<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                   FORM 10-QSB
(MARK ONE)

   [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
                                       OR
   [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number: 0-24376

                                ClearLogic, Inc.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

           Delaware                                              33-0612125
------------------------------                               ------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

41 South Haddon Avenue, Haddonfield, New Jersey                      08033
--------------------------------------------------------------------------------
   (Address of principal executive offices)                        (Zip code)

Issuer's telephone number, including area code:  (856) 547-7844

                                      N/A
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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   .
   ---    ---

State the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date: 14,827,226 shares of Common
Stock outstanding on August 14, 2000.

Transitional Small Business Disclosure: Yes   .  No  X .
                                           ---     ----


                                       1
<PAGE>

                                ClearLogic, Inc.

                                Table of Contents
<TABLE>
<CAPTION>

                                                                               Page
                                                                               ----
<S>     <C>                                                                    <C>
PART I.  Financial Information

Item 1.  Condensed Financial Statements
         Consolidated Balance Sheets.............................................3-4
         Consolidated Statements of Operations.....................................5
         Consolidated Statement of Changes in Stockholders' (Deficiency)...........6
         Consolidated Statement of Cash Flows....................................7-8
         Notes to Condensed Consolidated Financial Statements......................9

Item 2.  Management's Discussion and Analysis of Results
         Of Operations and Financial Condition.................................10-12

PART II.  Other Information

Item 6.  Exhibits and Reports on Form 8-K.........................................13

Signatures........................................................................14
</TABLE>



                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.       Financial Statements

                         ClearLogic, Inc. and Subsidiary
                           Consolidated Balance Sheet
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                September 30, 2000
--------------------------------------------------------------------------------------------------
<S>     <C>                                                                     <C>
Assets

Current assets
     Cash and cash equivalents                                                           $  15,715
     Accounts receivable, net of allowance for doubtful accounts of
         $16,953                                                                            91,001
     Prepaid expenses                                                                        4,999
     Other current assets                                                                   14,640
--------------------------------------------------------------------------------------------------

Total current assets                                                                       126,355
--------------------------------------------------------------------------------------------------

Property, equipment and software, net of accumulated
     depreciation and amortization of $182,450                                             184,601
--------------------------------------------------------------------------------------------------

Other assets
     Due from officer                                                                        8,570
     Investment, at cost                                                                   433,600
     Unamortized software costs, net of accumulated
         amortization of $72,000                                                            25,000
     Deferred financing costs, net of accumulated
         amortization of $6,946                                                             18,054
     Other                                                                                   1,875
--------------------------------------------------------------------------------------------------

Total other assets                                                                         487,099
--------------------------------------------------------------------------------------------------



Total assets                                                                             $ 798,055
---------------------------------------------------------------------------------------------------
</TABLE>


                                       3
<PAGE>

                         ClearLogic, Inc. and Subsidiary
                           Consolidated Balance Sheet
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                              September 30, 2000
------------------------------------------------------------------------------------------------
<S>  <C>                                                                           <C>
Liabilities and Stockholders' (Deficiency)

Current liabilities
     Accounts payable                                                               $   266,450
     Accrued expenses                                                                   134,347
     Notes payable, net of discount                                                     554,864
     Capital lease obligations                                                            8,603
-----------------------------------------------------------------------------------------------
      Other                                                                              10,108

Total current liabilities                                                               974,372

Notes payable, net of current maturities and discount                                 1,164,818
-----------------------------------------------------------------------------------------------

Total liabilities                                                                     2,139,190
-----------------------------------------------------------------------------------------------

Commitments and contingencies

Stockholders' (deficiency)
     Preferred stock, no par value
         Authorized 5,000,000 shares
         Issued and outstanding - none                                                       --
     Common stock, $.001 par value
         Authorized 20,000,000 shares
         Issued and outstanding 14,827,226 shares                                        14,827
     Additional paid-in capital                                                         333,465
     Accumulated (deficit)                                                           (1,689,427)
-----------------------------------------------------------------------------------------------

