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, 2000

         Transition report under Section 13 or 15(d) of the Exchange Act for the
---      transition period from ____ to _____

Commission file number:  1-9009


                               Tofutti Brands Inc.
--------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                  Delaware                              13-3094658
         ------------------------                    -------------------
         (State of Incorporation)                    (I.R.S. Employer
                                                     Identification No.)


                  50 Jackson Drive, Cranford, New Jersey 07016
                ------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (908) 272-2400
  -----------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

              ____________________________________________________
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  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
    ---    ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     As of November 13, 2000 the Issuer had  6,354,567  shares of Common  Stock,
par value $.01, outstanding.

     Transitional Small Business Disclosure Format (check one):

                               Yes     No  X
                                   ---    ---





<PAGE>



                               TOFUTTI BRANDS INC.

                                      INDEX


                                                                        Page

Part I - Financial Information:

Item 1.  Condensed Balance Sheets - September 30, 2000
            (Unaudited) and January 1, 2000 (Audited)                     3

         Condensed Statements of Income -
            (Unaudited) - Thirteen and Thirty-nine
            week periods ended September 30, 2000 and
            Thirteen and Forty week periods ended October 2, 1999         4

         Condensed Statements of Cash Flows -
            (Unaudited) - Thirty-nine week period
            ended  September 30, 2000 and
            Forty week period ended October 2, 1999                       5

         Notes to Condensed Financial Statements -
            (Unaudited)                                                 6-8

Item 2.  Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations                                                 9-12


Part II - Other Information:

Item 4.  Submission of Matters to a Vote  of Shareholders                13

Item 6.  Exhibits and Reports on Form 8-K                                13

         Signatures                                                      14



                                        2

<PAGE>



                               TOFUTTI BRANDS INC.
                            Condensed Balance Sheets
                                 (000's omitted)

<TABLE>
<CAPTION>
                                                                   September 30,                January 1,
                                                                       2000                       2000
                                                                    -----------                ---------
                                                                    (Unaudited)                (Audited)
<S>                                                                     <C>                      <C>
Assets

Current assets:
    Cash and cash equivalents                                           $2,004                   $1,693
    Accounts receivable (net of allowance for doubtful
      accounts of $253 and $200, respectively)                           1,464                      831
    Short-term investments                                                 265                      253
    Inventories                                                            928                      566
    Prepaid expenses                                                         6                        8
    Deferred income taxes                                                  272                      180
                                                                         -----                    -----
             Total current assets                                        4,939                    3,531
                                                                         -----                    -----

Other Assets:
    Deferred income taxes                                               $   --                   $    3
    Other assets                                                           140                      141
                                                                         -----                    -----
                                                                           140                      144
                                                                         -----                    -----

             Total assets                                               $5,079                   $3,675
                                                                         =====                    =====

Liabilities and Stockholders' Equity

Current liabilities:
    Note payable                                                        $   13                   $   22
    Accounts payable and accrued expenses                                  547                      129
    Accrued compensation                                                    --                      200
    Income taxes payable                                                   429                      122
                                                                         -----                    -----
    Total current liabilities                                              989                      473

Note payable, less current maturities                                       --                        8
                                                                         -----                    -----

Stockholders' equity:
    Preferred stock                                                         --                       --
    Common stock                                                            64                       63
    Additional paid-in capital                                           3,763                    3,714
    Accumulated profit (deficit)                                           313                     (583)
    Less: Treasury stock, 23,600 shares                                    (50)                      --
                                                                         -----                    -----

          Total stockholders' equity                                     4,090                    3,194
                                                                         -----                    -----

          Total liabilities and stockholders' equity                    $5,079                   $3,675
                                                                         =====                    =====

</TABLE>

            See accompanying notes to condensed financial statements.



