<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-QSB

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

        For  the  quarterly  period  ended  October  31,  2002

[ ]     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  October  31,  2002.

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


                                       1

<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 six months ended October 31, 2002 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 October 31, 2002 (unaudited) and April 30, 2002

     (B)  Statements  of  operations  for the three and six months ended October
          31,  2002  and  2001  (unaudited)

     (C)  Statements of cash flows for the six months ended October 31, 2002 and
          2001  (unaudited)


                                       2

<PAGE>

LEGAL ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
================================================================================


                                                  October 31,
                                                     2002
                                                  (Unaudited)    April 30, 2002
                                                  ------------   --------------
ASSETS

Current Assets
Cash and cash equivalents                         $   307,475     $ 1,145,512
Accounts receivable, trade                            340,552         316,912
Accounts receivable, discontinued business
 segment, net of allowances                         1,067,557       1,229,363
Prepaid expenses and other                              3,086          22,140
                                                  ------------    ------------

                                                    1,718,670       2,713,927

Property and equipment, net of accumulated
 depreciation of $116,472 and $112,702                200,288         160,031
Software License, net                                 192,730         213,147
                                                  ------------    ------------

                                                  $ 2,111,688     $ 3,087,105
                                                  ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
Accounts payable                                  $   133,550     $    79,735
Accrued expenses                                      158,513         155,686
                                                  ------------    ------------

                                                      292,063         235,421

Long-term liabilities
Convertible notes and accrued interest                259,463         249,288
                                                  ------------    ------------

                                                      551,526         484,709
                                                  ------------    ------------

Stockholders' equity (deficiency)
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                                            (4,495,023)     (3,435,289)
                                                  ------------    ------------

                                                    1,560,162       2,602,396
                                                  ------------    ------------

                                                  $ 2,111,688     $ 3,087,105
                                                  ============    ============


                                       3
<PAGE

<TABLE>
<CAPTION>

LEGAL ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
================================================================================


                                       Three Months ended October 31, Six Months ended October 31,
                                           2002            2001           2002           2001
                                       --------------  -------------  -------------  -------------
<S>                                    <C>             <C>            <C>            <C>

Revenues                               $     226,189   $     49,056   $    336,324   $    104,663
                                       --------------  -------------  -------------  -------------

Operating costs and expenses
Legal support services                       214,491         27,182        324,073         54,110
Software research and development            228,650        235,086        447,190        458,582
Selling, general, and administrative         229,857        277,589        620,324        492,764
                                       --------------  -------------  -------------  -------------
                                             672,998        539,857      1,391,587      1,005,456
                                       --------------  -------------  -------------  -------------

Loss from operations                        (446,809)      (490,801)    (1,055,263)      (900,793)

Other income (expense)
Interest                                      (3,725)        33,230         (5,671)        27,781
Rentals                                          600            600          1,200          1,201
                                       --------------  -------------  -------------  -------------
Loss from continuing operations             (449,934)      (456,971)    (1,059,734)      (871,811)

Income From Operations of
Discontinued Business Segment                                                              46,308
                                       --------------  -------------  -------------  -------------
Net loss                               $    (449,934)  $   (456,971)  $ (1,059,734)  $   (825,503)
                                       ==============  =============  =============  =============

Basic and diluted income (loss)
per common share:

Continuing operations                  $       (0.07)  $      (0.08)  $      (0.17)  $      (0.15)
                                       --------------  -------------  -------------
Discontinued Operations                                                              $       0.01
                                                                                     -------------
Net                                    $       (0.07)  $      (0.08)  $      (0.17)  $      (0.14)
                                       ==============  =============  =============  =============

Weighted average common
 shares outstanding                        6,075,607      6,071,232      6,071,232      5,852,308
                                       ==============  =============  =============  =============
</TABLE>


                                       4

<PAGE>

LEGAL ACCESS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
================================================================================


                                             Six Months     Six Months
                                             October 31,    October 31,
                                                2002            2001
                                            -------------  ------------
Operating activities
Net cash used in operating activities       $   (915,863)  $  (553,235)
                                            -------------  ------------

Investing activities
Purchase of software license                      (1,250)
Purchase of property and equipment               (82,730)      (11,715)
                                            -------------  ------------
Net cash used in investing activities            (83,980)      (11,715)
                                            -------------  ------------

Financing activities
Loans extended, related parties                                407,000
Repayment of loans, related parties                           (462,000)
Net cash received from sale of assets
 of discontinued business segment                            3,001,119
Collection of accounts receivable of
 a discontinued business segment                 161,806        19,500
                                            -------------  ------------
Net cash provided by financing activities        161,806     2,965,619
                                            -------------  ------------

