<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



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

         For the quarterly period ended January 31, 2003

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File Number 0-16231


                             XETA Technologies, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Oklahoma                                   73-1130045
--------------------------------------------------------------------------------
    (State or other jurisdiction of                     (I.R.S. Employee
    incorporation or organization)                     Identification No.)

   1814 W. Tacoma, Broken Arrow, OK                         74012-1406
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)

                                  918-664-8200
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

--------------------------------------------------------------------------------
     (Former name, former address and former fiscal year, if changed since
                                  last report)

         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 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
                        -----      -----

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).

                     Yes         No  X
                        -----      -----

Number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date.

            Class                         Outstanding at February 28, 2003
-----------------------------         ----------------------------------------
Common Stock, $.001 par value                         9,702,952


<PAGE>

                          PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

           Consolidated Balance Sheets - January 31, 2003
               and October 31, 2002

           Consolidated Statements of Operations - For the
               Three months ended January 31, 2003 and 2002

           Consolidated Statement of Shareholders' Equity -
               November 1, 2002 through January 31, 2003

           Consolidated Statements of Cash Flows - For the
               Three months ended January 31, 2003 and 2002

           Notes to Consolidated Financial Statements



                                       2
<PAGE>

                                  XETA TECHNOLOGIES, INC.
                                CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>

                                           ASSETS
                                                                     January 31, 2003      October 31, 2002
                                                                     ----------------      ----------------
                                                                        (Unaudited)

<S>                                                                  <C>                   <C>
Current Assets:
  Cash and cash equivalents                                          $      1,448,458      $      1,966,734
  Current portion of net investment in
    sales-type leases and other receivables                                   861,096             1,015,096
  Trade accounts receivable, net                                           10,250,047             9,478,706
  Inventories, net                                                          7,187,714             7,801,781
  Deferred tax asset, net                                                     577,286               592,643
  Prepaid taxes                                                               896,628             1,195,539
  Prepaid expenses and other assets                                           421,155               165,657
                                                                     ----------------      ----------------
    Total current assets                                                   21,642,384            22,216,156
                                                                     ----------------      ----------------

Noncurrent Assets:
  Goodwill, net of accumulated amortization
    prior to adoption of SFAS 142                                          25,768,568            25,782,462
  Net investment in sales-type leases,
    less current portion above                                                466,778               519,270
  Property, plant & equipment, net                                         10,454,826            10,457,718
  Capitalized software production costs, net of
    accumulated amortization of $1,098,065 and $1,053,066                     192,956               237,955
  Other assets                                                                158,525               170,424
                                                                     ----------------      ----------------
    Total noncurrent assets                                                37,041,653            37,167,829
                                                                     ----------------      ----------------
    Total assets                                                     $     58,684,037      $     59,383,985
                                                                     ================      ================

                            LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt                                  $      3,288,337      $      3,288,337
  Revolving line of credit                                                  2,000,000                    --
  Accounts payable                                                          3,903,049             6,119,135
  Unearned revenue                                                          1,991,590             2,078,741
  Accrued liabilities                                                       1,743,854             1,968,771
  Other Liabilities                                                           178,132               181,501
                                                                     ----------------      ----------------
    Total current liabilities                                              13,104,962            13,636,485
                                                                     ----------------      ----------------

Noncurrent liabilities:
  Long-term debt, less current portion above                               10,742,928            11,565,012
  Accrued long-term liabilities                                               196,783               240,955
  Unearned service revenue                                                    224,587               233,859
  Noncurrent deferred tax liability, net                                    1,400,499             1,186,680
                                                                     ----------------      ----------------
                                                                           12,564,797            13,226,506
                                                                     ----------------      ----------------

Commitments and contingencies

Shareholders' equity:
  Preferred stock; $.10 par value; 50,000 shares
   authorized, 0 issued                                                            --                    --
  Common stock; $.001 par value; 50,000,000
   shares authorized, 10,721,740 and 10,721,740 issued at
   January 31, 2003 and  October 31, 2002, respectively                        10,721                10,721
  Paid-in capital                                                          12,193,029            12,193,029
  Retained earnings                                                        23,163,491            22,672,256
  Accumulated other comprehensive loss                                       (108,304)             (110,353)
  Less treasury stock, at cost                                             (2,244,659)           (2,244,659)
                                                                     ----------------      ----------------
   Total shareholders' equity                                              33,014,278            32,520,994
                                                                     ----------------      ----------------
   Total liabilities and shareholders' equity                        $     58,684,037      $     59,383,985
                                                                     ================      ================
</Table>


    The accompanying notes are an integral part of these consolidated balance
                                    sheets.


                                       3
<PAGE>



                            XETA TECHNOLOGIES, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                   UNAUDITED


<Table>
<Caption>
                                                                    For the Three Months
                                                                      Ended January 31,
                                                                  2003                  2002
                                                            ----------------      ----------------

<S>                                                         <C>                   <C>
Systems sales                                               $      8,725,109      $      7,345,041
Installation and service revenues                                  6,116,505             6,066,839
Other revenues                                                       589,791               351,184
                                                            ----------------      ----------------
  Net sales and service revenues                                  15,431,405            13,763,064
                                                            ----------------      ----------------


Cost of systems sales                                              6,428,212             5,035,386
Installation and services costs                                    4,360,407             4,727,050
Cost of other revenues & corporate COGS                              723,691               741,252
                                                            ----------------      ----------------
  Total cost of sales and service                                 11,512,310            10,503,688
                                                            ----------------      ----------------

