| **SECURITIES AND EXCHANGE  COMMISSION**

**Washington,  D.C. 20549**

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**FORM 10-K/A NO. 1**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **(Mark One)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **o**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | **For the fiscal year ended ______________________________.** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | **Or** |
| **ý**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | **TRANSITION REPORT PURSUANT  TO SECTION 13 Or 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | **For the transition period from April 1, 2001 to December 31,  2001.** |
| **Commission  file number: 0-24294**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **MEDIA ARTS GROUP, INC.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **(Exact name of registrant as specified in its  charter)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Delaware**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | **77-0354419** |
| **(State or other jurisdiction of  incorporation or organization)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **(I.R.S. Employer  Identification Number)** |
| **900  Lightpost Way**

**Morgan Hill, California**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **95037** |
| **(Address of principal executive offices)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | **(Zip Code))** |
| **Registrant’s telephone number,  including area code:** (408) 201-5000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **Securities  registered pursuant to Section 12(b) of the Act:**

**Common  Stock, $0.01 Par Value**

**Securities  registered pursuant to Section 12(g) of the Act:  None**                                                                                                                                                                                                                                                                                                                                                                                                    |
| Indicate by check mark  whether the registrant (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 registrant was  required to file such reports), and (2) has been subject to such filing  requirements for the past 90 days.   Yes ý    No o                                                                                                                                                                                              |
| Indicate by check mark  if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§  229.405 of this chapter) is not contained herein, and will not be contained,  to the best of registrant’s knowledge, in definitive proxy or information  statement incorporated by reference in Part III of this Form 10-K or any  amendment to this Form 10-K.  ý                                                                                                                                                                                                   |
| The aggregate market  value of the voting stock held by non-affiliates of the registrant, based  upon the closing price of the Common Stock on April 25, 2002 of $3.06, as  reported on the New York Stock Exchange was approximately $19,086,315.  Shares of Common Stock held by each  executive officer and director and by each person who owns 5% or more of the  outstanding Common Stock have been excluded in that such persons may be  deemed to be affiliates.  This  determination of affiliate status is not necessarily a conclusive  determination for other purposes. |
| The number of shares of  the registrant’s $0.01 par value Common Stock outstanding on April 25, 2002,  was 13,305,075.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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**EXPLANATORY NOTE**

Media Arts Group, Inc.(the “**Company**”)amends its Annual Report on Form 10-K for the transition period fromApril 1, 2001 to December 31, 2001, filed with the Securities andExchange Commission (“**SEC**”) on April 24, 2002, by adding thefollowing Items: (1) Part III, Item 10, Directors and Executive Officers of theRegistrant, (2) Part III, Item 11, Executive Compensation, (3) Part III, Item12, Security Ownership of Certain Beneficial Owners and Management and (4) PartIII, Item 13, Certain Relationships and Related Transactions.  No other changes were made.

 

 

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**PARTIII**

**Item 10.**                            Directors and Executive Officers of the Registrant

Set forth below iscertain information relating to the Company’s directors and executive officersas of April 26, 2002.
| **Name**                |   | **Age** |   | **Position**                                                               |   |
|-------------------------|--------|---------|--------|----------------------------------------------------------------------------|--------|
| Anthony D.  Thomopoulos |   | 64      |   | Chairman of the Board                                                      |   |
| Thomas Kinkade          |   | 44      |   | Director                                                                   |   |
| Ron D. Ford             |   | 40      |   | Director and Chief Executive Officer                                       |   |
| Moe Grzelakowski        |   | 47      |   | Director                                                                   |   |
| Eric Halvorson          |   | 53      |   | Director                                                                   |   |
| C. Joseph  LaBonte      |   | 62      |   | Director                                                                   |   |
| Herbert D.  Montgomery  |   | 59      |   | Director and Senior Vice President, Chief Financial  Officer and Treasurer |   |
| Donald Potter           |   | 56      |   | Director                                                                   |   |
| Richard E.  Stearns     |   | 51      |   | Director                                                                   |   |
| Rose Capistran          |   | 42      |   | Vice President — Human Resources                                      |   |
| Steve Giordano          |   | 45      |   | Vice President — Sales                                                |   |
| Robert Martin           |   | 43      |   | Vice President — Marketing and Product Development                    |   |
| Robert Murray           |   | 42      |   | Vice President, General Counsel and Secretary                              |   |
| Steve  Paszkiewicz      |   | 46      |   | Vice President — Operations                                           |   |

Mr. Anthony D.Thomopoulos has been a member of the Board of Directors of the Company sinceJuly 2000 and the Chairman of the Board of Directors since June 2001. Mr.Thomopoulos served as the Company’s interim Chief Executive Officer from June2001 to January 2002.  From July 1999 toApril 2001, Mr. Thomopoulos was the Vice Chairman of the Board ofOnVANTAGE, Inc., formerly Familyroom.com. From March 1995 to December 1997, Mr. Thomopoulos was the ChiefExecutive Officer of MTM Entertainment and President of The Family Channel,both subsidiaries of International Family Entertainment, Inc.  From April 1991 to February 1995 he wasPresident of Amblin Television, a division of Amblin Entertainment.  In 1989 he founded Thomopoulos Productions,an independent motion picture and television production company.  In 1986 he was named Chairman of the Boardof Directors of United Artist Pictures. Prior thereto, he spent 12 years at ABC in positions including VicePresident of Prime Time Programs and President of ABC Broadcast Group. 

Mr. Thomas Kinkadeco-founded the Company through a preceding company in 1990 and has been the ArtDirector and a member of the Board of Directors since its inception.  Mr. Kinkade has provided artwork to theCompany for its productions since its inception.  In addition, Mr. Kinkade provides strategic vision for theThomas Kinkade brand, assisting in product development and communicating theCompany’s brand message through public appearances and books.  Prior to March 1990, Mr. Kinkade was aself-employed artist.

Dr. Ron D. Ford hasserved as the Company’s Chief Executive Officer and a member of the Board ofDirectors since January 2002.  Dr. Fordserved as President of Onecoast Network, Inc. from 1999 to 2001****andserved as Chief Financial Officer of Onecoast Network, Inc. from 1998 to 1999.  From 1995to 1998, Dr. Ford was Chief Financial Officer and Chief InformationOfficer for 

 

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Curtis 1000, Inc.,a subsidiary of American Business Products. From 1992 to 1995, Dr.Ford served as Executive Vice President and Chief Operating Officer ofMilestone Capital.  Dr. Ford received aBachelor of Science degree in Business Administration from the University ofTennessee, a Masters in Business Administration degree from VanderbiltUniversity, and a Doctorate of Executive Management at the Weatherhead Schoolof Management, Case Western Reserve University.

