FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


(Mark One)

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

                  For the quarterly period ended June 30, 1997

                                       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 number 0-10966

                       NATIONAL TRANSACTION NETWORK, INC.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                      No. 75-1535237
  -----------------------------                        --------------------
  (State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                     Identification Number)


                     117 Flanders Road
                 Westborough, Massachusetts                 01581
                ----------------------------               -------
          (Address of principal executive offices)        (Zip Code)

                                 (508) 870-3200
                               ------------------
              (Registrant's telephone number, including area code)


        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: Common Stock, $.15
par value per share, outstanding as of August 11, 1997: 3,248,606 shares.



                       NATIONAL TRANSACTION NETWORK, INC.



                                                                            PAGE
                                                                            ----
PART I  FINANCIAL INFORMATION

        Item 1  Financial Statements

                Balance Sheets
                        June 30, 1997 and December 31, 1996                   3

                Statements of Operations
                        Three months ended June 30, 1997 and 1996             5
                        Six months ended June 30, 1997 and 1996               6

                Statements of Cash Flows
                        Six months ended June 30, 1997 and 1996               7

                Notes to Financial Statements                                 8

        Item 2  Management's Discussion and Analysis of Financial
                        Condition and Results of Operations                   10


PART II OTHER INFORMATION                                                     13


SIGNATURES                                                                    15
        

                                       2







                             PART I - FINANCIAL STATEMENTS


ITEM I. FINANCIAL STATEMENTS
----------------------------

                       NATIONAL TRANSACTION NETWORK, INC.
                                 BALANCE SHEETS


                                     ASSETS
                                  -------------

                                                 (Unaudited)    
                                                   June 30,        December 31,
                                                     1997              1996
                                               -------------     ---------------

CURRENT ASSETS:
   Cash and equivalents                            $49,735            $266,045  
   Accounts receivable
   (Net of allowance for doubtful accounts
    of $100,000 at June 30, 1997
    and December 31, 1996)                         610,082           1,406,113  
   Accounts receivable-stockholder                  14,079                   0  
   Inventory                                       160,525             233,590  
   Prepaid expenses                                 39,391              36,394  
                                               -------------     ---------------
     TOTAL CURRENT ASSETS                          873,812           1,942,142
                                               -------------     ---------------

PROPERTY AND EQUIPMENT                             921,853             785,051
   Less accumulated depreciation
    and amortization                              (641,225)           (578,032)
                                               -------------     ---------------
     PROPERTY AND
     EQUIPMENT - NET                               280,628             207,019
                                               -------------     ---------------
OTHER ASSETS:
     Deposits                                       14,663              11,931
     Capitalized software costs                     15,248                   0
                                               -------------     ---------------
                    TOTAL                       $1,184,351          $2,161,092
                                               -------------     ---------------
                                               -------------     ---------------


See Notes to Financial Statements.

                                       3








                       NATIONAL TRANSACTION NETWORK, INC.
                                 BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                    ----------------------------------------

                                              (Unaudited)
                                                June 30,           December 31,
                                                  1997                 1996
                                              -------------      ---------------

CURRENT LIABILITIES:
   Accounts payable                               $230,418          $497,569    
   Accounts payable-stockholder                     10,813            95,287    
   Accrued liabilities                             200,048           348,786    
   Deferred revenue                                390,506           561,982    
   Short term portion of capital lease              29,241             9,224    
                                              -------------      ---------------
     TOTAL CURRENT LIABILITIES                     861,026         1,512,848
                                              -------------      ---------------

