SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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


                  For the quarterly period ended July 31, 1998



                        Commission file number: 333-5753



                           Exigent International, Inc.
             (Exact name of Registrant as specified in its charter)



         Delaware                                    59-3379927
(State of incorporation)                         (I.R.S. Employer
                                                  Identification No.)



                                 1225 Evans Road
                          Melbourne, Florida 32904-2314
               (Address of principal executive offices) (Zip code)



                                  407-952-7550
              (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 ____


     The number of shares outstanding of the registrant's common stock, $.01 par
value, on September 1, 1998 was 4,104,226.


<PAGE>


                           EXIGENT INTERNATIONAL, INC.

                           QUARTER ENDED JULY 31, 1998

                                      INDEX


PART I - FINANCIAL INFORMATION                                             Page


Item 1. Financial Statements                                                   3


        Consolidated Balance Sheets as of July 31, 1998 and
        January 31, 1998                                                       3

        Consolidated Statements of Income for the Six Months Ended
        July 31, 1998 and 1997                                                 5

        Consolidated Statements of Income for the Three Months Ended
        July 31, 1998 and 1997                                                 6

        Consolidated Statements of Cash Flows for the Six Months Ended
        July 31, 1998 and 1997                                                 7

        Notes to Consolidated Financial Statements                             8

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                   11


PART II - OTHER INFORMATION                                                   16


Item 2.  Changes in Securities                                                16

Item 4.  Submission of Matters to a Vote of  Security Holders                 18

Item 5.  Other Information                                                    19

Item 6.  Exhibits and Reports on Form 8-K                                     19


Signatures                                                                    20



<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION

 Item 1. Consolidated Financial Statements


                           EXIGENT INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
 ASSETS
                                                                    July 31, 1998              January 31,
                                                                    (unaudited)                   1998
 CURRENT ASSETS
<S>                                                                <C>                   <C>               
      Cash and cash equivalents                                    $      1,237,621        $      3,640,508
      Accounts receivable, pledged                                        3,284,664               2,747,383
      Costs and estimated earnings in excess of
         billings on uncompleted contracts, pledged                       5,099,028               3,823,768
      Inventories                                                             6,583                   5,288
      Prepaid expenses                                                       62,579                  64,288
      Deferred income taxes                                                 663,000                 663,000
      Prepaid income taxes                                                   53,222                       -
                                                                             ------                 -------
      TOTAL CURRENT ASSETS                                               10,406,697              10,944,235
                                                                         ----------              ----------
 PROPERTY AND EQUIPMENT
      Cost                                                                5,828,456                5,304,630
      Accumulated depreciation                                           (3,640,314)              (3,135,923)
                                                                         ----------               ---------- 
      NET PROPERTY AND EQUIPMENT                                          2,188,142                2,168,707
                                                                          ---------                ---------
 OTHER ASSETS
      Software development costs, net of accumulated amortization         3,222,391                1,508,887
      Organizational costs                                                   10,638                   10,638
      Deposits                                                               50,927                   43,466
      Cash surrender value of life insurance                                 17,028                   17,028
                                                                             ------                   ------
      TOTAL OTHER ASSETS                                                  3,300,984                1,580,019
                                                                          ---------                ---------
 TOTAL ASSETS                                                      $     15,895,823          $    14,692,961
                                                                   ================          ===============
 See accompanying Notes

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                           EXIGENT INTERNATIONAL, INC.
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                LIABILITIES AND STOCKHOLDERS'EQUITY

                                                                                     July 31, 1998             January 31,
                                                                                      (unaudited)                  1998
 CURRENT LIABILITIES
<S>                                                                             <C>                   <C>
      Line of credit                                                            $      2,300,000           $
      Accounts payable                                                                    33,457                  392,799
      Accrued expenses                                                                 3,390,456                3,401,311
      Billings in excess of costs and estimated earnings
        on uncompleted contracts                                                         322,329                1,252,700
      Income taxes payable                                                                34,334                  242,524
      Current portion, long-term debt                                                    466,667                  511,111
                                                                                         -------                  -------
      TOTAL CURRENT LIABILITIES                                                        6,547,243                5,800,445
                                                                                       ---------                ---------
 LONG-TERM LIABILITIES
      Long-term debt, less current portion                                               244,445                  466,667
      Deferred income taxes                                                              645,000                  645,000
      Other liabilities                                                                       44                        -
                                                                                         -------                ---------
      TOTAL LONG-TERM LIABILITIES                                                        889,489                1,111,667
                                                                                         -------                ---------
      TOTAL LIABILITIES                                                                7,436,732                6,912,112
                                                                                       ---------                ---------
 STOCKHOLDERS'EQUITY
      Class A Preferred  Shares,  $.01 par value  5,000,000
        shares  authorized, 612,559 and 688,792 issued and
        outstanding at July 31, 1998 and January 31, 1998,
        respectively at $2.50 per share liquidation/dissolution
        preference                                                                         6,126                    6,888
      Common Shares, $.01 par value, 40,000,000 shares
        authorized, 4,100,161 and 3,872,655 issued and
        outstanding at July 31, 1998 and January 31, 1998,
        respectively                                                                      41,001                   38,726
      Paid in capital                                                                  1,936,169                1,585,007
      Retained earnings                                                                6,475,795                6,150,228
                                                                                       ---------                ---------
      TOTAL STOCKHOLDERS'EQUITY                                                        8,459,091                7,780,849
                                                                                       ---------                ---------

      TOTAL LIABILITIES & STOCKHOLDERS'EQUITY                                       $ 15,895,823           $   14,692,961
                                                                                    ============           ==============
 See accompanying Notes

</TABLE>


<PAGE>


<TABLE>
<CAPTION>


                           EXIGENT INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
 

                                                                                For the six months ending July 31,
                                                                                          1998                    1997
                                                                                       (unaudited)             (unaudited)


<S>                                                                                 <C>              <C>                 
REVENUES FROM SERVICES                                                              $  16,496,571          $   16,771,603
 COST OF SALES                                                                         12,741,584              12,971,878
                                                                                       ----------              ----------
 GROSS PROFIT                                                                           3,754,987               3,799,725

