<PAGE>
                                                                    Exhibit 99.1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 11-K

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the fiscal year ended December 31, 2001

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the transition period from ____________________to_____________________

     Commission file number 0-14365

     A.   Full title of the plan and the address of the plan, if different from
          that of the issuer named below:

          ATGI 401(K) PLAN


     B.   Name of issuer of the securities held pursuant to the plan and the
          address of its principal executive office:

          ALPHA TECHNOLOGIES GROUP, INC.
          11990 San Vincente Blvd., Suite 350
          Los Angeles, CA  90049
<PAGE>

REQUIRED INFORMATION


Item 1.   The audited statements of financial condition (Statements of Net
          Assets Available for Benefits) as of December 31, 2001 and 2000 are
          set forth on page F-2.

Item 2.   The audited statements of income and changes in plan equity
          (Statements of Changes in Net Assets Available for Benefits) for the
          year ended December 31, 2001 are set forth on page F-3.

Item 3.   The statements required by Items 1 and 2 were prepared in
          accordance with the applicable provisions of Article 6A of Regulation
          S-X (17 CFR 210.6A-01-.6A-05).

Item 4.   Not applicable.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                             ATGI 401(K) PLAN



                                             By: /s/ Steve E. Chupik
                                                --------------------------------
                                                Steve E. Chupik
                                                Administrator of the Plan

Date: June 28, 2002


                                       2
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Trustees of the
ATGI 401(K) PLAN

     We have audited the accompanying statement of net assets available for
benefits of the ATGI 401(k) Plan as of December 31, 2001 and 2000, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 2001. These financial statements are the responsibility of
the Plan'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 net assets available for benefits of the Plan as
of December 31, 2001 and 2000, and the changes in its net assets available for
benefits for the year ended December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America.

     Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying supplemental
schedule of assets (held at end of year) as of December 31, 2001 is presented
for purposes of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ Melton & Melton, L.L.P.


Houston, Texas
May 17, 2002


                                      F-1
<PAGE>

                                ATGI 401(k) PLAN
                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                2001         2000
                                                             ----------    ----------
<S>                                                          <C>           <C>
                                     ASSETS
                                     ------
Investments:
   Alpha Technologies Group, Inc.:
     Common Stock (at market), 184,631 shares
     and 188,237 shares at December 31, 2001
     and 2000, respectively                                  $  738,526    $1,670,607

   Connecticut General Life Insurance Company
     (a CIGNA company) Separate Account Funds
     at contract value:

          Guaranteed Short-Term Securities Fund                 267,311       294,619
          Guaranteed Long-Term Fund                           3,141,322     2,632,402

   Connecticut General Life Insurance Company
     (a CIGNA company) Separate Accounts at market value:

          Fidelity Advisor Growth Opportunities Account       1,004,491     1,218,321
          Janus Account                                         963,224     1,388,400
          S & P 500 Index Fund                                  826,261     1,142,675
          PBHG Growth Account                                   394,019       623,843
          American Century Vista Account                        185,714       248,679

   Participant loans                                            207,597       298,954
                                                             ----------    ----------
                 Total investments                            7,728,465     9,518,500
                                                             ----------    ----------

Receivables:
   Employer contributions                                        19,492        32,311
   Participant contributions                                     52,456        89,510
                                                             ----------    ----------
                 Total receivables                               71,948       121,821
                                                             ----------    ----------
                 Total assets                                 7,800,413     9,640,321
                                                             ----------    ----------

                                  LIABILITIES
                                  -----------

Administrative fees payable                                       6,601         3,004
                                                             ----------    ----------
                 Total liabilities                                6,601         3,004
                                                             ----------    ----------

                 Net assets available for benefits           $7,793,812    $9,637,317
                                                             ==========    ==========
</TABLE>


                      (See Notes to Financial Statements)


                                      F-2
<PAGE>

                                ATGI 401(k) PLAN
                       STATEMENT OF CHANGES IN NET ASSETS
                             AVAILABLE FOR BENEFITS
                      FOR THE YEAR ENDED DECEMBER 31, 2001

<TABLE>

<S>                                      <C>
ADDITIONS TO NET ASSETS:
   Participant contributions             $ 1,149,919
   Employer contributions                    306,510
                                         -----------
                                           1,456,429

   Interest and dividend income              188,837
                                         -----------
          Total additions                  1,645,266
                                         -----------

DEDUCTIONS FROM NET ASSETS:

   Benefit payments                        1,499,209
   Commissions and fees paid by
     participants                             15,413
   Administrative expenses                    31,845
                                         -----------
          Total deductions                 1,546,467
                                         -----------

