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Exhibit 99.1

The undersigned certifies that:

       1.     I have reviewed the foregoing report;

       2.     Based on my knowledge, the report does not contain any untrue
              statement of a material fact or omit to state a material fact
              necessary in order to make the statements made, in light of the
              circumstances under which such statements were made, not
              misleading with respect to the period covered by the report;

       3.     Based on my knowledge, the financial statements, and other
              financial information included in the report, fairly present in
              all material respects the financial condition, results of
              operations and cash flows of the Registrant as of, and for, the
              periods presented in the report;

       4.     The other certifying officers and I:

              (a) are responsible for establishing and maintaining "disclosure
                  controls and procedures" for the issuer;

              (b) have designed such disclosure controls and procedures to
                  ensure that material information is made known to them,
                  particularly during the period in which the periodic report is
                  being prepared;

              (c) have evaluated the effectiveness of the Registrant's
                  disclosure controls and procedures as of a date within 90 days
                  prior to the filing date of the report; and

              (d) have presented in the report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on the required evaluation as of that date;

       5.     The other certifying officers and I have disclosed to the
              Registrant's auditors and to the audit committee of the board of
              directors (or persons fulfilling the equivalent function):

              (a) all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the issuer's
                  ability to record, process, summarize and report financial
                  data and have identified for the issuer's auditors any
                  material weaknesses in internal controls; and

              (b) any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the issuer's
                  internal controls; and





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       6.     The other certifying officers and I have indicated in the report
              whether or not there were significant changes in internal controls
              or in other factors that could significantly affect internal
              controls subsequent to the date of our evaluation, including any
              corrective actions with regard to significant deficiencies and
              material weaknesses.

I further certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

       1.     The report fully complies with the requirements of Section 13(a)
              or Section 15(d) of the Securities Exchange Act of 1934; and

       2.     The information contained in the report fairly presents, in all
              material respects, the financial condition and results of
              operations of the Company.



/s/ Michael A. Feinstein, M.D.                     /s/ Rudolph A. Lutterschmidt
------------------------------------               ----------------------------
Michael A. Feinstein, M.D.                         Rudolph A. Lutterschmidt,
Chief Executive Officer                            Chief Financial Officer






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