UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


(Mark One)

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

     For the quarterly period ended September 30, 2001

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

     For the transition period from _________________ to _________________


                         Commission file number: 0-30463


                               R-Tec Holding, Inc.
                 [Exact name of business issuer in its charter]

Idaho                                       82-0515707
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation of organization)


1471 E. Commercial Ave., Meridian, Idaho    83642
(Address of principal executive offices)    (Zip Code)

Issuers Telephone Number: (208) 887-0953    Fax: (208) 888-1757

The number of shares of common stock  outstanding  as of September  30, 2001, is
19,241,707.

Transitional Small Business Disclosure Format (Check one): Yes [_] No [ X]

<PAGE>


                         PART I - FINANCIAL INFORMATION

Forward Looking Statements and Risk Factors

     This form 10-QSB  contains  certain  forward-looking  statements  which are
based on  management's  current  expectations.  The Company has identified  risk
factors  which  could  cause  actual  results to differ  substantially  from the
forward looking statements.  These risk factors include, but are not limited to:
general economic  conditions,  current industry specific trends,  variability in
time line of new product developments,  new product acceptance,  difficulties in
manufacturing new products in large volume,  economic viability of our customers
and vendors,  changes in  legislation,  the ability to obtain  adequate  capital
funding for product development and expansion, and the availability of qualified
employees.

Item 1. Financial Statements:

     The following financial statements are filed as part of this report:

     The Consolidated  Financial  Statements of the Company for the three months
and nine months ended September 30, 2001 and 2000.

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

Financial Results of Operations:

     Revenues  have slowed  through the third  quarter of 2001,  reflecting  the
general  economic  downturn  pervasive  in the  technology  sectors in  general.
Continued  interest  from  customers  is  strong  however  in the  Company's  IC
technologies, i.e., interconnect devices including the GCI(TM) product lines and
corresponding  sockets.  Automation sales have declined as technology  customers
have cut back on capital  expenditures,  which  represent the bulk of automation
sales. In addition, software solutions sales have also experienced a decline due
to the downturn in the technology sectors.

     Sales for the three months ended September 30, 2001 were $283,167, compared
to $129,201 for the period ending September 30, 2000, an increase of $153,966 or
119%. This increase of 119% is not due to a substantial increase in sales in the
period ending September 30, 2001, but instead,  is due to a contrasting  slowing
of sales in the period ending September 30, 2000 as anticipated  orders for that
period were delayed until subsequent  periods.  Operating expenses are comprised
mostly of direct costs for  materials and labor for design,  manufacturing,  and
production.  Operating  expenses  were  113%  of  sales  for the  period  ending
September 30, 2001 compared to 101% of sales for the period ending September 30,
2000.  Operating  expenses have increased as a percent of sales due, at least in
part,  to  lowered  margins  on jobs in our  bidding  processes.  Also,  product
development  costs,  as a process of production have increased as we continue to
fine tune our product lines and prepare for larger market penetrations.

     Selling,  general and  administrative  expenses were  $525,630,  or 186% of
sales for the three months ending  September  30, 2001,  compared to $203,300 or
157% of sales for the same period  ended  September  30,  2000.  The increase in
selling,  general and  administrative  expenses

<PAGE>


was due to the  expense of adding  several  key  personnel,  increased  costs in
complying with our public  reporting  requirements.  Additional  costs were also
associated with the acquisition of assets of Browand,  LaMeire,  and Associates,
Inc., and the  acquisition of R-Tec Machine Tool, Inc. The acquisition of assets
from  Browand,  LaMeire,  and  Associates,  Inc.,  completes the initial goal of
increasing  our  marketing   capabilities   by  bringing   in-house  our  former
independent sales  representatives.  The acquisition of R-Tec Machine Tool, Inc.
has increased our manufacturing  capabilities,  while also giving us better cost
structures than costs accrued through outsourcing options.

     Net loss for the three  months  ended  September  30, 2001 was  ($583,016),
compared to a net loss of  ($218,514)  for the same period ended  September  30,
2000. Management feels the increase in net loss is due primarily to the increase
in operating  costs and lowered job  margins.  Some direct labor costs have also
increased as management has determined that it is currently in the best interest
of the company to maintain key employees who have unique training or skills even
though productivity as a percent of production capacity remains underutilized.

