================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                             ----------------------

                                    FORM 10-K

(Mark One)

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 2001
                          ------------------------------------------------------

                                       OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _______________________ to ______________________


                          Commission file number 1-8547


                             LINCORP HOLDINGS, INC.
--------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


             DELAWARE                                 23-2161279
   ---------------------------------     ---------------------------------------
   (State or Other Jurisdiction of       (I.R.S. Employer Identification Number)
    Incorporation or Organization)


          3900 Park Ave., Suite 102
          Edison, NJ                                     08820
   ---------------------------------     ---------------------------------------
   (Address of Principal Executive                     (Zip Code)
    Offices)


   Registrant's Telephone Number,
       Including Area Code:                          (732) 494-9455
--------------------------------------------------------------------------------

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
Common Stock, par value $.01 per share                NONE


<PAGE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to  file  such  reports),  and  (2)  has  been  subject  to  such
requirements for the past 90 days.

                  Yes   X                         No
                      ----                           ----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K is not considered  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The  Company's  common  stock,  which  is  traded  over  the  counter,   had  no
identifiable  transactions  during 2001 and through March 22, 2002. Based on the
last identifiable  common stock  transaction,  the aggregate market value of the
Company's  common stock held by  non-affiliates  of the  registrant  would be an
indeterminate  nominal amount. On March 22, 2002, there were 1,730,559 shares of
registrant's common stock outstanding.



                       DOCUMENTS INCORPORATED BY REFERENCE

      See Item 14 (c) for a listing of exhibits incorporated by reference.









<PAGE>

                                     PART I

ITEMS  1 AND 2.                  BUSINESS AND PROPERTIES


RECENT DEVELOPMENTS

         On July 23,  2001,  Lincorp  Holdings,  Inc.'s (the  "Company")  parent
company, Unicorp Inc. ("Unicorp") sold 370,000 of the Company's common shares to
two unrelated third parties.  This  transaction  reduced  Unicorp's common stock
ownership in the Company to 916,886 shares or 52.98%.

         At  the  same  time,   Unicorp  sold  its  rights  and  obligations  to
approximately  $168.9  million of the Company's  principal and accrued  interest
outstanding under several of its debt obligations to an unrelated party. Unicorp
continues to hold approximately $7.1 million of the Company's debt obligations.

         At December 31, 2001, the Company had  approximately  $176.0 million of
principal  and  accrued  interest  (the  "Indebtedness")  outstanding  under its
various debt obligations. The Company is in payment default under several of the
debt obligations  comprising the Indebtedness.  The Indebtedness is secured by a
senior security interest in all of the Company's assets.

         The Company's debt holders have waived substantially all interest owing
by the Company on its Indebtedness to them that would have otherwise accrued for
the twelve  months  ended  December  31,  2001.  The total  interest  waived was
approximately $10.9 million.

         The Company's sources of funds during the year ended December 31, 2001,
and to date, have been primarily from its previously  existing cash balances and
advances from Unicorp.  Unless the Company's  debt holders  continue to defer in
realizing on the pledged collateral, the Company will be unable to continue as a
going concern. As of December 31, 2001, the Company's  stockholders' deficit was
$179.7 million.

REAL ESTATE AND MORTGAGE LOAN TRANSACTIONS

         During the fourth  quarter of 1997,  the  Company  made a $0.6  million
secured first mortgage loan to Republic  Development Co. (the "Republic Mortgage
Loan") for the purpose of  developing a commercial  real estate  property.  This
loan was  scheduled  to mature May 19, 1998.  To finance this loan,  the Company
borrowed funds from Unicorp. The Unicorp borrowing was in the form of a $602,000
discounted  note (the "Unicorp  Republic Note") which matured on May 19, 1998 in
the amount of $620,000 and is secured by the Republic Mortgage Loan.

         The  Republic  Mortgage  Loan  was not  repaid  on May 19,  1998 and in
November  1999,  the Company  foreclosed on the Republic  Mortgage Loan and took
possession  of the land.  As of  December  31,  2000,  the  Company  reduced the
carrying  value of the land to $300,000  which it  believes is the current  fair
market value of the land. The Unicorp  Republic  Note,  which matured on May 19,
1998, was not repaid by the Company as its payment was dependent upon collecting
the Republic  Mortgage  Loan.  Unicorp has agreed to defer the collection of its
note until the land is sold.


                                      -1-
<PAGE>

EMPLOYEES

         The Company presently has no compensated employees.

ITEM 3.      LEGAL PROCEEDINGS

         (A) Joseph Frazier  ("Frazier") has instituted  three lawsuits in which
Lincorp  Holdings,  Inc., the Company's  predecessors in interest,  Greit Realty
Trust Company and Unicorp America Corporation (collectively the "Company"),  and
other parties were named as defendants. All three actions arose from a series of
real estate-related transactions which began in 1978 with respect to property in
Bucks  County,  PA  (the  "Bucks  Property").   More   specifically,   Frazier's
partnership  used a  mortgage  as a vehicle  pursuant  to which  Greit  paid the
partnership $400,000 contemporaneously with entering into the agreement and gave
the  partnership  a  Promissory  Note in the amount of  $850,000  which  further
provided for nineteen annual payments of $10,000 each and a final installment of
$660,000. In return, the partnership assigned its rights in an Agreement of Sale
for the Bucks  Property  to Greit.  The  Company has not made any payment to the
partnership since 1992 and has a $730,000  unsecured  liability  recorded in its
financial statements.