Total stockholders' (deficiency)                                                     (1,341,135)
-----------------------------------------------------------------------------------------------

Total liabilities and stockholders' (deficiency)                                    $   798,055
-----------------------------------------------------------------------------------------------
</TABLE>

                    See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                         ClearLogic, Inc. and Subsidiary
                      Consolidated Statements of Operations
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                              Three Months Ended
                                                                                 September 30,
                                                                           2000                1999
---------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                 <C>
Net revenues                                                           $     605,693       $    131,632

Cost of revenues                                                             113,923             49,590
---------------------------------------------------------------------------------------------------------

Gross profit                                                                 491,770             82,042
---------------------------------------------------------------------------------------------------------

Operating expenses
     General and administrative                                              460,864            151,403
     Product development                                                     109,502             66,733
     Depreciation and amortization                                            24,859             13,093
---------------------------------------------------------------------------------------------------------

Total operating expenses                                                     595,225            231,229
---------------------------------------------------------------------------------------------------------

Operating income (loss)                                                     (103,454)          (149,187)

Interest expense                                                             (32,465)           (18,505)

Other income, net                                                                184              1,500
---------------------------------------------------------------------------------------------------------

Net income (loss)                                                      $    (135,736)      $   (166,192)
---------------------------------------------------------------------------------------------------------

Income (loss) per share of common stock (basic and diluted)            $         .01       $       (.01)
---------------------------------------------------------------------------------------------------------

Weighted average common shares outstanding used in
     computing income (loss) per share (basic and diluted)                14,827,226         13,355,371
---------------------------------------------------------------------------------------------------------
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                         ClearLogic, Inc. and Subsidiary
                      Consolidated Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                            Nine Months Ended
                                                                               September 30,
                                                                          2000              1999
------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                <C>
Net revenues                                                         $  1,628,784       $    331,106

Cost of revenues                                                          365,489             82,394
------------------------------------------------------------------------------------------------------

Gross profit                                                            1,263,295            248,712
------------------------------------------------------------------------------------------------------

Operating expenses
     General and administrative                                         1,084,447            344,620
     Product development                                                  292,170            153,675
     Depreciation and amortization                                         63,127             35,045
------------------------------------------------------------------------------------------------------

Total operating expenses                                                1,439,744            533,340
------------------------------------------------------------------------------------------------------

Operating (loss)                                                        (176,448)           (284,628)

Interest expense                                                        (107,988)            (37,322)

Other income, net                                                           2,345              7,266
------------------------------------------------------------------------------------------------------

Net (loss)                                                           $   (282,092)      $   (314,684)
------------------------------------------------------------------------------------------------------

Loss per share of common stock (basic and diluted)                   $       (.02)      $       (.02)
------------------------------------------------------------------------------------------------------

Weighted average common shares outstanding used in
     computing loss per share (basic and diluted)                      14,827,226         13,355,371
------------------------------------------------------------------------------------------------------
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

                         ClearLogic, Inc. and Subsidiary
         Consolidated Statement of Changes in Stockholders' (Deficiency)
                                   (unaudited)

<TABLE>
<CAPTION>
                                         Preferred Stock                    Common Stock
                                  -------------------------      ------------------------
                                     Number                          Number
                                         of                              of
                                     Shares         Amount           Shares       Amount
-------------------------------------------------------------------------------------------
<S>                                  <C>           <C>              <C>        <C>

Balance, June 30, 2000                              $   --       14,827,226    $  14,827



Net (loss)
-------------------------------------------------------------------------------------------

Balance, September 30, 2000                         $   --       14,827,226    $  14,827

-------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

                                   Additional
                                      Paid-In        Accumulated     Stockholders'
                                      Capital          (Deficit)      (Deficiency)
------------------------------------------------------------------------------------
<S>                               <C>               <C>                <C>

