UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

      (Mark One)

|X|             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 27, 2000.

|_|            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 1-7013
                       ------

                             GRISTEDE'S FOODS, INC.
                             ----------------------
             (Exact Name of Registrant as Specified in its Charter)

                 Delaware                                 13-1829183
                 --------                                 ----------
      (State or Other Jurisdiction of                   (I.R.S. Employer
      Incorporation or Organization)                   Identification No.)

                  823 Eleventh Avenue, New York, New York 10019
                  ---------------------------------------------
                    (Address of Principal Executive Offices)

                                 (212) 956-5803
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act 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 |X| No |_|

At April 30, 2000, the registrant had issued and outstanding 19,636,574 shares
of common stock.

<PAGE>

                     GRISTEDE'S FOODS, INC. AND SUBSIDIARIES

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

            Consolidated Balance Sheets as of
               February 27, 2000 and November 28, 1999                    Page 3

            Consolidated Statements of Operations for
               the quarters ended
               February 27, 2000 and February 28, 1999                    Page 4

            Consolidated Statements of Stockholders' Equity
               for the year ended November 28, 1999 and the
               quarter ended February 27, 2000                            Page 5

            Consolidated Statements of Cash Flows for the
               quarters ended February 27, 2000 and
               February 28, 1999                                          Page 6

            Notes to Consolidated Financial Statements                    Page 7

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                         Page 9


                                      - 2 -

<PAGE>

Item 1
Financial Statements

                     GRISTEDE'S FOODS, INC. AND SUBSIDIARIES
                      UNAUDITED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                          February 27,    November 28,
ASSETS                                                        2000            1999
                                                          ------------    ------------
<S>                                                       <C>             <C>
CURRENT ASSETS:
    Cash                                                  $    339,270    $    298,582
    Accounts receivable - net of allowance for doubtful
        accounts of $500,000 at February 27, 2000 and
        $500,000 November 28, 1999                           6,197,242       6,797,401
    Inventory                                               26,401,530      25,241,677
    Prepaid expenses and other current assets                1,932,675       1,761,378
    Notes receivable - current portion                         305,140         306,337
                                                          ------------    ------------

        Total current assets                                35,175,857      34,405,375
                                                          ------------    ------------

PROPERTY AND EQUIPMENT:
    Furniture, fixtures and equipment                       15,600,998      15,334,522
    Capitalized equipment leases                            14,265,986      13,072,200
    Leaseholds and leasehold improvements                   42,982,452      40,773,458
                                                          ------------    ------------
                                                            72,849,436      69,180,180
    Less accumulated depreciation and amortization          30,770,798      29,576,085
                                                          ------------    ------------

        Net property and equipment                          42,078,638      39,604,095

    Deposits and other assets                                  877,092         769,221
    Deferred costs                                           2,883,957       2,994,991
    Notes receivable - noncurrent portion                      185,162         256,489
                                                          ------------    ------------

TOTAL                                                     $ 81,200,706    $ 78,030,171
                                                          ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts payable, trade                               $ 14,073,632    $ 14,800,350
    Accrued payroll, vacation and withholdings                 979,343       1,052,150
    Accrued expenses and other current liabilities           1,535,404       1,510,690
    Capitalized lease obligation - current portion           1,755,314       1,570,553
    Current portion of long term debt                        2,009,523       1,797,619
                                                          ------------    ------------

        Total current liabilities                           20,353,216      20,731,362

    Long-term debt - noncurrent portion                     27,323,221      27,035,125
    Due to Affiliate                                        10,863,500       9,113,500
    Deferred advertising                                     1,399,954       1,597,654
    Capitalized lease obligation - noncurrent portion        6,186,845       5,651,425
    Deferred rents                                           2,559,242       2,392,753
                                                          ------------    ------------

        Total liabilities                                   68,685,978      66,521,819
                                                          ------------    ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

    Common stock, $0.02 par value - shares authorized
        25,000,000; outstanding 19,636,574 shares at
        February 27, 2000 and November 28, 1999                392,732         392,732
    Additional paid-in capital                              14,136,674      14,136,674
    Retained eanings/ (deficit)                             (2,014,678)     (3,021,054)
                                                          ------------    ------------

        Total stockholders' equity                          12,514,728      11,508,352
                                                          ------------    ------------
TOTAL
                                                          $ 81,200,706    $ 78,030,171
                                                          ============    ============
</TABLE>

See accompanying notes.


