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 MARCH 31, 1997

|_|      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

             FOR THE TRANSITION PERIOD FROM      TO 
                         COMMISSION FILE NUMBER 0-27438
                      ------------------------------------

                            THE FOREFRONT GROUP, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                    76-0365256
--------------------------------------------------------------------------------
  (STATE OR OTHER JURISDICTION            (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)

                         1330 POST OAK BLVD., SUITE 1300
                              HOUSTON, TEXAS 77056
--------------------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                    ISSUER'S TELEPHONE NUMBER: (713) 961-1101
                      ------------------------------------


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 |_|


Number of shares of the issuer's Common Stock  outstanding as of April 30, 1997:
6,201,498




<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

         The accompanying  unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information,  and  pursuant  to  the  rules  and  regulations  of the
Securities and Exchange  Commission.  Certain  information and notes disclosures
normally  included  in annual  consolidated  financial  statements  prepared  in
accordance with generally accepted accounting  principles have been condensed or
omitted pursuant to those rules and  regulations,  although the Company believes
that the disclosures made herein are adequate to make the information  presented
not  misleading.  These  consolidated  financial  statements  should  be read in
conjunction  with the  consolidated  financial  statements  for the  year  ended
December 31, 1996 included in the Company's  1996 Form 10-KSB filed  pursuant to
Section 15(d) of the Securities Exchange Act of 1934.


                                       -2-

<PAGE>



                            THE FOREFRONT GROUP, INC.

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                        December 31,                March 31,
                                                                            1996                       1997
ASSETS                                                                                             (unaudited)
                                                                  ------------------        -------------------
<S>                                                               <C>                       <C>
CURRENT ASSETS:
   Cash and cash equivalents....................................  $        6,204,213        $         4,756,727
   Accounts receivable, net of allowance of $138,600 and
        $105,600................................................           1,450,241                  1,568,656
   Inventory, net...............................................             340,163                    277,593
   Prepaid expenses and other ..................................             429,957                    417,340
                                                                  ------------------        -------------------

            Total current assets                                           8,424,574                  7,020,316

FURNITURE AND EQUIPMENT, net of
   accumulated depreciation of $346,726, and $421,467                      1,063,976                  1,143,839

OTHER ASSETS, net                                                            145,384                    138,347
                                                                  ------------------        -------------------

            Total assets                                          $        9,633,934        $         8,302,502
                                                                  ==================        ===================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable.............................................  $          857,780        $           867,437
   Accrued liabilities..........................................           1,393,519                  1,136,896
   Current portion of deferred revenue .........................             349,391                    471,424
                                                                  ------------------        -------------------

            Total current liabilities                                      2,600,690                  2,475,757

Deferred revenue, net of current portion........................              16,660                     11,783
                                                                  ------------------        -------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value, 5,000,000 shares
        authorized, none outstanding............................                  --                         --
   Common stock, $.01 par value, 20,000,000
        shares authorized, 6,488,275 and 6,507,742 shares
        issued; 6,182,031 and 6,201,498 shares outstanding......              62,641                     62,835
   Additional paid-in capital...................................          19,594,230                 19,694,191
   Deferred compensation........................................            (369,336)                  (291,486)
   Cumulative translation adjustment............................                  --                      4,995
   Accumulated deficit..........................................         (12,269,101)               (13,653,723)
   Treasury stock, 82,145 shares at cost........................              (1,850)                    (1,850)
                                                                  ------------------        --------------------

            Total stockholders' equity                                     7,016,584                  5,814,962
                                                                  ------------------        -------------------

            Total liabilities and stockholders' equity            $        9,633,934        $         8,302,502
                                                                  ==================        ===================
</TABLE>

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


                                       -3-

<PAGE>



                            THE FOREFRONT GROUP, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                           For the Three Months Ended March 31,
                                                                                1996                   1997
                                                                        ---------------          ---------------
<S>                                                                     <C>                      <C>
NET REVENUES:
   Licenses............................................................ $     2,735,875          $     4,133,847
   Maintenance and services............................................          17,288                   18,060
                                                                        ---------------          ---------------

            Total revenues                                                    2,753,163                4,151,907

COST OF PRODUCT LICENSES                                                        506,087                  883,284
                                                                        ---------------          ---------------

            Gross profit                                                      2,247,076                3,268,623

OPERATING EXPENSES:
   Research and development............................................         361,976                  687,622
   Selling and marketing...............................................       1,435,370                3,392,405
   General and administrative..........................................         436,967                  641,429
   Acquired research and development costs.............................         439,881                      --
                                                                        ---------------          --------------

