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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

(Mark One)

|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2001
or

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 0-10695

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REGENCY EQUITIES CORP.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation or organization)

23-2298894(IRS employer identification no.)11845 West Olympic Boulevard, Suite 900
Los Angeles, California 90064(Address of principal executive offices, including zip code)


(310) 827-9604(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:Common stock ($.01 par value)
(Title of Class)

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Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90
days. Yes ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K ý

The
aggregate market value of the voting securities held by nonaffiliates of the registrant as of March 12, 2002, based upon the average of the bid and asked prices on that date, was
approximately $283,214. For purposes of this calculation, all officers and directors of the registrant were considered affiliates, as were all beneficial owners (whether individuals, entities or
groups) of more then ten percent of the registrant's Common Stock.

Number
of shares of Common Stock, par value $.01, outstanding as of March 27, 2002: 87,283,661.

Documents
Incorporated by Reference: None.

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PART I

Item 1. Business.

The corporate headquarters of Regency Equities Corp. (the "Company") are located at 11845 West Olympic Boulevard, Suite 900, Los Angeles, California 90064. The
Company shares this suite on a rent-free basis with the accounting firm of Engel, Kalvin, McMillan & Company, LLP. The Company's Chief Financial Officer, Morris Engel, is a partner
in Engel, Kalvin, McMillan & Company, LLP. The Company has two employees: Mr. Engel and Allan L. Chapman, the Company's Chairman of the Board, Chief Executive Officer and President.

The
Company owns a shopping center in Grand Rapids, Michigan. Approximately 12% of the shopping center's space is leased to a tenant. The balance of the shopping center's space has been
vacant since July 1997. The Company sustained a net operating loss of $59,276 from this property in 2001. For further information regarding the Grand Rapids property, see the Company's
financial statements and notes thereto that are included in this Annual Report on Form 10-K.

During
2001 and the preceding several years, substantially all of the Company's remaining assets have consisted of cash which has been deposited with several major United States banks.
For further information regarding the amount of revenue, operating profit or loss and identifiable assets attributable to the Company's various operations, reference is made to the Company's financial
statements and notes thereto that are included in this Annual Report on Form 10-K.

First
Lincoln Holdings, Inc., a Delaware corporation, beneficially owns 72,867,965 shares of the Company's common stock, which represents 83.48% of the Company's outstanding
common stock. Of that aggregate number of shares, First Lincoln Holdings, Inc. is the record owner of 1,010,000 shares and Evergreen Acceptance Corporation, a Delaware corporation and a wholly
owned subsidiary of First Lincoln Holdings, Inc., is the record owner of 71,857,965 shares. Martin Oliner, who is a director of the Company, is the Chairman of the Board of Directors,
President, Chief Executive Officer and sole stockholder of First Lincoln Holdings, Inc.

The
nature and direction of the future business and operations of the Company are uncertain. The Board of Directors intends to consider suitable business ventures for the Company.

Item 2. Properties.

See "Item 1. Business." The Company does not own any real property other than the Grand Rapids shopping center described above.

Item 3. Legal Proceedings.

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to the Company's stockholders during the quarter ended December 31, 2001.

2

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PART II

Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters.

(a)  Market Information.

Until February 8, 1995, the principal market for the Company's common stock was the Nasdaq National Market System. On that date, primarily as a result of
the Company's February 7, 1995 cash dividend which represented approximately 77.5% of its total assets, the Company's stock was delisted from the Nasdaq National Market System. The common stock
is now traded over-the-counter, and there is not an active market for such stock.

The
following table reflects the highest and lowest per share prices for the Company's common stock as quoted for the periods indicated. Because there is no longer an established, active
public trading market for the Company's common stock, the following prices may not be an accurate indication of the value of such stock.

|2001        |  | High |       | Low
|----------- |  | ---- | ----- | ---
|1st quarter |  | $    | 0.031 |    
|2nd quarter |  |      | 0.020 |    
|3rd quarter |  |      | 0.020 |    
|4th quarter |  |      | 0.020 |    

|2000        |  | High |       | Low
|----------- |  | ---- | ----- | ---
|1st quarter |  | $    | 0.234 |    
|2nd quarter |  |      | 0.080 |    
|3rd quarter |  |      | 0.047 |    
|4th quarter |  |      | 0.040 |    

(b)  Holders.

The number of record holders of the Company's common stock on March 12, 2002 was 1,514.

(c)  Dividends.

The Company has not historically paid regular dividends on its common stock and does not presently intend to do so in the future. On February 7, 1995, the
Company paid an extraordinary cash dividend of $.15 per share to stockholders of record as of January 30, 1995. The Company has not paid any other dividends since February 7, 1995.

3

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Item 6. Selected Financial Data.(a)

|                                    |  | Year ended December 31, |       
|----------------------------------- |  | ----------------------- | ------
|
|
|Total revenues                      |  | $                       | 164   
|Income (loss) before income taxes   |  |                         | (150  
|Net income (loss)                   |  |                         | (152  
|Income (loss) per share             |  |                         | (.002 
|Dividends per share                 |  |                         | 0     
|Total assets                        |  |                         | 3,713 
|Liabilities                         |  |                         | 84    
|Shareholders' equity                |  |                         | 3,629 
|Book value per share                |  |                         | .04   
|Weighted average shares outstanding |  |                         | 87,284

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The Company conducts limited business operations, and its future is uncertain. See "Item 1. Business" for a discussion of the Company's business and future
direction. The following discussion should be read in conjunction with the Company's financial statements and notes thereto that are included elsewhere in this Annual Report on
Form 10-K.

