U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]     QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
        ACT OF 1934

        For the quarterly period ended September 30, 1997

                                       OR

[_]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
        ACT OF 1934

        For the transition period from ____________ to ____________

                          Commission File No.: 0-13117

                                MICROFRAME, INC.
                                ----------------
              (Exact Name of Small Business Issuer in Its Charter)


           New Jersey                                    22-2413505
           ----------                                    ----------
(State or Other Jurisdiction of             (IRS Employer Identification Number)
 Incorporation or Organization)

                   21 Meridian Road, Edison, New Jersey 08820
                   ------------------------------------------
                    (Address of Principal Executive Offices)

                                 (732) 494-4440
                   ------------------------------------------
                (Issuer's telephone number, including area code)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

Yes  [X]            No  [_]


There were 4,839,303 shares of Common Stock outstanding as of November 6, 1997.

Transitional Small Business Disclosure Format:

Yes  [_]            No [X]





<PAGE>


                         MICROFRAME, INC. AND SUBSIDIARY

                                   FORM 10-QSB

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1997



PART I.      FINANCIAL INFORMATION                                          Page

Item 1.      Condensed Consolidated Financial Information                    2

             Condensed Consolidated Balance Sheets as of 
             September 30, 1997 and March 31, 1997 (Unaudited)               3

             Condensed Consolidated Statements of Operations 
             for the Three and Six Months Ended September 30, 
             1997 and 1996 (Unaudited)                                       4

             Condensed Consolidated Statements of Cash Flows 
             for the Six Months Ended September 30, 1997 
             and 1996 (Unaudited)                                            5

             Notes to Condensed Consolidated Financial 
             Statements (Unaudited)                                        6-7

Item 2.      Management's Discussion and Analysis or Plan of Operation    8-10

PART II.     OTHER INFORMATION

Item 4.      Submissions of Matters to a Vote of Security Holders           11

Item 5.      Other Information                                              11

Item 6.      Exhibits and Reports on Form 8-K                               12


SIGNATURES                                                                  13





<PAGE>



                          PART I. Financial Information



Item 1.    Condensed Consolidated Financial Information.
           ---------------------------------------------
    

           The condensed  consolidated financial statements included herein have
been  prepared  by the  registrant  without  audit  pursuant  to the  rules  and
regulations of the Securities and Exchange  Commission.  Although the registrant
believes that the disclosures are adequate to make the information presented not
misleading,  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.  It is suggested that these condensed financial  statements be read
in  conjunction  with the audited  financial  statements  and the notes  thereto
included  in the  registrant's  Annual  Report on Form 10-KSB for the year ended
March 31, 1997.




                                       2
<PAGE>

MicroFrame, Inc. and Subsidiary
Condensed Consolidated Balance Sheets
(unaudited)
<TABLE>
<CAPTION>
                                                                           September 30,     March 31,
                                                                                 1997           1997
                                                                             -----------    -----------
<S>                                                                          <C>            <C>        
                                     ASSETS
Current assets
   Cash and cash equivalents                                                 $   386,385    $   539,214
   Accounts receivable, less allowance for doubtful
      accounts of $100,000 and $100,000                                        1,903,131      1,898,810
   Inventory, net                                                              1,086,630      1,030,343
   Deferred tax asset                                                            321,737        314,242
   Prepaid expenses and other current assets                                     201,693        120,990
                                                                             -----------    -----------
      Total current assets                                                     3,899,576      3,903,599

   Property and equipment at cost, net of Accumulated Depreciation
      and Amortization of $839,013 and $738,635                                  315,514        343,123
   Capitalized software, less accumulated amortization
      of $910,223 and $812,257                                                   307,509        315,568
   Goodwill, less accumulated amortization of $20,355 and $16,230                 81,255         85,380
   Security deposits                                                              36,740         34,703
                                                                             -----------    -----------
      Total assets                                                           $ 4,640,594    $ 4,682,373
                                                                             ===========    ===========