Changes in Financial Condition:

     The following  discussion and analysis  should be read in conjunction  with
the  financial  statements  and notes  thereto  appearing  elsewhere  herein for
September 30, 2001 and September 30, 2000.

     Current assets were  $1,153,954  for the period ending  September 30, 2001,
compared to $815,664 for the period  ending  December  31, 2000,  an increase of
$338,290,  or  41%,  respectively.  The  resulting  current  ratio  was  1.78 at
September 30, 2001,  compared to 1.27 at December 31, 2000.  The net increase in
current assets at June 30, 2001, over December 31, 2000, was due primarily to an
increase in cash  accounts of $578,833 and a decrease in accounts  receivable of
$197,771.

Liquidity:

     Management feels that adequate cash and cash  equivalents  exist to support
current operations.  However,  due to the instability of sales growth brought on
by the  economic  downturn  in  the  technology  sectors,  management  feels  it
appropriate to seek additional funding to support  operational needs for ongoing
projects.

Funding and Capital Resources:

     Capital  resources have been increased through infusions from private stock
sales. In addition, in anticipation of potential extended slow sales growth, the
company  has  entered  into a financial  arrangement  with the Olympus  Group to
provide  ongoing  capital  resources for  expansion.  Management  feels that the
current  cost of capital  is high due to the  decreased  value of the  company's
stock. It is expected that if revenues and earnings regain positive  movement in
subsequent periods, the cost of capital will be less than current options.

<PAGE>


Plan of Operation:

     In order to stimulate  revenue  growth,  the Company has  strengthened  its
marketing  approaches  through the  placement of ads for it's new product  line,
GCI(TM), in strategic,  national trade journals. It is anticipated that interest
generating from the ads will begin within the first quarter of 2002. The Company
has also hired additional sales  representatives to handle strategic  customers.
Development of new,  standardized  products,  is also expected to strengthen the
Company's marketing position with compliant and compatible product lines.

     For strategic planning  purposes,  the Company has begun the implementation
of new manufacturing  processes to bring in house,  certain technical  processes
critical to stabilization of product quality. These processes should be in place
within the first  quarter of 2002 to support the  aggressive  sales goals of the
Company's marketing group. In addition, with the continued implementation of its
new manufacturing  software  Made2Manage,  the Company  anticipates  progress in
moving toward ISO 9001 compliance.

     In  expansion  of its  product  lines,  the Company  has  introduced  a new
product,  GCI(TM) II for the IC consumer market  applications.  This new product
family is in addition  to the  existing  standard  GCI(TM),  and  GCI(TM)  Flex,
product lines.  It is anticipated  that the GCI(TM) II will augment sales within
the  Company's IC testing  products  arena.  The company is also in research and
development of standardized  automation  products to augment sales of customized
automation products.

     Management  feels the Company is poised for sales  growth in the year 2002,
but also recognizes the prudence of a cautionary  posture due to current overall
economic conditions.  Therefore,  management cannot guarantee that sales will in
fact increase in subsequent quarters and that adequate capital resources, either
from sales or capital infusions, will exist to fund ongoing operations.

<PAGE>


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings: None

Item 2. Changes in Securities:

     During the third  quarter of 2001,  the Company  received  cash from common
stock through private placements, as follows:

Date            Shares        Cash Consideration      Shareholder
----            ------        ------------------      -----------
09/01/01        120,000       $120,000                Ragon Family Trust
09/17/01         50,000       $ 50,000                Wendy or Peter Lewis
09/17/01         20,000       $ 20,000                Executive Image Auto Group
09/17/01         10,000       $ 10,000                Oscar Mink
09/17/01         21,000       $ 21,000                Hospitality Car Wash
                -------       --------
Totals          221,000       $221,000
                =======       ========

Other Stock Issuances:

<TABLE>
<CAPTION>
Date            Shares        Cash Consideration                      Shareholder
----            ------        ------------------                      -----------
<S>             <C>           <C>                                     <C>
09/30/01        291,248       Stock @ $291,248                        R-Tec Machine Tool, Inc.
                                                                      (for acquisition of named company)

09/30/01        380,000       Stock @ $380,000                        Browand, LaMeire & Assoc.
                                                                      (for acquisition of assets of named company)

07/01/01         65,542       Conversion of note payable to stock     Glenn Clayton
</TABLE>

Stock Option Plan:

     The Company issued no stock options during the third quarter of 2001.