(a)  Results of Operations.



The
Company recorded a loss before income taxes of $150,157 in 2001 compared to a loss before income taxes of $76,362 in 2000. The increase in loss resulted principally from (i) a
decrease in interest income of $31,733, (ii) an increase in accounting fees of $8,212 due to a change in auditing firms and Securities and Exchange Commission required reviews of the Company's
Quarterly Reports on Form 10-Q, and (iii) an increase in legal fees of $42,246 due to two proposed mergers which were terminated during the year. The increase in operating
loss was offset in part by a decrease of $7,003 in rental operating expenses.



The
Company recorded a loss before income taxes of $76,352 in 2000 compared to a loss before income taxes of $84,933 in 1999. The decrease in loss resulted principally from (i) an
increase in interest income of $9,063, (ii) an increase in rental income of $1,190, (iii) a decrease in directors' fees of $4,000, and (iv) a decrease in depreciation expense of
$7,908. The increase in operating results was partially offset by (i) the decrease in the receipt of the one-time fee of $3,150 for use of vacant space in the Company's rental
properties and (ii) an increase in professional fees of $9,260.

The
Company recorded a net loss of $78,382 in 2000 compared to a net loss of $86,753 in 1999. The decrease in net loss was principally due to the same items that are discussed in the
immediately

4

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preceding paragraph. The net loss is after adjustments in the valuation allowance against deferred assets. A valuation allowance is provided to reduce the deferred tax assets to a value which, more
likely than not, will be realized. The valuation allowance against deferred tax assets is determined by management based on its estimate of the amount which will be realized from future profitability
with reasonable certainty. In view of the fact that the Company has not yet completed a definitive business plan, the amount of deferred tax benefits expected to be realized for the determination of
the valuation allowance was based upon an assumption of two years of future operations and the sale of the rental property at the end of the two-year period.

(b)  Liquidity, Capital Resources and Future Operations.

As of December 31, 2001, the Company had cash in the amount of $2,965,258 invested in interest-bearing demand deposit accounts with two major United States
banks. The Company has sufficient cash for its current operating needs; the Company does not currently have any material commitments for capital expenditures; and it has no present plans to incur any
indebtedness.

The
business direction of the Company is uncertain. As a result, the reported financial information contained in this Annual Report on Form 10-K is not necessarily
indicative of future operating results or of future financial condition.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The Company has exposure to interest rate changes as a result of interest rate changes relating to the cash and cash equivalent balances that it maintains with
two banks. However, the Company believes that any such reasonably anticipated changes in interest rates are unlikely to have a material effect on the Company's financial position and results of
operations.

Item 8. Financial Statements and Supplementary Data.

The information with respect to this item is set forth in the Company's financial statements and notes thereto included in this Annual Report on
Form 10-K and listed in the Index to Financial Statements and Financial Statement Schedules set forth in Item 14 herein.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On
February 12, 2001, the Company filed with the Securities and Exchange Commission (the "Commission") a Current Report on Form 8-K regarding a change in
accountants. On February 20, 2001, the Company filed with the Commission an amendment to its Current Report on Form 8-K for the purpose of setting forth additional
information regarding its change in accountants.

5

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PART III

Item 10. Directors and Executive Officers of the Registrant.

The directors and executive officers of the Company are as follows:

|Name             |  | Age |  | Position with the Company                                                
|---------------- |  | --- |  | -------------------------------------------------------------------------
|William J. Adams |  | 72  |  | Director and Secretary                                                   
|Allan L. Chapman |  | 64  |  | Chairman of the Board of Directors, Chief Executive Officer and President
|Morris Engel     |  | 75  |  | Chief Financial Officer and Treasurer                                    
|Ira L. Gottshall |  | 44  |  | Director                                                                 
|Peter M. Graham  |  | 47  |  | Director                                                                 
|Ronald LaBow     |  | 67  |  | Director                                                                 
|Martin Oliner    |  | 54  |  | Director                                                                 

William
J. Adams has served as Secretary and a director of the Company since June 1992 and is presently engaged in the private practice of law. Mr. Adams served as Vice
President, Secretary and General Counsel of First Lincoln Holdings, Inc., an insurance holding company which was formerly called First Executive Corporation, from 1982 through May 1993,
and as a director and as Secretary and General Counsel of Evergreen Acceptance Corporation, a subsidiary of First Lincoln Holdings, Inc., from 1982 through May 1993.

Allan
L. Chapman has served as Chairman of the Board of Directors, Chief Executive Officer and President of the Company since June 30, 1992. He has also served as President of the
Sterling Group, an actuarial consulting firm, since March 1991. He served as a Senior Vice President and a director of Executive Life Insurance Company from 1980 until February 1991 and
as a Vice President of First Executive Corporation (now called First Lincoln Holdings, Inc.), an insurance holding company, from 1980 until February 1991.

Morris
Engel has served as Chief Financial Officer of the Company since May 1991 and as Treasurer since March 1993. He has also been a partner in the accounting firm of
Engel, Kalvin, McMillan & Company, LLP since November 1990. Mr. Engel was a partner in the accounting firm of Laventhol & Horwath from 1969 to 1990.

