<PAGE>

                       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, 2002.


                               EYE DYNAMICS, INC.
                 (Name of small business issuer in its charter)

          Nevada                                      88-0249812
(State or other jurisdiction               (I.R.S. Employer Identification No.)
 of incorporation)

2301 W. 205th Street, #106,                      Torrance, CA 90501
(Address of principal executive offices)        (City, state and ZIP)

                                  310-328-0477
                           (Issuer's telephone number)



         The number of shares outstanding of the issuer's common stock as of
September 30, 2002 was 17,350,313.

Transitional Small Business Disclosure Format (check one) ( ) Yes  (X) No.

<PAGE>


                                     PART 1
                              FINANCIAL INFORMATION

Item 1.  Financial Statements

EYE DYNAMICS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 2002
--------------------------------------------------------------------------------

                                     ASSETS
Current Assets
  Cash                                                              $    43,990
  Accounts receivable                                                   180,595
  Employee loans and advances                                            63,149
  Prepaid expenses                                                        5,000
  Inventory                                                             119,514
                                                                    ------------
    TOTAL CURRENT ASSETS                                                412,248

Property and equipment, net of accumulated
  depreciation of $13,966                                                   767

Other assets                                                             14,234
                                                                    ------------

TOTAL ASSETS                                                        $   427,249
                                                                    ============


                     LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
  Accounts payable & accrued expenses                               $    54,896
  Accrued interest                                                       90,357
  Line of credit                                                         43,791
                                                                    ------------
    TOTAL CURRENT LIABILITIES                                           189,044

Long-term debt                                                          535,229
                                                                    ------------

    TOTAL LIABILITIES                                                   724,273
                                                                    ------------

Stockholders' Deficit
  Common stock, $0.001 par value; 50,000,000
    shares authorized; 17,350,313 shares issued
   and outstanding                                                       17,350
  Paid-in capital                                                     3,461,936
  Accumulated deficit                                                (3,750,810)
  Unamortized expenses (contra-equity)                                  (25,500)
                                                                    ------------
                                                                       (297,024)
                                                                    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $   427,249
                                                                    ============


See Notes to Interim Unaudited Consolidated Financial Statements

                                       2
<PAGE>


<TABLE>
EYE DYNAMICS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------

<CAPTION>

                                                        For Three Months                For Nine Months
                                                       ended September 30,            ended September 30,
                                                  -----------------------------   -----------------------------
                                                      2002            2001             2002            2001
---------------------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>             <C>             <C>
Sales
  Products                                        $    518,508    $    207,977    $  1,006,840    $    482,793
  Service                                                   --              --          41,250              --
                                                  -------------------------------------------------------------
                                                       518,508         207,977       1,048,090         482,793
                                                  -------------------------------------------------------------
Cost of Sales
  Products                                             240,258          84,768         458,977         201,609
  Service                                                   --              --          18,415              --
                                                  -------------------------------------------------------------
                                                       240,258          84,768         477,392         201,609
                                                  -------------------------------------------------------------

Gross profit                                           278,250         123,209         570,698         281,184

Selling, general and administrative expenses           173,873         179,267         511,544         667,380
                                                  -------------------------------------------------------------

Income (Loss) from operations                          104,377         (56,058)         59,154        (386,196)
                                                  -------------------------------------------------------------

Other income(expenses)
  Interest and other income                              1,485           1,485           4,597           3,299
  Interest expense                                      (3,284)        (11,837)        (10,703)        (31,981)
                                                  -------------------------------------------------------------
    Total other income(expenses)                        (1,799)        (10,352)         (6,106)        (28,682)
                                                  -------------------------------------------------------------

Net income (loss) before taxes and
 extraordinary item                                    102,578         (66,410)         53,048        (414,878)

Provision for income taxes                                  --              --           1,600           1,600
                                                  -------------------------------------------------------------

Net income (loss) before extraordinary item            102,578         (66,410)         51,448        (416,478)

Extraordinary item-gain on restructuring of debt,
 net of applicable income taxes of $0                       --              --          26,479              --
                                                  -------------------------------------------------------------

Net income (loss)                                 $    102,578    $    (66,410)   $     77,927    $   (416,478)
                                                  =============================================================

