Exhibit 99

       CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
               OF THE PRIVATE SECURITIES LITIGATION REFORM ACT

NVE Corporation is filing this Exhibit 99 to its Quarterly Report on Form 10-Q
to avail itself of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. When used in this Quarterly Report on Form 10-Q,
future filings with the Securities and Exchange Commission, press releases and
in oral statements made with the approval of an authorized executive officer,
the words may, will, expect, anticipate, intend, believe, estimate, should, or
continue or the negatives of these terms or other variations on these words or
comparable terminology are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These types of statements and the facts or events to which they relate express
risks and uncertainties that could cause actual results to differ materially
from historical financial condition, operating results, business prospects or
any other aspect of NVE, and those presently anticipated or projected. We
caution readers that the following important factors, among others, could
affect our financial condition, operating results, business prospects or any
other aspect of NVE, and could cause our actual results to differ materially
from that projected or estimated by us in the forward-looking statements made
by us or on our behalf. Although we have attempted to list below the important
factors which do or may affect our financial condition, operating results,
business prospects or any other aspect of NVE, other factors may in the future
prove to be more important. New factors emerge from time to time and it is not
possible for us to predict all of such factors. Similarly, we cannot
necessarily assess or quantify the impact of each such factor on the business
or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in forward-looking
statements.


RISKS RELATED TO OUR BUSINESS

WE RELY ON GOVERNMENT CONTRACTS FOR A LARGE PERCENTAGE OF OUR REVENUE AND WE
WILL LOSE REVENUE IF GOVERNMENT FUNDING IS REDUCED OR ELIMINATED.
United States government contracts accounted for the majority of our fiscal
2005 revenue. Government agencies may face difficult budget constraints in the
government fiscal year ending September 30, 2006. Government research and
development funding may move away from basic research, which is the area where
most of our contracts are classified, toward near-term development. A material
decrease in government funding research or disqualification as a vendor to the
U.S. government for any reason would cause serious setbacks and would likely
hamper both future research and development activity, as well as related
revenue.

FAILURE TO QUALIFY AS A SMALL BUSINESS UNDER FEDERAL REGULATIONS COULD MAKE US
INELIGIBLE FOR SOME GOVERNMENT-FUNDED RESEARCH GRANTS WHICH COULD HAVE A
SIGNIFICANT IMPACT ON OUR REVENUE AND OUR ABILITY TO MAKE RESEARCH AND
DEVELOPMENT PROGRESS.
Federal regulations place a number of criteria for a business to be eligible to
compete for Small Business Innovation Research (SBIR) awards. Those criteria
include number of employees and ownership structure. While we believe we meet
the criteria, changes in our ownership beyond our control could cause us to
lose our eligibility to compete for SBIR awards, which in turn could have a
material adverse effect on our revenue, profits, and research and development
efforts.


WE MAY LOSE REVENUE IF ANY OF OUR LARGE CUSTOMERS CANCEL, POSTPONE, OR REDUCE
THEIR PURCHASES.
We rely on several large customers for a large percentage of our revenue; these
include Agilent Technologies, Inc., St. Jude Medical, Inc., the United States
Government, Digi-Key Corporation, and certain other distributors. Agilent has
informed us that it has announced signed an agreement to sell its Semiconductor
Product Group (SPG) to Kohlberg Kravis Roberts and Company (KKR) and Silver
Lake Partners. The transaction is expected to close by November 1, 2005. If the
planned sale closes we expect purchase orders placed with us by SPG to be
honored under the new ownership structure, and expect to continue our business
relationship with SPG. In fiscal 2006 we reduced our number of manufacturer's
representatives, which increased our dependence on our North American
distributors. Orders from these large customers can be cancelled, postponed, or
reduced without cause or notice, and the loss of any of these customers could
have a significant impact on our revenue and our profitability.

WE FACE AN UNCERTAIN ECONOMIC ENVIRONMENT IN OUR INDUSTRY THAT COULD ADVERSELY
AFFECT OUR BUSINESS AND OPERATIONS.
The semiconductor market, which is the primary market for our products, has
been subject to sudden downturns in the past. Any future downturn in the
economic environment would likely have a material adverse impact on our
business and revenue.