Ira
L. Gottshall has served as a director of the Company since August 1992. Mr. Gottshall is Regional Vice President of IOF Foresters, which is an insurance company.
Mr. Gottshall served as President of National Affiliated Corp., an insurance holding company, from January 1997 until January 1998. Prior to 1997, Mr. Gottshall served as
an executive officer of several other insurance companies, including as President and Chief Executive Officer of First Delaware Life Insurance Company from July 1991 until January 1994
and as a Vice President of Evergreen Acceptance Corporation from September 1992 until January 1994.

Peter
M. Graham has served as a director of the Company since March 1991. Mr. Graham is a principal of Ladenburg, Thalmann & Co. Inc., an investment banking
firm. Mr. Graham served as Director of Corporate Finance of Ladenburg, Thalmann & Co. Inc. from 1989 until 1995, as its President from 1995 until 1998, as its Vice Chairman from
1998 until June 1999 and as a director of the firm from 1982 until June 1999. He also serves as a director of Alloy Online, Inc.

Ronald
LaBow has served as a director of the Company since May 1985. Mr. LaBow has served as Chairman of the Board of Directors of WHX Corp., a steel manufacturing company,
since January 1991.

Martin
Oliner has served as a director of the Company since November 1993 and has been engaged in the private practice of law since 1972. Mr. Oliner serves as Chairman of
the Board of

6

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Directors, President and Chief Executive Officer of First Lincoln Holdings, Inc., which is an insurance holding company.

Directors
are elected at the annual meeting of stockholders to serve during the ensuing year and until a successor is duly elected and qualified. Officers serve at the pleasure of the
Board of Directors. There are no family relationships between or among any of the directors and executive officers of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 and regulations adopted thereunder require the Company's directors and officers and persons who own
more than ten percent of the outstanding shares of the Company's common stock (collectively, the "Reporting Persons") to file with the Securities and Exchange Commission and the Company initial
reports of ownership and reports of changes in ownership of the Company's common stock and other equity securities. Based solely upon (i) the Company's review of the Forms 3, 4 and 5 that were
furnished by the Reporting Persons to the Company pursuant to Section 16(a) and applicable regulations during and with respect to the Company's most recent fiscal year and (ii) written
representations received by the Company from its directors and officers, the Company believes that all applicable Section 16(a) filing requirements were complied with on a timely basis by the
Reporting Persons during and with respect to the Company's most recent fiscal year.

Item 11. Executive Compensation.

(a)  Summary Compensation Table.

The following table sets forth all compensation paid or awarded by the Company for services rendered during the fiscal years ended December 31, 2001,
December 31, 2000 and December 31, 1999 to its Chief Executive Officer. No executive officer or other employee of the Company had aggregate compensation for salary and bonus in excess of
$100,000 during the most recently completed fiscal year.

SUMMARY COMPENSATION TABLE

|                                                                 |  |                |  |     |                      |  |       |  |       | Long-Term Compensation |       | 
|---------------------------------------------------------------- |  | -------------- |  | --- | -------------------- |  | ----- |  | ----- | ---------------------- | ----- | 
|
|
|Allan L. Chapman
Chairman, Chief
Executive Officer
and President |  | 2001
2000
1999 |  | $$$ | 36,000
36,000
36,000 |  | 0
0
0 |  | 0
0
0 |                        | 0
0
0 | 

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(b)  Compensation of Directors.

During 2001, the Company's directors received $1,000 per Board meeting and $500 per committee meeting attended.

7

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(c)  Indemnification Agreements.

The Company has entered into an indemnification agreement with each of its current directors and executive officers. The indemnification agreements provide for
the mandatory indemnification of each director and executive officer by the Company with respect to proceedings arising out of or related to actions taken or omitted to be taken by the individuals as
directors, officers, employees or agents of the Company. Under the agreements, the Company is obligated to indemnify each of these individuals to the fullest extent permitted by Delaware law and, if
requested, is obligated to advance the reasonable expenses of any such individual with respect to a proceeding, unless independent legal counsel determines that such payments are not permitted. The
Company's obligations under these agreements continue notwithstanding the cessation of the individuals' tenure as directors and officers of the Company.

(d)  Compensation Committee Interlocks and Insider Participation.

The members of the Company's Stock Option/Compensation Committee are William J. Adams and Ronald LaBow. Mr. Adams is the Company's Secretary, which is not
a salaried position.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

With respect to each person known by the Company to be the beneficial owner of more than five percent of its common stock, each director of the Company, each of
the Company's executive officers named in the Summary Compensation Table presented above and all directors and executive officers of the Company as a group, the following table sets forth the number
of shares of common stock beneficially owned as of February 15, 2002 by each such person or group and the percentage of the outstanding shares of the Company's common stock beneficially owned
as of February 15, 2002 by each such person or group. Unless otherwise indicated, each of the following stockholders has, to the Company's knowledge, sole voting and investment power with
respect to the shares beneficially owned, except to the extent that such authority is shared by spouses under applicable law or otherwise noted herein. Information presented below with respect to
persons or groups owning more than five percent of the Company's common stock is based upon Schedule 13D or 13G filings made by such persons or groups with the Securities and Exchange
Commission.