         In 1993,  Frazier  instituted an action in the Court of Common Pleas of
Philadelphia County asserting claims against the Company for fraud and breach of
contract,  I.E.,  the failure to make certain  payments due and owing to Frazier
and/or a general  partnership  in which he had an interest in connection  with a
mortgage granted to Frazier's  partnership by Greit. In 1997, Frazier instituted
a second  action in the Court of Common Pleas of  Philadelphia  County  alleging
fraudulent  conveyancing  of  the  Bucks  Property  by  five  separate  parties,
including  the Company.  These  actions have been  consolidated  with FRAZIER V.
ESTATE OF WRIGHT,  an action  previously  filed in the Court of Common  Pleas of
Philadelphia  County by Frazier  against his late  partner and  attorney,  Bruce
Wright,  alleging legal  malpractice.  The two actions  against the Company were
dismissed for failure to join an indispensable party. The appellate court denied
Frazier's appeal of that dismissal as premature until judgment is entered in the
FRAZIER V. ESTATE OF WRIGHT case.

         In 1998,  Frazier  instituted an action in the Court of Common Pleas of
Bucks County, PA asserting vague claims arising from the conveyance of the Bucks
Property.  Frazier has asserted  claims  against the Company and numerous  other
parties,  including  approximately  475 homeowners  who currently  reside on the
Bucks  Property.  Frazier  sought to eject the  homeowners  from their homes and
regain possession of the Bucks Property.  The Court has dismissed claims against
the home-owners. Frazier still seeks damages of $84 million from the Company and
from other defendants.  The Company is vigorously defending the claims that have
been asserted in the Bucks County action.

         (B)  A  tax  assessment  (the   "Assessment")  has  been  made  by  the
Commonwealth of Massachusetts  against a former  wholly-owned  subsidiary of the
Company,  which was  dissolved in July 1990.  The  Massachusetts  Department  of
Revenue (the "MDR") stated, in a notice dated February 15, 1992, that the amount
due and owing was $1.2  million  and it is  believed  that  additional  interest
and/or  penalties have been imposed with regard to the  Assessment.  On November
29, 1993,  an Offer in  Settlement  (the  "Offer") was forwarded to the MDR with
respect to the Assessment which was rejected by the MDR on October 26, 1995,


                                      -2-
<PAGE>

and there have been no subsequent  developments  on this matter since that date.
The ultimate outcome of the Assessment cannot be determined at this time.

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

             Not Applicable.






















                                      -3-
<PAGE>

                                     PART II

ITEM 5.      MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
             RELATED STOCKHOLDER MATTERS

         The  Company's  Common  Stock is traded over the  counter.  During 2001
there were no identifiable stock transactions.

         On March 22, 2002, there were  approximately 766 stockholders of record
of the  Company's  Common Stock.  There were no dividends  paid on the Company's
Common Stock in 2001 and 2000.

ITEM 6.      SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                             YEAR ENDED DECEMBER 31,
                                                     --------------------------------------------------------------------
                                                         2001          2000          1999          1998            1997
                                                     ----------    -----------    ----------    -----------    ----------
                                                                             (DOLLARS IN THOUSANDS)

<S>                                                  <C>           <C>            <C>           <C>          <C>
INCOME STATEMENT DATA

Interest income...................................   $       --    $       --     $       --    $       34   $        19
Interest expense..................................         (122)         (128)          (109)       (5,595)      (12,418)
Rental income.....................................           --            --             --            --           357
Gain on sale of real estate assets................           --            --             --           135         6,631
Other income......................................           --            83              3            --           236
Other expense.....................................          (70)         (401)          (237)         (213)         (190)
                                                     -----------   -----------    -----------   -----------    ----------
Loss before income taxes..........................         (192)         (446)          (343)       (5,639)       (5,365)
Provision for (refund of) income taxes............           --           (11)            (4)           22            16
                                                     ----------    -----------    -----------   ----------   -----------
Net loss..........................................   $     (192)   $     (435)    $     (339)   $   (5,661)  $    (5,381)
                                                     ===========   ===========    ===========   ===========  ============
</TABLE>


                                      -4-
<PAGE>

ITEM 6.      SELECTED FINANCIAL DATA, CONTINUED

<TABLE>
<CAPTION>

                                                                        AT OR FOR THE YEAR ENDED DECEMBER 31,
                                                     ---------------------------------------------------------------------------
                                                         2001           2000             1999           1998              1997
                                                     -----------     ---------      ------------    -----------    -------------
                                                                      (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<S>                                                  <C>             <C>            <C>            <C>             <C>
INCOME STATEMENT DATA

Per share amounts
Basic loss per share of common stock
     outstanding..................................   $     (0.11)    $    (0.25)    $     (0.20)   $     (3.27)    $      (3.11)
                                                     ============    ===========    ============   ============    =============

Weighted average shares of common stock
     outstanding..................................          1,731          1,731           1,731          1,731            1,731
                                                     ============    ===========    ============   ============    =============

BALANCE SHEET DATA

Total assets......................................   $        311    $      370     $        652   $        746    $       1,535
                                                     ============    ==========     ============   ============    =============

Other borrowed funds, excluding accrued interest..   $     97,154    $    97,154    $     97,154   $     97,154    $      97,814
                                                     ============    ===========    ============   ============    =============

Total stockholders' deficit.......................   $   (179,663)   $   (179,471)  $   (179,036)  $   (178,697)   $    (173,036)
                                                     ============    ============   =============  ============    =============
</TABLE>







                                      -5-
<PAGE>



ITEM 7.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS

LIQUIDITY AND GOING CONCERN

         At December 31, 2001, the Company had  approximately  $176.0 million of
principal  and  accrued  interest  (the  "Indebtedness")  outstanding  under its
various debt obligations. The Company is in payment default under several of the
debt obligations  comprising the Indebtedness.  The Indebtedness is secured by a
senior  security  interest  in all of the  Company's  assets.  See Note 5 to the
Company's Financial Statements.