Net income (loss) per share-Basic:
  Income (Loss) before extraordinary item         $       0.01    $      (0.01)   $       0.00    $      (0.03)
  Extraordinary item, net                                   --              --            0.00              --
                                                  -------------------------------------------------------------
  Net income (loss)                               $       0.01    $      (0.01)   $       0.00    $      (0.03)
                                                  =============================================================
Net income (loss) per share-Diluted:
  Income (Loss) before extraordinary item         $       0.00    $      (0.01)   $       0.00    $      (0.03)
  Extraordinary item, net                                   --              --            0.00              --
                                                  -------------------------------------------------------------
  Net income (loss)                               $       0.00    $      (0.01)   $       0.00    $      (0.03)
                                                  =============================================================

Shares used in per share calculation-basic          17,350,313      12,275,313      16,016,980      11,997,313
Shares used in per share calculation-Diluted        22,738,013      12,275,313      19,010,147      11,997,313
</TABLE>


See Notes to Interim Unaudited Consolidated Financial Statements


                                       3
<PAGE>

<TABLE>
EYE DYNAMICS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


<CAPTION>
For Nine Months ended September 30,                                   2002          2001
-------------------------------------------------------------------------------------------
<S>                                                                 <C>          <C>
Cash Flow From Operating Activities:
  Net income (loss)                                                 $  77,927    $(416,478)
  Adjustments to reconcile net income (loss) to net cash
 (used in) operating activities:
    Depreciation                                                        1,108        1,957
    Noncash expenses                                                  149,557      177,226
    Extraordinary gain on debt restructuring                          (26,479)          --
    (Increase) decrease in:
     Accounts receivable                                              (98,017)      48,715
     Inventory                                                         (3,996)     (31,802)
     Prepaids and other assets                                        (19,713)      23,676
    Increase (decrease) in:
     Accounts payable and accrued expenses                                993       31,647
     Contingent liabilities                                           (75,000)          --
     Accrued interest                                                 (12,757)      27,815
                                                                    -----------------------
 CASH FLOWS (USED IN) OPERATING ACTIVITIES                             (6,377)    (137,244)
                                                                    -----------------------

Cash Flow From Investing Activities:
  Employee loans and advances                                           3,452      (55,088)
                                                                    -----------------------
 CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES                  3,452      (55,088)
                                                                    -----------------------

Cash Flow From Financing Activities:
  Proceeds from issuing of common stock                                    --       50,000
  Advance from (repayments on)  line of credit                         (1,458)      52,190
  Net proceeds from (repayments on) notes payable to sharedholder     (15,000)      25,000
  Net proceeds from other notes payable                                39,750           --
                                                                    -----------------------
 CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                           23,292      127,190
                                                                    -----------------------

   NET (DECREASE) IN CASH                                              20,367      (65,142)

Cash balance at beginning of period                                    23,623       85,688
                                                                    -----------------------

CASH BALANCE AT END OF PERIOD                                       $  43,990    $  20,546
                                                                    =======================

Supplemental Disclosures of Cash Flow Information:
  Interest Paid                                                     $  23,459    $   4,166
  Taxes Paid                                                            1,600        1,600

Supplemental Schedules of Noncash Investing and Financing Activities
  Issuing common stock for:
    Services                                                        $   9,000    $ 177,226
    Reduction of liability                                             10,000           --
    Restructuring of debt                                             100,000           --
</TABLE>


See Notes to Interim Unaudited Consolidated Financial Statements


                                       4
<PAGE>


EYE DYNAMICS, INC. AND SUBSIDIARY

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS: Eye Dynamics, Inc. and subsidiary (the "Company") markets
and distributes diagnostic equipment that utilize the Company's proprietary
technology and computer software to test individuals for impaired eye and pupil
performance. The Company also markets a medical diagnostic product that tracks
and measures eye movements during a series of standardized tests.

A summary of significant accounting policies follows:

PRESENTATION OF INTERIM INFORMATION: The financial information at September 30,
2002 and for the three and nine months ended September 30, 2002 and 2001 is
audited but includes all adjustments (consisting only of normal recurring
adjustments) that the Company considers necessary for a fair presentation of the
financial information set forth herein, in accordance with accounting principles
generally accepted in the United States of America ("U.S. GAAP") for interim
financial information, and with the instructions to Form 10-QSB. Accordingly,
such information does not include all of the information and footnotes required
by U.S. GAAP for annual financial statements. For further information refer to
the Consolidated Financial Statements and footnotes thereto included in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2001.