                         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
   Currnt Portion of Long-trem Debt                                          $    32,643    $    42,266
   Accounts payable                                                              589,950        361,537
   Accrued payroll and related liabilities                                       202,457        280,512
   Deferred income                                                               217,276        268,518
   Other current liabilities                                                     210,676        255,346
                                                                             -----------    -----------
      Total current liabilities                                                1,253,002      1,208,179
                                                                             -----------    -----------


Deferred tax liabilities                                                         172,852        173,077
Long-term debt                                                                    19,205         30,398
Committments and contingencies
Stockholders' equity
   Common stock - par value $.001 per share; authorized 50,000,000 shares,
      issued 4,839,703 shares and outstanding 4,839,303 shares at
      September 30, 1997; issued 4,839,203 shares and
      outstanding 4,838,803 shares at March 31, 1997                               4,839          4,839
   Preferred stock - par value $10 per share;
      authorized 200,000 shares, none issued
   Additional paid-in capital                                                  6,213,452      6,212,828
   Accumulated deficit                                                        (3,018,756)    (2,942,948)
                                                                             -----------    -----------
                                                                               3,199,535      3,274,719
   Less - Treasury stock, 400 shares, at cost                                     (4,000)        (4,000)
                                                                             -----------    -----------
      Total stockholders' equity                                               3,195,535      3,270,719
                                                                             -----------    -----------

      Total liabilities and stockholders' equity                             $ 4,640,594    $ 4,682,373
                                                                             ===========    ===========
</TABLE>

         The accompanying notes are an integral part of these condensed
                        consolidated financial statements


                                        3
<PAGE>



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

<TABLE>
<CAPTION>
                                                             Three Months Ended              Six Months Ended
                                                                 September 30,                 September 30,
                                                              1997           1996           1997           1996
                                                          -----------    -----------    -----------    ------------
<S>                                                       <C>            <C>            <C>            <C>        
Net sales                                                 $ 2,281,727    $ 1,661,176    $ 4,018,273    $ 3,437,511

Cost of sales                                               1,046,052        648,831      1,787,098      1,253,890
                                                          -----------    -----------    -----------    ------------

Gross Margin                                                1,235,675      1,012,345      2,231,175      2,183,621

   Research and development expenses                          180,796        204,060        467,348        428,010
   Selling, general and administrative expenses               966,731        779,724      1,853,922      1,683,019
                                                          -----------    -----------    -----------    ------------

Income (loss) from operations                                  88,148         28,561        (90,095)        72,592
Interest income                                                 3,559         10,833          9,204         21,101
Interest expense                                               (1,213)        (6,669)        (2,637)       (20,868)
                                                          -----------    -----------    -----------    ------------

Income (loss) before income tax provision(benefit)             90,494         32,725        (83,528)        72,825
Income tax provision(benefit)                                  12,501              0         (7,720)             0
                                                          -----------    -----------    -----------    ------------
Net income (loss)                                         $    77,993    $    32,725    $   (75,808)   $    72,825
                                                          ===========    ===========    ===========    ============

Per share data
Primary
   Net income (loss) per share                            $         0.02 $         0.01 $        (0.01)$               0.01
                                                          -----------    -----------    -----------    ------------

   Weighted average number of common shares outstanding     4,839,703      4,823,524            N/A       4,883,704
                                                          -----------    -----------    -----------    ------------
</TABLE>



         The accompanying notes are an integral part of these condensed
                        consolidated financial statements

                                       4
<PAGE>


MicroFrame, Inc. and Subsidiary
Condensed Consolidated Statements of Cash Flows
(unaudited)

<TABLE>
<CAPTION>
                                                                 Six Months Ended
                                                                   September 30,
                                                                1997           1996
                                                            -----------    -----------
<S>                                                         <C>            <C>        
Cash flows from operating activities
Net income (loss)                                           $   (75,808)   $    72,825
Adjustments to reconcile net income (loss)  to net cash
  provided by operating activities
   Depreciation and amortization                                202,469        177,845
   Provision for bad debts                                            0         31,646
   Provision for inventory obsolescence                               0         17,500
   Deferred tax provision                                        (7,720)             0
   (Increase) decrease in
      Accounts receivable                                        (4,321)       272,310
      Inventory                                                 (56,287)      (157,249)
      Prepaid expenses and other current assets                 (80,703)       (45,215)
      Security deposits                                          (2,037)            90
   Increase (decrease) in
      Accounts payable                                          228,413       (140,433)
      Accrued payroll and related liabilities                   (78,055)       (50,027)
      Deferred income                                           (51,242)       (11,526)
      Other current liabilities                                 (44,670)      (105,080)
                                                            -----------    -----------
      Net cash provided by operating activities                  30,039         62,686
                                                            -----------    -----------

