REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholders of
Net/Tech International, Inc.

We have  audited  the  accompanying  consolidated  balance  sheets  of  Net/Tech
International, Inc.
(a development  stage company) as of November 30, 1998 and 1997, and the related
consolidated  statements of loss and cash flows for the years ended November 30,
1998 and 1997 and for the period from  September  11, 1989  (inception)  through
November  30, 1998 and  consolidated  statements  of  stockholders'  equity from
inception through November 30, 1998. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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 consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Net/Tech  International,  Inc.  as  of  November  30,  1998  and  1997  and  the
consolidated  results of operations,  cash flows and statements of stockholders'
equity and  deficit  accumulated  during the  development  stage from  inception
through  November 30, 1998 in  conformity  with  generally  accepted  accounting
principles.


                                      MIRSKY, FURST & ASSOCIATES, P.A.

Fort Lee, New Jersey
March 5, 1999

Except for Note 3 which is
March 15, 1999
<PAGE>

                          NET/TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

                                     ASSETS


                                                     November 30,   November 30,
                                                        1998            1997
                                                    -------------   ------------
Current Assets
  Cash                                                   $160,334     $  832,502
   Accounts receivable                                      9,437              -
   Inventory                                                    -         41,479
   Prepaid expenses                                        12,419             --
                                                      -----------    -----------
             Total Current Assets                         182,189        873,981
                                                      -----------    -----------

Fixed Assets
------------

    Leasehold improvements                                 10,126         10,126
    Furniture and fixtures                                 44,023         35,494
    Machinery and equipment                                18,897         73,146
                                                      -----------    -----------
                                                           73,047        118,766
    Less:  Accumulated Depreciation                        26,474         20,096
                                                      -----------    -----------
                                                           46,573         98,670
                                                      -----------    -----------

Intangible Assets
   Patent application costs (net of accumulated            52,632         59,942
    amortization of $21,144 and $13,834 respectively)

Other Assets
   Security deposits                                       10,850          4,044
                                                      -----------    -----------

             TOTAL ASSETS                                $292,247     $1,036,637
                                                      ===========    ===========


The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                       F1

<PAGE>

                          NET/TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                      November 30,  November 30,
                                                          1998          1997
                                                     ------------   ------------
Current Liabilities
-------------------
   Accounts payable and accrued expenses and interest    $146,883     $  102,397
     Obligations under capital lease-current portion        1,759          1,504
                                                     ------------   ------------
              Total Current Liabilities                   148,642        103,902

Other Liabilities
-----------------
  Accrued compensation                                          -        125,000
  Obligations under capital lease                               -          1,759
  Deposits                                                  1,600              -
                                                     ------------   ------------
             Total Other Liabilities                        1,600        126,759
                                                     ------------   ------------
             Total Liabilities                            150,242        230,661

Stockholders' Equity (Deficit)
------------------------------
   Common stock, $.01 par value; 20,000,000
      authorized; 9,324,637 and
      6,689,210 shares issued and outstanding,
      respectively                                         93,246         66,892
   Additional paid-in capital                           5,920,140      4,538,589
   Deficit accumulated during the development stage   (5,871,381)    (3,799,504)
                                                     ------------   ------------
             Total Stockholders' Equity                   142,004        805,976
                                                     ------------   ------------
             TOTAL LIABILITIES AND
                STOCKHOLDERS' EQUITY                     $292,247     $1,036,637
                                                     ============    ===========

The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                       F2

<PAGE>

                          NET/TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               STATEMENT OF LOSSES

<TABLE>
<CAPTION>

                                                                                       January 10,
                                                                                          1990
                                                     For the year     For the year     (inception)
                                                         ended           ended           through
                                                     November 30,     November 30,     November 30,
                                                          1998           1997             1998
                                                    ----------------  -------------    --------------
<S>                                                         <C>             <C>             <C>      
Revenue                                               $      36,022   $           -     $      36,022
COSTS AND EXPENSES:
  Cost of sales                                              14,674               -            14,674
  Marketing, general & administrative expenses            1,298,821         814,604         3,964,983
  Research, development and related expenses                419,013         391,939         1,381,794
  Depreciation and amortization                              20,266          18,974            90,681
                                                    ---------------   -------------     -------------

OPERATING  LOSS                                       $ (1,716,752)   $ (1,225,517)     $ (5,416,111)

OTHER (INCOME) AND EXPENSE:
   Interest income                                         (16,366)               -          (40,528)
   Interest expense                                             409             627            60,470
   Loss on abandonment of assets                            371,082               -           371,653
   Loss on abandonment of patents                                 -               -            33,675
   Write-off of investment                                        -               -            30,000
                                                    ---------------   -------------     -------------
                                                            355,125             627           455,270

NET INCOME (LOSS)                                     $ (2,071,877)   $ (1,226,144)     $ (5,871,382)

NET INCOME (LOSS) PER SHARE                           $      (0.29)   $      (0.20)
                                                    ===============   =============

Number of Shares Used In Computation                      7,085,086       6,024,262
                                                    ===============   =============

</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                       F3

<PAGE>

                          NET/TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                              January 10,
                                                                                                                 1990
                                                                                                              (inception)
                                                                                                                through
                                                                    November 30,      November 30,            November 30,
FISCAL YEAR ENDED                                                       1998              1997                   1998
-----------------                                                   ---------------   ---------------        ----------------
CASH FLOW FROM OPERATING ACTIVITIES:
<S>                                                                  <C>               <C>                     <C>           
   Net Profit (Loss)                                                 $  (2,071,877)    $  (1,226,144)          $  (5,871,382)

   ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
      USED IN OPERATING ACTIVITIES
             Depreciation                                                    12,873            14,564                  66,284
             Amortization of intangible assets                                7,394             4,410                  22,145
             Write-off of patents and trademarks                                  -                 -                  35,927
             Loss on disposal of assets                                  119,795.00                 -                 121,398
             Decrease in accrued expenses from Initial
                 public offering                                                  -                 -                  30,500
             Compensation and services paid in Common Stock                 182,905           219,000                 402,155
             Investment                                                                             -                  30,000
             Interest to affiliate paid in Common Stock                           -                 -                   6,856
             Accounts receivable                                             (9437)                 -                 (9,437)
             Inventory                                                       41,479          (41,479)                       -
             Prepaid expenses                                               (12419)                 -                (12,419)
             Security deposits                                               (6806)            17,990                (10,766)
             Accounts payable, accrued expenses and interest                 44,486            74,833                 200,414
             Accrued compensation                                          (125000)                 -               (125,000)
             Deposits                                                          1600                 -                   1,600
             Other                                                             (84)                 -                    (84)
                                                                    ---------------   ---------------        ----------------
            Total Adjustments                                               256,786           289,318                 759,573
                                                                    ---------------   ---------------        ----------------
NET CASH (USED IN)
   OPERATING ACTIVITIES                                                    -1815091         (936,826)             (5,111,809)
                                                                    ---------------   ---------------        ----------------
CASH FLOW FROM INVESTING ACTIVITIES:
             Purchase of property and equipment-net                          -80572            -99695               (234,256)
             Patent and trademark acquisitions                                    -                 -                (82,704)
                                                                    ---------------   ---------------        ----------------
NET CASH (USED IN) INVESTING ACTIVITIES                              $     (80,572)    $     (99,695)          $    (316,960)
                                                                    ---------------   ---------------        ----------------

</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements. F4

                                       F4

<PAGE>

                          NET/TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                            January 10,
                                                                                                               1990
                                                                                                            (inception)
                                                                                                              through
                                                                    November 30,      November 30,          November 30,
FISCAL YEAR ENDED                                                       1998              1997                 1998
-----------------                                                  -------------   ---------------      --------------
CASH FLOW FROM FINANCING ACTIVITIES:
<S>                                                                    <C>                 <C>               <C>      
             Issuance of common stock                                  1,225,000           1312750           2,993,985
             Loan proceeds from affiliate                                      -                 -             634,182
             Repayment of debt to affiliate                                    -                 -           (169,357)
             Financing via capital leases                                      -                 -               4,551
             Other                                                             -                 -                (16)
             Proceeds from debt                                                -                 -             130,000
             Deferred public offering costs                                    -                 -            (84,496)
             Issuance of common stock net of offering costs                    -                 -           1,054,078
             Proceeds from options sold                                        -           480,000             480,000
             Principal payments under capital lease                      (1,505)           (1,287)             (2,792)
             Proceeds of warrants exercised                                    -                 -             548,968
                                                                   -------------   ---------------      --------------
NET CASH PROVIDED BY                                                   1,223,495         1,791,463           5,589,103
                                                                   -------------   ---------------      --------------
   FINANCING ACTIVITIES
Net Increase (Decrease) in Cash and Cash Equivalents                   (672,168)           754,942             160,334
                                                                   -------------   ---------------      --------------
   CASH AND CASH EQUIVALENTS BEGINNING OF YEAR                           832,502            77,560                   -
                                                                                   ---------------      --------------

   CASH AND CASH EQUIVALENTS END OF YEAR                               $ 160,334         $ 832,505            $160,334
                                                                   =============   ===============      ==============

</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                       F5

<PAGE>

                          NET/TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                                            January 10,
                                                                                                               1990
                                                                                                            (inception)
                                                                                                              through
                                                                    November 30,      November 30,          November 30,
FISCAL YEAR ENDED                                                       1998              1997                 1998
-----------------
                                                                  -----------------  ----------------  ----------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash Paid During the Period For:
<S>                                                                          <C>               <C>                   <C>    
   Interest                                                                  $ 409             $ 627                 $ 1,036
   Income Taxes                                                                $ -               $ -                     $ -
</TABLE>




Supplemental schedule of noncash activities:

   The Company recognized consulting expense of $12,605 for common stock in
   connection with contracts to vendors. The Company recognized $170,300 in
   compensation expense on options granted an employee. The expense was
    calculated on the difference between the fair market value of the options
    less the exercise price on the date of grant. The Company abandoned its
    original prototype and sustained a loss of $119,795 which was net of
    accumulated depreciation of $6,495. The Company abandoned all of its
    inventory in relation to the original prototypes and sustained a loss in the
    amount of $251,288.



The accompanying notes to consolidated financial statements are an integral part
of these statements.



                                       F6


<PAGE>


<TABLE>
<CAPTION>

                          NET/TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                       INCEPTION THROUGH NOVEMBER 30, 1998

                                                                                     Deficit        Total
                                                                                   Accumulated      Share-
                                                                                   During the       holders'
                                           Common        Stock    Additional Paid  Development      Equity
                                           Shares        Amount      in Capital       Stage        (Deficit)
                                        -----------   -----------   -----------    -----------    -----------
<S>                                       <C>         <C>           <C>            <C>            <C>        
JANUARY 10, 1990 (INCEPTION)

Shares issued at $.01 per unit
   For cash-private placement             3,162,500   $    31,625            --             --    $    31,625
   For promotional service provided          25,000           250            --             --            250
   For subscription receivable              750,000         7,500            --             --          7,500
   For organizational costs provided        100,000         1,000            --             --          1,000
   For patent assignment                    200,000         2,000            --             --          2,000

Shares issued at $1.00 per unit
   For cash-private placement               130,000         1,300       128,700             --        130,000
   Exercise of options                       30,000           300        29,700             --         30,000

                  Net (Loss)                                                          (154,151)      (154,151)
                                        -----------   -----------   -----------    -----------    -----------

