<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                   FORM 10-QSB/A


[X]     Quarterly  Report  pursuant  to  Section  13  or 15(d) of the Securities
        Exchange  Act  of  1934

        For  the  quarterly  period  ended  January  31,  2003

[  ]    Transition  Report  pursuant  to 13 or 15(d) of the Securities Exchange
        Act  of  1934
        For  the  transition  period  from          to

Commission  File  Number:  000-19457

                         LEGAL ACCESS TECHNOLOGIES, INC.
                         -------------------------------
        (Exact name of Small Business Issuer as specified in its charter)


Nevada                                        87-0473323
------                                        ----------
(State  or  other  jurisdiction  of           (IRS  Employer
incorporation)                                Identification  No.)

2300  W.  Sahara  Ave.,  Suite  500
Las  Vegas,  NV                               89102
---------------                               -----
(Address of principal executive offices)      (Zip  Code)

Issuer's  telephone  number,  including  area  code  (702)  949-6115

Indicate  by  a check mark whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the issuer was required
to  file such reports), and (2) has been subject to such filing requirements for
the  past  90  days  [X]  Yes  [  ]  No

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest practicable date:  6,088,732 shares of Common Stock as
of  January  31,  2003.

Transitional  Small  Business  Disclosure Format (check one):  Yes [  ]   No [X]


<PAGE>


                         PART 1 - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with  the  instructions  to  Form  10-QSB and Item 310(b) of Regulation S-B and,
therefore, do not include all information and footnotes necessary for a complete
presentation  of  financial  position,  results  of  operations, cash flows, and
stockholders'  equity  (deficiency)  in  conformity  with  generally  accepted
accounting  principles.  For  further  information,  please  refer to the annual
financial  statements  of  the  Company  and  related  notes included within the
Company's  Annual Report on Form 10KSB for the fiscal year ended April 30, 2002,
previously  filed  with  the  Securities and Exchange Commission, from which the
information  as  of  April  30,  2002  is  derived.

In  the  opinion  of management, all adjustments considered necessary for a fair
presentation  of  the  results  of  operations  and financial position have been
included  and  all such adjustments are of a normal recurring nature.  Operating
results for the three and nine months ended January 31, 2003 are not necessarily
indicative  of  the  results  that can be expected for the year ending April 30,
2003.


The  financial  statements  present the activities of Legal Access Technologies,
Inc.  ("LATI")  and  its  subsidiaries  Tele-Lawyer,  Inc.  ("Tele-Lawyer")  and
Perspectives  Health  Management  Corp.  ("Perspectives").  All  significant
inter-company  balances  and  transactions  have  been  eliminated  in  the
consolidation.

GENERAL

The  Company's  consolidated  financial statements included with this Form 10QSB
are  as  follows:

(A)  Balance  sheets  as  of  January  31,  2002  (unaudited) and April 30, 2002
(B)  Statements  of  operations  for the three and nine months ended January 31,
     2003  and  2002  (unaudited)
(C)  Statements  of  cash  flows  for the nine months ended January 31, 2003 and
     2002  (unaudited)


                                       2

<PAGE>

<TABLE>
<CAPTION>

     LEGAL ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES
     CONSOLIDATED BALANCE SHEETS
     JANUARY 31, 2003 AND APRIL 30, 2002

================================================================================

                                            January 31, 2003
                                             (Unaudited)      April 30, 2002
                                           ----------------------------------
<S>                                        <C>               <C>

ASSETS

Current Assets
Cash and cash
equivalents                                $       139,277   $     1,145,512

Accounts receivable,
trade                                               28,011           316,912

Accounts receivable,
discontinued business
segment, net of
allowances                                         985,739         1,229,363

Prepaid expenses
and other                                            4,392            22,140
                                           ----------------------------------

                                                 1,157,419         2,713,927

Property and equipment,
net of accumulated
depreciation of
$139,778 and $112,702                              178,310           160,031

Software license,
net                                                181,880           213,147
                                           ----------------------------------

                                           $     1,517,609   $     3,087,105
                                           ==================================



LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable                           $       156,173   $        79,735
Accrued expenses                                   151,378           155,686
                                           ----------------------------------

                                                   307,551           235,421

Long-term liabilities
Convertible notes and accrued interest             264,550           249,288
                                           ----------------------------------

                                                   572,101           484,709
                                           ----------------------------------

Stockholders' equity
Common stock,
$0.001 par value,
100,000,000 shares
authorized, 6,088,732 and
6,071,232 shares issued
and outstanding                                      6,088             6,071

