U.S. Securities and Exchange Commission
                             Washington D. C., 20549

                                   Form 10-QSB

(Mark One)

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

     For the quarterly period ended December 31, 1999

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

     For the transition period from__________ to ___________.


                         Commission file number 0-20924
                                                -------

                           RECONDITIONED SYSTEMS, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

               ARIZONA                                       86-0576290
     -------------------------------                    -------------------
     (State or other jurisdiction of                       (IRS Employer
     incorporation or organization)                     Identification No.)

                     444 WEST FAIRMONT, TEMPE, ARIZONA 85282
                    ----------------------------------------
                    (Address of principal executive offices)

                                  480-968-1772
                           --------------------------
                           (Issuer's telephone number)

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


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 [ ].

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date: as of February 10, 2000, the number
of shares outstanding of the Registrant's common stock was 1,323,594.

Transitional Small Business Disclosure Format.  Yes [ ] No [X].

<PAGE>

ITEM 1










                          PART 1 - FINANCIAL STATEMENTS



                           RECONDITIONED SYSTEMS, INC.


                         Unaudited Financial Statements

                                December 31, 1999











                                       2
<PAGE>

                           RECONDITIONED SYSTEMS, INC.
                                 BALANCE SHEETS
                           December 31, 1999 and 1998
                                   (Unaudited)

                                                        1999            1998
                                                        ----            ----
                                     ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                          $  756,455     $1,091,614
   Accounts receivable - trade, net of allowance
     for doubtful accounts of approximately
     $32,000 and 31,000, respectively                  2,256,085      1,225,790
   Inventory                                           1,038,446        922,247
   Prepaid expenses and other current assets             280,897         97,568
                                                      ----------     ----------

      TOTAL CURRENT ASSETS                             4,331,883      3,337,219
                                                      ----------     ----------

PROPERTY AND EQUIPMENT, NET:                             270,357        144,390
                                                      ----------     ----------
OTHER ASSETS:
   Notes receivable - officer                             75,000        150,000
   Other                                                  53,382         38,896
                                                      ----------     ----------

                                                         128,382        188,896
                                                      ----------     ----------

TOTAL ASSETS                                          $4,730,622     $3,670,505
                                                      ==========     ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Current maturities of long-term debt               $        0     $    3,134
   Accounts payable                                      933,478        448,762
   Customer deposits                                      33,285         20,888
   Accrued severance charges (Note 3)                     90,000              0
   Accrued expenses and other current liabilities        324,198        215,780
                                                      ----------     ----------

      TOTAL CURRENT LIABILITIES                        1,380,961        688,564
                                                      ----------     ----------
STOCKHOLDERS' EQUITY:
   Common stock, no par value; 20,000,000 shares
      shares authorized                               $4,587,580     $4,586,982
   Accumulated deficit                                  (875,814)    (1,605,041)
                                                      ----------     ----------

                                                       3,711,766      2,981,941
   Less: treasury stock, 147,348 and 0 shares
         respectively, at cost                          (362,105)             0
                                                      ----------     ----------

                                                       3,349,661      2,981,941
                                                      ----------     ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $4,730,622     $3,670,505
                                                      ==========     ==========

                                       3
<PAGE>

                           RECONDITIONED SYSTEMS, INC.
                            STATEMENTS OF OPERATIONS
      For the Three and Nine Month Periods Ended December 31, 1999 and 1998
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED            NINE MONTHS ENDED
                                                   DECEMBER 31,                  DECEMBER 31,
                                              1999            1998           1999           1998
                                              ----            ----           ----           ----
<S>                                        <C>             <C>            <C>           <C>
Sales                                      $3,066,267      $2,543,315     $7,822,153    $8,317,781

Cost of sales                               2,207,686       1,919,714      5,758,948     6,399,630
                                           ----------      ----------     ----------    ----------

Gross profit                                  858,581         623,601      2,063,205     1,918,151