          BALANCE NOVEMBER 30, 1990       4,397,500   $    43,975   $   158,400    ($  154,151)   $    48,224

DECEMBER 1, 1990 TO NOVEMBER 30, 1991

                  Net (Loss)                     --            --            --       (144,403)      (144,403)
                                        -----------   -----------   -----------    -----------    -----------

          BALANCE NOVEMBER 30, 1991       4,397,500   $    43,975   $   158,400    ($  298,554)   ($   96,179)

DECEMBER 1, 1991 TO NOVEMBER 30, 1992

Shares issued at $7.00 per share
   For cash - IPO                           149,110         1,491     1,042,279             --      1,043,770

Shares issued at $2.33 per share
   For Convertible Note                      55,787           558       129,426             --        129,984

Shares issued at $2.00 per share
   For Inside A Warrants                     10,000           100        19,900             --         20,000

Shares issued at $2.67 per share
   For Inside B Warrants                     10,000           100        26,600             --         26,700

Reduction of deferred offering costs             --            --      (212,813)            --       (212,813)

                  Net (Loss)                                                          (662,629)      (662,629)
                                        -----------   -----------   -----------    -----------    -----------

          BALANCE NOVEMBER 30, 1992       4,622,397   $    46,224   $ 1,163,792    ($  961,183)   $   248,833
                                        ===========   ===========   ===========    ===========    ===========
</TABLE>

                                       F7

<PAGE>
<TABLE>
<CAPTION>

                           NET/TECH INTERNATIONAL, INC
                          (A DEVELOPMENT STAGE COMPANY)
             CONSOLIDATED STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
                       INCEPTION THROUGH NOVEMBER 30, 1998

                                                                                     Deficit        Total
                                                                                     Accumulated    Share-
                                                                       Additional    During the     holders'
                                             Common       Stock         Paid-In      Development    Equity
                                             Shares       Amount        Capital        Stage        (Deficit)
                                          -----------   -----------   -----------   -----------    -----------
<S>                                         <C>         <C>           <C>           <C>            <C>        
DECEMBER 1, 1992 TO NOVEMBER 30, 1993

Shares issued at $7.50 per share
        For - IPO A Warrants                   33,230           332       248,893            --        249,225

Shares issued at $4.66 per share
       For Convertible Note A Warrants            500             5         2,325            --          2,330

Shares issued at $2.00 per share
        For Inside A Warrants                  25,000           250        49,750            --         50,000

Shares issued at $2.67 per share
            For Inside B Warrants               5,000            50        13,320            --         13,370

Proceeds from private placement:
       Shares issued at $2.50 per share        60,000           600       148,386            --        148,986

       Shares issued at $6.00 per share         3,000            30        17,870            --         17,900

       Shares issued at $2.42 per share        92,000           920       222,080            --        223,000

       Shares issued at $2.33 per share        10,000           100        23,250            --         23,350

Shares issued at $4.00 per share
          For Professional Services             2,000            20         7,980            --          8,000

                  Net (Loss)                                                           (656,814)      (656,814)
                                          -----------   -----------   -----------   -----------    -----------

          BALANCE NOVEMBER 30, 1993         4,853,127   $    48,531   $ 1,897,646   ($1,617,997)   $   328,180

December 1, 1993 to November 30, 1994

Proceeds from private placement:
       Shares issued at $2.75 per share         2,000            20         5,480            --          5,500

                  Net (Loss)                                                           (521,615)      (521,615)
                                          -----------   -----------   -----------   -----------    -----------
          BALANCE NOVEMBER 30, 1994         4,855,127   $    48,551   $ 1,903,126   ($2,139,612)   ($  187,935)
                                          ===========   ===========   ===========   ===========    ===========
</TABLE>

                                       F8

<PAGE>
<TABLE>
<CAPTION>

                          NET/TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             CONSOLIDATED STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
                       INCEPTION THROUGH NOVEMBER 30, 1998

                                                                                      Deficit         Total
                                                                                      Accumulated     Share-
                                                                        Additional    During the      holders'
                                             Common       Stock         Paid-In       Development     Equity
                                             Shares       Amount        Capital         Stage        (Deficit)
                                           ---------    -----------    -----------   -----------    -----------
<S>                                       <C>          <C>            <C>           <C>            <C>         
DECEMBER 1, 1994 TO NOVEMBER 30, 1995

                  Net (Loss)                                                           (235,508)      (235,508)
                                          ---------    -----------    -----------   -----------    -----------

          BALANCE NOVEMBER 30, 1995       4,855,127    $    48,551    $ 1,903,126   ($2,375,120)   ($  423,443)
                                          ---------    -----------    -----------   -----------    -----------

DECEMBER 1, 1995 TO NOVEMBER 30, 1996

Shares issued at $1.25 per share for        149,874          1,499        185,844            --        187,343
    Inside A & B Warrants

Proceeds from private placement:
Shares issued at $0.25 per share            150,000          1,500         36,000            --         37,500

Shares issued at $1.00 per share
       to acquire Pressure Point Tech        25,000            250         24,750            --         25,000

Shares issued at $1.00 per share
             for Convertible Loan           517,211          5,172        512,039            --        517,211

                  Net (Loss)                                                           (198,241)      (198,241)
                                          ---------    -----------    -----------   -----------    -----------
          BALANCE NOVEMBER 30, 1996       5,697,212    $    56,972    $ 2,661,759   ($2,573,361)   $   145,370
                                          ---------    -----------    -----------   -----------    -----------

DECEMBER 1, 1996 TO NOVEMBER 30, 1997

Proceeds from private placement:
Shares issued at $1.25 per share            626,000          6,260        776,240            --        782,500