Additional paid-in
capital                                          6,049,097         6,031,614
Deficit                                         (5,109,677)       (3,435,289)
                                           ----------------------------------

                                                   945,508         2,602,396
                                           ----------------------------------

                                           $     1,517,609   $     3,087,105
                                           ==================================
</TABLE>


See notes to consolidated financial statements


                                       3

<PAGE>

     LEGAL ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF OPERATIONS
     THREE AND NINE MONTHS ENDED JANUARY 31, 2003 AND 2002  (Unaudited)
================================================================================


<TABLE>
<CAPTION>



                                     Three Months Three Months  Nine Months  Nine Months
                                       ended         ended        ended         ended
                                     January 31,  January 31,   January 31,  January 31,
                                        2003         2002          2003         2002
                                    ----------------------------------------------------
<S>                                 <C>          <C>          <C>           <C>
  Revenues                          $  162,763   $  238,549   $   499,087   $   343,212
                                    ----------------------------------------------------

  Operating costs and expenses
  Legal support services               138,891      122,818       462,964       176,928
  Software research and
  development                          132,076      319,502       579,266       778,084
  Selling, general, and
  administrative                       501,943      294,275     1,122,267       787,039
                                    ----------------------------------------------------

                                       772,910      736,595     2,164,497     1,742,051
                                    ----------------------------------------------------

  Loss from operations                (610,147)    (498,046)   (1,665,410)   (1,398,839)


  Other income (expense)
  Interest                              (4,707)       5,417       (10,378)      (16,102)
  Rentals                                  200          600         1,400         1,801
                                    ----------------------------------------------------
  Loss from continuing operations     (614,654)    (492,029)   (1,674,388)   (1,413,140)

  Income from operations of
  discontinued business segment                                                  46,308
                                    ----------------------------------------------------

  Net loss                          $ (614,654)  $ (492,029)  $(1,674,388)  $(1,366,832)
                                    ====================================================


  Basic and diluted income (loss)
  per common share:
  Continuing operations             $    (0.10)  $    (0.08)  $     (0.28)  $     (0.24)
  Discontinued operations                                                          0.01
                                    ----------------------------------------------------
  Net                               $    (0.10)  $    (0.08)  $     (0.28)  $     (0.23)
                                    ===========  ===========  ============  ============
  Weighted average common
  shares outstanding                 6,088,732    6,071,232     6,078,232     5,917,985
                                    ===========  ===========  ============  ============

</TABLE>



  See notes to consolidated financial statements



                                          4


<PAGE>


     LEGAL ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CASH FLOWS
     NINE MONTHS ENDED JANUARY 31, 2003 AND 2002 (Unaudited)
================================================================================

<TABLE>
<CAPTION>


                                            Nine Months ended     Nine Months ended
                                            January 31, 2003       January 31, 2002
                                         ---------------------------------------
---
<S>                                      <C>                           <C>

  Operating activities
  Net cash used in operating
  activities                             $                (1,164,550)  $(1,076,413)
                                         ------------------------------------------

  Investing activities
  Purchase of software license                                (1,250)      (26,812)
  Purchase of property and
   equipment                                                 (84,059)      (35,359)
                                         ------------------------------------------

  Net cash used in investing
   activities                                                (85,309)      (62,171)
                                         ------------------------------------------

  Financing activities
  Proceeds from promissory note                                            150,000
  Repayment of promissory note                                            (150,000)
  Proceeds from loans, related parties                                     257,000
  Repayment of loans, related parties                                     (312,000)
  Net cash received from
   disposal of discontinued
   business segment                                                      2,935,231
  Collection of accounts
   receivable of a discontinued
   business segment                                          243,624       294,145
                                         ------------------------------------------

  Net cash provided by
   financing activities                                      243,624     3,174,376
                                         ------------------------------------------

  Net increase (decrease) in
   cash and cash equivalents                              (1,006,235)    2,035,792
  Cash and cash equivalents,
   beginning of period                                     1,145,512         1,302
                                         ------------------------------------------

  Cash and cash equivalents,
   end of period                         $                   139,277   $ 2,037,094
                                         ==========================================



  Reconciliation of net loss
   to net cash used in
   operating activities
  Net loss                                                (1,674,388)   (1,366,832)
  Non-cash items:
       Depreciation and amortization                          98,297        35,532
       Common stock issued for services                       17,500       100,000
  Increase in operating
   (assets) liabilities
      Accounts receivable                                    288,901       (37,010)
      Prepaid expenses and other                              17,748       (22,196)
      Accounts payable                                        76,438       127,793
      Accrued expenses                                        (4,308)       86,300
      Accrued interest                                        15,262
                                         ------------------------------------------