Selling & administrative expenses             525,604         360,661      1,376,566     1,189,424
Severance charge                                    0               0        292,984             0
                                           ----------      ----------     ----------    ----------

Income from operations                        332,977         262,940        393,655       728,727

Other income (expense):
   Interest income                             15,115          13,852         50,361        35,446
   Interest expense                                 0            (205)             0        (1,252)
   Other                                          625           1,023            782         3,466
                                           ----------      ----------     ----------    ----------

Net income                                 $  348,717      $  277,610     $  444,798    $  766,387
                                           ==========      ==========     ==========    ==========

Basic earnings per share (Notes 1 and 3)   $     0.26      $     0.19     $     0.32    $     0.52
                                           ==========      ==========     ==========    ==========

Basic weighted average number
   of shares outstanding                    1,340,765       1,473,950      1,383,478     1,473,950
                                           ==========      ==========     ==========    ==========
Diluted earnings per common
   and common equivalent share
   (Notes 1 and 3)                         $     0.24      $     0.16     $     0.29    $     0.45
                                           ==========      ==========     ==========    ==========
Diluted weighted average number
   of shares outstanding                    1,456,567       1,702,691      1,557,870     1,698,491
                                           ==========      ==========     ==========    ==========
</TABLE>


                                       4
<PAGE>

                           RECONDITIONED SYSTEMS, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
        For the Year Ended March 31, 1999 and the Nine Month Period Ended
                                December 31, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                           |       COMMON         COMMON        RETAINED
                           |        STOCK          STOCK        EARNINGS       TREASURY
                           |       SHARES         AMOUNT       (DEFICIT)          STOCK          TOTAL
------------------------------------------------------------------------------------------------------
<S>                            <C>            <C>           <C>             <C>            <C>
BALANCE AT                 |
MARCH 31, 1998             |   1,473,950      $4,586,982    $(2,367,674)    $   (3,754)    $2,215,554
                           |
RETIREMENT OF              |
TREASURY SHARES            |        (134)             --         (3,754)         3,754             --
                           |
NET INCOME                 |          --              --      1,050,816             --      1,050,816
                           |--------------------------------------------------------------------------
                           |
BALANCE AT                 |
MARCH 31, 1999             |   1,473,816      $4,586,982    $(1,320,612)     $      --     $3,266,370
                           |
PURCHASE OF                |
TREASURY SHARES            |    (150,000)             --             --       (368,412)      (368,412)
                           |
TRANSFER OF                |
SHARES TO ESOP             |
PLAN                       |       2,652             598             --          6,307          6,905
                           |
NET INCOME                 |          --              --        444,798             --        444,798
                           |--------------------------------------------------------------------------
                           |
BALANCE AT                 |
DECEMBER 31, 1999          |   1,326,468      $4,587,580    $  (875,814)     $(362,105)    $3,349,661
                           |==========================================================================

</TABLE>


                                       5
<PAGE>

                           RECONDITIONED SYSTEMS, INC.
                            STATEMENTS OF CASH FLOWS
      For the Three and Nine Month Periods Ended December 31, 1999 and 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED             NINE MONTHS ENDED
                                                        DECEMBER 31,                   DECEMBER 31,
                                               ---------------------------     --------------------------
                                                    1999           1998            1999           1998
                                                    ----           ----            ----           ----
<S>                                            <C>             <C>             <C>            <C>
Cash and cash equivalents provided/(used) by
operating activities                           $  (597,596)    $   270,085     $    67,855     $   438,686

Cash and cash equivalents used by investing
activities                                         (69,714)         (3,874)       (133,702)        (49,451)

Cash and cash equivalents used by financing
activities                                         (99,805)        (11,008)       (281,023)        (30,652)
                                               -----------     -----------     -----------     -----------

Increase/(Decrease) in cash and cash
equivalents                                       (767,115)        255,203        (346,870)        358,583