                                        3

<PAGE>



                               TOFUTTI BRANDS INC.
                         Condensed Statements of Income
                                   (Unaudited)
                                 (000's omitted)


<TABLE>
<CAPTION>
                                          Thirteen weeks           Thirteen             Thirty-nine               Forty
                                              ended               weeks ended           weeks ended            weeks ended
                                          Sept. 30, 2000         Oct. 2, 1999          Sept. 30, 2000         Oct. 2, 1999
                                          --------------         ------------         ---------------        -------------
<S>                                           <C>                  <C>                    <C>                    <C>
Net sales                                     $3,603               $3,252                 $10,474                $9,326
Cost of sales                                  2,226                2,029                   6,517                 5,945
                                               -----                -----                   -----                 -----
   Gross profit                                1,377                1,223                   3,957                 3,381
                                               -----                -----                   -----                 -----

Operating expenses:
  Selling                                        446                  358                   1,228                 1,020
  Marketing                                       60                   42                     193                   146
  Research and development                        92                   99                     299                   269
  General and administrative                     232                  215                     791                   699
                                                 ---                 ----                     ---                ------
                                                 830                  714                   2,511                 2,134
                                                 ---                  ---                   -----                 -----

Operating income                                 547                  509                   1,446                 1,247

Interest income (expense)                         26                    4                      57                    --
                                                 ---                 ----                 -------                 -----
Income before income taxes                       573                  513                   1,503                 1,247

Income taxes                                     239                  203                     607                   497
                                                 ---                 ----                     ---                  ----

Net income                                      $334                 $310                    $896                  $750
                                                ====                 ====                    ====                  ====

Weighted average common
  shares outstanding:
     Basic                                     6,355                6,296                   6,333                 6,228
                                               =====                =====                   =====                 =====
     Diluted                                   7,596                7,738                   7,703                 7,378
                                               =====                =====                   =====                 =====

Net income per share:
     Basic                                     $0.05                $0.05                   $0.14                 $0.12
                                               =====                =====                   =====                 =====
     Diluted                                   $0.04                $0.04                   $0.12                 $0.10
                                               =====                =====                   =====                 =====


</TABLE>




            See accompanying notes to condensed financial statements.



                                        4

<PAGE>



                               TOFUTTI BRANDS INC.
                       Condensed Statements of Cash Flows
                                   (Unaudited)
                                 (000's omitted)

                                                Thirty-nine            Forty
                                                   weeks               weeks
                                                   ended               ended
                                                Sept. 30, 2000      Oct. 2, 1999
                                                --------------      ------------

Cash flows from operating
  activities, net                                  $  328             $  996

Cash flows from financing activities                  (17)                 5
                                                      ---                ---

     Net change in cash and
       cash equivalents                               311              1,001

Cash and cash equivalents,
  at beginning of period                            1,693                407
                                                    -----               ----

Cash and cash equivalents,
  at end of period                                 $2,004             $1,408
                                                   ======             ======

Supplemental  disclosures of cash flow
  information:
  Cash paid during the period for:
       Interest                                      $  2               $  4
                                                     ====               ====
       Income taxes                                  $389               $ --
                                                     ====               ====
















            See accompanying notes to condensed financial statements.



                                        5

<PAGE>



                               TOFUTTI BRANDS INC.
                     Notes to Condensed Financial Statements
                                   (Unaudited)
                                 (000's omitted)

Note 1:   Description of Business

          Tofutti  Brands Inc.  ("Tofutti"  or the  "Company") is engaged in one
          business  segment,  the  development,   production  and  marketing  of
          non-dairy frozen desserts and other food products.

Note 2:   Basis of Presentation

          The  accompanying  financial  information  is  unaudited,  but, in the
          opinion of management,  reflects all  adjustments  (which include only
          normally  recurring  adjustments)  necessary  to  present  fairly  the
          Company's financial position, operating results and cash flows for the
          periods  presented.   Certain  information  and  footnote  disclosures
          normally included in financial  statements prepared in accordance with
          generally  accepted  accounting  principles  have  been  condensed  or
          omitted  pursuant to the rules and  regulations  of the Securities and
          Exchange  Commission.  The  financial  information  should  be read in
          conjunction  with the audited  financial  statements and notes thereto
          for the  fifty-three  weeks  ended  January  1, 2000  included  in the
          Company's  Annual Report on Form 10-KSB filed with the  Securities and
          Exchange  Commission.  The results of operations  for the  thirty-nine
          week period ended September 30, 2000 are not necessarily indicative of
          the results to be expected for the full year.

