SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                           --------------------------

                               AMENDMENT NO. 1 TO
                                    FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000        Commission file No. 000-28515
                                       OR

[ ]      Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                          IN STORE MEDIA SYSTEMS, INC.
                          ----------------------------
        (Exact name of small business issuer as specified in its Charter)

           NEVADA                                                84-1249735
-------------------------------                                  ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

15423 EAST BATAVIA DRIVE, AURORA, COLORADO                           80011
------------------------------------------                           ------
(Address of principal executive offices)                            (Zip Code)

                                 (303) 364-6550
                         ------------------------------
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
                                                      Common Stock, no par value

         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 [X] NO [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference of Part 111 of this Form 10-K, or any
amendment to this Form 10-K. [X]

         On March 30, 2001, the Registrant had 31,469,312 shares of common
voting stock held by non-affiliates. The aggregate market value of shares of
common stock held by non-affiliates was $39,336,640 on this date. This
valuation is based upon the average of the high and low prices for shares of
common voting stock of the Registrant on the "Electronic Bulletin Board" of the
National Association of Securities Dealers, Inc. ("NASD") on March 30, 2001.

         On March 30, 2001, the issuer had 60,482,931 shares of its no par value
common stock outstanding.



<PAGE>


                                EXPLANATORY NOTE

         This Annual Report on Form 10-K/A ("Form 10-K/A") is being filed as
Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the Securities and Exchange Commission on
April 6, 2001 ("Form 10-K") for the purpose of making amendments to the cover
page and Item 7 of Part II and Item 13 of Part III of In Store Media Systems'
Form 10-K.


                                       1


<PAGE>

                          In Store Media Systems, Inc.
                                  Form 10-K/A
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                     INDEX

                                                                            Page

                                    PART II

Item 7  Management's Discussion and Analysis of Financial
        Condition and Results of Operation                                   3

                                    PART III

Item 13 Certain Relationships and Related Transactions                       6




                                       2


<PAGE>

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION
--------------------------------------------------------------------------------

  OVERVIEW

         The Company is a development stage company engaged in the development
of its system for distributing and electronically clearing coupons, certain
components of which are patented. The Company has generated no revenue from
operations and has incurred losses of $15,621,302 since inception through
December 31, 2000.

         At December 31, 2000, the Company had a stockholders' deficit of
$3,045,914, which reflects $13,329,991 of paid in capital (net of amount
attributable to treasury stock) less accumulated deficit of $16,375,905. The
accumulated deficit amount is primarily the result of the amount of interest
expense incurred in connection with short-term convertible notes and debentures
by the Company and its predecessor in private transactions in 1996, 1997, 1998,
1999, and 2000, research and development, and general and administrative
expenses incurred since inception. At December 31, 2000, the Company had a
working capital deficit of $3,301,391.

         The Company plans to continue on-going development of its coupon
clearing and distribution systems. Additionally, the Company anticipates the
launching of the pilot program of its proprietary electronic coupon clearing
system by the end of the first quarter of 2001. In order to initiate and fund
the commercial introduction of these systems, the Company was successful in
completing a private equity funding agreement in January 2001. Under the terms
of this agreement, the Company was provided $2,052,000 of equity. The Company
received initial proceeds of $1,000,000 in equity with an additional $1,052,000
of equity being held in escrow pending the Company attaining certain milestones
including the beginning of the pilot program and the initial signing of
long-term contracts with retailers. In addition to the equity proceeds, the
Company will require supplementary financing to fund the equipment and accounts
receivable financing required for the rollout of its systems beyond the pilot
program. The Company is in the process of seeking such supplemental financing
through a related party company that would be the sole debt-financing arm of the
Company. If successful, the Company would have the funds necessary to implement
its plan of operation over the next 12 months and beyond. The Company is unable
to provide any assurance that such fund raising efforts will be achievable.

