1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB

              [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998

                                       OR

               [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        FOR THE TRANSITION PERIOD FROM TO


                           Commission File No. 0-12993



                                TELS Corporation
                                ----------------

       (Exact name of small business issuer as specified in its charter)



Utah                                                                 87-0373840
----                                                                 ----------
(State or other jurisdiction of                                   (IRS Employer
incorporation or organization)                              Identification No.)



705 East Main Street, American Fork,  Utah                                84003
------------------------------------  ----                                -----
(Address of principal executive offices)                             (Zip Code)

         Issuer's telephone number, including area code: (801) 756-9606
 


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 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 [ ]
 

The Registrant had issued and outstanding 3,891,774 shares of common stock
on October 31, 1998.



<PAGE>

                                TELS Corporation
                                ----------------


                                     INDEX
                                     -----


PART I. FINANCIAL INFORMATION                                            Page


     Consolidated Balance Sheets -- September 30, 1998                     3
               and December 31, 1997              

     Consolidated Statements of Operations -- Three and Nine Months        4
               Ended September 30, 1998 and 1997, respectively

     Consolidated Statements of Cash Flows -- Nine Months Ended            5
               September 30, 1998 and 1997, respectively

     Notes to Consolidated Financial Statements                           6,7

     Management's Discussion and Analysis of Financial                  8,9,10
               Condition and Results of Operations


PART 11. OTHER INFORMATION

     Item 1.  Market Listing                                              11

     Item 6.  Exhibits and Reports on Form 8-K                            11


SIGNATURES                                                                12



<PAGE>
<TABLE>
<CAPTION>

                                TELS Corporation
                                ----------------

                           Consolidated Balance Sheets


                                                                           September 30,    December 31,
                                                                                1998             1997
                              Assets                                        (Unaudited)        Audited   
                              ------                                        -----------        -------   
<S>     <C>    <C>    <C>    <C>    <C>    <C>
 
Current Assets
         Cash and cash equivalents .....................................   $    54,515    $    13,845
         Cash investments ..............................................        46,696         67,364
         Trade accounts receivable, less allowance for
              doubtful receivables of $108,809 and $119,381 respectively       725,346        719,260
         Employee and other receivables ................................        54,263        117,438
         Inventories ...................................................       505,689        795,955
         Prepaid expenses ..............................................       155,670        171,168
         Deferred income taxes .........................................       139,156        139,156
                                                                               -------        -------

                  Total current assets .................................     1,681,335      2,024,186
                                                                             ---------      ---------

Property, plant and equipment, net .....................................       680,263        758,149
Software development costs, net.........................................       201,264        189,216
Intangible assets, net .................................................        60,485        119,017
Deferred income taxes ..................................................       831,965        701,730
Other assets ...........................................................       207,704        167,938
                                                                               -------        -------
                                                                           $ 3,663,016    $ 3,960,236
                                                                           ===========    ===========


                  Liabilities and Stockholders' Equity
                  ------------------------------------

Current Liabilities
         Current portion of long-term debt .............................       427,856        824,043
         Trade accounts payable ........................................       426,724        294,644
         Accrued expenses ..............................................       172,291        149,530
         Accrued vacation ..............................................        69,818         94,562
         Deferred Income ...............................................       113,149         98,749
         Deposits and advances .........................................        28,633         10,568
                                                                                ------         ------

                  Total current liabilities ............................     1,238,471      1,472,096
                                                                             ---------      ---------

Long-term debt, excluding current installments .........................       385,505         19,683
                                                                               -------         ------

Stockholders' equity
         Common stock, $.02 par value.  Authorized 50,000,000 shares;
              issued and outstanding 3,891,774  ........................        77,835         77,835
         Additional paid-in capital ....................................     4,226,532      4,226,532
         Accumulated deficit ...........................................    (2,265,327)    (1,825,735)
         Deferred compensation .........................................                      (10,175)
                                                                                              ------- 

                  Net stockholders' equity .............................     2,039,040      2,468,457
                                                                             ---------      ---------


                                                                           $ 3,663,016    $ 3,960,236 
                                                                           ===========    =========== 

