U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C., 20549

                                   FORM 10-QSB


(MarkOne)

 X  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    ACT OF 1934 For the quarterly period ended September 30, 1999.

    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE  ACT
    OF   1934   For   the   transition    period   from   _______  to  _________



Commission File Number 1-12738


                            ONSITE ENERGY CORPORATION
                 (Name of small business issuer in its charter)


            Delaware                                   33-0576371
(State or other jurisdiction of)                    (I.R.S. Employer
 incorporation or organization                     Identification No.)


701 Palomar Airport Road, Suite 200, Carlsbad, CA                  92009
    (Address of principal executive offices)                     (Zip Code)


Issuer's telephone number, including area code:  (760) 931-2400


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
                                                                  -----

The number of Class A common stock, $0.001 par value, outstanding as of November
15, 1999 is 18,641,302.


<PAGE>2


                            Onsite Energy Corporation
                      Condensed Consolidated Balance Sheet
                               September 30, 1999
                                   (Unaudited)

<TABLE>
<S>                                                                            <C>

ASSETS

Current Assets:
    Cash                                                                         $      585,325
    Accounts receivable, net of allowance for doubtful accounts of $35,000            4,690,765
    Inventory                                                                           183,760
    Capitalized project costs                                                           206,169
    Costs and estimated earnings in excess of billings on uncompleted contracts         723,299
    Assets held for sale                                                                328,172
    Other current assets                                                                 43,423
                                                                                 --------------
           TOTAL CURRENT ASSETS                                                       6,760,913

    Cash-restricted                                                                     118,775
    Property and equipment, net of accumulated depreciation and amortization
    $1,122,000                                                                        1,284,791
    Other assets                                                                         41,221
                                                                                 --------------
           TOTAL ASSETS                                                          $    8,205,700
                                                                                 ==============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Notes payable - related parties                                              $       81,456
    Notes payable                                                                     1,499,394
    Accounts payable                                                                  9,384,270
    Billings in excess of costs and estimated earnings on uncompleted contracts         955,798
    Accrued expenses and other liabilities                                              893,922
                                                                                 --------------
          TOTAL CURRENT LIABILITIES
                                                                                     12,814,840
Long-Term Liabilities:
    Accrued future operation and maintenance costs associated with energy
       services agreements                                                              324,010
                                                                                 --------------
          TOTAL LIABILITIES                                                          13,138,850
                                                                                 --------------
Commitments and contingencies

Shareholders' Equity (Deficit):
    Preferred Stock, Series C, 842,500 shares authorized, 649,120 issued and
      outstanding (Aggregate $3,245,600 liquidation preference)                             649
    Preferred Stock, Series D, 157,500 shares authorized, issued and
      outstanding and held in escrow                                                          -
    Preferred Stock, Series E, 50,000 shares authorized, issued and outstanding              50
    Common Stock, $.001 par value, 24,000,000 shares authorized:  Class A common
      stock, 23,999,000 shares authorized, 18,641,302 issued and outstanding             18,641
      Class B common stock, 1,000 shares authorized, none issued and outstanding              -
    Additional paid-in capital                                                       27,413,164
    Notes receivable - stockholders                                                  (4,335,523)
    Accumulated deficit                                                             (28,030,131)
                                                                                 --------------
         TOTAL SHAREHOLDERS' DEFICIT                                                 (4,933,150)
                                                                                 --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                             $    8,205,700
                                                                                 ==============
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


</TABLE>

<PAGE>2


                            Onsite Energy Corporation
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<S>                                              <C>
                                                    Three Months Ended September 30,
                                                        1999               1998
                                                   ---------------    ---------------
       Revenues                                    $   9,575,572     $    9,318,550

       Cost of sales                                   7,443,959          7,893,029
                                                   --------------    ---------------

           Gross margin                                2,131,613          1,425,521

       Selling, general, and administrative            2,979,350          2,691,458
         expenses
       Depreciation and amortization expense             143,625            290,622
       Recovery of reserve provided for sale
         or disposal of subsidiary                      (358,670)                 -
                                                   --------------    ---------------