Ms. Moe Grzelakowskihas been a member of the Company’s Board of Directors since November 2001.  From July 2000 to January 2001, Ms.Grzelakowski was Senior Vice President of Dell Computer.  From January 1996 to July 2000,Ms. Grzelakowski was the Senior Vice President and General Manager of strategicmarketing for Motorola’s Network Solutions. Ms. Grzelakowski’s earlier positions at Motorola included VicePresident and General Manager of the International Cellular InfrastructureDivision, and corporate Vice President and General Manager of Cellular SystemsGroup.  Ms. Grzelakowski also heldvarious managerial and technical positions at AT&T and Bell Laboratoriesfrom July 1977 to January 1996. Ms. Grzelakowski holds a bachelors degree in electrical engineeringand masters degrees in computer science and management from NorthwesternUniversity.

Mr. Eric Halvorsonhas been a member of the Company’s Board of Directors since November 2001.  From August 2000 to present,Mr. Halvorson has been a Visiting Professor of Business Law and Accountingat Pepperdine University, Malibu, California, where he instructs classes inLegal and Regulatory Environment of Business, Financial Accounting andCorporate Finance.  From January 1995 toAugust 2000, Mr. Halvorson was Executive Vice President and Chief OperatingOfficer of Salem Communications Corporation, the largest U.S. radiobroadcasting company that targets audiences interested in religious and familyissues.  From 1983 to January 1995, Mr. Halvorson, a member of the Wisconsin andCalifornia State Bar Associations, practiced law with the law firm ofGodfrey and Kahn, a Milwaukee, Wisconsin based law firm, where he specializedin corporate, banking and securities law with a particular emphasis in mergersand acquisitions.  Prior to practicinglaw, Mr. Halvorson was a Certified Public Accountant with Arthur Andersen& Company in Atlanta. Mr. Halvorson holds a Bachelor of Science degree in accounting fromBob Jones University and a Juris Doctor degree from Duke University School ofLaw.  Mr. Halvorson is currently adirector of Salem Communications Corporation and of several privately ownedcompanies.

Mr. C. JosephLaBonte has been a member of the Company’s Board of Directors since November2001.  Mr. LaBonte was thePresident and Chief Executive Officer of Jenny Craig, Inc. from April 1994 to December 1997 and was adirector of Jenny Craig, Inc. from August 1992 to January 1998.  From May 1987 to January 1990,Mr. LaBonte was President, Chief Operating Officer and a director ofReebok International Ltd.  From 1979through 1983, Mr. LaBonte was President, Chief Operating Officer and adirector of 20th Century Fox Film Corporation. Mr. LaBonte holds a Master of Business Administration degree fromHarvard Business School, where he graduated as a Baker Scholar, a Bachelor ofScience degree in Industrial Technology and an Associate of MechanicalEngineering degree from Northeastern University.  Mr. LaBonte is the Chairman of The Vantage Group, aninvestment and financial advisory firm, which he founded in 1983.  Mr. LaBonte also serves as a directorof various privately owned companies.

Mr. Herbert D.Montgomery has, been a member of the Company’s Board of Directors since July2000 and has served as the Company’s Executive Vice President and ChiefFinancial Officer since May 2001.  FromNovember 1999 to May 2001, Mr. Montgomery was Executive Vice President, ChiefFinancial Officer and Treasurer of Standard Media International.  From January 1998 to November 1999, Mr.Montgomery was the Senior Vice President, Chief Financial Officer and Treasurerof Cotelligent, Inc.  From June 1994 toJanuary 1998, Mr. Montgomery was Senior Vice President, Chief FinancialOfficer and Treasurer of Guy F. Atkinson. Mr.

 

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Montgomery has specializedin high growth, high technology and turn-around environments.  He has taken three companies public and hasserved as Chief Financial Officer of technology, product and services companiesover the last 20 years.  Standard MediaInternational filed for bankruptcy in 2001 and Guy F. Atkinson filed forbankruptcy in August 1997. Mr. Montgomery holds a Master of Science degree in Management and aBachelor of Science degree in Finance from California State University,Northridge.

Mr. Donald Potter hasbeen a member of the Company’s Board of Directors since November 2001.  Mr. Potter has served as a consultantto senior management of substantial companies since 1973.  From 1984 to present, Mr. Potter hasserved senior management of various domestic and foreign companies whileheading Windermere Associates, Inc. From 1973 to 1984, Mr. Potter was with the international consultingfirm of McKinsey & Company, where he served as a partner from July1979 to March 1984.  Mr. Potterholds a Master of Business Administration degree from Harvard Business School,where he graduated as a Baker Scholar, an award granted to five percent of thegraduating class.  Mr. Potter isalso a magna cum laude graduate in Arts and Letters from the University ofNotre Dame.

Mr. Richard Stearnshas been a member of the Company’s Board of Directors since January 2002.  Mr. Stearns is currently President of WorldVision U.S., a position he assumed in June 1998. Prior to that, Mr. Stearnsheld positions with Lenox Inc. from June 1987 to June 1998. He served asPresident and Chief Executive Officer of Lenox Inc. from 1995 to 1998.  From 1977 to 1985 Mr. Stearns heldvarious executive and management positions with Gillette, Parker Brother Gamesand the Franklin Mint.  Mr. Steamsreceived a Bachelor’s Degree from Cornell University in Neurobiology and aMaster’s Degree in Business Administration from the Wharton School at theUniversity of Pennsylvania.

Ms. Rose Capistran joinedthe Company as Vice President of Human Resources in August 2000.  She was a consultant with EmployeeServices.com in SanFrancisco, CA from 1999 to August 2000 and with Allen Latham LLP., London,England from 1997 to 1999.  From 1986 to1996 she was Director, Assistant Vice President and Vice President of HumanResources for Transamerica Information Systems in Atlanta, GA, TransamericaInsurance Group in Woodland Hills, CA and Transamerica Real Estate Tax, in SanFrancisco, CA.  Prior to that she wasManager of Industrial Relations for Custom Plastics/Suncast Inc. in Chicago, ILfrom 1983 to 1986.  Ms. Capistran’sHuman Resources experience includes private and public companies,manufacturing, service, retail and financial services.  Ms. Capistran is a director of the MorganHills California Chamber of Commerce, an active member in both the National andNorthern California Society for Human Resources Management and the NationalAssociation of Female Executives.  Shehas been an instructor for Change Management courses for both the AMA, AmericaManagement Association in Chicago, IL and IPHR, The International  Professional Human Resources Association inLondon, England.

