FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark One)
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
(X)                    THE SECURITIES EXCHANGE ACT OF 1934
                  For The Fiscal Year Ended September 30, 1997
                                       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 - 1-9477

                                   JOULE INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                      22-2735672
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)

1245 U.S. Route 1 South, Edison, New Jersey               08837
 (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code: 732-548-5444

Securities registered pursuant to Section 12(b) of the Act: Common Stock, par
value $.01 per share

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 __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 in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based upon the closing price of the Common Stock on the American
Stock Exchange on December 8, 1997, was approximately $5,627,000.

As of December 8, 1997, there were 3,670,000 shares of Common Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Company's Annual Report to Stockholders for the fiscal
year ended September 30, 1997 filed with the Securities and Exchange Commission
(The "Commission") pursuant to Rule 14a-3 under the Securities Exchange Act of
1934 (The "1997 Annual Report"), are incorporated by reference in Part II, Items
5-8, and Part IV of this Annual Report on Form 10-K.

Certain portions of the Company's Proxy Statement to be filed with the
Commission pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 in
connection with the Company's 1998 Annual Meeting of Stockholders (the "Proxy
Statement") are incorporated by reference in Part III, Items 10-13, of this
Annual Report on Form 10-K.

<PAGE>

                                     PART I
ITEM 1. BUSINESS

General

     Joule Inc. and its subsidiaries are engaged in the business of personnel
outsourcing, as a supplier to industry of staffing service personnel. These
services focus on supplying commercial, skilled office and light industrial
workers, technical professionals and skilled craft industrial plant and facility
maintenance personnel to business and industry on a temporary basis. The Company
derived 71%, 68% and 67% of its revenue from services provided to customers in
New Jersey in 1997, 1996 and 1995, respectively.

     All employees on assignment to the Company's clients are on the Company's
payroll only during the periods of their assignments. By prior understanding,
their employment is continued after completion of an assignment only if another
suitable assignment is available. Historically, over 90% of revenue is billed
based on direct cost plus a mark-up to cover the Company's overhead and profit.
During the fiscal year ended September 30, 1997, the Company furnished
approximately 6,600 employees to approximately 1,100 clients. At September 30,
1997, approximately 1,300 employees were on assignment to approximately 300
clients for periods ranging in duration from one day to several years.

     The Company was incorporated in New Jersey in 1967 as the successor to a
business organized in 1965 and was reincorporated in Delaware on July 28, 1986.

Description of Services

     The Company supplies commercial (skilled office and light industrial
workers) to business and industry. The office workers are comprised of word
processing, data entry, consumer service and other office service personnel.
Light industrial workers may work in warehouse, packaging or light assembly
environments. Recruitment and assignment of such personnel is conducted through
seven offices in New Jersey and one in Florida. The assignments last from one
day to several months or longer. Assignments are sometimes made to fill
vacancies in a client's work force caused by vacations, illnesses, termination
or reassignments of the client's full-time employees or to supplement the
client's normal work force to meet peak work loads, handle special projects or
provide special expertise. Often clients elect to staff a portion of their
service requirements on a longer term basis with personnel employed and provided
by the Company. The client is charged an hourly rate that comprises the direct
labor rate of the personnel provided, associated costs (such as fringe benefits
and payroll taxes) and a mark-up to cover the Company's overhead and profit.
During 1997, the number of office and light industrial workers on assignment per
week averaged 800, and such services contributed approximately 38%, 31% and 31%
of revenues in 1997, 1996 and 1995, respectively.

     The Company's technical employees include engineers, designers, draftsmen,
information technology personnel, scientists and lab technicians, who are often
furnished on a project basis. Recruitment and assignment of these personnel are
conducted from Edison, New Jersey. A client that has an in-house engineering or
other technical department is able to supplement its permanent staff in a
particular skill or for a specific project by utilizing personnel provided by
the Company to implement the client's designs or program


                                       2
<PAGE>

Generally, several candidates are interviewed by the client before an assignment
is made. The work is performed at the client's facility under the client's
supervision. The Company is neither an independent consultant nor professionally
liable. The client is charged at an hourly rate that comprises the direct labor
rate of the personnel provided, associated costs (such as fringe benefits and
payroll taxes) and a mark-up to cover the Company's overhead and profit. There
are many technical personnel who choose to work on temporary assignments rather
than hold permanent positions because of the opportunity to work on diverse
projects and to choose times of employment. While they are not guaranteed steady
employment, are not eligible for promotion and receive lesser fringe benefits
than their full-time counterparts, such persons frequently are compensated at
higher rates than full-time personnel with similar backgrounds and experience
and have a greater opportunity for overtime compensation. During 1997, the
number of technical workers on assignment per week approximated 300, and such
services contributed approximately 27%, 24% and 20% of revenues in 1997, 1996
and 1995, respectively.