            Operating loss                              (632,692)        (1,556,559)
                                                   --------------     --------------

       Other income (expense):
          Interest expense                              (108,284)           (91,871)
          Interest income                                  5,623             37,924
                                                   --------------     --------------

            Total other expense                         (102,661)           (53,947)
                                                   --------------     --------------

       Loss before provision for income taxes           (735,353)        (1,610,506)

       Provision for income taxes                          3,600                  -
                                                   --------------     --------------

       Net loss                                    $    (738,953)     $  (1,610,506)
                                                   ==============     ==============

       Net loss allocated to common shareholders   $  (1,501,715)     $  (1,636,081)
                                                   ==============     ==============

       Basic and diluted loss per common share:    $       (0.08)     $       (0.09)
                                                   ==============     ==============

       Weighted average number of shares
         used in per common share calculation:        18,628,894         18,295,536
                                                   ==============     ==============

</TABLE>

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


<PAGE>3


                            Onsite Energy Corporation
                 Condensed Consolidated Statement of Cash Flows



<TABLE>
<S>                                                         <C>
                                                               Three Months Ended September 30,
                                                                   1999              1998
                                                              ---------------   ---------------
 Cash flows from operating activities:

 Net loss                                                      $   (738,953)     $   (1,610,506)
 Adjustments to reconcile net loss to net cash provided
   by (used in) operating activities:
     Amortization of excess purchase price over net
       assets acquired                                                8,279             125,598
     Amortization of acquired contract costs                        (59,147)                  -
     Non-cash compensation related to stock issuance                 47,500
     Provision for bad debts                                              -              74,970
     Depreciation                                                   135,345             165,024
     Recovery of reserve provided for sale or disposal
       of subsidiary                                               (358,670)                  -
 (Increase) decrease:
     Accounts receivable                                            705,086          (2,544,304)
     Costs and estimated earnings in excess of billings
       on uncompleted contracts                                     381,431             204,360
     Inventory                                                        1,802              16,786
     Other assets                                                   (15,387)            318,343
     Cash-restricted                                                 29,063                   -
 Increase (decrease):
      Accounts payable                                              980,634           2,082,451
      Billings in excess of costs and estimated earnings
        on uncompleted contracts                                   (440,965)                  -
      Accrued expenses and other liabilities                       (591,842)           (170,664)
      Deferred income                                                (5,130)                  -
                                                               -------------     ---------------
        Net cash provided by (used in) operating activities          79,046          (1,337,942)
                                                               -------------     ---------------
 Cash flows from investing activities:
      Purchases of property and equipment                           (21,186)            (38,544)
      Loan to shareholders                                         (242,424)           (806,735)
                                                               -------------     ---------------
        Net cash used in investing activities                      (263,610)           (845,279)
                                                               -------------     ---------------
 Cash flows from financing activities:
      Proceeds from issuance of preferred stock                   1,000,000           1,000,000
      Proceeds from exercise of stock options                             -              15,301
      Proceeds from borrowings, net                                       -             366,690
      Repayment of notes payable - related party                   (130,458)           (143,794)
      Repayment of notes payable                                 (1,000,061)                  -
                                                               -------------     ---------------

        Net cash provided by financing activities                  (130,519)          1,238,197
                                                               -------------     ---------------

 Net decrease in cash                                              (315,083)           (945,024)

 Cash, beginning of year                                            900,408           2,093,006
                                                               -------------     ---------------
 Cash, end of quarter                                          $    585,325      $    1,147,982
                                                               =============     ===============
</TABLE>

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

<PAGE>5



                            ONSITE ENERGY CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 NOTE 1:  As contemplated by the Securities and Exchange  Commission  under Item
          310 of  Regulation  S-B, the  accompanying  financial  statements  and
          footnotes  have been  condensed  and do not  contain  all  disclosures
          required by generally accepted  accounting  principles and, therefore,
          should be read in  conjunction  with the Form 10-KSB for Onsite Energy
          Corporation dba ONSITE SYCOM Energy  Corporation (the "Company") as of
          and for the year ended June 30, 1999 and all other subsequent filings.
          In the opinion of management,  the  accompanying  unaudited  financial
          statements  contain all  adjustments  consisting  of normal  recurring
          adjustments)  necessary to present  fairly its financial  position and
          results of its operations for the interim period.