Item 3: Defaults Upon Senior Securities: None

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

Item 5: Other Information.

     Pursuant to  management's  plans as  outlined in the 10-QSB  filing for the
period  ending June 30,  2001,  R-Tec  Interconnect,  Inc. was merged into R-Tec
Corporation,  effective September 1, 2001. This was a related party transaction,
i.e., both companies are wholly owned  subsidiaries  of R-Tec Holding,  Inc. The
net effect of the merger has no  financial  impact on the  Company  because  all
previous  financial  reports were  consolidated  within the R-Tec Holding,  Inc.
financial statements.

<PAGE>


Item 6: Exhibits and Reports on form 8-K.

     (a)  No exhibits

     (b)  Form 8K filings

<TABLE>
<CAPTION>
          Description                                                 Form
          -----------                                                 ----
<S>                                                                   <C>
          Acquisition of R-Tec Machine Tool, Inc.                     8-K filed 07/18/01

          Acquisition of assets of Browand, LaMeire & Assoc.          8-K filed 08/01/01

          Amendment to Acquisition of R-Tec Machine Tool,             8-K/A filed 09/17/01
          Inc., with the following financial statements:
          R-Tec Machine Tool, Inc., Balance Sheet as of
          12/31/00;  R-Tec Machine Tool Inc., Statement of
          Operations as of 12/31/00;  R-Tec Machine Tool, Inc.,
          Statement of Changes in Shareholders' Equity as of
          12/31/00;  R-Tec Machine Tool, Inc., Statement of
          Cash Flow as of 12/31/00; and R-Tec Machine Tools, Inc.,
          Notes to Financial Statements as of 12/31/00;  R-Tec
          Holding, Inc., and Subsidiaries Pro Forma Combined
          Balance Sheet as of 12/31/00;   R-Tec
          Holding, Inc., and Subsidiaries Pro Forma Combined
          Statement of Operations as of 12/31/00;  and notes to
          ProForma Statements.

          Amendment to Acquisition of Assets of Browand,              8-K/A filed 09/28/01
          LaMeire & Assoc., Inc., with the following financial
          Statements:  Browand, LaMeire & Assoc, Inc., Balance
          Sheet as of 12/31/00;  Browand, LaMeire & Assoc., Inc.,
          Statement of Operations as of 12/31/00;  Browand,
          LaMeire & Assoc, Inc., Statement of Changes in Shareholders'
          Equity as of 12/31/00;  Browand, LaMeire & Assoc., Inc.,
          Statement of Cash Flow as of 12/31/00; and Browand, LaMeire
          & Assoc, Inc., Notes to Financial Statements as of 12/31/00;
          R-Tec Holding, Inc., and Subsidiaries Pro Forma Combined
          Balance Sheet as of 12/31/00;   R-Tec Holding, Inc., and
          Subsidiaries Pro Forma Combined Statement of Operations as
          of 12/31/00;  and notes to ProForma Statements.
</TABLE>

Exhibit  Description                                   Incorporated by Reference
No.                                                    from Registrant's
--------------------------------------------------------------------------------
99.12    Share Exchange and Reorganization Agreement   8-K filed 07/18/01

99.12    Asset Purchase Agreement                      8-K filed 08/01/01

<PAGE>


                                   SIGNATURES

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


                                        R-Tec Holding, Inc.
                                        (Registrant)


Date:   November 7, 2001                By   /s/
                                             ----------------------------------
                                             Douglas G. Hastings,
                                             President and CEO


                                        By   /s/
                                             ----------------------------------
                                             Michael T. Montgomery, CFO

