a subsidiary of Cycomm International,
Inc.), Itronix Corporation, Kontron Elektronik Corporation (a subsidiary of
Kontron Elektronik GmbH) and Panasonic Personal Computer Company. To the extent
FieldWorks and its direct competitors expand and develop this market niche,
other manufacturers may turn their attention to this niche and begin to produce
products directly competitive with those offered by the Company. The Company's
computing platforms also face indirect competition from a variety of different
companies and products, including consumer portable personal computers,
customized portable personal computers and single-purpose diagnostic and data
collection instruments.

     Both the computer industry and the diagnostic and data collection
instrument industry are intensely competitive. Many of the companies that
produce or may produce devices that compete, directly or indirectly, with the
Company's products have substantially greater financial, technological and
marketing resources than the Company. Among other effects, increased competition
may require the Company to reduce the prices it charges for its products. There
can be no assurance that the Company will be able to compete effectively against
current or future competitors, or that such competitors will not succeed in
adapting more rapidly and effectively to changes in technology or in the market
or in developing or marketing products that will be more widely accepted.
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RISK OF TECHNOLOGICAL OBSOLESCENCE

     Both the computer industry and the diagnostic and data collection
instrument industry are characterized by rapid technological change, including
changes in customer requirements, frequent new product introductions and
enhancements, and evolving industry standards. The Company's success will depend
in part on its ability to keep pace with technological developments and emerging
industry standards and to respond to customer requirements by enhancing its
current products and developing and introducing new products. Failure to
anticipate or respond rapidly to advances in technology and to adapt the
Company's products appropriately could have a material adverse effect on the
success of the Company's products and thus on the Company's business, financial
condition and results of operations. Similarly, failure to institute and
maintain effective policies intended to prevent the building of an inventory of
parts that have become obsolete will require the Company to write off portions
of such inventory as was done in 1997, 1996 and 1995. Any significant future
write-offs could have an adverse effect on the Company's financial condition.
Technological advances may also increase the level of competition in the rugged
computing platform market.


RISKS ASSOCIATED WITH MANAGING GROWTH

     If the Company is to grow successfully, it must increase its manufacturing
output and capacity significantly. The anticipated growth of the Company's
operations will place significant strain not only on the manufacturing resources
of the Company, but also on the Company's management, sales and marketing,
operating and financial systems and resources. If such growth occurs, the
Company may encounter difficulties, including problems involving lower than
projected production rates, disrupted quality control and assurance, decreased
product reliability, increased manufacturing costs, difficulties in maintaining
internal-accounting controls, malfunctioning of existing and new equipment,
insufficient or untimely component supplies and shortages of personnel. There
can be no assurance that the Company will be able successfully to plan for or
manage increased production and marketing of its products. The failure to do so
could have a material adverse effect on the Company's business, financial
condition and results of operations.

     The Company has moved into expanded production and administrative
facilities in the fourth quarter of 1997 and first quarter of 1998. As a result
of moving its operations, the Company may encounter difficulties that could
impair the Company's operations, including, among others, cost overruns,
malfunctioning of new or moved equipment, production inefficiencies due to
facility design or lack of familiarity with the new facilities, disrupted
quality control. and assurance as a result of the move and resulting decreased
product reliability. Any such difficulties could have an adverse effect on the
Company's business, financial condition and results of operations.


RISKS ASSOCIATED WITH DEVELOPING SALES CHANNELS

     The Company is engaged in building its sales organization and refining its
sales strategies. Failure to develop this sales organization sufficiently or to
implement appropriate sales strategies in a timely manner could have a material
adverse effect on the Company's business, financial condition and results of
operations.

     The Company distributes a substantial portion of its products through
independent sales representatives and distributors. The Company also sells its
products to original equipment manufacturers (OEMs), value-added-resellers
("VARs") and systems integrators. The success of the Company is dependent in
large part upon the performance of these resellers, many of whom may also carry
competitive products, and on its ability to attract new resellers. The Company
operates pursuant to written agreements, most of which may be terminated by the
reseller on 30 days' written notice with or without cause. The loss of the
Company's major resellers or a failure to make acceptable arrangements with
resellers in new markets could have a material adverse effect on the Company's
business, financial condition and results of operations.
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DEPENDENCE ON THIRD-PARTY MANUFACTURERS

     Although the Company performs some mechanical subassembly and all final
assembly of its products, the Company relies on subcontract manufacturers to
produce a number of subassemblies. Utilization of subcontract manufacturers
results in dependence on the timely delivery of high quality products from these
manufacturers and may leave the Company with less flexibility and control over
the manufacturing process than if it conducted all of these operations
internally. There can be no assurance that the timely delivery of quality
subassemblies will not be interrupted. Any interruption in the timely supply of
quality subassemblies could have a material adverse effect on the Company's
ability to deliver its products until acceptable arrangements could be made with
a qualified alternative subassembly manufacturer. There can be no assurance that
the Company would be able to reach an arrangement with such a manufacturer at
acceptable prices and adequate quality levels on a timely basis. If the Company
were unable to do so, such an interruption could have a material adverse effect
on the Company's business, financial condition and results of operations.