LONG TERM LIABILITIES:
   Long term portion of capital lease               55,425            12,053    
   Deferred revenue                                  8,214             1,941    
                                              -------------      ---------------
     TOTAL LONG TERM LIABILITIES                    63,639            13,994
                                              -------------      ---------------
STOCKHOLDERS' EQUITY:
   Preferred stock, $.10 par value;
    authorized, 5,000,000 shares;
    none outstanding
   Common stock,  $.15 par value;  
    authorized,  20,000,000  shares;
    issued and outstanding, 3,248,606 
    shares at June 30, 1997 and
    December 31, 1996                              487,291           487,291    
   Additional paid-in capital                   12,589,255        12,589,255    
   Accumulated deficit                         (12,816,860)      (12,442,296)   
                                              -------------      ---------------
     TOTAL STOCKHOLDERS'
        EQUITY                                     259,686           634,250
                                              -------------      ---------------
                  TOTAL                         $1,184,351        $2,161,092
                                              -------------      ---------------
                                              -------------      ---------------

See Notes to Financial Statements.

                                       4







                       NATIONAL TRANSACTION NETWORK, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




                                                 Three Months Ended
                                                      June 30,
                                        -------------  -----  ---------------
                                             1997                  1996
                                        -------------         ---------------
REVENUE:
   Systems and equipment                   $388,075              $534,635
   Software and services                    552,338               624,574
                                        -------------         ---------------
     Total                                  940,413             1,159,209
                                        -------------         ---------------
COST AND EXPENSES:
   Cost of revenue                          474,898               487,942
   Sales and marketing                      236,946               292,457
   Research and development                 272,900               236,019
   General and administrative               187,069               200,168
                                        -------------         ---------------
     Total                                1,171,813             1,216,586
                                        -------------         ---------------
LOSS FROM OPERATIONS                       (231,400)              (57,377)
                                        -------------         ---------------
OTHER INCOME (EXPENSE):
   Interest income                               32                 6,052
   Interest expense                          (4,595)                    0
                                        -------------         ---------------
     Total                                   (4,563)                6,052
                                        -------------         ---------------
       NET LOSS                           ($235,963)             ($51,325)
                                        -------------         ---------------
                                        -------------         ---------------

NET LOSS PER COMMON SHARE                    ($0.07)               ($0.02)
                                        -------------         ---------------
                                        -------------         ---------------

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                3,248,606             3,248,606
                                        -------------         ---------------
                                        -------------         ---------------

See Notes to Financial Statements.

                                       5









                       NATIONAL TRANSACTION NETWORK, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




                                                 Six Months Ended
                                                      June 30,
                                        -------------  -----  ---------------
                                             1997                  1996
                                        -------------         ---------------
REVENUE:
   Systems and equipment                   $964,341            $1,388,193
   Software and services                  1,198,225             1,139,138
                                        -------------         ---------------
     Total                                2,162,566             2,527,331
                                        -------------         ---------------
COST AND EXPENSES:
   Cost of revenue                        1,086,479             1,208,136
   Sales and marketing                      498,943               568,941
   Research and development                 520,883               480,641
   General and administrative               428,009               406,186
                                        -------------         ---------------
     Total                                2,534,314             2,663,904
                                        -------------         ---------------
LOSS FROM OPERATIONS                       (371,748)             (136,573)
                                        -------------         ---------------
OTHER INCOME (EXPENSE):
   Interest income                            1,779                 9,162
   Interest expense                          (4,595)                    0
                                        -------------         ---------------
     Total                                   (2,816)                9,162
                                        -------------         ---------------
       NET LOSS                           ($374,564)            ($127,411)
                                        -------------         ---------------

NET LOSS  PER COMMON SHARE                   ($0.12)               ($0.04)
                                        -------------         ---------------

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                3,248,606             3,248,606
                                        -------------         ---------------
                                        -------------         ---------------


See Notes to Financial Statements.

