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                                                                    EXHIBIT 99.1

                              CAUTIONARY STATEMENT

     FieldWorks, Incorporated ("we" or "us"), or persons acting on our behalf,
or outside reviewers we have retained who are making statements on our behalf,
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 the 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 forward-looking statement.

     The following matters, among others, may have a material adverse effect on
our business, financial condition, liquidity, results of operations or
prospects, financial or otherwise. 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 that we have projected, forecast, estimated or budgeted in
any forward-looking statement or statements:

                         Risks Related to Our Operations

We have a history of losses and expect to continue to generate losses in the
future.

     As of January 2, 2000, we had an accumulated deficit of $19.8 million. We
have not achieved profitability and, as the result of computing solution
development and initiatives to reduce the cost of our products, we expect to
continue to incur net losses through at least 2000. We expect to continue to
incur significant operating expenses and, as a result, will need to generate
significant revenues to achieve profitability, which may not occur. Even if we
do achieve profitability, we may be unable to sustain or increase profitability
on a quarterly or annual basis in the future.

We cannot assure you that we will generate sufficient sales to allow us to
operate profitably

     The market for the kind of computing platforms and solutions we sell is
relatively new and limited. The rugged computing platforms that we use are both
heavier and more expensive than most consumer portable personal computers. Our
success will depend upon our ability to expand the professional services and
solutions we offer, penetrate our key vertical markets of
transportation/trucking, heavy equipment, public service and
government/military, and increase the market acceptance of our solutions and
products. We cannot assure you that our current or new products will gain
widespread acceptance or that we will generate sufficient sales to allow us to
operate profitably. We will in particular suffer adverse effects if the market
for the kind of computing solutions and products we sell does not expand.

Our ability to develop solutions around our rugged platforms will influence our
ability to compete in the marketplace

     In the past year we have begun to shift our business focus from producing
hardware to designing and implementing full computing solutions. These computing
solutions are intended for use in service bay, test and measurement, and
logistics management applications in the trucking, public services, heavy
equipment and government/military industries worldwide. To produce these
solutions, we combine appropriate hardware, software and peripherals and also
provide service and support. To succeed with this new approach, we will need to
design, develop, conceptualize and support computing solutions that address the
needs of these vertical markets. We cannot guarantee that we will be able to do
this in a timely, cost-effective manner or that our target markets will accept
the solutions that we do introduce.
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We have only limited experience with our solutions-based business model

     We began to shift our business focus in early 1999. For us, this means that
we have only limited experience in operating a solutions-based business from
which to evaluate our business prospects and analyze the risks and uncertainties
that we face. For you, this means that you have limited historical information
from which to evaluate our prospects.

We depend on third-party manufacturers to produce our products

     We depend on third-party manufacturers to manufacture and assemble our
products. This results in dependence on the timely delivery of high quality
products from these manufacturers and may leave us with less flexibility and
control over the manufacturing process than if we conducted these operations
internally. These manufacturers (including the manufacturers of subassemblies
included in our final products) may not timely deliver the items they are
expected to produce. Any occurrence of this sort could compromise our ability to
deliver our products and solutions in a timely fashion. It could also require us
to make alternative arrangements, which might not be available on acceptable
terms or on a timely basis. If we were unable to make alternative arrangements,
our business and financial condition could suffer.

     We have only recently changed from internally manufacturing our final
products to employing third parties to do so. Therefore we do not have
long-standing relationships or experience with our third-party manufacturers.

Our business may suffer if we do not design and implement appropriate new sales
and marketing strategies in a timely manner

     As we shift our business focus from producing hardware to designing and
implementing full computing solutions, we are also working to build our internal
sales organization, retrain our sales personnel and refine our sales and
marketing strategies. Our business may suffer if we do not design and implement
appropriate strategies in a timely manner. Our business may also suffer if, as a
result of the change in our business focus, we are required to replace
significant numbers of our current sales personnel.

Our failure to anticipate or rapidly respond to changing customer demands could
adversely affect our market position

     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. Our success will depend in part
on our ability to keep pace with technological developments and emerging
industry standards and to respond to customer requirements by enhancing our
current products and developing and introducing new solutions and products. Our
market position will be adversely affected if we do not adequately anticipate or
rapidly respond to changes of this type. Technological advances may also
increase the level of competition in our market niche.