         During 2001, the Company's  debt holders agreed to waive  substantially
all  interest  owing by the  Company  on its  Indebtedness  to them  that  would
otherwise  accrue for the twelve  months  ended  December  31,  2001,  which was
approximately $10.9 million.

         The Company's sources of funds during the year ended December 31, 2001,
and to date, have been primarily from its previously  existing cash balances and
advances from Unicorp.  Unless the Company's  debt holders  continue to defer in
realizing on the pledged collateral, the Company will be unable to continue as a
going concern. As of December 31, 2001, the Company's  stockholders' deficit was
$179.7 million.

RESULTS OF OPERATIONS

2001 COMPARED TO 2000

         For the year ended December 31, 2001, the Company had a net loss of $.2
million  compared to a net loss of $.4 million for the year ended  December  31,
2000.

2000 COMPARED TO 1999

         For the year ended  December  31,  2000,  the Company had a net loss of
$0.4 million  compared to a net loss of $0.3 million for the year ended December
31, 1999.

FINANCIAL POSITION

MATERIAL CHANGES SINCE DECEMBER 31, 2000

         There were no significant  changes in the Company's  financial position
since December 31, 2000.

                                      -6-
<PAGE>

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The  Financial  Statements  of the  Company are set forth in Part IV on
pages F-1 to F-10 and incorporated herein by reference.  See "Item 14. Exhibits,
Financial  Statement  Schedules  and Reports on Form 8-K" for a complete list of
Financial Statements and Financial Statement Schedules.

ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURE

             None.
















                                      -7-
<PAGE>

                                    PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

         The term of each  director  is for one year and  thereafter  until  his
successor  shall  have been  elected  and  qualified.  The  Company's  executive
officers are elected by, and serve at the discretion of the Board of Directors.

         The following table sets forth certain information with respect to each
director and executive officer of the Company on March 22, 2002.

                                                                   Service with
Name                     Age        Position with Company          Company from
----                     ---        ---------------------          ------------
George S. Mann            69        Chairman of the Board (1)           1981

Ian G. Cockwell           54        Director (2)                        1994

Ralph V. Marra            64        Director (1)                        1994

Jack R. Sauer             49        President                           1996

Gordon Flatt              39        Vice President and                  1998
                                    Chief Financial Officer (2)


---------------
(1)   Member of the Executive Committee.
(2)   Member of the Audit Committee.




                                      -8-
<PAGE>

         George S. Mann has served as Chairman  of the Board since 1981,  and as
President from 1989 through August,  1996. He served as Chairman of the Board of
Unicorp from 1983 until June 1990, and served as a Director until July 1998.

         Ian G.  Cockwell has been  President of Westcliff  Management  Services
Inc. since prior to 1988. He is currently the Chairman of Unicorp. He has been a
Director of the Company since November 1994.

         Ralph V. Marra has been Corporate  Controller for SSR Realty  Advisors,
Inc.  since April 1998.  Prior to that he was Director of Planning with New Plan
Reality Inc. from December 1997. From October 1994 through  December 1997 he was
the Senior Managing Director of Grubb and Ellis Inc.

         Jack R. Sauer has been the President of the Company since August, 1996.
He is also the Vice  President and Director of the Catalyst  Group,  Inc.  since
February, 1990.

         Gordon  Flatt was  President of Unicorp  until April 3, 2000.  Prior to
that he was the Chief Operating  Officer of Unicorp since September 1997. He has
been the Vice  President  and  Chief  Financial  Officer  of the  Company  since
December 1998.










                                      -9-
<PAGE>

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         Section 16(a) of the Exchange Act requires the  Company's  officers and
directors  and persons who own more than 10% of the  Company's  Common  Stock to
file initial reports of ownership and reports of changes of ownership  (Forms 3,
4 and  5) of the  Company's  Common  Stock  with  the  Securities  and  Exchange
Commission (the "SEC").  Officers,  directors and beneficial owners of more than
10% of the Company's Common Stock are required by the SEC regulations to furnish
the Company with copies of such forms that they file.

         To the Company's knowledge, based solely on the Company's review of the
copies of such  reports  received  by the  Company,  all  Section  16(a)  filing
requirements applicable to its officers, directors and beneficial owners of more
than 10% of the Company's Common Stock, were complied with.

DIRECTORS REMUNERATION

         Directors of the Company receive a fee of $600 for actual attendance at
each directors' or committee meeting.  Where meetings of the Board or committees
thereof are held by telephone conference,  directors receive a fee of $150. Fees
paid to all directors for attendance at the Board and committee  meetings during
the year ended December 31, 2001, totaled $1,350.

DIRECTORS MEETING AND COMMITTEES

         The Board of Directors  of the Company held 4 meetings  during the year
ended December 31, 2001. During the year, the directors attended between 50% and
100% of the meetings.

         The Board of Directors has a standing Audit Committee which  represents
the  Board  of  Directors  in  its  relations  with  the  Company's  independent
accountants and oversees the Company's  compliance with operating procedures and
policies.  This  committee  also approves the scope of the  Company's  financial
statement examinations, monitors the adequacy of the Company's internal controls
and reviews and monitors any other activity that the committee  deems  necessary
or appropriate.  The Company does not have a standing Compensation or Nominating
Committee.  The Executive  Committee is authorized to act on behalf of the Board
of Directors between Board meetings and to have such powers and duties which may
lawfully be assigned to it under Delaware law.

         The only Committee  which held a meeting during the year ended December
31, 2001, was the Audit Committee which held one meeting.