Mr. Stephen A. Giordano, Jr. has been Vice Presidentof Sales of the Company since November 2001. Prior to joining the Company, Mr. Giordano was Vice President Sales atApplause/Dakin, Inc. from 1998 to November 2001.  Mr. Giordano was Sales Manager National Accounts at Kwikset Corp.(Division of Black & Decker Corp.) from 1997 to 1998.  Mr. Giordano was General Manager at CustomCraft Company (Division of NIEN Made Enterprises) from 1995 to 1997.  From 1990 to 1995 Mr. Giordano was the VicePresident Sales at Levolor Home Fashions/Del Mar Window Coverings.  Mr. Giordano holds a bachelor of sciencedegree in marketing and management from the University of Maine.

Mr. Robert W. Martin has been Vice President ofMarketing of the Company since November 2000. Prior to joining the Company, Mr. Martin was Vice President, Marketing -Hummel Brands at Goebel of North America from November 1998 to November2000.  From September 1989 to November1998, Mr. Martin was with Gartlan USA, Inc., serving as Vice President, Sales& Marketing there from November 1998 to November 2000.  Mr. Martin held the position of MarketingDirector at The Score Board, Inc. from October 1993 to January 1996.  Mr. Martin served in the United States Navyfrom October 1976 to October 1980.  Heholds a bachelor degree in journalism from the University of Missouri, Columbia.

Mr. Robert C. Murray has been the Company’s VicePresident, General Counsel and Secretary since January 2002.   Prior to joining the Company, Mr. Murraywas Vice President, General Counsel and Secretary of Affinity Internet, Inc.from February 2000 to December 2001. From October 1997 to February 2000 he was Vice President, GeneralCounsel and Secretary of NewStar Media, Inc. and Dove Entertainment.  Prior to that time, Mr. Murray practicedwith the law firm of O’Melveny & Myers LLP in Los Angeles.  He holds a bachelor degree in PoliticalScience from the University of Washington, a doctorate in chemistry from theMassachusetts Institute of Technology and a law degree from StanfordUniversity.

Mr.Steve Paszkiewicz has been with the Company since November 2001 as VicePresident of Information Systems, and is currently Vice President ofOperations.  Prior to joining theCompany, Mr. Paszkiewicz was Vice President and Chief Operating Officer atSaama Technologies, Inc. during 2000.  From 1997 to 2000 Mr. Paszkiewicz was Vice President and ChiefInformation Officer at Sanmina Corporation. From 1996 to 1997 Mr. Paszkiewicz was Director, Global InformationSystems, Silicon Graphics, Inc.  From1989 to 1996 Mr. Paszkiewicz was at Sun Microsystems and held the followingpositions: Director, Global Operations (1996 to 1997);  Director, Global IT Production Data CenterServices (1994 to 1995);  Director, U.S.Systems Administration Services (1993 to 1994);  Director European Field Operations (1992 to 1993);  Manager, U.S. Field Operations (1989 to1992).  Mr. Paszkiewicz was in theUnited States Marine Corps from 1974 to 1976. He holds a bachelor of science in business administration from RiverCollege in New Hampshire.

There are no familyrelationships between any of the directors and officers of the Company.

**Section 16(a) Beneficial Ownership ReportingCompliance**

The Company’s directorsand executive officers file reports with the SEC indicating (i) the numberof shares of any class of equity securities they owned when they became adirector or executive officer and (ii) any changes in their ownership ofthe Company’s equity securities.  Thesereports are required by Section 16(a) of the Securities Exchange Act of 1934,as amended.  Based on the Company’sreview of these reports, it believes that during the transition period fromApril 1, 2001 to December 31, 2001, all of the directors and executive officersof the Company complied with requirements for reporting ownership and changesin ownership of the Company’s Common Stock under Section 16(a) of theSecurities Act of 1934, as amended.

 

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**Item 11.**                            Executive Compensation

**Executive Compensation Summary**

The table below shows,for (i) the transition period from April 1, 2001 to December 31, 2001, (ii) thefiscal year ended March 31, 2001, (iii) the fiscal year ended March 31, 2000and (iv) the fiscal year ended March 31, 1999, compensation information for theCompany’s Chief Executive Officer, the next four most highly compensatedexecutive officers and individuals for whom disclosure would have been requiredbut for the fact that they were not executive officers at the end of thetransition period from April 1, 2001 to December 31, 2001.  All of these individuals are referred toherein as the “**Named Executive Officers.**”

On June 18, 2001, Craig A.Fleming resigned as President and Chief Executive Officer of the Company andAnthony D. Thomopoulos was appointed as Interim President and Chief ExecutiveOfficer of the Company.

J. Edward Hollender’semployment with the Company terminated on August 3, 2001.  Timothy S. Guster’s employment with theCompany terminated on November 1, 2001.

 

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**SUMMARY COMPENSATIONTABLE**
|                                                                                                   |   |                                  |   | **Annual Compensation**                    |   | **Long-Term  Compensation Awards**         |               |                                  |     |
|--------------------------------------------------------------------------------------------------------|--------|---------------------------------------|--------|--------------------------------------------|--------|--------------------------------------------|--------------------|---------------------------------------|----------|
| **Name and  Principal Position**                                                                       |   | **Fiscal Year/  Transition Period**   |   | **Salary ($)**                             |   | **Bonus ($)(1)**                           |               | **Other Annual  Compensation ($)(2)** |     | **Securities Underlying Options (#)** |   | **All Other  Compensation ($)(3)** |   |
| Anthony D. Thomopoulos  Interim Chief Executive Officer                                                |   | 04/01/01-  12/31/01  2001  2000  1999 |   | 268,750

—  —  —            |   | 100,000

—  —  —            |               | —

—  —  —        |     | —  5,000  —  — |   | 2,000

40,000  —  — |   |
|                                                                                                   |   |                                  |   |                                       |   |                                       |               |                                  |     |   |   |   |   |
| Craig A. Fleming   Former President and Chief Executive Officer                                        |   | 04/01/01-  12/31/01  2001  2000  1999 |   | 132,390