Intense competition could reduce our market share and harm our financial
performance

     We occupy a niche in the portable computer market. In this niche, we
currently face direct competition from companies that produce portable computers
intended for field use such as Dolch Computer Systems; Getac Corp.; Itronix
Corp.; Kontron Elektronik Corp., Paravant Computer Systems, Inc.; Motorola,
Inc.; Melard Technologies, Inc.; WPI Husky Computers Inc.; Intermec Technologies
Corp. and Panasonic Personal Computer Company. Our 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. To the extent that we and our
current direct competitors expand and develop the market niche that we currently
service, other manufacturers may turn their attention to it and begin to produce
products directly competitive with those we offer. Many of the companies that
produce or may produce devices that compete or may compete, directly or
indirectly, with ours have greater name recognition, larger client bases and
substantially more

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financial, technological and marketing resources than we do. These factors may
provide them with significant advantages over us. Among other things, these
factors may allow them to adapt more rapidly and effectively to changes in
technology or in the market or to develop or market products that will be more
widely accepted. Competitive pressures could result in reduced market share,
price reductions, reduced margins and increased spending on marketing and
product development, any of which could adversely affect our business.

If we do not adequately manage our inventory we may be required to make
write-offs in the future

     In the past, we have written off portions of our parts inventory that have
become obsolete. If our current policies aimed at preventing a recurrence prove
ineffective, we may be required to do so again. Any significant future
write-offs could have an adverse effect on our financial condition. Our current
effort to outsource all of our assembly operations may increase the risk of an
additional build-up of excess or obsolete inventory that leads to a write-off.

Our business may suffer if we fail to manage growth effectively

     To grow successfully we must increase our professional services and
solutions offerings and also improve the efficiency of our operations. If we
succeed in this, it will place significant strain on our managerial, operational
and financial systems and resources. We may not be able to successfully plan for
or manage increased production and marketing of our products and services. If we
grow, we may encounter difficulties, including:

     o    problems with our manufacturing partners;

     o    disrupted quality control and assurance;

     o    decreased product reliability;

     o    increased costs;

     o    difficulties maintaining internal accounting controls;

     o    malfunctioning of existing and new equipment;

     o    insufficient or untimely component supplies; and

     o    personnel shortages.

If we are unable to manage growth effectively, our business could suffer.

We may not succeed in attracting and retaining the personnel we need for our
business

     Our future success depends substantially on our ability to attract and
retain the personnel we need for our business. Our personnel needs include
highly trained personnel for management, sales and engineering. Qualified
individuals in these areas are in high demand and are often subject to competing
employment opportunities. In recent years there has been great demand for
qualified employees in the Minneapolis area, where our headquarters are located.
We may not succeed in attracting and retaining the personnel we need for our
business.

     We have experienced a high turn-over rate in some of our significant
management positions over the past three years. In that period we have had four
Chief Executive Officers, three Vice Presidents of Sales and Marketing and two
Vice Presidents of Engineering/Operations. Continued high turn-over in these or
similar positions could have an adverse effect on our operations and business.

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Adverse events with respect to our international sales could have an adverse
effect on our business and financial condition

     In the year ended January 2, 2000, international sales represented
approximately 14% of our net sales. International sales are subject to inherent
risks, including:

     o    longer payment cycles;

     o    greater difficulty or delay in accounts receivable collection;

     o    U.S. and foreign import and export restrictions and tariffs;

     o    the burdens of complying with a variety of foreign laws;

     o    potentially adverse tax consequences;

     o    potentially inadequate protection of intellectual property rights;

     o    restrictions on repatriation of earnings; and

     o    exposure to increased political and economic instability.

     All of our 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 our products more expensive and, therefore, potentially
less competitive in foreign markets. In the future, if we were to denominate our
export sales in foreign currencies, our financial condition and results of
operations would become subject to foreign currency translations and the
possibility of currency exchange or price controls or other restrictions on
foreign currencies. If any of these events occurred, or if we lost a key foreign
distributor or were unable to maintain our foreign distribution network, it
could have an adverse effect on our business and financial condition.

We depend on resellers for  our product distribution

     We distribute a substantial portion of our products through independent
sales representatives and distributors. We also sell our products to
value-added-resellers (known as VARs), distributors and systems integrators. Our
success depends in large part upon the performance of these resellers and on our
ability to attract new resellers. Many of our resellers also carry - and may
have incentives to encourage purchase of - competitive products. Most of our
resellers may terminate their written agreements with us with or without cause
by giving us 30 days' written notice. The loss of any of our major resellers or
a failure to make acceptable arrangements with resellers in new markets could
have a material adverse effect on us.