|Name of Beneficial Owner                                                                                    |  | Shares of Stock
Beneficially Owned |  | Approximate
Percent
of Class |  
|----------------------------------------------------------------------------------------------------------- |  | ---------------------------------- |  | ---------------------------- | -
|Five Percent Shareholders                                                                                   |  |                                    |  |                              |  
|First Lincoln Holdings, Inc.(1)                                                                             |  |                                    |  |                              |  
|Evergreen Acceptance Corporation
1001 Jefferson Plaza, Suite 200
1001 Jefferson Street
Wilmington, DE 19801 |  | 72,867,965                         |  | 83.48                        | %
|Directors and Named Executive Officers                                                                      |  |                                    |  |                              |  
|William J. Adams                                                                                            |  | 20,000                             |  | *                            |  
|Allan L. Chapman                                                                                            |  | 235,000                            |  | *                            |  
|Ira L. Gottshall                                                                                            |  | 0                                  |  | 0                            |  
|Peter M. Graham                                                                                             |  | 0                                  |  | 0                            |  
|Ronald LaBow                                                                                                |  | 0                                  |  | 0                            |  
|Martin Oliner(2)                                                                                            |  | 72,867,965                         |  | 83.48                        | %
|All Directors and Executive Officers as a Group                                                             |  |                                    |  |                              |  
|(7 Persons)(2)                                                                                              |  | 73,122,965                         |  | 83.78                        | %

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8

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Item 13. Certain Relationships and Related Transactions.

Morris Engel, the Company's Chief Financial Officer and Treasurer, is a partner in the accounting firm of Engel, Kalvin, McMillan & Company, LLP. The
Company paid fees of $20,227 to Engel, Kalvin, McMillan & Company, LLP in 2000 in consideration for accounting and tax services rendered by that firm.

9

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PART IV

Item 14.    Exhibits, Financial Statements and Financial Statement Schedules and Reports on Form 8-K.

Index to Financial Statements and Financial Statement Schedules.

|                                                                                           |  | Page No.
|------------------------------------------------------------------------------------------ |  | --------
|Report of Singer Lewak Greenbaum & Goldstein LLP                                           |  | F-1     
|Report of BDO Seidman, LLP                                                                 |  | F-2     
|Balance SheetsDecember 31, 2001 and 2000                                                  |  | F-3     
|Statements of OperationsYears Ended December 31, 2001, 2000 and 1999                      |  | F-4     
|Statements of Changes in Shareholders' EquityYears Ended December 31, 2001, 2000 and 1999 |  | F-5     
|Statements of Cash FlowsYears Ended December 31, 2001, 2000, 1999                         |  | F-6     
|Notes to Financial Statements                                                              |  | F-7     
|Report of Singer Lewak Greenbaum & Goldstein LLP on Schedules                              |  | F-11    
|Report of BDO Seidman, LLP on Schedules                                                    |  | F-12    
|Supplemental InformationSelected Quarterly Financial Data                                 |  | F-13    
|Schedule IIValuation and Qualifying Accounts                                              |  | F-14    
|Schedule IIIReal Estate and Accumulated Depreciation                                      |  | F-15    

Schedules
not listed above are omitted because they are inapplicable or the information required is presented in the financial statements or the footnotes thereto.

10

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Exhibits.

|3.1  | Certificate of Incorporation of the Company as amended and restated to date, incorporated herein by this reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1991.                
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2  | By-laws of the Company, incorporated herein by this reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990.                                                                     
|10.1 | 1986 Stock Option Plan, incorporated herein by this reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991.                                                                    
|10.2 | Incentive Stock Option Plan, incorporated herein by this reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991.                                                               
|10.3 | Indemnification Agreement dated February 7, 1995, between the Company and William J. Adams, incorporated herein by this reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
|10.4 | Indemnification Agreement dated February 7, 1995, between the Company and Allan L. Chapman, incorporated herein by this reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
|10.5 | Indemnification Agreement dated February 7, 1995, between the Company and Morris Engel, incorporated herein by this reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.    
|10.6 | Indemnification Agreement dated February 7, 1995, between the Company and Ira L. Gottshall, incorporated herein by this reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
|10.7 | Indemnification Agreement dated February 7, 1995, between the Company and Peter M. Graham, incorporated herein by this reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. 
|10.8 | Indemnification Agreement dated February 14, 1995, between the Company and Ronald LaBow, incorporated herein by this reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.   
|10.9 | Indemnification Agreement dated February 7, 1995, between the Company and Martin Oliner, incorporated herein by this reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.  

Reports on Form 8-K.

The Company did not file any Reports on Form 8-K for the quarter ended December 31, 2001.

11

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|                     |  | REGENCY EQUITIES CORP.
|-------------------- |  | ----------------------
|Date: March 27, 2002 |  | By:                   

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

|Date: March 27, 2002 |  | By: |  | /s/ALLAN L. CHAPMANAllan L. Chapman
Chairman of the Board,
Chief Executive Officer and President
(Principal Executive Officer)
|-------------------- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------
|Date: March 27, 2002 |  | By: |  | /s/MORRIS ENGELMorris Engel
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)                
|Date: March 27, 2002 |  | By: |  | /s/WILLIAM J. ADAMSWilliam J. Adams
Secretary and Director                                                                    
|Date: March 27, 2002 |  | By: |  | /s/RONALD LABOWRonald LaBow
Director                                                                                          
|Date: March 27, 2002 |  | By: |  | /s/PETER M. GRAHAMPeter M. Graham
Director                                                                                    
|Date: March 27, 2002 |  | By: |  | /s/IRA L. GOTTSHALLIra L. Gottshall
Director                                                                                  
|Date: March 27, 2002 |  | By: |  | Martin Oliner
Director                                                                                                        

12

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REGENCY EQUITIES CORP.
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 14(a)(1) and 14(a)(2)
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
THREE YEARS ENDED DECEMBER 31, 2001

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board
of Directors
Regency Equities Corp.