 GENERAL AND ADMINISTRATIVE EXPENSES                                                    3,121,248               2,691,207
  RESEARCH AND DEVELOPMENT COSTS                                                           56,636                       -
                                                                                           ------               ---------
  OPERATING INCOME                                                                        577,103               1,108,518
                                                                                          -------               ---------
  OTHER INCOME (EXPENSE)
      Interest income                                                                      23,096                   2,346
      Interest expense                                                                    (64,680)                (46,245)
      Loss (gain) on disposal of fixed assets                                                   -                  (1,732)
      Other, net                                                                            6,966                       -
                                                                                            -----                 -------
  TOTAL OTHER INCOME (EXPENSE)                                                            (34,618)                (45,631)
                                                                                          -------                --------
  INCOME BEFORE INCOME TAXES                                                              542,485               1,062,887

  INCOME TAX EXPENSE                                                                      216,918                 415,130
                                                                                          -------                 -------
  NET INCOME                                                                        $     325,567            $    647,757
                                                                                        =========               =========
  EARNINGS PER SHARE - BASIC                                                        $        0.07            $       0.14
                                                                                           ======               =========
  WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING - BASIC                                                                4,625,890               4,483,847
                                                                                        =========               =========
  EARNINGS PER SHARE - DILUTED                                                      $        0.06            $       0.14
                                                                                             ====                    ====
  WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING - DILUTED                                                              5,127,344               4,483,847
                                                                                        =========             ===========
 See accompanying Notes

</TABLE>

<PAGE>


<TABLE>
<CAPTION>


                           EXIGENT INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME

                                                                                For the Three Months Ended July 3 1,
                                                                                 1998                   1997
                                                                                 (unaudited)            (unaudited)
 

<S>                                                                            <C>                   <C>                
REVENUES FROM SERVICES                                                            $    8,811,196           $    8,657,569
 COST OF SALES                                                                         6,686,789                6,642,376
                                                                                       ---------                ---------
 GROSS PROFIT                                                                          2,124,407                2,015,193
 GENERAL AND ADMINISTRATIVE EXPENSES                                                   1,708,040                1,420,416
  RESEARCH AND DEVELOPMENT COSTS                                                           8,370                        -
                                                                                           -----                  -------
  OPERATING INCOME                                                                       407,997                  594,777
                                                                                         -------                  -------
  OTHER INCOME (EXPENSE)
      Interest income                                                                     14,487                    2,207
      Interest expense                                                                  (48,716)                 (18,163)
      Gain on disposal of fixed assets                                                        -                  (1,732)
      Other, net                                                                          6,966                        -
                                                                                           -----                 --------
  TOTAL OTHER INCOME (EXPENSES)                                                         (27,263)                 (17,688)
                                                                                        -------                  ------- 
  INCOME BEFORE INCOME TAXES                                                             380,734                  577,089
  INCOME TAX EXPENSE                                                                     152,785                  217,880
                                                                                         -------                  -------
  NET INCOME                                                                      $      227,949           $      359,209
                                                                                       =========               ==========
  EARNINGS PER SHARE - BASIC                                                      $         0.05           $         0.08
                                                                                       =========               ==========
  WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING - BASIC                                                               4,661,198                4,483,847
                                                                                       =========               ==========
  EARNINGS PER SHARE - DILUTED                                                    $         0.04           $         0.08
                                                                                       =========               ==========
                                                                                                                        
  WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING - DILUTED                                                             5,294,890                4,483,847
                                                                                       =========                =========
 See accompanying Notes


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                      EXIGENT INTERNATIONAL, INC.
                             CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                        For the six months ending July 31,
                                                                        1998                1997
                                                                        (unaudited)         (unaudited)
 CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>                 <C>               
 Net income                                                             $        325,567         $     647,757
                                                                                --------               -------
 Adjustments to reconcile net income to net cash
  provided (used) by operating activities:
      Depreciation and amortization                                              892,000               424,245
      Deferred income taxes                                                           -                320,947
      Changes in operating assets and liabilities:
        Increase in accounts receivable                                         (537,281)             (343,330)
        Decrease (increase) on costs and estimated earnings in
         excess of billings on uncompleted contracts                          (1,275,260)              312,098
        Decrease in prepaid expenses                                               1,709                 2,187
        Increase in inventory                                                     (1,295)                    -
        Decrease (increase) in prepaid income taxes                              (53,222)              100,143
        Decrease (increase) in deposits                                           (7,461)                   95
        Decrease in cash surrender value of life insurance                                               2,571
        Decrease in accounts payable                                            (359,342)             (919,897)
        Increase (decrease) in accrued expenses                                  (10,855)              289,064
        Decrease in billings in excess of costs and estimated earnings
         on uncompleted contracts                                               (930,371)              (55,552)
        Increase in income taxes payable                                        (208,190)                    -
        Increase in other liabilities                                                 44                    46
                                                                                --------               -------
 Total adjustments                                                            (2,489,524)              132,617
                                                                              ----------               -------
 NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                             (2,163,957)              780,374
                                                                              ----------               -------
 CASH FLOWS FROM INVESTING ACTIVITIES:
      Cash paid for acquisition of capital assets                               (523,826)              (87,812)
      Cash paid for capitalized software development                          (2,101,113)             (794,979)
                                                                              ----------              -------- 
 NET CASH USED BY INVESTING ACTIVITIES                                        (2,624,939)             (882,791)
                                                                              ----------              -------- 
 CASH FLOWS FROM FINANCING ACTIVITIES:
      Net borrowings under line of credit                                      2,300,000              (182,000)
      Principal payments on long-term debt                                      (266,666)             (137,038)
      Proceeds from exercise of stock options and warrants                       352,675                     -
                                                                              ----------              --------
 NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                              2,386,009              (319,038)
                                                                              ---------               --------
 NET DECREASE IN CASH AND CASH EQUIVALENTS                                    (2,402,887)             (421,455)
 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                3,640,508               428,705
                                                                              ----------              --------
 CASH AND CASH EQUIVALENTS, END OF PERIOD                               $      1,237,621         $       7,250
                                                                               =========              ========