OUR REPUTATION COULD BE DAMAGED AND WE COULD LOSE REVENUE IF WE FAIL TO MEET
TECHNICAL CHALLENGES REQUIRED TO PRODUCE MARKETABLE PRODUCTS.
Our products use new technology and we are continually researching and
developing product designs and production processes. Our production processes
require control of magnetic and other parameters that are not required in
conventional semiconductor processes. If we are unable to develop stable
designs and production processes we may not be able to produce products that
meet our customers' requirements, which could cause damage to our reputation
and loss of revenue.

OUR FAILURE TO MEET STRINGENT CUSTOMER TECHNICAL REQUIREMENTS COULD RESULT IN
THE LOSS OF KEY CUSTOMERS AND POTENTIALLY REDUCE OUR SALES.
Some of our customers, including Agilent, St. Jude Medical, and Starkey
Laboratories, have stringent technical requirements which require our products
to pass certain test and qualification criteria before they are accepted by
such customers. Failure to meet those criteria could result in the loss of
current sales revenue, customers and future sales.

OUR SENSORS ARE INCORPORATED INTO MEDICAL DEVICES, WHICH COULD EXPOSE US TO A
RISK OF PRODUCT LIABILITY CLAIMS AND SUCH CLAIMS COULD SERIOUSLY HARM OUR
BUSINESS AND FINANCIAL CONDITION.
Certain of our sensor products are used in medical devices, including cardiac
pacemakers and implantable cardioverter defibrillators ("ICDs") made by St.
Jude Medical, which help sustain human life. We are also marketing our sensor
technology to other manufacturers of cardiac pacemakers and ICDs. Although we
have an indemnification agreement with a St. Jude Medical company with
provisions designed to limit our exposure to product liability claims, there
can be no assurance that we will not be subject to losses, claims, damages,
liabilities, or expenses arising out of bodily injury or property damage
arising from the incorporation of our sensors in products sold by St. Jude
Medical or others. Existing or future laws or unfavorable judicial decisions
could limit or invalidate the provisions of our indemnification agreement, or
the agreement may not be enforceable in all instances. A successful product
liability claim could require us to pay, or contribute to payment of,
substantial damage awards, which would have a significant negative effect on
our business and financial condition.


FEDERAL LEGISLATION MAY NOT PROTECT US AGAINST LIABILITY FOR THE USE OF OUR
SENSORS IN MEDICAL DEVICES AND A SUCCESSFUL LIABILITY CLAIM COULD SERIOUSLY
HARM OUR BUSINESS AND FINANCIAL CONDITION.
Although the Biomaterials Access Assurance Act of 1998 may provide us some
protection against potential liability claims, that Act includes significant
exceptions to supplier immunity provisions, including limitations relating to
negligence or willful misconduct. A successful product liability claim could
require us to pay, or contribute to payment of, substantial damage awards,
which would have a significant negative effect on our business and financial
condition. Any product liability claim against us, with or without merit, could
result in costly litigation, divert the time, attention and resources of our
management and have a material adverse impact on our business.

CHANGES IN THE INTERACTION BETWEEN OUR SENSORS AND OUR CUSTOMERS' MEDICAL
DEVICES COULD CAUSE THE MEDICAL DEVICES TO FAIL, EXPOSING US TO A RISK OF
PRODUCT LIABILITY CLAIMS THAT COULD SERIOUSLY HARM OUR BUSINESS AND FINANCIAL
CONDITION.
Our sensors function in interaction with our customers' medical devices. Our
sensors are manufactured to meet various electrical, magnetic, and other
specifications, but the actual performance of the products is dependent on how
they are used in the customers' devices over the lifetime of the devices. This
interaction could be different than expected for a number of reasons.
Consequently, it is possible that customers may experience problems with their
medical devices that could require device recall or other corrective action,
where our sensors met the specification at delivery, and for reasons that are
not related primarily or at all to any failure by our product to perform in
accordance with specifications. It is possible that our customers or our
customers' patients may assert that our sensors caused or contributed to device
failure where our product was not the primary cause of the device performance
issue.