                                      -10-
<PAGE>

ITEM 11.     EXECUTIVE COMPENSATION

         No executive  officer of the Company,  received  any  compensation  for
their services during any of the years ended December 31, 2001, 2000 or 1999.

         No  compensation  committee  report or  performance  graph is  included
herein because none of the executive officers draws any salary from the Company.


















                                      -11-
<PAGE>

ITEM 12.     SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND OFFICERS AND OTHER
             PRINCIPAL HOLDERS OF THE COMPANY'S VOTING SECURITIES

         The table  below sets forth  information  concerning  the shares of the
Common Stock beneficially owned by the individual  directors,  all directors and
officers  of the Company as a group  without  naming them and each person who is
known by the Company to be the beneficial owner of more than five percent of the
Common Stock as of March 22, 2002.  The address of each of the  directors is c/o
Lincorp Holdings, Inc., 3900 Park Ave., Suite 102, Edison, NJ 08820. The address
of Unicorp is 67 Yonge Street Suite 1101 Toronto, Ontario, Canada M5E1J8.

                                            Shares of
                                          Common Stock
                                          Beneficially
      Name of                              Owned as of                Percent of
 Beneficial Owner                       February 15, 2002                Class
 ----------------                    -----------------------          ----------

Unicorp Inc. (1)                             916,886                    52.98%

Ian G. Cockwell (1)                          916,886                    52.98%

All officers and directors                   916,886                    52.98%
as a group (1)

Coastal Global Equities, Inc.                300,000                    17.34%




-------------

(1)   The stockholdings  indicated  for Mr. Cockwell  are all owned  directly by
      Unicorp. Mr. Cockwell disclaim beneficial ownership of all such shares.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         See Items 1 and 2 - Recent  Developments  and Real Estate and  Mortgage
Loan Transactions.


                                      -12-
<PAGE>

                                     PART IV

ITEM 14.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                                                                                             <C>
       (a) (1)  Financial Statements

                Independent Auditors' Report............................................        F-1

                Balance Sheets as of
                  December 31, 2001 and 2000............................................        F-2

                Statements of Operations for the years ended
                  December 31, 2001, 2000, and 1999.....................................        F-3

                Statements of Changes in Stockholders' Deficit for the
                  years ended December 31, 2001, 2000, and 1999.........................        F-4

                Statements of Cash Flows for the years ended
                  December 31, 2001, 2000 and 1999......................................        F-5

                Notes to Financial Statements...........................................        F-6
</TABLE>

             (2)All  schedules  have been omitted  because they are not required
                or  because  the  required   information  is  contained  in  the
                financial statements or notes thereto.

       (b) Reports on Form 8-K

                None.


       (c) Exhibits

<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                                                                                             <C>
        3.1    Restated Certificate of Incorporation of the Company,                            *
               as amended to date (incorporated by reference to Exhibit 3.1 to
               the Company's Annual Report on Form 10-K for the year ended
               December 31, 1987).
</TABLE>

                                      -13-
<PAGE>

<TABLE>
<S>                                                                                             <C>
        3.2    By-Laws of the  Company as  amended  to date  (incorporated  by                  *
               reference to Exhibit 3.2 to the Company's Annual Report Form 10-K
               for the year ended December 31, 1986).

      10.01    Subscription  and Purchase  Agreement  dated December 31, 1987,                  *
               between the Company and Unicorp  (incorporated  by  reference  to
               Exhibit  2.2 to the  Company's  Current  Report  Form  8-K  dated
               January 14, 1988).

      10.02    Letter Agreement re:  Line of Credit dated November 30, 1989,                    *
               between  Unicorp and the Company  (incorporated  by  reference to
               Exhibit 10.23 to the Company's Annual Report on Form 10-K for the
               year ended December 31, 1989).

      10.03    Revolving Demand Note dated November 30, 1989,                                   *
               from the Company to Unicorp (incorporated by reference to
               Exhibit 10.24 to the Company's Annual Report on Form 10-K for the
               year ended December 31, 1989).

      10.04    Consulting Agreement dated as of February 13, 1990, between the                  *
               Company and Coscan Inc.  (incorporated  by  reference  to Exhibit
               10.27 to the  Company's  Annual  Report on Form 10-K for the year
               ended December 31, 1989).

      10.05    Letter Agreement re:  Operating Deficit Loan Agreement                           *
               dated February 13, 1990, between the Company and Coscan Inc.
               (incorporated by reference to Exhibit 10.28 to the Company's
               Annual Report on Form 10-K for the year ended December 31, 1989).

      10.06    Form of Promissory Note from the Company to Coscan Inc.                          *
               (incorporated  by  reference  to Exhibit  10.29 to the  Company's
               Annual Report on Form 10-K for the year ended December 31, 1989).
</TABLE>

                                      -14-
<PAGE>

<TABLE>
<S>                                                                                             <C>
      10.07    Closing  Agreement,  dated  as of  July  23,  1990,  among  the                  *
               Company,  Coscan Colorado Inc. ("CCI"),  Coscan Colorado LHI Inc.
               and Coscan Commercial Limited  Partnership,  a California Limited
               Partnership  ("Coscan  California)  (incorporated by reference to
               Exhibit 28.1 to the Company's Report on Form 8-K dated August 13,
               1990).

      10.08    Closing  Agreement,  dated  as of  July  23,  1990,  among  the                  *
               Company,   Coscan  California  Commercial  Inc.  ("CCC"),  Coscan
               California LHI Inc. and Coscan Commercial Limited Partnership,  a
               California Limited Partnership ("Coscan California) (incorporated
               by reference to Exhibit 28.2 to the Company's  Report on Form 8-K
               dated August 13, 1990).