         In February 2001, the Company repaid outstanding notes payable and
related accrued interest totaling $621,047. Additionally, the Company is seeking
to eliminate all remaining debt obligations through the conversion of these
notes and related exercise of warrants and through the buyout of these notes in
exchange for the Company's restricted common stock. Since December 31, 2000
notes and accrued interest totaling $878,946 have been converted and which
amounts were applied towards the exercise of warrants resulting in the issuance
of 2,040,000 shares of the Company's restricted common stock. Notes totaling
$262,500 have been extended to October 31, 2001.


         Through December 31, 2000, the Company remained burdened with debt
obligations and a continuing lack of working capital. The completion of the
private equity funding agreement in January 2001 relieved some of the burden
relating to the debt obligations and provided the necessary funding to commence
the pilot program of the Company's proprietary electronic coupon clearing
systems. If the Company is unsuccessful in eliminating all remaining debt
obligations either through conversion or buyout, the Company may require the
securing of additional working capital to continue its pilot program and
operations as planned. Otherwise, it may be forced to curtail or discontinue its
operations.



                                       3


<PAGE>

FINANCIAL CONDITION

         The Company had $496,711 in total assets and $3,542,625 in total
liabilities at December 31, 2000, as compared to $876,535 and $3,668,163 at the
end of fiscal 1999, respectively. Accounts payable and accrued expenses at the
end of fiscal year 1999 were $1,186,958 as compared to $1,256,775 at December
31, 2000. The Company had a working capital deficit of $3,301,391 at December
31, 2000, as compared to a working capital deficit of $2,989,244 at December 31,
1999. The difference primarily is attributed to reductions of $175,230 in
inventory and note receivable, and an increase in accrued interest and notes
payable of $67,259.

RESULTS OF OPERATIONS

         The Company's operational costs historically have increased or
decreased primarily due to the expansion or contraction of the Company's ongoing
research and development efforts. The Company has incurred operating expenses of
$10,059,068 from inception through December 31, 2000. These expenses include
$3,275,352 in research and development expenses and $6,490,384 in general and
administrative expenses. Subject to the availability of additional funds, the
Company expects its operational expenses and costs to increase as it expands its
efforts to complete the development of its systems, products and services, and
plans to commence manufacturing and installation of its equipment. The Company
also expects operational costs to increase as it expands its marketing and
promotional efforts in connection with the introduction of its products and
services.

YEAR ENDED DECEMBER 31, 2000, COMPARED TO YEAR ENDED DECEMBER 31, 1999

         For the year ended December 31, 2000, the Company sustained net
operating losses of $2,512,686, as compared to net losses of $3,185,702 for the
year ended December 31, 1999. The decrease in operating losses primarily was due
to a decrease in interest expense, offset by increases in restructuring charges
and debt conversion costs.

         The Company's operating expenses for the year ended December 31, 2000,
decreased by approximately 2% to $1,824,011, as compared to operating expenses
of $1,866,403 for the same period last year. The decrease in operating expenses
in 2000 was due to decreases in research and development expenses, offset by
some increases in general and administrative expenses. Research and development
costs decreased by 80% to $50,350 for the year ended December 31, 2000, as
compared to research and development costs of $250,873 for the same period last
year. This decrease was due to the absence of certain expenses relating to
patent development. During 1999, the Company expensed as patent development
expenses a note receivable of $244,311 from the Company's former president,
which was exchanged for certain patents. General and administrative expenses
increased by $155,420 or 10% to $1,704,721 for the 2000 year, as compared to
general and administrative expenses of $1,549,301 for the same period last year.
The increase in general and administrative expenses primarily was due to
increases of $324,527 in stock based compensation to employees and consultants,
offset by decreases in advertising, travel and employee benefit expenses during
2000.

         The Company's net non-operating expense (including non-operating
interest income and interest expense) decreased to $688,675 for the year ended
December 31, 2000, as compared to non-operating expenses of $1,319,299 for the
year ended December 31, 1999. The decrease was primarily due to an 83% decrease
in interest expense for the year ended December 31, 2000. The decrease in
interest expense was primarily due to the decrease in value assigned to the
extension of the warrant exercise period related to the Company's debt
offerings. The effect of the valuation assigned to the warrants resulted in an
increase to interest expense of $959,859 and a decrease in interest expense of
$95,901 for the years ended December 31,1999 and 2000 respectively. Debt
conversion costs for the year ended December 31, 2000, increased by 172% to
$291,686 due to the increase in the number of notes converted to common stock
during 2000 as compared to 1999.