DEPENDENCE ON AVAILABILITY OF COMPONENTS

     The Company's rugged computing platforms employ a number of components not
generally used in off-the-shelf personal computers, such as special hard disk
drives, CD-ROM drives, floppy disk drives, displays and power supplies. There
can be no assurance that such components will continue to be produced. Further,
a number of components contained in the Company's products are single sourced.
While the Company believes that there are other companies that could provide
these components, changing suppliers can create uncertainty and be costly and
time-consuming. In the event that the Company could not obtain adequate or
timely quantities of necessary components from its current suppliers, there can
be no assurance that the Company would be able to identify or access alternative
sources of such components within a reasonable period of time, on acceptable
terms, or at all. Some of the Company's current vendors use tools that have been
designed for and are the property of the Company. If the Company were required
to change suppliers for these components, it would need either to move the
necessary tools or to obtain new tools, either of which could entail significant
cost and delay. Moreover, the Company's buying power, may be limited by its
small size, and the Company may receive less favorable allocations and other
terms such as price, timing or other factors than larger companies buying from
the same suppliers. The unavailability of adequate quantities, the inability to
develop alternative sources, a reduction or interruption in supply or a
significant increase in the price of components could have a material adverse
effect on the Company's ability to manufacture and market its products.


FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

     The Company's operating results may vary significantly from quarter to
quarter due to such factors as long customer sales cycles, changes in customer
buying patterns, the timing of the introduction of new products by the Company
or its competitors, the tactics of the Company's competitors, technological
developments affecting the rugged computing platform market, and the overall
strength of the economy. The Company has experienced some fluctuations in the
orders for its products due to long sales cycles in connection with sales to
many of its customers, especially those that are government agencies or large
corporations, and also believes that such customers may place orders that are
disproportionate in size compared to the Company's other orders. Furthermore, a
decision by a customer to return a large order, or a decision by a customer to
return a smaller order that had been customized such that it could not easily be
resold, could have an adverse impact on the Company's results in any quarter.
All of these factors, along with the uncertainties associated with the
introduction of any new product or product enhancement, in gauging ultimate
customer demand, and in predicting general trends in the market for the
Company's products, may limit management's ability to plan for production and to
forecast quarterly results of operations accurately. The Company's operating
results for any particular quarter are not necessarily indicative of results
that the Company may achieve for any subsequent quarter or full year.
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DEPENDENCE ON INTELLECTUAL PROPERTY

     The Company's success will depend in part on its ability to protect its
proprietary rights and to operate without infringing on the proprietary rights
of third parties. As of January 4, 1998 no patents have been issued to the
Company. The Company has filed two U.S. patent applications covering various
aspects of its 7000 Series Field Workstation laptop computing platforms and its
5000 Series Field Work Station notebook computing platforms and the technology
incorporated in such platforms and a Patent Cooperation Treaty ("PCT")
application covering various aspects of the 5000 Series, and the Company may
apply for additional patents in the future. There can be no assurance that any
of the Company's current or future patent applications will result in issued
patents, that the scope of the claims in any patents issued to the Company will
prevent competitors from introducing competitive products or that any patents
issued to the Company would be enforceable if challenged. In addition, even if
patents for which the Company has applied or applies in the future are
ultimately issued, other parties may hold or receive patents that contain claims
covering other technology included in the Company's current or future products
that could hinder or prevent the sale of the Company's products or require the
Company to obtain licenses to such technology, which might not be available an
acceptable terms or at all.

     In addition to patents, the Company intends to rely upon unpatented trade
secrets and know-how and on the expertise of its employees. Although the Company
believes that it has in the past taken, and intends in the future to take,
appropriate steps to protect its unpatented proprietary rights, including
requiring that its employees and third parties granted access to the Company's
proprietary technology enter into confidentiality agreements with the Company,
there can be no assurance that these measures will be sufficient to protect the
Company's rights against third parties. Likewise, there can be no assurance that
others will not independently develop or otherwise acquire unpatented
technologies or products similar or superior to those of the Company.