 NOTE 2:  The  consolidated  balance  sheet as of September  30,  1999,  and the
          consolidated  statements  of  operations  and cash flows for the three
          months ended  September  30, 1999 and 1998,  represent  the  financial
          position and results of operations of the Company.

 NOTE 3:  Cautionary  Statement for Purposes of the "Safe Harbor"  Provisions of
          the  Private  Securities  Litigation  Reform  Act of  1995.  With  the
          exception of historical facts stated herein,  the matters discussed in
          this quarterly  report are "forward  looking"  statements that involve
          risks and  uncertainties  that could  cause  actual  results to differ
          materially from projected  results.  The "forward looking"  statements
          contained herein are cross-referenced to this paragraph. Such "forward
          looking"  statements  include,  but are not  necessarily  limited  to,
          statements regarding anticipated levels of future revenue and earnings
          from operations of the Company,  projected costs and expenses  related
          to the Company's energy services  agreements,  and the availability of
          future  debt and equity  capital  on  commercially  reasonable  terms.
          Factors that could cause actual results to differ materially  include,
          in  addition  to the other  factors  identified  in this  report,  the
          cyclical and volatile  price of energy,  the  inability to continue to
          contract  sufficient  customers  to replace  contracts  as they become
          completed,  unanticipated  delays in the  approval of proposed  energy
          efficiency measures by the Company's customers,  delays in the receipt
          of, or failure to receive necessary governmental or utility permits or
          approvals,  or the renewals thereof,  risks and uncertainties relating
          general  economic and  political  conditions,  both  domestically  and
          internationally,  changes  in the law and  regulations  governing  the
          Company's  activities as an energy services company and the activities
          of  the  nation's  regulators  and  public  utilities  seeking  energy
          efficiency as a cost effective  alternative to constructing  new power
          generation facilities, results of project specific and company working
          capital and financing  efforts and market  conditions,  and other risk
          factors detailed in the Company's  Securities and Exchange  Commission
          filings  including  the risk factors set forth in the  Company's  Form
          10-KSB for the fiscal year ended June 30, 1999. Readers of this report
          are  cautioned  not  to  put  undue  reliance  on  "forward   looking"

<PAGE>6

          statements   which  are,  by  their  nature,   uncertain  as  reliable
          indicators of future performance.  The Company disclaims any intent or
          obligation  to publicly  update these  "forward  looking"  statements,
          whether as a result of new information, future events or otherwise.

Item 2.   Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations.

Background

The Company is an energy services company ("ESCO") that assists energy customers
in lowering their energy costs by developing,  engineering,  installing,  owning
and  operating  efficient,  environmentally  sound energy  efficiency  and power
supply  projects,  and  advising  customers  on  the  purchasing  of  energy  in
deregulating  energy  markets.  The Company  offers its services to  industrial,
commercial,  institutional and residential customers.  By combining development,
engineering,  analysis, and project and financial management skills, the Company
provides a complete  package of services,  ranging from  feasibility  assessment
through  construction and operation for projects  incorporating energy efficient
lighting, energy management systems,  heating,  ventilation and air conditioning
("HVAC")  upgrades,  cogeneration  and  other  energy  efficiency  measures.  In
addition,  the Company offers bill auditing,  tariff analysis,  transmission and
distribution  analysis and upgrade and  aggregation  services.  The Company also
provides  professional  consulting  services  in  the  areas  of  direct  access
planning,  market assessment,  business strategies,  public policy analysis, and
environmental impact feasibility studies. The Company has been accredited by the
National Association of Energy Service Companies ("NAESCO"). It is the Company's
mission to save its customers  money and improve the quality of the  environment
through independent energy solutions.

As of June 30, 1999, the Company's  auditors issued a qualified  opinion subject
to the  Company's  ability to continue  as a going  concern.  The going  concern
issues are the result of continued  operating  losses,  negative working capital
and a negative  shareholders'  equity. See the "Liquidity and Capital Resources"
discussion  below for  details  of the  Company's  plan for  dealing  with these
issues.