      10.09    Agreement of Limited Partnership of Coscan Commercial,                           *
               dated as of July 23, 1990 (incorporated by reference to Exhibit
               28.3 to the Company's Report on Form 8-K dated August 13, 1990).

      10.10    Agreement of Limited Partnership of Coscan Commercial,                           *
               dated as of July 23, 1990 (incorporated by reference to Exhibit
               28.3 to the Company's Report on Form 8-K dated August 13, 1990).

      10.11    Letter  Agreement,  dated as of July 23, 1990,  among CCI, CCC,                  *
               the Company,  Coscan Commercial and Coscan California,  regarding
               loans by CCI and CCC  (incorporated  by reference to Exhibit 28.5
               to the Company's Report on Form 8-K dated August 13, 1990).

      10.12    $24,000,000  Secured  Revolving Credit  Agreement,  dated as of                  *
               July 25, 1990 (the "Senior Credit Agreement"), among the Company,
               Hees International Bancorp Inc. ("Hees"), National Bank of Canada
               ("NBC") and NBC, as Agent  (incorporated  by reference to Exhibit
               28.6 to the Company's Report on Form 8-K dated August 13, 1990).
</TABLE>


                                      -15-

<PAGE>

<TABLE>
<S>                                                                                             <C>
      10.13    Amended and  Restated  Credit  Agreement,  dated as of July 25,                  *
               1990,  between the Company and NBC  (incorporated by reference to
               Exhibit 28.7 to the Company's Report on Form 8-K dated August 13,
               1990).

      10.14    Letter Agreement,  dated July 25, 1990, between Unicorp and the                  *
               Company  regarding the  revolving  line of credit from UCC to the
               Company  (incorporated  by  reference  to  Exhibit  28.8  to  the
               Company's Report on Form 8-K dated August 13, 1990).

      10.15    Securities Pledge Agreement, dated as of July 25, 1990,                          *
               by the Company in favor of Unicorp (incorporated by reference to
               Exhibit 28.8 to the Company's Report on Form 8-K dated August 13,
               1990).

      10.16    Lincorp Pledge Agreement, dated as of July 25, 1990, by Lincorp                  *
               Inc. in favor of Unicorp (incorporated by reference to Exhibit
               28.10 to the Company's Report on Form 8-K dated August 13, 1990).

      10.17    Subsidiaries Pledge Agreement, dated as of July 25, 1990,                        *
               by Unicorp Delaware I, Inc., Unicorp Delaware II, Inc. and ITT
               Missouri Corp. in favor of Unicorp (incorporated by reference to
               Exhibit 28.11 to the Company's Report on Form 8-K dated August
               13, 1990).

      10.18    Security Agreement, dated as of July 25, 1990, by the                            *
               Company in favor of Unicorp (incorporated by reference to Exhibit
               28.12 to the Company's Report on Form 8-K dated August 13, 1990).

      10.19    Agreement Relating to the Lincoln Savings Bank, FSB dated                        *
               as of December 31,  1992,  among the OTS, the Company and certain
               other  parties  (incorporated  by  reference  to Exhibit A to the
               Company's Current Report on Form 8-K dated January 20, 1993).

      10.20    Trust  Agreement  dated as of January 20, 1993,  among the OTS,                  *
               the Company and certain other parties (incorporated by reference
               to Exhibit B to the Company's Current Report on Form 8-K dated
               January 20, 1993).
</TABLE>


                                      -16-
<PAGE>

<TABLE>
<S>                                                                                             <C>
      10.21    Consent Agreement dated March 4, 1994, among Unicorp,                            *
               Union Holdings, Inc., Lincorp, Inc., the Company, Hees
               International Bancorp, Inc., National Bank of Canada, Anthony M.
               Frank, as trustee, the Lincoln Savings Bank, FSB and Anchor
               Savings Bank FSB (incorporated by referenced to Exhibit 10.23 to
               the Company's Annual Report on Form 10-K for the year ended
               December 31, 1993).

      10.22    Loan Modification  Agreement dated as of September 28, 1995, by                  *
               and  between  Coscan,  Inc.  and  the  Company  (incorporated  by
               reference to Exhibit B to the Company's  Report on Form 8-K dated
               September 28, 1995).

      10.23    Loan Modification  Agreement dated as of September 28, 1995, by                  *
               and between CCI and the Company  (incorporated  by  reference  to
               Exhibit C to the Company's Report on Form 8-K dated September 28,
               1995.)

      10.24    Agreement  dated as of  September 5, 1995,by and among CCI, the                  *
               Company,   Coscan  Limited  Partner   Corporation,   CCC,  Coscan
               California Limited Partner Corporation and Coscan, Inc.

     22        Subsidiaries of the Company.
</TABLE>



---------------------
*   Incorporated by reference.


                                      -17-
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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 in Edison, New Jersey.



Dated:   March 28,  2002


                                              LINCORP HOLDINGS, INC.



                                              By:  /s/ JACK R. SAUER
                                                 -------------------------------
                                                   Jack R. Sauer
                                                   President








                                      -18-
<PAGE>

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.




