U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

FORM 10-QSB

Quarterly Report Under Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

For the Quarterly Period JUNE 30, 2002
                           Commission File No. 0-19963

TMP INLAND EMPIRE II, LTD.
                        A CALIFORNIA LIMITED PARTNERSHIP
          (Name of small business issuer as specified in its charter)

CALIFORNIA           
             
             
             
             
             
             
             
             
         33-0311624
(State or other jurisdiction        
             
             
             
             
             
             
          
      (I.R.S.  Employer Identification No.) of
incorporation or organization)

801 North Parkcenter Drive, Suite 235
                           Santa Ana, California 92705
         (Address of principal executive offices, including Zip Code)

(714) 836-5503
                (Issuer's telephone number, including area code)

Check whether the issuer
[1] filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and [2] has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Transitional Small Business Disclosure Format: ____Yes__X__No

PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

The following Financial Statements are filed as a part of this form 10-QSB:

| | Balance
Sheets as of June 30, 2002 and December 31, 2001, Statements of Operations for
the three and six months ended June 30, 2002 and 2001, and Statements of Cash
Flows for the six months ended June 30, 2002 and 2001.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
interim financial statements presented have been prepared by the Partnership
without audit and, in the opinion of the management, reflect all adjustments of
a normal recurring nature necessary for a fair statement of (a) the results of
operations for the three and six months ended June 30, 2002 and 2001, (b) the
financial position at June 30, 2002 and (c) the cash flows for the six months
ended June 30, 2002 and 2001. Interim results are not necessarily indicative of
results for a full year.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
balance sheet presented as of December 31, 2001 has been derived from the
financial statements that have been audited by the Partnerships
independent public accountants. The financial statements and notes are condensed
as permitted by Form 10-QSB and do not contain certain information included in
the annual financial statements and notes of the Partnership. The financial
statements and notes included herein should be read in conjunction with the
financial statements and notes included in the Partnerships Form 10-KSB.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2

`TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                                 Balance Sheets

                                                  June 30,         December 31,
                                                   2002                2001
                                                (unaudited)         (audited)
                                                -----------        ------------
                                     Assets

Cash                                         $       40,313      $      88,801
Prepaid Expenses                                          0              2,096
Investment In Unimproved Land, net (Note 1)       1,144,113          1,115,481
                                             --------------      -------------

   Total Assets                              $    1,184,426      $   1,206,378


                        Liabilities and Partners' Capital

Accounts Payable                             $        2,735      $      11,297
Due to Affiliates (Note 5 and 6)                      4,594              4,612
Commission Payable to Affiliate (Note 6)             90,000             90,000
Note Payable (Note 7)                               400,000            400,000
Franchise Tax Payable                                   800                800
                                             --------------      -------------

             Total Liabilities                      498,129            506,709
                                             --------------      -------------

General Partners                                    (57,720)           (57,586)
Limited Partners; 7,250 Equity Units
  Authorized and Outstanding                        744,017            757,255
                                             --------------      -------------

             Total Partners' Capital                686,297            699,669
                                             --------------      -------------

Total Liabilities and Partners' Capital      $    1,184,426      $   1,206,378
                                             ==============      =============












                 See Accompanying Notes to Financial Statements`

3

`TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Operations
                                   (Unaudited)


                                                      Three Months Ended
                                               June 30,             June 30,
                                                 2002                2001
                                              --------              --------

Income
     Interest                                $           56      $       1,372
                                             --------------      -------------

Total Income                                             56              1,372
                                             --------------      -------------

Expenses
     Accounting & Financial Reporting                 4,299              4,364
     Outside Professional Services                    3,392              3,209
     General & Administrative                            13                 50
                                             --------------      -------------

Total Expenses                                        7,704              7,623
                                             --------------      -------------

Loss Before Taxes                                    (7,648)            (6,251)

     State Franchise Tax                                  0                  0
                                             --------------      -------------