</TABLE>

<PAGE>

                           EXIGENT INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - GENERAL

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information  in  response  to  the  requirements  of  Article  10  of
Regulation  S-X.  Accordingly,  they do not contain all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  The condensed  consolidated  financial statements for the
six month  periods  ended  July 31,  1998 and July 31,  1997 are  unaudited  and
reflect all adjustments  (consisting only of normal recurring adjustments) which
are, in the opinion of  management,  necessary  for a fair  presentation  of the
financial position and operating results for the interim periods.  The condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated financial statements and notes thereto,  together with management's
discussion  and  analysis of  financial  condition  and  results of  operations,
contained in Exigent  International,  Inc.'s  ("Exigent's"  or the  "Company's")
Annual  Report on Form 10-K for the fiscal  year ended  January  31,  1998.  The
results of operations for the six months ended July 31, 1998 are not necessarily
indicative of the results that may be expected for the entire fiscal year.

As  of  February  1,  1998  the  Company   adopted   Statement  130,   Reporting
Comprehensive Income.  Statement 130 establishes new rules for the reporting and
display of  comprehensive  income and its components.  However,  the adoption of
this Statement had no impact on the Company's net income or shareholders' equity
for the three and six months ended July 31, 1998 and 1997.

Certain  prior period  amounts have been  restated to correspond to  the current
period presentation.

NOTE 2 - LINE OF CREDIT

Software  Technology,   Inc.  ("STI"),   Exigent's  primary  subsidiary,  had  a
$1,800,000 line of credit  available from a bank as of July 31, 1998 and January
31, 1998. The note bears interest on the unpaid principal balances at a rate per
annum equal to the bank's prime rate plus .25%.  As of July 31, 1998 and January
31,  1998 the  outstanding  draws  against  the  line  were  $1,800,000  and $0,
respectively. The interest rate at July 31, 1998 and January 31, 1998 was 8.75%.
All accounts receivable, equipment, furniture and fixtures of STI are pledged as
collateral on the line of credit.

An  additional  line of credit  for  $500,000  was  available  to fund  expenses
associated with Exigent's other subsidiary, FotoTag, Inc. ("FotoTag"). This note
bears the same terms as STI's line of credit.  No amounts  have been drawn as of
July 31, 1998 or January 31, 1998.

On July 1, 1998,  Exigent  entered into a short-term loan for $1,900,000 to fund
the continued development of the Company's products.  The note bears interest at
a rate per annum equal to the prime rate plus .50%.  As of July 31, 1998,  there
was a balance remaining to be paid on the note of $500,000.

The weighted average interest rate on short-term borrowings  outstanding at July
31, 1998 and January 31, 1998 was 8.78%.


NOTE 3 - COMMITMENTS AND CONTINGENCIES

The Company had outstanding  purchase commitments of $340,110 and $145,309 as of
July 31, 1998 and January 31, 1998,  respectively.  These represent  outstanding
purchase orders for which neither the item nor invoice has been received.


NOTE 4 - CAPITALIZED SOFTWARE DEVELOPMENT

Effective February 1, 1998, the Company determined that the amortization life of
the  existing  capitalized  software  should  be  changed  to two  years to more
appropriately  reflect  the life  span of the  product  release,  rather  than a
three-year  schedule.  As a result of this change in  estimate,  the increase in
amortization  expense for this  quarter  ended July 31,  1998 was  approximately
$52,000.  The impact for the six months  ended July 31,  1998 was  approximately
$82,000.

NOTE 5 - EARNINGS PER SHARE

In 1997,  the FASB issued  SFAS No.  128,  Earnings  per Share.  This  statement
replaced the  calculation  of primary and fully diluted  earnings per share with
basic and diluted earnings per share.  Unlike primary earnings per share,  basic
earnings  per share  excludes  any  dilutive  effects of options,  warrants  and
convertible  securities.  Diluted  earnings  per share are very  similar  to the
previously  reported  fully diluted  earnings per share.  All earnings per share
amounts have been  presented  and,  were  appropriately,  restated to conform to
Statement 128  requirements.  The following  tables set the computation of basic
and diluted  earnings  per share for the six months ended July 31, 1998 and 1997
as well as the three and six months ended July 31, 1998 and 1997:

<TABLE>
<CAPTION>

                                                                For the Six Months Ended July 31,
                                                                   1998                      1997
                                                                 (unaudited)              (unaudited)
                                                                  ---------                ---------
<S>                                                           <C>                     <C>          
Numerator:
 Net income (numerator for basic and diluted
   earnings per share)                                        $        325,567        $     647,757
                                                                    ==========           ==========

 
Denominator:
 Denominator for basic earnings per share-
  weighted average shares                                            4,625,890            4,483,847

 Effect of dilutive options and warrants                               501,454                    -
                                                                    ----------           ----------
 Denominator for diluted earnings per share-
  adjusted weighted average shares                                   5,127,344            4,483,847
 
Basic earnings per share                                     $           0.07        $        0.14
                                                                     =========            =========

Diluted earnings per share                                   $           0.06        $        0.14
                                                                     =========            =========



</TABLE>

<TABLE>
<CAPTION>

                                                                For the Three Months Ended July 31,
                                                                   1998                      1997
                                                                 (unaudited)              (unaudited)
                                                                  ---------                ---------
<S>                                                           <C>                     <C>          
Numerator:
 Net income (numerator for basic and diluted
   earnings per share)                                        $        227,949        $     359,209
                                                                    ==========           ==========
Denominator:
 Denominator for basic earnings per share-
  weighted average shares                                            4,661,198            4,483,847

 Effect of dilutive options and warrants                               633,692                    -
                                                                    -----------          ----------
 Denominator for diluted earnings per share-
  adjusted weighted average shares                                   5,294,890            4,483,847
 
Basic earnings per share                                     $           0.05        $         0.08
                                                                     =========            =========

Diluted earnings per share                                   $           0.04        $         0.08
                                                                     =========            =========

