SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                   FORM 10-QSB


                       Pursuant to Section 13 or 15(d) of
                           the Securities Act of 1934

 For the Quarter Ended                                         Commission File
   February 28, 1999                                            Number 0-19796



                        AIRTECH INTERNATIONAL GROUP, INC.
               (Exact name of registrant as specified in charter)



      Wyoming                                                    98-0120805
------------------                                           ------------------
  (State or other                                               (IRS Employer
   jurisdiction of                                           Identification No.)
   incorporation)


                           15400 Knoll Trail, Ste 106
                               Dallas, Texas 75248
                    (address of Principal Executive Offices)

                                  972-960-9400
               (Registrant's telephone number including area code)


     Check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the exchange  Act 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 __________


     The  Registrant has 9,317,839  shares of common stock,  par value $0.01 per
share issued and outstanding as of February 28, 1999.

     Traditional Small Business Disclosure Format

                          Yes _____X_____ No __________






<PAGE>


                   Interactive Technologies Corporation, Inc.

                                Table of Contents


   PART I - FINANCIAL INFORMATION                                    Page No.


   Item 1.     Airtech International Group, Inc.                      1 - 9
                   Financial Statements (Unaudited)
               Balance Sheet as of  February 28, 1999
               Statement of Operations for the nine
                  months ended February 28, 1999 and 1998
               Statement of Operations for the three
                  months ended February 28, 1999 and 1998
               Statement of Cash Flows for the nine months
                    ended February 28, 1999 and  1998
               Notes to Financial Statements


   Item 2.   Management's Discussion and Analysis                        10


   PART II - OTHER INFORMATION


   Item 1.   Legal Proceedings                                       None

   Item 2.   Changes in Securities                                   None

   Item 3.   Defaults upon Senior Securities                         None

   Item 4.   Submission of Matters to a Vote of Security Holders     None

   Item 5.   Other Information                                       None

   Item 6.   Exhibits and Reports on Form 8-K                        None


   SIGNATURE PAGE                                                        12













<PAGE>



Part 1-Financial Information
       Item 1   Financial Statements



                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                FEBRUARY 28, 1999
                                    UNAUDITED

                                     Assets


Current assets:

    Cash                                                           $      1,905
    Accounts and note receivable, trade,
      net of $30,080 of allowance for
      uncollectible amounts                                             140,605
    Inventories                                                         236,624
    Prepaid expenses and other assets                                    42,517
                                                                        -------


           Total current assets                                         421,651
                                                                        -------

Property and equipment, at cost, net of
  $283,725 of accumulated
  depreciation                                                          134,870
                                                                        -------

Other assets:

    Organizational costs, net of $3,984
      of accumulated amortization                                         3,397
     Net assets of discontinued operations,
      Held for resale                                                 3,463,762
    Intellectual properties, net of $451,527
      of accumulated amortization                                    21,846,094
    Notes receivable, net of $0 of allowance
      for uncollectible amounts                                         899,833
    Other                                                               531,772
    Goodwill                                                          6,487,072
                                                                     ----------

                                                                     33,231,930
                                                                     ----------

                      Total Assets                                $  33,788,451
                                                                  =============




    The accompanying notes are an integral part of the financial statements.



                                       1
<PAGE>

                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                FEBRUARY 28, 1999
                                    UNAUDITED

                      Liabilities and Stockholders' Equity


Current liabilities:
    Accounts payable, trade                                      $   411,617
    Accrued expenses                                                  77,276
    Notes payable                                                     66,748
    Advances from officers                                            48,900
    Current portion of license rights
       payable                                                       210,077
                                                                   ---------

      Total current liabilities                                      814,618
                                                                   ---------

Long-term liabilities:
    License rights payable                                           329,923
    Notes payable                                                    277,185
    Deferred revenue                                                 400,000
    Deferred income tax payable                                    6,487,072
                                                                   ---------

                                                                   7,494,180
                                                                   ---------


Commitments and contingencies:                                             -

Stockholders' equity:
    Preferred stock Series M, $.001
      par value, 5,000,000 shares
      authorized, 1,143,000, shares
      issued and outstanding                                           1,143
    Common stock, $.05 par value
      50,000,000 shares authorized,
      9,317,839 shares issued
      and outstanding                                                465,892
    Paid in capital in excess of par                              37,819,189
    Accumulated deficit                                          (12,806,571)
                                                                 ------------

                                                                  25,479,653
                                                                 ------------

                                                                $ 33,788,451






    The accompanying notes are an integral part of the financial statements.