Sale of options for $1.00 per option             --             --        200,000            --        200,000
    with an exercise price of $2.50

Sale of options for $.25 per option              --             --        270,000            --        270,000
    with an exercise price of $2.50

Shares issued at $1.50 per share upon       349,998          3,500        521,500            --        525,000
    exercise of stock options
</TABLE>

                                       F9
<PAGE>
<TABLE>
<CAPTION>

                          NET/TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             CONSOLIDATED STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
                       INCEPTION THROUGH NOVEMBER 30, 1998

                                                                                               Deficit            Total
                                                                                               Accumulated         Share-
                                                                       Additional     During the         holders'
                                            Common        Stock         Paid-In      Development         Equity
                                            Shares        Amount        Capital         Stage           (Deficit)
                                          ---------    -----------    -----------   -----------    -----------
<S>                                                   <C>                <C>          <C>                              <C>   

Shares issued upon exercise of
    stock options                            16,000            160         15,090            --         15,250

Compensation expense for issuance                --             --         94,000            --         94,000
    of stock options
                  Net (Loss)                                                         (1,226,144)    (1,226,144)
                                          ---------    -----------    -----------   -----------    -----------
          BALANCE NOVEMBER 30, 1997       6,689,210    $    66,892    $ 4,538,589   $(3,799,505)   $   805,976
                                          ---------    -----------    -----------   -----------    -----------

DECEMBER 1, 1997 TO NOVEMBER 30, 1998

Shares issued at $2.00 per share            245,000           2450         487550            --        490,000

Shares issued upon exercise of               20,000            200          24800            --         25,000
    stock options

Shares issued at $1.25 per share            100,000           1000         124000            --        12,5000

Shares issued for consulting services        11,858         118.58          27486            --         27,605

Shares issued as compensation expense         1,429          14.29           4985            --          5,000

Shares issued at $1.75 per share             57,143         571.43          99428            --        100,000

Shares issued at $1.50 per share            100,000           1000         149000            --        150,000

Proceeds from private placement
Shares issued at $.15 per share           2,099,997       20999.97         294000            --        315,000

Compensation expense for issuance                --             --         170300            --        170,300
    of stock options
                  Net (Loss)                                                         (2,071,877)    (2,071,876)

          BALANCE NOVEMBER 30, 1998       9,324,637    $    93,246    $ 5,920,140   $(5,871,382)   $   142,004
                                          =========    ===========    ===========   ===========    ===========
</TABLE>


Share prices are rounded to the nearest penny.

The accompanying notes to financial statements are an integral part of these
statements.


                                       F10
<PAGE>


                          NET TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIALS STATEMENTS
                                NOVEMBER 30, 1998

NOTE 1 -BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT
        ACCOUNTING POLICIES

The Company was incorporated in Delaware on January 10, 1990. The Company is the
developer  of the  patented  Hygiene  Guard Hand Wash  Reminder  and  Monitoring
technology  which prompt and verifies  employee hand washing in any  environment
where hygiene is a priority. See Note 2 and Note 2a.

In  1993,  the  Company  formed  Multi-Monitoring   Systems,  Inc.,  a  Delaware
Corporation. As of November 30, 1995, no shares have been issued and the company
has no financial activity,  therefore,  it is not consolidated with Net/Tech. In
October 1995, the Company acquired Pressure Point Technologies (see Note 3). The
financial  statements  include the accounts for this subsidiary from the date of
acquisition.

CASH EQUIVALENTS

Cash and equivalents  consist of highly liquid interest bearing investments with
a maturity date at acquisition of three months or less.

ACCOUNTS RECEIVABLE

The Company  examines its accounts  receivable for their  collectibility.  As of
November 30, 1998, the Company  believes that all accounts  receivable are fully
collectible.

INVENTORY

The inventory is stated at the lower of cost or market in the year 1997. For the
fiscal year ended  November 30, 1998 the  inventory was written down to zero and
abandoned.

PROPERTY AND EQUIPMENT:

Property and Equipment are recorded at cost.  Depreciation is computed using the
straight-line  method over the  estimated  useful  life of the asset.  Leasehold
Improvements  are amortized over the shorter of the respective life of the lease
or the useful life of the improvements.

The  capitalized  prototype  costs and  related  accumulated  depreciation  were
written off in 1998.

Upon  the sale or  retirement  of  depreciable  assets,  the  cost  and  related
accumulated  depreciation  will be removed and the resulting profit or loss will
be reflected in income.  Expenditures  for  maintenance  and repairs are charged
against income as incurred.

Estimated useful lives are as follows:

          Machinery and Equipment                   5 - 10 years
          Furniture and Fixtures                    5 - 7 years

INTANGIBLE ASSETS:

Costs incurred in connection with filing patent and trademark  applications  are
capitalized.  Patents and  trademarks  granted are  amortized on a straight line
basis over a lifetime of 10 and 3 years, respectively.
Abandoned patents are expensed in the year of abandonment.

                                      F11
<PAGE>

                          NET TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIALS STATEMENTS
                                NOVEMBER 30, 1998


NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES (CONTINUED)

LONG-LIVED ASSETS

In fiscal 1997, the Company adopted Statement of Financial  Accounting Standards
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be  Disposed  of" ("SFAS  121").  Long lived  assets and  identifiable
intangibles to be held and used are reviewed for impairment  whenever  events or
changes  in  circumstances   indicate  that  the  carrying  amount  may  not  be
recoverable.  Impairment  is measured by  comparing  the  carrying  value of the
long-lived  asset to the estimated  undiscounted  future cash flows  expected to
result from uses of the assets and their eventual  disposition.  The adoption of
SFAS No. 121 did not have a material  impact on the  results  of  operations  or
financial position of the Company.  During the year ended November 30, 1998, the
Company  continued its policy of accounting  for impairment of long lived assets
resulting in the write off of the prototype.