</TABLE>



<PAGE>


<TABLE>
<CAPTION>
NOTE 6 - STOCKHOLDERS' EQUITY

 The consolidated  changes in stockholders' equity for the six months ended July
31, 1998 are as follows:
                                                                                          Additional
                                         Common Stock          Class A Preferred          Paid in         Retained
                                        Shares       Amount      Shares        Amount   Capital         Earnings       Total
 
<S>                                     <C>           <C>             <C>          <C>        <C>       <C>            <C>       
BALANCE February 1, 1998               3,872,655     $ 38,726     688,792    $ 6,888   $ 1,585,007    $ 6,150,228      $7,780,849
 Exercise of convertible securities      151,523        1,515        -           -         351,160              -         352,675
 Class A preferred converted              76,233          762     (76,233)      (762)            -              -               -
      to common
 Cancelled shares                           (250)          (2)         -           -             2              -               -
 Net Income                                  -             -          -           -              -        325,567         325,567
                                       ---------     --------     -------     -------   ----------   ------------     -----------
 BALANCE July 31,1998                  4,100,161     $ 41,001     612,559    $ 6,126  $  1,936,169   $  6,475,795     $ 8,459,091
                                       =========     ========     =======     ======    ==========    ===========      ==========


</TABLE>


See Part II, Item 2 for an  explanation  as to the changes in securities  during
the three months ended July 31, 1998.

NOTE 7 - FISCAL YEAR CHANGE

The Company will change its fiscal year to correspond  with a calendar year end,
effective  December  31, 1998.  The current  fiscal year will  therefore  end on
December 31, 1998. The fiscal quarters will remain  unchanged with the exception
of the fourth quarter,  which will be a two-month quarter ending on December 31,
1998.



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

The following is  management's  discussion and analysis of (i) the  consolidated
financial  condition as of July 31, 1998 as compared  with the fiscal year ended
January 31, 1998;  and (ii) the  consolidated  results of operations for the six
and three months ended July 31, 1998 and 1997,  of Exigent and its  subsidiaries
STI and FotoTag.  It should be read  together with  Exigent's  Form 10-K for the
fiscal year ended January 31, 1998.

LIQUIDITY  As of July 31,  1998,  Exigent's  ratio of current  assets to current
liabilities  was down  slightly at 1.6 compared to 1.9 at January 31, 1998.  The
quick  liquidity  ratios  were also down at 1.5 and 1.8 at July 31,  1998 and at
January 31, 1998,  respectively.  These decreases were due largely to the use of
cash over the six  months as well as the draw on the  Company's  line of credit.
The uses of this cash are explained in detail below.

Exigent's cash portfolio (cash and cash equivalents) decreased $2,402,887 during
the six  months  ended  July 31,  1998.  The  decrease  was due to cash  used in
operating  activities  of  $2,163,957,  cash  used in  investing  activities  of
$2,624,939 and cash provided by financing  activities of  $2,386,009.  Exigent's
cash  portfolio  decreased  $421,465 for the six months ended July 31, 1997. The
decrease was due to cash provided by operating activities of $780,374, cash used
in investing  activities  of $882,791 and cash used in financing  activities  of
$319,038.  The decrease in cash from operating  activities from January 31, 1998
to July 31, 1998 was primarily the result of the timing  differences  related to
the start up of the new  government  contracts and the efforts  associated  with
potential acquisitions. In addition, the Company invested approximately $600,000
in the ongoing  support of the  strategic  agreement  with  Motorola  Inc.  This
investment will help position  Exigent for future  Commercial  Satellite  Market
programs.

In the six months  ended July 31,  1998,  Exigent  acquired  $523,826 of capital
assets  compared to $87,812 in the six months ended July 31, 1997.  This was due
primarily  to  the  expansion  of  the  Company's   Melbourne,   Florida  office
facilities.  Capital needs are expected to continue,  as Exigent remains current
with  computing  technologies.  This  expansion  will be funded in part  through
operating leases set up with external leasing companies.  The leases will extend
for a period of three years from each draw against the funding  limits  totaling
$1,000,000.  Through the six-month period ended July 31, 1998, Exigent had drawn
down $450,000 against these lease lines of credit.  In the six months ended July
31,  1998 and  July 31,  1997,  Exigent  also  spent  $2,101,113  and  $794,979,
respectively,  in capitalized  software  development  costs primarily related to
several  products.  The  increase  in the first six  months of fiscal  year 1998
resulted  from  costs  incurred  in  completing  the   development  of  FotoTag,
developing  product  additions for the OS/COMET  product family including the NT
version of OS/COMET,  and  development of its newest  product,  Active  Tracking
Engine (ATE). Exigent used $266,666 of cash during the six months ended July 31,
1998 to reduce its total debt position.  For the six months ended July 31, 1998,
Exigent  borrowed  $2,300,000  under the line of credit and a short-term loan to
fund its operations and reduced long-term debt by $222,222.


Results of Operations  for the six months ended July 31, 1998 and 1997 Sales for
the six months ended July 31, 1998 were $16,496,571,  down 1.6% from $16,771,603
for the six months ended July 31,  1997,  due to a  significant  decrease in the
volume of commercial contracts.  The breakdown between government and commercial
sales for each of the six-month periods is as follows:

<TABLE>
<CAPTION>
                        July 31, 1998                   July 31, 1997
                      ---------------                -----------------
<S>                   <C>                   <C>       <C>                     <C>
  Government          $   12,416,022        75%       $    10,203,501         61%
  Commercial               4,080,549        25%             6,568,102         39%
                                          ------
                      ===============                =================     =======
                      $   16,496,571       100%       $    16,771,603        100%
                      ===============     ======     =================     =======

</TABLE>
Gross  profit  was  consistent  at  $3,754,987  (22.8%  of  sales)  compared  to
$3,799,725  (22.7% of sales) for the six months ended July 31, 1998 and July 31,
1997,  respectively.  Net income was down  significantly  at  $325,567  (2.0% of
sales) for the six months  ended July 31, 1998 versus  $647,757  (3.9% of sales)
for the six months ended July 31, 1997. This decrease was due to the increase in
general and administrative  expenses (explained below) and a decrease in revenue
from  commercial  customers.  This  decrease  in  revenue  was the result of the
winding down of development work on a major fixed price contract, cost growth in
support of the same contract and a delay in payment of maintenance  fees owed to
the Company for the OS/COMET  licensed  product.  These  factors  decreased  the
six-month operating income by approximately $500,000. The change in amortization
schedule for the internally  developed  software  products also decreased  first
quarter  profit.  After  completing  a review of the  current  releases  and the
schedule  for new  releases,  management  determined  that a  twenty-four  month
amortization  would be more appropriate  than a thirty-six month schedule.  This
change  in   amortization   schedule   impacted  net  income   before  taxes  by
approximately $82,000 for the six months ended July 31, 1998.