Net Loss                                     $       (7,648)     $      (6,251)
                                             ==============      ==============
 Allocation of Net Loss (Note 4)

     General Partners, in the Aggregate      $          (76)     $         (63)
                                             ==============      ==============

     Limited Partners, in the Aggregate      $       (7,572)     $      (6,188)
                                             ==============      ==============

     Limited Partners, per Equity Unit       $        (1.04)     $        (.85)
                                             ==============      ==============







                 See Accompanying Notes to Financial Statements`

4

`TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Operations
                                   (Unaudited)


                                                     Six Months Ended
                                               June 30,             June 30,
                                                 2002                 2001
                                               --------             --------

Income
     Other                                   $            0      $       1,100
     Interest                                           135              3,335
                                             --------------      --------------

Total Income                                            135              4,435
                                             --------------      --------------

Expenses
     Accounting & Financial Reporting                 5,870              8,663
     Outside Professional Services                    6,815              4,524
     General & Administrative                            22                212
                                             --------------      --------------

Total Expenses                                       12,707             13,399
                                             --------------      --------------

Loss Before Taxes                                   (12,572)            (8,964)

     State Franchise Tax                                800                800
                                             --------------      --------------

Net Loss                                     $      (13,372)     $      (9,764)
                                             ==============      ==============
 Allocation of Net Loss (Note 4)

     General Partners, in the Aggregate      $         (134)     $         (98)
                                             ==============      ==============

     Limited Partners, in the Aggregate      $      (13,238)     $      (9,666)
                                             ==============      ==============

     Limited Partners, per Equity Unit       $        (1.83)     $       (1.33)
                                             ==============      ==============







                 See Accompanying Notes to Financial Statements`

5

`TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership

                            Statements of Cash Flows
                                   (Unaudited)


                                                      Six months ended
                                                  June 30,         June 30,
                                                   2002               2001
                                                  -------          --------

Cash Flows from Operating Activities:

Net Loss                                     $      (13,372)     $      (9,764)

Adjustments to Reconcile Net Loss to Net Cash
    (Used In) Operating Activities:
       (Decrease) Increase in Due to Affiliates         (18)                80
       Decrease (Increase) in Prepaid Assets          2,096                  0
       Decrease in Accounts Payable                  (8,562)            (5,543)
                                             --------------      --------------
          Net Cash (Used In) Operating
          Activities                                (19,856)           (15,227)
                                             --------------      --------------

Cash Flows from Investing Activities:
       Increase in Investment in Unimproved
       Land                                         (28,632)           (28,670)
                                             --------------      --------------

          Net Cash Used In Investing Activities     (28,632)           (28,670)
                                             --------------      --------------

Net Decrease in Cash                                 48,488)           (43,897)

Cash, Beginning of Period                            88,801            175,940
                                             --------------      --------------

Cash, End of Period                          $       40,313      $     132,043
                                             ==============      =============

Supplemental Disclosure of Cash Flow
Information:

Cash Paid for Taxes                          $          800      $         800
                                             ==============      =============

Cash Paid for Interest                       $       24,000      $      24,000
                                             ==============      =============



                 See Accompanying Notes to Financial Statements`

6

TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                                  June 30, 2002
                                   (Unaudited)

Note 1 - General and Summary of Significant Accounting Policies

General - TMP Inland Empire II, Ltd. (the  Partnership) was organized in 1988 in
accordance with the provisions of the California Uniform Limited Partnership Act
for the purpose of  acquiring,  developing  and  operating  real property in the
Inland Empire area of Southern California

Accounting Method - The
Partnerships policy is to prepare its financial statements on the accrual
basis of accounting.

Investment in Unimproved
Land - Investment in unimproved land is stated at the lower of cost or fair
value. All costs associated with the acquisition of a property are capitalized.
Additionally, the Partnership capitalizes all direct carrying costs (such as
interest expense and property taxes). These costs are added to the cost of the
properties and are deducted from the sales prices to determine gains when
properties are sold.