         The results for the three and nine months ended September 30, 2002 may
not be indicative of results for the year ending December 31, 2002 or any future
periods.

PRINCIPLES OF CONSOLIDATION AND PRESENTATION: The accompanying consolidated
financial statements include the accounts of Eye Dynamics, Inc. and its
wholly-owned subsidiary, Oculokinetics, Inc., after elimination of all material
intercompany accounts and transactions. Certain prior period balances have been
reclassified to conform to the current period presentation.

DEBT RESTRUCTURINGS: The Company accounts for debt restructurings that occurred
in April 2002 in accordance with Statement of Financial Accounting Standards
(SFAS) No. 15, "Accounting for Debtors and Creditors for Troubled Debt
Restructurings." The statement requires that a debtor should (a) recognize a
gain or loss by reducing the carrying amount of the debt by the fair value of
the assets or equity interest transferred, and (b) account for the remainder of
the restructuring as a modification of debt terms. When the terms of a debt are
adjusted in a trouble-debt restructuring, the total amount of the future cash
payments should be determined. If the carrying amount of debt is less than the
aggregate future cash payments required by the new debt term, the debtor should
amortize the difference over the life of the new debt as interest expense using
the effective interest method. No gain or loss is recognized in the period of
extinguishments. If the carrying amount of debt is greater than the aggregate
future cash payments required by the new debt term, the debtor should reduce the
carrying value of debt to an amount equal to the total future cash payments and
recognize the reduction an extraordinary gain. No interest expense should be
recorded.

INCOME (LOSS) PER COMMON SHARE: Basic earnings per share includes no dilution
and is computed by dividing net income (loss) available to common stockholders
by the weighted average number of common stock outstanding for the period.
Diluted earnings per share is computed by dividing net income by the weighted
average number of shares plus the dilutive effect of convertible debt, shares
issuable under convertible debt to sell 5,387,700 and 2,993.167 shares of the
Company common stock for the three and nine months ended September 30, 2002,
respectively, using the treasury stock method. Approximately, 350,000 shares
outstanding stock options were excluded from the calculation of diluted earnings
per share for 2002 because they were anti-dilutive. However, these options and
warrants could be dilutive in the future. Diluted net loss per common share does
not differ from basic net loss per common share since potential shares of common
stock are anti-dilutive for all periods presented. Shares excluded from diluted
loss per share totaled 4,350,000.


                                       5
<PAGE>


EYE DYNAMICS, INC. AND SUBSIDIARY

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

NEW ACCOUNTING STANDARDS: In June 2002, the Financial Accounting Standards Board
(FASB) issued Statement No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities." The standard requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. Examples of costs
covered by the standard include lease termination costs and certain employee
severance costs that are associated with a restructuring, discontinued
operation, plant closing, or other exit or disposal activity. Previous
accounting guidance provided by Emerging Issues Task Force (EITF) Issue No.
94-3, "Liability Recognition for Certain employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)
is replaced by this Statement. Statement 146 is to be applied prospectively to
exit or disposal activities initiated after December 31, 2002. Management does
not anticipate that the adoption of this Statement will have a significant
effect on the Company's financial statements.

         In April 2002, FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This Statement updates, clarifies and simplifies existing
accounting pronouncements. The provisions of this Statement related to the
rescission of Statement No. 4 are to be applied for fiscal years beginning after
May 15, 2002. Any gain or loss on extinguishment of debt that was classified as
an extraordinary item in prior periods presented that does not meet the criteria
in Opinion No. 30 for classification as an extraordinary item should be
reclassified. Provisions of the Statement related to the amendment of Statement
No. 13 should be applied for transactions occurring after May 15, 2002, and all
other provisions should be applied for financial statements issued on or after
May 15, 2002. Management does not anticipate that the adoption of this Statement
will have a significant effect on the Company's financial statements.