In October 1997, the Company acquired Westar Business Services,  Inc., which was
renamed  Onsite  Business  Services,  Inc.,  and recently  renamed Onsite Energy
Services,  Inc.  ("OES").  OES provides  utility  services and industrial  water
services primarily in the states of Kansas, Missouri and Oklahoma.

In February  1998,  OES acquired the  operating  assets of  Mid-States  Armature
Works, Inc. through a newly-formed subsidiary,  Onsite/Mid-States, Inc. ("OMS").
OMS  provides  specialized  medium  and  high  voltage  electrical  fabrication,
installation, maintenance and repair services to municipal utility customers and
others,  primarily  in the  states of  Kansas,  Nebraska,  Missouri,  Iowa,  and
Oklahoma.

In April 1998,  the Company  formed Onsite Energy de Panama,  S.A., a Panamanian
corporation, to facilitate the development and acquisition of potential projects
in Panama and Latin America.

In June 1998, the Company acquired Lighting Technology  Services,  Inc. ("LTS").
LTS  provides  energy  efficiency  projects  through  retrofits  of lighting and
controls either  independently  or as a  subcontractor  to other energy services
companies  primarily in Southern  California.  Effective September 30, 1999, the
Company sold 95% of its interest in LTS.

<PAGE>7


On June 30, 1998,  the Company  acquired the assets and certain  liabilities  of
SYCOM  Enterprises,   LLC,  through  a  newly-formed  subsidiary,  SYCOM  ONSITE
Corporation  ("SO  Corporation").  SO Corporation is also an ESCO with customers
primarily on the East Coast of the United States.

Effective April 1, 1999, the Company formed REEP Onsite,  Inc. ("REEP") and ERSI
Onsite,  Inc.  ("ERSI")  for the purpose of acquiring  substantially  all of the
assets of REEP,  Inc.  for  assumption  of certain  liabilities.  REEP  provides
residential energy services while ERSI is a commercial lighting  contractor.  In
the first  fiscal  quarter,  the Company  made a decision to explore the sale or
disposition of its lighting subsidiaries.

Unless the context indicates  otherwise,  reference to the Company shall include
all of its wholly-owned subsidiaries.

Results of Operations.

Revenues for the  three-month  period ended  September 30, 1999 were  $9,575,572
compared to $9,318,550 for the same period in 1998, an increase of $257,022,  or
2.76  percent.  The increase in revenue was due  primarily  to the  existence of
several major contracts (in excess of $1,000,000) in the current fiscal quarter,
whereas the prior year only benefited from one major contract.

Cost of sales for the quarter ended  September 30, 1999 was $7,443,959  compared
to $7,893,029  for the quarter ended  September 30, 1998, a decrease of $449,070
or 5.69 percent.

Gross margin for the three month period ended  September 30, 1999 was $2,131,613
(22.3  percent of revenues),  compared to $1,425,521 (15.3 percent of revenues).
The increase in gross margin as a percentage  of sales was the result of several
contracts in the quarter  ended  September  30, 1998 with lower than  historical
margins as well as lower than typical margins at LTS.

Selling,  general and  administrative  ("SG&A")  expense  for the quarter  ended
September 30, 1999 was  $2,979,350  compared to $2,691,458 for the quarter ended
September 30, 1998, an increase of $287,892,  or 10.70 percent. The increase was
substantially  due to an overall  increase in salaries  and  benefits due to the
addition  of two  lighting  subsidiaries  and  expansion  at LTS, an increase in
general liability  insurance resulting from expansion and increased revenues and
an  increase  of overall  facilities  expenses  for the  Company due also to the
addition and expansion of the lighting subsidiaries.

Goodwill  amortization and depreciation  expense for the quarter ended September
30, 1999 was $143,625,  compared to $290,622 for the  comparable  quarter in the
previous year, a decrease of $146,997,  or 50.58 percent. The primary reason for
the  decrease  was due to the  elimination  of  amortization  of goodwill for SO
Corporation resulting from the reduction of the remaining goodwill at the fiscal
year ended June 30, 1999.