                                       -3-

<PAGE>

                     GRISTEDE'S FOODS, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
             13 WEEKS ENDED FEBRUARY 27, 2000 AND FEBRUARY 28, 1999

<TABLE>
<CAPTION>
                                                       13 weeks         13 weeks
                                                         ended           ended
                                                      February 27     February 28
                                                          2000            1999
                                                      ------------    ------------
<S>                                                   <C>             <C>
Sales                                                 $ 53,747,897    $ 44,187,791
Cost of sales                                           32,408,079      27,135,886
                                                      ------------    ------------

Gross profit                                            21,339,818      17,051,905

Store operating, general and administrative expense     16,260,186      13,122,980

Pre-store  opening startup costs                           283,333         315,034

Depreciation and amortization                            1,271,300       1,138,484

Non-store operating expenses:

    Administrative payroll and fringes                   1,076,338         979,417
    General office expense                                 411,418         321,065
    Professional fees                                      110,573         196,189
    Corporate expense                                       42,315          39,250
                                                      ------------    ------------

Total non-store operating expense                        1,640,644       1,535,921
                                                      ------------    ------------

Operating profit                                         1,884,355         939,486
                                                      ------------    ------------

Other income (expense):

    Interest expense                                      (886,186)       (544,854)
    Interest income                                         14,707          28,788
                                                      ------------    ------------

Total other expense - net                                 (871,479)       (516,066)
                                                      ------------    ------------

Income before income taxes                               1,012,876         423,420

Provision for income taxes                                   6,500          16,724
                                                      ------------    ------------

Net income                                            $  1,006,376    $    406,696
                                                      ============    ============

Income per share                                      $       0.05    $       0.02
                                                      ============    ============

Weighted average number of shares and
equivalents outstanding                                 19,636,574      19,636,574
                                                      ============    ============

See accompanying notes
</TABLE>


                                       -4-

<PAGE>

                     GRISTEDE'S FOODS, INC. AND SUBSIDIARIES
            UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
    FOR THE YEAR ENDED NOVEMBER 28, 1999 AND 13 WEEKS ENDED FEBRUARY 27, 2000

<TABLE>
<CAPTION>
                                                                  Additional     Retained         Total
                                           Common stock             Paid-In      earnings     Stockholders'
                                      Shares         Amount         Capital      (Deficit)       Equity
                                    -----------    -----------    -----------   -----------   -------------
<S>                                  <C>           <C>            <C>           <C>            <C>
Balance at November 27, 1998         19,636,574    $   392,732    $14,136,674   $  (147,723)   $14,381,683

Net loss for the year ended
   November  28, 1999                                                            (2,873,331)    (2,873,331)
                                    -----------    -----------    -----------   -----------    -----------

Balance at November 28, 1999         19,636,574        392,732     14,136,674    (3,021,054)    11,508,352

Net income for the thirteen weeks
   ended February 27, 2000                                                        1,006,376      1,006,376
                                    -----------    -----------    -----------   -----------    -----------

Balance at February 27, 2000         19,636,574    $   392,732    $14,136,674   $(2,014,678)   $12,514,728
                                    ===========    ===========    ===========   ===========    ===========
</TABLE>

See accompanying notes.