Balance, June 30, 2000            $  333,465        $ (1,553,691)       (1,205,399)



Net (loss)                                              (135,736)         (135,736)
------------------------------------------------------------------------------------

Balance, September 30, 2000       $  333,465          (1,689,427)      $(1,341,135)

------------------------------------------------------------------------------------
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                       7

<PAGE>

                         ClearLogic, Inc. and Subsidiary
                      Consolidated Statements of Cash Flows
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                 Nine Months Ended
                                                                                   September 30,
                                                                            2000                1999
--------------------------------------------------------------------------------------------------------
<S>                                                                     <C>              <C>
Cash flows from operating activities
     Net (loss)                                                         (282,092)         $ (314,684)
     Adjustments to reconcile net (loss) to net cash (used in)
         operating activities
              Depreciation and amortization                               87,564              43,046
              Allowance for doubtful accounts                              9,690               4,500
              Compensation related to issuance of options and              1,035
                  warrants
              Changes in assets and liabilities
                  (Increase) decrease in assets
                      Accounts receivable                               (84,728)             (62,727)
                      Prepaid expenses                                    13,668                (418)
                      Other current assets                                (5,713)            (12,250)
                      Investments, at cost                              (423,600)
                  Increase (decrease) in liabilities
                      Accounts payable                                   215,997               2,563
                      Accrued expenses                                    65,027              31,975
                      Other current liabilities                           73,766                (205)
--------------------------------------------------------------------------------------------------------

Net cash (used in) operating activities                                 (304,208)           (253,579)
--------------------------------------------------------------------------------------------------------

Cash flows from investing activities
     Purchases of property, equipment and software                       (82,112)            (76,075)
--------------------------------------------------------------------------------------------------------

Net cash (used in) investing activities                                  (82,112)            (76,075)
--------------------------------------------------------------------------------------------------------
</TABLE>


                                       8
<PAGE>

                         ClearLogic, Inc. and Subsidiary
                      Consolidated Statements of Cash Flows
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                         Nine Months Ended
                                                                            September 30,
                                                                      2000                1999
----------------------------------------------------------------------------------------------------
<S>                                                               <C>                 <C>
Cash flows from financing activities
      Proceeds from borrowings, net                                                      (30,000)
      Exercise of stock options                                   $   38,000           $     500
      Net proceeds from sales of convertible notes                     3,250             418,000
      Principal payments on capital leases                           (43,592)            (11,447)
----------------------------------------------------------------------------------------------------

Net cash (used in) provided by financing activities                    2,342             377,053
----------------------------------------------------------------------------------------------------

Net (decrease) increase in cash and cash equivalents                (388,662)             47,399

Cash and cash equivalents at beginning of year                       404,377               2,353
----------------------------------------------------------------------------------------------------

Cash and cash equivalents at end of period                        $   15,715           $  49,752
----------------------------------------------------------------------------------------------------

Supplemental schedule of noncash investing and financing
     activities
         Equipment purchased under capital leases                 $                    $  79,829
---------------------------------------------------------------------------------------------------
</TABLE>

                    See accompanying notes to consolidated financial statements.


                                       9
<PAGE>

                         ClearLogic, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements

Note 1.  Basis of Presentation

         The accompanying unaudited condensed financial statements have been
prepared by ClearLogic, Inc. and subsidiary (the "Company") pursuant to the
rules and regulations of the Securities and Exchange Commission and, in the
opinion of management, include all adjustments (consisting of normal recurring
adjustments) necessary for the fair presentation of results for the interim
periods presented. Certain financial information and footnote disclosures
normally included in financial statements prepared in accordance with Generally
Accepted Accounting Principles have been condensed or omitted pursuant to such
rules and regulations, although the company believes that the accompanying
disclosures are adequate to make the information presented not misleading. These
financial statements and notes included herein should be read in conjunction
with the Company's audited financial statements and notes for the year ended
December 31, 1999 included in the Company's Annual Report on Form 10-KSB filed
with the Securities and Exchange Commission. The results of operations for the
three-month period ended September 30, 2000 are not necessarily indicative of
the results to be expected for the year ending December 31, 2000.