NOTE 2 - NET INCOME (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted net income
(loss) per share:

<TABLE>
<CAPTION>
                                                Three Months ended              Nine Months ended
                                                   September 30,                  September 30,
                                               2002           2001            2002            2001
                                           -----------------------------------------------------------
<S>                                        <C>            <C>             <C>            <C>
Numerator:
  Net income (loss)                        $    102,578   $    (66,410)   $     77,927   $   (416,478)
                                           -------------  -------------   -------------  -------------
Denominator:
  Weighted average of common shares          17,350,313     12,275,313      16,016,980     11,997,313
  Diluted effect of convertible debt          5,387,700             --       2,993,167             --
                                           -------------  -------------   -------------  -------------
  Diluted weighted average common shares
     outstanding                             22,738,013     12,275,313      19,010,147     11,997,313
                                           -------------  -------------   -------------  -------------

Basic net income (loss) per share          $       0.01   $      (0.01)   $       0.00   $      (0.03)
Diluted net income (loss) per share        $       0.00   $      (0.01)   $       0.00   $      (0.03)
</TABLE>

The net income amount for nine months ended September 30, 2002 included an
after-tax amount of $26,479, which relates primarily to an extraordinary gain
from restructuring of debt. Excluding the effects of these transactions, the
basic and diluted loss per share would have been the same.


                                       6
<PAGE>


EYE DYNAMICS, INC. AND SUBSIDIARY

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 3 - LETTER AGREEMENT

On July 11, 2002, the Company entered into a letter agreement with HRL
Laboratories, LLC (HRL) to develop a robust iris eye tracking algorithm and
image capture plus DSP architecture. As consideration for HRL's research and
development, the Company will issue to HRL (1) 300,000 shares of the Company's
restricted common stock as initial compensation for execution of the first phase
of the research and development project at date of agreement; (2) 300,000
additional shares upon the demonstration of the iris tracking algorithm; and (3)
up to 200,000 additional shares prorated by solution cost at a maximum of 1,000
shares per unit cost. The maximum number of shares to be issued to HRL is
800,000 shares.

The Company will own all intellectual property developed under the project and
HRL will have a royalty-free license throughout the universe to use such
intellectual property.

HRL will also be given a non-voting seat on the Company's Board of Directors, to
be filled by an individual selected in HRL's sole discretion.

The initial 300,000 shares were issued in August 2002. The fair value was $0.03
per share, and the total cost of $9,000 was charged to operations.


NOTE 4 - MAJOR CUSTOMER

During the three and nine months ended September 30, 2002, the Company's private
label distributor accounted for $342,538 and $712,838 or 66.1% and 68.0% of
total revenues, respectively.

During the three and nine months ended September 30, 2001, the distributor
accounted for $126,562 and $182,083 or 60.9% and 37.7% of total revenues,
respectively.


NOTE 5 - SEGMENT INFORMATION

SFAS No. 131 "Disclosures about Segments of an Enterprise and Related
Information" requires that a publicly traded company must disclose information
about its operating segments when it presents a complete set of financial
statements. Since the subsidiary did not have any operations in 2002 or 2001,
and the Company has only one segment; accordingly, detailed information of the
reportable segment is not presented.


                                       7
<PAGE>


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

         Revenues from the sale of medical products during the third quarter
were $519,000, representing an increase of 249% over the third quarter of 2001.
Revenues for the first nine months of 2002 were $1,048,000, compared to $483,000
for the first nine months of 2001, for a year to date increase of 217% over the
prior year. This increase is attributed to the success of our private label
customer opening up and developing new markets and applications for our video
ENG products. As reported previously, the market increase in the ENT segment of
the medical market is not substantial, but the neurology segment that our
private label customer is pursuing continues to be successful and growing. We
continue to receive additional interest from the export markets with additional
orders from Colombia, Canada, Korea and Iran. The government must approve and
issue an export license before we can fulfill the orders we have received from
Iran. With the aid of our congressman, we received this export license in late
September and will be shipping products starting in November, 2002. Although
medical equipment and supplies qualify for export licenses, the government has
been withholding licenses for the past several months and is processing them
very slowly.

         Gross profit for both the quarter and the nine month period was 54%.
This is 4% less than the gross profit for the same period of 2001. However, the
total volume is more than double the prior year, and reflects the increase in
private label orders, which have a lower gross profit structure. The private
label customer currently accounts for two thirds of our revenue.