                                       -5-

<PAGE>

                     GRISTEDE'S FOODS, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
             13 WEEKS ENDED FEBRUARY 27, 2000 AND FEBRUARY 28, 1999

<TABLE>
<CAPTION>
                                                        February 27,   February 28,
                                                           2000           1999
                                                        ------------   ------------
<S>                                                     <C>            <C>
Cash flows from operating activities:

   Net income                                           $ 1,006,376    $   406,696

   Adjustments to reconcile net income to net cash
   provided by operating activities:

     Depreciation and amortization                        1,271,300      1,138,484

     Changes in operating assets and liabilities:

       Accounts receivable - net                            600,159        471,953
       Inventory                                         (1,159,853)    (1,323,772)
       Prepaid expenses and other current assets           (171,297)      (179,004)
       Notes receivable                                      72,524        731,367
       Other assets                                           3,163       (315,720)
       Accounts payable, trade                             (726,718)     1,084,630
       Accrued payroll, vacation and withholdings           (72,807)      (724,141)
       Accrued expenses and other current liabilities        24,714        453,744
       Deferred rents                                       166,489        166,953
       Other credits                                       (197,700)       (32,500)
                                                        -----------    -----------

         Net cash provided by operating activities          816,350      1,878,690
                                                        -----------    -----------

Cash flows from investing activities:

   Capital expenditures - net                            (3,745,843)    (2,127,795)
                                                        -----------    -----------

         Net cash used in investing activities           (3,745,843)    (2,127,795)
                                                        -----------    -----------

Cash flows from financing activities:

    Repayments of bank loan                                (300,000)      (816,905)
    Repayment capitalized lease obligations                (444,853)      (172,430)
    Proceeds from bank loans                                800,000        700,000
    Proceeds from capitalized lease obligations           1,165,034        334,499
    Due from affiliates                                   1,750,000        180,000
                                                        -----------    -----------

         Net cash used in financing activities            2,970,181        225,164
                                                        -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         40,688        (23,941)

CASH AND CASH EQUIVALENTS, begining of period               298,582         53,794
                                                        -----------    -----------

CASH AND CASH EQUIVALENTS, end of period                $   339,270    $    29,853
                                                        ===========    ===========

Supplemental disclosures of cash flow information:

    Cash paid for interest                              $   339,270    $   440,990
    Cash paid for taxes                                      89,050          5,097
</TABLE>

See accompanying notes.


                                       -6-

<PAGE>

                     GRISTEDE'S FOODS, INC. AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business - On November 4, 1997, Sloan's Supermarkets, Inc. ("Sloan's") changed
its name to Gristede's Sloan's, Inc. ("GRI" or the "Company"). On November 10,
1997, GRI acquired certain assets, net of liabilities, of 29 selected
supermarkets and a wholesale distribution business ("The Food Group") controlled
by Mr. John Catsimatidis, Chairman and 37% stockholder of Sloan's. The
transaction was accounted for as the acquisition of Sloan's by The Food Group
pursuant to Emerging Issues Task Force 90-13 as a result of The Food Group
obtaining control of Sloan's after the transaction. The assets and liabilities
of The Food Group were recorded at their historical cost. Sloan's assets and
liabilities were recorded at their fair value to the extent acquired.
Consideration for the transaction was based on an aggregate of $36,000,000 in
market value of the Company's common stock and the assumption of $4,000,000 of
liabilities. 16,504,298 shares of common stock were issued on the date of the
acquisition based on a market price of $2.18 per share. On August 16, 1999 the
Company changed its name to Gristede's Foods, Inc.

The Company presently operates 41 supermarkets (the "Supermarkets") and two
pharmacy stores. 36 Supermarkets and two pharmacy stores are located in
Manhattan, New York, three Supermarkets are located in Westchester County, New
York, one Supermarket is located in Brooklyn, New York, one Supermarket is
located in Long Island, New York. 7 of the Supermarkets are operated under the
"Sloan's" name and 34 are operated under the "Gristede's" name. The Company
leases all of its store locations.