Note 2.   Website Development Contracts

         During 2000, the Company entered into two contracts to develop websites
for customers. Under the terms of the contracts, the Company will receive cash
and an equity interest in their customers. The total value of the contracts
which amounted to $1,364,200 consists of the fair value of the common stock
received of $587,100 and $777,100 in cash. The Company has accounted for the
contracts in accordance with AICPA Statement of Position ("SOP") No. 81-1,
"Accounting for Performance of Construction-Type and Certain Production-Type
Contracts". As a result, approximately $573,600 has been recognized as revenue
for the nine months ended September 30, 2000. At September 30, 2000, the
Company's carrying value of its investment amounted to $423,600. At September
30, 2000, the Company had completed work on one contract, and on October 2,
2000, the Company was discharged from work on the other contract.

Note 3.   Losses and Uncertainties

         The Company has incurred costs to develop and enhance its technology
and to create and introduce its products and services. As a result, the Company
has incurred significant losses and expects to continue to incur losses on a
quarterly and annual basis.


                                       10
<PAGE>


Item 2.   Management's Discussion and Analysis or Plan of Operation.

         The following Management's Discussion and Analysis of Results of
Operations and Financial Condition should be read in conjunction with our
audited financial statements and notes thereto for the year ended December 31,
1999 included in our Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission (the "1999 Form 10-KSB").

         The information in this discussion contains forward-looking statements.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause our actual results, performance, or achievements
or industry results to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking
statements. Such factors include those described in "Risk Factors" in the 1999
10-KSB. The forward-looking statements included in this report may prove to be
inaccurate. In light of the significant uncertainties inherent in these
forward-looking statements, you should not consider this information to be a
guarantee by us or any other person that our objectives and plans will be
achieved.

Overview

         We founded ClearLogic, the e-media solutions company (TM), in 1997 to
develop custom and off-the-shelf software and provide creative multimedia
services to address certain niches within the Internet business-to-business
environment. During the past three years, we have built a solid customer base
with our services and custom software, and are poised to take the next step
toward delivering not only customized products, but also off-the-shelf
repeatable solutions for electronic media-related uses, via shrink-wrap, online
delivery and Application Service Provider, or ASP, channels. We presently offer
e-business solutions in two general product or service categories:

         o    Software, both custom services and packaged. ClearLogic offers
              NetProof(R), a platform-independent interactive digital image
              and document proofing solution designed for businesses that
              can use the Internet to enable them to proof, markup, approve
              and manage pictures, graphics and text.

         o    NewMedia services and solutions. ClearLogic also offers
              various NewMedia professional services, which include
              electronic commerce web sites, database-to-web programming,
              web site design, web site hosting, multimedia production,
              digital video production, three dimensional modeling and
              animation, and custom software development. The Company also
              intends to use its NewMedia expertise to develop special
              content Internet sites built and managed by ClearLogic that
              will generate incremental revenue for the Company. The Company
              also intends to package some of the software created for these
              sites and remarket the components. ClearLogic also provides
              Network security services and solutions.

         In November 1999, ClearLogic merged with St. James Group, Inc. pursuant
to an Agreement and Plan of Reorganization dated November 13, 1999. Under the
agreement, ClearLogic Acquisition Corporation, a wholly owned subsidiary of St.
James, merged into ClearLogic, Inc., the New Jersey corporation. In
consideration of the merger, 11,096,385 shares of common stock of St. James were
issued to the shareholders of ClearLogic, Inc. ClearLogic,

                                       11
<PAGE>

Inc. employee stock options to purchase 905,000 shares were converted in the
merger to options to purchase 1,635,542 shares of St. James at a price of
$.027666 per share. Upon consummation of the merger, St. James changed its name
to ClearLogic, Inc., and the operating company became our wholly owned
subsidiary. Officers and directors of ClearLogic, Inc., the New Jersey
corporation, were elected as the new directors and officers. Prior to the
closing, St. James had no affiliation with ClearLogic. Immediately prior to the
closing of the merger, we issued 137,900 shares on conversion of a promissory
note and effected a four-for-one stock split.