392,000  275,000  259,000         |   | 117,600

245,016  183,619  326,436         |               | 18,396

22,312  24,158  21,429        | (5)  (5) | —

—  275,000  55,000 |   | 802,550

2,278  2,039  146 |   |
|                                                                                                   |   |                                  |   |                                       |   |                                       |               |                                  |     |   |   |   |   |
| Richard F. Barnett  Senior Vice President, Retail Development                                          |   | 04/01/01  12/31/01  2001  2000  1999  |   | 99,000  132,000  147,625  207,000          |   | 1,010,844  2,419,022  2,101,323  1,921,422 | (4)  (4)  (4)  (4) | 5,861  9,244  10,529  11,533          |     | —  —  —  — |   | 2,620  988  883  501 |   |
|                                                                                                   |   |                                  |   |                                       |   |                                       |               |                                  |     |   |   |   |   |
| Herbert D. Montgomery  Executive Vice President and Chief Financial Officer                            |   | 04/01/01-  12/31/01  2001  2000  1999 |   | 193,091

—  —  —            |   | 55,000

—  —  —             |               | 4,500

—  —  —         |     | 130,000

5,000  —  — |   | 7,000

83,000  —  — |   |
|                                                                                                   |   |                                  |   |                                       |   |                                       |               |                                  |     |   |   |   |   |
| James Lambert  Senior Vice President, New Business Development, Sales and Marketing                    |   | 04/01/01-  12/31/01  2001  2000  1999 |   | 146,250

197,639  175,939  131,708         |   | 83,250

83,250  93,517  60,236             |               | 6,364

7,613  7,767  4,018            |     | —  40,000  10,000 |   | 1,354

1,875  14,689  4,208 |   |
|                                                                                                   |   |                                  |   |                                       |   |                                       |               |                                  |     |   |   |   |   |
| Michael J. Catelani Vice President, Finance                                                            |   | 04/01/01-  12/31/01  2001  2000  1999 |   | 123,750

 

199,929  165,000  108,750 |   | 74,250

74,250  121,011  61,639            |               | 5,910 

6,410  8,927  2,611           |     | ——  50,000  4,500 |   | 427

165,427  28,756  — |   |
|                                                                                                   |   |                                  |   |                                       |   |                                       |               |                                  |     |   |   |   |   |
| Timothy S. Guster  Senior Vice President, General Counsel, Chief Administrative Officer and  Secretary |   | 04/01/01-  12/31/01  2001  2000  1999 |   | 153,749

212,499  76,875  —           |   | 101,250

124,087  45,000  —           |               | 6,783

29,605  —  —         | (6)      | —

30,000  50,000  — |   | 452,845

2,373  —  — |   |
|                                                                                                   |   |                                  |   |                                       |   |                                       |               |                                  |     |   |   |   |   |
| J. Edward Hollender  Executive Vice President and Chief Operating Officer                              |   | 04/01/01-  12/31/01  2001  2000  1999 |   | 98,717

215,000  71,282  —            |   | 72,000

127,207  35,000

—            |               | 4,864

37,458  —  —         | (6)      | —

50,000  50,000  — |   | 480,000

—  —  — |   |

                                                

(1)   Includes deferred income for Mr. Fleming inthe amount of $155,646, $66,000, $106,000 and $34,000 for the nine-monthtransition period and the fiscal years ended March 31, 2001, 2000 and 1999,respectively.  Includes deferred incomefor Mr. Barnett in the amount of $1,575,992 and $518,206 for the fiscal yearsended March 31, 2000 and 1999, respectively.

(2)   Includes the following Profit Sharing Planpayments: (i) for the nine-month transition period: $3,396, $1,361, $1,864,$1,410, $1,783 and $1,864 for Messrs. Fleming, Barnett, Lambert, Catelani,Guster and Hollender, respectively, (ii) for fiscal year ended March 31, 2001:$8,332, $3,244, $4,266, $1,864 and $1,410 for Messrs. Fleming, Barnett, Guster,Lambert and Catelani, respectively, (iii) for fiscal year ended March 31, 2000:$11,070, $5,779, $7,769 and $5,677 for Messrs. Fleming, Barnett, Lambert andCatelani and (iv) for fiscal year ended March 31, 1999: $10,578, $7,033,$4,018.53 and $2,611.28 for Messrs. Fleming, Barnett, Lambert and Catelani.

(3)   Includes the Company’s matching contributionsto the 401(k) Plan and severance payments to Messrs. Fleming, Guster andHollender in the amounts of $784,000, $450,000 and $480,000, respectively.  Includes fees for service on the Board ofDirectors and Committees of $2,000 and $7,000 for Messrs. Thomopoulos andMontgomery, respectively, in the nine-month period ended December 31, 2001 and$40,000 and $83,000 for Messrs. Thomopoulos and Montgomery, respectively, forthe fiscal year ended March 31, 2001.

(4)   In the transition period and in 2001, 2000and 1999, Mr. Barnett received commissions in the amounts of $1,010,844,$2,419,022, $2,101,323 and $1,921,422, respectively (based upon Company salesto Thomas Kinkade Signature GalleriesTM) under his employment agreement.

(5)   Includes automobile allowance of $15,000 inthe nine-month transition period and $12,000 in the fiscal year ended March 31,2000.

(6)   Includes housing and relocation allowancesfor Messrs. Hollender and Guster in the amounts of $25,950 and $20,890,respectively.

 

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**Option Grants to NamedExecutive Officers during the transition period from April 1, 2001 toDecember 1, 2001**

The table below showsstock option grants to the Named Executive Officers during the transitionperiod from April 1, 2001 to December 31, 2001:
| **Name**               |   | **Number of Securities Underlying  Options Granted(#)(1)** |   | **% of Total Options Granted to  Employees in Transition Period(2)** |   | **Exercise Price ($/SH)(3)** |   | **Expiration Date** |   | **Potential Realizable Value at  Assumed Annual Rates of Stock Price Appreciation for Option Term (4)** |   |
|------------------------|--------|------------------------------------------------------------|--------|----------------------------------------------------------------------|--------|------------------------------|--------|---------------------|--------|---------------------------------------------------------------------------------------------------------|--------|
|                   |   |                                                       |   |                                                                 |   |                         |   |                |   | **5%($)**                                                                                               |   | **10% ($)** |   |
| Anthony D. Thomopoulos |   | —                                                     |   | —                                                               |   | —                       |   | —              |   |                                                                                                    |   |   |   |
| Craig A. Fleming       |   | —                                                     |   | —                                                               |   | —                       |   | —              |   |                                                                                                    |   |   |   |
| Richard F. Barnett     |   | —                                                     |   | —                                                               |   | —                       |   | —              |   |                                                                                                    |   |   |   |
| Herbert D. Montgomery  |   | 130,000                                                    |   | 100%                                                                 |   | $3.25                        |   | 5/14/11             |   | $265,708                                                                                                |   | $673,356 |   |
| James Lambert          |   | —                                                     |   | —                                                               |   | —                       |   | —              |   |                                                                                                    |   |   |   |
| Michael J. Catelani    |   | —                                                     |   | —                                                               |   | —                       |   | —              |   |                                                                                                    |   |   |   |
| Timothy S. Guster      |   | —                                                     |   | —                                                               |   | —                       |   | —              |   |                                                                                                    |   |   |   |
| J. Edward Hollender    |   | —                                                     |   | —                                                               |   | —                       |   | —              |   |                                                                                                    |   |   |   |

                                                

(1)          This option becomesexercisable in equal annual installments over a four-year period.