<PAGE>


                      R-TEC HOLDING, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
           As of September 30, 2001 (Unaudited) and December 31, 2000


<TABLE>
<CAPTION>
                                                                September 30, 2001    December 31, 2000
                                                                ------------------    -----------------
<S>                                                                    <C>                    <C>
Current assets
  Cash                                                                 $   655,467            $  76,634
  Accounts receivable (net of $-- allowance
    for doubtful accounts)                                                 313,753              511,524
  Costs and estimated earnings in excess
    of billings on uncompleted contracts                                   163,921              202,530
  Income taxes receivable                                                   15,295               15,295
  Inventory                                                                  1,400                   --
  Prepaid expenses                                                           1,695                3,094
  Notes receivable, current portion                                          2,423                6,587
                                                                       -----------            ---------
                                        Total current assets             1,153,954              815,664

Equipment and leasehold improvements, at cost,
  net of accumulated depreciation                                          593,143              106,834
Intangible assets, at cost,
  net of accumulated depreciation                                          544,320                   --
Other assets                                                                48,474               17,397
Notes receivable, less current portion                                      15,458               14,663
                                                                       -----------            ---------
                                                Total assets           $ 2,355,349            $ 954,558
                                                                       ===========            =========

Current liabilities
  Accounts payable                                                     $   259,861            $ 334,142
  Accrued expenses                                                          78,759              102,161
  Short-term note payable, related party                                   168,166                   --
  Accrued preferred dividends payable                                       80,186               36,517
  Billings in excess of costs and estimated
    earnings on uncompleted contracts                                           --               94,663
  Leases payable, current portion                                           59,877               12,020
  Notes payable to related parties, current portion                             --               65,000
                                                                       -----------            ---------
                                   Total current liabilities               646,849              644,503

Lease payable, less current portion                                         72,468               28,036
Notes payable to related parties, less current portion                     100,000              100,000
                                                                       -----------            ---------
                                           Total liabilities               819,317              772,539

Shareholders' equity
  Series A cumulative convertible preferred stock, par value
    $0.234 per share, 5,000,000 authorized, 2,781,564
    shares issued and outstanding                                          651,100              651,100
  Common stock, no par value per share,
    30,000,000 authorized, 19,225,152 and 17,373,128
    shares issued and outstanding  at September 30, 2001
    and December 31, 2000, respectively                                  2,132,755              280,731
  Additional paid-in capital                                               107,439              107,439
  Accumulated deficit                                                   (1,355,262)            (857,251)
                                                                       -----------            ---------
                                  Total shareholders' equity             1,536,032              182,019
                                                                       -----------            ---------
                  Total liabilities and shareholders' equity           $ 2,355,349            $ 954,558
                                                                       ===========            =========
</TABLE>


                             See accompanying notes


                                     - 1 -
<PAGE>


                       R-TEC HOLDING, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


<TABLE>
<CAPTION>
                                                       Three Months Ended September 30,         Nine Months Ended September 30,
                                                           2001                2000                 2001                2000
                                                       ------------         -----------         ------------         -----------
<S>                                                    <C>                  <C>                 <C>                  <C>
Revenues                                               $    283,167         $   129,201         $  2,129,554         $   880,868
Operating costs                                             321,151             130,508            1,430,504             681,323
                                                       ------------         -----------         ------------         -----------
                                   Gross profit             (37,984)             (1,307)             699,050             199,545

Selling, general and administrative expenses                525,630             203,300            1,143,165             582,411
Research and development                                      2,955                  --                3,150                  --
                                                       ------------         -----------         ------------         -----------
                        Operating income (loss)            (566,569)           (204,607)            (447,265)           (382,866)

Interest expense                                             (3,722)             (2,576)             (12,272)            (10,416)
Interest income                                               1,885                  --                5,847                  --
Other                                                            --                 486                   --               1,487
                                                       ------------         -----------         ------------         -----------
                                                             (1,837)             (2,090)              (6,425)             (8,929)
                                                       ------------         -----------         ------------         -----------
Income (loss) before income taxes                          (568,406)           (206,697)            (453,690)           (391,795)
Income taxes                                                     --                  --                  652                  --
                                                       ------------         -----------         ------------         -----------
                              Net income (loss)            (568,406)           (206,697)            (454,342)           (391,795)