            Operating loss                                                     (427,118)              (1,452,833)

INTEREST INCOME........................................................         164,717                   68,211
                                                                        ---------------          ---------------

            Net loss                                                    $      (262,401)         $    (1,384,622)
                                                                        ===============          ===============

NET LOSS PER SHARE                                                      $          (.05)         $          (.22)
                                                                        ===============          ===============

SHARES USED IN COMPUTING NET LOSS PER SHARE                                   5,787,695                6,199,504
                                                                        ===============          ===============

</TABLE>

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


                                       -4-

<PAGE>



                            THE FOREFRONT GROUP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                               For the Three Months Ended March 31,
                                                                                    1996                   1997
                                                                              --------------         --------------
<S>                                                                           <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss ..............................................................  $     (262,401)        $   (1,384,622)
     Adjustments to reconcile net loss to net cash used by operating
     activities:
          Depreciation and amortization.....................................          24,134                157,278
          Non-cash acquired research and development costs..................         439,881                     --
          Compensation expense and amortization of deferred
            compensation related to certain stock options...................          71,605                 31,100
          Changes in operating assets and liabilities
          (Net of asset acquisition in 1996):
            Increase in receivables.........................................        (249,330)              (118,415)
            (Increase) decrease in inventory................................         (19,243)                62,570
            Increase in prepaid expenses....................................         (98,393)               (49,883)
            Increase in other assets........................................              --                (13,000)
            Decrease in accounts payable and accrued
              liabilities...................................................         (18,440)              (107,464)
            Increase in deferred revenue....................................           9,768                117,156
                                                                              --------------         --------------

     Net cash used by operating activities..................................        (102,419)            (1,305,280)
                                                                              --------------         --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash paid for asset acquisition........................................        (100,000)                    --
     Purchase of furniture and equipment....................................        (173,663)              (154,604)
                                                                              ---------------        ---------------

     Net cash used by investing activities..................................        (273,663)              (154,604)
                                                                              --------------         --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from exercise of stock options ...............................              --                  7,403
     Distributions to stockholders..........................................        (373,110)                    --
                                                                              ---------------        --------------

     Net cash provided (used) by financing activities.......................        (373,110)                 7,403
                                                                              ---------------        --------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                   --                  4,995

NET DECREASE IN CASH AND CASH EQUIVALENTS                                           (749,192)            (1,447,486)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                   5,502,223              6,204,213
                                                                              --------------         --------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $    4,753,031         $    4,756,727
                                                                              ==============         =-------------
</TABLE>


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


                                       -5-

<PAGE>



                            THE FOREFRONT GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997
                                   (UNAUDITED)


1.       BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES

         The  consolidated  balance  sheet at  March  31,  1997 and the  related
consolidated statements of operations and cash flows for the three month periods
ended March 31,  1997 and 1996 are  unaudited.  All  intercompany  accounts  and
transactions have been eliminated in consolidation.

         These unaudited  interim  consolidated  financial  statements should be
read in conjunction with the December 31, 1996 consolidated financial statements
and related  notes.  The unaudited  interim  consolidated  financial  statements
reflect all adjustments which are, in the opinion of management, necessary for a
fair  statement  of  results  for the  interim  periods  presented  and all such
adjustments  are  of  a  normal  recurring  nature.   Interim  results  are  not
necessarily indicative of results for a full year.

CASH AND CASH EQUIVALENTS

         The Company  considers  highly liquid  investments with a maturity of 3
months or less when  purchased to be cash  equivalents.  At March 31, 1997,  the
Company's  entire  investment   portfolio  consisted  of  U.S.  government  debt
securities which mature from April 3, 1997 to May 29, 1997 and are classified as
cash and cash equivalents.

PURCHASED SOFTWARE

         Purchased  software  results from the acquisition of the assets of Blue
Squirrel,  Inc.  in March  1996 and  BookMaker  Corporation  in June 1996 and is
recorded at cost.  Amortization is calculated on the  straight-line  method over
the estimated lives of the products, which in these instances are 18-24 months.

REVENUES

         Revenue from the sale of software products is recognized upon shipment,
net of allowances  for  estimated  future  returns and for excess  quantities in
distribution channels, provided that no significant vendor obligations exist and
collections  of  accounts  receivable  are  probable.  Estimates  of returns and
exchanges  may change in the future based upon future  facts and  circumstances.
For sales which provide for upgrades,  the portion of the sale  associated  with
the  upgrade  is  unbundled  and  recognized  ratably  over  the  terms  of  the
agreements.   Consulting  service  revenues,   which  include   development  and
professional fees, are recognized as the services are rendered.