The Company also owns City Produce Operating Corp., a corporation which operates
a warehouse and distribution center primarily for fresh produce on leased
premises in the Bronx, New York.

Principles of Consolidation - The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All material
intercompany accounts and transactions have been eliminated in consolidation.

Quarter End - The Company operates using the conventional retail 52/53 week
fiscal year. The fiscal quarter ends on the Sunday closest to the end of the
quarter. The Company's fiscal year ends on the Sunday closest to November 30.

Inventory - Store inventories are valued principally at the lower of cost or
market with cost determined under the retail first in, first out (FIFO) method.

Property and Equipment - Depreciation of furniture, fixtures and equipment is
computed by the straight-line method over the estimated useful lives of the
assets.

Leases - The Company charges the cost of noncancelable operating lease payments
and beneficial leaseholds to operations on a straight-line basis over the lives
of the leases.


                                      - 7 -

<PAGE>

                     GRISTEDE'S FOODS, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Provision for income taxes - Income taxes reflect Federal and State alternative
minimum tax only, as all regular income taxes have been offset by utilization of
the Company's net operating loss carry forward.

Income Per share - Per share data are based on the weighted average number of
shares of common stock and equivalents outstanding during each quarter. Income
per share is computed by the treasury stock method; primary and fully diluted
income per share are the same.

In the opinion of management, the information furnished reflects all adjustments
(consisting of normal recurring adjustments) which are necessary for a fair
statement of the results of operations for the interim period. The interim
figures are not necessarily indicative of the results to be expected for the
fiscal year.

The Company's Annual Report on Form 10-K for the 12 month period ended November
28, 1999 contains information which should be read in conjunction herewith.

2. RELATED PARTY TRANSACTIONS

Under a management agreement dated November 10, 1997, Namdor Inc., a subsidiary
of the Company, performs consulting and managerial services for three
supermarkets owned by corporations controlled by John Catsimatidis. In
consideration of such services, Namdor Inc. is entitled to receive on a
quarterly basis a cash payment of 1.25% of all sales of merchandise made at the
managed supermarkets. During the quarters ended February 27, 2000 and February
28, 1999 the management fee income was $23,976 and $27,541, respectively.

C&S Acquisition Corp. (formerly Red Apple Leasing, Inc.) a corporation wholly
owned by John Catsimatidis, leases equipment to the Company. Such leases are
primarily for store operating equipment. Obligations under capital leases at
February 27, 2000 were $325,803 and require monthly payments of $35,114 through
March 1, 2001. Obligations under operating leases were $41,676 per month during
the quarter ended February 27, 2000.

Advertising services are provided to the Company by an affiliated company, MCV
Advertising Associates Inc. a company owned by John Catsimatidis. For the
quarters ended February 27, 2000 and February 28, 1999 the costs incurred were
$375,102 and $285,032, respectively.

The Company leases three locations from Red Apple Real Estate, Inc., a company
solely owned by John Catsimatidis. During the quarters ended February 27, 2000
and February 28, 1999 the Company paid to Red Apple Real Estate, Inc. $307,858
and $225,666, respectively.

Wolf, Block, Schorr and Solis-Cohen LLP, a law firm of which Martin Bring, a
director of the Company is a member, received fees of $52,858 and $36,644 for
the quarters February 27, 2000 and February 28, 1999, respectively.


                                      - 8 -

<PAGE>

                     GRISTEDE'S FOODS, INC. AND SUBSIDIARIES

                                     PART I

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS FOR THE QUARTERS ENDED FEBRUARY 27, 2000 AND
              FEBRUARY 28, 1999.

RESULTS OF OPERATIONS:

The following table sets forth items from the Company's Consolidated Statements
of Operations as a percentage of sales.