Syndication Costs -
Syndication costs (such as commissions, printing, and legal fees) totaling
$791,514 represent costs incurred to raise capital and, accordingly, are
recorded as a reduction in partners capital (see Note 3).

Cash, Cash Equivalents and
Credit Risk  The Partnership considers all unrestricted highly liquid
investments purchased with maturities of three months or less to be cash
equivalents. The carrying value of cash equivalents approximates fair value. The
Partnership maintains its cash accounts at institutions that are insured by the
Federal Deposit Insurance Corporation. At times, the Partnership may maintain
cash balances that exceed the insurance limits of $100,000 per bank. However,
the Partnership considers its credit risk associated with cash and cash
equivalents to be minimal.

Use of Estimates - The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.

Concentration - All
unimproved land parcels held for investment are located in the Inland Empire
area of Southern California. The eventual sales price of all parcels is highly
dependent on the real estate market condition in that geographical area. The
Partnership attempts to mitigate any potential risk by continually monitoring
the market conditions and holding the land parcels through any periods of
declining market conditions.

7

TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                                  June 30, 2002
                                   (Unaudited)

Note 1 - General and Summary of Significant Accounting Policies (continued)

Income Taxes  The
entity is treated as a partnership for income tax purposes and accordingly any
income or loss is passed through and taxable to the individual partners.
Accordingly, there is no provision for federal income taxes in the accompanying
financial statements. However, the minimum California Franchise Tax payable
annually by the Partnership is $800.

Recent Authoritative
Pronouncements- In October 2001, the FASB issued SFAS No. 144 Accounting
for the Impairment or Disposal of Long-Lived Assets. This statement
establishes the accounting model for long-lived assets to be disposed of by sale
and applies to all long-lived assets, including discontinued operations. This
new statement requires that those long-lived assets be measured at the lower of
carrying amount or fair value less cost to sell, whether reported in continuing
operations or in discontinued operations. The Partnership adopted SFAS No. 144
beginning January 1, 2002. There was no impact to the financial statements since
the long-lived assets had previously been recorded at the lower of cost or
market value, less disposal costs.

Note 2 - Organization of the Partnership

On July 26, 1988, the
Partnership was formed with TMP Properties (A California General Partnership)
and TMP Investments, Inc. (A California Corporation) as the general partners
(General Partners). The partners of TMP Properties are William
O. Passo, Anthony W. Thompson and Scott E. McDaniel. William O. Passo and
Anthony W. Thompson were the shareholders of TMP Investments, Inc. until October
1, 1995, when they sold their shares to TMP Group, Inc. and then became the
shareholders of TMP Group, Inc.

The Partnership originally
acquired three separate parcels of real property in San Bernardino County,
California. The properties were to be held for investment, appreciation, and
ultimate sale and/or improvement of all or portion thereof, either alone or in
conjunction with a joint venture partner. Two of the three properties were sold
in 1989.

The partnership agreement
provides for two types of investments: Individual Retirement Accounts (IRA) and
others. The IRA minimum purchase requirement was $2,000 and all others were a
minimum purchase requirement of $5,000. The maximum liability of the limited
partners is the amount of their capital contribution.

8

TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                                  June 30, 2002
                                   (Unaudited)

Note 3 - Partners' Contributions

The Partnership offered for
sale 7,250 units at $1,000 each to qualified investors. As of December 31, 1989,
all 7,250 units had been sold for total limited partner contributions of
$7,250,000. There have been no contributions made by the General Partners. As
described in Note 1, syndication costs have been recorded as a reduction in
partners capital.

Note 4 - Allocation of Profits, Losses and Cash Distributions

Profits, losses, and cash
distributions are allocated 99 percent to the limited partners and 1 percent to
the General Partners until the limited partners have received an amount equal to
their capital contributions plus a cumulative, non-compounded return of 6
percent per annum based on their adjusted capital account balances. At that
point, remaining profits, losses and cash distributions are allocated 85 percent
to the limited partners and 15 percent to the General Partners. There were no
distributions in 2002 or 2001.