ANY MALFUNCTION OF OUR SENSORS IN EXISTING MEDICAL DEVICES COULD LEAD TO THE
NEED TO RECALL FROM THE MARKET DEVICES INCORPORATING OUR SENSORS, WHICH MAY BE
HARMFUL TO OUR REPUTATION AND CAUSE A SIGNIFICANT LOSS OF REVENUE.
Any malfunction of our sensors could lead to the need to recall from the market
existing medical devices incorporating our sensors, which may be harmful to our
reputation which is dependent on product safety and efficacy. Even if
assertions that our sensors caused or contributed to device failure do not lead
to product liability or contract claims, such assertions could harm our
reputation and our customer relationships. Any damage to our reputation and/or
the reputation of our products, or the reputation of our customers or their
products could limit the market for our and our customers' products and harm
our results of operations.

WE MAY LOSE BUSINESS AND REVENUE IF OUR CRITICAL PRODUCTION EQUIPMENT FAILS.
Our production process relies on certain critical pieces of equipment for
defining, depositing, and modifying the magnetic properties of very thin metal
films. Some of this equipment was designed or customized by us, and some may no
longer be in production. While we have back-ups for some of the equipment, an
in-house maintenance staff, some critical spare parts, and maintenance
agreements for certain pieces of equipment, we cannot be sure we could repair
or replace critical manufacturing equipment were it to fail.

IF WE ARE UNABLE TO DELIVER PRODUCTS WE FACE PENALTIES, INCLUDING LOSS OF
CERTAIN EXCLUSIVE MANUFACTURING RIGHTS.
Our Agilent supply agreement allows Agilent to gain rights to manufacture
couplers based on our technology if we are unable to deliver products on time.
The imposition of this penalty could have a material impact on future sales of
our products. Furthermore, on reaching certain sales goals, Agilent could gain
exclusive rights to distribute certain couplers based on our technology, which
could reduce our product sales and leave us partially or totally dependent on
Agilent for future coupler sales.


THE LOSS OF SUPPLY FROM ANY OF OUR KEY SINGLE-SOURCE WAFER SUPPLIERS COULD
IMPACT OUR ABILITY TO PRODUCE AND DELIVER PRODUCTS AND CAUSE LOSS OF REVENUE.
Critical suppliers include our suppliers of certain semiconductor wafers that
are incorporated in our products. These critical suppliers include Advanced
Semiconductor Manufacturing Corporation of Shanghai (China), AMI Semiconductor,
Inc., Intersil Corporation, Taiwan Semiconductor Manufacturing Corporation, and
Texas Instruments Inc. We maintain inventory of some critical wafers, but we
have not identified or qualified alternate suppliers for many of the wafers now
being obtained from single sources.

THE LOSS OF SUPPLY OF ANY CRITICAL CHEMICALS OR SUPPLIES COULD IMPACT OUR
ABILITY TO PRODUCE AND DELIVER PRODUCTS AND CAUSE LOSS OF REVENUE.
There are a number of critical chemicals and supplies that we require to make
products. These include certain photoresists, polymers, metals, and alloys. We
maintain inventory of critical chemicals and materials, but in many cases we
are dependant on single sources, and some of the materials could be
discontinued by their suppliers at any time. Any supply interruptions could
seriously jeopardize our ability to provide products that are critical to our
business and operations and may cause us to lose revenue.

THE LOSS OF SUPPLY FROM ANY OF OUR SINGLE-SOURCE PACKAGING VENDORS COULD IMPACT
OUR ABILITY TO PRODUCE AND DELIVER PRODUCTS AND CAUSE LOSS OF REVENUE.
We are dependent on our packaging vendors including NS Electronics Bangkok
(Thailand), Ltd., Circuit Electronic Industries Public Co., Ltd. ("CEI,"
Ayutthaya, Thailand), and CIRTEK Electronics Corporation of Laguna, The
Philippines. Some of our products use processes or tooling unique to a
particular packaging vendor, and it might be expensive, time-consuming, or
impractical to convert to another vendor in the event of a supply interruption.
CEI has [submitted a reorganization plan for debt rehabilitation to the Central
Bankruptcy Court of Thailand]. CEI has told us that the rehabilitation process
will not affect their ability to support their customers in any way. We have
identified potential alternate vendors in case CEI's ability to serve our needs
becomes impaired, however it could prove expensive or time-consuming, or
technically challenging to convert to an alternate vendor. If one of our
packaging vendors were to become insolvent we might not be able to recover work
in process or finished goods in their possession. Any supply interruptions or
loss of inventory could seriously jeopardize our ability to provide products
that are critical to our business and operations and may cause us to lose
revenue. Higher packaging costs with an alternate vendor could have a
significant impact on our profitability.