                                                     13 weeks        13 weeks
                                                      ended           ended
                                                    February 27,   February 28,
                                                       2000            1999
                                                       ----            ----

Sales                                                  100.0           100.0
Cost of sales                                           60.3            61.4
                                                      ------          ------
Gross profit                                            39.7            38.6
Store operating, general and
   administrative expense                               30.3            29.7
Pre-store opening startup costs                          0.5             0.7
Depreciation and amortization                            2.4             2.6
Non-store operating expense                              3.0             3.5
                                                      ------          ------
Operating profit                                         3.5             2.1
Other income (expense)                                  (1.6)           (1.2)
                                                      ------          ------
Income from operations
   before income taxes                                   1.9             0.9
Provision for income taxes                                --              --
                                                      ------          ------
Net income                                               1.9             0.9
                                                      ------          ------

Sales for the 13 weeks ended February 27, 2000 were $ 53,747,897 as compared to
sales for the 13 weeks ended February 28, 1999 of $44,187,791. The increase in
sales during the 2000 period was primarily the result of the Company's
remodeling program, which is continuing and two new stores which opened
subsequent to the 1999 period.

Gross profit was $21,339,818 or 39.70 % of sales for the 13 week period ended
February 27, 2000 as compared with $17,051,905 or 38.59 % of sales for the 13
week period ended February 28, 1999. The increase in gross profit as a
percentage of sales, during the 2000 period, was primarily due to reduced
promotional price reductions in connection with the grand reopening periods of
the newly remodeled stores as well as the recovery of certain stores from
unusually low gross margins during the fourth quarter of fiscal 1999.


                                      - 9 -

<PAGE>

Store operating, general and administrative expenses were $16,260,186 or 30.25 %
of sales for the 13 week period ended February 27, 2000 as compared to
$13,122,980 or 29.70 % of sales for the 13 week period ended February 28, 1999.
The increase in store operating, general and administrative expenses as a
percentage of sales in the 2000 period was mainly due to increases in occupancy
cost, labor costs associated with the store remodels and advertising costs.

Pre-store opening startup costs were $283,333 or 0.53% of sales for the 13 weeks
ended February 27, 2000 as compared to $315,034 or 0.71% of sales for the 13
week period ended February 28, 1999. The decrease in pre-store opening startup
costs in the 2000 period was primarily due to the fact that the stores remodeled
required less pre-opening advertising and store set-up labor costs.

Non-store operating expenses were $ 1,640,644 or 3.05 % of sales for the 13
weeks ended February 27, 2000 as compared to $1,535,921 or 3.48 % of sales for
the 13 week period ended February 28, 1999. Administrative payroll and fringes
were 2.00 % of sales for the 2000 period as compared with 2.22 % of sales for
the 1999 period. The decrease in the 2000 period reflects the containment of
costs associated with the supervisory personnel required as a result of the
additional business generated by the store remodeling program. General office
expenses as a percentage of sales were 0.77 % for the 2000 period as compared to
0.73 % for the 1999 period. The increase during the 2000 period was primarily
due to additional back office costs in relation to the increased sales.
Professional fees were 0.20 % of sales for the 2000 period as compared to 0.44 %
of sales for the 1999 period. The decrease in the 2000 period was due to the
reduced need for outside accounting and legal services. Corporate expenses as a
percentage of sales were 0.08 % for the 2000 period as compared to 0.09 % for
the 1998 period. The slight decrease was primarily due to decreased shareholder
expenses.

Interest expense for the 13 weeks ended February 27, 2000 was $ 886,186 as
compared to $544,854 for the 13 weeks ended February 28,1999. The increase in
the 2000 period was primarily attributable to increased borrowings under the
Company's bank credit facility and increased capitalized equipment leasing.

Interest income for the 13 weeks ended February 27, 2000 was $ 14,707 as
compared with $28,788 for the 13 weeks ended February 28 1999. The decrease in
the 2000 period was due to the reduction in outstanding notes receivable as
compared to the 1999 period.

As a result of the items reviewed above the net income before provision for
income taxes for the 13 weeks ended February 27, 2000 was $1,012,876 as compared
to a net income of $423,421 for the 13 week period ended February 28, 1999.