Cash and cash equivalents at beginning of
period                                           1,523,570         836,411       1,103,325         733,031
                                               -----------     -----------     -----------     -----------

Cash and cash equivalents at end of period     $   756,455     $ 1,091,614     $   756,455     $ 1,091,614
                                               ===========     ===========     ===========     ===========
</TABLE>


                                       6
<PAGE>

                           RECONDITIONED SYSTEMS, INC.
                          Notes to Financial Statements
                                   (Unaudited)

--------------------------------------------------------------------------------
                                     NOTE 1.
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

BASIS OF PRESENTATION:

     The  unaudited   financial   statements   include  only  the  accounts  and
     transactions of the Company.

INTERIM FINANCIAL STATEMENTS:

     The  unaudited  interim  financial   statements   include  all  adjustments
     (consisting  of  normal  recurring  accruals)  which,  in  the  opinion  of
     management,  are  necessary in order to make the financial  statements  not
     misleading.  Operating  results for the nine months ended December 31, 1999
     are not necessarily  indicative of the results that may be expected for the
     entire year ending March 31, 2000.  These  financial  statements  have been
     prepared  in  accordance  with the  instructions  to Form 10-QSB and do not
     contain  certain  information  required by  generally  accepted  accounting
     principles.  These  statements  should  be read  in  conjunction  with  the
     financial  statements  and notes  thereto  included in the  Company's  Form
     10-KSB for the year ended March 31, 1999.

EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE:

     Basic  earnings per share  include no dilution and are computed by dividing
     income  available to common  stockholders by the weighted average number of
     shares outstanding for the period.

     Diluted  earnings  per share  amounts are  computed  based on the  weighted
     average number of shares actually outstanding plus the shares that would be
     outstanding  assuming the exercise of dilutive stock options,  all of which
     are  considered to be common stock  equivalents.  The number of shares that
     would be issued from the exercise of stock  options has been reduced by the
     number of shares that could have been  purchased  from the  proceeds at the
     average market price of the Company's stock.


                                       7
<PAGE>

                           RECONDITIONED SYSTEMS, INC.
                          Notes to Financial Statements
                                   (Unaudited)

--------------------------------------------------------------------------------
                                     NOTE 2.
                               EARNINGS PER SHARE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED             NINE MONTHS ENDED
                                                          DECEMBER 31,                   DECEMBER 31,
                                                 ---------------------------     --------------------------
                                                     1999            1998            1999           1998
                                                     ----            ----            ----           ----
<S>                                              <C>             <C>             <C>            <C>
BASIC EPS

Net Income                                       $  348,717      $  277,610      $  444,797     $  766,387
                                                 ==========      ==========      ==========     ==========

Weighted average number of shares outstanding     1,340,765       1,473,950       1,383,478      1,473,950

Basic earnings per share                         $     0.26      $     0.19      $     0.32     $     0.52
                                                 ==========      ==========      ==========     ==========

DILUTED EPS

Net Income                                       $  348,717      $  277,610      $  444,797     $  766,387
                                                 ==========      ==========      ==========     ==========

Weighted average number of shares outstanding     1,340,765       1,473,950       1,383,478      1,473,950

Effect of dilutive securities:
  Stock options                                     115,802         228,741         174,392        224,541
                                                 ----------      ----------      ----------     ----------

Total common shares + assumed conversions         1,456,567       1,702,691       1,557,870      1,698,491
                                                 ==========      ==========      ==========     ==========

Per Share Amount                                 $     0.24      $     0.16      $     0.29     $     0.45
                                                 ==========      ==========      ==========     ==========
</TABLE>

--------------------------------------------------------------------------------
                                     NOTE 3.
                                SEVERANCE CHARGES
--------------------------------------------------------------------------------

Effective  September 30, 1999,  the Board of Directors  entered into a Severance
Agreement with and accepted the resignation of Wayne R. Collignon, the Company's
President and Chief Executive Officer (CEO).  Under the terms of this agreement,
the Company agreed to pay Mr.  Collignon  $430,484 in exchange for 50,000 shares
of the  Company's  Common  Stock and options to purchase  100,000  shares of the
Company's  Common Stock held by Mr.  Collignon.  The agreement is payable in one
installment of $260,000 paid on November 10, 1999,  through the relief of a note
and  interest  receivable  owed by Mr.  Collignon  to the  Company,  and a final
payment of $90,000 which is currently in dispute.