     The Company claims trademark rights in five marks used in connection with
its products in the United States trademarks and filed for registration in June
1996. United States trademark rights are acquired by use rather than by
registration, and there can be no assurance that others do not have conflicting
or superior rights to the Company's trademarks. The Company is aware that there
are third parties that have claimed or may claim superior rights, in certain
territories in the United States, to the use of certain of the marks in which
the Company claims rights; there can thus be no assurance that no third party
will contest the Company's right to use or register its trademarks. In addition,
the U.S. Patent and Trademark Office can deny registration to trademarks that it
determines are "merely descriptive" or "generic". There can thus be no assurance
that. any of the trademarks covered by the Company's applications for
registration will be found registrable, that registrations will issue, or that
the Company can support the cost of defense of its trademarks.

     The Company licenses' from third parties certain software that it includes
in its products. If any such licenses were terminated, the Company could be
required to license similar software from other third parties; there can be no
assurance that the Company could do so in a timely fashion, on acceptable terms,
or at all.

     The high technology area frequently features disputes over intellectual
property. The Company may in the future be required to defend its intellectual
property rights against infringement, duplication, discovery and
misappropriation by third parties or to defend itself against third-party claims
of infringement. Likewise, disputes may arise in the future with respect to
ownership of technology developed by employees who were previously employed by
other companies. Any such litigation or disputes could result in substantial
costs to, and a diversion of effort by, the Company. An adverse determination
could subject the Company to significant liabilities to third parties, require
the Company to seek licenses from or pay royalties to third parties or require
the Company to develop appropriate alternative technology. There can be no
assurance that any such licenses would be available on acceptable terms or at
all, or that the Company could develop alternate technology at an acceptable
price or at all. Any of these events could have a material adverse effect an the
Company's business, financial condition and results of operations.
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NEED TO ATTRACT AND RETAIN KEY PERSONNEL

     The success of the Company is dependent on its ability to attract and
retain personnel needed for its business. The Company's personnel needs include
highly trained personnel for such areas as management, sales and engineering.
Qualified individuals in such areas are in high demand and are often subject to
competing employment opportunities. In addition, as the Company increases its
product offering, production and sales levels, it will need to attract and
retain additional qualified skilled and unskilled workers for its manufacturing
and related operations. In recent years there has been great demand for
qualified skilled and unskilled employees in the Minneapolis area, where the
Company's manufacturing operations are located. There can be no assurance that
the Company will be successful in attracting and retaining the personnel needed
for its business. Any failure to do so would adversely affect the Company's
business, financial condition and results of operations.


RISKS ASSOCIATED WITH INTERNATIONAL SALES

     In the year ended January 4, 1998, international sales of the Company's
products represented approximately 25% of the Company's net sales. International
sales are subject to inherent risks, including longer payment cycles, greater
difficulty or delay in accounts receivable collection, U.S. and foreign import
and export restrictions and tariffs, the burdens of complying with a variety of
foreign laws, potentially adverse tax consequences, potentially inadequate
protection of intellectual property rights, restrictions on repatriation of
earnings, and exposure to increased political and economic instability. In
addition, the Company's net receipts from international sales are typically
lower than net receipts from domestic sales as the result of the Company bearing
some of the cost of foreign import tariffs and the time required to collect
foreign sales receivables is generally longer than that required for domestic
receivables. The loss of a key foreign distributor or the inability to maintain
a foreign distribution network could have an adverse effect on the Company's
business, financial condition and results of operations.

     All of the Company's export sales are currently denominated in United
States dollars. An increase in the value of the United States dollar relative to
foreign currencies could make the Company's products more expensive and,
therefore, potentially less competitive in foreign markets. In the future, if
the Company's export sales were to be denominated in local currencies, foreign
currency translations may contribute to significant fluctuations in the
Company's financial condition and results of operations. If for any reason
currency exchange or price controls or other restrictions on foreign currencies
were imposed, the Company's business, financial condition and results of
operations could be materially adversely affected.


FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FUNDING

     In order to meet its needs beyond the end of 1998, the Company may be
required to raise additional capital. There can be no assurance that sufficient
capital will be available if and when required on terms acceptable to the
Company, if at all. Any additional equity financing may be dilutive to existing
shareholders, and any debt financing may involve restrictive covenants. Failure
to secure additional financing if and when needed could adversely affect the
Company and its operations, including requiring the Company to delay, scale
back, or eliminate market expansion activities and research and development on
existing or new products, or forcing the Company to cease operations entirely.


     The foregoing review of factors pursuant to the Act should not be construed
as exhaustive.