</TABLE>








                 See accompanying notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>

                                TELS Corporation
                                ----------------

                      Consolidated Statements of Operations
                                   (Unaudited)


                                                                         Three months ended           Nine months ended
                                                                            September 30,               September 30,         
                                                                            -------------               -------------         
                                                                          1998         1997           1998          1997 
                                                                          ----         ----           ----          ---- 
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Net sales .......................................................   $ 1,010,029    $ 1,719,386   $ 3,765,184   $ 4,716,789

Cost of goods sold ..............................................       638,851        753,288     1,928,364     2,316,423
                                                                        -------        -------     ---------     ---------

         Gross profit ...........................................       371,178        966,098     1,836,820     2,400,366

Research and development expenses ...............................        43,535         29,780       118,274       100,224

Selling, general and administrative expenses ....................       639,957        776,010     2,190,995     2,198,893
                                                                        -------        -------     ---------     ---------

         Operating income (loss) ................................      (312,314)       160,308      (472,449)      101,249

Other income (expenses):
         Interest income ........................................         1,100          6,428        11,644        11,148
         Interest expense .......................................       (41,706)       (37,603)      (94,239)      (87,088)
         Other ..................................................       (12,887)           949         2,706         7,047
                                                                        -------            ---         -----         -----

         Net other expense ......................................       (53,493)       (30,226)      (79,889)      (68,893)
                                                                        -------        -------       -------       ------- 

         Income (loss) before income tax benefit (provision) ....      (365,807)       130,082      (552,338)       32,356

Income tax benefit, (provision) .................................        57,085        (38,518)      112,746        (3,119)
                                                                         ------        -------       -------        ------ 

         Net income (loss) ......................................    $ (308,722)   $    91,564   $  (439,592)  $    29,237
                                                                     ==========    ===========   ===========   ===========



Net income (loss) per basic and diluted common equivalent share      $     (.08)   $       .02   $      (.11)  $       .01
                                                                     ==========    ===========   ===========   ===========

</TABLE>























                 See accompanying notes to financial statements




<PAGE>
<TABLE>
<CAPTION>

                                TELS Corporation
                                ----------------

                      Consolidated Statements of Cash Flows
                                   (Unaudited)


                                                                               Nine months ended
                                                                                 September 30,  
                                                                                 -------------  
         
                                                                               1998         1997   
                                                                               ----         ----   
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Cash flows from operating activities:
      Net income (loss) .................................................   $(439,592)   $  29,237
Adjustments to reconcile net income (loss)
          to net cash provided by operating activities:
              Depreciation of plant and equipment .......................     139,630      180,752
              Amortization of other assets ..............................      58,788       59,020
              Amortization of software development costs ................     114,288       81,127
              Deferred income taxes .....................................    (130,235)      (3,999)
              Deferred compensation .....................................      10,175       30,375
              Changes in operating assets and liabilities:
                   Receivables ..........................................      57,089     (154,866)
                   Inventories ..........................................     290,266       41,288
                   Prepaid expenses .....................................      15,498       45,643
                   Other assets .........................................     (39,766)     (25,503)
                   Trade accounts payable and accrued expenses ..........     130,097     (116,177)
                   Deposits and advances ................................      32,465       (2,133)
                                                                              -------      -------
                   Net cash provided by operating activities ............     238,703      164,764
                                                                              -------      -------

Cash flows from investing activities:
      Capital expenditures ..............................................     (61,744)     (44,496)
      Software development costs ........................................    (126,336)    (113,525)
      Cash investments ..................................................      20,668       (3,760)
                                                                              -------      -------
                     Net cash used in investing activities ..............    (167,668)    (161,781)
                                                                             ========     ======== 

Cash flows from financing activities:
      Net (payments) borrowings under line of credit agreement ..........    (157,758)     100,739
      Proceeds from long-term debt ......................................     429,577
      Principal payment on long-term debt ...............................    (302,184)     (77,427)

                                                                              -------       ------
                     Net cash (used in) provided by  financing activities     (30,365)      23,312
                                                                              -------       ------

Net increase in cash and cash equivalents ...............................      40,670       26,295