BECAUSE WE ARE SIGNIFICANTLY SMALLER THAN THE MAJORITY OF OUR COMPETITORS, WE
MAY LACK THE FINANCIAL RESOURCES NEEDED TO INCREASE OUR MARKET SHARE AND FUTURE
REVENUE.
Our known competitors and potential competitors include Advanced Micro Devices,
Inc., Agilent Technologies, Inc., Allegro Microsystems, Inc., Analog Devices,
Inc., Coatue, Cypress Semiconductor Corporation, Elpida Memory, Inc., Fairchild
Semiconductor International, Fujitsu Limited, Grandis, Inc., Hermetic Switch,
Inc., IBM Corporation, Infineon Technologies AG, Intel Corporation, Linear
Technology Inc., Macronix International Co., Ltd., Maxim Integrated Products,
Inc., Meder Electronic AG, Memscap SA, Nantero, Inc., NEC Corporation, Ovonyx,
Inc., Ramtron International Corporation, Renesas Technology Corporation, Royal
Philips Electronics, Samsung Electronics, Ltd., Sensitec GmbH, Simtek
Corporation, Spintec, Spintron, STMicroelectronics NV, Texas Instruments Inc.,
Thin Film Electronics ASA, Toshiba Corporation, Vishay Intertechnology, and
others. We believe that we face particularly aggressive competition in our
coupler business, and we believe that our competition is increasing as the
technology matures. This has meant more competitors and more severe pricing
pressure. Furthermore, our competitors are narrowing or eliminating performance

advantages we may have had. We expect these trends to continue, and our future
competitiveness will depend on our ability to develop new products and reduce
our product costs. Most of our competitors and potential competitors are
established companies that have significantly greater financial, technical, and
marketing resources than us. While we believe that our products have important
competitive advantages, our competitors may succeed in developing and marketing
products that perform better or are less expensive than ours, or that would
render our products and technology obsolete or noncompetitive.

WE DERIVE SIGNIFICANT REVENUE FROM OUR SALE OF PRODUCTS USED IN MEDICAL
DEVICES, AND LOSS OF BUSINESS DUE TO COMPETITIVE FACTORS COULD CAUSE A
SIGNIFICANT LOSS OF REVENUE.
Our medical sensors face competition from electromechanical magnetic sensors
such as reed switches. Reed switches have been in use for several decades. A
reed switch uses a pair of contacts that pull together when subjected to a
magnetic field, closing an electrical circuit. Our medical sensor competitors
include Hermetic Switch, Inc., which manufactures miniature magnetically-
operated reed switches. Additionally, Meder Electronic AG (Engen/Welschingen,
Germany) and Memscap SA (Grenoble, France) manufacture microelectromechanical
system (MEMS) reed switches. Because our sensors have no moving parts, we
believe they are more reliable than reed switches. We also believe our sensors
are smaller than the smallest reed switches, more precise in their magnetic
switch points, and more sensitive to small magnetic fields. While we believe
that our sensors have important competitive advantages in medical devices, our
competitors may succeed in developing and marketing products that perform
better or are less expensive than ours, or that would render our products
obsolete or noncompetitive.

OUR LICENSE AGREEMENTS INCLUDE REVENUE MINIMUMS AND ROYALTY LIMITS, WHICH COULD
LIMIT THE TOTAL AMOUNT OF REVENUE WE CAN DERIVE UNDER THESE AGREEMENTS.
Our existing license agreements do not provide for us to receive royalties
until revenue minimums are met by licensees. In addition, some of these
agreements place limits on future royalty and license payments. These
provisions could substantially delay our potential revenue and profits from
these licensing arrangements and could limit the total amount of revenue that
we can derive under these license agreements. Such limits are common practice
in our industry, but they could limit our potential MRAM revenue and profits
even if our intellectual property is widely adopted.