    Gross profit                                                   3,919,095             3,259,376
                                                            ----------------      ----------------

Operating expenses:
  Selling, general and administrative                              2,937,355             2,614,807
  Amortization                                                        45,000                45,000
                                                            ----------------      ----------------
      Total operating expenses                                     2,982,355             2,659,807
                                                            ----------------      ----------------

Income from operations                                               936,740               599,569

  Interest expense                                                  (179,677)             (254,960)
  Interest and other income                                           50,172               111,631
                                                            ----------------      ----------------
      Subtotal                                                      (129,505)             (143,329)

Income before provision for income
  taxes                                                              807,235               456,240
Provision for income taxes                                           316,000               180,000
                                                            ----------------      ----------------
Net income                                                  $        491,235      $        276,240
                                                            ================      ================

Earnings per share
  Basic                                                     $           0.05      $           0.03
                                                            ================      ================

  Diluted                                                   $           0.05      $           0.03
                                                            ================      ================


Weighted average shares outstanding                                9,702,952             9,237,952
                                                            ================      ================

Weighted average equivalent shares                                 9,941,968             9,880,989
                                                            ================      ================
</Table>

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


                                       4
<PAGE>
                            XETA TECHNOLOGIES, INC.
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                   UNAUDITED

<Table>
<Caption>
                                                   Common Stock                              Treasury Stock
                                        -------------------------------------     -------------------------------------

                                         Shares Issued           Par Value             Shares               Amount
                                        ----------------     ----------------     ----------------     ----------------
<S>                                     <C>                  <C>                  <C>                  <C>
Balance-October 31, 2002                      10,721,740     $         10,721            1,018,788     $     (2,244,659)

Components of comprehensive income:

     Net income                                       --                   --                   --                   --

     Unrealized gain/loss on hedge, net
        of tax of $1,320                              --                   --                   --                   --


     Total comprehensive income
                                        ----------------     ----------------     ----------------     ----------------
Balance-January 31, 2003                      10,721,740     $         10,721            1,018,788     $     (2,244,659)
                                        ================     ================     ================     ================

<Caption>

                                                            Accumulated Other
                                                             Comprehensive             Retained
                                       Paid-in Capital            Loss                 Earnings               Total
                                       ----------------     -----------------      ----------------     ----------------
<S>                                    <C>                  <C>                    <C>                  <C>
Balance-October 31, 2002               $     12,193,029     $        (110,353)     $     22,672,256     $     32,520,994

Components of comprehensive income:

    Net income                                       --                    --               491,235              491,235

    Unrealized gain/loss on hedge, net
       of tax of $1,320                              --                 2,049                    --                2,049

                                                                                                        ----------------
    Total comprehensive income                                                                                   493,284
                                       ----------------     -----------------      ----------------     ----------------
Balance-January 31, 2003               $     12,193,029              (108,304)     $     23,163,491     $     33,014,278
                                       ================     =================      ================     ================
</Table>




                                       5
<PAGE>

                            XETA TECHNOLOGIES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>

                                                                                     For the Three Months
                                                                                       Ended January 31,
                                                                                   2003                2002
                                                                             ---------------      ---------------

<S>                                                                          <C>                  <C>
Cash flows from operating activities:
Net income                                                                   $       491,235      $       276,240
                                                                             ---------------      ---------------

Adjustments to reconcile net income to net cash provided by operating
activities:
     Depreciation                                                                    245,259              266,627
     Amortization                                                                     45,000               45,000
     Loss on sale of assets                                                               --                  703
     Provision for (reversal of) returns & doubtful accounts receivable                   --              (48,200)
     Provision for excess and obsolete inventory                                      81,082               56,123
Change in assets and liabilities, net of acquisitions:
     Decrease in net investment in sales-type leases & other receivables             206,492              993,166
     (Increase) decrease in trade receivables                                       (771,341)           5,242,559
     (Increase) decrease in inventories                                              532,985               (7,610)
     Decrease in deferred tax asset                                                   15,357              225,422
     (Increase) in prepaid expenses and other assets                                (243,599)             (22,853)
     (Increase) decrease in prepaid taxes                                            298,911             (354,954)
     Increase (decrease) in accounts payable                                      (2,216,086)             457,266
     (Decrease) in unearned revenue                                                  (96,423)            (278,825)
     Increase in accrued income taxes                                                  9,556               82,820
     (Decrease) in accrued liabilities                                              (269,089)            (722,273)
     Increase in deferred tax liabilities                                            216,837              164,636
                                                                             ---------------      ---------------
            Total adjustments                                                     (1,945,059)           6,099,607
                                                                             ---------------      ---------------

            Net cash provided by (used in) operating activities                   (1,453,824)           6,375,847
                                                                             ---------------      ---------------

Cash flows from investing activities:
     Additions to property, plant & equipment                                       (244,186)            (562,752)
     Proceeds from sale of assets                                                      1,818                   --
                                                                             ---------------      ---------------
            Net cash used in investing activities                                   (242,368)            (562,752)
                                                                             ---------------      ---------------

Cash flows from financing activities:
     Proceeds from draws on revolving line of credit                               2,000,000            7,300,000
     Principal payments on debt                                                     (822,084)          (1,822,087)
     Payments on revolving line of credit                                                 --          (11,622,000)
                                                                             ---------------      ---------------
            Net cash provided by (used in) financing activities                    1,177,916           (6,144,087)
                                                                             ---------------      ---------------