Cash and cash equivalents at beginning of year ..........................      13,845       31,980
                                                                               ------       ------

Cash and cash equivalents at end of quarter .............................   $  54,515    $  58,275
                                                                            =========    =========

</TABLE>













                 See accompanying notes to financial statements



<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.    Interim Financial Statements

     The financial  statements for the three and nine months ended September 30,
1998 and 1997 are unaudited.  However, the Company, in its opinion, has made all
adjustments  (consisting only of normal recurring accruals) necessary to present
fairly the  financial  position,  results of  operations  and cash flows for the
periods presented.  The financial  statements for 1998 are subject to adjustment
at the end of the year when they will be audited by independent accountants. The
financial  statements and notes thereto  should be read in conjunction  with the
financial  statements  and notes for the years ended  December 31, 1997 and 1996
included in the  Company's  1997 Annual  Report to the  Securities  and Exchange
Commission on Form 10-KSB.  The results for the nine months ended  September 30,
1998 are not necessarily  indicative of the results for the year ending December
31, 1998.

2.    Earnings Per Share

     In 1997,  the Company  adopted the  provisions  of  Statement  of Financial
Accounting  Standards No. 128 Earnings Per Share ("SFAS 128"),  which superseded
APB  Opinion  No. 15.  Earnings  per share for all  periods  presented  has been
restated to reflect the  adoption of SFAS 128.  SFAS 128  requires  companies to
present basic earnings per share, and if applicable, diluted earnings per share,
instead of primary and fully  diluted  earnings  per share.  Basic  earnings per
share  excludes  dilution and is computed by dividing net earnings  available to
common  stockholders by the weighted average number of common shares outstanding
for the period.  Diluted earnings per share reflects the potential dilution that
could occur if options or warrants to issue  common  stock were  exercised  into
common  stock.  Stock  options and warrants are not included in the 1998 or 1997
calculations  because they are  anti-dilutive.  The weighted  average  number of
outstanding  common and common  equivalent  shares used in this computation were
3,891,774 for the three and nine months ended September 30, 1998 and 1997.

3.    Inventories

      Inventories at September 30, 1998 and December 31, 1997 consisted of the
following:
                                                        1998             1997
                                                        ----             ----
          Finished goods                           $   61,640       $   49,362
          Work-in-process                              89,356          143,679
          Raw Materials and supplies                  515,654          653,875
          Reserve for obsolete inventory             (160,961)         (50,961)
                                                     --------          ------- 
                                                   $  505,689       $  795,955 
                                                   ==========       ========== 

4.    Impact of Recently Issued Accounting Standards

     In 1997, the Financial  Accounting Standard Board ("FASB") issued Statement
of Financial Accounting Standards No. 130 ("SFAS 130"), Reporting  Comprehensive
Income,  which prescribes  standards for reporting  comprehensive income and its
components.  Comprehensive income consists of net income or loss for the current
period and other comprehensive income (income,  expenses,  gains and losses that
currently  bypass the income  statement and are reported  directly in a separate
component of equity).  SFAS 130 requires that components of comprehensive income
be reported in a financial statement that is displayed with the same prominence
<PAGE>

4.   Impact of Recently Issued Accounting Standards, cont.
     
as other financial  statements.  SFAS 130 is effective for financial  statements
issued for periods  beginning  after December 15, 1997. The  application of SFAS
130 resulted in no additional comprehensive income to report in 1998 or 1997.

     Also in June, 1997, the FASB issued  Statement No. 131  "Disclosures  about
Segments of an Enterprise and Related  Information" ("SFAS 131"), which requires
publicly-held  companies to report financial and descriptive  information  about
its  operating  segments in  financial  statements  issued to  shareholders  for
interim and annual periods.  The statement also requires additional  disclosures
with respect to products and  services,  geographical  area of  operations,  and
major  customers.  SFAS 131 is effective  for  financial  statements  issued for
periods  beginning after December 15, 1997, and for interim periods beginning in
the second year of  application,  which require  restatement of earlier  periods
presented.  The Company is reviewing the effects of the disclosure  requirements
of this new standard.

