SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-QSB



_X_   Quarterly  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
      Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

                                       OR

___   Transition  Report  Pursuant  to  Section  13 or 15(d)  of the  Securities
      Exchange Act of 1934 For the transition period from _______ to ________

                          Commission File No: 00-113959

                                CPS SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

                TEXAS                                 75-1607857
    (STATE OR OTHER JURISDICTION OF      (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)

                            3400 CARLISLE, SUITE 500
                               DALLAS, TEXAS 75204
                                 (214) 855-5277

 (Address, including  zip code, and  telephone  number, including  area code, of
                   Registrant's principal executive offices)


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

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                  CLASS                     OUTSTANDING AS OF  AUGUST 10, 1999
                  -----                     ---------------------------------
             Common stock
         Par value $.01 per share                      6,765,337

                                        1
<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        CPS SYSTEMS, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                              As of       As of
                                                            06/30/99    12/31/98
                                                           (unaudited)
<S>                                                        <C>         <C>
ASSETS
CURRENT ASSETS
     Cash ..............................................   $     83    $    296
     Accounts receivable ...............................      1,345       2,852
     Deferred income tax ...............................      1,555         907
     Inventory .........................................        192         201
     Refundable income taxes ...........................         89         267
     Prepaid expense and other current assets ..........        493         564
                                                           --------    --------
                 Total current assets: .................      3,757       5,087
PROPERTY AND EQUIPMENT .................................        754         790
SOFTWARE DEVELOPMENT COST ..............................      6,114       4,167
OTHER ASSETS
     Costs in excess of net assets acquired ............      1,482       1,623
     Debt issue costs ..................................         38          79
     Other assets ......................................         21          29
                                                           --------    --------
                                                              1,541       1,731
                                                           --------    --------
                                                           $ 12,166    $ 11,775
                                                           ========    ========
LIABILITIES  AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
     Current portion of long term debt .................   $  1,050    $  1,050
     Accounts payable ..................................      2,217       1,066
     Note payable ......................................      1,000        --
     Accrued income tax payable ........................         16        --
     Other accrued expenses ............................        611         437
     Customer deposits and unearned revenue ............      3,365       4,013
                                                           --------    --------
                 Total current liabilities: ............      8,259       6,566
OTHER LIABILITIES
     Long-term debt ....................................      1,031       1,023
     Unearned revenue ..................................         14          14
     Other liabilities .................................       --          --
                                                           --------    --------
                 Total long term debt: .................      1,045       1,037
                                                           --------    --------
                 Total Liabilities: ....................      9,304       7,603

COMMITMENTS AND CONTINGENCIES ..........................       --          --
SHAREHOLDERS' EQUITY
     Preferred stock, $.01 par value; authorized
        10,000,000 shares, none issued and outstanding .       --          --
     Common stock, $.01 par value, 50,000,000 shares
        authorized; 6,754,576 shares issued in 1999
        and 6,734,928 shares issued in 1998 ............         67          67
     Additional paid-in capital ........................      6,820       6,805
     Accumulated deficit ...............................     (4,025)     (2,700)
                                                           --------    --------
                 Total Shareholders' Equity: ...........      2,862       4,172
                                                           --------    --------
                                                           $ 12,166    $ 11,775
                                                           ========    ========

</TABLE>



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

                                        2
<PAGE>
                        CPS SYSTEMS, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

                                                 THREE MONTHS ENDED JUNE 30,  SIX MONTHS ENDED JUNE 30,
                                                       1999          1998          1999          1998
                                                       ----          ----          ----          ----
<S>                                                  <C>           <C>           <C>           <C>
Revenue
           License fees ..........................   $   491       $   402       $   848       $   600
           Recurring maintenance and service fees    $   997       $ 1,053       $ 2,008       $ 2,129
           Product sales .........................   $   270       $   756       $   655       $ 1,399
           Other service fees ....................   $    71       $   271       $   220       $   552
                                                     -------       -------       -------       -------
                                                     $ 1,829       $ 2,482       $ 3,731       $ 4,680

Cost of Revenue
           Product sales .........................   $   225       $   634       $   512       $ 1,133
           Purchased software ....................   $   245       $   228       $   533       $   375
           Distribution ..........................   $     3       $     3       $     8       $     7
                                                     -------       -------       -------       -------
                                                     $   473       $   865       $ 1,053       $ 1,515

                                                     -------       -------       -------       -------
                Gross profit .....................   $ 1,356       $ 1,617       $ 2,678       $ 3,165

Operating Expenses:
           Support and customer service ..........   $ 1,085       $   988       $ 2,176       $ 1,922
           Selling and marketing .................   $   259       $   567       $   492       $ 1,038
           Research and development ..............   $   355       $   164       $   478       $   266
           General and administrative ............   $   719       $   309       $ 1,152       $   768
           Amortization of intangible goodwill ...   $    70       $    70       $   140       $   141
                                                     -------       -------       -------       -------
                                                     $ 2,488       $ 2,098       $ 4,438       $ 4,135

                Earnings(loss) from operations ...   ($1,132)      ($  481)      ($1,760)      ($  970)
                                                     -------       -------       -------       -------

Interest and financing costs .....................   $   113       $    88       $   197       $   333
                                                     -------       -------       -------       -------
                Earnings(loss) before income taxes   ($1,245)      ($  569)      ($1,957)      ($1,303)

Income tax expense(benefit) ......................   ($  416)      ($  192)      ($  633)      ($  452)
                                                     -------       -------       -------       -------
                Net earnings(loss) ...............   ($  829)      ($  377)      ($1,324)      ($  851)
                                                     =======       =======       =======       =======


Net earnings(loss) per common share
     Basic and Diluted ...........................   ($ 0.12)      ($ 0.06)      ($ 0.20)      ($ 0.16)
Weighted average shares used in computing net
earnings(loss) per common share:
     Basic and Diluted ...........................     6,754         6,733         6,757         5,436

</TABLE>



The accompanying notes are an integral part of these statements.