            Net decrease in cash and cash equivalents                               (518,276)            (330,992)

Cash and cash equivalents, beginning of period                                     1,966,734              597,889
                                                                             ---------------      ---------------
Cash and cash equivalents, end of period                                     $     1,448,458      $       266,897
                                                                             ===============      ===============

Supplemental disclosure of cash flow information:
     Cash paid during the period for interest                                $       240,338      $       443,987
     Cash paid during the period for income taxes                            $        14,183      $        62,078
     Contingent consideration paid to target shareholder                     $            --      $     1,000,000
</Table>

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

                                       6
<PAGE>

                             XETA TECHNOLOGIES, INC.
                                JANUARY 31, 2003
                                   (Unaudited)

1. BASIS OF PRESENTATION

         The consolidated financial statements herein include the accounts of
XETA Technologies, Inc. and its wholly-owned subsidiaries, U.S. Technologies
Systems, Inc. ("UST") and Xetacom, Inc. (the "Company" or "XETA"). Xetacom's
operations have been insignificant to date. All significant intercompany
accounts and transactions have been eliminated.

         The accompanying consolidated financial statements have been prepared
by the Company, without an audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures, normally included in annual financial statements prepared in
accordance with accounting principles generally accepted in the United States,
have been condensed or omitted pursuant to those rules and regulations. However,
the Company believes that the disclosures made are adequate to make the
information presented not misleading when read in conjunction with the
consolidated financial statements and the notes thereto included in the
Company's latest financial statements filed as part of the Company's Annual
Report on Form 10-K, Commission File No. 0-16231. Management believes that the
financial statements contain all adjustments necessary for a fair statement of
the results for the interim periods presented. All adjustments made were of a
normal recurring nature. The results of operations for the interim period is not
necessarily indicative of the results for the entire fiscal year.

These statements should be read in conjunction with the audited financial
statements and notes thereto included in the Company's Annual Report on Form
10-K, which was filed with the SEC on January 29, 2003, reflecting the operating
results of the Company.

2. INVENTORIES:

Inventories are stated at the lower of cost (first-in, first-out or average) or
market and consist of the following components:

<Table>
<Caption>
                                                       January 31,         October 31,
                                                           2003               2002
                                                      --------------     --------------
                                                       (Unaudited)

<S>                                                   <C>                <C>
Finished goods and spare parts                        $    7,726,051     $    8,234,020
Raw materials                                                358,627            354,380
                                                      --------------     --------------
                                                           8,084,678          8,588,400
Less- reserve for excess and obsolete inventories            896,964            786,619
                                                      --------------     --------------
         Total inventories, net                       $    7,187,714     $    7,801,781
                                                      ==============     ==============
</Table>

3. PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consist of the following:

<Table>
<Caption>
                                                   Estimated
                                                     Useful              January 31,         October 31,
                                                      Lives                 2003                 2002
                                                 ----------------     ----------------     ----------------
                                                                         (Unaudited)

<S>                                              <C>                  <C>                  <C>
Building                                                       20     $      2,397,954     $      2,397,954
Data processing and computer field equipment                  3-5           10,237,176           10,011,196
Land                                                           --              611,582              611,582
Office furniture                                                5            1,089,876            1,073,851
Auto                                                            5              126,743              126,743
Other                                                         3-7              634,213              634,213
                                                                      ----------------     ----------------

Total property, plant and equipment                                         15,097,544           14,855,539
Less- accumulated depreciation                                               4,642,718            4,397,821
                                                                      ----------------     ----------------

Total property, plant and equipment, net                              $     10,454,826     $     10,457,718
                                                                      ================     ================
</Table>

                                       7
<PAGE>

4.  ACCRUED LIABILITIES:

Accrued liabilities consist of the following:

<Table>
<Caption>
                                                                       January 31,          October 31,
                                                                          2003                 2002
                                                                    ----------------     ----------------
                                                                      (Unaudited)

<S>                                                                 <C>                  <C>
Commissions                                                         $        551,082     $        428,460
Vacation                                                                     408,774              481,228
Payroll                                                                      188,306              417,171
Bonuses                                                                      111,981              213,735
Interest                                                                      13,221               11,265
Other                                                                        470,490              416,912
                                                                    ----------------     ----------------
Total current                                                              1,743,854            1,968,771
Noncurrent liabilities                                                       196,783              240,955
                                                                    ----------------     ----------------
     Total accrued liabilities                                      $      1,940,637     $      2,209,726
                                                                    ================     ================
</Table>

5.  UNEARNED REVENUE:

Unearned revenue consists of the following:

<Table>
<Caption>
                                                                       January 31,          October 31,
                                                                          2003                 2002
                                                                    ----------------     ----------------
                                                                      (Unaudited)

<S>                                                                 <C>                  <C>
Customer deposits                                                   $        957,844     $        897,171
Service contracts                                                            731,189              785,067
Warranty service                                                             295,963              366,586
Systems shipped but not installed                                              4,750               28,866
Other                                                                          1,844                1,051
                                                                    ----------------     ----------------
Total current unearned revenue                                             1,991,590            2,078,741
Noncurrent unearned service contract revenue                                 224,587              233,859
                                                                    ----------------     ----------------
     Total unearned revenue                                         $      2,216,177     $      2,312,600
                                                                    ================     ================
</Table>

6. INCOME TAXES:

Income tax expense is based on pretax financial accounting income. Deferred
income taxes are computed using the asset-liability method in accordance with
SFAS No. 109, "Accounting for Income Taxes" and are provided on all temporary
differences between the financial basis and the tax basis of the Company's
assets and liabilities.