Name                         Title                                   Date
----                         -----                                   ----

/s/ GEORGE S. MANN           Chairman of the                      March 28, 2002
------------------------     Board of Directors
George S. Mann               (Principal Executive Officer)

/s/ JACK SAUER               President                            March 28, 2002
------------------------
Jack Sauer

/s/ IAN G. COCKWELL          Director                             March 28, 2002
------------------------
Ian G. Cockwell

/s/ RALPH V. MARRA           Director                             March 28, 2002
------------------------
Ralph V. Marra




                                      -19-
<PAGE>

                          Independent Auditors' Report


The Board of Directors and Stockholders
Lincorp Holdings, Inc.:


We have  audited  the  accompanying  balance  sheets of Lincorp  Holdings,  Inc.
("Company")  as of December  31, 2001 and 2000,  and the related  statements  of
operations,  changes in  stockholders'  deficit,  and cash flows for each of the
years in the  three  year  period  ended  December  31,  2001.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Lincorp Holdings,  Inc. as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for each of the  years in the three  year  period  ended  December  31,  2001 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the  Company  is in  default  on  several  of its credit
facilities   and,  at  December  31,  2001,   has  $97.1  million  of  principal
indebtedness, and $78.3 million of accrued and unpaid interest. In addition, the
Company has a net capital  deficiency of $179.7 million as of December 31, 2001.
These matters raise substantial doubt about the Company's ability to continue as
a going  concern.  The  Company's  plans in  regard  to these  matters  are also
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

                                    KPMG LLP


New York, New York
March 7, 2002



                                      F-1
<PAGE>


                             LINCORP HOLDINGS, INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                       ---------------------------------
                                                                            2001               2000
                                                                       --------------     --------------

                                                                            (dollars in thousands)
<S>                                                                    <C>                <C>

ASSETS

Cash............................................................       $           11     $           70
Investment in real estate.......................................                  300                300
                                                                       --------------     --------------
                                                                       $          311     $          370
                                                                       ==============     ==============


LIABILITIES  AND  STOCKHOLDERS'  DEFICIT

Liabilities:
   Debt secured by real estate,
       including accrued interest...............................       $          620     $          620
   Other borrowed funds, including accrued interest.............              175,426            175,317
   Other liabilities............................................                3,928              3,904
                                                                       --------------     --------------
                                                                              179,974            179,841
                                                                       --------------     --------------

Commitments and contingent liabilities

Stockholders' deficit:
    Preferred stock, Series A;
       200 shares authorized;
       no shares issued and outstanding.........................                   --                 --
    Preferred stock, $.01 par value;
       10,000 shares authorized;
       no shares issued and outstanding.........................                   --                 --
    Common stock, $.01 par value;
       1,990,000 shares authorized;
       1,730,559 shares issued and outstanding..................                   17                 17
    Capital contributed in excess of par value..................              153,638            153,638
    Accumulated deficit.........................................             (333,318)          (333,126)
                                                                       ---------------    --------------
                                                                             (179,663)          (179,471)
                                                                       ---------------    --------------
                                                                       $          311     $          370
                                                                       ==============     ==============
</TABLE>

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


                                      F-2
<PAGE>

                             LINCORP HOLDINGS, INC.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                  Year ended December 31,
                                                                  -------------------------------------------------
                                                                        2001              2000            1999
                                                                  ---------------    -------------   --------------

                                                                                  (in thousands, except
                                                                                   per share amounts)

<S>                                                               <C>                 <C>              <C>
Income:

      Other income........................................        $           --      $         83     $          3
                                                                  --------------      ------------     ------------
           Total income...................................                    --                83                3
                                                                  --------------      ------------     ------------

Expense:
      Interest expense....................................                   122               128              109
      Write-down real estate asset........................                    --               311               --
      General and administrative expense..................                    70                90              237
                                                                  --------------      ------------     ------------
           Total expense..................................                   192               529              346
                                                                  --------------      ------------     ------------

Loss before income taxes..................................                  (192)             (446)            (343)

Refund of income taxes....................................                    --               (11)              (4)
                                                                  --------------      -------------    -------------

Net loss..................................................        $         (192)     $       (435)    $       (339)
                                                                  ===============     ============     ============

Basic loss per share of common stock outstanding..........        $        (0.11)     $       (0.25)   $     (0.20)
                                                                  ===============     =============    ===========

Weighted average shares of common stock outstanding.......                 1,731              1,731           1,731
                                                                  ==============      =============    ============
</TABLE>

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


                                      F-3
<PAGE>

                             LINCORP HOLDINGS, INC.

                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                                                             Capital
                                                                                           contributed
                                                                      Common               in excess             Accumulated
                                                                       stock              of par value              deficit
                                                                ----------------       -----------------     -----------------

                                                                                     (dollars in thousands)


<S>                                                             <C>                    <C>                   <C>
Balances, December 31, 1998...............................      $             17       $       153,638       $       (332,352)

    Net loss..............................................                    --                    --                   (339)
                                                                ----------------       ---------------       -----------------

Balances, December 31, 1999...............................                    17               153,638               (332,691)

    Net loss..............................................                    --                    --                   (435)
                                                                ----------------       ---------------       -----------------

Balances, December 31, 2000...............................                    17               153,638               (333,126)

    Net loss..............................................                    --                    --                   (192)
                                                                ----------------       ---------------       -----------------

Balances, December 31, 2001...............................      $             17       $       153,638       $       (333,318)
                                                                ================       ===============       =================
</TABLE>

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



                                      F-4
<PAGE>

                             LINCORP HOLDINGS, INC.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                  Year ended December 31,
                                                                   -------------------------------------------------
                                                                       2001               2000             1999
                                                                   -------------    --------------     -------------
                                                                                 (dollars in thousands)

<S>                                                                <C>               <C>               <C>
OPERATING ACTIVITIES
Net loss........................................................   $        (192)    $      (435)      $        (339)
Adjustments to reconcile net loss to net cash
    provided by  (used in) operating activities:
      Provision for uncollectible interest......................              --              --                  35
      Write-down real estate asset..............................              --             311                   -
      Increase in other liabilities.............................              24              44                 136
      Increase in interest payable..............................             109             109                 109
                                                                   -------------    ------------     ---------------
      Net cash (used in) provided by operating activities.......             (59)             29                 (59)
                                                                   --------------   ------------     ----------------