Net realized and unrealized
  depreciation in fair market
  value of investments                    (1,942,304)
                                         -----------
          Decrease in net assets          (1,843,505)

NET ASSETS AVAILABLE FOR BENEFITS:

   Balance, December 31, 2000              9,637,317
                                         -----------

   Balance, December 31, 2001            $ 7,793,812
                                         ===========
</TABLE>


                       (See Notes to Financial Statements)


                                      F-3
<PAGE>

                                ATGI 401(k) PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 1 - DESCRIPTION OF THE PLAN

     GENERAL

          The ATGI 401(k) Plan (the "Plan"), for employees of Alpha Technologies
Group, Inc. and its subsidiaries (the "Company"), is a defined contribution
profit sharing plan, established November 1, 1977. The following description of
the Plan provides only general information. Participants should refer to the
Plan document for a more complete explanation of the Plan's provisions as the
Plan document is controlling at all times.

     ELIGIBILITY

          All employees are eligible to participate in the Plan without regard
to minimum age or service requirements. The employee must be employed on the
following entry dates in order to participate: January 1, April 1, July 1, or
October 1.

     PARTICIPANT ACCOUNTS

          The Plan provides that each participant shall direct the investment of
all contributions made to their participant account. Participant accounts are
valued on a daily basis, and each participant may change their election of
investment direction for future contributions on a daily basis. The benefit to
which a participant is entitled is based upon the vested value of the
participant's account.

     DISTRIBUTIONS

          A participant shall be immediately vested upon death, retirement or
termination of employment due to total and permanent disability. Normal
retirement age under the Plan is age 59. Upon an employee's termination or
retirement, the funds in his or her account are distributed in the form of an
annuity, cash or stock.

     Net assets available for benefits as of December 31, 2001 and 2000 include
amounts pending distribution to participants of $98,686 and $47,684,
respectively.

     If a participant terminates employment prior to normal retirement age for
any reason other than death or disability, the participant's interest in Company
contributions to the Plan vests as follows:

<TABLE>
<CAPTION>
                                              Percent Of
                                            Non-forfeitable
          Years Of Service                     Interest
          ----------------                 ----------------
<S>                                        <C>
          Less than one year                      0%
          One year                               20
          Two years                              40
          Three years                            60
          Four years                             80
          Five years                            100
</TABLE>


                                      F-4
<PAGE>

                                ATGI 401(k) PLAN
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

NOTE 1 - DESCRIPTION OF THE PLAN (CONTINUED)

     FORFEITURES

          After a participant's employment is terminated, any non-vested portion
of the participant's account can be used to offset administrative fees and the
Company's matching contribution, thus reducing future employer contributions.
Forfeitures included in net assets available for benefits at December 31, 2001
and 2000 amounted to $12,986 and $61,206, respectively. During the plan year
ended December 31, 2001, the Company used $25,000 of forfeiture monies for
employer contributions and $31,845 to offset administrative fees.

     CONTRIBUTIONS

          The Company's matching contribution is a discretionary amount to be
determined in advance each month by the Company. For 2001, the matching
contribution was equal to 50 percent of each participant's contribution not to
exceed 6 percent of the participant's compensation. The Company may also make an
additional discretionary contribution as determined by the Board of Directors.
No additional discretionary contribution was made for the year ended December
31, 2001. Each participant's contribution is based upon a percentage of annual
compensation determined by the individual and is limited to the lesser of 15
percent of the participant's compensation for the year or $10,500 in 2001, as
adjusted by the Internal Revenue Service for changes in the cost-of-living
pursuant to Section 402(g)(5) of the Internal Revenue Code. Each participant may
also contribute up to 10 percent of total compensation on an after-tax basis.
The combined pretax and after-tax contributions cannot exceed the Plan's
limitations. Participants are at all times fully vested in their contributions
and the appreciation or depreciation thereon.

     PARTICIPANT LOANS

          Plan participants may borrow Plan assets up to a maximum of the lesser
of $50,000 or 50 percent of their vested account balance in the Plan. Loans are
repaid in level installments through payroll deductions for periods ranging up
to five years for a general purpose loan, or up to 15 years for the purchase of
a primary residence. The loans are secured by the participant's account to the
extent of the principal amount of the loan plus accrued interest.

     TERMINATION OF THE PLAN

          Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). In the event of Plan termination, participants
will become 100 percent vested in their accounts.