(2)          Based on a total of130,000 options granted to all employees during the transition period.

(3)          The option was grantedat no less than fair market value on the date of grant.

(4)          We are required by the SEC to use a 5%and 10% assumed rate of appreciation over the ten-year option term.  This does not represent the Company’sestimate or projection of the future Common Stock price nor does it take intoaccount the appreciation, if any, in the price of our Common Stock since thedate of grant.  If the Company’s CommonStock does not appreciate, the Named Executive Officers will receive no benefitfrom the options.

**Aggregated Option Exercises in Transition Period andTransition Period-End Option Values**

The following table shows stock option exercisesduring transition period beginning April 1, 2001 and ended December 31, 2001and the value of unexercised stock options held by the Named Executive Officerson December 31, 2001.
|                   |   |                                     |   |                   |   | **Number of Unexercised Options  Held at December 31, 2001 (1)** |   | **Value of Unexercised In-The-Money  Options at December 31, 2001 (2)** |   |
|------------------------|--------|------------------------------------------|--------|------------------------|--------|-----------------------------------------------------------------------|--------|------------------------------------------------------------------------------|--------|
| **Name**               |   | **Shares Acquired on Exercise (#)** |   | **Value Realized ($)** |   | **Exercisable (#)(3)(4)**                                             |   | **Unexercised (#)(4)(5)**                                                    |   | **Exercisable ($)** |   | **Unexercisable ($)** |   |
| Anthony D. Thomopoulos |   | —                                   |   | —                 |   | 5,000                                                                 |   | —                                                                       |   | **—** |   | **—** |   |
| Craig A. Fleming       |   | 25,000                                   |   | 23,575                 |   | 118,899                                                               |   | —                                                                       |   | **—** |   | **—** |   |
| Richard F. Barnett     |   | —                                   |   | —                 |   | —                                                                |   | —                                                                       |   | **—** |   | **—** |   |
| Herbert D. Montgomery  |   | —                                   |   | —                 |   | 5,000                                                                 |   | 130,000                                                                      |   | **—** |   | **—** |   |
| James Lambert          |   | —                                   |   | —                 |   | 33,382                                                                |   | 21,618                                                                       |   | — |   | — |   |
| Michael J. Catelani    |   | —                                   |   | —                 |   | 29,582                                                                |   | 24,918                                                                       |   | — |   | — |   |
| Timothy S. Guster      |   | —                                   |   | —                 |   | 16,664                                                                |   | —                                                                       |   | — |   | — |   |
| J. Edward Hollender    |   | —                                   |   | —                 |   | —                                                                |   | —                                                                       |   | — |   | — |   |

                                                

(1)          With the exception ofMr. Montgomery's option, which vests at the rate of one-fourth on the firstanniversary of the date of grant and one-fourth per year thereafter, thesestock options vest at the rate of one-third on the first anniversary of thedate of grant and one-third per year thereafter.  These options are exercisable only to the extent vested.

 

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(2)          The value, if any, ofthe unexercised in-the-money options is based on the closing price of $2.63 ofthe Company’s Common Stock, as reported on the New York Stock Exchange, onDecember 31, 2001 and is net of the exercise price of such options.  The amounts in this column may not representamounts actually realized by the Named Executive Officers.

(3)          Represents shares whichare immediately exercisable and/or vested.

(4)          Includes unexercisedout-of-the-money options.

(5)          Represents shares whichare not vested and not immediately exercisable.

**Compensation of Directors**

The Company does not payits directors who are also Company officers additional compensation for theirservice as directors.  In the transitionperiod from April 1, 2001 to December 31, 2001, compensation for directors whowere not employees of the Company or any of its subsidiaries, also called“non-employee directors,” included the following:

•                  an annual retainer of $15,000,

•                  $2,000 for each board meeting attended,

•                  certain expenses of attending board meetings,

•                  an option to purchase 5,000 shares of the Company’sCommon Stock,

•                  $500 to $1,000, depending on the duration of themeeting, for committee meetings attended by those directors serving on theAudit Committee and Compensation Committee, and

•                  $2,000 per week for those directors serving on theSpecial Committee that was formed to evaluate a proposal by Thomas Kinkade toacquire all of the outstanding shares of the Company’s Common Stock not alreadyowned by him.

Under the Company Group,Inc. 1998 Stock Incentive Plan, non-employee directors receive an annual,automatic grant of an option to purchase 5,000 shares of Common Stock at 85% ofthe fair market value of the Company’s Common Stock on the date of grant.  “Fair market value” is defined in theCompany Group, Inc. 1998 Stock Incentive Plan as the closing price of theCompany’s Common Stock on the date the option is granted.  In the transition period from April 1, 2001to December 31, 2001, the annual, automatic option grant to non-employeedirectors of 5,000 shares of Common Stock was made on November 12, 2001,at an exercise price of $2.72 per share.

**Employment Contracts and Change-in-ControlArrangements**

Richard F. Barnett,Senior Vice President of Retail Development of MAGI Sales, Inc. and the Companyentered into a three year employment agreement effective as of April 1,1996.  The agreement provides for fouroptions of three years each to extend the term of the employmentagreement.  Mr. Barnett developedthe branded Thomas Kinkade Signature GalleryTM retail concept as an independententrepreneur. The Company employed Mr. Barnett to develop theindependently owned Thomas Kinkade Signature Gallery retail concept nationally.  The agreement provides for an annual basesalary of $228,000 during the initial term of the employment agreement and anannual base salary of $132,000 during any renewal term.  The agreement provides for, among otherbenefits, a commission plan which pays Mr. Barnett a commission based onthe Company’s sales to Thomas Kinkade Signature Galleries as well as the annualgrowth in such sales.

