THE KELLER MANUFACTURING

                                  COMPANY, INC.

                                       and

                                   subsidiary

                      Consolidated Financial Statements for

                the Years Ended December 31, 1999, 1998 and 1997

                                       and

                          Independent Auditors' Report


<PAGE>


INDEPENDENT AUDITORS' REPORT

Board of Directors

The Keller Manufacturing Company, Inc. and Subsidiary
Corydon, Indiana

We have  audited  the  accompanying  consolidated  balance  sheets of The Keller
Manufacturing Company, Inc. and subsidiary (the Company) as of December 31, 1999
and 1998,  and the  related  consolidated  statements  of income,  stockholders'
equity and cash flows for each of the three years in the period  ended  December
31, 1999.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material   respects,   the  consolidated   financial   position  of  The  Keller
Manufacturing  Company, Inc. and subsidiary as of December 31, 1999 and 1998 and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 1999 in conformity with  accounting  principles
generally accepted in the United States of America.

DELOITTE & TOUCHE LP
February 18, 2000
Louisville, Kentucky


<PAGE>

<TABLE>
<CAPTION>

THE KELLER MANUFACTURING COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998

<S>                                                                  <C>                <C>
                                                                      1999               1998

ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                           $ 2,840,242        $ 3,985,786
  Accounts receivable, less allowance for doubtful accounts of
   $257,000 (1999) and $291,000 (1998)                                  6,659,480          6,284,517
  Inventories                                                          17,693,432         16,066,490
  Current deferred tax asset                                              101,932            259,533
  Income taxes receivable                                                 430,445            278,862
  Other current assets                                                     81,888            536,924
                                                                      -----------         ----------

           Total current assets                                        27,807,419         27,412,112
                                                                      -----------         ----------

PROPERTY, PLANT AND EQUIPMENT - net                                    10,045,302          9,798,174

INVESTMENT SECURITY AVAILABLE FOR SALE                                                       500,000

PREPAID PENSION COSTS                                                   1,835,335          1,760,759
                                                                      -----------         ----------

TOTAL                                                                 $39,688,056        $39,471,045
                                                                      ===========        ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                    $ 1,670,349        $ 1,825,343
  Commissions, salaries and withholdings                                1,184,562          1,582,327
  Accrued vacation                                                        383,824            435,591
  Other current liabilities                                             1,037,096          1,410,341
                                                                      -----------         ----------

           Total current liabilities                                    4,275,831          5,253,602

LONG-TERM LIABILITIES -
  Deferred income taxes                                                 1,196,217          1,085,054
                                                                      -----------         ----------

           Total liabilities                                            5,472,048          6,338,656
                                                                      -----------         ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Common stock - no par value, authorized, 40,000,000 shares            1,712,638          1,437,276
  Retained earnings                                                    32,503,370         31,695,113
                                                                      -----------         ----------

           Total stockholders' equity                                  34,216,008         33,132,389
                                                                      -----------         ----------

TOTAL                                                                 $39,688,056        $39,471,045
                                                                      ===========        ===========

<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


THE KELLER MANUFACTURING COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


<S>                                                                    <C>               <C>              <C>
                                                                         1999             1998              1997

NET SALES                                                              $ 55,751,215      $ 60,144,243     $ 58,736,617

COST OF SALES                                                            41,335,806        43,076,105       40,955,515
                                                                       ------------      ------------     ------------

GROSS PROFIT                                                             14,415,409        17,068,138       17,781,102

SELLING, GENERAL AND ADMINISTRATIVE                                       8,257,146         7,897,383        8,834,796
                                                                       ------------      ------------     ------------

INCOME BEFORE INCOME TAXES                                                6,158,263         9,170,755        8,946,306

INCOME TAXES                                                              2,377,494         3,514,750        3,448,011
                                                                       ------------      ------------     ------------

NET INCOME                                                              $ 3,780,769       $ 5,656,005      $ 5,498,295
                                                                        ===========       ===========      ===========