                                       6







<TABLE>
<CAPTION>
                       NATIONAL TRANSACTION NETWORK, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                       Six Months Ended
                                                                           June 30,
                                                             -------------         ---------------
                                                                 1997                   1996
                                                             -------------         ---------------
<S>                                                          <C>                   <C>
Cash Flows From Operating Activities:
Net loss                                                       ($374,564)             ($127,411)
                                                             -------------         ---------------
Adjustments to  reconcile  net loss to net cash  
 provided by (used for) operating activities:
Depreciation and amortization                                     63,193                 52,736
Increase (decrease) in cash from:
   Accounts receivable                                           796,031                487,737
   Accounts receivable-stockholder                               (14,079)                     0
   Inventory                                                      73,065                (50,182)
   Prepaid expenses                                               (2,997)               (26,469)
   Deposits                                                       (2,732)                (1,280)
   Accounts payable-stockholder                                  (84,474)                     0
   Accounts payable and accrued
     liabilities                                                (415,889)              (312,986)
   Deferred revenue                                             (165,203)               316,906
                                                             -------------         ---------------
Total adjustments                                                246,915                466,462
                                                             -------------         ---------------
Net cash provided by (used for) operating activities            (127,649)               339,051
                                                             -------------         ---------------
Cash Flows From Investing Activities:
   Purchases of property and equipment                           (73,413)               (52,800)
   Capitalization of software development costs                  (15,248)                     0
                                                             -------------         ---------------
Net cash used for investing activities                           (88,661)               (52,800)
                                                             -------------         ---------------
Cash Flows From Financing Activities:
   Proceeds from bank line of credit                             100,000                      0
   Repayment of bank line of credit                             (100,000)                     0
                                                             -------------         ---------------
Net cash provided by (used for) financing
   activities                                                          0                      0
                                                             -------------         ---------------
Net increase (decrease) in cash and
   equivalents                                                  (216,310)               286,251

Cash and Equivalents, Beginning of Period                        266,045                407,257
                                                             -------------         ---------------
Cash and Equivalents, End of Period                              $49,735               $693,508
                                                             -------------         ---------------
                                                             -------------         ---------------
Non-Cash Transactions:
     Capital lease additions                                     $63,389                     $0
                                                             -------------         ---------------
                                                             -------------         ---------------
</TABLE>

See Notes to Financial Statements.

                                       7





                       NATIONAL TRANSACTION NETWORK, INC.
                          NOTES TO FINANCIAL STATEMENTS


1.     The accompanying financial statements and notes do not include all of the
       disclosures  made in the Company's  Form 10-K for the year ended December
       31, 1996 which should be read in conjunction  with these  statements.  In
       the  opinion of the  Company,  the  statements  include  all  adjustments
       necessary for a fair presentation of the quarterly results.

2.     The results of  operations  for the six month  period ended June 30, 1997
       are not necessarily indicative of the results to be expected for the full
       year.

3.     On  September  13,  1996,  International  Verifact  Inc.  (IVI)  acquired
       beneficial  ownership  of  approximately  84% of the  outstanding  common
       stock,  $.15 par  value,  of the  Company in a private  transaction.  IVI
       acquired  such  shares  in  exchange  for IVI  common  shares  having  an
       aggregated market value of approximately $1,254,000.

4.     Net loss per  common  share is  computed  based on the  weighted  average
       number of common shares outstanding during each quarter.  Shares issuable
       upon  exercise of  outstanding  stock options have been excluded from the
       computations since their effect would be antidilutive.

       In February  1997,  the Financial  Accounting  Standards  Board  released
       Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
       Share," which the Company will adopt in the fourth  quarter of 1997.  Had
       SFAS No. 128 been effective for the quarter and six months ended June 30,
       1997 and June 30,  1996,  basic and diluted net loss per share under SFAS
       No.  128 would  have been the same as the  reported  net loss per  common
       share.

5.     In March 1997,  the Company  renewed its working  capital  line of credit
       with its bank through January 4, 1998. Maximum available borrowings under
       the line are the  lesser  of  $750,000  or  certain  levels  of  eligible
       accounts  receivable  and are subject to monthly and quarterly  financial
       performance covenants. Borrowings bear interest at a rate per annum equal
       to the bank's prime rate plus 1.5%, are secured by the Company's  assets,
       and are  guaranteed  by IVI. At June 30, 1997,  there were no  borrowings
       outstanding  under the  credit  line.  Borrowing  availability  under the
       credit line was $365,576 at June 30, 1997.