                                       4


<PAGE>

FISCAL YEAR ENDED DECEMBER 31, 1999, COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
1998

         For the fiscal year ended December 31, 1999, the Company sustained net
operating losses of $3,185,702, as compared to net losses of $1,890,976 for the
fiscal year ended December 31, 1998. The increase in operating losses primarily
was due to an increase in research and development expenses, and increase in
general and administrative expenses, an increase in depreciation and
amortization expenses and an increase in interest expense.

         The Company's operating expenses for fiscal 1999 increased by
approximately 66% to $1,866,403, as compared to operating expenses of $1,123,532
for the 1998 fiscal year. Operating expenses consist of research and development
expenses, general and administrative expenses and depreciation and amortization
costs and expenses. The increase in operating expenses in 1999 was due to an
increase in research and development costs, which increased by $55,976 to
$250,873 for the 1999 fiscal year, as compared to research and development
expenses of $194,897 for the 1998 fiscal year. The increase in research and
development expenses was due to an increase expenditures on design rendering of
the products to be produced, the creation of prototypes and the development of
an in-house lab, which is a mock, small-scale supermarket that is used for
testing and development. General and administrative expenses increased by
$682,443 or 79% to $1,549,301 for the 1999 fiscal year, as compared to general
and administrative expenses of $866,858 for the preceding fiscal year. The
increase in general and administrative expenses primarily was due to the
addition of Lawrence Mortimer Executive Marketing and Sales, Michael Parsons
Director of Project Management and Technology and the addition of other
marketing and programming personnel. Depreciation and amortization costs
increased by 7% to $66,229, as compared to depreciation and amortization costs
of $61,777 for the 1998 fiscal year. The increase in depreciation and
amortization costs primarily was due to the purchase of additional computer
equipment and production machinery.

         The Company's net non-operating expenses (including non-operating
interest income, debt conversion costs and interest expense) increased by
approximately 72% to $1,319,299 for the fiscal year ended December 31, 1999, as
compared to non-operating expenses of $767,444 for the 1998 fiscal year. The
increase  was primarily due to a 60% increase in interest expense, which
represented 94% of the non-operating expenses for 1999 and approximately 101% of
the non-operating expenses for the 1998 fiscal year. The increase in interest
expense was primarily due to value assigned to the extension of the warrant
exercise period related to the Company's debt offerings.

LIQUIDITY AND CAPITAL RESOURCES

         Since inception, the Company's principal requirements for capital have
been to finance the cost of research and development of its coupon selection,
dispensing and clearing systems and related technologies, and to pay for
expenses associated with securing patent protection, formulating its business
strategy and developing strategic relationships with third parties, such as
Unisys Corporation, retailers and product manufacturers. The Company has
historically financed its operations through loans and investments by directors
and officers, and the sale of equity and debt securities in private transactions
in reliance upon exemptions from the registration and qualification requirements
under federal and state securities laws.

         At December 31, 2000, the Company had $3,542,625 in current
liabilities, of which $2,235,274 (including $555,298 of interest accrued
thereon) was in the form of convertible, short-term debentures issued by the
Company and its predecessor in private transactions during the 1998, 1997 and
1996 fiscal years. At December 31, 2000, the Company was in default of its
obligations under the notes issued to investors by the Company and its
predecessor in the amount of $1,417,476. A portion of the notes was converted
into shares of the Company's common stock during the 1998, 1999, and 2000 fiscal
years. Approximately $262,500 of notes have been extended to October 31,2001. In
October 2000, the Company issued a letter to all note holder's providing them
the option of extending their notes and accrued interest for one additional year
or converting their notes and accrued interest for shares of the Company's
common stock. At December 31, 2000, notes in the aggregate principal amount of
$1,679,976 remained outstanding, as compared to notes in the aggregate principal
amount of $2,140,087 that were outstanding on December 31, 1999. The remaining
portion of the Company's current liabilities is primarily comprised of
short-term note obligations totaling $605,874 and continuing payment obligations
of $490,688 (at December 31, 2000 and December 31, 1999) to Unisys Corporation.
The Company relies on the availability of additional capital to satisfy all such
obligations.