We obtain a number of our components from single sources

     Our 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. We currently
obtain a number of these components from single sources. It could create
uncertainty and be costly and time-consuming if we had to change suppliers. If
we could not obtain adequate or timely quantities of necessary components from
our current suppliers, we might not be able to identify or access alternative
sources within a reasonable period of time, on acceptable terms, or at all. Some
of our current vendors use tools that have been designed for us and are our
property. If we were required to change suppliers for these components, we would
need either to move the necessary tools or to obtain new tools, either of which
could entail significant cost and delay. Moreover, our buying power may be
limited by our small volume and we may receive less favorable allocations and
other terms such as price, timing or other factors than larger companies buying
from the same suppliers. Any of these factors or a significant increase in the
price of components could have a material adverse effect on our ability to
manufacture and market our products.

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Potential fluctuations in our quarterly financial results make financial
forecasting difficult

     Our quarterly operating results may fluctuate significantly in the future
as a result of a variety of factors, many of which are outside our control.
These factors include:

     o    long customer sales cycles (especially for customers that are
          government agencies or large corporations);

     o    changes in customer buying patterns;

     o    orders from significant customers in one quarter that are
          disproportionate in size or value compared to our other orders;

     o    the timing and nature of customer returns;

     o    the timing of the introduction of new products by us or our
          competitors;

     o    our competitors' tactics;

     o    technological developments; and

     o    the overall strength of the economy.

     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 our
products, solutions and services, may limit our ability to plan for production
and to forecast quarterly results of operations accurately. We believe that
quarter-to-quarter comparisons of our operating results may not be a good
indication of our future performance. Stockholders should not rely on our
operating results for any particular quarter as an indication of our future
operating results.

                     Risks Related to Intellectual Property

Failure to protect our intellectual property rights could harm our brand and our
ability to compete effectively

     We rely on a combination of unpatented trade secrets and know-how and on
the expertise of our employees. We do not rely on patented processes or
technologies. The protective steps we have taken may be inadequate to deter
misappropriation of our proprietary information. We may be unable to detect the
unauthorized use of, or take appropriate steps to enforce, our intellectual
property rights. Effective trade secret protection may not be available in every
country in which we offer or intend to offer our products and services.
Likewise, others may independently develop or otherwise acquire unpatented
and/or patented technologies or products similar or superior to ours. We claim
trademark rights in five marks we use in connection with our products in the
United States. We are aware that there are third parties that have claimed or
may claim superior rights, in some U.S. territories, to use marks in which we
claim rights. One or more of these third parties may contest our right to use or
register our trademarks. We do not know whether any of the trademarks covered by
our applications for registration will be found registrable, that registrations
will issue, or that we can support the cost of defense of our trademarks.
Failure to protect our intellectual property adequately could harm our brand and
affect our ability to compete effectively. Defending our intellectual property
rights could also result in the expenditure of significant financial and
managerial resources, which could materially adversely affect our business.

Loss of software licenses could have an adverse effect on us

     We license some of the software that we include in our products from third
parties. If any licensor terminated any of these licenses, we might not be able
to license similar software from another party in a timely fashion, on
acceptable terms, or at all.

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We may have to defend against intellectual property infringement claims, which
could have an adverse effect on us whether or not we prevailed

     Disputes over intellectual property are frequent in the high technology
area. Although we believe that our business activities do not infringe the
intellectual property rights of others, other parties may assert infringement
claims against us or claim that we have violated a patent or other proprietary
right belonging to them. Likewise, disputes may arise in the future with respect
to ownership of technology developed by employees who were previously employed
by other companies. Infringement claims, even if not meritorious, could result
in the expenditure of significant financial and managerial resources. An adverse
determination could subject us to significant liabilities, require us to seek
licenses from or pay royalties to third parties or require us to develop
appropriate alternative technology. We might not be able to do any of these
things on acceptable terms, at an acceptable price, or at all. Any of these
results could materially adversely affect our business.