                                        3
<PAGE>
                        CPS SYSTEMS, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                  (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

                                                                        SIX MONTHS ENDED JUNE 30,
                                                                              1999       1998
                                                                        -------------------------
<S>                                                                         <C>        <C>
Cash flows from operating activities:
     Net income(loss) ...................................................   $(1,325)   $  (851)
     Adjustments to reconcile net income(loss) to net cash:
        Depreciation and amortization ...................................       382        368
        Adjustment to put warrants ......................................      --          125
        Loss on disposal of property and equipment ......................         7          1
        Accrued interest to shareholders ................................      --            2
        Changes in assets and liabilities, net of business acquired:
            Accounts receivable .........................................     1,506       (502)
            Refundable income taxes .....................................       178       (125)
            Inventories .................................................        10       (105)
            Deferred income tax expense .................................      (648)      (713)
            Prepaid expenses and other current assets ...................        73       (543)
            Accounts payable ............................................     1,151       (598)
            Accrued expenses ............................................       180        793
            Customer deposits and unearned revenue ......................      (648)     1,379
            Income taxes payable ........................................        16        132
            Other liabilities ...........................................      --            5

                          Net cash provided(used) by operating activities   $   882    $  (633)
                                                                            ------------------

Cash Flows from investing activities:
     Purchase of property and equipment .................................       (98)      (249)
     Software development costs .........................................    (2,020)    (1,155)
                                                                            ------------------
                          Net cash used by investing activities .........   $(2,118)   $(1,404)

Cash flows from financing activities:
     Principal payment on long-term debt ................................         8       (855)
     Proceeds from notes payable - Tyler Corporation ....................     1,000       --
     Proceeds from employee stock purchase plan .........................        15       --
     Proceeds from public offering, net of offering cost ................      --        5,867
                                                                            ------------------
                          Net cash provided by financing activities .....   $ 1,023    $ 5,012

Net increase(decrease) in cash ..........................................      (213)     2,976
Cash at beginning of period .............................................       296        327
                                                                            ------------------
Cash at end of period ...................................................   $    83    $ 3,303

Supplementary Cash Flow Disclosure:
     Interest and financing costs paid ..................................   $    63    $   167
     Income taxes paid (refunded), net ..................................   $  (180)   $   200

</TABLE>

The accompanying notes are an integral part of these statements.

                                        4
<PAGE>
                        CPS SYSTEMS, INC. AND SUBSIDIARY
                 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 1999



        (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)


NOTE A - BASIS OF PRESENTATION

The interim condensed  consolidated  financial  statements  included herein have
been  prepared  by the  Company  without  audit.  These  statements  reflect all
adjustments which are, in the opinion of management, necessary to present fairly
the  consolidated  financial  position as of June 30, 1999, and the consolidated
results of operation for the three months and six months ended June 30, 1999 and
1998. All such adjustments are of a normal recurring nature. Certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted.  The Company  believes  that the  disclosures  are adequate to make the
information  presented not misleading.  It is suggested that these  consolidated
financial  statements  and  notes  be  read  in  conjunction  with  the  audited
consolidated  financial  statements  and notes for the year ended  December  31,
1998, included in the Company's Form 10-K filed with the Securities and Exchange
Commission on April 15, 1999.

NOTE B - REVENUE RECOGNITION

The Company  licenses  its  software  products.  Pursuant to AICPA  Statement of
Position 97-2,  "Software  Revenue  Recognition",  revenue from software license
fees is  recognized  when an  agreement  has been  executed,  software  has been
delivered and installed,  all significant  contractual obligations have been met
and  collection of the related  receivable is probable.  Post contract  customer
support  revenue,   consisting  of  continuing  maintenance  and  service  fees,
including  that bundled with initial  license fees,  is deferred and  recognized
ratably over the contractual  periods the services are provided.  Product sales,
consisting  primarily of computer hardware,  are recognized upon delivery of the
product.

NOTE C - SENIOR TERM LOAN

On December  31, 1999,  the current  portion,  approximately  $1,100 of a $2,100
senior note payable to Hanifen Imhoff  Mezzanine Fund, L.P. (the "Hanifen Loan")
becomes due. As of December  31, 1998,  the Company was in violation of the note
agreement  with Hanifen Imhoff  Mezzanine  Fund,  L.P.,  relating to the Hanifen
Loan. The violation pertains to the ratio of cash flow to total contractual debt
service.  Hanifen Imhoff  Mezzanine  Fund, L.P has waived through  September 30,
1999 compliance with this ratio. As of July 1, 1999, the Company is in violation
of the note  agreement for failure to make an interest  payment of $63, due June
30, 1999.

NOTE D - MERGER AGREEMENT AND TERM LOAN

On March 30, 1999,  the Company  executed an  Agreement  and Plan of Merger (the
"Merger   Agreement")  with  Tyler   Technologies   (formerly  known  as  "Tyler
Corporation"  and  referred to  hereinafter  as  "Tyler")  pursuant to which the
Company  would  merge  with and into a wholly  owned  subsidiary  of  Tyler.  In
addition, on March 30, 1999, Tyler loaned $1,000 to the Company,  evidenced by a
secured promissory note (the "Tyler Loan"). The Tyler Loan is due on October 30,
1999, and has an interest rate of 2% over the prime rate. An interest payment is
due June 30, 1999, and the entire principal balance and accrued interest is then
due on October 30, 1999. The note is secured by a lien on the Company's  assets,
subordinate to the Hanifen Loan. As of July 1, 1999, the Company is in violation
of the Tyler Loan for non-payment of the interest due on June 30, 1999.

                                        5
<PAGE>
                        CPS SYSTEMS, INC. AND SUBSIDIARY
                                  JUNE 30, 1999

On June 3, 1999,  the Company  received  notice from Tyler of termination of the
Merger Agreement. Currently, the Company and Tyler are in active negotiations to
find an alternative structure for the transaction.