  Net cash used in
  operating activities                   $                (1,164,550)  $(1,076,413)
                                         ==========================================

</TABLE>





  See notes to consolidated financial statements



                                       5


<PAGE>


     LEGAL ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
     NINE MONTHS ENDED JANUARY 31, 2003 (UNAUDITED)
================================================================================

<TABLE>
<CAPTION>
                                                   Common
                                                   stock  Additional
                                  Shares issued    par    paid-in
                                  and outstanding  value  Capital  Deficit
                                  ---------------------------------------------
<S>                               <C>          <C>     <C>         <C>
 Balances, May 1, 2002            6,071,232   $6,071  $6,031,614  $(3,435,289)
  Common Stock issued                17,500   $   17  $   17,483
  Net loss                                                         (1,674,388)
                                  ---------------------------------------------
  Balances, January 31, 2003      6,088,732   $6,088  $6,049,097  $(5,109,677)
                                  =============================================

</TABLE>





  See notes to consolidated financial statements




                                        6


<PAGE>


LEGAL ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------


1.  Bad Debt Expense.


In  the  most  recent  quarter,  the  Company recorded bad debt expense totaling
approximately  $316,000 primarily related to the termination of one contract for
case  management  systems that was determined to be not technologically feasible
to  complete  in  a reasonable amount of time, and the project was discontinued.
The parties have agreed to return certain collateral that originally secured the
Company's  receivable  in  a  mutual  release  settlement.


2.  Going concern contingency.

As  more fully discussed in Item 2, Management's Discussion and Analysis or Plan
of  Operations,  management  estimates  that  without  additional financing, the
Company's  cash resources will likely be exhausted by June 2003.  This condition
indicates  that  the  Company  may  be  unable  to  continue as a going concern.
Management's  plans  in  this  regard  are also described in Item 2 herein.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.






                                       7

<PAGE>


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Current Plan of Operations

Historically,  as  part  of  the  Tele-Lawyer  operations,  we  have been in the
business  of  arranging  for  the  provision  of legal advice and information to
consumers  of  legal  services  through licensed attorneys.  We also produce and
sell  specialized  phone  conferencing  applications  to  professionals  and
associations.  The  specialized  phone conference applications are most often in
the  form of continuing education programs for attorneys called "Tele-Seminars".

Over the past few years, we changed our business focus by concentrating on sales
of  technology  and  services  to, and the development of strategic partnerships
with, various non-profit associations and government agencies in order to create
a  number  of  statewide  hubs  for  access to legal services.  This process has
involved  the  expansion  of  our  product and service offerings, as well as our
geographic  coverage.

Unfortunately,  our  plans  to  set  up  these  statewide hubs through strategic
partnerships  and  vendor  arrangements  with  existing  legal  aid  groups, bar
associations  and  state and federal courts ("Legal Service Organizations") have
taken longer than expected. Management attributes the delays to the difficulties
encountered in the development of the software, slow response by our clients and
insufficient  resources  necessary to support the development and hosting of our
products.  As  a  result  of  these  problems  and  the  delays, we have largely
exhausted  our  cash  reserved  and have been seeking additional funding. In our
efforts to conserve our cash resources, we have temporarily suspended efforts to
expand  our  client/affiliate  network of Legal Service Organizations nationwide
and  are  currently  evaluating our long-term strategy for this component of our
business.  We  currently  service  Legal  Service Organizations in Nevada, Ohio,
Illinois,  Pennsylvania, Tennessee, Kentucky, Florida and Maryland. We have also
cut  costs  and reduced our staff by 60%. However, without additional financing,
we estimate that our cash resources will likely be exhausted by June 2003. These
conditions  indicate  that  the  Company  may  be  unable to continue as a going
concern.

Management's  plans  to overcome these obstacles include continuing to follow up
on  our  existing  business  plan and seeking other business opportunities. As a
result,  over the reported quarter and throughout the fourth quarter, management
has  investigated,  and  expects  to  continue investigate and test, several new
business  opportunities  outside  of the legal services arena, including certain
expanded  uses  of  our  existing technology. The structure and the terms of any
such  financing  have  not  yet  been  determined.  If a financing is completed,
management believes, but there is no assurance, that we will be able to complete
the  development  of our products and services. Management does not believe that
we  will  have  profitable  operations or positive cash flow prior to our fiscal
year  end.