     The Company also provides skilled craft industrial plant and facility
maintenance labor services at oil refineries, utilities, chemical,
pharmaceutical and industrial plants, and office buildings. These assignments
often encompass responsibility for performance of discrete functions for
customers on an ongoing basis. The Company provides the services of welders,
electricians, millwrights, insulators, pipefitters and other tradesmen as well
as the necessary supervisory personnel and certain materials and equipment. The
Company may furnish a base crew of tradesmen that is assigned to the client's
facility on a full-time basis that can be supplemented as needed to provide
additional services requested by the client. The Company also undertakes
specific projects, such as oil and chemical plant repairs, shutdowns,
dismantling, and relocation and reassembly of plant equipment. The Company
generally charges clients at hourly rates, which include a mark up for overhead
and profit, for the different classifications of tradesmen and supervisory
personnel and on a cost-plus basis for materials and equipment. During 1997, the
average number of such skilled industrial service personnel on assignment per
week to clients was approximately 250. Historically, a substantial percentage of
industrial services contracts are renewed. Skilled industrial services
contributed approximately 35%, 45% and 49% of revenues in fiscal 1997, 1996 and
1995, respectively.

     The use by clients of staffing services personnel provided by the Company
allows them to hire only such permanent employees as are required for their
regular core work loads. Clients are thus able to shift to the Company the cost
and inconvenience associated with the employment of non-core personnel,
including advertising, interviewing, screening, testing, training, fringe
benefits, record keeping, payroll taxes and insurance. The Company is able to
absorb such costs more effectively than its clients because its employees, once
recruited, are generally assigned to a succession of positions with different
clients.


                                       3
<PAGE>

Customers and Marketing

     A significant portion of the Company's business represents repeat orders.
For fiscal 1997 over 80% of the Company's revenues were derived from assignments
to clients with which the Company had done business for more than two years.

     The Company markets its services primarily through sales calls by its own
sales personnel and through direct mail solicitation, participation in trade
exhibitions and advertising. No customer accounted for more than 10% of revenues
in 1997, 1996 or 1995.


Personnel Assignment and Recruitment

     The Company maintains a computerized data base of information on potential
employees. It uses optical scanning equipment to enhance its resume' data base
retrieval system. The data base contains information on office services and
light industrial personnel, engineering and other technical and scientific
personnel, and skilled industrial personnel, classified by skill, residence,
experience and current availability for assignment. When called upon to fill an
assignment, the Company's recruiting specialists match the client's
specifications with the information in the data base on these potential
employees. The ability to update, expand and rapidly access the data base is
important to the Company's success. The Company's branch offices have direct,
on-line access to the data base. Direct access is especially important in the
office services and technical areas where immediate response to client orders is
required. In addition, it is important in the technical services operation
because of the diversity of skills involved.

     The Company recruits personnel through advertisements in local media and
trade journals and through referrals by current and past employees. Personnel
listed in the Company's data base generally do not work exclusively for the
Company. Compensation and location of the assignment are the principal factors
considered by such personnel when choosing from competing assignments. The
Company considers its pay scale to be competitive.


Competition

     The Company faces intense competition from a large number of local and
regional firms as well as national firms. The Company competes with these firms
for potential employees as well as for clients. Many of the regional firms and
all of the national firms with which it competes are substantially larger and
possess substantially greater operating, financial and personnel resources than
the Company. The Company competes primarily on the basis of price, quality and
reliability of service. Its primary geographic market is New Jersey and, to a
lesser extent, the nearby states.


                                       4
<PAGE>

Employees

     At September 30, 1997, the Company employed approximately 100 full and
part-time permanent employees in its headquarters and branch offices other than
those on assignment to clients and had approximately 1,300 persons on assignment
to approximately 300 clients. The Company is a party to collective bargaining
agreements covering approximately 200 employees engaged in skilled craft
industrial and facility maintenance work. The Company considers its
relationships with its employees to be satisfactory.