                                       8
<PAGE>
The tax effect of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities are presented below:

<Table>
<Caption>
                                                                                January 31,          October 31,
                                                                                   2003                  2002
                                                                             ----------------      ----------------
<S>                                                                          <C>                   <C>
Deferred tax assets:                                                            (Unaudited)
   Nondeductible reserves                                                    $        511,613      $        466,292
   Prepaid service contracts                                                          144,924               168,210
   Unamortized cost of service contracts                                               42,381                52,788
   Other                                                                              101,807               119,418
                                                                             ----------------      ----------------
     Total deferred tax asset                                                         800,725               806,708
                                                                             ----------------      ----------------
Deferred tax liabilities:
   Intangible assets and other                                                      1,489,939             1,257,404
   Tax income to be recognized on sales-type lease contracts                           58,360                50,062
   Unamortized capitalized software development costs                                  75,639                93,279
                                                                             ----------------      ----------------
     Total deferred tax liability                                                   1,623,938             1,400,745
                                                                             ----------------      ----------------

     Net deferred liability                                                  $       (823,213)     $       (594,037)
                                                                             ================      ================
</Table>

7. CREDIT AGREEMENTS:

At January 31, 2003, long-term debt consisted of the following:

<Table>
<Caption>
                                                                                January 31,          October 31,
                                                                                   2003                 2002
                                                                             ----------------     ----------------
                                                                                (Unaudited)
<S>                                                                          <C>                  <C>
Bank line of credit, due March 31, 2003, secured by a borrowing
  base of accounts receivable and inventories                                $      2,000,000     $             --

Term loan, payable in monthly installments of $259,861, due
  November 30, 2003 collateralized by all assets of the Company                    11,693,765           12,473,349

Real estate term note, payable in monthly installments of $14,166, due
  November 30, 2003, secured by a first mortgage on the
  Company's headquarters building                                                   2,337,500            2,380,000
                                                                             ----------------     ----------------


                                                                                   16,031,265           14,853,349

Less-current maturities                                                             5,288,337            3,288,337
                                                                             ----------------     ----------------

                                                                             $     10,742,928     $     11,565,012
                                                                             ================     ================
</Table>

Interest on all outstanding debt under the credit facility accrues at either a)
the London Interbank Offered Rate (which was 1.42% at January 31, 2003) plus
3.75% or b) the bank's prime rate (which was 4.75% at January 31, 2003) plus 1%.
The credit facility requires, among other things, that the Company maintain a
minimum net worth, working capital and debt service coverage ratio and limits
capital expenditures. At January 31, 2003, the Company was either in compliance
with the covenants of the credit facility or had received the appropriate
waivers from its bank.

Based on the borrowing rates currently available to the Company for bank loans
with similar terms and average maturities, the fair value of the long-term debt
approximates the carrying value.

8. STOCK OPTIONS:

Accounting for stock options issued to employees is governed by SFAS 123,
"Accounting for Stock Based Compensation." Generally, SFAS 123 requires
companies to record in their financial statements the

                                       9
<PAGE>

compensation expense, if any, related to stock options issued to employees.
Under an alternative accounting method adopted by the Company, SFAS 123 allows
the Company to only disclose the impact of issued stock options as if the
expense had been recorded in the financial statements. Had the Company recorded
compensation expense related to its stock option plans in accordance with SFAS
123, the Company's net income and earnings per share would have been reduced to
the pro forma amounts indicated below:

<Table>
<Caption>
                                            For the 3 Months Ended January 31,
                                          -------------------------------------
                                                2003                 2002
                                          ----------------     ----------------

<S>                                       <C>                  <C>
   Net income as reported                 $        491,235     $        276,240
   Less: total stock-based employee
      compensation expense determined
      under fair value based method
      for all awards, net of related
      tax effects                                  179,187              160,315
                                          ----------------     ----------------
   Pro forma net income                   $        312,048     $        115,925

EARNINGS PER SHARE:
   As reported - Basic                    $            .05     $            .03
   As reported - Diluted                  $            .05     $            .03

   Pro forma - Basic                      $            .03     $            .01
   Pro forma - Diluted                    $            .03     $            .01
</Table>

The fair value of the options granted was estimated at the date of grant using
the Modified Black-Scholes European pricing model with the following
assumptions: risk free interest rate (4.46% to 5.78%), dividend yield (0.00%),
expected volatility (80.50% to 86.31%), and expected life (6 years).

9. FOOTNOTES INCORPORATED BY REFERENCE:

         Certain footnotes are applicable to the consolidated financial
statements, but would be substantially unchanged from those presented in the
Company's Annual Report on Form 10-K, Commission File No. 0-16231, filed with
the Securities and Exchange Commission on January 29, 2003. Accordingly,
reference should be made to those statements for the following:

   Note              Description

     1               Business and Summary of Significant Accounting Policies
     2               Acquisitions
     3               Accounts Receivable
     8               Income Taxes
    10               Stock Options
    11               Earnings Per Share
    12               Commitments
    13               Major Customers and Concentration of Credit Risk
    14               Employment Agreements
    15               Contingencies
    16               Retirement Plan