We
have audited the accompanying balance sheets of Regency Equities Corp. as of December 31, 2001 and 2000, and the related statements of operations, shareholders' equity, and
cash flows for each of the two years in the period ended December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Regency Equities Corp. as of December 31, 2001 and
2000, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the
United States of America.

SINGER
LEWAK GREENBAUM & GOLDSTEIN, LLP

Los
Angeles, California
February 21, 2002

F-1

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REPORT OF INDEPENDENT AUDITORS

Board
of Directors and Shareholders
Regency Equities Corp.

We
have audited the accompanying statement of operations, changes in shareholders' equity and cash flows of Regency Equities Corp. for the year ended December 31, 1999. These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We
conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations of Regency Equities Corp. and its cash flows for the year
ended December 31, 1999 in conformity with accounting principles generally accepted in the United States.

BDO
SEIDMAN, LLP

Los
Angeles, California
February 21, 2000

F-2

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REGENCY EQUITIES CORP.    BALANCE SHEETS

|                                     |                                                                                                                                                       | December 31, |          
|------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ---------
|
|ASSETS                               |                                                                                                                                                       |              |          
|                                     | Cash (Note A)                                                                                                                                         |              | $        
|                                     | Rent receivable                                                                                                                                       |              |          
|                                     | Rental property owned, net of write down for possible loss of $215,000 and accumulated depreciation of $512,148 in 2001 and $474,916 in 2000 (Note B) |              |          
|                                     |                                                                                                                                                       |              |          
|                                     |                                                                                                                                                       | $            | 3,712,888
|                                     |                                                                                                                                                       |              |          
|LIABILITIES AND SHAREHOLDERS' EQUITY |                                                                                                                                                       |              |          
|LIABILITIES:                         |                                                                                                                                                       |              |          
|                                     | Accounts payable and accrued expenses                                                                                                                 |              | $        
|                                     | Income taxes payable (Note C)                                                                                                                         |              |          
|                                     |                                                                                                                                                       |              |          
|                                     |                                                                                                                                                       |              | 83,429   
|                                     |                                                                                                                                                       |              |          
|SHAREHOLDERS' EQUITY:                |                                                                                                                                                       |              |          
|                                     | Preferred stock, par value $.01 per share, authorized 5,000,000 shares; none issued                                                                   |              |          
|                                     | Common stock, par value $.01 per share, authorized 125,000,000 shares; issued and outstanding 87,283,661 shares                                       |              |          
|                                     | Additional paid-in capital                                                                                                                            |              |          
|                                     | Accumulated deficit                                                                                                                                   |              |          
|                                     |                                                                                                                                                       |              |          
|                                     |                                                                                                                                                       |              | 3,629,459
|                                     |                                                                                                                                                       |              |          
|                                     |                                                                                                                                                       | $            | 3,712,888
|                                     |                                                                                                                                                       |              |          

See
accompanying notes to financial statements.

F-3

---

REGENCY EQUITIES CORP.    STATEMENTS OF OPERATIONS

|                                              |                            | Year Ended December 31,  |           
|--------------------------------------------- | -------------------------- | ------------------------ | ----------
|
|REVENUES:                                     |                            |                          |           
|                                              | Interest income            |                          | $         
|                                              | Rental income              |                          |           
|                                              | Miscellaneous income       |                          |           
|                                              |                            |                          |           
|                                              |                            | TOTAL REVENUES           |           
|                                              |                            |                          |           
|EXPENSES:                                     |                            |                          |           
|                                              | Administrative expense     |                          |           
|                                              | Professional fees (Note E) |                          |           
|                                              | Rental expense             |                          |           
|                                              |                            |                          |           
|                                              |                            | TOTAL EXPENSES           |           
|                                              |                            |                          |           
|                                              |                            | LOSS BEFORE INCOME TAXES |           
|PROVISION FOR INCOME TAXES (NOTE C)           |                            |                          | 2,020     
|                                              |                            |                          |           
|                                              |                            | NET LOSS                 |           
|                                              |                            |                          |           
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |                            |                          | 87,283,661
|                                              |                            |                          |           
|NET LOSS PER SHARE                            |                            | $                        | (.002     
|                                              |                            |                          |           

See
accompanying notes to financial statements.

F-4

---



REGENCY EQUITIES CORP.    STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY    THREE YEARS ENDED DECEMBER 31, 2001

|           |                   | Common Stock |            |  |   |         | 
|---------- | ----------------- | ------------ | ---------- |  | - | ------- | 
|
|BALANCE AT |                   |              |            |  |   |         | 
|           | January 1, 1999   |              | 87,283,661 |  | $ | 872,836 | 
|           |                   | Net loss     |            |  |   |         | 
|           |                   |              |            |  |   |         | 
|BALANCE AT |                   |              |            |  |   |         | 
|           | December 31, 1999 |              | 87,283,661 |  |   | 872,836 | 
|           |                   | Net loss     |            |  |   |         | 
|           |                   |              |            |  |   |         | 
|BALANCE AT |                   |              |            |  |   |         | 
|           | December 31, 2000 |              | 87,283,661 |  |   | 872,836 | 
|           |                   | Net loss     |            |  |   |         | 
|           |                   |              |            |  |   |         | 
|BALANCE AT |                   |              |            |  |   |         | 
|           | December 31, 2001 |              | 87,283,661 |  | $ | 872,836 | 
|           |                   |              |            |  |   |         | 

See
accompanying notes to financial statements.