Net increase (decrease) in cash and
 cash equivalents                               (838,037)    2,400,669
Cash and cash equivalents, beginning
 of period                                     1,145,512         1,302
                                            -------------  ------------
Cash and cash equivalents, end of period    $    307,475   $ 2,401,971
                                            =============  ============

Reconciliation of net loss to net cash
 used in operating activities
Net loss                                      (1,059,734)     (825,503)
Non-cash items:
  Depreciation and amortization                   64,140        23,110
  Common stock issued for services                17,500       100,000
Increase in operating (assets) liabilities
  Accounts receivable                            (23,640)      (30,130)
  Prepaid expenses and other                      19,054
  Accounts payable                                53,815        (2,596)
  Accrued expenses                                 2,827       181,884
  Accrued interest                                10,175
                                            -------------  ------------
Net cash used in operating activities       $   (915,863)  $  (553,235)
                                            =============  ============


                                       5

<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".

More  recently,  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.

During  this  and  our  next fiscal year, we plan 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").  These  legal  service  hubs  will  feature  dual phone and web
access  as  well  as  several  choices of price, service and type of product for
consumers  of legal services. The vendor and partnership arrangements with Legal
Service  Organizations will not only provide us with direct income from the sale
of  our  technology  and services, these arrangements will provide a network for
the marketing and sale to consumers of our unbundled legal products and services
within  each  state.

In addition, we plan to expand the sale of these unbundled products and services
through "sweeper team" activities directed at other referral sources within each
state  (such  as  libraries, prosecutors, public defenders, affinity groups, law
schools,  government  agencies and law firms), and then once we have established
hubs in at least 50% of the states, we will advance to national arrangements for
marketing  the  unbundled  legal  services  and  hubs.

We  are  striving  to  become  profitable  through  the  expansion  of  our
client/affiliate network of Legal Service Organizations nationwide.  We generate
revenues  through a Legal Service Organization by providing them with technology
solutions  as  well  as  by providing unbundled products and services to persons
they  refer to our consumer website and phone lines.  We currently service Legal
Service  Organizations  in  Nevada,  Ohio,  Illinois,  Pennsylvania,  Tennessee,
Kentucky,  Florida  and  Maryland.

Legal  service  organizations  in  these states are slowly going "live" with our
products  and services resulting in an increase in revenues.  Some delays in the
implementation  of these agreements have been caused by delays in the completion
and  stabilization  of  our technology products.  These delays are the result of
difficulties  encountered  in  the development of the software, slow response by
the  clients and insufficient resources necessary to support the development and
hosting  of  these products.  When the legal service organizations in the states
listed  above become fully integrated onto our systems, we expect an accelerated
increase  in  the  growth  of  our  income.

In  order to accelerate the development of our systems to meet the market demand
for  our products and services, we are in the process of seeking financing.  The
structure  and the terms of this financing have not yet been determined.  If the
financing  is  completed  as  expected,  management  believes,  but  there is no
assurance,  that we will be able to complete the development of our products


                                       6

<PAGE>

and  services  and  that  an expansion of the affiliate network of Legal Service
Organizations will result in profitable operations and positive cash flows prior
to  the  end  of  our  fiscal  year.

In  general, the development and implementation period of for our web based case
management  and  phone  products  and  services  (see  Section  on  Technology
Development  below)  has taken longer than we had expected.  However, management
expects  that  this time period will shorten with regard to any future launch as
our  products  become  more  standardized  and  stable.

Technology Development

During the most recent quarter, we have been involved in testing and stabilizing
our  products and services with clients.  This implementation and testing period
has  taken  longer  than  we  expected  and is nearing completion but is not yet
complete.  We  expect  this  period  to extend through the third quarter and our
legal  service  organization clients to go live with our products in January and
February  of  2003.

Our  case  management system now contains all of the advanced administrative and
reporting  features required by the funding sources of these organizations.  The
product  is  differentiated  from  other  case  management systems in the market
because  it  is web-based and integrates with our phone system.  The integration
of  this  web-based  case  management  system with our computer telephony allows
legal  aid  organizations to function as virtual, wide-area-network call centers
greatly  increasing  their  effectiveness  and  efficiency.