     In addition,  the Accounting  Standards  Executive Committee (AcSEC) issued
Statement of Position No. 98-1 (SOP 98-1),  Accounting  for the Cost of Computer
Software Development or Obtained for Internal Use. The SOP was issued to address
diversity in practice  regarding  whether and under what conditions the costs of
internal-use software should be capitalized. SOP 98-1 is effective for financial
statements for years beginning after December 15, 1998. The adoption of this new
standard is not expected to have a material impact on the Company.

     The AcSEC also issued  Statement of Position No. 97-2 (SOP 97-2),  Software
Revenue  Recognition.  The  SOP was  issued  to  provide  guidance  on  applying
generally  accepted  accounting  principles in  recognizing  revenue on software
transactions.  SOP 97-2 is generally  effective for fiscal years beginning after
December 15,  1997.  The adoption of this new standard is not expected to have a
material impact on the Company.

     The Company has reviewed all other  recently  issued,  but not yet adopted,
accounting standards in order to determine their effects, if any, on the results
of operations or financial  position of the Company.  Based on that review,  the
Company  believes  that none of these  pronouncements  will  have a  significant
effect on current or future earnings or operations.

















                      (THIS SPACE INTENTIONALLY LEFT BLANK)



<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


     The  following   Management   Discussion  and  Analysis   contains  certain
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform  Act  of  1995,  including,  among  others:  (i)  results  of
operations  (including expected changes in the Company's gross profit margin and
general,  administrative  and selling  expenses);  (ii) the  Company's  business
strategy for increasing sales; (iii) the Company's strategy to increase its size
and customer base; (iv) the Company's ability to successfully  increase its size
through   acquisition/merger   activity;   and  (v)  the  Company's  ability  to
distinguish itself from its current and future competitors.

     These forward-looking statements are based largely on the Company's current
expectations  and are  subject  to a number of risks and  uncertainties.  Actual
results could differ materially from these forward-looking statements. Important
factors to consider in evaluating such  forward-looking  statements  include (i)
delays in the release of new products or new versions of existing products; (ii)
the shortage of reliable market data regarding the telephone call management and
contract manufacturing  industries market; (iii) changes in external competitive
market factors or in the Company's internal budgeting process which might impact
trends in the Company's results of operations;  (iv) anticipated working capital
or other cash requirements; (v) changes in the Company's business strategy or an
inability to execute its strategy  due to  unanticipated  changes in the market;
and (vi) various competitive factors that may prevent the Company from competing
successfully  in the  marketplace.  In light of these  risks and  uncertainties,
there can be no assurance that the events  contemplated  by the  forward-looking
statements contained herein will in fact occur.


  RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998
                         COMPARED TO SEPTEMBER 30, 1997

     Consolidated  1998 third quarter net sales of  $1,010,029  decreased by 41%
when compared to the third quarter of 1997 sales of $1,719,386. Consolidated net
sales  for the  nine  months  ended  September  30,  1998,  decreased  by 20% to
$3,765,184  when  compared  to  $4,716,789  of net sales for the same nine month
period of 1997.  The  decrease in sales is due  primarily  to  economic  factors
affecting the electronics manufacturing industry causing a sales decrease at HTI
of 33% for the first nine months of 1998,  when compared with the same period of
1997.  Sales in the telephone call accounting  division  decreased by 9% for the
nine months ending September 30, 1998, when compared to the same period in 1997.
Management of the company  expects an improvement in sales in the  manufacturing
division for the fourth  quarter of 1998 over the third  quarter of 1998 and the
industry appears to be rebounding with projections for 9% growth in 1999.

     Gross  profit  for the third  quarter of 1998,  decreased  to  $371,178,  a
decrease of $594,920 when compared to gross profit for the third quarter of 1997
of $966,098.  The gross profit  margin as a percentage  of sales was 36% for the
third quarter of 1998,  compared to 56% for the third quarter of 1997. The gross
profit  margin for the nine months ending  September  30, 1998  decreased to 49%
when compared to 51% for the nine months ending  September 30, 1997. This change
is due to  significantly  lower  sales  levels  in  the  contract  manufacturing
business and adjustments to allow for excess inventory levels.