Note 5 - Agreements with PacWest

In March 1998, the General
Partners entered into an agreement (the Financing Agreement) with PacWest,
whereby PacWest paid a total of $300,000 to the General Partners and ten other
related partnerships (the TMP Land Partnerships). In addition, PacWest agreed to
pay up to an additional $300,000 for any deficit capital accounts for these 11
partnerships in exchange for the rights to the General Partners
distributions; referred to as a distribution fee as defined by the
Financing Agreement.

In addition, PacWest has
agreed to loan and/or secure a loan for the TMP Land Partnerships in the amount
of $2,500,000. Loan proceeds will be allocated among the TMP Land Partnerships,
based on partnership needs, from recommendations made by PacWest, and under the
approval and/or direction of the general partners. A portion of these funds will
be loaned to the Partnership at 12% simple interest beginning April 1, 1998. The
borrowings are secured by the Partnerships properties, and funds will be
loaned, as needed, in the opinion of the General Partners. These funds are not
to exceed 50% of the 1997 appraised value of the properties, and will primarily
be used to pay for on-going property maintenance, pay down existing debt, back
property taxes and appropriate entitlement costs.

PacWest, can, at their
option, make additional advances with the agreement of the General Partners;
however, the aggregate amount of cash loaned to the TMP Land Partnerships is
limited to a maximum of $2,500,000.

9

TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                                  June 30, 2002
                                   (Unaudited)

Note 5 - Agreements with PacWest (continued)

As of June 30, 2002 and December 31, 2001 the TMP Land  Partnerships owe PacWest
approximately  $3,073,000 and  $3,637,000,  respectively,  including  advances &
interest.

Effective August 1, 2000,
the Partnership entered into the First Amendment to the Management Agreement
(First Amendment). The purpose of the First Amendment is to clarify
and define certain language and the terms of the provisions of the Management
Agreement. The Management Agreement, in its entirety, remains in effect apart
from specific items discussed in the First Amendment.

Certain items disclosed in
the First Amendment include 1) Revision of the Asset Administration
Fee schedule and its reduction upon the sale of any property, 2)
Participation Fee wording is altered to read Manager Profit
Participation and its calculation is defined, 3) the maximum amount of the
PacWest loan to any Partnership shall not exceed fifty percent (50%) of the fair
market value of all real properties owned by the Partnership, and the maximum
amount of the PacWest loan secured against each specific parcel shall not exceed
a loan-to-value ratio of fifty percent of the fair market value of that parcel,
4) The maximum Total PacWest loan amount shall be $2,500,000 allocated between
the Partnerships and each borrowing Partnership shall execute a Promissory Note
(as attached to the First Amendment) and a Trust Deed (as attached to the First
Amendment. PacWest and the TMP Land Partnerships shall be entitled to enter into
a separate written agreement to provide for a short term gap loan to cover
emergency shortfalls, and 5) If the Partnerships need funds in excess of the
$2,500,000, PacWest shall be entitled to obtain third party loans at market
interest, secured against the real property of each Partnership to whom such
loan(s) is made. No such loan(s) shall be made without the written consent of
the General Partners.

In April 1998, PacWest
entered into the Management Agreement with the General Partners to provide the
Partnership with overall management, administrative and consulting services.
PacWest currently contracts with third party service providers to perform
certain of the financial, accounting, and investor relations services for
the Partnership. PacWest will charge a fee for its administrative services equal
to an amount not to exceed the average reimbursements to the General Partners
for such services over the past five years. As of June 30, 2002 and December 31,
2001, the Partnership has a payable of $63 and $81, respectively, including
interest, to PacWest related to the aforementioned agreements.