                                       5


<PAGE>
         The Company will require additional capital to continue and complete
development of its systems, to market its products and services and to implement
its business strategies.

         The Company has limited access to additional sources of equity and debt
financing and it can provide no assurance that additional funds will be
available on commercially acceptable terms or in a timely manner to enable the
Company to continue its operations as expected.

         Since the end of fiscal year 1999 through December 31, 2000, the
Company's cash position has declined. At December 31, 2000, the Company had
available cash of $191,039, as compared to available cash of $248,325 at
December 31, 1999.

         With the completion of the private equity funding agreement in January
2001 and the attainment of the first of two milestones required by the
agreement, the Company anticipates it has sufficient funds to continue its
operations through August 31, 2001. At that time, the Company would have to
either generate sufficient cash flow from its anticipated rollout of its
proprietary electronic coupon clearing systems or raise additional funds to
continue its operation as planned.

         During the year ended December 31, 2000, the Company issued 249,892
shares of its common stock and reduced accrued interest by $16,643 in connection
with the exercise of warrants. Warrants representing 2,009,202 shares of common
stock were exercised on a cashless basis pursuant to a settlement with a selling
agent in an offering of common stock. The Company also issued 1,389,000 shares
of its common stock to note holders who converted their notes into common stock.

         In January 2001, the Company completed a funding arrangement with a
private equity group resulting in the Company receiving equity proceeds of
$2,052,000. The Company received initial proceeds of $1,000,000 in equity with
an additional $1,052,000 of equity being held in escrow pending the Company
attaining certain milestones by June 30, 2001. With these funds, the Company is
able to begin the commercial introduction of its proprietary electronic coupon
clearing systems. Additionally if the Company is successful in securing
long-term contracts with a minimum number of customers, then all escrowed funds
would be released to the Company. This would allow the Company the ability to
continue the rollout of its systems, generate revenues and fund its operation
beyond December 31, 2001. Additionally, if successful, the Company would be in a
much stronger position to secure addition capital if the need should arise.
Failure to attain these milestones would require the Company to acquire
additional capital in the form of either debt or equity. If the Company were
unable to secure this additional capital, if needed, it would most likely impair
the ability of the Company to meet its obligations in the near or medium term.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
---------------------------------------------------------------------

         The Company does not own or invest in market risks sensitive
instruments for trading or other purposes.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

AMERICAN INTERNATIONAL INVESTMENTS' CUMULATIVE CONVERTIBLE DEBENTURE

         In March of 1998, American International Investments, Inc. ("AII")
transferred 929,552 of its shares of the common stock of the Company's
predecessor to satisfy past due lease payment obligations of approximately
$247,880 that the Company's predecessor owed to Northstar Financial
("Northstar"). The children of Mr. Everett E. Schulze, Jr., the Company's former
Chairman and CEO, owned all of the outstanding shares of capital stock of AII,
with respect to which Mr. Schulze disclaims beneficial ownership. As
consideration for AII's payment of such lease obligations, the Company issued to
AII a 16% cumulative convertible debenture in the principal amount of $247,880.
In December 2000, the Company settled its obligation under the debenture in the
amount of $380,050 (principle and interest) by the payment of $126,000 in cash
and applying a related deposit held of $27,880.


                                       6


<PAGE>

LOANS TO AND FROM OFFICERS

         In January 1994, the Company made a loan to Mr. Schulze in the
principal amount of $195,000. On May 7, 1999, the Company acquired all right,
title and interest in the United States Patent application file number 2937-9
titled "Merchandising Using Consumer Information From Surveys" from Everett E.
Schulze, Jr., the inventor, in satisfaction of all principal and interest in the
amount of $244,311 payable under the loan to the Company from Everett E.
Schulze, Jr.