                                       2
<PAGE>

                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                  NINE MONTHS ENDED FEBRUARY 28, 1999 AND 1998
                                    UNAUDITED



                                                     1999             1998



Revenue                                          $   759,586     $        99

Cost of Goods Sold                                  (459,376)              -
                                                     -------         --------


     Gross income from operations                    300,210               99
                                                     -------         --------


Operating expenses:

   Depreciation                                       51,300           16,242
   Amortization                                      452,127          681,605
   Advertising                                        28,084
   General and administrative                      1,955,948          340,176
   Interest expense                                  181,226           36,793
                                                     -------           ------


                                                   2,668,685        1,074,816
                                                   ---------        ---------


Loss from operations                             ( 2,368,475)    (  1,074,717)


Estimated income taxes                                    -                -
                                                          -                -

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

Net loss                                        $( 2,368,475)   $(  1,074,717)
                                                =============   ==============







Net loss per share:

   Basic                                        $(      .30)    $(       .36)
   Diluted                                      $(      .30)    $(       .36)





    The accompanying notes are an integral part of the financial statements.


                                       3
<PAGE>


                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                  THREE MONTHS ENDED FEBRUARY 28, 1999 AND 1998
                                    UNAUDITED



                                                     1999            1998



Revenue                                          $   118,985      $    3,427

Cost of Goods Sold                                  (113,146)              -
                                                     -------        --------


     Gross income from operations                      5,839           3,347
                                                       -----        --------


Operating expenses:

   Depreciation                                       19,221          10,828
   Amortization                                      146,846         454,403
   Production costs                                    6,850               -
   General and administrative                      1,264,001         208,550
   Interest expense                                   10,409          24,529
                                                   ---------        --------

                                                   1,447,327         698,310
                                                   ---------        --------


Loss from operations                             ( 1,441,488)    (   694,963)


Estimated income taxes                                     0               0
                                                 -----------     ------------

Net loss                                        $( 1,441,488)   $(   694,963)
                                                =============   ============






Net loss per share:

   Basic                                        $(      .18)    $(       .23)
   Diluted                                      $(      .18)    $(       .23)





    The accompanying notes are an integral part of the financial statements.



                                       4
<PAGE>

                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED

NOTE 1 - NATURE OF OPERATIONS

Organization

     Airtech  International  Group,  Inc. (the Company) was  incorporated in the
state of Wyoming on August 8, 1991 as Interactive Technologies Corporation, Inc.
On May 31, 1998, the Company acquired all of the outstanding common stock shares
of  Airtech  International   Corporation,   Inc.  ("AIC"),   which  through  its
subsidiaries  manufacture  and sell  various  air  filtration  and  purification
products.  The total  purchase  price of  $22,937,760  was  funded  through  the
issuance of 10,500,000 of its common stock shares valued at $.625 per share, the
issuance of 11,858,016 of its Series A convertible preferred stock shares valued
at $.625 per share and the issuance of $9,000,000 of convertible debentures.

     The  transaction was accounted for using the purchase method of accounting.
Accordingly,  the purchase  price of the net assets  acquired has been allocated
among the net assets based on their relative fair values with $22,297,684 of the
purchase  price  allocated to  intellectual  properties  based on an independent
asset appraisal.

     On July 31, 1998 the Board of Directors of the Company exercised its option
and converted the convertible debentures and Series A preferred stock by issuing
24,929,440  shares of its  unissued  common  stock.  On  October  5,  1998,  the
Company's  shareholders approved a 5 for 1 reverse split of the Company's common
stock.

Consolidated principles

     The  accompanying  consolidated  financial  statements  include the general
accounts of the Company,  Syneractive  Technologies and AIC and its subsidiaries
for the nine months and three  months  ended  February  28,  1999.  All material
intercompany accounts and balances have been eliminated in the consolidation.

Impairment of long-lived assets

     Effective  January 1, 1996,  the Company  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to Be Disposed Of." This Statement
establishes  accounting  standards  for the  impairment  of  long-lived  assets,
certain identifiable intangibles and goodwill related to those assets to be held
and used,  and  long-lived  assets and certain  identifiable  intangibles  to be
disposed of. The Company periodically  evaluates,  using independent  appraisals
and projected  undiscounted  cash flows,  the carrying  value of its  long-lived
assets and certain identifiable  intangibles to be held and used whenever events
or changes in  circumstances  indicate that the carrying  amount of an asset may
not be recoverable. In addition,  long-lived assets and identifiable intangibles
to be disposed of are reported at the lower of carrying value or fair value less
cost to sell.

Amortization

     Organizational  costs are being  amortized using the  straight-line  method
over five years.