                                       10
<PAGE>


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

THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS, WHICH ARE SUBJECT
TO THE PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE
STATEMENTS INCLUDE, WITHOUT LIMITATION, STATEMENTS CONCERNING EXPECTATIONS
REGARDING: OUR FINANCIAL POSITION INCLUDING SALES, REVENUES, GROSS MARGINS,
OPERATING MARGINS AND EXPENSES; TRENDS AND CONDITIONS IN THE U.S. ECONOMY AND IN
THE COMMUNICATIONS TECHNOLOGY INDUSTRY AND HOSPITALITY MARKETS; AND OUR ABILITY
TO IMPLEMENT OUR CURRENT BUSINESS PLAN. THESE AND OTHER FORWARD-LOOKING
STATEMENTS (GENERALLY IDENTIFIED BY SUCH WORDS AS "EXPECTS," "PLANS,"
"BELIEVES," "ANTICIPATES" "FORECASTS," "PREDICTS," AND SIMILAR WORDS OR
EXPRESSIONS) ARE NOT GUARANTEES OF PERFORMANCE BUT RATHER REFLECT OUR CURRENT
EXPECTATIONS, ASSUMPTIONS AND BELIEFS BASED UPON INFORMATION CURRENTLY AVAILABLE
TO US. INVESTORS ARE CAUTIONED THAT ALL FORWARD-LOOKING STATEMENTS ARE SUBJECT
TO CERTAIN RISKS AND UNCERTAINTIES WHICH ARE DIFFICULT TO PREDICT AND THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. MANY OF THESE
RISKS AND UNCERTAINTIES ARE DESCRIBED UNDER THE HEADING "OUTLOOK AND RISK
FACTORS" BELOW. CONSEQUENTLY, ALL FORWARD-LOOKING STATEMENTS SHOULD BE READ IN
CONJUNCTION WITH THE RISK FACTORS DISCUSSED HEREIN AND THROUGHOUT THIS REPORT
TOGETHER WITH THE RISK FACTORS IDENTIFIED IN THE COMPANY'S ANNUAL REPORT ON FORM
10-K, WHICH WAS FILED ON JANUARY 29, 2003.

GENERAL

For the quarter ending January 31, 2003, we earned $491,000 on revenues of $15.4
million. These results represent an increase in earnings of 78% and an increase
in revenues of 12% compared to the first quarter of last year. Most of these
improvements came from the sale of communications products to our commercial
customers augmented by the steady revenues and gross profits derived from our
services activities. The percentage increase in earnings on a much lower
increase in revenues reflects the strict cost controls and improved efficiencies
that we have put in place over the past 21 months and demonstrates the leverage
that is now inherent in our operations such that incremental improvements in
revenues produce significant earnings improvements.

Despite these encouraging results, we continue to operate in the midst of very
fragile economic conditions marked by a high degree of pessimism by our
customers. Our customers' pessimism causes close scrutiny of nearly all capital
expenditures, resulting in lengthened sales cycles and greater competitive
pressures. Currently, we believe the single most important factor causing this
pessimism is geopolitical concerns centered on the situation in the Middle East,
specifically the U.S.' current confrontation with Iraq ("Iraqi situation").
Feedback from our customer base coupled with media reports and public statements
by economic pundits leads us to believe that capital spending in the United
States is unlikely to revert to a "normal" level until these geopolitical issues
are resolved. Until then, we will continue to cautiously implement growth
initiatives only to the extent that they can be supported by our current
revenues or through market development funding from Avaya or other suppliers.
Should economic conditions worsen, we will rapidly revert to a defensive posture
in an effort to remain profitable.

Notwithstanding the current macro-economic conditions, we continue to firmly
believe in the strategic vision that we began pursuing three years ago. That
strategy was based in large part on the technological changes that were emerging
at the time, specifically the convergence of voice and data technologies. We
also believed that by emerging from our roots in the lodging industry to the
general commercial market, we were entering a vastly larger market that would
provide us with large potential growth rates even if the overall market grew
only modestly. From a research and development viewpoint, the march toward
converged telecommunications products has continued unabated despite slow
economic conditions during the past two years. During that time, Avaya has
released a raft of new products, all of which are Internet Protocol-based
technology. Customer acceptance of this technology is gaining steam as well.
With few exceptions, customers who are making purchasing decisions are opting
for the new technology in an effort to not be "left behind" with traditional
voice switches.

In summary, we are facing a mixed bag of data. From a long-term view, we believe
that we are in a very large market that is poised at the beginning of a new
product cycle that is revolutionary in its scope. We also believe that our
company is well-positioned to capitalize on these factors as one of a handful of
national

                                       11
<PAGE>

providers of complex, converged technology solutions. However, current
macro-economic conditions coupled with the debt on our balance sheet present us
with significant short-term challenges. We believe that it is in the best
long-term interest of our shareholders to preserve the technical competence and
market position that we have built in the last three years. However, should the
current economic conditions continue or worsen in the short-term, we may be
forced to take actions which could set us back in the pursuit of our long-term
strategy.

The following discussion presents additional information regarding our financial
condition and results of operations for the quarter ending January 31, 2003 and
should be read in conjunction with our comments above as well as the Outlook and
Risk Factors discussion contained at the end of this section of the report.

FINANCIAL CONDITION

For the three months ending January 31, 2003, cash used by operations was $1.5
million. This cash consisted of positive cash flows from earnings and non-cash
charges of $863,000 and reductions in inventories of $533,000. Cash used in
operations consisted of reductions in accounts payable of $2.2 million and an
increase in trade accounts receivable of $771,000. Other working capital changes
contributed cash of $138,000. The negative cash flows from operations were
expected as a result of the surge in revenues experienced during the last month
of the 4th quarter of fiscal 2002 and the first quarter just ended. Most of
these orders were for larger systems, which generally have longer and more
complex implementation schedules and therefore also have longer cash cycles. At
the end of the quarter, our accounts payable balance had returned to more normal
levels reflecting the cash paid for equipment purchases. The quality of our
accounts receivable at January 31, 2003 remains within our targets as days sales
outstanding on billed receivables was 43 days and the percentage of outstanding
receivables beyond 60 days past due was 9%.