Net (decrease) increase in cash.................................             (59)             29                 (59)

Cash, beginning of year.........................................              70              41                 100
                                                                   -------------     -----------       -------------

Cash, end of year...............................................   $          11     $        70       $          41
                                                                   =============     ===========       =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the year for:

      Income taxes..............................................              --              --                   2
</TABLE>



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


                                      F-5
<PAGE>

                             LINCORP HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - CHANGE IN OWNERSHIP AND DEBT HOLDERS

         On July 23,  2001,  Lincorp  Holdings,  Inc.'s (the  "Company")  parent
company, Unicorp Inc. ("Unicorp") sold 370,000 of the Company's common shares to
two unrelated third parties.  This  transaction  reduced  Unicorp's common stock
ownership in the Company to 916,886 shares or 52.98%.

         At the same,  Unicorp sold its rights and obligations to  approximately
$168.9 million of the Company's principal and accrued interest outstanding under
several of its debt obligations to an unrelated party. Unicorp continues to hold
approximately $7.1 million of the Company's debt obligations.

NOTE 2 - LIQUIDITY AND GOING CONCERN

         At December 31, 2001, the Company had  approximately  $176.0 million of
principal  and  accrued  interest  (the  "Indebtedness")  outstanding  under its
various debt obligations. The Company is in payment default under several of the
debt obligations  comprising the Indebtedness.  The Indebtedness is secured by a
senior security interest in all of the Company's assets.

         During 1999,  2000 and 2001, the Company's debt holders agreed to waive
substantially all interest owing by the Company on its Indebtedness to them that
would  otherwise  accrue  for these  years.  For each of the three  years  ended
December 31, 2001 the interest waived was approximately $10.9 million per year.

         The Company's sources of funds during the year ended December 31, 2001,
and to date, have been primarily from its previously  existing cash balances and
advances from  Unicorp.  Unless the  Company's  debt holders  continues to defer
realizing on the pledged collateral, the Company will be unable to continue as a
going concern.

NOTE 3 - REAL ESTATE OPERATIONS

         During the fourth  quarter of 1997,  the  Company  made a $0.6  million
secured first mortgage loan to Republic  Development Co. (the "Republic Mortgage
Loan") for the purpose of  developing a commercial  real estate  property.  This
loan was  scheduled  to mature May 19, 1998.  To finance this loan,  the Company
borrowed funds from Unicorp. The Unicorp borrowing was in the form of a $602,000
discounted  note (the "Unicorp  Republic Note") which matured on May 19, 1998 in
the amount of $620,000 and was secured by the Republic Mortgage Loan.

         The  Republic  Mortgage  Loan  was not  repaid  on May 19,  1998 and in
November  1999,  the Company  foreclosed on the Republic  Mortgage Loan and took
possession  of the land.  As of  December  31,  2000,  the  Company  reduced the
carrying  value of the land by  $311,000  to  $300,000  which it believes is the
current fair market value of the land.


                                      F-6
<PAGE>

                             LINCORP HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS

The Unicorp  Republic Note, which matured on May 19, 1998, was not repaid by the
Company as its payment was dependent upon collecting the Republic Mortgage Loan.
Unicorp has agreed to defer the collection of its note until the land is sold.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INCOME TAXES

         Deferred tax assets and  liabilities  are recognized for the future tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
basis.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of change in tax rates is  recognized  in income in the
period that includes the enactment date.

USE OF ESTIMATES

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

INVESTMENT IN REAL ESTATE

         The  investment  in real  estate is carried at  estimated  fair  market
value.

NOTE 5 - OTHER BORROWED FUNDS

         The Company's other borrowed funds are as follows:

<TABLE>
<CAPTION>

                                                                                  DECEMBER 31,
                                                                       ----------------------------------
                                                                          2001                     2000
                                                                       -----------              ---------
                                                                             (dollars in thousands)
<S>                                                                    <C>                    <C>
PRINCIPAL

Senior secured revolving credit facility (a)...................        $    10,261            $    10,261
Subordinated term loan (b).....................................             65,000                 65,000
Junior line of credit (c)......................................             20,494                 20,494
MSLL Note (d)..................................................              1,399                  1,399
                                                                       -----------            -----------
                                                                            97,154                 97,154
Accrued interest...............................................             78,272                 78,163
                                                                       -----------            -----------
                                                                       $   175,426            $   175,317
                                                                       ===========            ===========
</TABLE>

                                      F-7
<PAGE>

                             LINCORP HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS

(a)   This debt facility,  of which $2.5 million is held by Unicorp,  expired in
      August 1991 and the Company has made no interest payments on this facility
      since its expiration.

(b)   This  $65  million   facility  matured  in  August  1997,  and  calls  for
      interest-only  payments at a fixed rate of 11.4 %, payable  semi-annually.
      The  term  loan  includes  convenants,  among  others,  that  require  the
      maintenance  of a minimum level of tangible net worth and limit  aggregate
      levels of additional  indebtedness.  As a result of the losses incurred by
      the Company,  it was not in compliance with the above covenants and it has
      not paid its semi-annual interest payment since August 1991.

(c)   In November 1989, the Company  entered into an agreement that provided the
      Company  with a line of credit  in the  aggregate  amount  of $30  million
      (amended  to $25 million on July  25,1990)  due on demand with an interest
      rate of prime plus 3.5% and a standby fee of one quarter of one percent of
      the unused portion of the commitment.

(d)   This note with Unicorp  matures June 30, 2005, and has an interest rate of
      6.38%.