Technology Development

During  the most recent quarter, we have continued to be involved in testing and
stabilizing  our  products  and  services with clients.  This implementation and
testing  period  has  taken longer than we expected but is not yet complete with
regard  to  certain clients.  We expect this period to extend through the fourth
quarter.


                                       8

<PAGE>


Management continues to investigate, review and discuss opportunities to acquire
or partner in technology development and deployment that enhance the delivery of
legal  services  and  support  the  operation  of  Legal  Service Organizations.

Financial Position

The  decrease in cash since April 30, 2002 is due to the development of our case
management  system  and  problems  that  have  arisen during the development and
implementation  cycles of these systems.  We have experienced numerous delays in
the  launching of our case management system and generating revenue.  Management
believes  these  problems are being resolved and that upon implementation of the
systems  over  the  coming  months,  revenues  will  be  increased.


At  January  31,  2003,  trade  accounts receivable was $28,011 as compared with
$316,912  as  of  April  30,  2002.  The  decrease  reflects  our  write  off of
approximately  $316,000  of  accounts  receivable  due to the termination of one
contract  for  our  technology  because  management  determined  that  it  was
technologically  infeasible  to complete this contract in a reasonable amount of
time.  We  have  agreed  with  the other party to return certain collateral that
originally  secured  our  receivable  in  a  mutual  release  settlement.


Not  included in these accounts receivable are those of Perspectives, which  are
labeled  as  "Accounts  receivable,  discontinued  business  segment,  net  of
allowances".

Equipment  purchased  during  the  nine  months  ended  January 31, 2003 totaled
approximately  $84,  059.

The  increase  in  accounts  payable  since April 30, 2002 was attributable to a
contract  obligation  to  a  client.

Critical Accounting Policies

Revenue recognition.   Legal  support  services  revenue  is  recognized  as the
--------------------
services  are  provided.  Revenue  from service contracts is recognized over the
contract  term.  Revenue  from  contracts  to develop software modifications are
generally  recognized  when  the  services  are  completed.  Revenue  from  more
significant  or longer term arrangements to produce custom software applications
are  generally recognized using the percentage-of-completion method, except when
collectibility  is not reasonably assured in which case profit is realized using
the  installment  method.  The percentage of completion is determined based upon
labor  hours  expended compared to total expected development hours. Development
hours  associated  with  the  production of the core software is included in the
measurement  of  the  contract's  progress  toward completion as the software is
customized.  Hours  contemporaneously  expended  for routine enhancements of the
core  software,  however,  are  excluded  from  the  calculation.

Research and development costs.  Expenditures relating to the development of new
-------------------------------
products  and  processes,  including significant improvements and refinements to
existing  products,  are  expensed  as  incurred.


                                       9

<PAGE>


Results of Operations

Revenue  growth  has been slowed by the longer than expected time to develop and
implement  our  technology products and services.  In addition, we experienced a
significant  reduction  in  third  quarter  sales of our Tele-Seminars products.
Although  the  case management system has been completed, due to the longer than
expected  testing  and implementation periods and time required to stabilize the
product,  many  of  our  legal  service organization clients have not been fully
activated  and  some  have  cancelled  their  contracts  with  us.  General  and
Administrative  Expenses  were $501,943 and $1,122,267 during the three and nine
months  ended January 31, 2003 and $294,275 and $787,039 during the same periods
in  the  prior year.  The increase in these expenses for the comparative periods
reflects  the Company's write off of approximately $316,406 of bad debt expense.
We  incurred  $132,076  and  $579,266 in software research and development costs
during  the  three  and  nine  months  ended  January 31, 2003, and $319,502 and
$778,084  during  the  same periods in the prior year.  As a result, we showed a
net loss of $614,654 or $.10 per share in this quarter, as compared to a loss of
$492,029  or  $.08  per  share in the third quarter last year, and a net loss of
$1,674,388  or  $.28  per  share  for the nine months ended January 31, 2003 and
$1,366,832  or  $.23  per  share  for  the  nine  months ended January 31, 2002.

We  have  stopped  making  any  substantial investment in the development of our
software  products,  focusing on the implementation of the web-based systems for
Legal  Service  Organizations and new business opportunities.  During the fourth
quarter  of  the current fiscal year, we expect revenues to decline slightly due
to  our  re-evaluation  of  our  business  plan  and  refocus  on  new  business
opportunities.