F-5

---

REGENCY EQUITIES CORP.    STATEMENTS OF CASH FLOWS

|                                                                            |                                       | Year Ended December 31, |          
|--------------------------------------------------------------------------- | ------------------------------------- | ----------------------- | ---------
|
|INCREASE (DECREASE) IN CASH OPERATING ACTIVITIES:                           |                                       |                         |          
|Net loss                                                                    |                                       | $                       | (152,177 
|Adjustments to reconcile net loss to net cash used in operating activities: |                                       |                         |          
|                                                                            | Depreciation                          |                         |          
|Changes in operating assets and liabilities:                                |                                       |                         |          
|                                                                            | Rent receivable                       |                         |          
|                                                                            | Accounts payable and accrued expenses |                         |          
|                                                                            | Income taxes payable                  |                         |          
|                                                                            |                                       |                         |          
|NET CASH USED IN OPERATING ACTIVITIES                                       |                                       |                         | (62,591  
|                                                                            |                                       |                         |          
|DECREASE IN CASH                                                            |                                       |                         | (62,591  
|CASH BEGINNING OF YEAR                                                      |                                       |                         | 3,027,849
|                                                                            |                                       |                         |          
|CASH END OF YEAR                                                            |                                       | $                       | 2,965,258
|                                                                            |                                       |                         |          

See
accompanying notes to financial statements.

F-6

---



REGENCY EQUITIES CORP.        NOTES TO FINANCIAL STATEMENTS

NOTE ASIGNIFICANT ACCOUNTING POLICIES

BUSINESS:Regency Equities Corp. (the "Company") is incorporated in the state of Delaware. The Company owns and leases to third parties a
shopping center in Grand Rapids, Michigan.

CASH:Cash at December 31, 2001 is deposited with two major U.S. banks. At December 31, 2001 and throughout the year the
Company has maintained balances in its bank accounts in excess of the federally insured limit.

DEPRECIATION:Rental property is depreciated over its estimated useful life of 25 years using the straight-line method.

LONG-LIVED ASSETS:The Company periodically reviews long-lived assets for impairment to determine whether any
events or circumstances indicate that the carrying amount of the assets may not be recoverable. In determining if an impairment exists, management estimates the future undiscounted cash flows expected
to be received, including the eventual disposition of the asset, less the related estimated cash out-flows expected to be incurred. If an impairment is indicated based upon the above, a
determination is made of the assets estimated fair value based upon recent appraisals. If the estimated fair value is less than the asset's net book value, an impairment is recognized.

RENTAL INCOME:The Company recognizes minimum rents from leases on a straight-line basis over the lease term. Overage rentals
are recognized in the period earned.

INCOME TAXES:Deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of
assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is the tax payable for the period and the change during the period in deferred tax assets and liabilities.

ACCOUNTING ESTIMATES:The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

EARNINGS PER SHARE:In February 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards (SFAS) No. 128 Earnings Per Share ("EPS"). SFAS No. 128 requires dual presentation of basic EPS and diluted EPS on the face of all income statements issued after
December 15, 1997 for all entities with complex capital structures. Basic EPS is computed as net income (loss) divided by the weighted average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants and other convertible securities. As the Company does not have any
stock options, warrants or other convertible securities outstanding, basic and diluted EPS are the same, and only basic EPS is presented.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 141, "Business Combinations." This statement addresses financial accounting and reporting for business combinations and supersedes Accounting Principles Bulletin ("APB") Opinion
No. 16, "Business Combinations," and SFAS No. 38, "Accounting for Pre-Acquisition Contingencies of Purchased Enterprises." All business combinations in the scope of this
statement are to be accounted for using one method, the purchase method. The provisions of this

F-7

---

statement apply to all business combinations initiated after June 30, 2001. Use of the pooling-of-interests method for those business combinations is prohibited. This
statement also applies to all business combinations accounted for using the purchase method for which the date of acquisition is July 1, 2001 or later. This statement is not applicable to the
Company.

In
June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets." This statement addresses financial accounting and reporting for acquired goodwill and
other intangible assets and supersedes APB Opinion No. 17, "Intangible Assets." It addresses how intangible assets that are acquired individually or with a group of other assets (but not those
acquired in a business combination) should be accounted for in financial statements upon their acquisition. This statement also addresses
how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. It is effective for fiscal years beginning after
December 15, 2001. Early application is permitted for entities with fiscal years beginning after March 15, 2001, provided that the first interim financial statements have not been issued
previously. This statement is not applicable to the Company.

In
June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." This statement applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction, development, and/or the normal operation of long-lived assets, except for certain obligations of lessees. This
statement is not applicable to the Company.

In
August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets. This statement replaces SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of," the accounting and reporting provisions of APB No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual, and Infrequently Occurring Events and Transactions," for the disposal of a segment of a business, and amends Accounting Research Bulletin
No. 51, "Consolidated Financial Statements," to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. The Company does not expect adoption of
SFAS No. 143 to have a material impact, if any, on its financial position or results of operations.