 

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Mr. Barnett’semployment agreement provides for receipt of all salary and bonus payments thatwould have been payable to him for the remaining term of the agreement after a“Change in Control” which provides “Good Reason” for him to terminate hisemployment.  “Good Reason” is defined toinclude, among other things, the assignment to duties inconsistent with hissenior executive status, a reduction in his base salary, a relocation of him orthe Company’s principal office and the termination of any compensation or otheremployee benefits plans in which he was eligible to participate.

Mr. Fleming and theCompany were party to an employment agreement dated August 2, 1999 Mr.Fleming’s employment with the Company ended in June 2001.  In connection with his termination, Mr.Fleming received a severance payment equal to two years of his base salary.

Pursuant to a severanceagreement entered into in December 2001, Mr. Catelani’s employment with theCompany terminated in February 2002.  Inconnection with his termination, Mr. Catelani received a severance paymentequal to one year of his base salary.

Mr. Lackner and theCompany were party to an employment agreement dated October 10, 1997.  Mr. Lackner ceased providing services to theCompany in October 2001.  In connectionwith his termination, the Company agreed to pay Mr. Lackner’s base salarythrough October 2, 2002.

Mr. Hollender’semployment with the Company ended in August 2001.  In connection with his termination, Mr. Hollender received aseverance payment equal to two years of his base salary.

Mr. Guster’s employmentwith the Company ended in November 2001. In connection with his termination, Mr. Guster received a severancepayment equal to two years of his base salary.

 

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Except for Mr.Montgomery, none of the Named Executive Officers is currently an officer of theCompany.

Mr. Montgomery hasentered into a three-year employment agreement, effective January 9,2002.  The agreement provides for anannual base salary of $300,000, and the opportunity to participate inmanagement bonus plans.  The agreement alsoprovides that Mr. Montgomery will receive the greater of (i) one-year basesalary and (ii) the base salary remaining for the contract term, if hisemployment is terminated by the Company without cause or by Mr. Montgomery forgood reason, in either case in the absence of or following a change in controlof the Company.

**Compensation Committee Interlocks and InsiderParticipation**

During thetransition period from April 1, 2001 to December 31, 2001, no member of theCompany’s Compensation Committee was an employee of the Company.  Except as described below, during thetransition period from April 1, 2001 to December 31, 2001 fiscal2001, no executive officer of the Company served on the board or compensationcommittee of another company that had an executive officer serve on theCompany’s board or its compensation committee. During the transition period, Mr. Thomopoulos, the Company’s Chairmanand interim Chief Executive Officer, served on the Board of Directors of OnVANTAGE,Inc. and Mr. Kenneth E. Raasch, the Chairman of OnVANTAGE, Inc., served on theCompany’s Board of Directors.

**Item 12.**                            Security Ownership of Certain Beneficial Owners andManagement

The table below shows howmuch the Company’s Common Stock was beneficially owned as of April 25,2002 by:

•                  each current director;

•                  each of the Named Executive Officers;

•                  all current Directors and Executive Officers as agroup; and

•                  all persons know to the Company to be the beneficialowners of 5% or more of our Common Stock, if any.

Except as otherwise indicatedin the footnotes to the table below and as provided pursuant to applicablecommunity property laws, the persons listed below have advised the Company thatthey have sole voting and investment power with respect to the securities shownas owned by them.  On April 25,2002, there were 13,305,075 shares of the Company’s Common Stockoutstanding. 
| **Name of  Beneficial Owners and Addresses (1)** |   | **Number of  Shares Owned (2)** |   | **Right to   Acquire (3)** |   | **Total  Amount of Beneficial Ownership** |   | **Percentage  of Outstanding Shares(8)** |   |
|--------------------------------------------------|--------|---------------------------------|--------|----------------------------|--------|-------------------------------------------|--------|------------------------------------------|--------|
| Thomas Kinkade (4)                               |   | 4,267,276                       |   | 600,000                    |   | 4,867,276                                 |   | 35.00                                    |   |
| Anthony D. Thomopoulos                           |   | 1,000                           |   | 10,000                     |   | 11,000                                    |   | *                                        |   |
| Ron D. Ford                                      |   | —                          |   | 175,000                    |   | 175,000                                   |   | 1.30                                     |   |
| Moe Grzelakowski                                 |   | —                          |   | 5,000                      |   | 5,000                                     |   | *                                        |   |
| Eric Halvorson                                   |   | 5,000                           |   | 5,000                      |   | 10,000                                    |   | *                                        |   |
| C. Joseph  LaBonte                               |   | —                          |   | 5,000                      |   | 5,000                                     |   | *                                        |   |
| Herbert D.  Montgomery                           |   | 2,000                           |   | 37,500                     |   | 39,500                                    |   | *                                        |   |
| Donald Potter                                    |   | —                          |   | 5,000                      |   | 5,000                                     |   | *                                        |   |

 

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| **Name of  Beneficial Owners and Addresses (1)**                      |   | **Number of  Shares Owned (2)** |   | **Right to   Acquire (3)** |   | **Total  Amount of Beneficial Ownership** |   | **Percentage  of Outstanding Shares(7)** |   |
|-----------------------------------------------------------------------|--------|---------------------------------|--------|----------------------------|--------|-------------------------------------------|--------|------------------------------------------|--------|
| Richard E.  Stearns                                                   |   | 750                             |   | 5,000                      |   | 5,750                                     |   | *                                        |   |
| Craig A. Fleming                                                      |   | —                          |   | 118,899                    |   | 118,899                                   |   | *                                        |   |
| Richard F.  Barnett(5)                                                |   | 144,775                         |   | —                     |   | 144,775                                   |   | 1.09                                     |   |
| James Lambert                                                         |   | —                          |   | 33,382                     |   | 33,382                                    |   | *                                        |   |
| Michael J.  Catelani                                                  |   | 2,000                           |   | 29,582                     |   | 31,582                                    |   | *                                        |   |
| Timothy S.  Guster                                                    |   | —                          |   | —                     |   | —                                    |   | *                                        |   |
| J. Edward  Hollender                                                  |   | 3,000                           |   | —                     |   | 3,000                                     |   | *                                        |   |
| Kenneth E.  Raasch(6)                                                 |   | 1,991,591                       |   | 170,681                    |   | 2,162,272                                 |   | 16.05                                    |   |
| Dimensional Fund  Advisors (7)                                        |   | 800,100                         |   |                       |   | 800,100                                   |   | 6.01                                     |   |
| All current  directors and executive officers as a group (14 persons) |   | 4,276,026                       |   | 872,499                    |   | 5,148,525                                 |   | 36.31                                    |   |

                                                

*                 Less than one (1)percent.