ITEM 2.   PROPERTIES

     The Company leases most of its facilities. At September 30, 1997, the
Company was party to eleven leases comprising approximately 36,000 square feet.
The Company's corporate headquarters are located in Edison, New Jersey and
comprise approximately 8,000 square feet. The Company owns that building and two
others, including a building in Gibbstown, N.J. which serves as an office and
depot for its industrial services group and a building adjacent to its corporate
headquarters which serves as operational headquarters of the Company's
commercial and technical staffing groups. Three facilities are leased from
Emanuel N. Logothetis, the Chairman of the Board of the Company, and
corporations that are owned by him and the members of his family, at an
aggregate annual rent of approximately $50,000, plus applicable real estate
taxes, under terms and conditions that, in the opinion of management, are not
less favorable than would have been available from unaffiliated parties. Eight
additional facilities, comprising approximately 32,000 square feet of space, are
leased from unaffiliated parties at rentals and under terms and conditions
prevailing in the various locations. The Company's facilities are appropriate
and adequate for its current needs. For information concerning the Company's
lease obligations, see Notes 6 and 7 of Notes to Consolidated Financial
Statements.


ITEM 3.   LEGAL PROCEEDINGS

     In the opinion of management, there are no material pending legal
proceedings to which the Company is a party or of which any of its property is
the subject.


                                       5
<PAGE>

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not Applicable.


Executive Officers of the Company

     The names, ages and positions of all of the executive officers of the
Company as of December 8, 1997 are listed below along with their business
experience during the past five years. Officers are elected annually by the
Board of Directors and serve at the pleasure of the Board. There are no
arrangements or understandings between any officer and any other person pursuant
to which the officer was selected. Emanuel N. Logothetis and John Logothetis are
second cousins.


     Emanuel N. Logothetis, age 67, founded the Company in 1965 and was
President and Chief Executive Officer until August 10, 1987, when he was elected
Chairman of the Board. He was reelected President on August 3, 1988.

     Bernard G. Clarkin, age 48, was elected Vice President in February 1994 and
Chief Financial Officer, Treasurer, and Secretary in February 1990. He was
Controller, Treasurer and Secretary of the Company from February 1989 until
February 1990.


     John Logothetis, age 44, was elected a Vice President on July 1, 1986. He
had been General Manager of the Facilities Maintenance Operation since June 1984
and prior thereto had been Manager of Supplemental Services since joining the
Company in December 1976.

     Stephen Demanovich, age 43, was elected a Vice President in May, 1997. He
had been General Manager of Joule Technical Staffing since March, 1995 and prior
thereto had been Recruiting Manager since joining the Company in February, 1989.

     Anthony Trotter, age 40, was appointed Vice President in August, 1997 when
he joined the Company. Prior to that he was employed as Vice President of Staff
Management Services from October, 1995 through July, 1997. He was Vice President
of Best Temporaries from December, 1994 through September, 1995. Prior to that
he was an Area Manager for Novell Services, Inc. from March, 1992 through
August, 1994.



                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The information required by this Item is incorporated by reference to the
information under the caption "Stock Market Information" on page 12 of the 1997
Annual Report.


                                       6
<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA

     The information required by this Item is incorporated by reference to the
"Selected Financial Information", included on the inside cover of the 1997
Annual Report.


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     The information required by this Item is incorporated by reference to the
information under the same caption on page 6 of the 1997 Annual Report.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required by this Item is incorporated by reference to the
Consolidated Financial Statements appearing on pages 7 to 11 of the 1997 Annual
Report.



ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     Not applicable.



                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information with respect to the directors of the Company required to be
included pursuant to this Item 10 will be included under the caption "Election
of Directors - Director Compensation" in the Company's Proxy Statement, and is
incorporated in this Item 10 by reference. The information with respect to the
executive officers of the Company required to be included pursuant to this Item
10 is included under the caption "Executive Officers of the Company" in Part I
of this Annual Report on Form 10-K.