     Total  research  and  development   expenses   including   amortization  of
previously  capitalized  development costs for the third quarter and nine months
ending  September 30, 1998 were $43,535 and $118,274  respectively,  compared to
$29,780 and $100,224 for the same periods in 1997. The Company is continuing its
research and development efforts on products which bring together  technological
advances  in the  telecommunications  industry  and  believes  that  it  will be
necessary to increase its level of research and  development in 1998 and 1999 to
take advantage of technology changes in the industry.

<PAGE>

Results of Operations, cont.

     Selling,  general and  administrative  expenses  for the nine months  ended
September  30,  1998  decreased  by  $27,898  to  $2,170,995  when  compared  to
$2,198,893 for the same period in 1997. For the third quarter of 1998,  selling,
general and administrative  expenses were $639,957,  a decrease of $136,053,  or
18%, when compared to $776,010 for the third quarter of 1997. As a percentage of
net sales, selling,  general and administrative  expenses were 63% for the third
quarter of 1998, and 45% for the third quarter of 1997.  Management's efforts to
reduce  costs were offset  somewhat by expenses  related to  litigation,  Nasdaq
hearings and related funding acquisition costs. Due to the significant  decrease
in  revenues,  management  of the  Company is  continuing  its efforts to reduce
administrative  expenses until such time that increased  sales revenues  warrant
any expansion and/or growth.

     The Company  reported a consolidated net loss for the third quarter of 1998
of  $(308,722)  or $(.08) per share.  For the nine months  ending  September 30,
1998, the Company reported a net loss of $(439,592) or ($.11) per share compared
to net  income of $29,237  or $.01 per share for the same  period of 1997.  This
unfavorable  change in net income can be attributed to the  significantly  lower
sales levels in the electronics contract manufacturing division.

Liquidity and Capital Resources

     As  of  September  30,  1998,  the  Company   reported  current  assets  of
$1,681,335,  and current  liabilities  of  $1,238,471,  resulting in net working
capital of $442,864. This is a decrease of $109,226 when compared to net working
capital of $552,090 at December 31, 1997.  The  Company's  operating  activities
provided  $238,703  of cash  during the first nine  months of 1998,  compared to
$164,764 of cash provided in operating  activities  during the first nine months
of 1997. Cash provided by operating activities was used to purchase equipment of
$61,744 and capitalized  software  development  costs of $126,336.  In 1998, the
Company paid down its line of credit by $157,758.  The Company's working capital
has been severely  impacted by  reductions in sales from its major  customers in
the contract manufacturing  division,  where sales decreased by 33% for the nine
months  of 1998  when  compared  to 1997.  Local and  foreign  economic  factors
affecting the electronics industry are expected to continue to negatively impact
operations  of the  Company  in the  fourth  quarter of 1998.  The  Company  has
obtained waivers of certain debt covenants under the terms of its line of credit
financing.  However,  the Company has been notified the line of credit will need
to be replaced by a different  lender.  Any failure to obtain new funding  could
have a material  adverse  effect on the  Company's  business.  Management of the
Company anticipates that additional financing through debt and/or equity will be
needed  to  fund  sales  growth,  operations,  future  acquisitions,  and  final
development and marketing of new products under consideration.

Year 2000 (Y2K) Computer Systems Compliance

     Many  older  computer  software  programs  refer to years in terms of their
final two digits only.  Such  programs may  interpret  the year 2000 to mean the
year 1900 instead.  If not corrected,  those  programs could cause  date-related
transaction failures.

     We are  continuing  our efforts to address  this concern and the company is
performing  assessments  of all internal  computer  systems and  developing  and
implementing  plans to correct  the  problems.  We expect  these  projects to be
successfully completed during 1999.