Cash flows from investing activities
   Capital expenditures                                         (72,769)       (68,913)
   Capitalized software                                         (89,907)      (125,831)
                                                            -----------    -----------
      Net cash used in investing activities                    (162,676)      (194,744)
                                                            -----------    -----------

Cash flows from financing activities
   Repayments of debt                                           (20,816)      (519,081)
   Issuance of common stock                                         624      1,331,933
                                                            -----------    -----------
      Net cash provided by (used in) financing activities       (20,192)       812,852
                                                            -----------    -----------

Net increase (decrease) in cash and cash equivalents           (152,829)       680,794
Cash and cash equivalents - beginning of period                 539,214         48,302
                                                            -----------    -----------
Cash and cash equivalents - end of period                   $   386,385    $   729,096
                                                            ===========    ===========
</TABLE>

         The accompanying notes are an integral part of these condensed
                        consolidated financial statements

                                       5

<PAGE>



                         MICROFRAME, INC. AND SUBSIDIARY
                         NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1997
                                   (Unaudited)


NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

The condensed consolidated balance sheets as of September 30, 1997 and March 31,
1997, the condensed consolidated  statements of operations for the three and six
month periods ended  September 30, 1997 and 1996 and the condensed  consolidated
statements  of cash  flows  for the six  month  periods  then  ended,  have been
prepared  by the  Company  without  audit.  In the  opinion of  management,  all
adjustments (which include only normal recurring  adjustments) necessary for the
fair presentation of the Company's financial position, results of operations and
cash flows at September 30, 1997 and 1996 have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  It is suggested that these condensed  financial
statements be read in  conjunction  with the audited  financial  statements  and
notes  thereto  included in the annual  report on Form 10-KSB for the year ended
March 31, 1997.


NOTE 2 - INVENTORY:

Inventory consists of the following:

                                            September 30, 1997   March 31, 1997
                                                 -----------      -----------
            Raw materials                        $   859,198      $   825,583
            Work in process                          400,731          374,802
            Finished goods                            26,701           29,958
                                                 -----------      -----------
                                                   1,286,630        1,230,343
            Less, allowance for obsolescence        (200,000)        (200,000)
                                                 -----------      -----------
                      Total                      $ 1,086,630      $ 1,030,343
                                                 ===========      ===========


NOTE 3 - RELATED PARTY TRANSACTIONS:

In August 1997,  the Company and one of its  officers  entered into an agreement
whereby a $20,000  advance  received by the officer was converted  into a demand
note payable bearing  interest at the prime rate plus 1%. The note may be repaid
from time to time  however  the entire  balance is due upon the  earlier of; the
officer's cessation of employment or March 31, 1999. At September 30, 1997, this
amount is included in Prepaid expenses and other current assets.






                                       6
<PAGE>



NOTE 4 - EARNINGS PER SHARE:

The  computation  of earnings per common and common  equivalent  shares is based
upon the weighted average number of common shares  outstanding during the period
plus,  in periods in which  they have a  dilutive  effect,  the effect of common
stock  equivalents,  comprised of outstanding stock options and warrants.  Fully
diluted  earnings  per  share  also  reflect  additional   dilution  related  to
outstanding  stock  options due to the use of the market price at the end of the
period, when higher than the average price for the period. Net loss per share is
based on the number of common shares outstanding at the end of the period.