COST OF PRODUCT LICENSES

         The cost of product licenses  primarily  includes costs associated with
product packaging,  documentation,  software duplication and shipping as well as
royalties  paid to third  parties.  Commissions on product sales are included in
selling  and  marketing  expenses.  At the  initial  license  date,  the Company
recognizes the liability for the estimated cost of warranties and  insignificant
postdelivery obligations.



                                       -6-

<PAGE>



RESEARCH AND DEVELOPMENT

         Research  and  development  costs are  expensed  as they are  incurred.
Statement of Financial  Accounting  Standards (SFAS) No. 86, "Accounting for the
Costs of Computer Software to Be Sold, Leased or Otherwise  Marketed,"  requires
capitalization   of  certain  software   development  costs  subsequent  to  the
establishment  of  technological  feasibility.  Based on the  Company's  product
development process, technological feasibility is established upon completion of
a working model. Costs incurred by the Company between completion of the working
model and the point at which the product is ready for general  release have been
insignificant.

NET LOSS PER SHARE

         The  Company's  net loss per  share  is based on the  weighted  average
number of common shares outstanding,  and excludes common equivalent shares from
the per share calculations, as the effect of their inclusion is antidilutive.

         In  March  1997,  the  Financial   Accounting  Standards  Board  issued
Statement of  Financial  Accounting  Standards  No. 128,  "Earnings  Per Share".
Effective  October 1, 1997,  the Company  will adopt the  provisions  of the new
statement, changing from its current method of accounting for net loss per share
as set forth in APB Opinion No. 15.  Adoption of Statement  No. 128 will require
retroactive  presentation  of net loss  per  share  in  historical  consolidated
financial  statements.  The  Company's  net  loss  per  share  presented  in the
accompanying   consolidated   financial   statements  as  calculated  under  the
provisions  of APB Opinion No. 15 is the same as if the basic net loss per share
under Statement No. 128 had been presented.  Additionally, net loss per share as
presented herein is also the same as if the diluted net loss per share under the
provisions  of  Statement  No.  128 had  been  presented,  since  the  Company's
outstanding  stock  options  would not have  been  included  in the  calculation
because their effect would have been anti-dilutive.

2.       SUBSEQUENT EVENT

         In April 1997,  the Board of Directors  approved  management's  plan to
reorganize the Company into two divisions:  Technical  Professional Products and
Content Management  Products and to focus more of its resources on its Technical
Professional  Products  division,  as well as its direct  sales  channels,  both
telemarketing  and online.  In connection with the  reorganization,  the Company
expects to record a one-time  restructuring charge between $700,000 and $900,000
in the second quarter of 1997.

          In May  1997,  the  Company  entered  into  Amendment  No.  1 to Asset
Purchase Agreement and Escrow Agreement with the principals of and successors to
BookMaker Corporation (BookMaker),  terminating the remaining earnout provisions
of the Asset  Purchase  Agreement  relating to the  aquisition  of the BookMaker
assets by the Company,  and releasing the escrow shares  (24,837  shares) to the
successors and assigns of BookMaker.  In connection therewith, a total of 99,134
earnout  shares  deposited  in escrow at the  closing  will be  returned  to the
Company  for  cancellation  and the  remaining  earnout  shares  (100,128)  will
continue to be held in escrow until April 15,  1998,  at which time they will be
delivered to BookMaker's assigns.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS.

OVERVIEW

           The  Quarterly   Report  on  Form  10-QSB  contains   forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
Section 21E of the Securities  Exchange Act of 1934. Actual results could differ
materially from those projected in the forward-looking statements as a result of
a number of important factors.  For a discussion of important factors that could
affect the Company's results,  please refer to the financial statement line item
discussions below. Readers are also encouraged to refer to the


                                       -7-

<PAGE>



Company's  1996  Annual  Report on Form  10-KSB for  further  discussion  of the
Company's business and the risks and opportunities attendant thereto.