Preferred stock dividends                                    14,610              11,817               43,669              21,954
                                                       ------------         -----------         ------------         -----------
                    Net income (loss) available
                         to common shareholders        $   (583,016)        $  (218,514)        $   (498,011)        $  (413,749)
                                                       ============         ===========         ============         ===========

Net income (loss) per common share                     $      (0.03)        $     (0.03)        $      (0.03)        $     (0.05)

Weighted average shares outstanding                      18,300,012           8,533,594           17,950,635           8,533,594
</TABLE>


                             See accompanying notes


                                     - 2 -
<PAGE>


                      R-TEC HOLDING, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
   For the Periods Ended September 30, 2001 and September 30, 2000 (Unaudited)


<TABLE>
<CAPTION>
                                                                    Nine Months Ended September,
                                                                       2001              2000
                                                                   -----------         ---------
<S>                                                                <C>                 <C>
Cash flows from operating activities
  Net income (loss)                                                $  (454,342)        $(391,795)
  Adjustments to reconcile net loss to net
    cash provided used by operating activities
    Depreciation and amortization                                      129,205            19,744
    Changes in assets and liabilities
      Accounts receivable                                              197,771            47,280
      Costs and estimated earnings in excess
        of billings on uncompleted contracts                            38,609            25,899
      Inventory                                                         (1,400)               --
      Prepaid expenses                                                   1,399             3,331
      Accounts payable                                                 (74,281)          (40,034)
      Accrued expenses                                                 144,764             5,917
      Billings in excess of costs and estimated
        earnings on uncompleted contracts                              (94,663)          (18,682)
      Income taxes payable                                                  --               557
      Deferred income taxes                                                 --            (8,197)
                                                                   -----------         ---------
                      Net cash used by operating activities           (112,938)         (355,980)

Cash flows from investing activities
  Purchase of equipment and other assets                              (282,596)          (50,018)
                                                                   -----------         ---------
                      Net cash used by investing activities           (282,596)          (50,018)
                                                                   -----------         ---------
Cash flows from financing activities
  Collections on loans                                                   3,369             1,465
  Proceeds from preferred stock                                             --           562,750
  Proceeds from common stock                                         1,116,184                --
  Net payments on line of credit                                            --           (64,000)
  Payments on debt                                                    (145,186)               --
                                                                   -----------         ---------
                  Net cash provided by financing activities            974,367           500,215
                                                                   -----------         ---------
                                       Net increase in cash            578,833            94,217
Beginning cash                                                          76,634             3,609
                                                                   -----------         ---------
                                                Ending cash        $   655,467         $  97,826
                                                                   ===========         =========

Supplemental disclosures of cash flow information
  Interest paid                                                    $     9,936         $   8,029
  Noncash investing and financing activities
    Preferred stock dividends payable                              $    43,669         $  21,954
    Equipment acquired through long-term obligations               $   123,639         $  40,056
    Acquisition of assets, net of liabilities of $113,806
      with common stock                                            $   537,426         $      --
    Notes payable related party converted to common stock          $    65,000         $      --
    Accrued expenses converted to common stock                     $   168,166         $      --
</TABLE>


                             See accompanying notes


                                     - 3 -
<PAGE>


                      R-TEC HOLDING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2001 and 2000


NOTE A - UNAUDITED INTERIM FINANCIAL STATEMENTS

In the opinion of management,  the accompanying  unaudited financial  statements
contain all  adjustments  (consisting  solely of normal  recurring  adjustments)
necessary to present fairly the financial position of R-Tec Holdings,  Inc. (the
Company) and the results of operations and cash flows. Certain reclassifications
of prior quarter amounts were made to conform with current quarter presentation,
none of which effects previously recorded net loss.