NET INCOME PER SHARE OF COMMON  STOCK,
  basic and  dilutive -
  based on  weighted average number of shares outstanding
  of 5,753,211 (1999), 5,853,954 (1998), and 5,847,325 (1997)                $ 0.66            $ 0.97           $ 0.94
                                                                        ===========       ===========      ===========

<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>

<PAGE>



<TABLE>
<CAPTION>

THE KELLER MANUFACTURING COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


                                                              Common Stock

                                                   -----------------------------------
                                                                                            Retained
                                                          Shares          Amount            Earnings            Total

<S>                                                       <C>             <C>                <C>                <C>
BALANCE, JANUARY 1, 1997                                  5,855,319         $ 848,200        $ 23,270,008       $ 24,118,208

  Net income                                                                                    5,498,295          5,498,295
  Cash dividends declared ($.16 per share)                                                       (935,189)          (935,189)
  Stock issued as awards                                      7,770            53,495                                 53,495
  Stock issued under employee
    incentive plan                                           38,751           232,506                                232,506
  Redemption of common stock                                (59,905)           (7,352)           (517,912)          (525,264)
                                                          -----------     -------------      --------------     -------------

BALANCE, DECEMBER 31, 1997                                5,841,935         1,126,849          27,315,202         28,442,051

  Net income                                                                                    5,656,005          5,656,005
  Cash dividends declared ($.18 per share)                                                     (1,053,555)        (1,053,555)
  Stock issued as awards                                      3,111            38,369                                 38,369
  Stock issued under employee
    incentive plan                                           22,219           273,960                                273,960
  Redemption of common stock                                (15,498)           (1,902)           (222,539)          (224,441)
                                                          -----------     -------------      --------------     -------------

BALANCE, DECEMBER 31, 1998                                5,851,767         1,437,276          31,695,113         33,132,389


  Net income                                                                                    3,780,769          3,780,769
  Cash dividends declared ($.14 per share)                                                       (802,045)          (802,045)
  Stock issued as awards                                      2,600            26,000                                 26,000
  Stock issued under employee
    incentive plan                                           28,166           281,660                                281,660
  Redemption of common stock                               (263,170)          (32,298)         (2,170,467)        (2,202,765)
                                                          -----------     -------------      --------------     -------------

BALANCE, DECEMBER 31, 1999                                5,619,363       $ 1,712,638        $ 32,503,370       $ 34,216,008
                                                          ===========     =============      ==============     =============

<FN>

See notes to consolidated financial statements.
</FN>
</TABLE>




<PAGE>

<TABLE>
<CAPTION>

THE KELLER MANUFACTURING COMPANY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<S>                                                                           <C>             <C>            <C>
                                                                               1999            1998            1997

OPERATING ACTIVITIES:
  Net income                                                                  $ 3,780,769     $ 5,656,005    $ 5,498,295
  Adjustments to reconcile net income to net cash provided
   by operating activities:
    Depreciation                                                                1,655,277       1,539,708      1,335,774
    Deferred income taxes                                                         268,764          28,550        (28,549)
    Common stock awards                                                           307,660         312,329        286,001
    Changes in assets and liabilities:
      Accounts receivable                                                        (374,963)       (469,193)        36,478
      Inventories                                                              (1,626,942)       (887,879)    (1,678,870)
      Income taxes receivable                                                    (151,583)       (185,278)       (11,736)
      Other current assets                                                        455,036        (495,160)         3,079
      Prepaid pension costs                                                       (74,576)       (176,290)      (244,148)
      Accounts payable                                                           (154,994)       (384,755)       273,795
      Commissions, salaries and withholdings and accrued vacation                (449,532)       (195,052)        47,318
      Other current liabilities                                                  (373,245)       (251,465)      (263,783)
                                                                              -------------   -------------  ------------

           Net cash provided by operating activities                            3,261,671       4,491,520      5,253,654
                                                                              -------------   -------------  ------------