In addition to supporting our growth, cash was used in the quarter to make
scheduled principal payments on our term debt of $822,000 and to fund capital
expenditures of $242,000, most of which is related to the Company's ERP system
implementation.

We funded our cash needs during the quarter by drawing $2 million on our working
capital revolver. Presently, we do not have any further availability under the
revolver; therefore it is essential that we generate positive cash flows in the
second quarter from earnings and working capital in order to sustain our
operations. We expect our second quarter revenues to be at similar or lower
levels than our first quarter revenues, so we do not expect additional pressure
on our working capital in the immediate future. However, while no assurance can
be given, we believe that our banking partners would provide limited additional
working capital if we were able to demonstrate that our needs were driven by
increased revenues.

Although we have made all scheduled principal and interest payments on time, as
a result of our low levels of profitability caused by the economic conditions
discussed above and throughout this report, we have not been able to meet some
of the financial covenants contained in our credit facility. To date, our
banking partners have agreed to waive these defaults. It is likely that we will
continue to not be in full compliance with these financial covenants until
revenues and earnings improve for several consecutive quarters. Until that time,
we will likely have limited availability to additional working capital. See
"Outlook and Risk Factors" below for a further discussion of the risks
associated with the Company's credit facility.

RESULTS OF OPERATIONS

For the first quarter of fiscal 2003, our revenues were $15.4 million, an
increase of 12% over the first quarter of last year. This increase consisted of
a 19% increase in systems sales; a 1% increase in installation and service
revenues; and a 68% increase in other revenues. Our gross profit margins in the
first quarter improved to 25.4% compared to 23.7% in the prior year and our
operating expenses increased 12% compared to last year's levels. As a result of
these factors, our first quarter net income was $491,000, a 78% improvement over
last year. Discussed below are the major revenue, gross margin, and operating
expense items that affected our financial results during the first quarter of
fiscal 2003.


                                       12
<PAGE>

Systems Sales.

The increase in systems sales consisted of an increase in sales of equipment and
systems to commercial customers of $2.4 million or 44%, partially offset by a
decrease in sales of systems to lodging customers of $995,000 or 50%. The
increase in sales to commercial customers reflects our continued market
penetration in the commercial sector and excellent customer satisfaction with
our implementation of systems. We believe we are well-positioned to serve
customers who need to implement complex, networked, converged communications
systems for their businesses. However, despite the results of the first quarter
the rate of orders received for new systems declined dramatically beginning in
mid-December of last year and continued through the end of February.
Subsequently, and through the date of the filing of this report, order rates
have improved modestly. We believe, that order rates are likely to continue to
be depressed until the Iraqi situation is resolved. We believe that the decline
in the sale of systems to the lodging industry is also being affected by these
factors; however, the lodging industry also continues to suffer from the
after-effects of the September 11th tragedy and the resulting slump specific to
the travel industry.

To combat these issues, we are cautiously initiating a few, limited growth
tactics. Specifically, we are hiring additional sales personnel to focus on
mid-market opportunities in strategic cities in the United States. We define
mid-market as a customer who generally has more than 100 employees, but is not a
large, multi-national or "Fortune 500" type customer. Furthermore, our emphasis
is on mid-market companies that have a need for multi-site, networked
communications systems that fit well with our nation-wide implementation
capabilities. From a long-term perspective, we believe that such customers are
key to our success since we should have the opportunity to sell our full-range
of systems and services, including recurring maintenance services to them.
Currently, many of our sales of equipment are to Avaya customers. In these
cases, Avaya invites us into the account to provide the equipment and
installation as part of their Business Partner program. However, we are not
permitted to sell our own service plans to these customers and therefore our
ability to generate recurring revenue from this customer base is limited. By
locating and securing our own customers through this Mid-market initiative, we
expect to begin building a base of recurring revenue. Our efforts to expand in
this area are being funded largely by cash incentives received from Avaya under
their market development programs available to their dealer network. Given our
present low level of earnings and limited access to working capital, these
initiatives must gain traction and quickly produce gross profit contributions
for us to continue to pursue them.

Installation and Service Revenues.

Installation and service revenues consist of the following:

<Table>
<Caption>
                                                      Three Months Ending January 31,
                                                 -----------------     -----------------
                                                        2003                  2002
                                                 -----------------     -----------------
<S>                                              <C>                   <C>
Contract & Time and Materials (T&M) revenues     $       4,242,000     $       4,543,000
Commercial installations                                   756,000               615,000
Lodging installations                                      424,000               423,000
Consulting                                                 695,000               486,000
                                                 -----------------     -----------------
Total installation and service revenue           $       6,117,000     $       6,067,000
                                                 =================     =================
</Table>

The 7% decline in contract and T&M revenues consisted of an increase of 7% to
contract revenues offset by a decrease of 39% in T&M revenues. The increase in
contract revenues came from a modest expansion of our lodging customer base in
both PBX and call accounting systems under contract. The decline in T&M revenues
came from both our commercial and lodging customer bases as customers either
chose different service providers or deferred routine maintenance of their
systems. In addition, the overall demand for hourly services has declined as
fewer customers are expanding their employee bases or moving employees which
generates service billings for us. To ensure our competitive position, we have
recently re-instituted lower hourly pricing for our services. By doing so, we
believe our rates will compare favorably to smaller, regional service providers
even though we have nationwide capabilities.