(1)          All addresses are 900Lightpost Way, Morgan Hill, California 95037, except for Kenneth E. Raasch(333 W. Santa Clara St., Suite 1000, San Jose, CA 95113), Craig Fleming (8709Rose Pt. Court, Orlando, FL 32835), J. Edward Hollender (1323 Pheasant Dr.,Gilroy, CA 95020), James Lambert (1531 Santa Ines Way, Morgan Hill, CA 95037),Tim Guster (15119 #6 Union Ave., San Jose, CA 95124), Michael Catelani (5165Devon Park Ct., San Jose, CA 95136) and Dimensional Fund Advisors (1299 OceanAvenue, 11th Floor, Santa Monica, CA 90401).

(2)          Excludes shares that maybe acquired through stock option exercises.

(3)          Includes shares that canbe acquired through stock option exercises on or before June 24, 2002, which is60 days from April 25, 2002; however, such Common Stock is not deemedoutstanding for the purpose of computing the percentage owned by any otherperson.

(4)          The shares owned byMr. Kinkade are held by the Kinkade Family Trust.

(5)          The shares owned byMr. Barnett are held by Mr. Richard F. Barnett and Mrs. Loretta K.Barnett, as Trustees of the Barnett Family Trust.

(6)   The shares by Mr. Raasch are held by theRaasch 1993 Revocable Trust.

(7)          Information is derivedfrom Schedule 13G filed by Dimensional Fund Advisors Inc. with the Securitiesand Exchange Commission on January 30, 2002. Pursuant to such filing,Dimensional Fund Advisors claimed voting and/or investment power over theshares and disclaimed beneficial ownership of the shares.

(8)          Percentage of beneficialownership is based upon 13,305,075 shares of the Company’s Common Stockoutstanding as of April 25, 2002.

**Item 13.**                            Certain Relationships and Related Transactions

*License Agreement with Thomas Kinkade*. Effective December 3, 1997, the Company entered into a license agreementwith Thomas Kinkade.  The licenseagreement supersedes a previous license agreement under which Mr. Kinkadereceived a flat fee of $18,750 per painting delivered to the Company forreproduction and a royalty agreement under which the Company paidMr. Kinkade a royalty of 5.0% of net sales of Company owned stores usinghis name and certain other arrangements. Under the license agreement,Mr. Kinkade receives a flat fee of $25,000 per painting delivered to theCompany for reproduction and he is paid a royalty of 4.5% of the net sales ofThomas Kinkade branded artwork and products through May 8, 2000 and 5.0% of thenet sales of Thomas Kinkade branded artwork and products thereafter.  Mr. Kinkade is also employed by theCompany as Art Director.

Under the licenseagreement, Thomas Kinkade granted the Company perpetual and exclusive rights toeach image produced by Mr. Kinkade under the license agreement, as well asto the library of over 170 existing Thomas Kinkade images, subject to certainexceptions.  In particular, the Companyhas the exclusive right to produce, sell, distribute and promote reproductionsof Mr. Kinkade’s artwork in any form and the right to use the name andlikeness of the artist in promoting the sale of its products and development ofany brand name associated with Mr. Kinkade.  The new license agreement requires Mr. Kinkade to deliver150 paintings to the Company during the period commencing December 3, 1997 andending 15 years thereafter, with at least 10 paintings to be delivered duringeach of the first five years. Mr. Kinkade has the right to approve the Company’s products basedupon his artwork, as well as promotional materials, business plans andstrategic relationships relating to such products or the use of his name orlikeness.  Mr. Kinkade retainsownership of the original paintings he produces.

The new license agreementpermits Mr. Kinkade to reproduce up to two pieces annually to raise moneyfor the City of Placerville, California. Mr. Kinkade also retained the right to use his name, likeness

 

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and certainartwork in association with non-profit organizations.  In addition, Mr. Kinkade retained the right to use his namein connection with for-profit ventures with the Company’s prior consent,provided that he first offers the opportunity to the Company.  Mr. Kinkade is otherwise subject to anon-compete agreement with the Company under the new license agreement.

The license agreement isterminable by either party after failure by the other party for 90 days to curea material breach of the agreement.  Inaddition, Mr. Kinkade may terminate the license agreement in the event ofthe Company’s insolvency or upon a change of control of the Company.  A change in control is defined to occur onthe date when any person or group (as defined in Rule 13(d)(3) under theSecurities Exchange Act of 1934) beneficially owns (as defined in such Rule) anumber of shares of common stock of the Company in excess of the number ofshares then beneficially owned by Mr. Kinkade.  The computation excludes stockholders as of December 3, 1997, tothe extent of their beneficial holdings of Common Stock as of such date.  The right of termination may not be invokedby Mr. Kinkade if it is triggered as a result of Mr. Kinkade’stransfer of shares.  After December 3,2012, the perpetual nature of the license agreement may be terminated byMr. Kinkade if the Company engages in any material business enterprisesunrelated to his work or brand name to which he objects.  Upon any termination of the license agreementby Mr. Kinkade, the Company would be prohibited from selling any productsbased upon Mr. Kinkade’s artwork, other than the Company’s then existingproduct inventory.

The Company incurredroyalties to Mr. Kinkade under the license agreement in the amounts of$4,675,000, $8,225,000, $9,685,000 and $10,697,000 for the nine-month periodended December 31, 2001 and for the years ended March 31, 2001, 2000and 1999, respectively.

 

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*Separationand Consulting Agreement with Kenneth E. Raasch*. Effective May 27, 1999, the Company enteredinto a separation and consulting agreement with Kenneth E. Raasch, a founder,director and significant stockholder of the Company.  Under the terms of the agreement Mr. Raasch provided consultingservices to the Company through December 31, 2000.  During the nine-month period endedDecember 31, 2001, the nine-month period ended December 31, 2000, andthe years ended March 31, 2001 and March 31, 2000, the Company paidMr. Raasch $14,000, $1,320,000, $990,000 and $1,100,000, respectively, forthese consulting services.

In addition, pursuant tothe new license agreement, the Company and Thomas Kinkade entered into a stockoption agreement as of December 3, 1997, wherein the Company granted toMr. Kinkade a fifteen-year non-statutory option to purchase 600,000 sharesof Common Stock of the Company at $12.375, the closing price on the date ofgrant.