         We continue to seek financing for the business plan to commercialize
the SafetyScope product, which is an Impairment Detection Device. The plan
requires substantial financial resources to fully implement the
commercialization of the product. Discussions and explorations of strategic
alliances are ongoing with the goal of securing the financing.

         As a result of the sales increase of 249% for the quarter, the gross
profit dollars are substantially higher and a net profit of $102,578 was
achieved, which includes $38,250 in expenses incurred in the promotion of the
business plan for commercialization of the SafetyScope product. Year to date
nine months profit, including the extraordinary gain of $26,479 in debt
restructuring, was $77,927. Third quarter profit of $102,578 compares to a loss
of $66,410 for the same period of 2001. The profit of $77,927 for the nine
months ended September 30, 2002 compares to a loss of $416,478 for the same
period of 2001. This represents a substantial improvement and turnaround to
profitability for the company.

         Inventory of $12,000 includes $41,000 of previously consigned inventory
that was transferred to the company as a result of the restructuring of debt
with a prior distributor. This inventory consists of Impairment Detection
Devices, and is primarily being used for production samples and demonstrators
for the fund raising activity related to the SafetyScope impairment detection
device. The inventory balance of $79,000 represents only 30 days inventory for
the medical products production and is balanced.


                                       8
<PAGE>


         Accounts receivable of $181,000 reflect less than 30 days accounts
receivable outstanding, which is very positive, as our private label customer
continues to make its payments within the net 15 days term of sale. Other
customers are utilizing leasing and credit cards more, which provide very quick
collection of our receivables.

         We continue to search out and evaluate other products and alliances to
enhance the company and to augment our revenues. However, none are currently in
the offing that we have found suitable. The search for new products is an
ongoing project.

Item 3.  Controls and Procedures.

         Under the supervision and with the participation of our Chief
Executive and Financial Officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13a-14(c)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), within 90 days of the filing date of this report. Based on this
evaluation, our Chief Executive and Financial Officer concluded that the
Company's disclosure controls and procedures are effective. Disclosure controls
and procedures are designed to ensure that information required to be disclosed
in reports under the Exchange Act are processed and reported within the time
periods specified by law. The design of any such system of controls is based in
part on assumptions about the likelihood of future events, and there can be no
assurance that any such system of controls will succeed in all circumstances.

         Since the date of the evaluation described above, there have been no
significant changes in our internal controls or in other factors that could
significantly affect these controls.

                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

         There are no pending legal proceedings to which the Company is a party
or to which the property interests of the Company are subject.

Item 2.  Changes in Securities.

         During the three months ended September 30, 2002 the Company issued
300,000 shares of Common Stock to HRL Laboratories, LLC ("HRL") pursuant to a
Letter of Intent with HRL. The Letter of Intent contemplates that the Company
and HRL will enter into a Technology Development Agreement under which HRL is to
develop a robust pupil/iris eye tracking algorithm, image capture and DSP
structure. Payment for this project is to be with shares of Common Stock.


                                       9
<PAGE>


         The Company believes the foregoing issuance of shares was exempt from
registration under Section 4(2) of the Securities Act of 1933, as amended.

Item 3.  Defaults Upon Senior Securities.

         None.


Item 4.  Submission of Matters to a Vote of Security Holders.

         There were no matters submitted to the vote of security holders during
this quarterly reporting period.

Item 5.  Other Information.

         Inapplicable

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

         (A) The following exhibits are included herein or incorporated by
             reference:

             99.1  Certification of Chief Executive and Financial Officer.

         (B) No reports on Form 8-K were filed during the period

                                   SIGNATURES

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


                                          Eye Dynamics, Inc.


Date: November 13, 2002                   By: /s/Charles E. Phillips
                                              ------------------------
                                              Charles E. Phillips, President and
                                              Chief Financial Officer

                                       10
<PAGE>


                                  CERTIFICATION


I, Charles E. Phillips, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Eye Dynamics, Inc.;

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

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

         (b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

         (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

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

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

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

Date: November 13, 2002

                                           /s/ Charles E. Phillips
                                           -----------------------
                                           Charles E. Phillips,
                                           President and Chief Financial Officer

                                       11