                                      -8-








6.     The Company  accounts for Research and  Development  costs in  accordance
       with  Statement  of  Financial   Accounting   Standards  (SFAS)  No.  86,
       "Accounting  for the Costs of Computer  Software to be Sold,  Leased,  or
       Otherwise  Marketed."  It is the  Company's  policy to  capitalize  costs
       relating  to  the   development   of  its  products  once   technological
       feasibility has been achieved until such time when products are available
       for general  release to customers,  provided that the  recoverability  of
       such costs is  reasonably  assured  through  expected  sales revenue less
       related  selling  expenses.  Upon  availability  of products  for general
       release to  customers,  all  related  capitalized  development  costs are
       amortized  over  a  suitable  period  based  on the  products'  estimated
       economic life. For the quarter ended June 30, 1997,  capitalized software
       development costs amounted to $15,248.

7.     At the Company's  annual meeting of  stockholders  held on June 10, 1997,
       the  stockholders  approved an increase in the number of shares of common
       stock,  par value $.15,  authorized for issuance from 6,666,667 shares to
       20,000,000 shares.


                                       -9-






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

RESULTS OF OPERATIONS

        Revenue  for the  quarter  ended  June 30,  1997  decreased  by 18.9% to
$940,413 compared to $1,159,209 for the quarter ended June 30, 1996. For the six
months ended June 30, 1997, revenue decreased by 14.4% to $2,162,566 compared to
$2,527,331 for the six months ended June 30, 1996. The decreases in revenue were
primarily due to delays,  resulting from resource constraints,  in the Company's
ability  to  develop  and  deliver  payment  system  products  to  meet  the new
technology  demands  of  its  customers  and  prospects.  IVI's  acquisition  of
approximately  84% of the Company's  outstanding  common stock in September 1996
has made  available  the  additional  resources  of IVI needed by the Company to
begin development of such products.

        Gross   margins  as  a  percent   of  revenue   were  49.5%  and  49.8%,
respectively,  for the  quarter and six months  ended June 30, 1997  compared to
57.9% and 52.2%,  respectively,  for the quarter  and six months  ended June 30,
1996. The decreases in gross margin  percentages were primarily due to increases
in compensation and fringe benefit expenses and occupancy  expense  allocations,
resulting  from  the  assignment  of  certain  personnel  and  related  expenses
previously  assigned  to sales and  marketing  expenses  in the  quarter and six
months  ended June 30, 1996 to costs of goods sold in the quarter and six months
ended June 30, 1997. The resulting  decreases in gross margin  percentages  were
partially offset by a shift in mix between hardware,  software, and professional
services  revenue.  Higher margin  software and  professional  services  revenue
accounted for approximately 59% and 55%, respectively,  of total revenue for the
quarter and six months  ended June 30, 1997  compared to  approximately  54% and
45%, respectively, for the quarter and six months ended June 30, 1996.

        Sales and marketing  expenses in the second quarter of 1997 decreased by
19.0% to $236,946  compared to $292,457 in the second  quarter of 1996.  For the
six months ended June 30, 1997, sales and marketing  expenses decreased by 12.3%
to $498,943  compared to $568,941  for the six months  ended June 30,  1996.  As
noted  above,  a change in the  assignment  of  certain  personnel  and  related
expenses, previously assigned to sales and marketing expenses in the quarter and
six months  ended June 30,  1996 to costs of goods sold in the  quarter  and six
months ended June 30, 1997, was primarily responsible for the decreases in sales
and marketing expenses.  Additionally,  decreases in sales commission  expenses,
due to the decreases in revenues, also contributed to the decreases in sales and
marketing  expenses for the quarter and six months ended June 30, 1997  compared
to the quarter and six months ended June 30, 1996.