     License rights are being  amortized over the initial  five-year term of the
licenses.  Although they are renewable at no additional consideration,  there is
no guarantee the Company will renew these licenses. At fiscal year ended May 31,
1998 these assets were reclassified as assets of discontinued  operations,  held
for  resale.  For  the  nine  months  ended  February  28,  1999  no  additional
amortization was booked.





                                       5
<PAGE>

                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED

NOTE 1 - NATURE OF OPERATIONS (continued)

Inventories

     Inventories  are  carried  at the  lower  of cost or net  realizable  value
(market) and include  component parts used in the assembly of the Company's line
of air purification  units and filters and finished goods comprised of completed
products.  The costs of inventories  are based upon specific  identification  of
direct costs and allocable  costs of direct labor,  packaging and other indirect
costs.

Property and equipment

     Property and  equipment are stated at cost less  accumulated  depreciation.
Depreciation  of property and equipment is currently  being provided by straight
line  and  accelerated   methods  for  financial  and  tax  reporting  purposes,
respectively, over estimated useful lives of five years.

Capitalized software expenditures

     Software  and  trademark  costs are  amortized,  pursuant to  Statement  of
Financial  Accounting Standards No. 86, at an annual amount equal to the greater
of the amount  computed  using (a) the ratio that current gross revenues bear to
the  total  of  current  and  anticipated  future  gross  revenues  or  (b)  the
straight-line  method over a seven year estimated  economic life beginning April
18,  1996.  At May  31,  1998  these  assets  were  reclassified  as  assets  of
discontinued operations, held for resale.
No amortization was booked for the nine months ended February 28, 1999.

Intellectual properties

     In its  acquisition  of AIC  the  Company  purchased  certain  intellectual
properties.  Costs incurred by the Company in developing its products consisting
primarily of design,  testing and  completion of working  prototypes,  which are
considered patentable,  are capitalized and will be amortized over the estimated
useful life of the related  patents  once a unit has been placed in  production.
Accordingly,  the Company amortized  intellectual  properties by $451,527 during
the nine months ended February 28, 1999 for units placed in production.

Revenue recognition

     Sales are recorded at point and time of shipment

Advertising

     The  Company's  advertising  costs,  which consist of radio airtime for the
Rebate TV operations, are charged to expense when incurred.

Management estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash flow

     For purposes of the statement of cash flows,  cash includes demand deposits
and time  deposits  with  maturities  of less  than  three  months.  None of the
Company's cash is restricted.



                                       6
<PAGE>

                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED

NOTE 1 - NATURE OF OPERATIONS (continued)

Basis of financial presentation

Basic and  diluted  earnings  per share  amounts  are based upon  7,825,200  and
2,974,034,  respectively,  for nine  months  ended  February  28, 1999 and 1998,
weighted   average   shares  of  common  stock  and  common  stock   equivalents
outstanding.  No effect has been given to the assumed  exercise of stock options
and warrants as the effect would be antidilutive.

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared by Airtech  International  Group, Inc. (the "Company")  pursuant to the
rules  and  regulations  of the  Securities  and  Exchange  Commission.  Certain
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 management
believes that the disclosures are adequate to make the information presented not
misleading, it is suggested that these interim consolidated financial statements
be read in  conjunction  with the  Company's  most recent  audited  consolidated
financial  statements  and notes  thereto.  In the  opinion of  management,  all
adjustments  (which include only normal recurring  adjustments)  necessary for a
fair  presentation of the financial  position,  results of operations,  and cash
flows for the interim periods  presented have been made.  Operating  results for
the interim periods presented are not necessarily indicative of the results that
may be expected for the year ending May 31, 1999.

Stock Based Compensation

The Company measures  compensation cost for its stock based  compensation  plans
under the provisions of Accounting  Principles  Board Opinion No. 25 ("APB 25"),
"Accounting for Stock Issued to Employees." The difference,  if any, between the
fair  value of the stock on the date of grant  over the  exercise  price for the
stock is accrued over the related vesting period. SFAS No. 123,  "Accounting for
Stock-Based  Compensation," ("SFAS 123") requires companies electing to continue
to use APB 25 to account for its stock-based compensation plan to make pro forma
disclosures of net income and earnings per share as if SFAS 123 had been applied
(see Note J).

Earnings Per Share

Effective  December 15, 1997, the Financial  Accounting  Standards  Board issued
Statement  No.  128,  "Earnings  per  Share."  Statement  No. 128  replaced  the
previously  reported primary and fully diluted earnings per share with basic and
diluted earnings per share. Under the new requirements for calculating  earnings
per share,  the dilutive effect of stock options and other dilutive  instruments
will be excluded from basic  earnings per share but included in the  computation
of diluted earnings per share. All earnings per share amounts have been restated
so as to comply with Statement No. 128.