NOTE BRENTAL ACTIVITY

The Company, as lessor, leases space in a shopping center (the Center) located in Grand Rapids, Michigan.

In
July 1997, the lease for the tenant occupying approximately 12.5% of the Center expired. The tenant continues to occupy the space on a month-to-month
basis. Minimum rent in connection with this tenant is $3,500 per month.

The
remaining approximately 87.5% of the Center is vacant.

F-8

---



NOTE CINCOME TAXES

The provision for income taxes consists of:

|                                                                  |          | 2001 |        | 2000    |   | 1999   |        
|----------------------------------------------------------------- | -------- | ---- | ------ | ------- | - | ------ | -------
|Federal:                                                          |          |      |        |         |   |        |        
|                                                                  | Current  |      | $      |        |   | $      |       
|                                                                  | Deferred |      |        | (47,650 | ) |        | (25,957
|State:                                                            |          |      |        |         |   |        |        
|                                                                  | Current  |      |        | 2,020   |   |        | 2,020  
|                                                                  | Deferred |      |        | (12,028 | ) |        | (1,837 
|Increase (decrease) in valuation allowance of deferred tax assets |          |      | 59,678 |         |   | 27,794 |        
|                                                                  |          |      |        |         |   |        |        
|Total                                                             |          | $    | 2,020  |         | $ | 2,020  |        
|                                                                  |          |      |        |         |   |        |        

The
reconciliation of the provision for income taxes and the amount computed by applying the statutory federal income tax rate to earnings before income taxes is as follows:

|                                                     |  | 2001  |    | 2000  |    | 1999  |   
|---------------------------------------------------- |  | ----- | -- | ----- | -- | ----- | --
|Federal tax (benefit) at statutory rate              |  | (34.0 | )% | (34.0 | )% | (34.0 | )%
|State income tax, net of federal income tax benefit  |  | 1.3   |    | 2.6   |    | 2.1   |   
|Change in valuation allowance of deferred tax assets |  | 34.0  |    | 34.0  |    | 34.0  |   
|                                                     |  |       |    |       |    |       |   
|Provision for income taxes                           |  | 1.3   | %  | 2.6   | %  | 2.1   | % 
|                                                     |  |       |    |       |    |       |   

Deferred
tax assets (liabilities) consist of:

|                               |  | 2001 |          | 2000 |  
|------------------------------ |  | ---- | -------- | ---- | -
|Depreciation                   |  | $    | (64,488  | )    | $
|                               |  |      |          |      |  
|Gross deferred tax liabilities |  |      | (64,488  | )    |  
|                               |  |      |          |      |  
|Rental property loss allowance |  |      | 78,153   |      |  
|Loss carryforwards             |  |      | 618,875  |      |  
|                               |  |      |          |      |  
|Gross deferred tax assets      |  |      | 697,028  |      |  
|Valuation allowance            |  |      | (632,540 | )    |  
|                               |  |      |          |      |  
|Net deferred tax assets        |  |      | 64,488   |      |  
|                               |  |      |          |      |  
|Deferred taxes                 |  | $    | 0        |      | $
|                               |  |      |          |      |  

A
valuation allowance is provided to reduce the deferred tax assets to a level which, more likely than not, will be realized. The net deferred assets reflects management's estimate of
the amount which will be realized from future profitability with reasonable certainty. The net change in the total valuation allowance for the years ended December 31, 2001, 2000, and 1999 were
$63,795, $153,027 and ($3,062,143), respectively. The increases in 2001 and 2000 result primarily from management's assessment of the value of the Company's loss carryforward incurred in those years.
The decrease in 1999 resulted primarily from the expiration of loss carryforwards.

F-9

---

The
Company had operating loss carryforwards at December 31, 2001 for federal income tax purposes as follows:

EXPIRES
IN:

|2006 |  | $ | 630,000  
|---- |  | - | ---------
|2009 |  |   | 460,000  
|2018 |  |   | 80,000   
|2019 |  |   | 85,000   
|2020 |  |   | 85,000   
|2021 |  |   | 150,000  
|     |  |  
|     |  | $ | 1,490,000
|     |  |  

The
Company also had significant California and Michigan state operating loss carryforwards at December 31, 2001.

The
Company made income tax payments of $2,020, $2,020 and $3,620 during 2001, 2000 and 1999, respectively.

NOTE DINCENTIVE STOCK OPTION PLANS

The Company has incentive stock option plans for certain officers that provide for options to be granted at a price equal to fair market value at the date of the
grant. Options cannot be exercised after ten years from the date of the grant or more than three months after the termination of an optionee's employment with the Company. No stock options were
granted or exercised in 1999, 2000 or 2001. No options were outstanding at December 31, 2001; however, options were available to be granted for 5,450,000 shares.

NOTE ERELATED PARTY TRANSACTIONS

The current Chief Financial Officer is a partner in a certified public accounting firm which provides accounting and tax services to the Company. Fees paid by the
Company to that firm were $20,227 in 2001, $11,182 in 2000 and $12,286 in 1999.

F-10

---



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS    ON SUPPLEMENTAL INFORMATION

Board
of Directors
Regency Equities Corp.