General and administrative  expenses for the six months ended July 31, 1998 were
$3,121,248,  16.0% or $430,041  higher than expenses of  $2,691,207  for the six
months ended July 31, 1997.  This increase  resulted  primarily from $250,000 in
administrative  labor costs  associated with the resources  required to manage a
public  company,  including  the  addition  of the CEO  and  several  other  key
executives.  Additional increases in general and administrative expenses include
$200,000 in professional  fees for marketing  support and outside legal counsel.
Management  believes  existing  cash,  funds  generated  by  operations  and the
available line of credit will fall slightly short of Exigent's current operating
requirements  through the fiscal  year ending  December  31,  1998.  The Company
intends to obtain an increase of  approximately  $700,000 to the current line of
credit,   which  will  enable  the  Company  to  continue  its  current  product
development  schedule.   Additional  funds  will  be  required  to  fulfill  the
development schedule for new Exigent products and to finance any acquisitions.

Results of  Operations  for the three  months ended July 31, 1998 and 1997 Sales
for the  three  months  ended  July  31,  1998  were  $8,811,196,  up 1.8%  from
$8,657,569  for the three months ended July 31, 1997,  due to an increase in the
volume of government contracts, offsetting a decrease in commercial revenue. The
breakdown  between  government and commercial  sales for each of the three-month
periods is as follows:

                  July 31, 1998                  July 31, 1997
                 ---------------                ---------------
  Government       $  6,966,314        79%       $   5,193,355        60%
  Commercial          1,844,882        21%           3,464,214        40%
                                    -------
                 ===============                ===============    =======
                   $  8,811,196       100%       $   8,657,569       100%
                 ===============    =======     ===============    =======

Gross  profit  was up  slightly  at  $2,124,407  (24.1%  of sales)  compared  to
$2,015,193  (23.3% of sales) for the three  months  ended July 31, 1998 and July
31, 1997,  respectively.  Net income was down significantly at $227,949 (2.6% of
sales) for the three months ended July 31, 1998 versus  $359,209 (4.1% of sales)
for the three months ended July 31, 1997. This decrease was due to a decrease in
revenue  from  commercial  customers  and cost  growth in  support  of the major
commercial  fixed price  development  project  completion.  In  addition,  after
completing a review of the current  releases and the schedule for new  releases,
management  determined  that a  twenty-four  month  amortization  would  be more
appropriate  than the thirty-six  month  schedule.  This change in  amortization
schedule impacted net income before taxes by approximately $52,000 for the three
months ended July 31, 1998.


Analysis of Operations In 1995,  STI obtained its first  significant  commercial
contracts from Motorola, Inc. to provide satellite ground station software for a
constellation  of  satellites  that  will  provide a direct  link with  portable
handsets for  worldwide  cellular  telephone  service.  The Motorola  multi-year
contract  allowed STI to leverage its technology  into the commercial  arena. In
1996,  STI was awarded a contract  to provide  similar  software  for the Global
Positioning Satellite (GPS) System. With these two contracts, STI is involved in
two premier satellite endeavors.

The second quarter results reflect a lull in the Company's  commercial satellite
business;  however,  Exigent  continued  to  invest  during  this  period in the
advanced  features for its OS/COMET basic product as well as the next generation
NT version of OS/COMET.  The Company  anticipates  that the NT version will have
its first  customer  delivery in the third  quarter of 1998.  In  addition,  the
Company  continues to invest in its  strategic  alliance  with  Motorola for the
Celestri/Teledesic  effort,  with an  anticipated  start date in late 1998.  The
Company has also invested  significantly  in the  identification  of and the due
diligence associated with potential acquisitions.

STI has  recently  been  involved in  developing  proposals  for new  commercial
satellite constellations. The Company believes that its investments in OS/COMET,
the  Integrated  Control  Center  (ICC) and Active  Tracking  Engine  (ATE) will
position it well as it enters 1999.

STI's government  business continues at a record setting pace with orders coming
in from both existing and new customers.  The sales volume of OS/COMET  licenses
and maintenance,  for use on government programs, continues to run approximately
the same as 1997, a record year.

The backlog as of July 31, 1998 for  commercial  and  government  contracts  was
$86,695,528,  of which  $67,451,853  is unfunded.  In April 1998, STI executed a
contract with the Naval  Research  Laboratory to provide  services over the next
five years for a value of $61,538,419.  With the addition of this contract,  the
current contract base provides  sufficient  backlog to maintain STI's operations
through December 31, 2001.

STI has  invested  in  excess of  $4,000,000  over the last  three  years in its
premier software product OS/COMET.  This investment  facilitated the significant
contract awards that management believes would have been otherwise unattainable.
Commitment  to maintain  support  for the  product  and  research of new product
opportunities   will  continue  with   expenditures   planned  at  approximately
$2,500,000 to $4,000,000 per year.

Exigent continued development of a new commercial software product, FotoTag, and
has  invested  approximately  $850,000  during  the  last  three  fiscal  years.
Management  is committed to support the  promotion  of this  product,  which was
completed in June 1998. FotoTag is currently being marketed worldwide to address
the growing need for airport  security and baggage and passenger  reconciliation
products.