      During 2001 and 2000, the weighted  average amount of total principal debt
      outstanding was $97.2 million.  There is no weighted average interest cost
      for 2001 and 2000 due to the debt holders waiver of interest  discussed in
      Note 2. The maximum amount of borrowed  principal funds outstanding at any
      one time during 2001 and 2000 was approximately $97.2 million.

      SFAS No.  107  "Disclosures  about Fair  Value of  Financial  Instruments"
      requires  entities to disclose the fair value of on and off-balance  sheet
      financial instruments. In view of the financial position of the Company at
      December 31, 2001,  management  has  determined it is not  practicable  to
      estimate the fair value of debt and other borrowed funds.

NOTE 6 - INCOME TAXES

         Set forth below is an analysis of the Company's refund for income taxes
for the years ended December 31, 2001, 2000 and 1999.

<TABLE>
<CAPTION>
                                                                         2001         2000         1999
                                                                       ---------    ---------    ---------
                                                                             (dollars in thousands)

<S>                                                                    <C>          <C>          <C>
Current provision (refund):
     State and local income taxes..............................        $      --    $     (11)   $      (4)
                                                                       =========    ==========   ==========
</TABLE>



                                      F-8
<PAGE>

                             LINCORP HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS

         A  reconciliation  of the total  benefit  for  income  taxes to amounts
computed by applying the federal tax rate to the net loss is as follows:

<TABLE>
<CAPTION>
                                                                         2001         2000         1999
                                                                       ---------    ---------    ---------
                                                                             (dollars in thousands)

<S>                                                                    <C>          <C>          <C>
Computed at statutory rate.....................................        $     (67)   $    (152)   $    (117)
State and local income tax benefit.............................               (2)          (4)          (3)
Effect of no benefit recognized for net operating losses.......               69          145          116
                                                                       ---------    ---------    ---------
Refund of income taxes.........................................        $      --    $     (11)   $      (4)
                                                                       =========    ==========   ==========
</TABLE>

         The  accompanying  balance  sheets  reflect no  deferred  tax assets or
liabilities as of December 31, 2001 and 2000.

NOTE 7 - LEGAL PROCEEDINGS

         (A) Joseph Frazier  ("Frazier") has instituted  three lawsuits in which
Lincorp  Holdings,  Inc., the Company's  predecessors in interest,  Greit Realty
Trust Company and Unicorp America Corporation (collectively the "Company"),  and
other parties were named as defendants. All three actions arose from a series of
real estate-related transactions which began in 1978 with respect to property in
Bucks  County,  PA  (the  "Bucks  Property").   More   specifically,   Frazier's
partnership  used a  mortgage  as a vehicle  pursuant  to which  Greit  paid the
partnership $400,000 contemporaneously with entering into the agreement and gave
the  partnership  a  Promissory  Note in the amount of  $850,000  which  further
provided for nineteen annual payments of $10,000 each and a final installment of
$660,000. In return, the partnership assigned its rights in an Agreement of Sale
for the Bucks  Property  to Greit.  The  Company has not made any payment to the
partnership since 1992 and has a $730,000  unsecured  liability  recorded in its
financial statements.

         In 1993,  Frazier  instituted an action in the Court of Common Pleas of
Philadelphia County asserting claims against the Company for fraud and breach of
contract,  I.E.,  the failure to make certain  payments due and owing to Frazier
and/or a general  partnership  in which he had an interest in connection  with a
mortgage granted to Frazier's  partnership by Greit. In 1997, Frazier instituted
a second  action in the Court of Common Pleas of  Philadelphia  County  alleging
fraudulent  conveyancing  of  the  Bucks  Property  by  five  separate  parties,
including  the Company.  These  actions have been  consolidated  with FRAZIER V.
ESTATE OF WRIGHT,  an action  previously  filed in the Court of Common  Pleas of
Philadelphia  County by Frazier  against his late  partner and  attorney,  Bruce
Wright,  alleging legal  malpractice.  The two actions  against the Company were
dismissed  for  failure to join an  indispensable  party.  The  appellate  court
squashed


                                      F-9
<PAGE>

                             LINCORP HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS

Frazier's appeal of that dismissal as premature until judgment is entered in the
FRAZIER V. ESTATE OF WRIGHT case.

         In 1998,  Frazier  instituted an action in the Court of Common Pleas of
Bucks County, PA asserting vague claims arising from the conveyance of the Bucks
Property.  Frazier has asserted  claims  against the Company and numerous  other
parties,  including  approximately  475 homeowners  who currently  reside on the
Bucks  Property.  Frazier  sought to eject the  homeowners  from their homes and
regain possession of the Bucks Property.  The Court has dismissed claims against
the home-owners. Frazier still seeks damages of $84 million from the Company and
from other defendants.  The Company is vigorously defending the claims that have
been asserted in the Bucks County action.

         (B)  A  tax  assessment  (the   "Assessment")  has  been  made  by  the
Commonwealth of Massachusetts  against a former  wholly-owned  subsidiary of the
Company,  which was  dissolved in July 1990.  The  Massachusetts  Department  of
Revenue (the "MDR") stated, in a notice dated February 15, 1992, that the amount
due and owing was $1.2  million  and it is  believed  that  additional  interest
and/or  penalties have been imposed with regard to the  Assessment.  On November
29, 1993,  an Offer in  Settlement  (the  "Offer") was forwarded to the MDR with
respect to the Assessment which was rejected by the MDR on October 26, 1995, and
there have been no subsequent  developments  on this matter since that date. The
ultimate outcome of the Assessment cannot be determined at this time.


                                      F-10
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT NO.       DOCUMENT NAME

22                Subsidiaries  of the Company