ORGANIZATION COSTS

Organization  costs were  capitalized  and are being  amortized over a five year
period.

RESEARCH AND DEVELOPMENT COSTS

Research, development and related engineering costs are expensed as incurred.

LOSS PER COMMON AND COMMON EQUIVALENT SHARE

The loss per common  share for the fiscal  years 1998 and 1997 was  computed  by
dividing  the  net  loss  by  the  weighted  average  number  of  common  shares
outstanding  during such periods.  Common stock equivalents were not included in
the computation of weighted average shares  outstanding  because their inclusion
would be anti-dilutive.

In February 1997, the Financial  Accounting Standards Board issued SFAS No. 128,
"Earnings Per Share",  which replaces current Earnings Per Share (EPS) reporting
for interim and annual  periods  ending  after  December 15, 1997 and requires a
dual  presentation  of basic and  diluted  EPS.  Adoption of SFAS No. 128 is not
expected to have a material impact on the Company's per share data.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported  amounts and  disclosures.  Actual results could differ
from those estimates.

EMPLOYEES STOCK PLANS

The Company  accounts for its stock options in accordance with the provisions of
the  Accounting  Principles  Board (APB) Opinion No. 25,  "Accounting  for Stock
Issued  to  Employees."  In  accordance  with  SFAS  No.  123,  "Accounting  for
Stock-Based  Compensation," the Company continues to apply the provisions of APB
No. 25 for  purposes  of  determining  net income and has  adopted the pro forma
disclosure requirement of SFAS No. 123 effective December 1, 1996. (See Note 8).

                                      F12
<PAGE>

                          NET TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIALS STATEMENTS
                                NOVEMBER 30, 1998


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1997,  the  Financial  Accounting  Standards  Board issued SFAS No. 130,
"Reporting  Comprehensive Income," which establishes standards for reporting and
display of comprehensive  income and its components in a complete set of general
purpose financial statements; and SFAS No. 131, "Disclosure About Segments of an
Enterprise  and  Related  Information,"  which  establishes  annual and  interim
reporting  standards for a Company's  business segments and related  disclosures
about it's products,  services,  geographic areas and major customers. Both SFAS
No. 130 and SFAS No. 131 are effective for fiscal years beginning after December
15, 1997.  The Company  believes that the adoption of the new standards will not
have a material effect on the financial statements.

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 133, Accounting for Derivative  Instruments
and Hedging  Activities.  This  statement  establishes  accounting and reporting
standards for derivative  instruments,  including certain derivative instruments
embedded in other contracts  (collectively referred to as derivatives),  and for
hedging   activities.   The  statement   requires  companies  to  recognize  all
derivatives as either assets or liabilities,  with the  instruments  measured at
fair value. The accounting for changes in fair value,  gains or losses,  depends
on the  intended  use of the  derivative  and  its  resulting  designation.  The
statement is effective for all fiscal  quarters of fiscal years  beginning after
June 15, 1999.  Adoption of this standard will not impact the financial  results
of the Company.

In February 1998, the Financial  Accounting  Standards Board issued SFAS No. 132
Employers  Disclosures About Pensions and Other Post Retirement Benefits,  which
revises  employers'  disclosures about pension and other post retirement benefit
plans, requires additional information on changes in the benefit obligations and
fair  values  of plan  assets  that  will  facilitate  financial  analysis,  and
eliminates  certain  disclosures that are no longer deemed useful. The statement
is effective for fiscal years  beginning  after  December 15, 1997.  The Company
believes that the adoptions of this standard will not have a material  effect on
the financial results of the Company.

NOTE 2 - LIQUIDITY AND BUSINESS RISKS

The Company had sales of $36,000 in the current  year ended  November  30, 1998.
The Company had an  accumulated  deficit of  $5,871,382 as of November 30, 1998.
The  accumulated  deficit was $3,799,505 on November 30, 1997.  Such losses have
resulted principally from research and development  expenditures and engineering
costs,  as  well  as the  expansion  of the  company's  staff  including  sales,
marketing and technical  support.  After the introduction of the product in 1998
the company  decided to abandon the  original  model and engineer a smaller less
complex  model.  As a result the company wrote off its inventory and  prototype.
The Company  also  decided to cut its sales,  marketing  and  technical  support
payroll at the end of fiscal 1998.

During the year the company raised  capital by the issuance of 2,635,427  shares
of common  stock for  $1,237,605.  Substantially  all the shares were subject to
Rule 144 of the Securities Exchange Commission.

NOTE 2A) MATERIAL SUBSEQUENT EVENTS

In March 1999, the Company sold its patent estate and product development. Under
the terms of the  agreement,  the Company  will  receive 10% percent of net U.S.
sales of the patented hand wash reminder and monitoring  technology for a period
of 10 years. The Company will also receive 5% of net U.S. sales for the next two
years,  2 1/2% of net U.S.  sales for the  following  three  years and 7% of all
foreign  net sales for a period of ten years.  In  addition,  the  Company  will
receive a down payment of $50,000 and minimum guaranteed payments of $12,000 per
month  for a period of  twenty  months.  The  purchaser  will also fund  product
development, patent prosecution protection and worldwide marketing.

                                      F13
<PAGE>

                          NET TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIALS STATEMENTS
                                NOVEMBER 30, 1998

Prior to the signing of this  contract,  the Company  could not meet its present
working capital  obligations.  The Company has been extremely slow in paying its
accounts payable. Certain vendors have contacted the Company and made demand for
payment. The Company believes that the signing of this contract will put it in a
position to meet its present and future working  capital  obligations.  However,
even though there are minimum guaranteed payments to the Company, there is still
a risk  factor to be assumed  by  investors.  While the  contract  provides  for
initial payments totaling $290,000  additional revenue is contingent upon GOJO's
sales of the patented equipment.