*Ownership and Sale of Thomas Kinkade Gallery, Valley Fair*. On June 30, 1995, the Company purchased the Thomas Kinkade Gallery,Valley Fair, from Linda L. Raasch, spouse of Kenneth E. Raasch, who wasPresident, Chairman and Chief Executive Officer of the Company at the time, foran aggregate purchase price of approximately $1,500,000, of which $1,200,000was paid in the form of an 8.0% subordinated convertible promissory note dueOctober 10, 2002.  The note isconvertible into common stock of the Company at a price of $7.25 pershare.  The entire principal amount ofthe note is due at maturity, unless converted prior to maturity.  Prior to the consummation of the saletransaction, an independent appraisal of the gallery was performed and theterms of the purchase were approved by a special committee of the board ofdirectors.

*LicensingActivities.*SinceAugust 1, 2001, certain licensing activities and key accounts have beenmanaged by Creative Brands Group, Inc. The Company and Creative Brands Group are currently in negotiations forCreative Brands Group to continue to perform such services.  Any agreement between the parties will berequired to be approved by the disinterested members of the Board ofDirectors.  Creative Brands Group isprimarily owned by Kenneth E. Raasch, a significant shareholder, co–founderand former member of the Board of Directors of the Company.  For the nine-month period endedDecember 31, 2001, the Company incurred commissions of $631,000 toCreative Brands Group, Inc.  Thecommission rates under this arrangement are the same as or less than thecommission rates quoted to the Company by other licensing management companies.

*TradeAccounts Receivable.*Effective September 30, 2001, the Company converted $1.6 millionof trade accounts receivable, due from an entity in which a relative of ThomasKinkade, a co-founder of the Company and a member of the Board of Directors, isan investor, into a full recourse three year promissory note. The balance isrepayable in equal installments during the three-year period and bears interestof 12% per annum.  The terms of thisnote are consistent with those of other notes the Company has received from non­–relatedparties in the sale of Company owned Thomas Kinkade stores.  In addition, the related party is indebtedto the Company for the sale of the Company for the sale of the Company ownedThomas Kinkade stores in the Monterey and Carmel, California as discussedbelow.

*Sale ofCompany Owned Store.*Effective September 15, 1999, the Company sold the Company ownedThomas Kinkade Stores located in Monterey and Carmel, California to an entityin which a relative of a founder and member of the Board of Directors is aninvestor.  Consideration for this saleconsisted of cash of $75,000 and an 8.5% promissory note in the amount of $1.1million due in August 2006 with semi–annual principal and interestpayments.  The inventory in the storesat the time of the transfer was sold under a separate transaction at normalwholesale prices with extended payment terms. The terms of this Company owned store sale are consistent with the termsfor the sales of other Company owned stores to non–related parties.  The Company commissioned an independentvaluation of the Company owned stores in Monterey and Carmel, California andthe terms of the sale were based upon the independent valuation.  At December 31, 2001, the Companydetermined that the notes described above were impaired and accordingly wrotethem down to estimated realizable value.

 

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**SIGNATURES**

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on April 30, 2002 onits behalf by the undersigned, thereunto duly authorized.

 
|                 | MEDIA ARTS GROUP, INC. |
|----------------------|------------------------|
|                 |                   |
|                 | By:                    |  */s/ Ron D.  Ford* |
|                 |                   | Ron D. Ford |
|                 |                   | Chief Executive Officer & Director |
|                 |                   | (Principal Executive Officer) |
|                 |                   |
| Dated April 30, 2002 |                   |

 

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Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.

 
| **Signature**               |                                       | **Title**                                                                                               |                                                                                                   | **Date**            |
|-----------------------------|--------------------------------------------|---------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------|---------------------|
|                        |                                       |                                                                                                    |                                                                                                   |                |
| /s/ *Ron D. Ford**          |                                       | *Chief  Executive Officer and Director (Principal   Executive Officer)*                            |                                                                                                   |                |
| Ron D. Ford                 |                                       |                                                                                                    | April 30, 2002                                                                                    |
|                        |                                       |                                                                                                    |                                                                                                   |                |
| /s/ *Herbert D. Montgomery* |                                       | *Executive  Vice President, Chief Financial Officer, and   Director (Principal Financial Officer)* |                                                                                                   |                |
| Herbert D. Montgomery       |                                       |                                                                                                    | April 30, 2002                                                                                    |
|                        |                                       |                                                                                                    |                                                                                                   |                |
| /s/ *Thomas Kinkade**       |                                       | *Director*                                                                                              |                                                                                                   | April 30, 2002 |
| Thomas Kinkade              |                                       |                                                                                                    |                                                                                                   |                |
|                        |                                       |                                                                                                    |                                                                                                   |                |
| /s/ *Moe Grzelakowski**     |                                       | *Director*                                                                                              |                                                                                                   | April 30, 2002 |
| Moe Grzelakowski            |                                       |                                                                                                    |                                                                                                   |                |
|                        |                                       |                                                                                                    |                                                                                                   |                |
| /s/ *Eric Halvorson**       |                                       | *Director*                                                                                              |                                                                                                   | April 30, 2002 |
| Eric Halvorson              |                                       |                                                                                                    |                                                                                                   |                |
|                        |                                       |                                                                                                    |                                                                                                   |                |
| /s/ *C. Joseph LaBonte**    |                                       | *Director*                                                                                              |                                                                                                   | April 30, 2002 |
| C. Joseph LaBonte           |                                       |                                                                                                    |                                                                                                   |                |
|                        |                                       |                                                                                                    |                                                                                                   |                |
| /s/ *Donald Potter**        |                                       | *Director*                                                                                              |                                                                                                   | April 30, 2002 |
| Donald Potter               |                                       |                                                                                                    |                                                                                                   |                |
|                        |                                       |                                                                                                    |                                                                                                   |                |
| /s/ *Richard E. Stearns**   |                                       | *Director*                                                                                              |                                                                                                   | April 30, 2002 |
| Richard E. Stearns          |                                       |                                                                                                    |                                                                                                   |                |
|                        |                                       |                                                                                                    |                                                                                                   |                |
| *By:                        | /s/ *Herbert D. Montgomery*                |                                                                                                    | *Executive  Vice President, Chief Financial Officer   and Director (Principal Financial Officer)* |                |   |
|                        | Herbert D. Montgomery *(Attorney-in-Fact)* |                                                                                                    |                                                                                                   | April 30, 2002 |
|                        |                                       |                                                                                                    |                                                                                                   |                |

 

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