NOTE E - Backlog

As of June 30,  1999,  the Company has a backlog of six  contracts  representing
approximately  $3,300 in  initial  license  fees and  $1,000 in  average  annual
recurring  maintenance  revenue.  These  six  contracts  are for  the  Company's
property tax billing and collection  product  ("Collection"),  computer-assisted
mass appraisal ("CAMA") and interactive voice response system.

On June 1, 1999, the Company and Hillsborough County,  Florida  ("Hillsborough")
reached a mutual  agreement to terminate the contract  dated  February 26, 1998.
This  contract  was to have the  Company  install  its  Collection  product  for
licensed use by  Hillsborough.  Upon  cancellation of the contract,  the Company
retains the $274  Hillsborough  paid to the Company pursuant to the terms of the
contract.  However,  in the event Hillsborough  purchases the Collection product
from the  Company  prior to  January  1,  2001,  then the  Company  will  credit
Hillsborough  with $266  against  the  payment of the  license fee for the newly
purchased software.

One of  the  backlog  contracts  has a  clause  in the  contract  providing  for
liquidating  damages  under  limited  circumstances.   Circumstances  triggering
damages  include  failure to complete  installation  of the CAMA and  Collection
products by January 1, 1999 and March 1, 1999, respectively. Liquidating damages
accumulate  until live  production  of the  systems.  As of June 30,  1999,  the
Company may be subject to a potential liquidating damages claim of approximately
$1,300.  The Company does not believe it is subject to the claim for liquidating
damages and is currently negotiating with the county to resolve the matter.

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

        (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

This  section  of the  Report  contains  forward-looking  statements  within the
meaning of Section  21E of the  Securities  Exchange  Act of 1934,  as  amended.
Actual results for future periods could differ  materially  from those discussed
in this  section as a result of the various  risks and  uncertainties  discussed
herein. A comprehensive  summary of such risks and uncertainties can be found in
the Company's  filings with the Securities and Exchange  Commission from time to
time,  including  the  Company's  annual report on Form 10-K for the fiscal year
ended  December 31, 1998 filed with the  Securities  and Exchange  Commission on
April 15, 1999. All dollar amounts are expressed in thousands,  except per share
amounts. The financials results reflected in this Item 2 are unaudited.

                                        6
<PAGE>
                        CPS SYSTEMS, INC. AND SUBSIDIARY

                                  JUNE 30, 1999

RESULTS OF OPERATIONS

The following  table sets forth,  for the periods  indicated,  the percentage of
total revenues represented by certain revenue, expense and income items:
<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED JUNE 30,  SIX MONTHS ENDED JUNE 30,
                                                         1999         1998         1999         1998
                                                         ----         ----         ----         ----
<S>                                                   <C>          <C>          <C>          <C>
Revenue
           License fees ...........................      26.8%        16.2%        22.7%        12.8%
           Recurring maintenance and service fees .      54.5%        42.4%        53.8%        45.5%
           Product sales ..........................      14.8%        30.5%        17.6%        29.9%
           Other service fees .....................       3.9%        10.9%         5.9%        11.8%
                                                      -------      -------      -------      -------
                Total Revenue .....................     100.0%       100.0%       100.0%       100.0%
                                                      -------      -------      -------      -------

Cost of Revenue
           Product sales ..........................      12.3%        25.5%        13.7%        24.2%
           Purchased software .....................      13.4%         9.2%        14.3%         8.0%
           Distribution ...........................       0.2%         0.1%         0.2%         0.1%
                                                      -------      -------      -------      -------
                Total Cost of Sales ...............      25.9%        34.8%        28.2%        32.3%
                                                      -------      -------      -------      -------

                Gross profit ......................      74.1%        65.2%        71.8%        67.7%

Operating Expenses:
           Support and customer service ...........      59.3%        39.8%        58.3%        41.1%
           Selling and marketing ..................      14.2%        22.8%        13.2%        22.2%
           Research and development ...............      19.4%         6.6%        12.8%         5.7%
           General and administrative .............      39.3%        12.5%        30.9%        16.4%
           Amortization of intangible goodwill ....       3.8%         2.8%         3.8%         3.0%
                                                      -------      -------      -------      -------

                 Total Operating Expense ..........     136.0%        84.5%       119.0%        88.4%
                                                      -------      -------      -------      -------

                 Earnings(loss) from operations ...    (61.9)%       (19.3)%      (47.2)%      (20.7)%

Interest and financing costs ......................       6.2%         3.5%         5.3%         7.1%
                                                      -------      -------      -------      -------
                 Earnings(loss) before income taxes     (68.1)%      (22.8)%      (52.5)%      (27.8)%

Income tax expense(benefit) .......................     (22.7)%       (7.7)%      (17.0)%       (9.7)%
                                                      -------      -------      -------      -------
                 Net earnings(loss) ...............     (45.4)%      (15.1)%      (35.5)%      (18.1)%
                                                      =======      =======      =======      =======
</TABLE>

                                        7
<PAGE>
                        CPS SYSTEMS, INC. AND SUBSIDIARY

                                  JUNE 30, 1999


COMPARISON OF THREE MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998

REVENUE

The Company's  revenue includes revenue of license fees,  recurring  maintenance
and service fees,  product sales,  and other service fees.  The Company's  total
revenue was $1,829 for the three months  ended June 30, 1999  compared to $2,482
for the three  months  ended June 30,  1998,  a decrease of $653 or 26.3%.  This
decrease  was  primarily  due to a decrease  in  remittance  processing  ("RPS")
hardware,  software and installation sales. The decrease was partially offset by
an increase in a new Collection installation.

 License Fees.  The  Company's  revenue from license fees was $491 for the three
months ended June 30, 1999  compared to $402 for the three months ended June 30,
1998,  an increase of $89 or 22.1%.  The  increase  was  primarily  due to a new
Collection installation. This increase was partially offset by a decrease in RPS
third party software sales. The Company currently has a backlog of six contracts
representing approximately $3,300 in initial license fees.