           Formed in 1992 and headquartered in Houston, ForeFront (NASDAQ: FFGI)
(http://www.ffg.com)  develops and markets  Internet,  Intranet  and  PC/Network
software  applications  for a variety of market  segments  including  PC/Network
professionals,  mobile computing, education,  telecommunications,  groupware and
small  office/home   office  (SOHO).   ForeFront's   Internet  products  include
WebWhacker,  the first  offline  browser and  recently  named by Internet  World
magazine as the  premium  product in its  category,  and  WebPrinter,  a leading
product  that allows  printing of HTML pages in booklet  format.  The  Company's
worldwide  customer base  includes  industry  leaders such as Microsoft,  Apple,
Mitsubishi, Verity, Brother International and McGraw-Hill CEC, among others. The
Company  distributes  its  software  products  in over 600 retail  stores in the
United States, as well as  internationally,  in Europe through its sales offices
and in Japan through  AISoft,  Inc., a wholly owned  subsidiary of  Seiko-Epson.
ForeFront  Direct,  the  Company's  wholly owned direct sales  channel  based in
Clearwater,  Florida also markets the Company's  Internet and Intranet software,
and is a leading publisher of PC/Network software.

           The Company  delivers  its  products  through  multiple  distribution
channels,  including  its  proprietary  electronic  storefront  and other online
resellers over the Internet,  original equipment manufacturers ("OEMs"),  system
integrators, value added resellers ("VARs"), catalogs, and direct telemarketing.
The Company  introduced  its Internet  products for  purchase  from  traditional
software  retailers in the fourth  quarter of 1996. The Company also markets its
Internet products through alliances with other computer software  companies that
incorporate  bundled  versions  of the  Company's  Internet  products  with  the
products of such other companies.

           The  Company  is  continuing  to  develop   additional   productivity
applications for the Internet,  Intranet and PC/Network markets internally,  and
will  continue  to seek to acquire  additional  technologies  from  outside  the
Company,  via licensing or  acquisition,  to accelerate  the market entry of the
Company's products.

REORGANIZATION

           In April  1997 the  Company  announced  that it had  reorganized  its
operations to focus more of its resources on its Technical Professional Products
division,  as well as its direct sales channels,  both telemarketing and online.
The Company is now organized into two product divisions:  Technical Professional
Products and Content Management Products.  The Technical  Professional  Products
division based in Clearwater,  Florida, licenses and markets software to Network
Managers,  Network  Administrators,  PC and Network Technicians,  WebMasters and
WebManagers.  This includes a line of system management and diagnostic software,
as well as a line of technical  computer-based training (CBT) software programs.
The Company is also  planning to  introduce  several new  products in 1997 which
enable more effective  utilization  and management of corporate  intranets.  The
Content Management  Products division based in Palo Alto,  California,  and Salt
Lake City, Utah develops and markets ForeFront's  desktop Internet  productivity
products,   including   WebWhacker(TM),   WebSeeker(TM),   WebPrinter(TM),   and
GrabNet(TM) as well as ClickBook(R),  ForeFront's  proprietary  booklet printing
technology.  Corporate  operations will continue to be managed from  ForeFront's
headquarters in Houston,  with certain  administrative  functions being moved to
Clearwater, Florida.

           The announcement  reflects a strategic  decision by ForeFront's board
and executive  management team to focus more of its corporate  resources  toward
expanding  its  profitable  Technical  Professional  Products  division,   which
continues  to grow at an annual  rate  exceeding  35%.  In  connection  with the
reorganization,  the Company expects to record a one-time  restructuring  charge
between $700,000 and $900,000 in the second quarter of 1997.



                                       -8-

<PAGE>



RESULTS OF OPERATIONS

           The Company's  revenues  increased  51% from  $2,753,163 in the three
months ended March 31, 1996 to $4,151,907 in the comparable 1997 period. For the
three months ended March 31, 1996, the Company's revenues were derived primarily
through its direct  telesales  channel and through OEM agreements.  For the same
period in 1997,  revenues were  generated  primarily  from the direct  telesales
channel,  the Company's  electronic  storefront,  retail  channels in the United
States and Europe and through OEM agreements. Revenues from the direct telesales
channel  increased  approximately  $990,000  or 43%,  while  revenues  from  the
remaining channels increased approximately $400,000 or 86%.

           The Company's research and development expenses increased by 90% from
$361,976 in the three months ended March 31, 1996 to $687,622 in the  comparable
1997  period.  The  increase  is  primarily  due  to  additional   research  and
development  on the  Company's  Internet line of products.  Future  research and
development expenses will be reduced as a result of the Company's reorganization
which  includes a reduction in personnel and related  expenses for the Company's
Content Management Products Division.

           Selling and marketing  costs increased by 136% from $1,435,370 in the
three months ended March 31, 1996 to $3,392,405 in the  comparable  1997 period.
The increase is primarily due to increased sales personnel,  sales  commissions,
and the continued  establishment and expansion of various distribution channels.
The Company  expects to increase its sales and marketing  staff in the Technical
Professional Products Division in accordance with the targeted revenue goals and
expectations of management.