         During 1997 and 1998, the Company borrowed funds from AII. Such loans
were evidenced by promissory notes bearing interest at an annual rate of 10% and
payable upon demand by the holder. Management believes that such funds were
borrowed on terms no less favorable than would otherwise have been available to
the Company through unrelated third-party sources. In February 2001, the Company
paid all principal and interest payable under the loan in the amount of
$130,180.



<PAGE>

         In September 2000, the Company borrowed $30,000 from Mr. Donald Uhl,
President and Chief Executive Officer of the Company. This loan was evidenced by
a promissory bearing interest at an annual rate of 9.5%. In February 2001, the
Company paid all principal and interest payable under the loan in the amount of
$31,281.

         In November 2000, the Company borrowed $180,000 from a partnership
whose general partner is Mr. Donald Uhl, President and Chief Executive Officer
of the Company. This loan was evidenced by a promissory note bearing interest at
an annual rate of 9.5%. In February 2001, the Company paid all remaining
principal and interest due under the promissory note in the amount of $133,631.

         In November 2000, the Company borrowed $160,000 from the Bushman Group,
LLC. This loan was evidenced by a promissory note bearing interest at an annual
rate of 9.5%. Mr. Derrick Bushman, who became a Director of the Company in March
2001, is a principal of the Bushman Group. Management believes that the terms of
the transaction were no less favorable than would otherwise have been available
to the Company through unrelated third-party sources. In February 2001, the
Company repaid all principal and interest due under the promissory note in the
amount of $163,623.


         In December 2000, the Company borrowed $160,000 from Mr. Mitchell
Bushman. Mr. Mitchell Bushman is the brother of Mr. Derrick Bushman, a director
of the Company. This loan was evidenced by a promissory note bearing interest at
an annual rate of 9.5%. Management believes that the terms of the transaction
were no less favorable than would otherwise have been available to the Company
through unrelated third-party sources. In February 2001, the Company repaid all
principal and interest due under the promissory note in the amount of $162,332.


CERTAIN BUSINESS RELATIONSHIPS

         Pursuant to a promissory note dated March 7, 1997, the Company loaned
$50,000 to Mr. Joel Monsky, a Director of the Company, and two relatives of Mr.
Monsky, all of whom are shareholders of The Partnership For Shared Marketing,
Inc ("Partnership"). On January 27, 1999, the Company entered into an Asset
Purchase Agreement with Partnership, under which the Company agreed to purchase
certain of the assets of Partnership in exchange for $500,000 and 1,500,000
shares of the Company's common stock. In December 2000, the asset purchase
agreement was cancelled and the Company forgave this note and all related
accrued interest in the amount of $69,608 as consideration for certain services
rendered by the partnership on behalf of the Company.

OTHER MATTERS

         In January 2001, the Company granted to Mr. Donald P. Uhl, Chief
Executive Officer, options to purchase 700,000 shares of common stock at an
exercise price of $.30 per share. The options are immediately exercisable and
will expire in January 2006.

         In January 2001, the Company's Board of Directors approved for the
Company to grant options to each of the Company's directors, based on their
respective years of service. The Board approved for the Company to grant options
to purchase 400,000 total shares of the Company's common stock at an exercise
price of $0.25 per share, subject to the subsequent approval of the Company's
shareholders. If approved, all such options would expire two years after the
date on which they will have been granted.

         In June 2000, the Company entered into an agreement with George E.
Sattler/G.E.S. Associates, which provided for various marketing services to
assist the Company in obtaining and developing working relationships with
various retail customers. Mr. Sattler, a Director of the Company, receives
$2,400 per month for these services provided to the Company. As further
consideration for services rendered to the Company under the consulting
agreement, the Company granted to Mr. Sattler options to purchase 575,000 shares
of the Company's common stock. Options to purchase 100,000 shares are fully
vested and immediately exercisable at an exercise price of $0.25 per share. The
remaining options to purchase a total of 475,000 shares vest in various amounts
on the achievement of certain performance benchmarks, as set forth in the
consulting agreement. These second set of options will be exercisable at an
exercise price per share equal to the lesser of $1.00 or 85% of the average
closing price of the common stock over the 15 days preceding the date of
exercise. The agreement provides for a term of one year commencing on June 1,
2000. The agreement may be terminated by the Company for cause (as described in
the agreement) and on various other grounds, including (without limitation) the
death or disability of Mr. Sattler.