Recovery of reserve  provided for sale or disposal of subsidiary was a reduction
in operating loss (income) of $358,670 for the three months ended  September 30,
1999 and is a non recurring item relating specifically to the sale of 95% of the
Company's  interest in LTS. The Company had decided on exploring options for the
sale of LTS,  and at that  time  established  a  reserve  for  possible  loss of
$1,010,000  based upon estimates  derived from the facts that existed prior to a
definitive  agreement  for  sale.  The  ultimate  sale  resulted  in a  loss  of
approximately  $651,000.

<PAGE>8


Net other  expense  for the  quarter  ended  September  30,  1999 was  $102,661,
compared to $53,947 for the three month period  ended  September  30,  1998,  an
increase of $48,714.  The primary reason for the change is the $32,301  decrease
in interest income.

Net loss for the three months ended  September 30, 1999 was  $738,953,  or $0.08
loss per share, compared to net loss of $1,610,506,  or $0.09 loss per share for
the same period in 1998.

Liquidity and Capital Resources

The Company's cash and cash  equivalents were $585,325 as of September 30, 1999,
compared to  $900,408  as of June 30,  1999,  a decrease  of  $315,083.  Working
capital  was a negative  $6,053,927  as of  September  30,  1999,  compared to a
negative $6,357,699 as of June 30, 1999.

Cash flows  provided by  operating  activities  were $79,046 for the three month
period  ended  September  30,  1999  compared  to cash flows  used in  operating
activities of $1,337,942 for the same three month period in 1998. The change was
primarily  due to the decline in net loss from  $1,610,506  for the three months
ended  September  30, 1998 to $738,953 for the three months ended  September 30,
1999.

Cash flows used in investing  activities  in the first three months of 1999 were
$263,610,  compared to $845,279 in the first  fiscal  quarter in the prior year.
The decrease was attributable to a reduction in loans and advances to affiliates
of the Company.

Cash flows used in financing activities were $130,519 for the three months ended
September 30, 1999,  compared to cash flows provided by financing  activities of
$1,238,197 for the three month period ended  September 30, 1998.  Although there
were  proceeds  from the issuance of stock in the amount of  $1,000,000  in both
fiscal  quarters,  the  principal  reason for the decrease was the  repayment of
notes payable for $1,000,061.

The Company has shown  significant  net losses for the year ended June 30, 1999,
as well as the three months ended September 30, 1999.  Management  believes that
the  Company  will  be  able  to  generate  additional  revenues  and  operating
efficiencies  through  its  acquisitions  as well as by other  means to  achieve
profitable operations.  During the quarter ended September 30, 1999, the Company
took steps to mitigate the losses and enhance its future  viability.  Subsequent
to its most recent fiscal year end, the Company privately placed shares of newly
created  Series E  Convertible  Preferred  Stock  ("Series E Stock") to existing
shareholders for $1,000,000.  Concurrent with this private placement, members of
senior management of the Company agreed to receive shares of the Company's Class
A Common  Stock in lieu of a portion of their salary in an effort to reduce cash
outflows related to compensation.  During the first quarter, a decision was made
to explore the sale or disposition of the Company's lighting subsidiaries, which
could provide  capital,  reduce  operating  losses and will allow  management to
better focus on its core ESCO business  activities.  Subsequent to September 30,
1999,  the Company sold 95% of its interest in LTS. In addition,  the Company is
exploring   strategic   relationships  with  companies  that  could  involve  an
investment  in the Company.  The Company may also raise cash through the sale of
long term future  revenue  streams that it currently  owns or has rights to. The
Company is also  examining ways to further reduce  overhead  including,  but not
limited to, the possibility of targeted staff reductions.  Further, the Company,
through the acquisition of other energy service  companies,  expects to continue
to gain economies of scale through the use of a consolidated management team and
the  synergies  of  marketing  efforts  of the  different  entities.  Management
believes  that all of the above  actions will allow the Company to continue as a
going concern.  Future cash requirements depend on the Company's  profitability,
its  ability  to manage  working  capital  requirements  and its rate of growth.
Additional  financing  through  the sale of  securities  may  have an  ownership
dilution effect on existing shareholders.