Results of Operations

Three Months Ended September 30, 2000 Compared to Three Months
Ended September 30, 1999

         Net loss applicable to common stock for the three months ended
September 30, 2000 was ($135,736) or ($.01) per basic and diluted share as
compared to the net loss for the three months September 30, 1999 of ($166,192)
or ($.01) per basic and diluted share. The decrease in loss is the result of a
significant increase in revenues as compared to the revenues recognized for the
same period.

         Revenues of $605,693 in 2000 increased from $131,632 in 1999 primarily
due to an increase in operations during the first and second quarter of 2000.

         General and administrative expenses were $460,864 and $151,403 for the
three months ended September 30, 2000 and 1999, respectively. This increase was
primarily due to payroll and related costs resulting from the addition of
personnel to support the growth of our business as well as increased expenses
for recruiting, travel, professional fees and insurance. General and
administrative expenses as a percentage of revenue were 76% and 115% for the
three months ended September 30, 2000 and 1999, respectively.

         Product development expenses of $109,502 in 2000 increased from $66,733
in 1999 primarily due to the development and enhancement of our NetProof product
and also due to an increase in payroll and related costs. We believe that our
product development investment is essential in order to maintain our market and
technological competitiveness. These costs as a percentage of revenue were 18%
and 51% for the three months ended September 30, 2000 and 1999, respectively.

         Depreciation and amortization of $24,859 in 2000 increased from $13,093
in 1999 due to additional equipment purchases and software capitalization.

         Net interest expense of $32,465 in 2000 increased from $18,505 in 1999
primarily due the accrued interest on the outstanding debt at September 30,
2000.

                                       12
<PAGE>



Nine Months Ended September 30, 2000 Compared to Nine Months Ended
September 30, 1999

         Net loss applicable to common stock for the nine months ended September
30, 2000 was ($282,092) or ($.02) per basic and diluted share as compared to the
net loss for the nine months September 30, 1999 of ($314,684) or ($.02) per
basic and diluted share. The increased loss is the result of a significant
increase in operating expenses as compared to the revenues recognized for the
same period.

         Revenues of $1,628,784 in 2000 increased from $331,106 in 1999
primarily due to an increase in operations during the second and third quarter
of 2000. Revenues from certain website development contracts amounted to
$576,300, of which approximately $423,600 represents revenue recognized in
connection with the receipt of an equity interest in its customers.

         General and administrative expenses were $1,084,447 and $344,620 for
the nine months ended September 30, 2000 and 1999, respectively. This increase
was primarily due to payroll and related costs resulting from the addition of
personnel to support the growth of our business as well as increased expenses
for recruiting, travel, professional fees and insurance. General and
administrative expenses as a percentage of revenue were 67% and 104% for the
nine months ended September 30, 2000 and 1999, respectively.

         Product development expenses of $292,170 in 2000 increased from
$153,675 in 1999 primarily due to the development and enhancement of our
NetProof product and also due to an increase in payroll and related costs. We
believe that our product development investment is essential in order to
maintain our market and technological competitiveness. These costs as a
percentage of revenue were 18% and 46% for the nine months ended September 30,
2000 and 1999, respectively.

         Depreciation and amortization of $63,127 in 2000 increased from $35,045
in 1999 due to additional equipment purchases and software capitalization.

         Net interest expense of $107,988 in 2000 increased from $37,322 in 1999
primarily due the accrued interest on the outstanding debt at September 30,
2000.