Our
audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedules II and III are presented for purposes of complying
with the Securities and Exchange Commission's rules and are not a part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in our audits of the
basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

The
Supplemental InformationSelected Quarterly Financial Data was not audited by us and, accordingly, we do not express an opinion on it.

SINGER
LEWAK GREENBAUM & GOLDSTEIN, LLP

Los Angeles, California
February 21, 2002

F-11

---

REPORT OF INDEPENDENT AUDITORS    FINANCIAL STATEMENT SCHEDULES

Board
of Directors
Regency Equities Corp.

The
audit referred to in our report dated February 21, 2000 relating to the financial statements of Regency Equities Corp., which are contained in Item 8 of this Form 10K
included the audit of the financial statement schedules for the year ended December 31, 1999. These financial statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statement schedules based on our audit.

In
our opinion such financial statement schedules for the year ended December 31, 1999 present fairly, in all material respects, the information set forth therein.

BDO
SEIDMAN, LLP

Los
Angeles, California
February 21, 2000

F-12

---



REGENCY EQUITIES CORP.    SUPPLEMENTAL INFORMATION    SELECTED QUARTERLY FINANCIAL DATA    (UNAUDITED)

|                       |  | Three months ended |       
|---------------------- |  | ------------------ | ------
|
|Total revenues         |  | $                  | 32,368
|Loss before income tax |  | $                  | (6,419
|Net loss               |  | $                  | (6,419
|                       |  |                    |       
|Loss per share         |  | $                  | (0.000
|                       |  |                    |       

|                       |  | Three months ended |       
|---------------------- |  | ------------------ | ------
|
|Total revenues         |  | $                  | 52,079
|Loss before income tax |  | $                  | (8,516
|Net loss               |  | $                  | (8,516
|                       |  |                    |       
|Loss per share         |  | $                  | (0.000
|                       |  |                    |       

F-13

---

REGENCY EQUITIES CORP.    VALUATION AND QUALIFYING ACCOUNTSSCHEDULE II

|                                                                    |  | Balance,
beginning
of year |         | Additions
charged to
operations |   | Additions
to
reserve |  | Balance,
end
of year
|------------------------------------------------------------------- |  | -------------------------- | ------- | ------------------------------- | - | -------------------- |  | --------------------
|Deferred tax valuation allowance deducted from deferred tax assets: |  |                            |         |                                 |   |                      |  |                     
|December 31, 2000                                                   |  | $                          | 415,718 |                                 | $ |                     |  | $                   
|                                                                    |  |                            |         |                                 |   |                      |  |                     
|December 31, 2001                                                   |  | $                          | 568,745 |                                 | $ |                     |  | $                   
|                                                                    |  |                            |         |                                 |   |                      |  |                     

F-14

---

REGENCY EQUITIES CORP.    REAL ESTATE AND ACCUMULATED DEPRECIATIONSCHEDULE III

|    |  | Initial Cost |         | Costs capitalized subsequent to acquisition |   | Gross amount at which carried at close of period |  |   |         |  |   |        
|--- |  | ------------ | ------- | ------------------------------------------- | - | ------------------------------------------------ |  | - | ------- |  | - | -------
|
|
|(1) |  | $            | 266,076 |                                             | $ | 794,337                                          |  | $ | 411,028 |  | $ | 266,076

---

The
property was not subject to encumbrance at December 31, 2001, 2000, or 1999.

An
allowance for possible losses of $215,000 has been provided at December 31, 2001, 2000, and 1999 to adjust the carrying value of the property to estimated net realizable value.

2001

2000

1999Balance at beginning of period

$
474,916

$
437,684

$
392,544Additions during period


37,232


37,232


45,140Balance at close of period

$
512,148

$
474,916

$
437,684


F-15

---

REGENCY EQUITIES CORP.    ANNUAL REPORT ON FORM 10-K    INDEX TO EXHIBITS

|Exhibit
Number |  | Description                                                                                                                                                                                                                                |  | Page
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|3.1            |  | Certificate of Incorporation of the Company as amended and restated to date, incorporated herein by this reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1991.                 |  |     
|3.2            |  | By-laws of the Company, incorporated herein by this reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990.                                                                      |  |     
|10.1           |  | 1986 Stock Option Plan, incorporated herein by this reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991.                                                                     |  |     
|10.2           |  | Incentive Stock Option Plan, incorporated herein by this reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991.                                                                |  |     
|10.3           |  | Indemnification Agreement dated February 7, 1995, between the Company and William J. Adams, incorporated herein by this reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. |  |     
|10.4           |  | Indemnification Agreement dated February 7, 1995, between the Company and Allan L. Chapman, incorporated herein by this reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. |  |     
|10.5           |  | Indemnification Agreement dated February 7, 1995, between the Company and Morris Engel, incorporated herein by this reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.     |  |     
|10.6           |  | Indemnification Agreement dated February 7, 1995, between the Company and Ira L. Gottshall, incorporated herein by this reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. |  |     
|10.7           |  | Indemnification Agreement dated February 7, 1995, between the Company and Peter M. Graham, incorporated herein by this reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.  |  |     
|10.8           |  | Indemnification Agreement dated February 14, 1995, between the Company and Ronald LaBow, incorporated herein by this reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.    |  |     
|10.9           |  | Indemnification Agreement dated February 7, 1995, between the Company and Martin Oliner, incorporated herein by this reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994.   |  |     

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