Pursuant to the Financing
Agreement, PacWest has acquired the General Partners unsubordinated 1%
interest in the Partnership and assumed responsibility for all partnership
administration while not replacing any of the General Partners.

10

TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                                  June 30, 2002
                                   (Unaudited)

Note 6 - Related Party Transactions

Syndication costs (see
Notes 1 and 3) netted against partners capital contributions include
$725,000 of selling commissions paid in prior years to TMP Capital Corp. for the
sale of partnership units of which a portion was then paid to unrelated
registered representatives. William O. Passo and Anthony W. Thompson were the
shareholders of TMP Capital Corp. until October 1, 1995, when they sold their
shares to TMP Group, Inc.

Investment in unimproved
land includes acquisition fees of $198,874 paid in prior years to TMP
Properties, TMP Investments, Inc., and the General Partners, for services
rendered in connection with the acquisition of the properties.

As of June 30, 2002 and
December 31, 2001 the Partnership had a payable of $4,531 to the General
Partners and an affiliated company.

As of June 30, 2002 and
December 31, 2001, $90,000 is payable to Regal Realty, a company wholly owned by
Scott E. McDaniel, for services rendered relating to sales of properties prior
to 1990. Mr. McDaniel is a partner of TMP Properties and he was a shareholder of
TMP Investments, Inc. until September 1993 when he sold his shares to Mr. Passo
and Mr. Thompson. Ultimate payment of this amount is contingent on the limited
partners receiving an amount equal to their capital contributions plus a
cumulative, non-compounded return of 6% per annum on their adjusted capital
contributions. As of June 30, 2002 and December 31, 2000 the limited partners
had not received and do not expect to receive such a return and therefore this
amount is not currently due.

See Note 5 regarding information on management of the Partnership during 2002.

Note 7 - Note Payable

On July 12, 2000, the
Partnership borrowed $400,000 from a private party. The note is secured by a
deed of trust on a parcel of land owned by the Partnership in Fontana,
California. The note is due on August 1, 2003. The first payment was due on
August 1, 2000 in the amount of $2,580 representing interest from July 13, 2000
through July 31, 2000. Interest accrues at 12% per annum payable in monthly
installments of $4,000 beginning August 1, 2000. As of June 30, 2002 and
December 31, 2001, $94,581 and $70,581 of interest has been capitalized to
investment in unimproved land.

Note 8 - Decline in Market Value

During the year ended
December 31, 2001, the Partnership experienced a loss due to the write-down in
value of Partnership land of $40,000. The decline in land value was due to the
downturn in the real estate market applicable to this propertys location.

11

TMP INLAND EMPIRE II, LTD
                        A California Limited Partnership
                        Notes to the Financial Statements
                                  June 30, 2002
                                   (Unaudited)

Note 9 - Subsequent Event

The City of Fontana is  purchasing  a strip of land  along  Baseline  Avenue for
storm drain  facilities for $4,000.  As of June 30, 2002 the City of Fontana and
the General Partners have signed an Agreement of Purchase and Sale and the strip
of land is currently in escrow.

An all cash offer for
$2,700,000 from an outside party to purchase the remainder of the property was
accepted and escrow was opened on May 1, 2002, with a deposit of $50,000
received on July 10, 2002.

12

TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership
                                  June 30, 2002

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

The following discussion
and analysis provides information that the Partnerships management
believes is relevant to an assessment and understanding of the
Partnerships results of operations and financial condition. This
discussion should be read in conjunction with the financial statements and
footnotes, which appear elsewhere in this report.

This Quarterly Report on
Form 10-QSB contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, which are subject to the safe harbor created by that
section. Words such as expects, anticipates,
intends, plans, believes, seeks,
estimates and similar expressions or variations of such words are
intended to identify forward-looking statements, but are not the exclusive means
of identifying forward-looking statements in this report. Additionally,
statements concerning future matters such as the features, benefits and
advantages of the Partnerships property regarding matters that are not
historical are forward-looking statements. The Partnerships actual future
results could differ materially from those projected in the forward-looking
statements. The Partnership assumes no obligation to update the forward-looking
statements.