 Recurring  Maintenance  and Service Fees. The Company's  revenue from recurring
fees was $997 for the three  months  ended June 30, 1999  compared to $1,053 for
the three months  ended June 30,  1998, a decrease of $56 or 5.3%.  The decrease
was  primarily  due to a decline in  hardware  and city and  municipal  software
("City")  maintenance.  The  hardware  maintenance  decline is  associated  with
hardware manufacturers  offering longer extended warranties,  declining costs of
hardware and the  Company's  belief that some  customers no longer view hardware
maintenance as a mission  critical need for all components.  The decline of City
maintenance  (approximately $34) is due to the reduction of City contracts.  The
Company  currently  has a backlog of six  contracts  representing  approximately
$1,000 in average annual recurring maintenance revenue.

 Product  Sales.  Revenue from product sales was $270 for the three months ended
June 30,  1999  compared to $756 for the three  months  ended June 30,  1998,  a
decrease of $486 or 64.3%.  This  decrease is primarily due to a decrease in RPS
product sales and, to a lesser extent,  product sales for Collection systems and
the hardware parts and repair ("Systems Engineering") group.

Other Service Fees. Revenue from other service fees was $71 for the three months
ended June 30, 1999 compared to $271 for the three months ended June 30, 1998, a
decrease of $200 or 73.8%.  This  decrease was  primarily  due to decreased  RPS
installation sales.

COST OF REVENUE

The Company's cost of revenue  includes the cost of hardware  product sales, the
cost of  purchased  software,  amortization  of  software  development  cost and
distribution  costs.  The total  cost of revenue  was $473 for the three  months
ended June 30, 1999 compared to $865 for the three months ended June 30, 1998, a
decrease of $392 or 45.3%.  This yielded a gross profit  margin of 74.1% for the
three months ended June 30, 1999  compared to a gross profit margin of 65.2% for
the three months ended June 30, 1998.  The decrease in total cost of revenue was
primarily  associated  with a decrease in the revenue from product  sales.  This
decrease  was offset by  additional  costs to resolve RPS  third-party  software
issues for existing customers.

Product  Sales.  The cost of product sales was $225, or  approximately  83.3% of
product  sales,  for the three months ended June 30, 1999  compared to $634,  or
approximately  83.9% of product sales, for the three months ended June 30, 1998,
a decrease of $409 or 64.5%.  This  decrease was  primarily due to a decrease in
product sales revenue of 64.3% for the three months ended June 30, 1999 compared
to the three months ended June 30, 1998.

                                        8
<PAGE>
                        CPS SYSTEMS, INC. AND SUBSIDIARY

                                  JUNE 30, 1999


Software.   Cost  of  software  includes  purchased  software  as  well  as  the
amortization of capitalized software development costs. The cost of software was
$245 or approximately 49.9% of license fees, for the three months ended June 30,
1999 compared to $228,  or  approximately  56.7% of license fees,  for the three
months  ended June 30,  1998,  an increase  of $17 or 7.5%.  This  increase  was
primarily due to the increase in cost of RPS software installations. The Company
incurred  additional  costs to  resolve  RPS  third-party  software  issues  for
existing  customers.  Amortization of software  development cost was $41 for the
three  months  ended June 30, 1999 and $34 for the three  months  ended June 30,
1998.

Distribution.  The  cost  associated  with   distribution  were $3 for the three
months  ended June 30, 1999  compared to $3 for  the three months ended June 30,
1998.

OPERATING EXPENSES

The Company's operating expenses includes support and customer service,  selling
and  marketing,  research  and  development,  general  and  administrative,  and
amortization of intangible goodwill.

Support and Customer  Service.  Expenses related to support and customer service
were $1,085 for the three  months  ended June 30, 1999  compared to $988 for the
three  months  ended June 30, 1998,  an increase of $97 or 9.8%.  This  increase
resulted from an increase in salaries and hiring to enhance customer service.

Selling and Marketing.  The Company's  selling and marketing  expenses were $259
for the three months  ended June 30, 1999  compared to $567 for the three months
ended June 30,  1998,  a decrease of $308 or 54.3%.  This  decrease was due to a
decrease in the numbers of sales and marketing personnel and expenses related to
developing new markets.  In November  1998, the Company  decided to focus on its
core products and core markets in an effort to grow these areas.

Research and  Development.  Research and development  expenses were $355 for the
three  months  ended June 30, 1999  compared to $164 for the three  months ended
June 30,  1998,  an increase of $191 or 116.5%.  These  expenses  are  comprised
primarily  of  salaries  as  well as  amounts  paid to  outside  consultants  to
supplement  continuing product enhancement  efforts.  The increase resulted from
movement  of  personnel  from  the  capitalization   projects  to  research  and
development expensed assignments.

General and  Administrative.  General and administrative  expenses were $719 for
the three months ended June 30, 1999 compared to $309 for the three months ended
June 30, 1998, an increase of $410 or 132.7%. This increase was primarily due to
an increase in legal  expenses  related to claims  arising out of the  Company's
operations and the five  class-action  lawsuits filed against the Company during
the period from December 1998 through January 1999.

Amortization of Goodwill. The Company incurred a non-cash expense related to the
1994 acquisition of the Company by a private investor group of $70 for the three
months  ended June 30, 1999  compared to $70 for the three months ended June 30,
1998.

EARNINGS FROM OPERATIONS

Loss from operation was $1,132 or (61.9%) of revenue, for the three months ended
June 30,  1999,  compared to a loss from  operations  of $481 or (19.4%) for the
three months ended June 30, 1998.  This decrease in earnings from  operations of
$651 was  primarily  due to a decrease  of 26.3% in total  revenue for the three
months ended June 30, 1999  compared to the three months ended June 30, 1998 and
to an increase in  operating  expenses of 18.6% for the three  months ended June
30, 1999 compared to the three months ended June 30, 1998.

                                       9
<PAGE>
                        CPS SYSTEMS, INC. AND SUBSIDIARY

                                  JUNE 30, 1999

NON-OPERATING EXPENSES

Interest and Financing Costs. The Company's  interest expense and financing cost
was $113 for the three months ended June 30, 1999  compared to $88 for the three
months  ended June 30,  1998,  an increase of $25 or 28.4%.  This  increase  was
primarily attributed to interest expense accrued on the Tyler Loan for the three
months ended June 30, 1999.