                                       8
<PAGE>

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

The  statements  contained  in this  report  that are not  historical  facts may
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended,  and Section 21E of the Securities  Exchange
Act of 1934, as amended,  and are subject to the safe harbors  created  thereby.
These forward-looking statements involve risks and uncertainties, including, but
not  limited  to,  the risk  that the  Company  may not be able to  successfully
diversify its operations,  the risk that the Company may not see increased sales
and  profitability,  and the risk that the stock  market may not  recognize  the
Company's financial results and potential for future prospects. In addition, the
Company's   business,   operations  and  financial   condition  are  subject  to
substantial  risks that are  described in the Company's  reports and  statements
filed from time to time with the Securities and Exchange  Commission,  including
the  Company's  Annual Report on Form 10-KSB for the fiscal year ended March 31,
1999.

RESULTS OF OPERATIONS

SALES REVENUE
The Company  reported sales revenue of $3,066,267 for the quarter ended December
31, 1999  (hereinafter the reporting  quarter) as compared to $2,543,315 for the
quarter  ended  December  31, 1998  (hereinafter  the  comparable  quarter),  an
increase of $522,952 or 20.6%.  This increase was due to improved  retail sales.
Sales  revenues for the nine month period ended  December 31, 1999  (hereinafter
the reporting  period)  totaled  $7,822,153,  down 6% over the nine month period
ended December 31, 1998 (hereinafter the comparable  period).  This decrease was
primarily attributed to lower wholesale sales.

Retail sales totaled $1,719,398 during the reporting quarter,  up 74.9% over the
comparable quarter. Retail sales for the reporting period totaled $3,663,813, an
increase  of  18.3%  over  the  comparable  period.  Management  believes  these
increases are a result of the Company's  focus during the current fiscal year on
building a stronger retail business  operating as "Total Office Interiors." This
was achieved  through the addition of the  Company's  new sales  manager in July
1999,  increased commitment to improving customer service and sales support, the
continued  development  of qualified  sales  personnel and  improvements  to the
Company's  retail  showroom  facilities.  These  efforts  have  begun to pay off
through increased sales, particularly repeat and referral business.

Wholesale sales totaled  $1,346,869 for the reporting quarter and $4,158,340 for
the  reporting  period,  down 13.7% and 20.4% over the  comparable  quarter  and
comparable period, respectively. These decreases were primarily due to increased
competitive pressures from new "bargain" product-lines.  The Company implemented
a new  pricing  and  freight  program  designed  to counter  the effects of this
increased competition.  For further discussion, see "Forward Looking Statements"
below.

GROSS MARGIN
The Company's gross profit margin for the reporting quarter was 28%, as compared
to 24.5% for the comparable  quarter,  a 3.5% improvement.  The gross margin for
the reporting  period was 26.4% versus 23.1% in the  comparable  period,  a 3.3%
improvement.  These  improvements  were primarily  attributable  to an increased
percentage of retail to wholesale  sales and lower product  costs.  Retail sales
comprised  56% of total sales  during the  reporting  quarter and 47% during the
reporting  period,  up  17.4%  from the  comparable  quarter  and 9.6%  from the
comparable  period. As retail margins are typically higher than those charged on
wholesale sales, this change in the  retail/wholesale mix accounts for a portion
of the improved margins.  In addition,  increased supply of used Haworth product
available on the aftermarket has driven the Company's product costs down.


