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


                                   FORM 10-QSB



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

     For the quarterly period ended February 28, 1998

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the transition period from __________________ to _________________


                           Commission File No. 0-20879



                             PYR ENERGY CORPORATION
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)




           Delaware                                       95-4580642
-----------------------------                -----------------------------------
  (State or jurisdiction of                 (I.R.S. Employer Identification No.)
incorporation or organization)

 1675 Broadway, Suite 1150, Denver, CO                       80202
---------------------------------------                    ----------
(Address of principal executive offices)                   (Zip Code)


          Issuer's telephone number, including area code (303) 825-3748





     Check  whether  the issuer (1) 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
            -----  -----


                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     The number of shares  outstanding of each of the issuer's classes of common
equity as of April 17, 1998 is as follows:

          $.001 Par Value Common Stock                     9,154,804
                                                           ---------


<PAGE>


                             PYR ENERGY CORPORATION

                                   FORM 10-QSB
                                      INDEX





PART I.    FINANCIAL INFORMATION

   Item 1.  Financial Statements..........................................    3

            Balance Sheet - February 28, 1998 and August 31, 1997.........    3

            Statement of Operations - Quarter Ended and Six Months Ended
            February 28, 1998 and February 28, 1997 ......................    4

            Statement of Cash Flows - Six Months Ended February 28, 1998
            and February 28, 1997.........................................    5

            Notes to Financial Statements.................................    6

            Summary of Significant Accounting Policies....................    6

   Item 2.  Management's Discussion and Analysis or Plan of Operation.....    8


PART II. OTHER INFORMATION

   Item 1.  Legal Proceedings.............................................    12

   Item 2.  Changes in Securities.........................................    12

   Item 3.  Defaults Upon Senior Securities...............................    12

   Item 4.  Submission of Matters to a Vote of Security Holders...........    12

   Item 5.  Other Information.............................................    12

   Item 6.  Exhibits and Reports on Form 8-K..............................    12

   Signatures.............................................................    12




                                       2
<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS

                             PYR ENERGY CORPORATION
                          (A Development Stage Company)
                                 BALANCE SHEETS

                                     ASSETS

                                                        2/28/98       8/31/97
                                                      -----------   -----------
                                                      (UNAUDITED)
CURRENT ASSETS
  Cash                                                $ 1,080,963   $ 1,432,281
  Accounts receivable                                        --          10,000
  Other receivables                                       393,047          --
  Deposits and prepaid expenses                            21,678         4,196
                                                      -----------   -----------
    Total Current Assets                                1,495,688     1,446,477
                                                      -----------   -----------

PROPERTY AND EQUIPMENT, at cost
  Furniture and equipment, net                             67,381        28,540
  Undeveloped oil and gas prospects                       414,051       311,007
                                                      -----------   -----------
                                                          481,432       339,547
                                                      -----------   -----------
OTHER ASSETS, net                                           3,642         3,642
                                                      -----------   -----------
                                                      $ 1,980,762   $ 1,789,666
                                                      ===========   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                    $    35,209   $    60,064
  Accrued  and other liabilities                            7,620        10,184
                                                      -----------   -----------
    Total Current Liabilities                              42,829        70,248
                                                      -----------   -----------

  Capital lease obligation                                  3,281          --
                                                      -----------   -----------

    Total Liabilities                                      46,110        70,248

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Common stock, $.001 par value
        Authorized 30,000,000 shares
        Issued and outstanding - 9,154,804 shares           9,155         9,155
  Capital in excess of par value                        1,768,088     1,768,088
  Retained earnings/(accumulated deficit)                 157,409       (57,825)
                                                      -----------   -----------
                                                        1,934,652     1,719,418
                                                      -----------   -----------

                                                      $ 1,980,762   $ 1,789,666
                                                      ===========   ===========


                                       3
<PAGE>
<TABLE>
<CAPTION>


                                               PYR ENERGY CORPORATION
                                            (A Development Stage Company)
                                              STATEMENTS OF OPERATIONS
                                                     (UNAUDITED)


                                          Three            Three              Six              Six
                                         Months           Months            Months           Months           Inception
                                          Ended            Ended             Ended            Ended            Through
                                         2/28/98          2/28/97           2/28/98          2/28/97           2/28/98
                                        ---------        ---------         ---------        ---------         ---------

REVENUES
<S>                                     <C>              <C>               <C>              <C>               <C>      
  Consulting Fees                       $    --          $  32,528         $  10,000        $  47,528         $ 127,528
  Interest                                 10,806             --              26,545             --              32,141
  Gain on asset sale                      556,197             --             556,197             --             556,197
                                        ---------        ---------         ---------        ---------         ---------
                                          567,003           32,528           592,742           47,528           715,866


OPERATING EXPENSES
  General and administrative              173,373           17,740           361,290           28,109           504,969
  Interest                                    217             --                 217             --                 568
  Depreciation and amortization             6,427               81             9,760               81            10,811
                                        ---------        ---------         ---------        ---------         ---------
                                          180,017           17,821           371,267           28,190           516,348