                                      -10-






        Research and development expenses increased by 15.6% to $272,900 for the
quarter  ended June 30, 1997 compared to $236,019 for the quarter ended June 30,
1996. For the six months ended June 30, 1997, research and development  expenses
increased by 8.4% to $520,883 compared to $480,641 for the six months ended June
30, 1996.  Increases in outside  consulting  expenses due to the  utilization of
contract programmers and recruiting expenses related to the hiring of additional
research and development  staff were primarily  responsible for the increases in
research and development  expenses for the quarter and six months ended June 30,
1997  compared to the quarter and six months ended June 30, 1996.  The increases
were partially  offset by the  capitalization  of certain  software  development
costs in the  quarter  ended June 30,  1997  totaling  approximately  $15,000 in
accordance with Statement of Financial  Accounting Standards No. 86, "Accounting
for the Costs of Computer  Software to be Sold,  Leased or Otherwise  Marketed."
For the quarter and six months ended June 30,  1996,  there were no research and
development expenses incurred that required capitalization.

        General and  administrative  expenses  decreased by 6.5% to $187,069 for
the quarter  ended June 30, 1997 compared to $200,168 for the quarter ended June
30, 1996.  For the six months ended June 30,  1997,  general and  administrative
expenses  increased by 5.4% to $428,009  compared to $406,186 for the six months
ended June 30,  1996.  For both the quarter and six months  ended June  30,1997,
increases in compensation, fringe benefit, and travel and entertainment expenses
resulted due to certain management personnel changes made immediately  following
the  acquisition in September 1996 of  approximately 84% of the Company's common
stock by IVI.  In  addition,  increases  in outside  services  expense  resulted
primarily from the  utilization of an outside  consultant  assisting the Company
with  business  expansion  initiatives.  In the quarter  ended June 30,  1997, a
change in the estimated accrual for management relocation, which was established
at the end of 1996,  resulted in a net  decrease  in general and  administrative
expenses compared to the quarter ended June 30, 1996.

        Decreases  in interest  income for the quarter and six months ended June
30, 1997  compared to the quarter and six months ended June 30, 1996 were due to
decreases in the amount of funds available for investment.  Interest expense for
the quarter and six months ended June 30, 1997 was incurred on capitalized lease
obligations.

LIQUIDITY AND CAPITAL RESOURCES

        Cash  balances  at June 30,  1997 were  $49,735  compared to $266,045 at
December 31, 1996.  Net cash used for operating  activities was $127,649 for the
six months ended June 30,  1997.  The net loss for the six months ended June 30,
1997, coupled with decreases in accounts payable,  accrued expenses and deferred
revenue and offset by a decrease in


                                      -11-





accounts receivable,  primarily accounted for the cash used by operations during
the period. Net cash used in investing  activities for the six months ended June
30,  1997  totaled  $88,661  and  represented  capital  equipment  expenditures,
principally for computer and office equipment, and the capitalization of certain
software development expenses.

        In March 1997,  the Company  renewed its working  capital line of credit
with its bank through January 4, 1998.  Maximum  available  borrowings under the
line  are the  lesser  of  $750,000  or  certain  levels  of  eligible  accounts
receivable  and are  subject  to monthly  and  quarterly  financial  performance
covenants.  Borrowings  bear  interest  at a rate per annum  equal to the bank's
prime rate plus 1.5%, are secured by the Company's assets, and are guaranteed by
IVI. At June 30, 1997,  there were no  borrowings  outstanding  under the credit
line.  Borrowing  availability  under the credit  line was  $365,576 at June 30,
1997.