                                       7
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

     The information with respect to executive compensation required to be
included pursuant to this Item 11 will be included under the caption
"Compensation of Executive Officers-Certain Transactions" in the Proxy Statement
and is incorporated in this Item 11 by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information regarding security ownership of certain beneficial owners
and management that is required to be included pursuant to this Item 12 will be
included under the captions "Beneficial Ownership of More than 5% of the
Outstanding Common Stock" and "Beneficial Ownership of Management" in the Proxy
Statement and is incorporated in this Item 12 by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information with respect to any reportable transaction, business
relationship or indebtedness between the Company and the beneficial owners of
more than 5% of the Common Stock, the directors or nominees for director of the
Company, the executive officers of the Company or the members of the immediate
families of such individuals that is required to be included pursuant to this
Item 13 will be included under the caption "Compensation of Executive
Officers-Certain Transactions" in the Proxy Statement and is incorporated in
this Item 13 by reference.



                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  Financial Statements

     The following Financial Statements of JOULE Inc. and subsidiaries and
     Report of Independent Public Accountants are incorporated in Part IV by
     reference to the 1997 Annual Report.

          Report of Independent Public Accountants with respect to the financial
          statements for the fiscal years, 1997, 1996 and 1995, respectively.

          Consolidated Balance Sheets of September 30, 1997 and 1996,
          respectively.

          Consolidated Statements of Income for the Years Ended September 30,
          1997, 1996 and 1995, respectively.


                                       8
<PAGE>

          Consolidated Statements of Changes in Stockholders Equity for the
          Years Ended September 30, 1997, 1996 and 1995, respectively.

          Consolidated Statements of Changes in Cash Flows for the Years Ended
          September 30, 1997, 1996 and 1995, respectively.

          Notes to Consolidated Financial Statements.

The following financial statement schedules are included at the indicated page
in this Annual Report on Form 10-K and incorporated in this Item 14(a) by
reference:

          Report of Independent Public Accountants  as to Schedules......F-1

          Financial Statement Schedules:

               VIII - Valuation and Qualifying Accounts..................F-2

               IX   - Short-term Borrowings..............................F-3

All other schedules are omitted since they are not required or are not
applicable or since the information is furnished elsewhere in the financial
statements or notes thereto.

(b)  Reports on Form 8-K

     No reports on Form 8-K were filed during the last quarter of the period
covered by this report.


                                       9
<PAGE>

(c)  Exhibits

      3.1 --   Certificate of Incorporation, filed as Exhibit 3.1 to the
               Company's Registration Statement on Form S-1 (File No. 33-7617)
               under the Securities Act of 1933, as amended (the "Form S-1"),
               and incorporated herein by reference.

      3.2 --   By-laws, as amended, filed as Exhibit 3.2 to the Form S-1 and
               incorporated herein by reference.

      4.1 --   Loan and Security Agreement, dated as of February 20, 1991,
               between Registrant and United Jersey Bank Central, N.A., filed as
               Exhibit 4.1 to the Company's Annual Report on Form 10-K for the
               year ended September 30, 1991 and incorporated herein by
               reference.

      4.1a --       Third Modification and Extension Agreement, dated August 23,
                    1995, between Registrant and United Jersey Bank, filed as
                    Exhibit 4.1a to the Company's Annual Report on Form 10-k for
                    the year ended September 30, 1995 and incorporated herein by
                    reference.

      4.1b --       Fourth Modification and Extension Agreement dated February
                    6, 1996 between Registrant and United Jersey Bank, filed as
                    Exhibit 4.1b to the Company's Annual Report on form 10-K for
                    the year ended September 30, 1996 and incorporated herein by
                    reference.

      4.1c --       Fifth Modification and Extension Agreement dated May 31,
                    1996 between Registrant and United Jersey Bank, filed as
                    Exhibit 4.1c to the Company's Annual Report on form 10-K for
                    the year ended September 30, 1996 and incorporated herein by
                    reference.

      4.1d --       Sixth Modification and Extension Agreement dated May 31,
                    1997 between registrant and Summit bank.

                    The Company hereby agrees to furnish to the Commission upon
                    its request any instrument defining the rights of holders of
                    long-term debt of the Company and its consolidated
                    subsidiaries and for any of its unconsolidated subsidiaries
                    for which financial statements are required to be filed with
                    respect to long-term debt which does not exceed 10 percent
                    of the total assets of the registrant and its subsidiaries
                    on a consolidated basis.

     10.1 --   Lease Agreement, dated April 1, 1986, between Registrant and
               Emanuel N. Logothetis for premises at 362 Parsippany Road,
               Parsippany, New Jersey, filed as Exhibit 10.5 to the Form S-1 and
               incorporated herein by reference.