Provisions for Income Taxes. The Company's  provision for income tax benefit was
$416 for the three  months  ended June 30,  1999  compared to $192 for the three
months ended June 30, 1998, an increase of $224. This increase was  attributable
primarily to decreased  earnings  from  operations.  The income tax provision is
higher than income taxes  determined by applying the applicable  statutory rates
primarily due to non-deductible  amortization of goodwill and non-deductible put
warrant adjustments.


COMPARISON OF SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998


REVENUE

The Company's  revenue includes revenue of license fees,  recurring  maintenance
and service fees,  product sales,  and other service fees.  The Company's  total
revenue was $3,731 for the six months ended June 30, 1999 compared to $4,680 for
the six months ended June 30, 1998, a decrease of $949 or 20.3%.  This  decrease
was due to a decrease in RPS  hardware,  software and  installation  sales.  The
decrease was partially offset by an increase in new Collection installations.

License  Fees.  The  Company's  revenue  from  license fees was $848 for the six
months June 30, 1999 compared to $600 for the six months ended June 30, 1998, an
increase of $248 or 41.3%.  The increase was primarily due to an increase in new
Collection  installations.  This  increase,  to a lesser  extent,  was partially
offset by a decrease in RPS third party license fee sales. The Company currently
has a backlog  of six  contracts  representing  approximately  $3,300 in initial
license fees.

Recurring  Maintenance  and Service Fees.  The Company's  revenue from recurring
fees was $2,008 for the six months  ended June 30,  1999  compared to $2,129 for
the six months ended June 30, 1998, a decrease of $121 or 5.7%. The decrease was
primarily  due to a decline in  hardware  maintenance  and to a lesser  extent a
decline  in City  software  maintenance.  The  hardware  maintenance  decline is
associated with hardware  manufacturers  offering  longer  extended  warranties,
declining  costs of hardware  and the  Company's  belief that some  customers no
longer view hardware  maintenance as a mission critical need for all components.
The decline of City maintenance  (approximately  $21) is due to the reduction of
City  contracts.   The  Company   currently  has  a  backlog  of  six  contracts
representing  approximately  $1,000  in  average  annual  recurring  maintenance
revenue.

Product Sales. Revenue from product sales was $655 for the six months ended June
30, 1999  compared to $1,399 for the six months  ended June 30, 1998, a decrease
of 744 or 53.2%.  This  decrease is  primarily  due to a decrease in RPS product
sales and to a lesser extent a decrease in Collection product sales.

Other Service Fees.  Revenue from other service fees was $220 for the six months
ended June 30, 1999  compared to $552 for the six months  ended June 30, 1998, a
decrease of $332 or 60.1%.  This  decrease was  primarily  due to decreased  RPS
installation sales.

                                       10
<PAGE>
                        CPS SYSTEMS, INC. AND SUBSIDIARY

                                  JUNE 30, 1999

COST OF REVENUE

The Company's cost of revenue  includes the cost of hardware  product sales, the
cost of  purchased  software,  amortization  of  software  development  cost and
distribution  costs.  The total  cost of  revenue  was $1,053 for the six months
ended June 30, 1999 compared to $1,515 for the six months ended June 30, 1998, a
decrease of $462 or 30.5%.  This yielded a gross profit  margin of 71.8% for the
six months ended June 30, 1999  compared to a gross  profit  margin of 67.7% for
the six months  ended  June 30,  1998.  This  decrease  in cost of  revenue  was
primarily  attributed to a decrease in product sales of 53.2% for the six months
ended June 30, 1999 compared to the six months ended June 30, 1998. The decrease
was  partially  offset by an increase in purchases  software  from 8.0% of total
revenue for the six months ended June 30, 1998 to 14.3% of total revenue for the
six months ended June 30, 1999.

Product  Sales.  The cost of product sales was $512, or  approximately  78.2% of
product  sales,  for the six months ended June 30, 1999  compared to $1,133,  or
approximately  81.0% of product sales, for the six months ended June 30, 1998, a
decrease of $621 or 54.8%.  This decrease was primarily due to costs  associated
with a decrease in sales of hardware for RPS and to a lesser extent Collection.

Purchased Software.  Cost of software includes purchased software as well as the
amortization of capitalized software development costs. The cost of software was
$533, or approximately  62.9% of license fees, for the six months ended June 30,
1999  compared to $375,  or  approximately  62.5% of license  fees,  for the six
months  ended June 30,  1998,  an increase of $158 or 42.1%.  This  increase was
primarily due to the increase in cost of RPS software installations. The Company
has incurred  additional  costs to correct RPS  third-party  software issues for
existing  customers.  Amortization of software  development cost was $71 for the
six months ended June 30, 1999 and $67 for the six months ended June 30, 1998.

Distribution.  The costs associated with distribution were $8 for the six months
ended June 30, 1999  compared to $7 for the six months ended June 30,  1998,  an
increase of $1 or 14.3%.

OPERATING EXPENSES

The Company's operating expenses includes support and customer service,  selling
and  marketing,  research  and  development,  general  and  administrative,  and
amortization of intangible goodwill & non-compete agreements.

Support and Customer  Service.  Expenses related to support and customer service
were $2,176 for the six months  ended June 30,  1999  compared to $1,922 for the
six month ended,  June 30,  1998,  an increase of $254 or 13.2%.  This  increase
resulted from an increase in salaries and hiring to enhance customer service.

Selling and Marketing.  The Company's  selling and marketing  expenses were $492
for the six months  ended June 30,  1999  compared  to $1,038 for the six months
ended June 30, 1998,  an decrease of $546 or 52.6%.  This  decrease was due to a
decrease in the numbers of sales and marketing personnel and expenses related to
developing new markets.  In November  1998, the Company  decided to focus on its
core products and core markets in an effort to grow these areas.