NOTE 5 - RECENT PRONOUNCEMENTS:

In fiscal 1998,  the Company is required  adopt the  provisions of the Financial
Accounting  Standards Board issued Statement of Financial  Accounting  Standards
No. 128,  "Earnings Per Share"  ("SFAS  128"),  which is effective for financial
statements  for  annual  periods  ending  after  December  15,  1997.  SFAS  128
establishes   standards  for  the   computation,   presentation  and  disclosure
requirements  for  earnings  per share.  The  adoption  of this  standard is not
expected to have a material impact on the Company's earnings per share.

In fiscal 1998,  the Company is require to adopt the provisions of the Financial
Accounting  Standards Board issued Statement of Financial  Accounting  Standards
No. 131,  "Segment  Reporting"  ("SFAS  131"),  which is effective for financial
statements  for  annual  periods  ending  after  December  15,  1997.  SFAS  131
establishes  standards  for the  disclosure  requirements  relative to operating
segments. The Company is currently evaluating the disclosure requirements of the
recently issued statement.





                                       7
<PAGE>



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

           A number of statements  contained in this report are  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 that involve  risks and  uncertainties  that could cause actual  results to
differ materially from those expressed or implied in the applicable  statements.
These  risks and  uncertainties  include,  but are not  limited  to,  the recent
introduction of, and the costs  associated with, a new product line;  dependence
on the acceptance of this new family of products; risks related to technological
factors;  potential manufacturing  difficulties;  dependence on third parties; a
limited customer base; and liability risks.


Results of Operations
---------------------


           Revenues for the quarter ended  September 30, 1997 were $2,281,727 as
compared with revenues of $1,661,176 for the same quarter of the previous fiscal
year,  or an increase of  approximately  37%. The increase was  primarily due to
increased  international  shipments of the Company's Sentinel 2000 product.  The
Company  continued  to see  interest  in the other  member of the  family of SNS
products, the Manager 2000.

           The  Company's  revenues  were  positively  impacted  as a result  of
shipments to the European  market,  including  shipments under its contract with
PTT Holland.  Shipments to Europe were  approximately  $1,000,000  for the three
months  ended  September  30, 1997  compared to $165,000  for the quarter  ended
September  30,  1996.  The Company is  aggressively  pursuing  customers in this
market place.

           The  Company's  cost of goods sold  increased  from  $648,831 for the
quarter ended  September 30, 1996 to $1,046,052 for the quarter ended  September
30, 1997 as a result of increased  business.  Cost of goods sold as a percentage
of sales increased from 39% for the previous comparable fiscal period to 45% for
this fiscal  period,  due to the fact that the company is still  experiencing  a
shift from its mature  product lines to the newer  Sentinel  product  line.  The
Company  continues to focus on lowering the costs related to the newer  products
as they begin to mature and will eventually see the benefits from  manufacturing
efficiencies.

           Research  and  development  expenses,  net  of  capitalized  software
development,  remained  relatively constant with a slight decrease from $204,060
in the quarter  ended  September  30,  1996 to  $180,796  in the current  fiscal
quarter. Research and development expenses as a percentage of revenues decreased
from 12% to 8%.,  primarily  due to  increased  revenues in the  current  fiscal
period. Selling, general and administrative expenses increased approximately 23%
from $779,724 for the prior year's  comparable fiscal period to $966,731 for the
fiscal period ended September 30, 1997. This increase  represents  lower general
and  administrative  costs offset by increases in the Company's selling expenses
including an increase in the number of direct sales  people,  as we embark on an
aggressive growth plan. The Company  anticipates  seeing increased revenues as a
result of these increased  selling  expenses in the third and fourth quarters of
this fiscal year.

           The Company's  income from  operations  increased 134% to $88,148 for
the three  months  ended  September  30,  1997  compared to $28,561 for the same
period a year ago. Due to increased  sales,  the reduction in interest  costs to
the Company and the provision for income tax of $12,501,  the net income for the
period ended September 30, 1997 increased 138% to $77,993 compared to net income
of $32,725 for the  quarter  ended  September  30,  1996.  At March 31, 1997 the
Company had provided a partial valuation allowance against its existing deferred
tax assets. At September 30, 1997 the Company has reversed approximately $16,700
of valuation  allowance relating to its net operating losses and it has recorded
a benefit for other operational temporary difference items. The expiration dates
for its net operating losses range from the years 2001 through 2011.