        Management  believes  that sources of liquidity  for future needs can be
generated from existing cash  balances,  cash  generated  from  operations,  and
borrowings available to the Company under its bank-financed working capital line
of credit.  In addition,  the Company is  currently  negotiating  a  Convertible
Subordinated  Note  Purchase  Agreement  (the Note  Agreement)  with IVI.  It is
anticipated  that the Note  Agreement  will be signed by the parties in the next
fiscal  quarter  and will  provide  for the Company to issue and sell notes (the
Notes)  from time to time to IVI in the  aggregate  amount of up to  $1,000,000.
While the Note  Agreement is not yet in final form, it is currently  anticipated
that  the  Notes,  when  issued,  shall  (i)  have a five  year  term,  (ii)  be
subordinate to the  bank-financed  working capital line of credit and secured by
the assets of the Company,  (iii) be subject to certain  registration  rights in
the event that the Company  determines to register  additional  shares of common
stock, par value $.15 (the Common Stock),  under the Securities Act, and (iv) be
convertible  at the option of IVI at any time and from time to time into  shares
of the Company's Common Stock. The conversion price shall be the price per share
determined  by mutual  agreement of the  parties,  but shall be equal to no less
than the fair market value as determined in the Note Agreement.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT

        In February  1997,  the Financial  Accounting  Standards  Board released
Statement  of  Financial  Accounting  Standards  (SFAS) No. 128,  "Earnings  per
Share," which the Company will adopt in the fourth quarter of 1997. Had SFAS No.
128 been  effective  for the quarter and six months ended June 30, 1997 and June
30,  1996,  basic and  diluted  net loss per share under SFAS No. 128 would have
been the same as the reported net loss per common share.



                                      -12-






PART II - OTHER INFORMATION

Item 1. Legal Proceedings.
        ------------------

        The Company has no material legal proceedings at this time.

Item 2. Changes in Securities.
        ----------------------

        Not applicable.

Item 3. Defaults upon Senior Securities.
        --------------------------------

        Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.
        ----------------------------------------------------

        (a)     The Company held its annual meeting of  stockholders on June 10,
                1997. The number of shares issued,  outstanding  and eligible to
                vote as of the record date of April 11, 1997 was 3,248,606.  For
                quorum,   2,883,759   shares  of  the  eligible   voting  shares
                tabulated.

        (b)     The following  directors were elected at and continued in office
                after  the  meeting:  L.  Barry  Thomson,   Kenneth  M.  Kubler,
                Christopher F. Schellhorn, and George C. Whitton.

        (c)     The following  matters were voted on at the annual  stockholders
                meeting:

                1. To fix the  number  of  Directors  at four (4) and to elect a
                   Board of Directors for the ensuing year.

                        Director                      Number of Shares
                        --------                      ----------------
                                                                       Withhold
                                                  For                 Authority
                                                  ---                 ---------

                   L. Barry Thomson            2,881,614                2,145
                   Kenneth M. Kubler           2,881,614                2,145
                   Christopher F. Schellhorn   2,881,614                2,145
                   George C. Whitton           2,881,614                2,145


                                       -13-







                2. To ratify an amendment to the Company's Restated  Certificate
                   of  Incorporation  increasing the numbers of shares of common
                   stock, par value $.15, authorized for issuance from 6,666,667
                   shares to 20,000,000 shares.

                                                     Number of Shares
                                                     ----------------

                        For                            2,880,666
                        Against                            2,983
                        Abstain                              110

                3. To ratify the  selection of the firm of Deloitte & Touche LLP
                   as  auditors  of the  Company  for  the  fiscal  year  ending
                   December 31, 1997.

                                                     Number of Shares
                                                     ----------------

                        For                            2,883,707
                        Against                               22
                        Abstain                               30


        (d)  Not applicable.

Item 5. Other Information.
        ------------------

        Not applicable.

Item 6. Exhibits and Reports on Form 8-K.
        ---------------------------------

        (a) Exhibits.

            None.

        (b) Reports on Form 8-K.

            None.
        

                                      -14-






                                   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.



                                 NATIONAL TRANSACTION NETWORK, INC.





DATE:  August 11, 1997           By: /s/  L. Barry Thomson
                                     ---------------------
                                     L. Barry Thomson, Chief Executive
                                     Officer, President and Chairman of the
                                     Board (Principal Executive Officer)
     





DATE:  August 11, 1997           By: /s/  Milton A. Alpern
                                     ---------------------
                                     Milton A. Alpern, Vice President of Finance
                                     and Administration (Principal Financial and
                                     Accounting Officer)


                                      -15-