Liquidity and Capital Resources

We  expect  our negative cash flows to decrease over the coming quarter due to a
number of cost cutting actions taken by our management, including a reduction in
personnel  and  the subleasing of a larger portion of our office space. However,
we also expect to continue negative cash flows from our operating activities and
expect  our  cash resources to be exhausted by June 2003 without additional debt
or  equity  financing. The cash requirements for any expansion in the short-term
will  need  to be obtained by outside financing. Management is currently working
to  raise  additional  capital  through the sale of our equity securities, while
continuing  cost  cutting  measures.

Forward Looking Statements

The  information  contained in this section and elsewhere may at times represent
management's  best  estimates  of  our  future  financial  and  technological
performance,  based upon assumptions believed to be reasonable. Management makes
no  representation  or  warranty, however, as to the accuracy or completeness of
any  of  these  assumptions,  and  nothing  contained in this document should be
relied  upon  as  a  promise  or  representation as to any future performance or
events.  Our  ability  to accomplish these objectives and whether or not it will
be  financially  successful  is  dependent  upon numerous factors, each of which
could have a material effect on the results obtained.  Some of these factors are
within  the  discretion  and  control  of  management  and  others  are  beyond
management's  control.  Management considers the assumptions and hypothesis used
in  preparing any forward looking assessments of profitability contained in this
document  to  be  reasonable;  however,  we  cannot  assure  investors  that any
projections  or  assessments  contained  in  this document, or otherwise made by
management,  will  be  realized  or  achieved  at  any  level.


                                       10

<PAGE>

ITEM 3.     CONTROLS AND PROCEDURES

As  required  by  Rule  13a-15  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and with the participation of our Chief Executive Officer and Chief
Financial  Officer.  Based upon that evaluation, our Chief Executive Officer and
Chief  Financial  Officer  concluded that our disclosure controls and procedures
are  adequate  in timely alerting management to material information relating to
us that is required to be included in our periodic SEC filings.  There have been
no  significant  changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure  that  information  required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.

                                       11
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

On  October 1, 2002, a suit was filed by an individual against us and two of our
officers  regarding  a  portion of a note converted to common stock prior to the
reverse  acquisition  in  June  of  2001.  On  November  25,  2002,  we  filed a
counterclaim  against  the individual based on an $18,500 debt that was assigned
to  us  by  the  beneficial holder of the note in question.  Management does not
believe  that  this  matter will have a material adverse effect on our financial
position,  results  of  operations  or  cash  flows.

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3.     DEFAULT UPON SENIOR SECURITIES

None

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.     OTHER INFORMATION

None

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

     (a)     Exhibits:

     99.1 Officers' Certification under Section 906 of the Sarbanes-Oxley Act of
     2002

     (b)     Reports on Form 8-K:  None



                                       12

<PAGE>

                                   SIGNATURES

Pursuant  to  the  requirements  of the Securities and Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


                                      LEGAL ACCESS TECHNOLOGIES, INC.


Date:  March 20, 2003

                                      /s/ MICHAEL A. CANE
                                      _______________________
                                      MICHAEL A. CANE
                                      Chief Executive Officer
                                      President, Secretary & Director,
                                      Principal Executive Officer



                                      /s/ STEVEN D. FELLOWS
                                      _______________________
                                      STEVEN D. FELLOWS
                                      Chief Financial Officer &
                                      Principal Accounting Officer,
                                      Principal Financial Officer





                                       13

<PAGE>

                                 CERTIFICATIONS

The undersigned, Michael Cane and Steven D. Fellows, Chief Executive Officer and
Chief  Financial  Officer of Legal Access Technologies, Inc. (the "Registrant"),
each  certify  that;

(1)  I  have  reviewed  this  quarterly  report  on  Form10-QSB  of Legal Access
     Technologies,  Inc.;

(2)  Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

(3)  Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  Registrant  as  of,  and for, the periods presented in this
     quarterly  report;

(4)  The  Registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the Registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  Registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the Registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

(5)  The  Registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the Registrant's auditors and the audit
     committee  of  Registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the Registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  Registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the Registrant's internal
          controls;  and

                                       14

<PAGE>

(6)  The  Registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  facts  that  could  significantly  affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:  March 20, 2003


                                  By:       /s/ Michael Cane
                                            -----------------------
                                  Name:     Michael Cane
                                  Title:    Chief Executive Officer


                                  By:       /s/ Steven D. Fellows
                                            -----------------------
                                  Name:     Steven D. Fellows
                                  Title:    Chief Financial Officer



                                       15