<PAGE>


OUTLOOK

Exigent completed expansion of its corporate  headquarters in February 1998 with
the completion of a new building at its Melbourne,  Florida  location.  This new
facility houses the corporate staff as well as the Product  Development team and
the FotoTag staff.  These increased  facility costs should not have an impact on
the  Company's  indirect  expense  rates as the growth is needed to support  the
current  business as well as growth planned into 1999. The commercial  satellite
business is projected to continue with strong sales worldwide and is expected to
show  moderate  increases  through the end of the decade,  providing  additional
opportunities for Exigent.

Demand for  software  engineers  continues  to  provide  new  opportunities  for
Exigent,  but will place a premium on the  efforts  to retain the  current  work
force. This risk will put additional  pressure on overall payroll costs. This is
an industry wide challenge. Management believes that benefits offered by Exigent
remain  above the level of its  competition  and should  help to  stabilize  its
workforce.  Overhead costs for benefits  should remain at the same percentage of
wages for the fiscal  year  ending  December  31, 1998 as compared to the fiscal
year ended January 31, 1998.  Management  believes it is important  that Exigent
not  reduce  benefits.  To do so and hold  costs  stable  has been a  management
challenge and will continue to be so in the near future.  Maintaining  Exigent's
comprehensive  benefit  plan will also  facilitate  its  ability  to  sustain an
effective recruiting campaign.

The  Company's  current  long-term  business plan is to seek  opportunities  for
growth  and  diversification  of  its  product  and  service  offerings  through
acquisitions  and internal  growth.  To implement its long-term growth strategy,
the Company may seek to raise capital  through  private or public debt or equity
financings.

RISKS AND UNCERTAINTIES

Statements  contained  in this  Form  10-Q  that are not  historical  facts  are
forward-looking  statements  made pursuant to the safe harbor  provisions of the
Private  Securities  Litigation  Reform Act of 1995. In addition,  words such as
"believes,"  "anticipates,"  "expects" and similar  expressions  are intended to
identify  forward-looking  statements.  Such forward-looking  statements involve
known and unknown  risks,  uncertainties,  and other factors which may cause the
actual results,  performance or achievements of the Company or events, or timing
of events, relating to the Company to differ materially from any future results,
performance  or  achievements  of the  Company or  events,  or timing of events,
relating to the Company expressed or implied by such forward-looking statements.
The more  prominent  known risks and  uncertainties  inherent  in the  Company's
business are set forth below.  However, not all possible risks and uncertainties
to which the Company is subject are discussed herein, nor can it be assumed that
there are not other risks and uncertainties which may be more significant to the
Company.

Such other factors include,  among others,  those described in "Outlook" and the
following:

     continued  dependence  on a  small  number  of  significant  customers  for
     substantially all of the Company's revenue and the potential loss of one or
     more of the Company's principal customers;

     continued  dependence on government  agencies for a significant  portion of
     the Company's revenue;

     the shortage of qualified  and  competent  software  engineers and the risk
     that the Company will be unable to retain its key  employees  and managers,
     especially  in the  event  the  Company  loses  one or  more  contracts  or
     principal customers;

     dependence on the satellite  command and control industry and the potential
     failure to diversify  the  Company's  product and service  offerings and to
     expand its markets for commercial applications;

     possible  difficulties  in raising  private or public capital for financing
     working  capital needs and  potential  acquisitions  on terms  favorable or
     acceptable to the Company;

     the  possible  inability of the Company to find or secure  acquisitions  on
     terms  favorable  or  acceptable  to the Company in pursuit of its plan for
     growth and diversification;

     the unanticipated expense of new product development, the potential failure
     by the Company to develop new products under  development  and others to be
     developed in the future  successfully or on a timely basis, and the failure
     of such products to achieve substantial market acceptance;

     the potential loss of customers or  opportunities  because of the Company's
     relationship as a competitor to some of its principal customers;

     the potential loss of other customer opportunities because of the Company's
     subcontractor relationship with Motorola Inc. on the IRIDIUM project;

     the  possibility  that  Motorola  will elect not to move  forward  with the
     Celestri/Teledesic project, or that Motorola may choose a vendor other than
     the Company; and

     the  potential  impact of  increases  in salary  rates due to the amount of
     revenue related to services.

The Company  cannot assure that it will be able to anticipate or respond  timely
to changes which could  adversely  affect its  operating  results in one or more
fiscal  quarters.  Results  of  operations  in any  past  period  should  not be
considered indicative of results to be expected in future periods.  Fluctuations
in operating  results may result in  fluctuations  in the price of the Company's
common stock.

YEAR 2000 ISSUES

Some existing  computer  programs will be unable to recognize  dates properly in
the Year 2000  ("Y2K") and beyond.  During 1997,  Exigent  conducted an informal
study  of  its  products,  systems  and  operations,   including  systems  under
development,  to  improve  business  functionality,  to  identify  those  of its
computer  hardware,  software and process  control  systems that do not properly
recognize  dates after  December  31,  1999,  and those that are linked to third
parties'  systems.  Based on this informal  study,  Exigent  recognized that the
OS/COMET  product  required  certain  modifications  to be Y2K compliant.  Those
modifications  have been made to the software  and are  available in the current
release,  Version 3.5.  Exigent has also initiated  communications  with certain
third parties whose computer systems'  functionality  could adversely impact the
Company. These communications will facilitate  coordination of any necessary Y2K
conversions  and will,  additionally,  permit Exigent to determine the extent to
which the Company may be  vulnerable  to the failure of third parties to address
their own Y2K issues.

The costs of Exigent's Y2K  compliance  efforts are being funded with cash flows
from  operations.  Some of these  costs  relate  solely to the  modification  of
existing  systems,  while others are for new systems that will improve  business
functionality.  In total,  these  costs  are not  expected  to be  substantially
different  from the  normal,  recurring  costs  that are  incurred  for  systems
development  and  implementation,  in part due to the  reallocation  of internal
resources and the deferral of other projects.  As a result,  these costs are not
expected  to have a material  adverse  effect on  Exigent's  overall  results of
operations or cash flows.