                                       10
<PAGE>

     10.2 --   Lease Agreement, dated January 1, 1987, between Registrant and E.
               N. Logothetis for Unit G, Mercerville Professional Park
               Condominiums, 2333 Whitehorse - Mercerville Road, Hamilton
               Township, New Jersey, filed as Exhibit 10.12 to the Company's
               Annual Report on Form 10-K for the year ended September 25, 1987
               and incorporated herein by reference.

     10.3* --  1988 Non-qualified Stock Option Plan, filed as Exhibit 10.13 to
               the Company's Annual Report on Form 10-K for the year ended
               September 30, 1991 and incorporated herein by reference.

     10.4* --  1991 Stock Option Plan, filed as Exhibit 10.11 to the Company's
               Annual Report on Form 10-K for the year ended September 30, 1991
               and incorporated herein by reference.

     13 --     Annual Report to Stockholders for the year ended September 30,
               1997.

     21 --     List of Subsidiaries.

     23 --     Consent of Independent Public Accountants

     27 --     Financial Data Schedule (in EDGAR filing only)

----------

     *    Compensatory Plan


                                       11
<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 to be signed on its
behalf by the undersigned, thereunto duly authorized. 

                                   JOULE INC.

Dated:  December 23, 1997               Emanuel N. Logothetis
                                        ---------------------
                                        Emanuel N. Logothetis,
                                        Chairman of the Board and President


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 indicated on December 23, 1997.



Emanuel N. Logothetis                   Bernard G. Clarkin
-------------------------------         ----------------------------------------
Emanuel N. Logothetis                   Bernard G. Clarkin
Chairman of the Board, President        Vice President and Chief Financial
(Principal Executive                    Director Officer (Principal Financial
Officer)                                Officer  and Accounting Officer)
                                        



Nick M. Logothetis
-------------------------------         ----------------------------------------
Nick M. Logothetis - Director           Steven Logothetis - Director



Richard Barnitt                         Paul De Bacco
-------------------------------         ----------------------------------------
Richard Barnitt- Director               Paul DeBacco - Director



-------------------------------         ----------------------------------------
Robert W. Howard - Director             Anthony Grillo - Director


                                       12
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To Joule Inc.:

We have audited in accordance with generally accepted auditing standards, the
financial statements included in Joule Inc. and subsidiaries annual report to
shareholders incorporated by reference in this Form 10-K, and have issued our
report thereon dated November 18, 1997. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedules listed in
the index above are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic financial statements.
These schedules have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.



                                               ARTHUR ANDERSEN LLP



Roseland, New Jersey
November 18, 1997


                                      F-1
<PAGE>

                                                                   SCHEDULE VIII

                           JOULE INC. AND SUBSIDIARIES

                VALUATION AND QUALIFICATION ACCOUNTS AND RESERVES

<TABLE>
<CAPTION>
                           BALANCE          CHARGED TO           CHARGED                              BALANCE
                           BEGINNING        COSTS AND            TO OTHER                             END OF
DESCRIPTION                OF PERIOD        EXPENSES             ACCOUNTS      DEDUCTIONS             PERIOD
-----------                ---------        --------             --------      ----------             ------
<S>                        <C>              <C>                     <C>         <C>                   <C>     
Allowance for
  doubtful accounts:

Years Ended:

  September 30, 1995       $186,000         $120,000                --          $166,000              $140,000

  September 30, 1996       $140,000         $109,000                --          $ 32,000              $217,000

  September 30, 1997       $217,000         $ 87,000                            $104,000              $200,000
</TABLE>


                                      F-2
<PAGE>

                                                                     SCHEDULE IX

                           JOULE INC AND SUBSIDIARIES

                              SHORT-TERM BORROWINGS

<TABLE>
<CAPTION>
                                                               WEIGHTED            MAXIMUM          AVERAGE           WEIGHTED     
                           CATEGORY OF                         AVERAGE             AMOUNT OF        AMOUNT            AVERAGE      
                           AGGREGATE                           INTEREST RATE       BORROWINGS       OUTSTANDING       INTEREST RATE
                           SHORT-TERM        BALANCE AT        AT END OF           DURING THE       DURING THE        DURING THE   
                           BORROWINGS        END OF YEAR       YEAR                YEAR             YEAR*             YEAR*        
                           -----------       -----------       -------------       ----------       -----------       -------------
<S>                           <C>             <C>                  <C>             <C>               <C>                  <C>  
YEARS ENDED