Accounting Estimates

In preparing  consolidated  financial  statements in conformity  with  generally
accepted accounting  principles,  management must make estimates based on future
events  that  affect  the  reported  amounts  of  assets  and  liabilities,  the
disclosure  of  contingent  assets  and  liabilities  as  of  the  date  of  the
consolidated  financial  statements,   and  revenues  and  expenses  during  the
reporting  period.  Actual results could vary from the estimates that were used.
In  particular,  management  continually  reviews  the  allowance  for  doubtful
accounts.  In considering the total allowance for doubtful accounts,  management
considers the payment history,  underlying  collateral value, and ability of the
optical practices to support the required payments to the Company.

Reclassifications

Certain  prior year amounts have been  reclassified  to conform with the current
year presentation.





                                       7
<PAGE>

                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED

NOTE 1 - NATURE OF OPERATIONS (continued)

Adoption of New Accounting Standards

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No.
130,  Reporting   Comprehensive  Income,  in  the  first  quarter  of  1998.  If
applicable,   the  Company  will  present  a  new   Consolidated   Statement  of
Comprehensive   Income   which  will  report  all   changes  in  the   Company's
stockholders'  equity other than transactions with  stockholders.  Comprehensive
income  pursuant to SFAS No. 130 would  include the Company's  consolidated  net
income,  as reported in the Consolidated  Statement of Operations,  plus the net
changes in the marketable  securities,  foreign currency translation and pension
liabilities components of stockholders' equity. Management does not believe this
statement will have an impact on its consolidated financial statements.

The Company will adopt SFAS No. 131, Disclosures about Segments of an Enterprise
and Related  Information,  for the purposes of its annual  financial  statements
effective for the year ending December 31, 1998. SFAS No. 131 will supersede the
business segment disclosure  requirements currently in effect under SFAS No. 14.
SFAS  No.  131,  among  other  things,   establishes   standards  regarding  the
information a company is required to disclose about its operating segments. SFAS
No. 131 also provides guidance regarding what constitutes a reportable operating
segment.  The Company is currently  evaluating the required segment  disclosures
pursuant to SFAS No. 131.

The Company will adopt the disclosure  requirements of SFAS No. 132,  Employer's
Disclosures  about Pensions and Other  Post-retirement  Benefits,  in the fourth
quarter of 1998. SFAS No. 132 revises  disclosure  requirements for such pension
and  post-retirement  benefit plans to, among other things,  standardize certain
disclosures  and eliminate  certain other  disclosures  no longer deemed useful.
SFAS No. 132 does not change the  measurement or  recognition  criteria for such
plans.  Management  does not believe this  statement  will have an impact on its
consolidated financial statements.

NOTE 2 - DEFERRED COMPENSATION

On January 31, 1999, the Company's  Board of Directors  approved the issuance of
1,583,332 shares of the Company's restricted common stock in payment of deferred
compensation  owed to the Company's CEO and its President.  As identified in the
Company's  10K for May 31,  1998,  the  Company is  obligated  under  employment
agreements  with  both the CEO and the  President  for  annual  compensation  of
$250,000 apiece.  Neither officer had received  compensation for the period from
June 1, 1997  through  December  31,  1998 for  deferred  compensation  totaling
$791,666.  In full settlement of the obligation for  compensation  deferred over
this period, 1,583,332 shares were issued at $0.50 per share. The obligation had
not been  previously  recorded  and  resulted  in an  increase  to  General  and
administrative expenses for the three months ended February 28, 1999.





                                       8
<PAGE>

                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED


NOTE 3 - YEAR 2000

The Company  believes all of its current  computer  systems and applications are
Year 2000 compliant.  In 1998, the Company plans to add  point-of-sale  software
throughout  its managed and owned  stores,  and this  software will be Year 2000
compliant.   The  Company  is  currently   investigating  for  compliance  other
significant  systems upon which it relies.  Management does not believe that its
cost of complying for the significant  systems will be material to the financial
condition of the Company.




































                                       9
<PAGE>
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

     The  Company's  operations  for the nine months  ended  February  28, 1999,
resulted in a net loss of $2,368,475, or $0.30 basic loss per share, compared to
a net loss of $1,074,717,  or $0.36 basic earnings per share, for the comparable
period in 1998.