          The Company's fiscal year is generally the fifty-two week period which
          ends on the last  Saturday  in  December.  The 1999  fiscal year was a
          fifty-three  week year which  ended on January  1, 2000.  The  Company
          included the extra week in the 1999 fiscal year in the first  quarter,
          resulting in a fourteen week quarter, which ended on April 3, 1999.

Note 3:   Inventories

          The composition of inventories is as follows:

                                                     September 30,    January 1,
                                                          2000           2000
                                                     ---------------  ----------
           Raw materials and packaging
             supplies                                     $385           $352
           Finished goods                                  543            214
                                                           ---           ----
                                                          $928           $566
                                                          ====           ====






                                        6

<PAGE>



                               TOFUTTI BRANDS INC.
               Notes to Condensed Financial Statements (continued)
                                   (Unaudited)
                                 (000's omitted)


Note 4:  Income Taxes

          Income taxes are accounted  for under the asset and liability  method.
          Deferred tax assets and  liabilities are recognized for the future tax
          consequences   attributable  to  differences   between  the  financial
          statement  carrying  amounts of existing  assets and  liabilities  and
          their  respective  tax bases and  operating  loss and tax credit carry
          forwards.  Deferred  tax assets and  liabilities  are  measured  using
          enacted tax rates  expected to apply to taxable income in the years in
          which those  temporary  differences  are  expected to be  recovered or
          settled. The effect on deferred tax assets and liabilities of a change
          in tax rates is  recognized  in income in the period that includes the
          enactment date.

          In previous years,  our tax year ended on July 31st. Due to the timing
          difference  between  the  end of the  fiscal  and  tax  year,  we were
          required to make estimates as to our state and federal tax liabilities
          in our  quarterly  and year end  reports.  On March 7,  2000,  the IRS
          approved  a change  of our tax year to  December  31. We filed a short
          year tax return  for the  period  August 1, 1999 to January 1, 2000 on
          March 12,  2000,  which  resulted  in a  federal  tax of $12 and a New
          Jersey state tax of $56.


Note 5:   Market Risk

          We invest our excess cash in bank certificates of deposit,  high rated
          money market funds and repurchase agreements. The bank certificates of
          deposit  are  usually  for a term of not more than six months nor more
          than $100 per account.


Note 6:  Earnings Per Share

          Basic  earnings  per common  share has been  computed by dividing  net
          income by the weighted  average  number of common shares  outstanding.
          Diluted  earnings per common  share has been  computed by dividing the
          weighted  average number of common shares  outstanding,  including the
          dilutive effects of stock options.


Note 7:  Treasury Stock

          On September 19, 2000,  the Board of Directors  authorized a stock buy
          back of up to 250,000  of the  Company's  shares of common  stock from
          time to time in open market  transactions,  subject to general  market
          conditions  and the price of its common stock.  At September 30, 2000,
          the Company  had bought  back  23,600  shares at cost and held them in
          treasury.


                                        7

<PAGE>



                               TOFUTTI BRANDS INC.
               Notes to Condensed Financial Statements (continued)
                                   (Unaudited)
                                 (000's omitted)

The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>
                                                     Thirteen              Thirteen             Thirty-nine               Forty
                                                       Weeks                 Weeks                 Weeks                   Weeks
                                                      Ended                  Ended                 Ended                  Ended
                                                  Sept. 30, 2000         Oct. 2, 1999          Sept. 30, 2000          Oct. 2, 1999
                                                  --------------         ------------          --------------          ------------
<S>                                                    <C>                   <C>                    <C>                   <C>
Numerator
  Net income-basic.............................         $334                  $310                   $896                  $750
                                                        ====                  ====                   ====                  ====

  Net income-diluted...........................         $334                  $310                   $896                  $750
                                                        ====                  ====                   ====                  ====

Denominator
  Denominator for basic earnings per share
  Weighted average shares .....................        6,355                 6,296                  6,333                 6,228
                                                       -----                 -----                  -----                 -----

  Effect of dilutive securities
      Stock options............................        1,241                 1,442                  1,370                 1,150
                                                       -----                 -----                  -----                 -----

  Denominator for diluted earnings per
      share....................................        7,596                 7,738                  7,703                 7,378
                                                       -----                 -----                  -----                 -----

  Earnings per share
    Basic......................................        $0.05                 $0.05                  $0.14                 $0.12
                                                       =====                 =====                  =====                 =====
    Diluted....................................        $0.04                 $0.04                  $0.12                 $0.10
                                                       =====                 =====                  =====                 =====


</TABLE>


                                        8

<PAGE>



                               TOFUTTI BRANDS INC.