           General and  administrative  costs  increased by 47% from $436,967 in
the three months ended March 31, 1996 to $641,429 in the comparable 1997 period.
The increase is due to increased  personnel  and  recruiting  costs,  as well as
higher administrative costs as a result of becoming a public company.

LIQUIDITY AND CAPITAL RESOURCES

           At March  31,  1997 the  Company  had  cash and cash  equivalents  of
$4,756,727  and  working  capital  of  $4,544,559.   The  Company  has  financed
approximately  $6.3  million  of cash  used in  operating  activities  from 1992
through March 1997, primarily through the issuance of approximately  $957,000 of
preferred  stock in 1992,  $1.6 million of common stock in 1993 and $1.6 million
of  preferred  stock  and  notes  payable  converted  into  preferred  stock and
$11,855,000 of common stock in 1995.

           The Company  believes that its available  funds will be sufficient to
meet its  anticipated  cash needs for  operations,  working  capital and capital
expenditures  through mid 1998.  Thereafter,  if cash generated by operations is
insufficient to satisfy the Company's  liquidity  requirements,  the Company may
seek to sell additional  equity or debt securities or obtain credit  facilities.
The sale of additional  equity or  convertible  debt  securities  will result in
additional  dilution to the  Company's  stockholders.  There can be no assurance
that the  Company  will be able to raise such  capital  when  needed or on terms
favorable to the Company.

           The Company's  liquidity  will be reduced as amounts are expended for
expansion  of sales  and  marketing  activities  and the  implementation  of its
reorganization  plan. While not currently  anticipated,  the Company's liquidity
could also be reduced if  significant  amounts were expended for equipment or to
license or acquire  proprietary  technology owned by others or to legally defend
its proprietary  technology.  Additionally,  depending upon market conditions or
future business opportunities, the Company may decide to issue additional equity
or debt  securities for cash or to acquire  assets or technology of others.  The
working  capital  of the  Company  may also be used to  acquire  such  assets or
technology, reducing the funds available for alternative use.

          As a result of the Company's  limited operating  history,  the Company
does not have historical  financial data for a significant  number of periods on
which to base planned operating expenses. Accordingly,


                                       -9-

<PAGE>



the Company's  expense levels are based in part on its expectations as to future
revenues.  However, the Company typically operates with no backlog. As a result,
quarterly sales and operating  results generally depend on the volume and timing
of and  ability  to  fulfill  orders  received  within  the  quarter,  which are
difficult to forecast.  The Company may be unable to adjust spending in a timely
manner to compensate for any unexpected  revenues  shortfall.  Accordingly,  any
significant  shortfall  of demand for the  Company's  products  and  services in
relation to the Company's expectations would have an immediate adverse impact on
the Company's business,  operating results and financial condition. In addition,
the  Company  plans to  increase  its  operating  expenses  related to sales and
marketing efforts in the Technical Professional Products division. To the extent
that  such  expenses  precede  or are not  subsequently  followed  by  increased
revenues, the Company's business, operating results and financial condition will
be materially adversely affected.

           The Company expects to experience significant  fluctuations in future
quarterly operating results that may be caused by many factors, including demand
for the  Company's  products,  introduction  or  enhancement  of products by the
Company  and  its  competitors,  market  acceptance  of  new  products,  mix  of
distribution  channels  through  which  products  are sold,  mix of products and
services  sold,  and  general  economic  conditions.  As a result,  the  Company
believes that period-to-period  comparisons of its results of operations are not
necessarily meaningful and should not be relied upon as any indication of future
performance.  Due to all of the  foregoing  factors,  it is likely  that in some
future quarter the Company's operating results will be below the expectations of
public market analysts and investors.  In such event, the price of the Company's
Common Stock would likely be materially adversely affected.



                                      -10-

<PAGE>



                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

           (a)    Exhibits

                  Exhibit
                  Number 

                   27          Financial Data Schedule

           (b)    None.


                                      -11-

<PAGE>


                                   SIGNATURES

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

                                     THE FOREFRONT GROUP, INC.



Date:  May 15, 1997                  By:  /s/ David Sikora
                                        --------------------------------
                                        David Sikora
                                        President and Chief Executive Officer



Date: May 15, 1997                   By:  /s/ Ernest D. Rapp
                                        --------------------------------
                                        Ernest D. Rapp
                                        Chief Financial Officer
                                        (Principal Financial and 
                                        Accounting Officer)