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                                                                EXHIBIT 14(a)1.


Financial Statements:

         Consolidated Statements of Operations for
          the three years ended December 31, 1998, 1997 and 1996       

         Consolidated Balance Sheet for the years ended
          December 31, 1998 and 1997                                   

         Consolidated Statements of Cash Flows for the
          three years ended December 31, 1998, 1997 and 1996           

         Statement of Changes in Shareholders' Deficit                 

         Notes to Consolidated Financial Statements