INVESTING ACTIVITIES:
  Purchases of property, plant and equipment                                   (1,902,405)     (2,630,027)    (2,199,514)
  Sale (purchase) of investment security available for sale                       500,000        (500,000)
                                                                              -------------   -------------  ------------

           Net cash used in investing activities                               (1,402,405)     (3,130,027)    (2,199,514)
                                                                              -------------   -------------  ------------

FINANCING ACTIVITIES:
  Redemption of common stock                                                   (2,202,765)       (224,441)      (525,264)
  Dividends paid                                                                 (802,045)     (1,053,555)      (896,811)
                                                                              -------------   -------------  ------------

           Net cash used in financing activities                               (3,004,810)     (1,277,996)    (1,422,075)
                                                                              -------------   -------------  ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                           (1,145,544)         83,497      1,632,065

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                    3,985,786       3,902,289      2,270,224
                                                                              -------------   -------------  ------------

CASH AND CASH EQUIVALENTS, END OF YEAR                                        $ 2,840,242     $ 3,985,786    $ 3,902,289
                                                                              ============   =============  =============

CASH PAID DURING THE YEAR FOR:
  Interest                                                                    $                   $ 9,059        $ 7,395
                                                                              ============   =============  =============
  Income taxes                                                                $ 2,240,800     $ 3,602,000    $ 3,506,100
                                                                              ============   =============  =============


<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>



<PAGE>


THE KELLER MANUFACTURING COMPANY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


1.    BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

      Business - The Company  operates  in one  business  segment,  which is the
      manufacturing  of dining  room and  bedroom  furniture.  Sales are made to
      retailers  located in  approximately 30 states across the United States on
      an unsecured basis.

      Basis of Presentation - The consolidated  financial statements include the
      accounts of The Keller  Manufacturing  Company,  Inc. and its wholly-owned
      subsidiary,  Keller  Dedicated  Transportation  Company.  All  significant
      intercompany transactions and balances have been eliminated.

      Revenue  Recognition  - Sales are recorded when goods are delivered to the
      customer.   The  Company  provides  for  estimated  customer  returns  and
      allowances by reducing sales in the period of the sale.

      Significant  Customers - The Company had one significant  customer,  which
      accounted for $8,850,701 (16%),  $7,727,102 (13%), and $9,937,000 (17%) of
      net  sales  and  percentage  of total  net  sales in 1999,  1998 and 1997,
      respectively.

      Cash and Cash  Equivalents - Cash and cash equivalents are defined as cash
      in banks and investment  instruments  having maturities of three months or
      less from their acquisition date.

      Inventories  -  Inventories  are  stated at the  lower of cost  (first-in,
      first-out method) or market.

      Property,  Plant,  and  Equipment - Property,  plant,  and  equipment  are
      recorded at cost.  Depreciation  is provided by the  straight-line  method
      over the estimated useful lives of the depreciable assets. Estimated lives
      are 30-40 years for buildings, and 3-15 years for machinery and equipment.

      Investment - The investment  security is an industrial revenue bond and is
      classified  as available  for sale.  The  investment  is reported at cost,
      which approximates its fair value. The bond was sold in 1999.

      Income  Taxes - The  Company  follows  SFAS 109 -  "Accounting  for Income
      Taxes,"  which  requires  the  recognition  of  deferred  tax  assets  and
      liabilities for the expected  future tax  consequences of events that have
      been  recognized in the  consolidated  financial  statements or income tax
      return.  In  estimating  future  tax  consequences,   SFAS  109  generally
      considers all expected  future events other than  enactments of changes in
      the tax laws or rates.

      Fair Value of  Financial  Instruments  - The fair values of the  Company's
      current assets and current liabilities approximate their reported carrying
      values, due to their short-term maturities.