                    Risks Related to Our Financial Condition

When our line of credit expires in November 2000 we may be unable to renew or
replace it with alternative financing

     Since 1998 we have depended on our line of credit for many of our operating
capital needs. This line of credit expires in November 2000. We may be unable to
renew or replace it on acceptable terms. If this happened, we would have to
repay all amount outstanding at the time (as of March 30, 2000 we had $550,000
outstanding). We might not be able to do so. If we were able to repay all
outstanding amounts, those amounts, coupled with the loss of access to our
credit facility, could adversely affect our financial condition.

We have outstanding $3,000,000 of subordinated notes that mature in September
2001

     We have $3,000,000 of subordinated notes outstanding. These notes mature in
September 2001. We may not be able to refinance these notes when they mature,
thus requiring us to repay them in full. If we are able to do so, the need to
use cash in that manner could adversely affect our financial condition.

Failure to satisfy the covenants under our line of credit would give the lender
the right to require immediate repayment

     Our line of credit facility requires us to satisfy a number of covenants
during fiscal year 2000, including the requirement that we achieve a quarterly
net profit before income tax on a year-to-date basis. If we do not satisfy these
covenants, the lender may request immediate payment of all amounts outstanding
($550,000 as of March 30, 2000). If the lender were to do so, we might not be
able to repay the amounts. Even if we were able to do so, the need to use cash
in that manner, coupled with the loss of access to our credit facility, could
adversely affect our financial condition.

The Nasdaq National Market has initiated delisting proceedings against us

     By means of a letter dated November 24, 1999, the Nasdaq National Market
notified us that we did not meet the continued listing requirement with respect
to net tangible assets. On February 24, 2000, we attended an oral hearing before
a panel authorized by the Nasdaq Stock Market's board of directors at which we
stated our belief that, based on our recent capital raising efforts, we should
satisfy those requirements. Nasdaq has not yet informed us of its final decision
on this matter. If Nasdaq delists our common stock from the National Market, it
may be more difficult for shareholders to trade our common stock. In addition,
it may make future capital-raising efforts on our part more expensive and
time-consuming.

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We expect to need to raise cash during 2000 but may not be able to do so

     To meet our needs during and beyond the end of 2000 and to maintain our net
tangible assets for continued listing on the Nasdaq National Market, we expect
to need to raise additional capital. We may not, however, be able to access
sufficient capital when required on favorable terms, if at all. If we raise
additional funds by issuing equity securities, existing shareholders may
experience dilution in their ownership interest. If we raise additional funds by
issuing debt securities, we may incur significant interest expense and become
subject to covenants that could limit our ability to operate and fund our
business. If we cannot obtain additional funds when required, we may be unable
to realize our current plans and may even be forced to cease operations.

     Our subordinated notes and our agreement with Industrial-Works Holding Co.,
LLC. (the holder of our Series B preferred stock) contain covenants that limit
our ability to incur indebtedness. These covenants may restrict our options for
future financing.

                    Risks Related to Our Corporate Structure

One of our shareholders owns a significant percentage of our outstanding stock
and by virtue of that ownership and various contractual rights has significant
influence over our operations and strategic direction

     One of our shareholders, Industrial-Works Holding Co., LLC (which is
wholly-owned by Glenmount, International, LP), owns or has the right to acquire
up to approximately 27% of our outstanding common stock on a fully diluted basis
(assuming exercise of warrants that Industrial-Works owns and the conversion of
all its outstanding shares of preferred stock). Under the agreement under which
Industrial-Works invested in us, Industrial-Works nominated three of the current
members of our board of directors and in the future has the right to nominate
three people for election. In addition, since we have failed to meet financial
goals specified in the agreement, Industrial-Works may increase the number of
members of our board of directors by two and nominate the two additional
members. Finally, Industrial-Works and shareholders holding approximately 21% of
our outstanding common stock have entered into a voting agreement pursuant to
which those shareholders have agreed, until February 2003, to vote all of their
shares in favor of the election of the nominees designated by Industrial-Works.
These arrangements give Industrial-Works significant influence on our operations
and strategic direction. Industrial-Works' ownership may also have the effect of
delaying, deterring or preventing a change in control or a change in the
composition of our board of directors.

Our charter documents and Minnesota law may discourage a takeover of our company

     Provisions of our articles of incorporation, bylaws and Minnesota law could
make it more difficult for a third party to acquire us, even if doing so would
be beneficial to our shareholders.

We do not intend to pay dividends

     We currently intend to retain any earnings for use in the operation and
expansion of our business and therefore do not anticipate paying any cash
dividends in the foreseeable future.

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