                                       8
<PAGE>




First Six Months of Fiscal 1998 Versus First Six Months Fiscal 1997
-------------------------------------------------------------------

           Revenues for the six months ended  September 30, 1997 were $4,018,273
as  compared  with  revenues  of  $3,437,511  for the  comparable  period of the
previous fiscal year, or an increase of  approximately  16%. This improvement is
due to the success of the Company's  new flagship  product,  the Sentinel  2000,
increased  shipments  into  the  European  market,  and the  expanding  domestic
customer base.

           The  Company's  revenues for the six months ended  September 30, 1997
were  positively  impacted  as a result of  shipments  to the  European  market,
including  shipments  under its contract  with PTT Holland.  Shipments to Europe
were  approximately  $1,025,000  for the six months  ended  September  30,  1997
compared to $368,000 for the six months ended September 30, 1996. The Company is
aggressively pursuing customers in this market place.

           The  Company's  cost of goods sold  increased to  $1,787,098  for the
quarter ended  September  30, 1997 compared to $1,253,890  for the quarter ended
September 30, 1996 as a result of increased shipment levels.  Cost of goods sold
as a percentage of sales increased from 36% for the previous  comparable  fiscal
period to 44% for this  fiscal  period,  primarily  due to the  increased  sales
volume of the Company's newer product line. The Company expects to see increased
benefits as the products  mature and by  continuing  to improve  purchasing  and
materials management systems.

           Research  and  development  expenses,  net  of  capitalized  software
development,  increased from $428,010 in the six months ended September 30, 1996
to $467,348 in the  current  fiscal  period,  an  increase of 9%.  Research  and
development expenses as a percentage of revenues remained relatively constant at
approximately 12%. Selling,  general and  administrative  expenses increased 10%
from $1,683,019 for the prior year's  comparable fiscal period to $1,853,922 for
the six months ended  September 30, 1996. This increase was primarily the result
of added sales  personnel  in the second  quarter.  However as a  percentage  of
revenues,  selling,  general and administrative  expenses decreased from 48% for
the previous period to 46% for the current fiscal period.

           The Company's had a loss before interest and taxes of $90,095 for the
six months ended September 30, 1997 compared to income of $72,825 during the six
months ended September 30, 1996, primarily due to increased Selling expenses and
reduced  margins on its newer product lines.  The Company  expects that benefits
will arise as a result of the  increase in the sales force as well as  increased
volumes and manufacturing  efficiencies  gained thereby as the products continue
to mature.  The net loss for the period was  $75,808  compared  to net income of
$72,825  for the same  period in 1996.  At  September  30,  1997 the Company has
provided a full valuation  allowance against any benefits arising out of the net
loss  for  the  period,  while  it  has  recorded  partial  benefits  for  other
operational temporary difference items. The current expiration dates for its net
operating losses range from the years 2001 through 2011. The Company's available
unused loss carryforwards and its fully provided valuation allowance against its
existing  deferred  tax  assets  allows it to record  no  income  tax  provision
currently.


Financial Condition and Capital Resources
-----------------------------------------

           During the first six months of fiscal year 1998, the Company recorded
a net loss of approximately $76,000. Included in this loss were non-cash charges
of approximately $202,000 for depreciation and amortization. As a result, during
the first six months of fiscal  year 1998,  the  Company's  financial  condition
remained relatively stable.

             The Company's  operations provided  approximately  $17,500 of cash,
which  included a use of cash of  approximately  $55,000 to satisfy its New York
State tax settlement.  The Company also utilized  approximately $150,000 of cash
for capital and software-related expenditures and utilized approximately $20,000
of cash to pay down its long-term debt.

           On August 30,  1997,  the  Company's  line of credit  agreement  with
United  National  Bank of  Bridgewater,  New  Jersey  expired.  The  Company  is
currently  negotiating  with several  institutions  including United National to
provide the Company with



                                       9
<PAGE>



a  $1,000,000  line of credit,  collateralized  by  accounts  receivable  of the
Company, to finance future working capital requirements.  The Company expects to
close this line in November 1997.