      Recent  Accounting   Pronouncements  -  SFAS  No.  133,   "Accounting  for
      Derivative Instruments and Hedging Activities," establishes accounting and
      reporting standards for hedging activities and for derivative instruments,
      including  certain  derivative  instruments  embedded  in other  contracts
      (collectively  referred to as  derivatives).  It  requires  that an entity
      recognize all derivatives as either assets or liabilities in the statement
      of financial  position and measure those  instruments  at fair value.  The
      Company will adopt the new  standard in fiscal 2001.  The Company does not
      expect  adoption  of this  standard  will  have a  material  impact on its
      financial statements.


<PAGE>


      Use of  Estimates  - Financial  statements  prepared  in  conformity  with
      generally  accepted  accounting  principles  require  management  to  make
      estimates and  assumptions  that affect the reported  amount of assets and
      liabilities  and  disclosure of contingent  assets and  liabilities at the
      dates of the financial  statements,  and the reported  amounts of revenues
      and expenses  during the reporting  periods.  Actual  results could differ
      from these estimates.

      Reclassifications  -  Certain  reclassifications  have  been  made to 1998
      amounts to conform to the 1999 classifications.

2.    INVENTORIES


                                           1999               1998

Raw materials                       $ 6,211,692        $ 6,801,656
Work in process                       8,590,283          6,488,392
Finished goods                        2,891,457          2,776,442
                                    -----------        ----------

Total                               $17,693,432        $16,066,490
                                    ===========        ===========

3.    PROPERTY, PLANT AND EQUIPMENT

                                                 1999               1998

Land                                        $ 337,535          $ 338,835
Land improvements                             627,808            515,177
Buildings and leasehold improvements        7,322,681          6,633,339
Machinery and equipment                    13,144,207         11,985,601
Construction in progress                       26,130             83,004
                                         -------------       ------------

Total cost                                 21,458,361         19,555,956
Less accumulated depreciation             (11,413,059)        (9,757,782)
                                         -------------       ------------

Net                                      $ 10,045,302        $ 9,798,174
                                         =============       ============

4.    LINES OF CREDIT

      At December 31, 1999, the Company had unsecured line of credit  agreements
      that  provide  for  borrowings  up to an  aggregate  of  $5,000,000,  with
      variable  interest  rates based on prime rate of 8.5% at December 31, 1999
      or 200 Basic  Points in excess of the LIBOR rate of 6.5% at  December  31,
      1999 at year end,  through July 31, 2000.  There were no borrowings on the
      line of credit agreements at December 31, 1999 and 1998.


<PAGE>


5.    INCOME TAXES

      Income tax expense consists of:

                                             1999          1998            1997

Currently payable:
  Federal                             $ 2,016,918    $ 2,963,270    $ 2,955,076
  State                                    91,812        522,930        521,484
                                      -----------    -----------    -----------
     Total currently payable            2,108,730      3,486,200      3,476,560
                                      -----------    -----------    -----------

Deferred:
  Federal                                 249,950         24,268        (24,267)
  State                                    18,814          4,282         (4,282)
                                      -----------    -----------    -----------
     Total deferred                       268,764         28,550        (28,549)
                                      -----------    -----------    -----------

Total                                 $ 2,377,494    $ 3,514,750    $ 3,448,011
                                      ===========    ===========    ===========

      The state  income tax  expense  for 1999  includes  refunds of prior years
      state taxes paid. The tax effect of temporary  differences  that give rise
      to  significant  portions of the net deferred tax liability at December 31
      are as follows:


                                                             1999           1998

Current deferred tax asset -
  Allowance for doubtful accounts                      $  101,932     $  259,533
                                                       ==========     ==========
Noncurrent deferred tax liability:
  Pension costs                                        $  734,134     $  704,304
  Depreciation                                            304,869        253,803
  Other                                                   157,214        126,947
                                                       ----------     ----------
     Total noncurrent deferred tax liability           $1,196,217     $1,085,054
                                                       ==========     ==========

      The difference  between taxes  computed at the federal  statutory tax rate
and the Company's effective tax rate are as follows:


                                           1999       1998        1997

Statutory federal income tax rate         34.0 %      34.0 %      34.0 %
State taxes, net of federal income
  tax benefit                                5.0         5.0        5.0
Other                                       (0.4)       (0.7)      (0.5)
                                          -------     -------     ------