NOTE 3 - ACQUISITIONS

In November  1997,  the Company  acquired  Hospitality  Marketing and Purchasing
Corp.,  (HMP) for 100,000  authorized  but  unissued  shares of common  stock in
exchange  for 100% of the stock of HMP. HMP is a Florida  Corporation  formed by
Ron Heagle. HMP assets consisted principally of a planned Health and Food safety
reference guide and catalog and the industry acumen of Mr. Heagle.  Accordingly,
the shares issued to HMP were  accounted  for as an incentive  signing bonus for
the  personnel  services  of Mr.  Heagle and were  charged to the  statement  of
operations in the amount of $125,000.  The shares were not issued until December
1997,  the resulting  expense and liability have been accrued as of November 30,
1997.  The  shares  were  valued at the value  ascribed  to other Rule 144 stock
issued in the period of the  acquisitions.  On October 15,  1998,  Mr.  Heagle's
employment was terminated by the Board of Directors.

In October 1996, the Company acquired 100% of the common stock in Pressure Point
Technologies,  Inc., in a transaction  accounted for under the purchase  method.
The  Company   issued  25,000  shares  of  authorized   but  unissued  stock  in
consideration   for  the  stock  acquired.   Pressure  Point   Technologies  was
incorporated  in  Michigan  in  1996,  and the  assets  of the  company  consist
primarily of the technology for a battery less remote control for which a patent
was granted on March 31, 1998.

NOTE 4 - CONVERSION OF DEBT

Beginning  in April 1994,  the Company  borrowed  capital  for  operations  from
CRYO-CELL  International,  Inc.  The  amounts  borrowed  were  in  the  form  of
convertible  notes due on demand at an interest rate of 10% per annum. The notes
were  convertible  into the  common  stock of Net Tech  International,  Inc.  at
CRYO-CELL'S  discretion.  All of the  Company's  patent  rights were assigned to
CRYO-CELL as collateral for the notes.

On  November 1, 1995,  both  boards of  directors  of the  respective  companies
resolved to convert the notes into shares of  restricted  common stock valued by
the Company at $1. The Company issued 517,211 shares which satisfied  $52,386 in
accrued interest and the remaining $464,825 principal amount due.

NOTE 5 - PATENTS

Patents have been granted on the Hygiene Guard, TM, and on the water dispensable
technology. The patent applications and rights were assigned by the co-inventors
to the Company.  The assignments  included  rights to all related  developments,
modifications and improvements.  In consideration of the assignments each of the
co-inventors  received 100,000 shares of common stock of the Company,  valued at
$1,000, which approximates costs incurred by the co-inventors. The patent rights
were capitalized and recorded as an asset.

A patent  has also been  granted on a battery  less  remote  technology  and was
valued at $25,000 which is the value of the shares given. (See Note 3 )

                                      F14
<PAGE>

                          NET TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIALS STATEMENTS
                                NOVEMBER 30, 1998

NOTE 6 - WARRANTS

The Company issued 160,000 shares with detachable  Class A warrants at $1.00 per
share prior to the public  offering.  The IPO  consisted of 149,110  shares with
detachable  Class A warrants  exercisable at $7.50 per share.  In addition,  the
Company  issued 55,790 shares with  detachable  Class A warrants  exercisable at
$2.33 per share (conversion price) for the $130,000 convertible note. All of the
Class A warrants were  exercisable to purchase one share of common and one Class
B warrant. The Class B warrants were exercisable to purchase one share of common
stock.

NOTE 7 - OPTIONS

In 1992 the Company  adopted an Employee  Incentive  Stock Option Plan providing
for 250,000  shares to be  available  and the Company has set aside a reserve of
shares of that  amount for this  purpose.  In  addition,  the Company has issued
Non-Employee  Stock Options to individuals whose  contribution and assistance is
of benefit to the Company.

Stock option activity was as follows for the two years ended November 30, 1998:

                                                                Weighted Average
                                             No. of Shares       Exercise Price 
                                             -------------       -------------- 

Outstanding at November 30, 1996                   185,000         $   1.19

Granted                                          2,317,500         $   2.02
Exercised                                          365,000         $   1.48
Terminated                                               0                0

Outstanding at November 30, 1997                 2,137,500         $   2.02

Granted and Purchased                              490,000         $   1.66
Exercised                                           20,000         $   1.25
Terminated                                         130,000         $   2.35

Outstanding at November 30, 1998                 2,477,500         $   1.95


Significant option groups outstanding at November 30, 1998 and related price and
life information follows:

<TABLE>
<CAPTION>

                                                                         Weighted Average
   Range of Exercise                                Weighted Average       Remaining
        Price                      Outstanding       Exercise Price     Contractual Life
        -----                      -----------       --------------     ----------------

<S> <C>      <C>                    <C>                  <C>                 <C>
    $0.15 to $1.00                  405,000              .30                 3.5
    $1.01 to $2.00                  877,500             1.63                 1.7
    $2.01 to $4.9                 1,080,000             2.50                 3.5
    $5.00                           115,000             5.00                 2.5

</TABLE>

The Company applies Accounting  Principles Board Opinion No. 25, "Accounting for
Stock,  Issued to Employees" (APB 25) and related  Interpretations in accounting
for its stock options. Accordingly, in 1997, $94,000 in compensation expense was
recognized for its stock-based compensation.  During the year ended November 30,
1998,  $170,300 in  compensation  expense was recognized for the Company's stock
based compensation.  Had compensation cost for the options been determined based
upon the fair value at the grant date consistent with the alternative fair value
accounting

                                      F15
<PAGE>

                          NET TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIALS STATEMENTS
                                NOVEMBER 30, 1998

provided  for  under  FASB  Statement  No.  123,   "Accounting  for  Stock-Based
Compensation,"  the  Company's  net loss and net loss per share  would have been
$2,253,040  and $.32 for the year ended  November 30, 1998,  and  $1,708,719 and
$.28 for the year ended  November 30, 1997.  The weighted  average fair value of
each option granted during fiscal 1998 is estimated at $.72 at the date of grant
using the  Black-Scholes  option  pricing model with the following  assumptions:
risk-free interest rate of 5%, expected life of 3.2 years,  expected  volatility
of 1.27% and no dividend yield.  The weighted  average fair value of each option
granted  during fiscal 1997 is estimated at $1.36 at the date of grant using the
Black-Scholes  option  pricing model with the following  assumptions:  risk-free
interest rate of 6.3%, expected life of 1.2 years,  expected volatility of 133%,
and no dividend yield.