<PAGE>9


Year 2000. The Year 2000 issue is the result of computer  programs being written
using two digits  rather  than four to define the  applicable  year.  Any of the
Company's or its  suppliers'  and  customers'  computer  programs that have date
sensitive  software may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in system failures or  miscalculations  causing
disruptions of operations  including,  among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.  The Company believes that  substantially all software  applications
currently being used for the financial and  operational  systems have adequately
addressed  any year 2000  issues.  All hardware  systems have been  assessed and
plans have been  developed to address  systems  modification  requirements.  The
costs  incurred  to date  related  to its  Year  2000  activities  have not been
material to the Company, and based upon current estimates,  the Company does not
believe  that the total  cost of its Year 2000  readiness  programs  will have a
material  adverse  impact on the  Company's  results of  operations or financial
position.  Any risks the  Company  faces are  expected to be external to ongoing
operations.  The Company has numerous alternative vendors for critical supplies,
materials  and  components.  Current  vendors  and  subcontractors  who have not
adequately  prepared for the year 2000 can be substituted in favor of those that
have prepared.

Part II - Other Information

Item 1. Legal  Proceedings.  In October 1998, Energy  Conservation  Consultants,
Inc. ("ECCI"), a Louisiana-based  company,  filed a suit (United States District
Court,  Eastern  District of Louisiana,  Case No. 98-2914)  against OES alleging
breach of contract in connection  with one of the Company's  projects.  The suit
seeks  reimbursement for expenses  allegedly incurred by ECCI in the preparation
of an audit and lost profits.  Discovery is ongoing and management is continuing
its attempts to settle the matter,  including  through  mediation;  however,  no
agreement has been reached.  A continuance has been granted and trial now is set
for February 2000.

Additionally,  in June 1999, a former  officer of the Company (July 1998 through
October 1998) filed a suit (Superior Court of the State of California, County of
San Diego, North County Branch, Case No. N081711) alleging fraud, negligence and
wrongful  discharge in connection  with his  employment  termination  in October
1998. The action seeks  compensatory  damages and punitive  damages in excess of
$25,000.  Mediation engaged in by the parties in an effort to settle this matter
was  unsuccessful.  Hence,  discovery  is ongoing,  and the  Company  intends to
vigorously defend itself in this matter.

In November 1999,  Independent  Energy  Services,  Inc., a subcontractor  to the
Company,  filed a suit (United States  District  Court,  District of New Jersey,
Case No.  99-5159  (AET))  against the Company  and three of its  directors  and
officers  alleging breach of contract and related causes of action in connection
with one of the Company's projects.  The suit seeks payment of monies ($434,234)
allegedly due under a subcontract,  as well as consequential  damages,  interest
and costs of suit. The Company is attempting to settle the matter;  however,  no
settlement agreement has been reached.

Item 2.    Changes in Securities - Not Applicable

Item 3.    Defaults upon Senior Securities - Not Applicable

Item 4.    Submission of Matters to a Vote of Security Holders - Not Applicable

Item 5.    Other - Not Applicable

<PAGE>10


Item 6.    Exhibits and Reports on Form 8-K

a)         Reports on Form 8-K

           Form 8-K filed  November  16, 1999,  regarding  the  Acquisition  and
           Release  Agreement  to sell  ninety-five  percent  of the  issued and
           outstanding stock of Lighting Technology Services, Inc.


           Exhibit 27        Financial Data Schedules



<PAGE>


                                   SIGNATURES


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


                                              ONSITE ENERGY CORPORATION



Date:   November 22, 1999                     By: \s\ Richard T. Sperberg
                                              ----------------------------------
                                                  Richard T. Sperberg
                                                  Chief Executive Officer


                                              By: \s\ J. Bradford Hanson
                                              ----------------------------------
                                                  J. Bradford Hanson
                                                  Chief Financial Officer and
                                                  Principal Accounting Officer