     Our  Proprietary  Call  Accounting  Products  (INN-FORM XL,  INN-FORM Plus,
INN-FORM Express  and  TEL-SENSE)  are  Year  2000  compliant.   The  hardware,
operating  system and software are all unconcerned  with the year portion of the
date in that they do not store the year nor  perform any  computations  based on
year. Our PC based products  (TEL-SENSE PCS,  WIN-SENSE and INN-SURE) are also
Year  2000  compliant  for the same  reasons  as given  above:  they do not base
computations on the year. However, the PC that they may be running on may or may
not be compliant.  PCs are composed of various components (CPU, real time clock,
BIOS,  etc.) that often use dates as part of their basic  functioning and may be
vulnerable to the Y2K problem.

<PAGE>

     Year 2000  problems  could  affect  research and  development,  production,
distribution,  financial,  administrative and communication operations.  Systems
critical to our business  which have been  identified as non-Year 2000 compliant
are either being replaced or corrected  through  programming  modifications.  In
addition to our in-house  efforts,  we intend to continue asking vendors,  major
customers,  service suppliers,  communications providers and banks whose systems
failures potentially could have a significant impact on our operations to verify
their Year 2000 readiness and test such systems where appropriate and possible.

     As part of our  contingency  plan, we are developing  plans for those areas
that are critical to TELS'  business.  Based on our current plans and efforts to
date, we do not anticipate  that Year 2000 problems will have a material  effect
on  our  results  of  operations  or  financial  condition  and  internal  costs
specifically  associated  with  modifying  internal  use  software for Year 2000
compliance  are expensed as  incurred.  To date,  we have spent  $15,000 on this
project. Costs to be incurred in the remainder of 1998 and 1999 to fix Year 2000
problems are  estimated  at  approximately  $40,000.  We do not expect the costs
relating to Year 2000  remediation  to have a material  effect on our results of
operations or financial condition.

     The above expectations are subject to uncertainties. For example, if we are
unsuccessful  in  identifying  or fixing all Year 2000  problems in our critical
operations,  or if we are  affected  by the  inability  of  suppliers  or  major
customers  to  continue  operations  due  to  such a  problem,  our  results  of
operations or financial condition could be materially impacted.

     The total  costs that we incur in  connection  with the Year 2000  problems
will be  influenced by our ability to  successfully  identify Year 2000 systems'
flaws,  the  nature  and  amount of  programming  required  to fix the  affected
problems,  the related labor and/or consulting costs for such  remediation,  and
the  ability  of third  parties  with  whom we have  business  relationships  to
successfully  address their own Year 2000 concerns.  These and other  unforeseen
factors  could have a material  adverse  effect on our results of  operations or
financial condition.























                      (THIS SPACE INTENTIONALLY LEFT BLANK)




<PAGE>

                           PART II. OTHER INFORMATION


Item 1.  Market Listing

     Effective  September 30, 1998,  pursuant to a hearing on July 23, 1998 by a
Nasdaq Listing Qualifications Panel, a decision was made to delist the Company's
securities  from the Nasdaq Small Cap Market.  The hearing by the Panel was held
at the  Company's  request to consider the issues  pertaining  to the  Company's
common stock not being in compliance  with the minimum bid price  requirement of
$1.00. Subsequent to this decision by Nasdaq, the Company is currently listed on
the OTC Bulletin Board with the symbol "TELS".  The OTC Bulletin Board is run by
the National  Association  of Securities  Dealers  ("NASD") and is maintained by
Nasdaq as an electronic  trade-and-quote-reporting  forum.

Item 6. Exhibits and Reports on Form 8-K.

         (a).  Exhibits:

               Exhibit 27, Financial Data Schedule

         (b).  Reports on Form 8-K:

               No reports on Form 8-K were filed for the quarter ending
               September 30, 1998


<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.
 
                                                            TELS Corporation



Dated:  November 20, 1998                              By:    /s/ John L. Gunter
        -----------------                                     ------------------
                                                                  John L. Gunter
                                                                Chairman and CEO
 
 

Dated:  November 20, 1998                            By:   /s/ Stephen M. Nelson
        -----------------                                  ---------------------
                                                               Stephen M. Nelson
                                                         President and Treasurer
 

 
Dated:  November 20, 1998                            By:   /s/ Richard Lamoreaux
        -----------------                                  ---------------------
                                                               Richard Lamoreaux
                                                                      Controller