Weighted  average  grant date fair values are shown  below for groups  where the
stock price equals, exceeds and is less than the exercise price.

<TABLE>
<CAPTION>

                                            Weighted Average            Weighted Average
                                            FAIR VALUE PER SHARE     EXERCISE PRICE PER SHARE
                                            --------------------     ------------------------

         1998
<S>                                              <C>                       <C>     
         Stock Price - Exercise Price            $   .62                   $    .25
         Stock Price - Exercise Price            $   .84                   $   3.47

         1997
         Stock Price - Exercise Price            $  2.02                   $   1.22
         Stock price - Exercise Price            $  1.02                   $   1.25

</TABLE>

The pro forma effect on net income is not representative of the pro forma effect
on net income in future periods because it does not take into  consideration pro
forma compensation expense related to grants made in prior periods.

NOTE 9 - STOCKHOLDERS' EQUITY

Other stock reserved for future issuance is as follows:

  DESCRIPTION                            NUMBER OF SHARES          EXPIRATION
  -----------                            ----------------          ----------

Reserve for options purchased by
non-employees                              1,530,000              1/99 to 01/00

Reserve for options granted for
non-employees                                272,500              5/99 to 11/03

Reserve for granted employee
options                                      650,000              1/99 to 10/03


$250,000 shares of the Company's stock has been put into reserve for an Employee
Stock  Option  Plan (the  Plan).  Employee  Options  granted  under the Plan are
exercisable  at 100% of the current  market  price and have a term of five years
from the date of grant.  The options  immediately  terminate  on the  employee's
termination  or in the case of permanent  and total  disability,  the option are
exercisable for a period of 30 days after termination.

                                      F16
<PAGE>

                          NET TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIALS STATEMENTS
                                NOVEMBER 30, 1998

NOTE 10 - RELATED PARTY TRANSACTIONS

Cryo-Cell  International Inc. owns 16.7% of the company's issued and outstanding
stock at November 30, 1998. It owned 28.2% as at November 30, 1997. There was no
intercompany charges.


NOTE 11 - SERVICES CONTRIBUTED

1)       In  1990,   promotional   services  were  provided  by  an  independent
         contractor in  consideration  for 25,000 shares of the Company's common
         stock.  The Company had  negotiated  the fair value of the  promotional
         services  rendered  under the terms of the  agreement  to be $250.  The
         Company has recorded the shares  issued at the fair market value of the
         service and expensed the promotion fees.

2)       In 1990,  organization costs were provided by an independent contractor
         in consideration  for 100,000 shares of the Company's common stock. The
         Company had been  billed  $1,000 and  determined  the fair value of the
         costs incurred to be $1,000. The Company had recorded the shares issued
         at the fair market value of the costs and capitalized the  organization
         costs (see Note 1).

3)       In 1993, a company was issued 2,000 shares of common stock at $4.00 per
         share for promotional services.

4)       During the year ended  November  30,  1997,  a key  employee was issued
         107,058  shares of common  stock as a  signing  bonus and for  services
         rendered.

5)       During the year ended  November 30, 1997,  another  employee was issued
         1,429 shares of common stock shares for services rendered.

6)       During the year ended  November 30, 1998,  two companies  were issued a
         total of 4,800 shares of common stock for consulting services.


NOTE 12 - COMMITMENTS AND CONTINGENCIES

The Company  entered into a lease for office space in Red Bank, New Jersey.  The
following  schedule  summarizes  future minimum lease payments  required under a
non-cancelable  operating  lease as of November 30, 1998:  The lease  expires in
2001.

                1999                              $  48,488
                2000                              $  49,582
                2001                              $  12,530

Rent expense for the periods ending  November 30, 1998 and November 30, 1997 was
$56,175 and $25,015, respectively.

On October 15, 1998, the Company entered into a 5 year employment agreement with
the  Company  President.   During  a  portion  of  fiscal  1998,  the  President
voluntarily waived his salary in an effort to conserve company resources.

                                      F17
<PAGE>

                          NET TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIALS STATEMENTS
                                NOVEMBER 30, 1998


NOTE 13 - INCOME TAXES

No  provision  for income  taxes was  recorded  for the two fiscal  years  ended
November 30, 1998 and 1997 due to net operating losses  incurred.  Net operating
loss carry forwards for federal tax purposes of approximately  $5,472,000 expire
from 2005 through 2013.

The company's gross deferred tax assets of $1,800,000 and $1,290,000 at November
30, 1998 and 1997  respectively,  represent the tax effect of net operating loss
carry forwards. Based upon the Company's earnings history, a valuation allowance
equal to the  amount of the  deferred  tax  assets  is  required  to reduce  the
Company's deferred tax assets to the amount realizable at present.