OUR BUSINESS MAY SUFFER BECAUSE WE HAVE LIMITED INFLUENCE OVER THE RATE OF
ADOPTION OF OUR TECHNOLOGY, AND MRAM TECHNOLOGY MAY NOT BUILD INTO A LARGE OR
SIGNIFICANT MARKET.
A significant portion of our future revenue and profits is dependent on our
current and future licensees introducing MRAM products. Production
difficulties, technical barriers, high production costs, poor market reception
or other problems, almost all of which are outside our control, could prevent
the deployment of MRAM or limit its market potential. In addition, our
licensees may have other priorities that detract attention and resources from
introduction of MRAM products using our technology. Furthermore, competing
technologies could prevent or supplant MRAM from becoming an important memory
technology.

OUR LICENSEES MAY NOT BE ABLE TO MAKE COMMERCIALLY VIABLE MRAMS, WHICH WOULD
LIMIT OUR REVENUE FROM MRAM AND LIKELY CAUSE OUR STOCK PRICE TO DECLINE.
MRAM is a new technology, and we are almost completely dependent on licensees
to convert our intellectual property into commercially viable MRAM. While our
licensees have made samples, there may be technical and manufacturing issues to
be resolved before commercially viable devices can be produced, and these
problems may never successfully be solved.


WE ARE HIGHLY DEPENDENT ON MOTOROLA OR FREESCALE TO COMBINE OUR MRAM TECHNOLOGY
WITH CONVENTIONAL SEMICONDUCTORS AND WE MAY LOSE POTENTIAL REVENUE IF MOTOROLA
OR FREESCALE ARE UNSUCCESSFUL.
Embedded MRAM, that is, MRAM combined with conventional semiconductors, is a
major market for MRAM and our primary potential source of royalties from
Motorola, Inc. We are highly dependent on the success of Motorola or Freescale
Semiconductor, Inc. embedding MRAM into cellphone and system integrated
circuits. Technical difficulties with embedding, production difficulties, high
production costs, or other problems, almost all of which are outside our
control, could limit our potential MRAM royalties under our license agreement
with Motorola.

FREESCALE COULD CANCEL ITS MRAM DEVELOPMENT PROGRAM AT ANY TIME, WHICH WOULD
REDUCE OUR FUTURE REVENUE POTENTIAL.
Freescale could cancel its MRAM development programs at any time because of
financial or other considerations. Such a cancellation would likely eliminate
our opportunity to negotiate a license agreement with Freescale or receive
royalties from the sale of devices under our agreements with Motorola.
Furthermore, we believe Royal Philips Electronics and STMicroelectronics NV are
dependent on Freescale for their MRAM designs. Therefore a cancellation or lack
of success of Freescale's MRAM programs would likely hamper or eliminate any
opportunity to negotiate license agreements with Philips or STMicroelectronics.

OUR FUTURE BUSINESS MAY SUFFER BECAUSE WE MAY NOT BE ABLE TO CONSUMMATE
ADDITIONAL MRAM LICENSE AGREEMENTS.
Although there are potential licensees for our MRAM intellectual property in
addition to our current licensees, we may never be able to consummate
additional license agreements. Potential licensees for our MRAM intellectual
property might not be interested unless and until the commercial viability of
the technology is demonstrated. Potential licensees could also use their own or
a third party's MRAM intellectual property rather than ours. In addition, our
existing agreements place restrictions on future license agreements.
Specifically, one of our agreements allows one of our licensees to approve
licenses with certain other potential licensees. Each of these limitations
could hinder our ability to consummate additional MRAM license agreements.

WE WILL NOT RECEIVE ROYALTIES IF OUR LICENSEES DO NOT USE OUR INTELLECTUAL
PROPERTY.
Our license agreements do not require our licensees to use our intellectual
property. Although we believe, based on their public disclosures, that devices
Freescale and Motorola have described use our intellectual property at least to
some extent, our licensees could circumvent or find alternatives to all or some
of our technology, and our license agreements require royalty payments only if
our licensees use our intellectual property in their devices. It is possible
that our licensees might make MRAM devices without using our technology or
infringing on our patents, and we would not receive royalties on such devices.