The  assessment  of the  costs  of  Exigent's  Y2K  compliance  effort,  and the
timetable for the Company's planned completion of its own Y2K modifications, are
management's   best   estimates.   These  estimates  were  based  upon  numerous
assumptions  regarding future events,  including assumptions as to the continued
availability of certain resources, and, in particular,  personnel with expertise
in this  area,  and as to the  ability  of such  personnel  to locate and either
re-program or replace,  and test, all affected computer  hardware,  software and
process control systems in accordance with the Company's planned schedule. There
can be no guarantee that these estimates will prove accurate, and actual results
could differ from those estimated if these assumptions prove inaccurate.

Based upon progress to date, however,  Exigent believes that it is unlikely that
the foregoing  factors will cause actual  results to differ  significantly  from
those  estimated.  As to the  systems  of the third  parties  that are linked to
Exigent's, there can be no guarantee that those of such systems that are not now
Y2K-compliant will be timely converted to compliance. Additionally, there can be
no  guarantee  that  third  parties  of  business  importance  to  Exigent  will
successfully  and  timely  reprogram  or  replace,  and  test,  all of their own
computer  hardware,  software  and  process  control  systems.  Exigent  has  no
specific  contingency  plan in the event that systems of third  parties that are
linked to Exigent's prove to be  non-Y2K-compliant.  Exigent does not anticipate
the impact of such non-compliance to be material.


Part II.  Other Information

Item 2.  Changes in Securities

At the Company's Annual Meeting of Stockholders held June 30, 1998, stockholders
approved a Second Amended and Restated  Certificate of  Incorporation  (the "New
Charter"),  which superseded the Company's existing Certificate of Incorporation
(the "Old  Charter").  The New Charter is attached  hereto as Exhibit 3.1 and is
incorporated herein by reference.

The Old Charter provided for 45,600,000  shares, of which 30,000,000 shares were
designated as "Common Shares", 600,000 shares were designated as "Class B Common
Shares",  and 15,000,000  shares were designated as "Preferred  Shares" of which
5,000,000 shares were designated as "Class A Preferred Shares".  The New Charter
provides for 45,700,000 authorized shares, of which 40,000,000 are designated as
"Common  Shares",  5,000,000  shares are  designated as  "Preferred  Shares" and
700,000 are  designated  as "Class A  Preferred  Shares".  The New Charter  thus
eliminates  the  authorized  but unissued  Class B common shares and reduces the
number of authorized Preferred Shares and Class A Preferred Shares.

The New  Charter  eliminates  preemptive  rights  for  the  holders  of  Class A
Preferred Shares with respect to the issuance of Class A Preferred  Shares.  The
Corporation is no longer authorized to issue Class A Preferred Shares.

Both the Old  Charter  and the New Charter  provide  that the Common  Shares and
Class A Preferred Shares shall have equal dividend  rights,  and the Corporation
shall not declare/pay dividends on one of such classes unless an equal amount is
paid/declared  on the other class.  The Old Charter  provided that Common Shares
shall be distributed only as stock dividends on Common Shares and that dividends
can only be declared with respect to Common  Shares or Class A Preferred  Shares
if a stock  dividend of the same number of shares is  declared  with  respect to
both such classes.  The New Charter does not contain a parallel provision (since
there  are no  authorized  Class  A  Preferred  Shares  available  for  dividend
distribution)  but  gives  the  Board  greater  flexibility  by  providing  that
dividends regarding Common Shares, Preferred Shares and Class A Preferred Shares
are in the discretion of the Board.

The voting provisions in Section 4(d) of the Old Charter have been significantly
modified:

     1. Section  4(d)(i) of the Old Charter  gave  holders of Common  Shares and
     voting Preferred Shares (other than Class A Preferred  Shares) the right to
     designate 25% of the members of the Board of Directors;  holders of Class A
     Preferred  Shares  had the right to  designate  75% of the  members  of the
     Board. The New Charter does not give any class of stockholders the right to
     designate  a  specific  percentage  of  directors.  Under the New  Charter,
     directors  shall be  elected by  stockholders  on the basis of one vote for
     each  share of voting  stock  held,  including  Common  Shares  and Class A
     Preferred  Shares.  Under the New Charter, special  voting  rights could be
     given to the  holders  of  Preferred  Shares if the Board so  desired  (see
     Sections  6.1 and 6.2 of the New  Charter  which  authorizes  the  Board to
     designate such rights and preferences to a series of Preferred Shares as it
     deems appropriate).

     2.  Section  4(d)(ii) of the Old Charter  provided  that  holders of Common
     Shares and all classes of voting Preferred  Shares,  other than the Class A
     Preferred Shares, were entitled to vote together as a separate class on the
     removal,  with or without cause,  of any director  elected by such holders.
     Section 9.6 of the New Charter  provides that,  subject to the right of the
     holders  of  Preferred  Shares,  directors  may be removed by holders of at
     least 60% of the Common Shares,  with or without cause, unless the Board is
     classified  in which  case  removal  can only be for  cause.  Under the New
     Charter,  the Board will be  classified  commencing  with the  election  of
     directors at the 1999 Annual Meeting of Stockholders.

     3.  Section  4(d)(iii)  of the Old Charter set forth how  vacancies  in the
     Board were to be  filled,  specifying  that any  vacancy in the office of a
     director elected by one or more classes of stockholders (other than Class A
     Preferred  Shares)  was to be filled by a vote of such  holders  and in the
     absence  of such a vote,  such  vacancy  was to be filled by the  remaining
     directors.  Since the New Charter does not provide for directors designated
     by a  particular  class of  stockholders,  vacancies  are to be filled by a
     majority  vote of the  directors  then in office  (see  Section  9.5 of the
     Proposed  Charter)  subject to the rights of any holder of Preferred Shares
     should such holders be given such right in the future.

     4.  Section  4(d)(iii)  of the Old  Charter  provided  that the  Board  may
     increase the number of directors.  Section 9.2 of the New Charter  provides
     that the Board shall fix the number of  directors  in  accordance  with the
     bylaws.

     5. Section  4(d)(iii) of the Old Charter  provided  that if the size of the
     Board was increased, the percentage of Board seats reserved for election by
     the holders of Common Shares and voting Preferred Shares, and by holders of
     Class A  Preferred  Shares,  respectively,  should be  maintained.  The New
     Charter does not have a parallel provision since no class of shares has the
     right to designate a specific percentage of the directors.