Research and  Development.  Research and development  expenses were $478 for the
six months  ended June 30, 1999  compared to $266 for the six months  ended June
30, 1998, an increase of $212 or 79.7%.  These expenses are comprised  primarily
of  salaries  as well as  amounts  paid to  outside  consultants  to  supplement
continuing product enhancement  efforts.  The increase resulted from movement of
personnel from the capitalization  projects to research and development expensed
assignments.

                                       11
<PAGE>
                        CPS SYSTEMS, INC. AND SUBSIDIARY

                                  JUNE 30, 1999

General and Administrative.  General and administrative expenses were $1,152 for
the six months  ended June 30, 1999  compared  to $768 for the six months  ended
June 30, 1998, an increase of $384 or 50.0%.  This increase was primarily due to
an increase in legal fees. To a lesser  extent the increase is  associated  with
increased  employee  benefits and travel and insurance  activity  created by the
IPO.

Amortization  of Goodwill and  Non-compete  Agreements.  The Company  incurred a
non-cash  expense  related to the 1994  acquisition  of the Company by a private
investor  group of $140 for the six months ended June 30, 1999  compared to $141
for the six months ended June 30, 1998, a decrease of approximately $1 or 0.7%.

EARNINGS FROM OPERATIONS

Earnings from operation was a loss of $1,760 or (47.2%) of revenue,  for the six
months ended June 30, 1999,  compared to a loss of $970,  or (20.7%) of revenue,
for the six  months  ended  June  30,  1998.  This  decrease  in  earnings  from
operations  of $790 was  primarily due to the decrease of sales in the RPS group
coupled  with  increased  cost to correct RPS  third-party  software  issues for
existing  customers.  To a lesser  extent the decrease is  attributed  to a 5.7%
decrease in recurring  maintenance  and service fees revenue and a 7.3% increase
in operating  expenses  for the six months ended June 30, 1999  compared to June
30, 1998.

NON-OPERATING EXPENSES

Interest and Financing Costs. The Company's  interest expense and financing cost
was $197 for the six months  ended June 30,  1999  compared  to $333 for the six
months  ended June 30,  1998,  an decrease of $136 or 40.8%.  This  increase was
primarily  attributed  to a put warrant  adjustment  of $131 made during the six
months ended June 30, 1998.

Income Tax Expense.  The Company's provision for income tax benefit was $633 for
the six months  ended June 30, 1999  compared  to $452 for the six months  ended
June 30, 1998, an increase of $181. This increase was attributable  primarily to
decreased  earnings  from  operations.  The income tax  provision is higher than
income taxes determined by applying the applicable statutory rates primarily due
to  non-deductible  amortization  of  goodwill  and  non-deductible  put warrant
adjustments.

LIQUIDITY AND CAPITAL RESOURCES

The Company's  cash  balances were $83 and $3,303 as of June 30, 1999,  and June
30, 1998, respectively. The Company's operating activities provided cash of $882
and used cash of $633  during  the six months  ended June 30,  1999 and June 30,
1998,  respectively.  The  Company's  source of cash during the six months ended
June 30, 1999 was primarily  attributable to a reduction in accounts  receivable
of $1,506 and an increase to accounts payable of $1,151. These increases to cash
were offset by a decrease to net income of $1,325 and to customer  deposits  and
unearned revenue of $648 and an increase in deferred income tax of $648.


The Company used cash of $2,118 and $1,404 for investing  activities  during the
six  months  ended  June 30,  1999 and June 30,  1998,  respectively.  Investing
activities  have  consisted  principally  of the  acquisition  of  property  and
equipment and capitalized  software development cost. The increase was primarily
attributable to increases in capitalized software development cost.

The Company's  financing  activities  provided cash of $1,023 for the six months
ended June 30, 1999 and $5,012 for the six months ended June 30, 1998.  On March
30, 1999, the Company executed the Merger Agreement with Tyler pursuant to which
the Company would merge with and into a wholly owned subsidiary of Tyler.  Also,
on March 30,

                                       12
<PAGE>
                        CPS SYSTEMS, INC. AND SUBSIDIARY

                                  JUNE 30, 1999

1999,  Tyler  loaned  $1,000 to the Company,  evidenced by a secured  promissory
note. On June 3, 1999, the Company  received notice from Tyler of termination of
the Merger Agreement.  The Company and Tyler are in active  negotiations to find
an alternative structure for the transaction. The Company is in violation of the
Tyler Loan for failure to make an interest payment of $25, due June 30, 1999.

On July 13, 1999,  the Company  received a loan of $147 from its Chairman of the
Board and C.E.O.,  Paul E. Kana.  Also,  on July 30,  1999  Sidney H.  Cordier a
member of the  Company's  Board of Directors  loaned the Company $40. Both loans
("Director  Loans"),  subordinate  to the  Hanifen  Loan and  Tyler  Loan,  were
evidenced by secured  promissory notes that have an interest rate of 2% over the
prime  rate.  Interest  payments  are due  September  30,  1999,  and the entire
principal with accrued interest is then due on December 31, 1999.

On December 31,  1999,  the current  portion,  $1,050,  of a $2,100  senior note
payable to Hanifen Imhoff  Mezzanine  Fund,  L.P. under the Hanifen Loan becomes
due. As of December 31, 1998, the Company was in violation of the note agreement
with Hanifen Imhoff Mezzanine Fund, L.P. The violation  pertains to the ratio of
cash flow to total contractual debt service. Hanifen Imhoff Mezzanine Fund, L.P.
has waived through September 30, 1999 compliance with this ratio. The Company is
in violation of the note  agreement  for failure to make an interest  payment of
$63, due June 30, 1999.