                                       13
<PAGE>

We recognize revenues from installation activities upon completion of the
installation, which for larger systems often means that the equipment is shipped
and systems revenues is recognized in one month and installation revenues on
that system are recognized in a subsequent month. In the first quarter of fiscal
2003, revenues earned from installations of systems for commercial customers
increased 23% which partially reflects the increase in commercial systems sales,
but also reflects the fact that installation of some larger systems which
shipped in the first quarter will be installed in the second quarter. Revenues
from installations of systems for lodging customers were unchanged despite the
decline in lodging systems sales reflecting installations of systems during the
first quarter which were shipped in the fourth quarter of last year.

Consulting revenues increased 43% and reflects professional design and project
management services provided to support the increase in sales of systems to
commercial customers.

Gross Margins. The gross margin earned on total sales and service revenues in
the first quarter was 25.4% compared to 23.7% for the same period last year.
This increase consisted of increases in gross margins for installation and
service revenues and an increase in the gross margins earned on Other revenues.
These improvements were partially offset by a decrease in the gross margins
earned on systems sales.

The gross margins earned on sales of systems was 26.3% down from 31.4% last
year. This decline reflects both a decline in gross margins earned on sales of
systems to commercial customers and a decrease in the percentage of total
systems sold to lodging customers, which generally earn a higher profit margin.
The decline in gross margins earned on sales to commercial customers reflects a
higher mix of larger systems sold which often carry lower gross profit margins
and the overall competitive pressures present in the market. The gross margin
earned on installation and service revenues was 28.7%, up from 22.1% last year.
This increase primarily reflects improvements in the gross margins earned in our
National Service Center which serves our lodging and commercial contract
customers. The continued integration of our commercial and lodging services
offerings and improved efficiencies in processes and systems have produced these
improvements. Gross margins earned on our other installation and service revenue
streams was relatively unchanged.

A final component to our gross margins are the margins earned on other revenues
and its corporate cost of goods sold expenses. Other revenues typically
represent sales and cost of goods sold on equipment or services outside our
normal provisioning processes and in the first quarter was dominated by the sale
of a large data maintenance contract. In this transaction, which is an annual
contract directly between Avaya and the customer, the service obligations are
borne entirely by Avaya and we serve as a sales agent. Corporate cost of goods
sold represents our material logistics and purchasing functions that supports
all of our revenue streams. These expenses declined 15% in the first quarter
compared to last year reflecting the effects of our tight cost controls.

Operating Expenses. Operating expenses increased 12% in the first quarter. This
increase is entirely related to the loss of certain financial incentive programs
previously offered by Avaya. These programs, which have been material to our
operating results in the past, have been curtailed and/or replaced by Avaya.
Beginning in our second fiscal quarter, we will be realizing new financial
incentives that have been approved and paid by Avaya to support our sales
expansion initiatives into a few new markets (see discussion under "Systems
Sales" above regarding these sales initiatives). Under these new programs, Avaya
grants specific requests for cost reimbursements based on a business plan
submitted by us. Previously, we earned financial incentives based on a
combination of the volume of our purchases and our marketing-related
expenditures. Our other sales and general and administrative expenses were
relatively unchanged between the two periods.

Interest Expense and Other Income. Interest and other expense was $130,000 in
the first quarter of this year compared to $143,000 in the first quarter of last
year. This improvement reflects a 29% decrease in interest expense partially
offset by a 55% decrease in interest and other income. The decrease in interest
expense reflects lower average debt outstanding during the two periods under
comparison. The lower interest income in the first period is due to a decrease
in the average amount of sales-type lease receivables outstanding. Both interest
expense and interest income are expected to continue to decline.

                                       14
<PAGE>

Tax Provision. The Company has recorded a combined federal and state tax
provision of 39% in all periods presented reflecting the effective federal tax
rate plus the estimated composite state income tax rate.

Operating Margins. Net income as a percent of revenues was 3% for the first
quarter compared to 2% for the same period last year. We believe that our
current business model and current debt levels will support a target operating
margin of 8%. However, we will have to realize sustained growth in systems sales
to reach that target.

OUTLOOK AND RISK FACTORS

The following discussion is an update to the "Outlook and Risk Factors"
discussed in the Company's Annual Report on Form 10-K for the year ended October
31, 2002. The discussions in the report regarding "Dealer Agreements",
"Dependence Upon Avaya", "Dependence Upon a Few Suppliers", "Hiring and
Retaining Key Personnel", "Competition", "Lodging Industry", and "Stock Market
Volatility" are still considered current and should be given equal consideration
together with the matters discussed below.

We believe the U.S. economy is being negatively impacted by concerns about the
Iraqi situation and those concerns are affecting our business.

Our order rates from our Commercial sector customers grew for six straight
months during the last half of 2002. However, beginning in mid-December, those
order rates for new equipment declined dramatically and have not recovered.
Initially, we believed the decline was due to holiday-related vacations, but we
now believe many customers are choosing not to make purchasing decisions until
there is a resolution regarding a potential war in the Middle East. The evidence
to support our belief is anecdotal and is based on discussions with customers
and public comments made by economists and other industry pundits. There is a
general consensus that if a war is begun, it is likely to do so during our
second quarter and that resolution should come within a few weeks or months.
After that, many believe the U.S. economy is poised for a rapid recovery.
However, if the start of a war is delayed or if perceptions develop that the war
is not going well, any recovery in our business would likely be delayed.