                                       9
<PAGE>

OPERATING EXPENSES
The Company's selling and administrative expenses increased from 14% of sales in
the  comparable  quarter to 17% for the  reporting  quarter.  This  increase  is
primarily  attributed to the change in the  retail/wholesale  mix and the higher
selling  expenses  associated with retail sales as compared to wholesale  sales.
The Company  reported  selling and  administrative  expenses for the  comparable
period of 14.3% versus 21.3% for the reporting period. In addition to the higher
retail  selling  expenses,  this 7%  increase is also  attributed  to a one time
severance charge of $292,984 reported during the previous quarter and additional
expenditures  related  to the  Company's  computer  conversion  (see  "Year 2000
Compliance" below).

OTHER INCOME AND EXPENSES
The Company's  other income and expenses,  which consists  primarily of interest
income  and  expense,  improved  by $1,070  from the  comparable  quarter to the
reporting  quarter and by $13,483 from the  comparable  period to the  reporting
period.  These  improvements were primarily  attributable to increased  interest
income generated from the Company's current cash reserves.

FORWARD LOOKING STATEMENTS
The  Company  continues  to face  increasing  competition  with  "budget"  newly
manufactured product-lines. These product-lines have had a significant impact on
the Company  wholesale  sales.  Management  has  responded  to this  competitive
pressure by  implementing  a new pricing  structure  for the  wholesale  market.
Beginning July 1, 1999, the Company's wholesale department began offering deeper
discounts and  implemented a new freight  policy  modeled after those offered by
new  furniture  manufacturers.  In  addition,  the Company has  re-directed  its
wholesale  marketing  efforts,  focusing on strengthening and further developing
relationships  with the network of dealers who have consistently been successful
in marketing the Company's  products.  This marketing plan includes,  but is not
limited to, joint venture  advertising  and improved  dealer  support  services.
However,  there  can be no  assurance  that the new  pricing  structure  and new
wholesale marketing efforts will enable the Company to compete successfully with
the "budget" newly manufactured product-lines on a wholesale level.

In an  effort to  counter  the  effects  of deeper  wholesale  discounts  on the
Company's gross margin and pursue long-term growth, management implemented a new
retail marketing program. Beginning July 1, 1999, the Company instituted its new
retail  sales  expansion  program.  The  Company  hired a sales  manager,  added
additional  sales  personnel  and  began  tenant  improvements  to its  existing
facility,  which included remodeling and expansion of the Company's showroom and
office space. The primary focus of this program is to change the Company's image
in the Phoenix marketplace from that of a used furniture  refurbisher to that of
a full service  office  furniture  dealership.  The Company began doing business
under the new trade name of "Total Office Interiors" in October 1999. Along with
the new trade name, the Company's new retail sales showroom and remodeled office
space within its existing Tempe  facility was completed  during October 1999. In
addition  to  showcasing  and  marketing  the  Company's   refurbished   systems
furniture,  the space now features  the  Company's  new  expanded  product-line,
including  files,  chairs,  desks  and new  systems  furniture  manufactured  by
Teknion.  Management  believes  this name change and expanded  product line will
help potential customers to identify the Company's line of business and position
the Company as a source for all office furniture needs,  further building on the
momentum  generated  by the  personnel  changes  within the  retail  department.
However,  the full service office  furniture market is highly  competitive,  and
there can be no  assurance  that the new retail  marketing  program will lead to
improved margins or long-term growth.


                                       10
<PAGE>

INCOME TAXES
During the periods ended December 31, 1999 and 1998,  the Company's  taxable net
income was fully offset by net  operating  loss  carryforwards.  As a result the
Company incurred no income tax expense during these periods.

FINANCIAL CONDITION AND LIQUIDITY
As of  December  31,  1999,  the  Company's  cash and cash  equivalents  totaled
$756,455.  In addition,  the  Company's  net worth and working  capital  totaled
$3,349,661 and $2,950,922,  respectively.  The Company has no long-term debt and
$1,000,000 available on its line of credit through M&I Thunderbird Bank.

