STATEMENT RE: COMPUTATION OF EARNINGS

The calculation of earnings per share is detailed in the table below:

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED        SIX MONTHS ENDED
                                                   DECEMBER 31,             DECEMBER 31,
                                            ---------------------------------------------------
                                                2000          1999          2000         1999
                                                ----          ----          ----         ----
<S>                                        <C>           <C>           <C>          <C>
EARNINGS
Net income (loss) (in thousands)              $(154)           $11        $(222)         $218
                                           ---------     ---------     ---------    ---------

WEIGHTED AVERAGE NUMBER OF SHARES
Outstanding common stock during            4,943,057     4,933,900     4,938,478    4,933,900
the period
Contingently issuable shares                      --       114,011            --       99,559
                                           ---------     ---------     ---------    ---------

BASIC WEIGHTED AVERAGE NUMBER OF SHARES    4,943,057     5,047,911     4,938,478    5,033,459
Effect of dilutive stock options and              --            --            --          497
other contingent shares
                                           ---------     ---------     ---------    ---------

DILUTED WEIGHTED AVERAGE NUMBER OF         4,943,057     5,047,911     4,938,478    5,033,956
SHARES
                                           =========     =========     =========    =========
Basic earnings per share                     $(0.03)         $0.00       $(0.04)        $0.04
                                           =========     =========     =========    =========

Diluted earning per share                    $(0.03)         $0.00       $(0.04)        $0.04
                                           =========     =========     =========    =========
</TABLE>

During the three-month period-ended December 31, 2000, the Company issued 62,774
shares of common stock,  which reflected 9,157 and 4,579 weighted average shares
for the three-month and six-month period ended December 31, 2000,  respectively.
During the  three-month  period-ended  December  31,  2000,  the Company  issued
warrants  and  options  to  purchase  50,000  shares of its  common  stock at an
exercise  price of $4.00.  The above  dilutive  earnings per share  calculations
exclude the effect of warrants and options to purchase  1,480,500  and 1,480,500
shares of common stock for the three-month and six-month  periods ended December
31,  2000  respectively,  at  exercise  prices  ranging  from  $4.00  to  $12.00
respectively,  because they were anti-dilutive.  The above dilutive earnings per
share  calculations  exclude  the effect of  warrants  and  options to  purchase
349,000 and 341,500  shares of common stock for the  three-month  and  six-month
periods ended December 31, 1999  respectively,  at exercise  prices ranging from
$7.50 to $12.00 respectively,  because they were anti-dilutive. Also, see Note 3
to the  Consolidated  Condensed  Financial  Statements  related to  contingently
issuable  shares  related to an  acquisition.  The effect of  contingent  shares
related to the first earn-out of American Micro is not included, as such payment
was paid in cash in March  2000.  The  effect of  contingent  shares  related to
second earn-out of American Micro is not included.