The Tyler Loan,  originally  due on  September  30, 1999,  has been  extended by
agreement of the parties  until  October 30, 1999.  The interest rate remains 2%
over the prime rate.  An interest  payment is still due June 30,  1999,  but the
entire  principal  balance and accrued interest is next due on October 30, 1999.
The  note is  secured  by a lien on the  Company's  assets,  subordinate  to the
Hanifen  Loan.  The Company  believes  that proceeds from the Tyler Loan and the
Director  Loans when  combined with its cash  balances and cash  generated  from
operations will satisfy the Company's working capital,  business development and
capital expenditure  requirements through August 31, 1999. At the time of filing
Form 10-QSB for the quarter  ended March 31, 1999 on May 14,  1999,  the Company
anticipated   timely  receipt  of  milestone  payments  under  certain  existing
contracts.  Payments  were  not  forthcoming,  resulting  in a  revision  of the
Company's  liquidity  estimate.  Moreover,  unexpected delays in development and
installation have resulted in deferral of certain revenue previously anticipated
to be  received in the second  quarter.  The  Company  expects to  complete  all
installations  on the backlog  contracts and receive payment therefor by the end
of the fiscal year. There can be no assurances,  however,  that the Company will
have sufficient  working  capital to satisfy all of the anticipated  needs after
August 31, 1999. Due to increased  costs,  delays in receivable  collections and
opportunities  for  growth  or  expansion, the  Company  believes  it will  have
insufficient  resources  to satisfy  all of its  obligations,  working  capital,
business development and capital expenditure  requirements after August 31, 1999
without  immediate  additional  sources of liquidity through equity offerings or
debt financing.

YEAR 2000 COMPLIANCE

There  is  significant  uncertainty  in the  software  industry  concerning  the
potential effects  associated with compliance with Year 2000 ("Y2K") date codes.
Potential effects include, but are not limited to, product compliance,  internal
systems  compliance,  impact upon the Company's  revenue,  and expenses  related
thereto.

Product  Compliance.  Most of the Company's  current products are Y2K compliant,
based upon results of successful tests on its software.  Those products that are
not presently Y2K compliant are presently under development. These products will
be made Y2K compliant  prior to December 31, 1999.  Therefore,  the Company does
not  anticipate  its products will be adversely  affected by date changes in the
Y2K. However, there

                                       13
<PAGE>
                       CPS SYSTEMS, INC. AND SUBSIDIARY

                                  JUNE 30, 1999

can be no  assurance  that  the  Company's  products  contain  all  features  or
functions  deemed  necessary by customers,  distributors,  resellers and systems
integrators to be Y2K  compliant.  While the Company  continuously  enhances its
software to ensure availability of desired features and functions,  there can be
no assurance  that such features and  functions  will be timely  available.  The
Company's products may also rely upon the products of other vendors that may not
be Y2K  compliant.  Such  reliance  may prevent  the  Company's  customers  from
achieving  all of the  Company's  desired  features and  functions.  The Company
anticipates  the  software  industry  will  generally  be  subject  to  material
litigation. Such claims against the Company, with or without merit, could have a
material  adverse  effect  on the  Company's  business,  operating  results  and
financial condition.

Internal Systems.  The Company has assessed the impact of Y2K issues with regard
to its  internal  reporting  systems  and  operations  and  determined  that the
remaining costs associated with addressing such issues will not be material. The
Company expects all of its internal systems to be Y2K compliant prior to January
1,  2000.  The  Company  is  contacting  its own key  suppliers  and  vendors to
ascertain  the extent to which their systems are Y2K compliant and the extent to
which the Company could be adversely  affected by the failure of such systems to
be Y2K  compliant.  Management  does not  believe  that  the  cost to bring  its
software  products and internal systems into Y2K compliance will have a material
adverse  effect on the Company's  results of operations or financial  condition.
However,  a failure to fully  identify  all Y2K  dependencies  in the  Company's
systems or in the systems of its suppliers,  vendors, and financial institutions
could have material  adverse effect upon the Company,  including but not limited
to operating results,  financial condition and delays in the delivery or sale of
products. The Company believes that the likelihood of a disruption in operations
related to Y2K issues is remote.

Impact on Revenue.  The Company believes the purchasing patterns of existing and
potential  customers may be affected by Y2K issues. Many companies are expending
substantial  resources  to repair,  in some  cases  temporarily,  their  current
software  systems  for Y2K  compliance.  These  expenditures  may  result  in an
increase  in  demand  for  the  Company's  products.  However,  there  can be no
assurance that such increase in demand will be realized or that any increase can
be sustained beyond the end of the current fiscal year. Consequently, changes in
purchasing  patterns  could have a material  adverse  effect upon the  Company's
business, operating results and financial condition.

Expenses  Related to Y2K  Compliance.  The Company has not incurred  significant
expense in becoming Y2K  compliant.  Future costs related to Y2K  compliance are
not  expected  to have a  material  adverse  effect on the  Company's  operating
results or financial condition.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is presently  involved in material  litigation.  Five law suits, now
consolidated  into a single  proceeding,  have been filed against the Company in
United  States  District  Court for the  Northern  District of Texas  during the
period from December 1998 through January 1999. The plaintiffs are seeking class
certification  and  recovery  for,  among other  things,  violations  of federal
securities  laws associated  with the Company's  registration  statement and its
Form 10-Qs for the first and second  quarter of 1998.  These lawsuits were filed
following the Company's  November 4, 1998 press release  announcing  that it was
restating  its  first and  second  quarter  revenues  for 1998 in light of AICPA
Statement of Position 97-2, for software revenue recognition  requirements.  The
Company has filed a motion for  dismissal in each suit.  The motion is presently
pending. The Company intends to vigorously defend the lawsuits.

                                       14
<PAGE>
                        CPS SYSTEMS, INC. AND SUBSIDIARY

                                  JUNE 30, 1999

The  Company is also a  defendant  in  Continental  Pacific  Corporation  v. CPS
Systems Inc., et al., pending in the Circuit Court for Lee County, Florida. This
suit,  instituted  February  1998,  alleges that three  former  employees of the
plaintiff   joined  the   employment  of  the  Company  in  violation  of  their
non-competition  agreement,  and seeks  injunctive  and monetary  relief for the
defendants'  breaches  of the  irrespective  employment  agreements  and for the
Company's role in soliciting their employment. The three former employees of the
plaintiff  left the  plaintiff  and sought  other  employment  due to  financial
difficulties facing the plaintiff,  which caused it to discontinue paying salary
and employment  benefits to the three individual  defendants.  Accordingly,  the
defendants contend that the non-competition  agreements at issue in the case are
unenforceable. In a preliminary injunction hearing held in the case, the Company
and the  individual  defendants  prevailed.  The Court  refused  to  enjoin  the
individual  defendants  from  continuing  to work for the  Company.  The case is
presently in  discovery,  and several key  witnesses  remain to be deposed.  The
Company and the individual  defendants have filed a motion for summary  judgment
asking the Court to dismiss the case based on the lack of a  genuinely  disputed
issue of material fact that remains for trial.  Although the motion is presently
pending,  the Company and the defendants do not expect a ruling until  discovery
in the case has been completed.