                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


The following is  management's  discussion  and analysis of certain  significant
factors which have affected our financial  position and operating results during
the periods included in the accompanying condensed financial statements.

The discussion and analysis which follows in this quarterly  report and in other
reports and documents and oral  statements  made on our behalf by our management
and others may  contain  trend  analysis  and other  forward-looking  statements
within the meaning of Section 21E of the  Securities  Exchange Act of 1934 which
reflect our current views with respect to future  events and financial  results.
These include statements regarding our earnings, projected growth and forecasts,
and similar matters which are not historical facts. We remind  stockholders that
forward-looking  statements are merely  predictions and therefore are inherently
subject to  uncertainties  and other factors which could cause the actual future
events  or  results  to  differ   materially   from  those   described   in  the
forward-looking statements. These uncertainties and other factors include, among
other things,  business  conditions  and growth in the food industry and general
economies, both domestic and international; lower than expected customer orders;
competitive  factors;  changes  in product  mix or  distribution  channels;  and
resource constraints encountered in developing new products. The forward-looking
statements  contained in this  Quarterly  Report and made elsewhere by or on our
behalf should be considered in light of these factors.

We have attempted to identify  additional  significant  uncertainties  and other
factors  affecting   forward-looking   statements  in  Exhibit  99  ("Additional
Information Regarding Forward-Looking  Statements") filed with our Annual Report
on Form 10-KSB for the fiscal  year ended  January 1, 2000 and  incorporated  by
reference in this  quarterly  report.  We will  provide  copies of Exhibit 99 to
stockholders  free of charge upon receipt of a written request  submitted to the
Company's  Secretary at Tofutti  Brands Inc., 50 Jackson  Drive,  Cranford,  New
Jersey  07016.  Stockholders  may also obtain copies of Exhibit 99 for a nominal
charge  from  the  Public  Reference  Section  of the  Securities  and  Exchange
Commission  at  450  Fifth  Street,  N.W.,  Washington,  D.C.  20549  or at  the
Commission's website: http://www.sec.gov.

Results of Operations

Thirteen Weeks Ended September 30, 2000 Compared with
Thirteen Weeks Ended October 2, 1999
--------------------------------------------------------------------------------

Net sales for the thirteen weeks ended  September 30, 2000 were  $3,603,000,  an
increase of  $351,000,  or 11%,  from the sales level  realized for the thirteen
weeks ended October 2, 1999. In



                                        9

<PAGE>



the 2000  period,  sales of hard pack Tofutti  increased  by $90,000  while food
product sales increased by $261,000.  As a result of the increase in sales,  our
gross profit for the current quarter  increased by $154,000 and our gross profit
percentage  was the for the same as the  period  last  year.  Our  gross  profit
percentage was negatively impacted by significant  industry-wide price increases
in paper and plastic  packaging,  which  increased  our cost of goods  sold.  We
expect  the cost of  packaging  to  remain  at its  current  high  level for the
foreseeable future.

We anticipate a continuation  in the trend of increased sales for the balance of
the current  fiscal year due to the  introduction  of new  products and expanded
distribution.  Such  increase  is  dependent  upon  market  acceptance  of these
products,  for which no assurance can be given.  During this fiscal year we have
made a major  commitment  to obtain  additional  shelf space for our products in
large  chain  supermarkets.  This has  caused us to spend  additional  funds for
additional  introductory  allowances for the placement of these products.  These
continuing  costs will have a negative impact on our gross profit  percentage as
we expense these costs as incurred.