It is likely that we will continue to be in default of one or more of the
financial covenants in our credit facility and our banking partners may not
continue to grant waivers and/or provide working capital.

Based on the recent decline in order rates for new systems from our commercial
sector, it is likely that our operating results will be lower in the second
quarter than those presented in this report. If this occurs, we will continue to
not be in compliance with one or more of the financial covenants in our credit
facility. There can be no assurance given that our banking partners will waive
future defaults and continue to provide a working capital line of credit. They
may, in fact, request that we replace the current credit facility with one at
another financial institution. In the event this request is made, there can be
no assurance that we could move the credit facility to another lender on similar
terms or under any terms.

Our sales initiative directed at the "mid-market" may not be successful and may
produce operating losses.

As discussed above, we are adding sales personnel in a few targeted cities to
focus on potential "Mid-market" customers. In the short-term, however, our
ability to fund the necessary operating and capital expenditures to expand our
sales force is largely dependent upon Avaya's financial support of this project.
The projected time frame of available funding is approximately six months.
Therefore if this initiative is not contributing to our profitability within six
to nine months, it is likely we will have to abandon this initiative.

Other Risk Factors.

In addition to the specific risk factors discussed above, the following general
factors can also impact our overall performance and results of operations: the
threat of additional acts of terrorism within the United States and the impact
of those threats on the overall economy, financial markets and customer spending
attitudes; future growth of the IP networking market; uncertainties inherent
with rapidly changing technologies and customer demand; the cost and effects of
legal claims and proceedings; and relationships with suppliers; vendors and
customers.


                                       15
<PAGE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations result primarily from changes in
interest rates. In November 2001, we entered into interest rate swap agreements
with each of its banking partners for the purpose of hedging against future
increases in interest rates. The interest rate swap agreements allow us to pay a
fixed interest rate of 3.32% (before application of the bank's pricing margin)
on a portion of its outstanding debt. At January 31, 2003, we had $6.365 million
of outstanding debt subject to interest rate fluctuations. A hypothetical 10
percent change in such interest rates would not have a material effect upon our
consolidated results of operations or cash flows.

ITEM 4. CONTROLS AND PROCEDURES.

         (a) Evaluation of Disclosure Controls and Procedures. Based on their
evaluation as of a date within 90 days of the filing date of this Quarterly
Report on Form 10-Q, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures (as defined
in Rules 13a-14 (c) and 15d-14 (c) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) are effective to ensure that information required
to be disclosed by the Company in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms.

         (b) Changes in Internal Controls. There were no significant changes in
our internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation. There were no significant
deficiencies or material weaknesses, and therefore there were no corrective
actions taken.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

         During the fiscal quarter for which this report is filed, there were no
material developments of which we are aware in the Phonometrics' litigation,
which we are monitoring. A detailed description of the Phonometrics' cases is
contained in our Annual Report on Form 10-K for the fiscal year ended October
31, 2002 filed with the Commission on January 29, 2003.

ITEMS 2 - 5 have been omitted because they are not applicable.

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

(a) Exhibits (filed herewith):

         SEC Exhibit No.   Description
         ---------------   -----------

         10.14             Third Amendment to Amended and Restated Credit
                           Agreement dated effective as of December 1, 2002
                           among XETA Technologies, Inc., the Lenders and the
                           Agent.

         99.1              Certification of Chief Executive Officer Pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002.

         99.2              Certificate of Chief Financial Officer Pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K - During the quarter for which this report is filed, the
Company filed no reports on Form 8-K.


                                       16
<PAGE>

SIGNATURES


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

                                                  XETA Technologies, Inc.
                                                  (Registrant)


Dated:  March 14, 2003                   By:      /s/  Jack R. Ingram
                                            -----------------------------
                                                  Jack R. Ingram
                                                  Chief Executive Officer


Dated:  March 14, 2003                   By:      /s/  Robert B. Wagner
                                            -----------------------------
                                                  Robert B. Wagner
                                                  Chief Financial Officer


                                       17
<PAGE>

                    PRINCIPAL EXECUTIVE OFFICER CERTIFICATION


I, Jack R. Ingram, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of XETA
         Technologies, Inc;

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

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

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

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

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

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

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

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

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

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


Date:  March 14, 2003

/s/ Jack R. Ingram
-----------------------
Jack R. Ingram
Chief Executive Officer



                                       18
<PAGE>



                    PRINCIPAL FINANCIAL OFFICER CERTIFICATION


I, Robert B. Wagner, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of XETA
         Technologies, Inc;

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

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

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

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

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

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

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

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

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

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


Date:  March 14, 2003

/s/  Robert B. Wagner
-----------------------
Robert B. Wagner
Chief Financial Officer


                                       19
<PAGE>
                               INDEX TO EXHIBITS

<Table>
<Caption>

EXHIBIT
NUMBER            DESCRIPTION
-------           ---------------------------------------------------

<S>               <C>
10.14             Third Amendment to Amended and Restated Credit
                  Agreement dated effective as of December 1, 2002
                  among XETA Technologies, Inc., the Lenders and the
                  Agent.

99.1              Certification of Chief Executive Officer Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.

99.2              Certificate of Chief Financial Officer Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.
</Table>