NOTE B - EQUIPMENT

Equipment consists of:

     Equipment                                                   $ 634,715
     Vehicles                                                       32,857
     Office equipment and furnishings                               41,931
     Leasehold improvements                                         45,720
                                                                 ---------
                                                                   755,223
     Accumulated depreciation and amortization                    (162,080)
                                                                 ---------
                                                                 $ 593,143
                                                                 =========

NOTE C - INTANGIBLES

Intangibles consist of:

     Goodwill                                                    $ 201,218
     Customer lists                                                365,975
                                                                 ---------
                                                                   567,193
     Accumulated depreciation and amortization                     (22,873)
                                                                 ---------
                                                                 $ 544,320
                                                                 =========

The  goodwill  and customer  lists were  acquired in July 2001.  Goodwill is not
amortized and the customer list is amortized over a 48- month period.

NOTE D - ACQUISITIONS

On July 3, 2001,  the  Company  acquired  R-Tec  Machine  Tool,  Inc.,  an Idaho
corporation,  pursuant to a Share Exchange and  Reorganization  Agreement by and
between the Company and the four individual  shareholders of R-Tec Machine Tool,
Inc.


                                     - 4 -
<PAGE>


                      R-TEC HOLDING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2001 and 2000


Under the terms of the  Agreement,  the parties agreed to be bound by and accept
the fair market  value  placed on R-Tec  Machine  Tool,  Inc.  obtained  from an
independent  business  appraisal.  Consideration for the acquisition was 291,248
shares of the common stock of the Company  valued at $1.00 per share,  which the
parties agree and acknowledge was the fair market value of the Company's  shares
as of the date of the Agreement.  Significant  assets  acquired and  liabilities
assumed were as follows:

     Cash                                                        $  15,734
     Equipment                                                     188,102
     Goodwill                                                      201,218
     Notes payable assumed                                        (113,806)
                                                                 ---------
                                                                 $ 291,248
                                                                 =========

On July 17, 2001, the Company  acquired  certain assets from Browand,  LaMeire &
Associates, Inc., an Oregon corporation, pursuant to an Asset Purchase Agreement
by and  between  the  Company  and  Browand,  LaMeire &  Associates  and its two
shareholders, Bill Browand and Jeanette LaMeire.

Under the terms of the Agreement,  the Company  acquired  certain assets,  which
include the client list and industry contacts, certain items of office equipment
and  inventory.  Substantially,  all of the purchase price related to the client
list and industry contacts. Consideration for the acquisition was 380,000 shares
of the common stock of the Company valued at $1.00 per share,  which the parties
agree and  acknowledge  was the fair market value of the Company's  shares as of
the date of the Agreement.

Significant assets acquired and liabilities assumed were as follows:

     Equipment                                                     $  9,394
     Customer lists                                                 369,332
     Other                                                            1,274
                                                                   --------
                                                                   $380,000
                                                                   ========

NOTE E - SHORT-TERM NOTE PAYABLE

The Company  converted  accrued  expenses of $168,166 into a note payable during
September  2001.  The  note  is  owed  to  Browand,  LaMeire  &  Associates  for
commissions earned on sales of Company products. The note accrues interest at 8%
and is payable in monthly  interest  only payments  until  maturity on March 15,
2002.


                                     - 5 -
<PAGE>


                      R-TEC HOLDING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2001 and 2000


NOTE F - STOCK OPTION PLAN

The Company has a stock  option  plan,  which allows  employees,  directors  and
consultants of the Company to receive stock options.  The Board of Directors set
aside  2,000,000  shares  of common  stock for  issuance  upon  exercise  of the
options.  The  Company  has  awarded  382,000  stock  options to  employees  and
directors  during 2001. The stock options vest 100% on the first  anniversary of
the grant notice at a strike price of $1 per share.

The stock options are  exercisable  by the optionee as to all or any part of the
stock then vested by delivery to the Company of written  notice of exercise  and
payment of the purchase price as provided by the plan.

The Board of Directors  maintains the right to change,  suspend or terminate the
plan at any time,  without notice, and in its sole discretion as provided by the
plan. The Company accounts for these plans under APB Opinion No. 25, "Accounting
for Stock Issued to Employees."


                                     - 6 -