The Company  reported cash flows from operations of $67,855 during the reporting
period.  This was primarily a result of operating  income  reduced by cash flows
for severance  charges paid. The Company's  accounts  receivable,  inventory and
prepaid  expenses all increased during the reporting  period,  however they were
partially  offset by increased  accounts  payable.  Management  attributes these
increases  to timing  issues,  which should be  self-correcting  during the next
quarter. The Company used approximately $134,000 for capital expenditures and it
used approximately $281,000 to finance the purchase of treasury shares.

Cash provided by operations in the near future should closely  follow  operating
income. Management believes current cash reserves and cash flows from operations
will be adequate  to fund the needs of the  Company  through the end of the next
fiscal year without the need for outside financing.

YEAR 2000 COMPLIANCE
The "Year 2000 problem"  arose because many computer  programs use only the last
two  digits  to refer  to a year.  Therefore,  these  computer  programs  do not
properly recognize a year that begins with "20" instead of the familiar "19." If
not corrected, many computer applications could fail or create erroneous results
when the year 2000 begins.

The Company  replaced its computer  hardware and accounting  software program to
prevent  any  potential  Year  2000  problems  and  to  improve   administrative
efficiency.  As of December 31, 1999 the total  expenditures related to the Year
2000 project were approximately  $105,000.  As of February 14, 2000, the Company
has not experienced any significant problems related to Year 2000.


                                       11
<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS
The  Company is not party to any pending  legal  proceeding  other than  routine
litigation incidental to the business.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.

ITEM  5. OTHER INFORMATION
None.



                                       12
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K
(a) The following exhibits are filed herewith pursuant to Regulation S-B:

No.               Description                                          Reference
---               -----------                                          ---------
3.1      Articles of Incorporation of the Registrant,
         as amended and restated                                           3
3.2      Bylaws of Registrant, as amended and restated                     3
4.1      Form of Common Stock Certificate                                  1
4.5      Registration Rights Agreements                                    2
*4.9     Options issued to Wayne R. Collignon                              4
*4.10    Options issued to Dirk D. Anderson                                4
*4.11    Amendment to Options issued to Wayne Collignon                    5
*4.12    Amendment to Options issued to Dirk D. Anderson                   5
*4.13    Options issued to Wayne R. Collignon                              5
*4.14    Options issued to Dirk D. Anderson                                5
*4.15    Options issued to Scott W. Ryan                                   5
*4.16    Options issued to Scott W. Ryan                                   5
10.1     Lease Agreement, dated April 12, 1990 between Boston
         Safe Deposit and Trust Company, as Lessor, and Registrant
         as Lessee                                                         1
10.33    Loan document between M&I Thunderbird Bank and the Registrant     6
*10.34   Agreement between Wayne R. Collignon and Registrant               7

          (1)  Filed with Registration Statement on Form S-18, No.
               33-51980-LA, under the Securities Act of 1933, as
               declared effective on December 17, 1992
          (2)  Filed with Form  10-KSB on July 13, 1995
          (3)  Filed with Form 10-KSB on July 2, 1996
          (4)  Filed with Form 10-QSB on November 14, 1996
          (5)  Filed with 10-KSB on September 26, 1997
          (6)  Filed with 10-QSB on August 11, 1999
          (7)  Filed with 10-QSB on November 16, 1999
          (*)  Indicates a compensatory plan or arrangement

(b) Reports on Form 8-K:
No reports were filed on Form 8-K during the quarter ended December 31, 1999.


                                       13
<PAGE>

                                   SIGNATURES

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


RECONDITIONED SYSTEMS, INC.


Date:    February 14, 2000                      /s/ SCOTT W. RYAN
                                                -------------------------------
                                                Scott Ryan, CEO


Date:    February 14, 2000                      /s/ DIRK D. ANDERSON
                                                -------------------------------
                                                Dirk D. Anderson, COO



                                       14