             Based on its current cash and working capital position,  as well as
its  available  line of credit  expected  to be in place in November  1997,  the
Company  believes that it will have  sufficient  capital to meet its operational
needs over the next twelve months.

             In fiscal 1998, the Company is required adopt the provisions of the
Financial  Accounting  Standards Board issued Statement of Financial  Accounting
Standards No. 128,  "Earnings  Per Share"  ("SFAS 128"),  which is effective for
financial statements for annual periods ending after December 15, 1997. SFAS 128
establishes   standards  for  the   computation,   presentation  and  disclosure
requirements  for  earnings  per share.  The  adoption  of this  standard is not
expected to have a material impact on the Company's earnings per share.

In fiscal 1998,  the Company is require to adopt the provisions of the Financial
Accounting  Standards Board issued Statement of Financial  Accounting  Standards
No. 131,  "Segment  Reporting"  ("SFAS  131"),  which is effective for financial
statements  for  annual  periods  ending  after  December  15,  1997.  SFAS  131
establishes  standards  for the  disclosure  requirements  relative to operating
segments. The Company is currently evaluating the disclosure requirements of the
recently issued statement.





                                       10
<PAGE>



                           PART II. Other Information




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

           The  Annual  Meeting  of  Shareholders  of the  Company  was  held on
           September  15, 1997.  At such meeting the  shareholders  approved the
           following matters:

           PROPOSAL 1. Election of the following individuals as directors of the
           Company for a term of one year, which constitutes the entire Board of
           Directors of the Company:

           Stephen  M.  Deixler,  Stephen  B.  Gray,  David  I.  Gould,  Michael
           Radomsky, William H. Whitney and Stephen P. Roma

           PROPOSAL 2.  Ratification  of the Board of  Directors'  selection  of
           Coopers & Lybrand L.L.P. as the Company's independent accountants for
           the fiscal year ending March 31, 1998

           Set forth below are the votes for,  withheld,  against and abstaining
           from each of the proposals listed above:

                     Proposal     For          Withheld     Against     Abstain

1.         Stephen M. Deixler     2,750,351    12,700
           Stephen B. Gray        2,758,551     4,500
           David I. Gould         2,750,351    12,700
           Michael Radomsky       2,750,351    12,700
           William H. Whitney     2,758,551     4,500
           Stephen P. Roma        2,758,351     4,700
           Alexander Stark        2,758,351     4,700

2.         Coopers & Lybrand      2,758,241                  4,450      360
           L.L.P.

ITEM 5.    OTHER INFORMATION

           On September  15, 1997, at the Board of Directors  meeting  following
           the Annual Meeting of  Shareholders,  the Company's  current officers
           were  re-elected  for a one year term  commencing as of such date. In
           addition, Stephen P. Roma, David I. Gould and Stephen M. Deixler were
           re-elected  as members  of the  Company's  Compensation/Stock  Option
           Committee,  Audit  Committee and Nominating  Committee for a one-year
           term commencing as of such date.  Stephen M. Deixler,  Alan Stark and
           David I. Gould were re-elected to the Strategic  Steering and Mergers
           and Acquisitions  committee for a one-year term commencing as of such
           date.







                                       11
<PAGE>




Item 6.    Exhibits and Reports on Form 8-K


           (a)        Exhibits:

                      27.        Financial Data Schedule


           (b)        Reports on Form 8-K:

                                 No Reports on Form 8-K were filed.





                                       12
<PAGE>



                                   SIGNATURES


           In accordance with the requirements of the Securities Exchange Act of
1934,  the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date:  November 6, 1997



                                  MICROFRAME, INC.





                                  /s/ Stephen B. Gray
                                  -----------------------------
                                  Stephen B. Gray,  President, Chief Executive
                                  Officer and Chief Operating Officer


                                  /s/ John F. McTigue
                                  -----------------------------
                                  John F. McTigue, Chief Financial
                                  Officer and Treasurer (Principal Financial
                                  Officer)













                                       13