Selling  expenses  increased  25% to  $446,000  for the current  fiscal  quarter
compared with $358,000 for the comparable  period in 1999. This increase was due
primarily to higher outside  warehouse rental,  freight and commission  expenses
associated  with  the  higher  sales  level  in  2000.   Freight  expenses  were
significantly  impacted by the recent  surge in fuel prices,  which  resulted in
freight  carriers  adding fuel  surcharges  to their bills.  Marketing  expenses
increased 43% to $60,000 in 2000 compared to $42,000 in 1999 due primarily to an
increase in spending for artwork and plates for new product package design.

Research and development  costs,  which consist  principally of salary expenses,
decreased  slightly to $92,000 for the thirteen  weeks ended  September 30, 2000
compared to $99,000 for the comparable period in 1999.

General  and  administrative  expenses  increased  to  $232,000  for the current
quarter  compared with $215,000 for the comparable  period in 1999 due primarily
to an increase in salary and related  payroll tax and fringe  benefit  expenses,
professional fees and outside services.

Income tax expense  increased  by $36,000 to $239,000  for the period due to the
increased income for the period.

Thirty-nine Weeks Ended September 30, 2000 Compared with
Forty Weeks Ended October 2, 1999
--------------------------------------------------------------------------------


Our fiscal year is usually  the  fifty-two  week  period  which ends on the last
Saturday in  December.  The 1999 fiscal year was a  fifty-three  week year which
ended on January 1, 2000.  We included the extra week in the 1999 fiscal year in
the first quarter, resulting in a fourteen week quarter, which ended on April 3,
1999.

Net sales for the thirty-nine  weeks ended September 30, 2000 were  $10,474,000,
an increase of  $1,148,000,  or 12%, from the sales level realized for the forty
weeks ended October 2, 1999. In the



                                       10

<PAGE>



2000 period, sales of hard pack Tofutti increased by $568,000 while food product
sales  increased  by $580,000.  As a result of the increase in sales,  our gross
profit  for the  current  period  increased  by  $576,000  and our gross  profit
percentage  increased to 38% compared to 36% for the same period last year.  Due
to the increased expenses  associated with the introduction of new products,  we
did not achieve our historical  gross margins during this period and expect that
our gross  margins  during the remainder of 2000 will continue to be affected by
these  introductory  expenses.  Additionally,  our gross profit  percentage  was
negatively  impacted by significant  industry-wide  price increases in paper and
plastic packaging, which increased our cost of goods sold.

Selling  expenses  increased 20% to $1,228,000 for the  thirty-nine  weeks ended
September 30, 2000  compared to $1,020,000  for the forty weeks ended October 2,
1999.  This  increase was due  primarily  to higher  outside  warehouse  rental,
freight and commission  expenses associated with the higher sales level in 2000.
Freight expenses were significantly impacted by the recent surge in fuel prices,
which  resulted in freight  carriers  adding  fuel  surcharges  to their  bills.
Marketing  expenses  increased  32% to $193,000 in 2000  compared to $146,000 in
1999 due  primarily  to an increase  in spending  for artwork and plates for new
product package design.

Research and development  costs,  which consist  principally of salary expenses,
increased  to  $299,000  for the  thirty-nine  weeks  ended  September  30, 2000
compared to $269,000 for the comparable period in 1999. This increase was mainly
attributable to increased costs for lab supplies,  equipment repairs and outside
professional fees related to additional Kosher supervision costs.

General and administrative expenses increased to $791,000 for the current period
compared  with  $699,000 for the  comparable  period in 1999 due primarily to an
increase  in  salary  and  related  payroll  tax and  fringe  benefit  expenses,
professional fees and outside services.

Income tax expense  increased  by $110,000 to $607,000 for the period due to the
increase in income for the period.