  SEPTEMBER 30, 1995          BANKS           $4,105,000           9.75%           $4,155,000        $3,472,000           10.0%

  SEPTEMBER 30, 1996          BANKS           $2,343,000           7.70%           $4,305,000        $3,027,000            8.75%

  SEPTEMBER 30, 1997          BANKS           $1,295,000           7.75%           $2,743,000        $2,070,000            7.83%
</TABLE>

*Average amount outstanding is based on daily averages. Weighted average
interest rate during each year is calculated by dividing interest expense on
short term borrowings by the average amount outstanding.


                                      F-3
<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number    Description of Exhibit                                           Page
------    ----------------------                                           ----

 3.1      Certificate of Incorporation, filed as Exhibit 3.1 to the          *
          Company's Registration Statement on Form S-1 (File No.     
          33-7617) under the Securities Act of 1933, as amended (the 
          "Form S-1"), and incorporated herein by reference.         

 3.2      By-laws, as amended, filed as Exhibit 3.2 to the Form S-1          *
          and incorporated herein by reference.                    

 4.1      Loan and Security Agreement, dated as of February 20, 1991,        *
          between Registrant and United Jersey Bank Central, N.A.,   
          filed as Exhibit 4.1 to the Company's Annual Report on Form
          10-K for the year ended September 30, 1991 and incorporated
          herein by reference.                                       

 4.1a     Third Modification and Extension Agreement, dated August 23,       *
          1995, between Registrant and United Jersey Bank, filed as   
          Exhibit 4.1a to the Company's Annual Report on Form 10-K for
          the year ended September 30, 1995 and incorporated herein by
          reference.                                                  

 4.1b     Fourth Modification and Extension Agreement dated February         *
          6, 1996 between Registrant and United Jersey Bank, filed as 
          Exhibit 4.1b to the Company's Annual Report on form 10-K for
          the year ended September 30, 1996 an incorporated herein by 
          reference.                                                  

 4.1c     Fifth Modification and Extension Agreement dated May 31,           *
          1996 between Registrant and United Jersey Bank, filed as    
          Exhibit 4.1c to the Company's Annual Report on form 10-K for
          the year ended September 30, 1996 and incorporated herein by
          reference.                                                  

 4.1d     Sixth Modification and Extension Agreement dated May 31,          18
          1997, between registrant and Summit bank.               

          The Company hereby agrees to furnish to the Commission upon
          its request any instrument defining the rights of holders of
          long-term debt of the Company and its consolidated
          subsidiaries and for any of its unconsolidated subsidiaries
          for which financial statements are required to be filed with
          respect to long-term debt which does not

<PAGE>

                                                                           Page
                                                                           ----

          exceed 10 percent of the total assets of the registrant and        *
          its subsidiaries on a consolidated basis.

10.1      Lease Agreement, dated April 1, 1986, between Registrant and       *
          Emanuel N. Logothetis for premises at 362 Parsippany Road,  
          Parsippany, New Jersey, filed as Exhibit 10.5 to the Form   
          S-1 and incorporated herein by reference.                   

10.2      Lease Agreement, dated January 1, 1987, between Registrant         *
          and E.N. Logothetis for Unit G, Mercerville Professional    
          Park Condominiums, 2333 Whitehorse - Mercerville Road,      
          Hamilton Township, New Jersey, filed as Exhibit 10.12 to the
          Company's Annual Report on Form 10-K for the year ended     
          September 25, 1987 and incorporated herein by reference.    

10.3**    1988 Non-qualified Stock Option Plan, filed as Exhibit 10.13       *
          to the Company's Annual Report on Form 10-K for the year    
          ended September 30, 1991 and incorporated herein by         
          reference.                                                  

10.4**    1991 Stock Option Plan, filed as Exhibit 10.11 to the              *
          Company's Annual Report on Form 10-K for the year ended 
          September 30, 1991 and incorporated herein by reference.

13        Annual Report to Stockholders for the year ended September        38
          30, 1997.                                                 

21        List of Subsidiaries                                              55

23        Consent of Independent Public Accountants                         57

27        Financial Data Schedule (in EDGAR Filing only)


          *   Incorporated by Reference
          **  Compensatory Plan