WE MAY NOT BE ABLE TO ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS OR OUR
TECHNOLOGY MAY PROVE TO INFRINGE UPON PATENTS OR RIGHTS OWNED BY OTHERS WHICH
MAY PREVENT THE FUTURE SALE OF OUR PRODUCTS OR INCREASE THE COST OF SUCH SALES.
We protect our proprietary technology and intellectual property by seeking
patents, trademarks, and copyrights, and by maintaining trade secrets through
entering into confidentiality agreements with employees, suppliers, customers,
and prospective customers depending on the circumstances. We hold patents or
are the licensee of others owning patented technology covering certain aspects
of our sensor, coupler, and MRAM technology. These patent rights may be
challenged, rendered unenforceable, invalidated or circumvented. In addition,
rights granted under the patents or under licensing agreements may not provide

a competitive advantage to us. At least several potential MRAM competitors have
described designs that we believe would infringe on our patents if such designs
were to be commercialized. Efforts to legally enforce patent rights can involve
substantial expense which we may not be able to afford and in any case may not
be successful. Further, others may independently develop similar, superior, or
parallel technologies to any technology developed by us, or our technology may
prove to infringe upon patents or rights owned by others. Thus the patents held
by or licensed to us may not afford us any meaningful competitive advantage.
Also, our confidentiality agreements may not provide meaningful protection of
our proprietary information. Our inability to maintain our proprietary rights
could have a material adverse effect on our business, financial condition and
results of operations.

OUR FUTURE BUSINESS MAY SUFFER IF WE ARE UNABLE TO ENFORCE OUR INTELLECTUAL
PROPERTY RIGHTS WITH EXISTING LICENSEES.
Our success in enforcing our intellectual property rights may be dependent on
our ability to enforce our contract rights under existing license agreements.
Our existing licensees could claim without merit that they do not use our
intellectual property or claim that one or more of our patents are invalid. In
2000 we were forced to resort to litigation to enforce our intellectual
property rights with Motorola, and we plan to continue to vigorously defend our
intellectual property rights. Our limited capital resources could put us at a
disadvantage if we take legal action to enforce our intellectual property
rights.

WE MAY NOT BE ABLE TO NEGOTIATE A NEW MRAM LICENSING AGREEMENT WITH FREESCALE.
Our Patent License Option Agreement with Motorola provides for termination
December 31, 2005 or on the date Motorola ceases manufacturing MRAM Products
whichever is later. Such a termination appears likely as a result of Motorola
apparently having eliminated its ability to manufacture MRAM Products through
its spinoff of Freescale. We are free to negotiate a new agreement with
Freescale or an assignment of the Motorola Patent License Option Agreement to
Freescale, but would do so only with amendments thereto. There can be no
assurance, however, that any such agreement can be reached with Freescale, or
that any such agreement with Freescale would be on more favorable terms to NVE
than the present agreement with Motorola, or that NVE would receive any value
under the existing Patent License Option Agreement or any value under any such
further agreement with Freescale.

MOTOROLA MAY ATTEMPT TO HAVE MRAM MANUFACTURED BY FREESCALE FOR MOTOROLA UNDER
OUR AGREEMENT WITH MOTOROLA, WHICH COULD BE UNDER LESS FAVORABLE TERMS FOR US
THAN AN AGREEMENT WITH FREESCALE.
Motorola has indicated to us that it may attempt to have MRAMs manufactured by
Freescale for Motorola under the so-called "have made" rights in our agreement
with Motorola. We believe Motorola will likely have terminated this agreement
and so relinquish its have-made rights at the end of 2005, as a result of
having transferred its MRAM manufacturing capability to Freescale. If Freescale
commences MRAM production, we hope to, before the termination of the Motorola
agreement, negotiate a new agreement with Freescale, or an assignment of the
Motorola agreement to Freescale, though only with amendments thereto, but there
can be no assurances that we will complete such an agreement or assignment.

OUR BUSINESS SUCCESS MAY BE ADVERSELY AFFECTED IF WE ARE UNABLE TO ATTRACT AND
RETAIN HIGHLY-QUALIFIED MANAGEMENT AND TECHNICAL EMPLOYEES.
We have no employment agreements with any of our management other than our
Chief Executive Officer, Dr. Baker, and have no key-person insurance covering
employees. Competition for highly-qualified management and technical personnel
is generally intense and we may not be able to attract and retain the personnel

necessary for the development and operation of our business. The loss of the
services of key personnel could have a material adverse effect on our business,
financial condition and results of operations. Our Chief Technology Officer,
Dr. Daughton, could decide to retire in Fiscal 2006 and we may not be able to
replace his technical or contract development expertise.