                                      F-5
<PAGE>

                                ATGI 401(k) PLAN
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

NOTE 1 - DESCRIPTION OF THE PLAN (CONTINUED)

     INVESTMENT OF FUNDS

          There are eight funds in which participants can invest contributions
and in which other amounts are credited to participants' accounts as of December
31, 2001:

          ATGI STOCK FUND - A fund that maintains a brokerage account with
Merrill Lynch and invests solely in the common stock of Alpha Technologies
Group, Inc.

          GUARANTEED SHORT-TERM SECURITIES FUND - A CIGNA Separate Account
fixed-income investment fund that invests primarily in U.S. Treasury securities,
U.S. Government securities, certificates of deposit, time deposits, repurchase
agreements and commercial paper issued by major domestic and foreign
corporations. The fund seeks to maximize current income while maintaining a high
degree of liquidity and safety of principal.

          GUARANTEED LONG-TERM FUND - A CIGNA fixed-income investment fund that
invests primarily in intermediate-term bonds and commercial mortgages. The fund
seeks to provide competitive yields relative to comparable guaranteed fixed
income investment funds.

          S & P 500 INDEX FUND - A CIGNA Separate Account fund that is
constructed to reflect the composition of the Standard and Poor's 500 Index.

          FIDELITY ADVISOR GROWTH OPPORTUNITIES ACCOUNT - A CIGNA Separate
Account that invests wholly in the Fidelity Advisor Growth Opportunities Fund, a
mutual fund. The fund seeks to provide long-term capital growth by investing
primarily in common stocks and securities convertible into common stock.

          JANUS ACCOUNT - A CIGNA Separate Account that invests wholly in the
Janus Fund, a mutual fund. The fund seeks to provide long-term growth of capital
by investing primarily in a diversified portfolio of common stock.

          PBHG GROWTH ACCOUNT - A CIGNA Separate Account that invests wholly in
the PBHG Growth Fund, a mutual fund. The fund seeks capital appreciation by
investing primarily in common stock and securities convertible into common stock
of small and medium capitalization companies.

          AMERICAN CENTURY VISTA ACCOUNT - A CIGNA Separate Account that invests
wholly in the American Century Vista Account, a mutual fund. The fund seeks to
provide long-term growth of capital by investing primarily in equity-equivalent
securities of small and medium-sized companies.


                                      F-6
<PAGE>

                                ATGI 401(k) PLAN
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF ACCOUNTING

          The accounting records of the ATGI 401(k) Plan are maintained on the
cash basis; however, the financial statements have been prepared on the accrual
basis of accounting.

     ADMINISTRATIVE EXPENSES

          Administrative expenses of the Plan are paid by the Plan. Forfeitures
of any non-vested portion of a participant's account can be used to offset
administrative fees.

     INVESTMENTS

          Pursuant to the Department of Labor's Rules and Regulations for
Reporting and Disclosure under ERISA, the Plan reports investments in the
financial statements at current market value in accordance with accounting
principles generally accepted in the United States of America. As of December
31, 2001 and 2000, the ATGI Stock Fund is stated at aggregate market value based
on quoted market prices for the last trading day of the plan year. All other
funds, except the Guaranteed Short-Term Securities Fund and the Guaranteed
Long-Term Fund, which are stated at contract value, as of December 31, 2001 and
2000 are stated at aggregate market value as determined by CIGNA.

     INCOME TAXES

          The Plan obtained its latest determination letter on February 27, 1995
in which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue Code.
The Plan has been amended since receiving the determination letter. However, the
Plan administrator and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.

     ESTIMATES

          The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the Plan
administrator to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results may differ from those
estimates.

     RISKS AND UNCERTAINTIES

          The Plan provides for various investments in common stock and separate
accounts. Investment securities, in general, are exposed to various risks, such
as interest rate, credit and overall market volatility risk. Due to the level of
risk associated with certain investment securities, it is reasonably possible
that changes in the values of investment securities will occur in the near term.


                                      F-7
<PAGE>

                                ATGI 401(k) PLAN
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

NOTE 3 - INVESTMENTS

     During the year ended December 31, 2001, the Plan's investments (including
investments bought, sold, and held during the year) depreciated in value as
follows:

<TABLE>
<S>                                                <C>
ATGI Stock Fund                                    $  (932,697)
S & P 500 Index Fund                                  (141,905)
Fidelity Advisor Growth Opportunities Account         (183,652)
Janus Account                                         (361,019)
PBHG Growth Account                                   (237,692)
American Century Vista Account                         (85,339)
                                                   -----------
                                                   $(1,942,304)
</TABLE>

     Investments that represent 5 percent or more of the Plan's net assets at
December 31, 2001 and 2000 are separately identified below:

<TABLE>
<CAPTION>
                                                                 Market Or
                                                              Contract Value
   Identity Of                                           ------------------------
 Party Involved                   Description               2001         2000
 --------------                   -----------               ----         ----

<S>                           <C>                        <C>           <C>
ATGI Stock Fund               Equity securities          $  738,526    $1,670,607

Guaranteed Long-Term          Fixed-income
  Fund                          investment account        3,141,322     2,632,402

S & P 500 Index Fund          Pooled stock market
                                index account               826,261     1,142,675

Fidelity Advisor Growth       Capital appreciation
  Opportunities Account         investment account        1,004,491     1,218,321

Janus Account                 Capital appreciation
                                investment account          963,224     1,388,400

PBHG Growth                   Capital appreciation
  Account                       investment account          394,019       623,843
</TABLE>

NOTE 4 - CONTRACT WITH INSURANCE COMPANY

     The Plan holds a deposit administration contract with CIGNA. The Guaranteed
Long-Term (GLT) Fund and the Guaranteed Short-Term Securities (GST) Fund are
unallocated funds. The GLT Fund maintains a variable annualized rate, which was
5.35 percent and 5.60 percent at December 31, 2001 and 2000, respectively. The
GST Fund maintains a variable monthly rate, which was 1.95 percent and 4.90
percent annualized at December 31, 2001 and 2000, respectively.


                                      F-8
<PAGE>

                                ATGI 401(k) PLAN
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

NOTE 5 - PLAN AMENDMENT

     Effective February 14, 2001, the Plan was amended to adopt the CIGNA
prototype plan. In order to adopt the CIGNA prototype plan, the Company was
required to make several modifications and at the same time elected to make
several enhancements to the Plan. The modifications and enhancements included:

     -    Deletion of the minimum suspension period.

     -    Allocation of employer contributions to each participant who is a
          participant on any day of the contribution period regardless of hours
          of service (effective retroactive to January 1, 2001).

     -    Allocation of annual non-elective, annual matching and/or additional
          matching contributions made by the employer will not be made to
          participants who terminate employment during the plan year, are
          credited with less than 501 hours of service during the plan year, and
          are not employed on the last day of the plan year.

     -    All employers under the controlled group (current and future) are
          required to become an adopting employer in the Plan.

     -    To comply with only IRS safe harbor determinations for serious
          financial hardship withdrawals.

     -    To allow participants to transfer funds between investment accounts on
          a daily basis.

     -    To include "rule of parity" (hours of service) provisions for years of
          service prior to a break in service.

     -    To allow withdrawal of vested matching/non-elective contributions upon
          attainment of age 59-1/2.

     -    To allow non-5% owner participants to defer payment of minimum
          required distributions until the April 1st following the calendar year
          in which they terminate/retire from employment with the employer.

     -    To provide that the elective deferral upon which matching
          contributions are made by the employer, as determined by the Board of
          Directors in advance on an annual basis, shall not exceed 3% of the
          participant's compensation for the contribution period.


                                      F-9
<PAGE>

                                ATGI 401(k) PLAN
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2001

NOTE 6 - PROHIBITED TRANSACTION

     In 2000, Alpha Technologies Group, Inc. conducted a stock rights offering.
As a holder of record of ATGI stock on the record date of October 25, 2000, the
ATGI 401(k) Plan received 7,556 subscription rights in the stock rights
offering. These rights were allocated to participants based upon their allocated
holdings of ATGI stock under the Plan as of October 25, 2000. Participants were
given the option to individually exercise their rights accordingly.

     Alpha Technologies Group, Inc. filed an exemption application with the
Department of Labor ("DOL") requesting exemption from possible violations of the
prohibited transaction provisions of the Employee Retirement Income Security Act
of 1974 (ERISA), as amended, and the Internal Revenue Code of 1986, as amended
on February 15, 2001. Exemption for the prohibited transaction was granted by
the DOL on August 3, 2001.

NOTE 7 - PARTIAL TERMINATION

     The Company experienced a 28.7 and 26.6 percent reduction in eligible
participants during the plan years ended December 31, 2001 and 2000,
respectively. Reductions were primarily due to reductions in workforce due to
economic conditions, and reorganization of the Company and its subsidiaries.
Pursuant to Internal Revenue Code Section 411(d)(3), the affected participants
became 100 percent vested in their account balances.