LIQUIDITY AND CAPITAL RESOURCES

On November 10, 1997, the Company completed its financial arrangements with a
group of banks for a credit facility in the aggregate amount of $25,000,000.
Under the credit agreement the Company obtained a term loan in the amount of
$12,000,000 to refinance prior bank debt, an improvement term loan line of
credit in the amount of $8,000,000 to finance capital improvements to its
Supermarkets and a revolving line of credit in the amount of $5,000,000 to
provide working capital. The revolving line of credit was increased to
$14,000,000 effective as of May 29, 1999. As of February 27, 2000, the credit
facility, as amended, provided for (i) a maturity date of November 30, 2003, at
which time all amounts outstanding thereunder are


                                     - 10 -


<PAGE>

due, (ii) certain financial covenants, (iii) amortization of the term loan by
$100,000 per month through and including June 1, 2000, and thereafter $142,857
per month; (iv) amortization of the improvement term loan by $50,000 per month
commencing July 1, 2000 through and including June 1, 2001 and $133,333 per
month thereafter and (v) a reduction in the revolving credit commitment by
$466,667 per month commencing July 1, 2001.

amortization was reduced to $100,000 per month through and including June 1,
2000, and thereafter is $142,857 per month; amortization on the improvement term
loan is $50,000 per month commencing July 1, 2000 through and including June 1,
2001 and $133,333 per month thereafter; the revolving credit commitment reduces
by $466,667 per month commencing July 1, 2001.

Presently, the bank facilities are fully utilized and the Company is negotiating
an increase in the credit facilities with its banks. There is no assurance that
the Company will be able to negotiate such an increase on terms satisfactory to
the Company. If the Company is unable to obtain its desired financing from its
banks, the Company will seek increased financing from third party leasing
companies and/or additional financing from the Company's principal shareholder
and other sources.

The Company has not incurred any material commitments for capital expenditures,
although it anticipates spending approximately $15,000,000 to $20,000,000 on its
store remodeling and expansion program in fiscal 2000. Such amount is subject to
adjustment based on the availability of funds.

Borrowings under the facility bear interest at a spread over either the prime
rate of the bank acting as agent for the group of banks or a LIBOR rate, with
the spread dependent on the ratio of the Company's funded debt to EBITDA ratio,
as defined in the credit agreement. The average interest rate on amounts
outstanding under the facility during the 13 weeks ended February 27, 2000 was
9.1% per annum.

The credit facility contains covenants, representations and events of default
typical of credit facility agreements, including financial covenants which
require the Company to meet, among other things, a minimum tangible net worth,
debt service coverage ratios and fixed charge coverage ratios, and which limit
transactions with affiliates. The facility is secured by equipment, inventories
and accounts receivable.


                                     - 11 -

<PAGE>

                     GRISTEDE'S FOODS, INC. AND SUBSIDIARIES

PART II - OTHER INFORMATION


Item 1. Legal Proceedings

        None.

Item 2. Change in Securities and Use of Proceeds

        None.

Item 3. Defaults Upon Senior Securities

        None.

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

        None.

Item 5. Other Information

        None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

        27. Financial Data Schedule

(b) No Current Reports on Form 8-K were filed for the quarter for which this
report is being filed.


                                      - 12-

<PAGE>

                                   SIGNATURES

Pursuant to the requirements 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.

                                       Gristede's Foods, Inc.

                                 By:   /s/ John A. Catsimatidis
                                       ------------------------

                                       John A. Catsimatidis
                                       Chairman of the Board and
                                       Chief Executive Officer

Dated: June 12, 2000

                                 By:   /s/ Stuart Spivak
                                       -----------------

                                       Stuart Spivak
                                       Executive Vice President and
                                       Chief Financial Officer
                                       through April 30, 2000

Dated: June 12, 2000

                                     - 13 -