The  Company  is a third  party  defendant  in  Civitas  Bank v.  Smith v.  CPS,
instituted June 1999, in which the finance company alleges that Okaloosa County,
Florida  breached  its  obligations  thereto  under the  terms of its  financing
agreement  for the purchase of CPS  software.  Okaloosa  County,  contending  it
failed to comply  with the  terms of its  agreement  because  CPS  breached  its
purchase  agreement with the County,  filed a third party complaint  against the
Company.  The Company's  answer is due in September  1999 and it intends to deny
contractual liability and defend itself vigorously.

From time to time,  the  Company is  involved  in other  litigation  relating to
claims arising out of its operations in the normal course of business. Except as
set  forth  above,  the  Company  is not a party to any legal  proceedings,  the
adverse  outcome  of  which,  individually  or in the  aggregate,  would  have a
material  adverse  effect on the  Company's  results of  operations or financial
position.

The Company has also been  notified by Peoria  County,  Illinois of the County's
termination of the contract  between the Company and the county and the county's
intention  to  recover  the  customer  deposit  of  $340,000.   The  outstanding
receivable is not recognized as current income but is instead booked to deferred
revenue. The Company has reviewed the notice and the contract and determined the
county's termination was not warranted.


ITEM 2.  CHANGES IN SECURITIES

The Company  has  established  an equity  participation  plan (the "1997  Equity
Participation  Plan")  to  enable  executive  officers,   other  key  employees,
independent  directors and consultants of CPS to participate in the ownership of
the  Company.  The 1997  Equity  Participation  Plan  provides  for the award to
executive officers,  other key employees,  independent directors and consultants
of the Company of a broad variety of stock-based compensation  alternatives such
as nonqualified  stock options,  incentive stock options,  restricted  stock and
performance awards and provides for the grant to executive  officers,  other key
employees,  independent directors and consultants of nonqualified stock options.
Awards under the 1997 Equity  Participation  Plan may provide  participants with
rights to acquire  shares of common stock.  A total of 600,000  shares of Common
Stock are reserved for issuance pursuant to the 1997 Equity  Participation Plan,
of which  options  to  purchase  527,100  shares  have been  granted  to certain
directors,  officers and  employees as of June 30,  1999.  Options  shall become
exercisable in three cumulative equal installments.  The first installment shall
become  exercisable on the first anniversary of the date the option was granted.
Neither these options, nor the underlying securities, have been registered under
the Securities Act of 1933, as amended (the "Securities Act").

                                       15
<PAGE>
                        CPS SYSTEMS, INC. AND SUBSIDIARY

                                  JUNE 30, 1999

The Company has also established the CPS Systems,  Inc.  Employee Stock Purchase
Plan (the "Employee Stock Purchase Plan") to assist  employees of the Company in
acquiring a stock  ownership  interest in CPS and to encourage them to remain in
the  employment  of the  Company.  The  Employee  Stock  Purchase  Plan  permits
employees to purchase  shares of Common Stock  through  payroll  deductions at a
price equal to 85% of fair  market  value.  A total of 100,000  shares of Common
Stock are reserved for issuance  pursuant to the Employee Stock Purchase Plan. A
total of 100,000  shares of Common Stock are  reserved for issuance  pursuant to
the  Employee  Stock  Purchase  Plan.  For the three months ended June 30, 1999,
employees have  purchased  10,674 shares.  Shares  purchased  under the Employee
Stock Purchase Plan are restricted for one year from the date of purchase. These
shares have not been registered under the Securities Act.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

As of December 31, 1998, the Company was in violation of the note agreement with
Hanifen Imhoff Mezzanine Fund, L.P.  relating to the Hanifen Loan. The violation
pertains to the ratio of cash flow to total  contractual  debt service.  Hanifen
Imhoff Mezzanine Fund, L.P has waived through September 30, 1999 compliance with
this  ratio.  As of June 30,  1999,  the Company  was in  violation  of the note
agreement with Hanifen Imhoff Mezzanine Fund, L.P.  relating to the Hanifen Loan
and the secured  promissory  note with Tyler  relating  to the Tyler  Loan.  The
violations pertain to non-payment of interest due June 30, 1999.


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

None

ITEM 5.  OTHER INFORMATION

The Company's  common stock is listed on the American  Stock  Exchange under the
symbol "SYS". Trading in the stock began on March 25, 1998.

On June 14, 1999, R. Harris  Turner  resigned from the Board of Directors of the
Company,  for personal reasons which would limit the time necessary to devote to
the Company.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

Exhibit 27.1               Financial Data Schedule


(c) No reports on Form 8-K were filed by CPS  SYSTEMS,  INC.  during the quarter
ended June 30, 1999.

                                       16
<PAGE>
                        CPS SYSTEMS, INC. AND SUBSIDIARY

                                  JUNE 30, 1999

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


Date:  August 16, 1999

                                /s/ PAUL E. KANA
                                -----------------------------------------------
                                Paul E. Kana
                                CHAIRMAN OF THE BOARD OF DIRECTORS,
                                CHIEF EXECUTIVE OFFICER
                                AND DIRECTOR (PRINCIPAL EXECUTIVE OFFICER)


                                   /s/ KEVIN L. FIGGE
                                -----------------------------------------------
                                Kevin L. Figge
                                VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                                (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

                                       17