NOTE 8 - PARTY-IN-INTEREST TRANSACTIONS

     The Plan invests in shares of common stock of the Company. As the Company
is the sponsor of the Plan, these transactions qualify as party-in-interest
transactions. In addition, the Plan invests in shares of separate accounts of
CIGNA. As CIGNA is the custodian of the Plan, these transactions qualify as
party-in-interest transactions. Participant loans are with employees of the
Company, as such, these transactions qualify as party-in-interest transactions.

NOTE 9 - SUBSEQUENT EVENT

     Effective January 1, 2002, the investment custodian, Cigna Retirement &
Investment Services, was replaced by ADP, Inc. and the trustee of the Plan was
replaced by JP Morgan Chase Bank.


                                      F-10
<PAGE>

                                ATGI 401(k) PLAN
                    SCHEDULE OF ASSETS (HELD AT END OF YEAR)
                                DECEMBER 31, 2001
                                EIN # 76-0079338
                                    PLAN #001

<TABLE>
<CAPTION>
                                                   (C)
                       (B)                DESCRIPTION OF INVESTMENT
    (A)        IDENTITY OF ISSUE,           INCLUDING MATURITY DATE,                     (E)
PARTY-IN-       BORROWER, LESSOR         RATE OF INTEREST, COLLATERAL,         (D)     CURRENT
INTEREST       OR SIMILAR PARTY              PAR OR MATURITY VALUE            COST      VALUE
---------       ----------------         -----------------------------        ----     -------

<S>         <C>                          <C>                                  <C>    <C>
   *        Alpha Technologies
              Group, Inc.                  ATGI Stock Fund                     **    $  738,526

   *        Connecticut General
              Life Insurance Company
              (A CIGNA company)
              Funds                        Guaranteed Short-Term
                                           Securities Fund                     **       267,311
                                           Guaranteed Long-Term Fund           **     3,141,322

   *        Connecticut General
              Life Insurance Company
              (A CIGNA company)
              Separate Accounts            Fidelity Advisor Growth
                                           Opportunities Account               **     1,004,491
                                           Janus Account                       **       963,224
                                           S & P 500 Index Fund                **       826,261
                                           PBHG Growth Account                 **       394,019
                                           American Century Vista Account      **       185,714

   *        Participant                    Prime plus 1% participant
              Loans                        loans (6.5% - 10.5%)                **       207,597
                                                                                     ----------
                                                                                     $7,728,465
</TABLE>

*   A party-in-interest as defined by ERISA
**  Cost omitted for participant directed investments


                                      S-1
<PAGE>

                                   SCHEDULE II
                                ATGI 401(k) PLAN
                       SCHEDULE OF NONEXEMPT TRANSACTIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2001
                                EIN # 76-0079338
                                    PLAN #001

<TABLE>
<CAPTION>
                                            (C)
                                        DESCRIPTION
                                      OF TRANSACTIONS
                         (B)             INCLUDING                                       (G)                              (J)
                     RELATIONSHIP      MATURITY DATE,                                  EXPENSES                 (I)     NET GAIN
       (A)             OF PLAN,       RATE OF INTEREST,      (D)       (E)      (F)    INCURRED       (H)     CURRENT   OR (LOSS)
   IDENTITY OF    EMPLOYER, OR OTHER   COLLATERAL, PAR,   PURCHASE   SELLING   LEASE     WITH        COST      VALUE     ON EACH
PARTY INVOLVED    PARTY-IN-INTEREST   OR MATURITY VALUE     PRICE     PRICE   RENTAL  TRANSACTION  OF ASSET  OF ASSET  TRANSACTION
--------------    ------------------  -----------------   --------   -------  ------  -----------  --------  --------  -----------
<S>               <C>                 <C>                 <C>        <C>      <C>     <C>          <C>       <C>       <C>
Steve E. Chupik      Plan Trustee     Receipt of 7,556       N/A       N/A      N/A       N/A         N/A       N/A         N/A
                                      stock rights
                                      expiring
                                      January 8, 2001
</TABLE>


                                      S-2
<PAGE>

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to the incorporation
by reference of our report included in this Form 11-K, into the Company's Form
S-8 Registration Statements filed on June 23, 1986 (Reg. No. 33-06695); January
29, 1987 (Reg. No. 33-11627); September 28, 1987 (Reg. No. 33-17359); March 17,
1988 (Reg. No. 33-20706); June 30, 1989 (Reg. No. 33-29636); June 23, 1992 (Reg.
No. 33-48663); April 30, 1996 (Reg. No. 333-03001); and May 25, 2001 (Reg. No.
333-61708); and S-3 Registration Statement filed on August 16, 1996 (Reg. No.
333-10311).


Houston, Texas
May 17, 2002                                       /s/ Melton & Melton, L.L.P.