                                       7


<PAGE>

         To facilitate the initial introduction of its systems, the Company has
entered into a financing agreement with In Store Capital LLC, an independent
company formed specifically to provide equipment and receivables financing for
In Store Media Systems, Inc. After the anticipated successful introduction of
each of its products, In Store Capital has agreed to obtain equipment and
receivables financing facilities of up to $100 million through Morris and Mozer,
Inc., an investment banking firm located in Minneapolis, Minnesota. The funds
available through this line of credit is expected to start small and grow
rapidly as the Company's systems are installed in more market areas. Under this
agreement, In Store Capital will provide the initial capital required to
commercially test first the Coupon Bank System, then the InStaClearing and
Coupon Exchange Center systems respectively, in several commercial applications.
After successful commercial demonstrations, In Store Capital will provide the
structure through which other major investment banking firms can join In Store
Capital in financing rollout of the respective systems of the Company. In Store
Capital has committed to provide financing for the Coupon Bank System, but is
not obligated to finance other systems on a binding time table. In the past, the
Company has experienced substantial product installation delays resulting
primarily from inadequate financial resources. The ability to execute its
product introduction plan will depend upon the resources provided by and through
In Store Capital, LLC.

         The investment group that provided additional development capital to
the Company and that formed In Store Capital LLC, was introduced to the Company
by Morris and Mozer Financial, Inc., of which Michael T. Mozer, a director of
the Company, is a principal. In addition, Morris and Mozer Financial, Inc.
secured a conditional agreement with Coast Business Credit on behalf of the
Company, which if finalized, will provide the Company with funding through In
Store Capital LLC. As compensation for its services, Morris and Mozer Financial,
Inc. will receive warrants to purchase 3,150,000 shares of the Company's common
stock that can be exercised anytime in the third, fourth or fifth year after the
date on which they were issued. The warrants will vest and become exercisable
only after the completion of a financing agreement acceptable to the Company.
The exercise price is $2.00 per share and the Company may call the warrants
anytime after two and one-half years at $4.00 per share. In addition, Morris and
Mozer Financial, Inc. will receive a one-time fee equal to 1% of the amount of
each "draw" made by the Company against either the equipment financing or the
receivables revolver.

                                       8


<PAGE>

SIGNATURES

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

                            IN STORE MEDIA SYSTEMS, INC.

Date: April 10, 2001         By:   /s/ DONALD P. UHL
                                  ----------------------------------------------
                                  Donald P. Uhl
                                  President, Chief Executive Officer, and
                                  Chairman of the Board


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:

                            IN STORE MEDIA SYSTEMS, INC.


Date: April 10, 2001         By:   /s/ DONALD P. UHL
                                  ----------------------------------------------
                                  Donald P. Uhl, President, Chief Executive
                                  Officer, and Chairman of the Board


Date: April 10, 2001         By:   /s/ ROBERT L. COHEN
                                  ----------------------------------------------
                                  Robert L. Cohen, Corporate Secretary, Vice
                                  President and Chief Financial Officer


Date: April 10, 2001         By:   /s/ THOMAS F. CARROLL
                                  ----------------------------------------------
                                  Thomas F. Carroll, Director, Vice President
                                  Sales & Marketing


Date: April 10, 2001         By:   /s/ MICHAEL T. MOZER
                                  ----------------------------------------------
                                  Michael T. Mozer, Director


Date: April 10, 2001         By:   /s/ RONALD F. ANDEREGG
                                  ----------------------------------------------
                                  Ronald F. Angeregg, Director


Date: April 10, 2001         By:   /s/ FRANK PIRRI
                                  ----------------------------------------------
                                  Frank Pirri, Director


Date: April 10, 2001         By:   /s/ GEORGE E. SATTLER
                                  ----------------------------------------------
                                  George E. Sattler, Director

                                       9