     6. Section  4(d)(iv) of the Old Charter provided that the holders of Common
     Shares and voting  Preferred  Shares (other than Class A Preferred  Shares)
     shall  not  have  the  right  to  elect  25% of the  directors  if,  on the
     applicable record, the number of such issued and outstanding shares is less
     than 10% of the  aggregate  issued  and  outstanding  voting  shares of all
     classes.  The New Charter does not have a parallel provision since no class
     of shares has the right to designate a specific percentage of directors.

The New and Old Charters are  substantively the same relating to the liquidation
rights,  voluntary  conversion  rights  and  right to one vote per  share of the
holders of Class A  Preferred  Shares.  The New  Charter  does not  contain  the
provisions  set forth in Section  6(a) of the Old Charter  which  included (a) a
requirement  for 100% consent of holders of Class A Preferred  Shares to approve
transfers of Class A Preferred Shares,  (b) share dividends of Class A Preferred
Shares  only  with  respect  to Class A  Preferred  Shares,  and (c)  provisions
relating to the right of holders of Class A Preferred Shares to elect 75% of the
directors and remove and replace such directors.

<PAGE>

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


(a)  The Company held its Annual Meeting of Stockholders on June 30, 1998.
(b)  Each of the persons named in the Proxy  Statement as a nominee for director
     was elected at the Annual Meeting.
(c)  The following are the voting results of each of the matters voted on by the
     stockholders at the Annual Meeting:

1. The adoption of the Second Amended and Restated  Certificate of Incorporation
of the Company  was approved by the following  vote: For,  2,524,002;  Against,
744,524; Abstain, 13,622; and Broker Non-Votes, 451,666.

2.  The  election  of the  following  directors,  who  will  serve  until  their
successors are elected and qualified, or their earlier death or resignation:

                                                               BROKER
                               FOR             ABSTAIN         NON-VOTES
----------------------- ----------------- ----------------- -------------------
B.R. "Bernie" Smedley       2,932,922          332,821          451,666
----------------------- ----------------- ----------------- -------------------
Don F. Riordan, Jr.         2,519,826          745,917          451,666
----------------------- ----------------- ----------------- -------------------
William K. Presley          2,436,898          828,845          451,666
----------------------- ----------------- ----------------- -------------------
Robert M. Janowiak          2,994,023          271,720          451,666
----------------------- ----------------- ----------------- -------------------
Arthur H. Collier           3,092,138          173,605          451,666
----------------------- ----------------- ----------------- -------------------
Scott B. Helm               2,968,163          297,580          451,666
----------------------- ----------------- ----------------- -------------------
Daniel J. Stark             3,059,975          205,768          451,666
----------------------- ----------------- ----------------- -------------------

3. The adoption of Incentive  Stock Option Plan 1Q was approved by the following
vote: For, 2,601,494;  Against, 526,844; Abstain, 145,628; and Broker Non-Votes,
451,666.

4. The adoption of Incentive  Stock Option Plan 3Q was approved by the following
vote: For, 2,665,131;  Against, 459,211; Abstain, 149,624; and Broker Non-Votes,
451,666.

5. The adoption of Incentive  Stock Option Plan 4Q was approved by the following
vote: For, 2,799,523;  Against, 330,228; Abstain, 144,215; and Broker Non-Votes,
451,666.

6. The adoption of  Independent  Director  Stock Option Plan 5NQ was approved by
the following vote: For, 2,483,922;  Against,  639,250;  Abstain,  150,794;  and
Broker Non-Votes, 451,666.

7. The  adoption of Stock Option Plan 6NQ was  approved by the  following  vote:
For, 1,998,610;  Against,  1,126,264;  Abstain,  149,092;  and Broker Non-Votes,
451,666.

8.  The  ratification  of the  selection  of the  firm of  Ernst & Young  LLP as
independent auditors of the Company for its fiscal year ending December 31, 1998
was approved by the following vote: For, 3,385,324;  Against,  198,764; Abstain,
142,394; and Broker Non-Votes, 0.

The text of the items  referred  to under  this Item 4 is set forth in the Proxy
Statement  dated  June  4,  1998  previously   filed  with  the  Commission  and
incorporated herein by reference.

Item 5.  Other Information

Stockholders  who  intend to submit  proposals  at the 1999  Annual  Meeting  of
Stockholders without including them in the Proxy Statement for such meeting must
notify  the  Company  of this  intention  no later  than  March 30,  1999.  Such
proposals  must  otherwise be in compliance  with the Company's  Certificate  of
Incorpration,   Bylaws  and  applicable   laws,   rules  and   regulations   for
consideration at the 1999 Annual Meeting.


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

List of Exhibits    Description

3.1                 Second Amended and Restated Certificate of Incorporation.

3.2                 Amended and Restated Bylaws.

27                  Financial Data Schedule.

(b)  Reports on Form 8-K:

A Report on Form 8-K was filed on May 21,  1998 to report:  (i) the  adoption by
the Company of an employee stock option plan, Stock Option Plan 6NQ,  permitting
employees who are granted  options  thereunder to purchase up to 500,000  Common
Shares of  Exigent  for a period of not more than  three  years from the date of
grant  of the  option,  at an  exercise  price  of  $2.25  per  share,  and  the
registration  on Form S-8 of the 500,000 Common Shares  underlying such options,
(ii) the award to Exigent in May 1998 of a $61.5 million contract, and (iii) the
appointment in May 1998 of Scott Bradford Helm to Exigent's Board of Directors.



<PAGE>



                                   SIGNATURES

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

                                  Exigent International, Inc.

September 14, 1998                By:/s/ B.R. Smedley
Date                                 ------------------------------------
                                         B.R. "Bernie" Smedley, 
                                         Chief Executive Officer



September 14, 1998                By:/s/ Don F. Riordan, Jr.,
Date                                 ------------------------------------
                                         Don F. Riordan, Jr., 
                                         Chief Financial Officer