Readers are urged to review and consider carefully the various  disclosures made
by the Partnership in this report,  which attempts to advise interested  parties
of the risks and factors that may affect the Partnership's  business,  financial
condition and results of operations.

Results of Operations

The following discussion
should be read in conjunction with the attached financial statements and notes
thereto and with the Partnerships audited financial statements and notes
thereto for the fiscal year ended December 31, 2001.

The  Partnership's  management  believes  that  inflation has not had a material
effect   on   the    Partnership's    results   of   operations   or   financial
condition.

Fiscal Quarters Ended June 30, 2002 and 2001

The Partnership recognized
interest income of $135 during the six-month period ended June 30, 2002 and $56
of interest income was recognized during the three month period ended June 30,
2002. The Partnership recognized $1,100 of revenues during the six-month period
ended June 30, 2001 relating to the rental of the property for a fireworks
display. In addition, $3,335 of interest income was recognized during the same
six-month period and $1,372 of interest income was recognized during the three
month period ended June 30, 2001.


13

TMP INLAND EMPIRE II, LTD.
                        A California Limited Partnership
                                  June 30, 2002

Total expenses for the three-month  period ended June 30, 2002 compared with the
three-month period ended June 30, 2001, increased by $81.

Total expenses for the
six-month period ended June 30, 2002 compared with the six-month period ended
June 30, 2001, decreased by $692 due primarily to decrease in Accounting &
Financial Reporting of $2,793. This decrease was partially offset by an increase
in Outside Professional Services of $2,291.

The Partnership had one
property at June 30, 2002. The City of Fontana is purchasing a strip of land
along Baseline Avenue for storm drain facilities for $4,000. As of June 30, 2002
the City of Fontana and the General Partners have signed an Agreement of
Purchase and Sale and the strip of land is currently in escrow.

An all cash offer for
$2,700,000 from an outside party to purchase the remainder of the property was
accepted and escrow was opened on May 1, 2002. The escrow is due to close on or
before December 6, 2002. On July 10, 2002, $50,000 of funds were received by the
Partnership in accordance with escrow (see Note 9).

Liquidity and Capital Resources

As of June 30, 2002, the
Partnership had available cash of approximately $40,300. Operations during the
six-month period ended June 30, 2002 utilized cash of approximately $19,900
while investing activities associated with the payment of development and
carrying costs of unimproved land held for investment utilized cash of
approximately $28,600. Advances from PacWest decreased by approximately $18
during the six-month period ended June 30, 2002.

Operations during the
six-month period ended June 30, 2001 utilized cash of approximately $15,200
while investing activities associated with the payment of development and
carrying costs of unimproved land held for investment utilized cash of
approximately $28,700. Advances from PacWest increased by approximately $80
during the six-month period ended June 30, 2001.


14

Signatures

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

Date: August 11, 2002

TMP INLAND EMPIRE II, LTD.

         A California Limited Partnership


         By:      TMP Investments, Inc., a California Corporation as Co-General
                  Partner

         By:      \s\ William O. Passo
             -------------------------------------
             William O. Passo, President


         By:       \s\ Anthony W. Thompson
         -------------------------------------
         Anthony W. Thompson, Exec. Vice President


         By:      TMP Properties, A California General Partnership as Co-General
                  Partner

         By:      \s\ William O. Passo
         -------------------------------------
         William O. Passo, Partner

         By:       \s\ Anthony W. Thompson
         -------------------------------------
         Anthony W. Thompson, Partner

         By:       \s\ Scott E. McDaniel
         -------------------------------------
         Scott E. McDaniel Partner

         By:    JAFCO, Inc., A California Corporation as Chief Accounting
                Officer

         By:      \s\ John A. Fonseca
         -------------------------------------
         John A. Fonseca, President