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FACTORS THAT COULD CAUSE OR CONTRIBUTE TO THE OUR ACTUAL RESULTS DIFFERING MATERIALLY FROM THOSE DISCUSSED HEREIN AND IN ANY FORWARD LOOKING STATEMENT OR FOR THE PRICE OF OUR COMMON STOCK TO BE AFFECTED ADVERSELY INCLUDE BUT ARE NOT LIMITED TO: WE HAVE A HISTORY OF OPERATING LOSSES WHICH ARE LIKELY TO CONTINUE IN THE FUTURE. Our auditors have included an explanatory paragraph in their report of Independent Public Accountants included in our audited financial statements included elsewhere in this report for the years ended December 31, 2000, 1999 as previously restated and 1998, respectively, to the effect that our losses from operations for the year ended December 31, 2000, and the working capital deficit and the retained deficit at December 31, 2000 raise substantial doubt about our ability to continue as a going concern. We have incurred significant losses in two of the last three years. We have historically financed our activities through working capital provided from operations, loans and the private placement of our debt and equity securities. As of December 31, 2000, our retained deficit was 41. 4 million.

The Company prepares its statements of cash flows using the indirect method as prescribed by Statement of Financial Accounting Standards (SFAS) No. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. NEW AUTHORITATIVE PRONOUNCEMENTS. In June 1999, the Financial Accounting Standards Board (quot;FASBquot;) issued SFAS No.]