Effective income tax rate                 38.6 %      38.3 %      38.5 %
                                          =======     =======     ======


<PAGE>


6.    PENSION PLANS
<TABLE>
<CAPTION>

      The Company has a defined benefit plan that provides  retirement  benefits
      for  substantially  all  employees.  Annual  contributions  to the plan is
      sufficient to satisfy legal funding  requirements.  The changes in benefit
      obligations  and plan assets,  as well as the funded status of the plan at
      December 31, 1999 and 1998 were as follows:

<S>                                                    <C>             <C>
                                                          1999               1998

Change in benefit obligation:
Benefit obligation at beginning of year                $ 12,036,137    $ 10,689,931
Service cost                                                442,270         395,693
Interest cost                                               812,440         748,295
Benefits paid                                              (682,455)       (652,696)
Actuarial loss (gain)                                    (1,531,967)        854,914
                                                       ------------    ------------
Benefit obligation at end of year                      $ 11,076,425    $ 12,036,137
                                                       ============    ============

Change in plan assets:
Fair value of plan assets at the beginning of year     $ 11,771,910    $ 11,371,412
Actual return on plan assets                               (541,924)        664,151
Employer contributions                                      440,792         389,043
Benefits paid                                              (682,455)       (652,696)
                                                       ------------    ------------
Fair value of plan assets at the end of year           $ 10,988,323    $ 11,771,910
                                                       ============    ============

Funded status                                          $    (88,102)   $   (264,227)
Unrecognized net actuarial loss                           2,044,442       2,215,204
Unrecognized prior service cost                             (54,530)        (71,179)
Unrecognized net asset being amortized over 15 years        (66,475)       (119,039)
                                                       ------------    ------------
Prepaid pension cost                                   $  1,835,335    $  1,760,759
                                                       ============    ============
</TABLE>

      The  following  weighted-average  assumptions  were used to determine  the
Company's obligations under the plan:

Weighted-average assumptions as of December 31:

Discount rate                                        7.50 %          6.75 %
Expected return on plan assets                       7.50 %          7.50 %
Rate of compensation increase                        3.50 %          3.50 %
<TABLE>
<CAPTION>

      The components of net pension expense are as follows:

<S>                                                <C>          <C>          <C>
                                                        1999         1998         1997
Components of net periodic benefit cost:

  Service cost - benefits earned during the year   $ 442,270    $ 395,693    $ 343,521
  Interest cost on projected benefit obligation      794,068      729,347      695,651
  Expected return on plan assets                    (882,312)    (845,054)    (707,972)
  Net amortization and deferral                       12,190      (67,233)      35,329
                                                   ---------    ---------    ---------
  Net pension expense                              $ 366,216    $ 212,753    $ 366,529
                                                   =========    =========    =========
</TABLE>



<PAGE>


      The Company has implemented a defined  contribution savings plan under the
      provisions  of Section  401(k) of the Internal  Revenue Code that provides
      retirement   benefits  to  substantially  all  employees.   The  Company's
      contribution,  which is based upon the salary redirection contributions of
      the eligible employees, totaled approximately $38,000, $35,000 and $28,000
      in 1999, 1998 and 1997, respectively.

7.    LEASE COMMITMENTS

      The Company has operating  lease  agreements  for  marketing  showroom and
      trucking equipment.  The equipment lease requires additional rentals based
      upon miles driven at varying fixed rates per mile and requires the Company
      to pay for maintenance, tires, taxes, licenses and permits.

      Minimum annual rental payments are as follows:

Year Ended
December 31

2000                                                                 $ 828,520
2001                                                                   819,763
2002                                                                   794,980
2003                                                                   748,274
2004                                                                   623,840
2005 and thereafter                                                    458,243
                                                                    ----------

Total                                                               $4,273,620
                                                                    ==========

      Total rental expense was  approximately  $851,000  (including  $136,000 of
      contingent  rentals) for 1999,  $950,000  (including $98,000 of contingent
      rentals) for 1998 and $936,000  (including $143,000 of contingent rentals)
      for 1997.