WHILE WE BELIEVE THAT WE CURRENTLY HAVE ADEQUATE INTERNAL CONTROL OVER
FINANCIAL REPORTING IN PLACE, IN THE FUTURE OUR MANAGEMENT WILL BE REQUIRED TO
EVALUATE OUR INTERNAL CONTROL OVER FINANCIAL REPORTING UNDER SECTION 404 OF THE
SARBANES-OXLEY ACT OF 2002 AND ANY ADVERSE RESULTS FROM SUCH EVALUATION COULD
RESULT IN A LOSS OF INVESTOR CONFIDENCE IN OUR FINANCIAL REPORTS AND HAVE AN
ADVERSE AFFECT ON OUR FINANCIAL RESULTS AND THE MARKET PRICE OF OUR COMMON
STOCK.
As required by Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"),
the SEC adopted rules requiring each public company to include a management
report assessing the effectiveness of its internal control over financial
reporting in Annual Reports on Form 10-KSB or 10-K, and the independent
registered public accounting firm auditing such company's financial statements
must attest to and report on management's assessment of the effectiveness of
the internal control over financial reporting. This requirement will apply to
our Annual Report for the fiscal year ending March 31, 2007 if we meet the test
for being an "Accelerated Filer" as of September 30, 2006. If we are not deemed
to be an Accelerated Filer on that date, we will be required to comply with
Section 404 in our Annual Report for the fiscal year ending March 31, 2008.
While we currently anticipate being able to fully implement the requirements
relating to compliance with Section 404 in a timely fashion, we cannot be
certain as to the timing of completion of our evaluation, testing and
remediation actions or the impact of such activities on our operations due in
large part to the lack of precedent available by which to measure compliance
with such requirements. If we are not able to implement the requirements of
Section 404 in a timely manner or with adequate compliance, investors could
lose confidence in the reliability of our financial statements, which could
result in a decrease in the market price of our common stock. In addition, to
the extent we or our independent registered public accounting firm identify a
significant deficiency in our internal control over financial reporting, the
resources and costs required to remediate such deficiency could have a material
adverse impact on our future results of operations.


RISKS RELATED TO BUYING OUR STOCK

OUR STOCK HAS BEEN MORE VOLATILE THAN OTHER TECHNOLOGY SECTOR STOCKS.
The market price of our common stock has experienced significant fluctuations
and may continue to fluctuate in the future. We believe these fluctuations have
been greater on a percentage basis than other technology sector stocks.

OUR STOCK MAY BE SUBJECT TO VOLATILITY BECAUSE IT IS NOT LISTED ON A NATIONAL
MARKET.
Our common stock is traded on the NASDAQ SmallCap Market, which has less daily
trading volume on average than the average trading market for companies quoted
on the NASDAQ National Market or the New York Stock Exchange. A public trading
market having the desired characteristics of depth, liquidity and orderliness
depends on the presence in the marketplace of willing buyers and sellers of our
common stock at any given time. This presence depends on the individual
decisions of investors and general economic and market conditions over which we
have no control.


THE PRICE OF OUR COMMON STOCK MAY BE ADVERSELY AFFECTED BY SIGNIFICANT PRICE
FLUCTUATIONS DUE TO A NUMBER OF FACTORS, MANY OF WHICH ARE BEYOND OUR CONTROL.
Our stock price declined significantly in the past fiscal year, and could
continue to decline. In the past, securities class-action litigation has often
been brought against a company following periods of decline in the market price
of its securities. In the future we could be the target of this type of
litigation. Securities litigation may result in substantial costs and divert
management's attention and resources, which can seriously harm our business.

The market price of our common stock may be significantly affected by many
factors, some of which are beyond our control, including:

     * technological innovations by us, our licensees, or our competitors;

     * the announcement of new products, product enhancements, contracts, or
       license agreements by us, our licensees, or our competitors;

     * changes in requirements or demands for our products;

     * changes in prices of our or our competitors' products and services;

     * quarterly variations in our operating results;

     * changes in our revenue and revenue growth rates;

     * changes in revenue estimates, earnings estimates, or market projections
       by market analysts, speculation in the press or analyst community;

     * short selling and covering of short positions in our stock; and

     * general market conditions or market conditions specific to particular
       industries.