We  have also completed development of technology that enables law firms to file
documents  directly  to  an  administrative  agency or a court via the Internet.
This  technology  has been successfully installed and is operating at the Nevada
Department  of  Hearings  and  Appeals.  We  believe  that  this technology will
enhance  our position as a leading provider of electronic solutions to the legal
profession.  Prior negotiations with two other providers of such technology have
stalled for the time being and no plans are in place at this time with regard to
any  acquisition  of  those systems.  Any acquisition of this type of technology
will  be  dependent  on  the  timing  of  our  implementation  of current client
contracts,  as  well  as  the receipt of the contemplated financing necessary to
enter  into  this  additional  business  opportunity.

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 largely due to the development of
our  case management system and problems that have arisen during the development
and implementation cycle of this system.  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  increase  significantly.

At  October  31,  2002,  trade accounts receivable was $340,552 as compared with
$316,912  as  of  April 30, 2002.  The increase reflects our new agreements with
Legal  Service  Organizations  and  other  product sales.  Not included in these
accounts  receivable  are  those of Perspectives, which are labeled as "Accounts
receivable,  discontinued  business  segment,  net  of  allowances".


                                       7

<PAGE>

Equipment  purchased  during  the  six  months  ended  October  31, 2002 totaled
approximately  $82,730.

The  increase  in  accounts  payable since April 30, 2002 was attributable to an
increase  in  our  operating  costs  and  expenses.

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.

Results of Operations

Although  sales  have  continued  to  increase  from quarter to quarter, revenue
growth has been slowed by the longer than expected time to develop and implement
our  technology  products and services.  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, most of our legal service
organization  clients  have not been fully activated thus delaying the growth of
our  revenues.  General  and  Administrative Expenses were $229,840 and $620,324
during the three and six months ended October 31, 2002 and $277,589 and $492,764
during  the  same periods in the prior year.  The increase in these expenses for
the  comparative  six  month  period  reflects  the  Company's  increased public
relations  efforts, as well as its efforts to secure financing.  The decrease in
the  comparative  three  month periods reflects management's attempt to minimize
overhead  costs in order to focus limited resources on the implementation of our
technology products and services.  We incurred $228,650 and $447,190 in software
research and development costs during the three and six months ended October 31,
2002,  and $235,086 and 458,582 during the same periods in the prior year.  As a
result,  we  showed a net loss of $449,934 or $.07 per share in this quarter, as
compared  to  a  loss  of  $456,971 or $.08 per share in the second quarter last
year,  and  a  net loss of $1,059,734 or $.17 per share for the six months ended
October 31, 2002 and $825,503 or $.14 per share for the six months ended October
31,  2001.

We  continue  to  make  relatively  large  investments in the development of our
software products, focusing on the completion of the web-based systems for Legal
Service  Organizations.  In  the  most  recent quarter, we report an increase in
revenues that reflects the partial success of our efforts.  During the third and
fourth  quarters  of  the current fiscal year, we expect revenues to continue to
increase  as  the  systems  are  implemented  at the legal service organizations
currently  under  contract.


                                       8

<PAGE>

Liquidity and Capital Resources

We expect cash flows from operations to increase upon the full deployment of our
technology with our current clients.  However, we also expect continued negative
cash  flows  from  our  operating  activities  and  to  make  additional capital
expenditures  in  order  to  expand  our  affiliate  network  of  Legal Services
Organizations.  The  cash  requirements for any expansion in the short-term will
need  to be obtained by outside financing.  Management is currently working with
several  consultants  to raise additional capital through the sale of our equity
and  debt  securities.  As an alternative and in conjunction with such financing
activities, management has taken steps recently to cut operating and development
costs  in  order to minimize any liquidity problems.  Subsequent to the reported
quarter,  management  began  limited  cost  cutting  measures that it expects to
continue  through  the  end  of  the  year  if  no  financing  is  obtained.

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.

ITEM 3.     CONTROLS AND PROCEDURES

As  required  by  Rule  13a-14  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.


                                       9

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS


We  recently  brought  suit  against  our  one  remaining  note  holder  for  a
determination  of  our obligations under its notes and for the enforcement of an
agreement  we  believe  was reached with that note holder.  The note holder then
filed  a  counterclaim  against  us asking for full payment of all principal and
interest (due in 2006), and alleging a default under the notes.  Management does
not  believe  that  this  matter  will  have  a  material  adverse effect on our
financial  position,  results  of  operations  or  cash  flows.

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

In  October  2002,  17,500  shares  of  common stock valued at $1 per share were
issued  to  employees for services related to software research and development.

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



                                       10

<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.


                                      /s/ Michael A. Cane
Date:  December 13, 2002              ____________________________________
                                      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



                                       11

<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

(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,


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<PAGE>

     including  any  corrective  actions with regard to significant deficiencies
     and  material  weaknesses.


Date:  December 13, 2002


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



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



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