8.    EMPLOYEE INCENTIVE AND AWARD PROGRAMS

      The  Company  has  incentive   programs  for  executives  and  key  middle
      management personnel.  The programs provide for payment of bonuses in cash
      and  common  stock in  amounts  not to exceed  12% of the  annual  pre-tax
      profits of the Company before interest expense and incentive expense.  The
      bonus  accrued  for  1999,  1998  and  1997  was  approximately  $815,000,
      $1,216,000 and $1,183,000,  respectively,  which represents the fair value
      of 31,139  (1999),  28,166 (1998) and 22,219 (1997) shares of common stock
      and the cash bonus.

      Additionally,   the  Company  has  award   programs   which   involve  the
      distribution  of common stock to employees  based on outstanding  service.
      The cost of  these  awards  for  1999,  1998  and  1997 was  approximately
      $26,000,  $38,000 and $53,000,  respectively,  which  represents  the fair
      value of 2,600 (1999) 3,111 (1998) and 7,770 (1997) shares of common stock
      issued.

9.    CONTINGENCY

      A claim by a former employee  alleging certain  employment issues has been
      asserted  against the Company.  The ultimate  cost to the Company from the
      claim is not  possible  to  predict  at this time and the claim may not be
      solved  for a  number  of  years.  It is  the  opinion  of  the  Company's
      management,  based upon the  information  available at this time, that the
      expected outcome of this matter will not have a material adverse effect on
      the  consolidated  results of operations  and financial  condition or cash
      flows of the Company.


<PAGE>


10.   EMPLOYEE HEALTH PLAN

      The Company has a medical  indemnity  plan providing  comprehensive  major
      medical benefits for eligible  employees and retirees and members of their
      immediate families  (participants) and is subject to the provisions of the
      Employee   Retirement   Income   Security  Act  of  1974.   The  Company's
      contribution,  which is based upon the contributions of currently employed
      participants  and any  additional  amounts  required to pay  benefits  for
      participants,  totaled  approximately  $756,000,  $818,000 and $573,000 in
      1999, 1998 and 1997, respectively.

11.   STOCK OPTION PLAN

      In January  1999, a stock option plan for eligible  employees was approved
      by the Company.  Under the terms of the plan, the Company is authorized to
      grant options of common shares,  not to exceed 200,000 shares, to eligible
      employees and members of the Board of Directors.  Options  outstanding are
      generally exercisable immediately upon grant date. All options expire four
      years after the date of the grant.

      During 1999,  34,700  shares were granted of which 850 were  forfeited.  A
      total of 33,850 shares at an average  option price per share of $8.00 were
      exercisable  and  166,150  shares  were  available  for  future  grants at
      December 31, 1999.

      The weighted average fair value of options granted during 1999 was $3.75.

      The fair value of each stock option grant in 1999 was  estimated as of the
      date of the grant using the  Black-Scholes  option-pricing  model with the
      following  assumptions:  dividend yield of .44%; volatility factor of 43%;
      risk-free interest rate of 6.58%; and expected life of 4 years.

      In accordance with APB 25, "Accounting for Stock Issued to Employees", the
      Company has not  recognized  any  compensation  cost for the stock  option
      plan.  Had  compensation  cost for the  Company's  stock  option plan been
      determined  based on the fair value at the grant date for awards under the
      plan  consistent  with  the  method  of  SFAS  No.  123,  "Accounting  for
      Stock-Based Compensation," the Company's net income and earnings per share
      would have been reduced to the pro forma amounts indicated below:


                                                          1999

Net income                     As reported           $3,780,769
                               Pro forma             $3,653,864

Earnings per share             As reported               $ 0.66
                               Pro forma                 $ 0.64

      The  effects of  applying  SFAS 123 in this pro forma  disclosure  are not
indicative of future amounts.