Plan of Operation, Liquidity and Capital Resources

         A major objective of the Company is to maintain sufficient liquidity to
fund growth and meet all cash requirements with cash and short-term equivalents
plus funds generated from operating cash flows.

         During 1998 and 1999, we relied on borrowings under private placements
from accredited investors, for which the Company issued $608,200 of 8%
convertible notes with warrants to fund operations. In addition, in September
1998, ClearLogic entered into a line of credit for up to $30,000 with a bank for
working capital purposes. That line of credit was repaid

                                       13
<PAGE>

and canceled in December 1999. During 1999, ClearLogic issued $1.0 million of 8%
convertible debentures, the net proceeds of which were used for working capital
and other general purposes. The notes, debentures and accrued interest bear
interest at 8% per annum, which is due at maturity that ranges from 18 to 37
months from the date of issuance. With the exception of the debentures, the
notes and any accrued interest are convertible at the holder's option, in their
entirety, into common stock at a conversion price determined at the time the
Company sells such stock in an equity offering of at least $500,000. The
debentures are convertible at a conversion price equal to the lower of the
market price on the first day of trading or 75% of the market price averaged
over the five trading days prior to the date of the conversion.

         Cash and cash equivalents as of September 30, 2000 amounted to $15,715.
The Company anticipates the need to obtain additional financing from outside
sources to fund its operations and general corporate expenditures.

         Net cash used in operating activities of $329,386 in 2000 was the
result of operating losses. ClearLogic does not anticipate that future cash used
by or provided from operations will include amounts related to the ClearLogic
merger, which became effective November 1999.

         ClearLogic has no future material commitments for capital expenditures
at September 30, 2000. Through September 30, 2000, ClearLogic's capital
expenditures totaled approximately $82,112. Capital expenditures were primarily
for equipment, software and building improvements.

         If we are able to obtain sufficient capital to pursue our strategic
goals, we intend to transition our NetProof software to a customized Application
Service Provider-model. However, in the absence of capital, ClearLogic is
maintaining its operations through a balanced offering of custom software,
commodity mid-to-high-end e-commerce web development and multimedia services.

         We derive substantially all of our revenues from fees for services
generated on a project-by-project basis. ClearLogic's services are provided on
both a fixed-time, fixed-price basis and on a time and materials basis.
Historically, ClearLogic has not operated on a retainer basis; however, in the
future, ClearLogic may utilize such arrangements.

         We anticipate that we will continue to expand our sales operations
throughout the U.S. within the next twelve months and, therefore, we expect to
incur increases in our sales and marketing expenditures. We also expect to incur
increases in our product development expenditures as we continue to enhance our
products.

         We believe that our existing capital resources are not sufficient to
meet our capital requirements for the next twelve months. We intend to seek
financing from outside sources (including but not limited to our current
investment bankers and strategic partners) to meet our capital requirements for
at least the next twelve months. There is no assurance that we will be able to
obtain such financing on acceptable terms.

                                       14
<PAGE>


                           PART II. OTHER INFORMATION


Item 1.      Legal Proceedings.

             Not applicable

Item 2.      Change in securities.

             Not applicable

Item 3.      Defaults Upon Senior Securities.

             Not applicable

Item 4.      Submission of Matters to a Vote of Security Holders.

             Not applicable

Item 5.      Other Information.

             Not applicable

Item 6.      Exhibits and Reports on Form 8-K

             (a)  Exhibits:
                  (27) Financial Data Schedule (in electronic format only).

             (b)  Reports on Form 8-K:
                  None

                                       15
<PAGE>

                                    SIGNATURE

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        CLEARLOGIC, INC.




Dated: November 20, 2000                By: /s/ Philip S. Burnham, II
                                            ------------------------------------
                                            Philip S. Burnham, II
                                            Chief Executive Officer,
                                            General Counsel and
                                            Acting Chief Financial Officer














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