     The  Company,   entirely  through  its  wholly-owned  subsidiary,   Airtech
International  Corporation,  Inc.  ("AIC")  had sales of  $759,586  for the nine
months ended February 28, 1999 primarily  composed of approximately  $275,000 of
sales  of  air  purification   equipment  and  approximately  $400,000  of  HVAC
contracting and installation and replacement of air filters, compared to Company
sales of $99 for the  comparable  nine months of 1998,  an increase of $759,487.
The Company also sold five new franchises in 1999.

     Airtech  sales  of  air  purification   equipment  reflect  initial  market
penetration  and  acceptance  of newly  introduced  units.  The  Company has had
success  selling  equipment  into  businesses  with  existing or pending bans on
smoking,  such as hotels and  restaurants.  The Company  continues to expect its
Model 950 being  developed as a Class II Medical Device for Medicare  recipients
will be approved and ready for sale into that market during  calendar year 1999.
Production of the Series 999 automobile unit for pre-sales  customer  testing is
occurring  in the spring of 1999 with orders  expected  before  fiscal year end.
Since its inception and during the research and development  phase,  the Company
shipped air purification units to more than one-hundred customers. The Company's
products  continue  to  have a high  rate of  acceptance  among  the  commercial
accounts to which the Company markets and while beta testing its new models.

     Cost of Goods Sold was  $459,376  compared to $0, for the nine months ended
February  28, 1999 and 1998,  respectively.  The Company  wrote down  $80,000 of
obsolete  inventories  at February  28, 1999  resulting in cost of goods for the
nine months at 60% of sales.  Without the  adjustment,  cost of goods sold would
have been 50% continuing toward Management's belief that cost of goods sold as a
percent of sales will  decrease to  approximately  40% in the future as sales of
air purification equipment comprises a larger percent of the Company's sales.

     Operating expenses increased $1,593,869,  or 148% for the nine months ended
February 28, 1999 compared to the same three  quarters in 1998.  The increase is
attributable to recording  approximately  $800,000 in deferred compensation owed
to two of the Company's officers, an approximately $150,000 increase in interest
expense  payable to  holders  of  debentures  issued in the  Airtech  merger and
approximately  $775,000  increase in general and  administrative  expenses.  The
increase in G&A was attributable to the increased size of wages, advertising, an
increase in reserve for doubtful  accounts and consulting  expenses  incurred by
the AIC subsidiary.

      The results of  operations  for the three months  ended  February 28, 1999
compared  to  February  28,  1998  are  largely  comparable  to the  results  of
operations for the nine months ended February 28.

      The Board of Directors  continues to consider  various  business  plans on
moving  forward  with the  Company's  subsidiary,  McCleskey  Sales and  Service
("MSS"). Due to historical losses at the subsidiary,  the Company terminated the
positions of the president and staff of MSS  effective  September 30, 1998.  The
Company expects to resolve this issue by fiscal year end.

Liquidity and Capital Resources

     During the nine months ended  February 28, 1999,  the Company  continued to
fund operations through revenues, private sales of securities and paying certain
debts and business  services in Company  common stock.  As of February 28, 1999,
the Company had  invested  $377,229 in accounts  receivable  and  inventory,  an
increase of $377,229 over February 28, 1998.  Likewise,  trade accounts  payable
increased $333,355 between the two periods.

     In June 1998,  the  Company  sold  530,000  shares of its common  stock for
$106,000.  Another  750,000 and 50,000 shares were issued for business  services
and in  settlement  of debts,  respectively.  In January,  1999,  the  Company's
subsidiary,  Airsopure,  Inc.,  entered  into an agreement to become the General
Partner  of the  Airsopure  999  Limited  Partnership.  The LP, a Texas  limited
partnership,  is not affiliated in any way with the Company or its subsidiaries.
The LP has  been  designed  to  raise  up to  $5,000,000  to  fund  development,
marketing and  production of the Company's  trunk mounted  automobile  unit, the
S-999.


                                       10
<PAGE>

     "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES  LITIGATION REFORM ACT
OF 1995 Statements  contained in this document which are not historical fact are
forward-looking statements based upon management's current expectations that are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially  from those set forth in or implied  by  forward-looking  statements.
These risks are described in the Company's Form 10-KSB for the fiscal year ended
May 31, 1998 filed with the Securities and Exchange Commission.
















































                                       11
<PAGE>
     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing and has duly caused this  registration  statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Dallas, State of Texas, on April 14, 1999.




                              AIRTECH INTERNATIONAL GROUP, INC.


                              by: /s/ CJ Comu
                              -----------------------------------
                                  CJ Comu, Chief Executive Officer



















                                       12
<PAGE>