Liquidity and Capital Resources

At  September  30,  2000,  our working  capital was  $3,950,000,  an increase of
$892,000  from  January  1, 2000.  At the end of the  thirty-nine  week  period,
accounts receivable increased by $633,000 from January 1, 2000 due to the higher
sales level in the first nine months of 2000. Inventories increased by $362,000,
reflecting the  additional  inventory  required to support the Company's  higher
level of sales and new products. Current deferred income taxes increased $92,000
due to the  increase  in tax assets not  deductible  in the current  period.  At
September  30,  2000,  accounts  payable and accrued  liabilities  increased  by
$418,000 to $547,000,  reflecting  the higher level of  expenditures  associated
with the sales and  inventory  increase  during the first  nine  months of 2000.
Income taxes  payable  increased by $307,000,  which is reflected in the current
provision of $695,000, less payments of $266,000.




                                       11

<PAGE>



We do not presently have any material  capital  commitments  and  contemplate no
material capital expenditures in the foreseeable future. We believe that we will
be able to fund our  operations  for the next  twelve  months  from our  current
resources.

Inflation and Seasonality

We do not believe that our operating  results have been  materially  affected by
inflation  during the preceding two years.  There can be no assurance,  however,
that our operating results will not be affected by inflation in the future.  Our
business is not subject to substantial seasonal variations.

Stock Buy-Back

On September 19, 2000, we announced  that we would buy back up to 250,000 shares
of our common  stock from time to time in open market  transactions,  subject to
general market conditions and the price of our common stock. As of September 30,
2000,  we had purchased  23,600  shares of our stock at cost,  which are held in
Treasury.  As of November 13, 2000,  the number of shares that we have purchased
was 93,200.



                                       12

<PAGE>



                           PART II - OTHER INFORMATION

                               TOFUTTI BRANDS INC.


Item 4. Submission of Matters to a Vote of Shareholders

     None.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

3.1*            Certificate of Incorporation, as amended through February 1986.

3.1.1**         March 1986 Amendment to Certificate of Incorporation.

3.2*            By-laws.

4.1***          Copy of the Registrant's Amended 1993 Stock Option Plan.

27              Financial Data Schedule (filed via EDGAR only).

99****          Additional Information Regarding Forward-Looking Statements.

(b)  Reports on Form 8-K filed during the last quarter of the period  covered by
     this report:

         None.

_____________

*    Filed as an exhibit to the Registrant's Form 10-K for the fiscal year ended
     July 31, 1985 and hereby incorporated by reference thereto.

**   Filed as an exhibit to the Registrant's Form 10-K for the fiscal year ended
     August 2, 1986 and hereby incorporated by reference thereto.

***  Filed  as an  exhibit  to  the  Registrant's  Form  S-8  (Registration  No.
     333-79567) and hereby incorporated by reference thereto.

**** Filed as an exhibit to the  Registrant's  Form  10-KSB for the fiscal  year
     ended January 1, 2000 and hereby incorporated by reference thereto.



                                       13

<PAGE>



                                   SIGNATURES

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

                                              TOFUTTI BRANDS INC.
                                                 (Registrant)



                                              /s/ David Mintz
                                              ---------------------------
                                              David Mintz
                                              President



                                              /s/ Steven Kass
                                              ---------------------------
                                              Steven Kass
                                              Chief Financial Officer

Date: November 14, 2000



                                       14

<PAGE>


                                  EXHIBIT INDEX



Exhibit                                                                     Page
-------                                                                     ----

3.1*         Certificate of Incorporation, as amended through February 1986.

3.1.1**      March 1986 Amendment to Certificate of Incorporation.

3.2*         By-laws of the Registrant.

4.1***       Copy of the Registrant's Amended 1993 Stock Option Plan.

27           Financial Data Schedule (filed via EDGAR only).

99****       Additional Information Regarding Forward-Looking Statements.

_______________

*    Filed as an exhibit to the Registrant's Form 10-K for the fiscal year ended
     July 31, 1985 and hereby incorporated by reference thereto.

**   Filed as an exhibit to the Registrant's Form 10-K for the fiscal year ended
     August 2, 1986 and hereby incorporated by reference thereto.

***  Filed  as an  exhibit  to  the  Registrant's  Form  S-8  (Registration  No.
     333-79567) filed May 28, 1999 and hereby incorporated by reference thereto.

**** Filed as an exhibit to the  Registrant's  Form  10-KSB for the fiscal  year
     ended January 1, 2000 and hereby incorporated by reference thereto.