NOTE 14. - CAPITAL LEASES

The Company leases certain  equipment  under a capital  lease.  Leased  property
under capital leases include:

                             1998                       1997
                             ----                       ----

         Equipment         $4,551                      $4,551

At November 30, 1998 the future  minimum lease  payments  required under capital
leases are as follows:

         FISCAL YEAR ENDING

         November 30, 1999                               $1,913

         Less: Imputed interest                             154
                                                         ------
         Present value of minimum
         lease payments                                  $1,759

NOTE 15. - INITIAL PUBLIC OFFERING

In January 1992, the Company successfully  completed its initial public offering
in which the Company raised  $1,043,770  from the sale of 149,110 units at $7.00
per  unit.  After  expenses,  this  resulted  in a cash flow to the  Company  of
approximately $885,000.

                                      F18
<PAGE>

                          NET TECH INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIALS STATEMENTS
                                NOVEMBER 30, 1998


NOTE 16. - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Fourth quarter of 1997 was adversely  affected by accounting for the purchase of
HMP as employee  compensation in the amount of $125,000 and significant research
and development cost incurred.

Fourth quarter of 1998 was adversely  affected by the write off and  abandonment
of the prototype  and the product line  inventory in the amounts of $119,795 and
$251,288 respectively.  The fourth quarter was also affected by the value of the
option issued to an employee as compensation in the amount of $170,300.

                     1st              2nd              3rd               4th
1997               QUARTER          QUARTER          QUARTER           QUARTER
----               -------          -------          -------           -------

Net Loss          $   56.338       $  158,678       $  197,868        $ 813,260
                  ==========       ==========       ==========        =========

Loss per share    $      .01       $      .03       $      .03        $     .12
                  ==========       ==========       ==========        =========

Shares used in
Computation
                   4,860,806        5,855,417        5,924,009        6,677,034
                   =========        =========        =========        =========

1998

Net Loss
                  $  399,205       $  427,608        $ 355,574        $ 889,490
                  ==========       ==========        =========        =========

Loss per Share    $      .06       $      .06        $     .05        $     .13
                  ==========       ==========        =========        =========

Shares used in
Computation        6,820,419        6,872,495        6,872,495        7,085,086
                   =========        =========        =========        =========

                                      F19

<PAGE>

                                    PART III


Documents  incorporated by reference:  The  information  required by Part III of
From 10-KSB is  incorporated  by  reference  to the  Issuer's  definitive  proxy
statement  relating to the 1999 Annual Meeting of Shareholders which is expected
to be filed with the  Securities  and Exchange  Commission on or about March 30,
1999.


                                       11

<PAGE>
                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

               (a)      Exhibits
                        3.1      Certificate of Incorporation
                        3.2      By-Laws (1)
                        4.1      Underwriter's Option (1)
                        10.2     Agreement with CRYO-CELL (1)
                        10.3     Long  term  Scientific   Consultation  Contract
                                 dated February 11, 1992 between the Company and
                                 Dr. Charles L. Beatty and Polymer  Products and
                                 Services  Co.,  including   assignment  of  all
                                 patent rights by Consultant (2)
                        10.4     Agreement with Valgene Associates, Dated August
                                 6, 1992 (3)
                        10.41    Agreement with Human Services Risk  Management,
                                 Inc. dated May 29, 1993 (3)
                        10.5     Employment   Agreement   dated  June  17,  1991
                                 between the Company and Joseph Knauer (2)
                        10.51    Employment  Agreement  dated  December 28, 1993
                                 between the Company  and Robert  Anthony  Fenno
                                 (3)
                        10.6     Convertible  Note to  CRYO-CELL  International,
                                 Inc. dated November 30, 1994 (3)
                        10.7     Convertible  note to  CRYO-CELL  International,
                                 Inc. dated November 30, 1995 (4)
                        10.8     Agreement  with  Pressure  Point  Technologies,
                                 dated October 29, 1996 (5)
                        10.9     Agreement  with Stainless  Design  Corporation,
                                 dated April 4, 1996 for Phase I development  of
                                 Hygiene Guard (5)
                        10.10    Agreement  with Stainless  Design  Corporation,
                                 dated October 31, 1996 for Phase II development
                                 of Hygiene Guard (5)
                        10.11    Agreement  between  the  Company  and  Glenn E.
                                 Cohen (5)
                        10.12    Employment  Agreement  dated  October  15, 1998
                                 between the Company and Glenn E. Cohen
                        21       List of Subsidiaries (5)
                        27       Financial Data Schedule

               (b)      Reports on Form 8-K
                        8-K filed October 16, 1998 relating to Item 6 and 7

--------------------------------------------------------------------------------
(1)      Incorporated  by reference to the Company's  Registration  Statement of
         Form S-1 (No.33-36198).
(2)      Incorporated  by reference to the Company's  Annual Report on Form 10-K
         for the year ended November 30, 1991.
(3)      Incorporated  by reference to the Company's  Annual Report on Form 10-K
         for the year ended November 30, 1994.
(4)      Incorporated  by reference to the Company's  Annual Report on Form 10-K
         for the year ended November 30, 1995.
(5)      Incorporated  by reference to the Company's  Annual Report on Form 10-K
         for the year ended November 30, 1996.
(6)      Incorporated  by reference to the Company's  Annual Report on Form 10-K
         for the year ended November 30, 1997.

                                       12
<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 16th day of
March, 1999.


                                       NET/TECH INTERNATIONAL, INC.



                                       By: /s/ GLENN E. COHEN
                                       -----------------------------------------
                                               Glenn E. Cohen
                                       President and Chief Executive Officer

         Pursuant to the  requirements  of the Securities  exchange Act of 1934,
this report has been signed below on March 16, 1999 by the following  persons in
the capacities indicated:

         /s/ KNUD GOTTERUP                                     Director
         ------------------------------
             Knud Gotterup


         /s/ JOSEPH LOURO                                      Director
         ------------------------------
             Joseph Louro

                                       13