NET INCOME BEFORE INCOME TAXES            386,986           14,707           221,475           19,338           199,518
   Income Taxes                             6,240             --               6,240             --               6,240

                                          380,746           14,707           215,235           19,338           193,278

INCOME APPLICABLE TO
   PREDECESSOR LLC                           --            (14,707)             --            (19,338)          (35,868)
                                        ---------        ---------         ---------        ---------         ---------

NET INCOME                              $ 380,746        $    --           $ 215,235        $    --           $ 157,410
                                        =========        =========         =========        =========         =========


NET INCOME PER COMMON SHARE             $    .042        $    .004         $    .024        $    .005         $    .028
                                        =========        =========         =========        =========         =========





                                                        4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                PYR ENERGY CORPORATION
                                            (A Development Stage Company)
                                              STATEMENTS OF CASH FLOWS
                                                     (UNAUDITED)

                                                                                                           Cumulative
                                                                  Six Months          Six Months         from Inception
                                                                 Ended 2/28/98       Ended 2/28/97         to 2/28/98
                                                                 -------------       -------------        -----------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                               <C>                 <C>                 <C>        
  Net income (loss)                                               $   215,235         $    19,338         $   193,278
    Adjustments to reconcile net income (loss) to net
      cash provided by operating activities
    Gain on sale of assets                                           (556,197)                               (556,197)
    Depreciation and amortization                                       9,760                  81              10,811
    Changes in assets and liabilities
      (Increase)/decrease in receivables                             (383,047)               --              (393,047)
      (Increase)/decrease in deposits and prepaids                    (17,482)               (525)            (21,678)
      Increase/(decrease) in accounts payable                         (24,855)               --                35,209
      Increase/(decrease) in accrued and other liabilities             (2,564)               --                 7,620
      Other                                                              --                (3,705)             (3,750)
                                                                  -----------         -----------         -----------

  Net cash provided/(used) by operating activities                   (759,150)             15,189            (727,754)
                                                                  -----------         -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of oil and gas interests                         850,078                --               850,078
  Cash paid for furniture and equipment                               (48,602)             (1,450)            (78,085)
  Cash paid for undeveloped oil and gas properties                   (396,925)               --              (707,932)
                                                                  -----------         -----------         -----------

  Net cash provided/(used) in investing activities                    404,551              (1,450)             64,061
                                                                  -----------         -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Members capital contributions                                          --                 4,000              64,000
  Distributions to members                                               --               (12,200)            (66,000)
  Net proceeds from capital lease obligation                            3,281                --                 3,281
  Cash from short-term borrowings                                        --                  --               285,000
  Repayments of short-term borrowings                                    --                  --              (285,000)
  Proceeds from sale of common stock                                     --                  --             2,023,750
  Cash paid for offering costs                                           --                  --              (280,711)
  Cash received upon recapitalization and merger                         --                  --                   336
                                                                  -----------         -----------         -----------

  Net cash (used) provided by financing activities                      3,281              (8,200)          1,744,656
                                                                  -----------         -----------         -----------

NET INCREASE/(DECREASE) IN CASH                                      (351,318)              5,539           1,080,963

CASH, BEGINNING OF PERIODS                                          1,432,281                --                  --
                                                                  -----------         -----------         -----------

CASH, END OF PERIODS                                              $ 1,080,963         $     5,539         $ 1,080,963
                                                                  ===========         ===========         ===========


</TABLE>
                                                       5
<PAGE>



                             PYR ENERGY CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements
                                February 28, 1998


The accompanying  interim  financial  statements of PYR Energy  Corporation (the
"Company")  are  unaudited.  In the  opinion of  management,  the  interim  data
includes  all  adjustments,  consisting  only of normal  recurring  adjustments,
necessary for a fair presentation of the results for the interim period.

The  financial  statements  included  herein  have been  prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain  information  and  footnote  disclosure  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted  pursuant  to  such  rules  and  regulations.
Management  believes the  disclosures  made are adequate to make the information
not misleading and recommends that these condensed financial  statements be read
in conjunction with the financial statements and notes included in the Company's
Form 10-KSB as of August 31, 1997.

PYR  Energy  Corporation  (formerly  known as Mar  Ventures  Inc.  ("Mar"))  was
incorporated  under the laws of the State of Delaware on March 27, 1996. Mar had
been a public company which had no  significant  operations as of July 31, 1997.
On August 6, 1997 Mar acquired  all the  interests in PYR Energy LLC ("PYR LLC")
(a Colorado Limited  Liability Company organized on May 31, 1996), a development
stage company as defined by Statement of Financial  Accounting  Standards (SFAS)
No. 7. PYR LLC, an independent oil and gas exploration company, had been engaged
in the acquisition of oil and gas properties for exploration and exploitation in
the  Rocky  Mountain  region  and  California.  As of August 6, 1997 PYR LLC had
acquired  only  non-producing  leases and  acreage and no  exploration  had been
commenced on the  properties.  Upon  completion of the acquisition of PYR LLC by
Mar,  PYR LLC ceased to exist as a separate  entity.  Mar  remained as the legal
surviving entity and,  effective  November 12, 1997, Mar changed its name to PYR
Energy Corporation.



SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     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 disclosure of contingent assets and liabilities at the date
     of the financial  statements and reported  amounts of revenues and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     CASH  EQUIVALENTS  - For  purposes of  reporting  cash  flows,  the Company
     considers as cash equivalents all highly liquid investments with a maturity
     of three  months or less at the time of  purchase.  At February  28,  1998,
     there were no cash equivalents.

                                       6

<PAGE>



     PROPERTY  AND  EQUIPMENT -  Furniture  and  equipment  is recorded at cost.
     Depreciation  is  provided  by use of the  straight-line  method  over  the
     estimated  useful  lives of the  related  assets  of  three to five  years.
          Expenditures   for   replacements,   renewals,   and  betterments  are
     capitalized. Maintenance and repairs are charged to operations as incurred.

     OIL AND GAS  PROPERTIES  - The  Company  follows  the full  cost  method to
     account for its oil and gas exploration and development  activities.  Under
     the full cost method,  all costs incurred which are directly related to oil
     and gas  exploration  and  development  are  capitalized  and  subjected to
     depreciation  and  depletion.  Depletable  costs also include  estimates of
     future  development costs of proved reserves.  Costs related to undeveloped
     oil and gas  properties  may be excluded from  depletable  costs until such
     properties are evaluated as either proved or unproved.  The net capitalized
     costs are subject to a ceiling limitation. Gains or losses upon disposition
     of oil and gas properties are treated as adjustments to capitalized  costs,
     unless the  disposition  represents a significant  portion of the Company's
     proved  reserves.  A separate  cost center is maintained  for  expenditures
     applicable to each country in which the Company conducts exploration and/or
     production   activities. 
          Undeveloped  oil and gas properties  consists  primarily of leases and
     acreage  acquired  by the  Company  for  its  exploration  and  development
     activities. The cost of these non-producing leases is recorded at the lower
     of cost or fair market value.
          The Company has adopted SFAS No. 121 "Accounting for the Impairment of
     Long-Lived  Assets  and for  Long-Lived  Assets  to Be  Disposed  of" which
     requires  that  long-lived  assets  to be held  and  used be  reviewed  for
     impairment  whenever events or changes in  circumstances  indicate that the
     carrying  amount of an asset may not be  recoverable.  The adoption of SFAS
     121 has not had an impact on the  Company's  financial  statements,  as the
     Company has determined  that no impairment  loss through  February 28, 1998
     need to be recognized for applicable assets of continuing operations.

     ORGANIZATION  COSTS - Costs related to the organization of the Company have
     been capitalized and are being amortized over a period of five years.

     INCOME  TAXES - The Company has  adopted  the  provisions  of SFAS No. 109,
     "Accounting  for Income Taxes".  SFAS 109 requires  recognition of deferred
     tax  liabilities  and assets for the expected  future tax  consequences  of
     events that have been inclu ded in the financial statements or tax returns.
     Under this method, deferred tax liabilities and assets are determined based
     on the difference  between the financial  statement and tax basis of assets
     and liabilities using enacted tax rates in effect for the year in which the
     differences are expected to reverse.


                                       7

<PAGE>





ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The  Company  is an  independent  oil and  gas  exploration  company  whose
strategic   focus  is  the   application   of  advanced   seismic   imaging  and
computer-aided  exploration technologies in the systematic search for commercial
hydrocarbon  reserves,  primarily  in the onshore  western  United  States.  The
Company  attempts to leverage its technical  experience  and expertise  with 3-D
seismic to identify  exploration  and  exploitation  projects  with  significant
potential  economic  return.  The  Company  intends to  participate  in selected
exploration  projects as a non-operating,  working interest owner,  sharing both
risk and rewards with its partners.  The Company has and will continue to pursue
exploration  opportunities  in regions  where the Company  believes  significant
opportunity  for  discovery  of oil and gas exists.  By reducing  drilling  risk
through 3-D seismic technology, the Company seeks to improve the expected return
on investment in its oil and gas exploration projects.

     During the six months and quarter  ended  February  28,  1998,  the Company
incurred  approximately  $397,000 and $258,000,  respectively for acquisition of
acreage and related direct costs with respect to its identified  exploration and
exploitation  projects.  The Company  undertook  no drilling and had no revenues
from oil and gas production during this period.

     The Company currently  anticipates that it will participate in the drilling
of one to four  exploratory  wells during the next twelve  months,  although the
number of wells may increase as  additional  projects are added to the Company's
portfolio.  However,  there  can be no  assurance  that any su ch wells  will be
drilled and if drilled that any of these wells will be successful.

     The Company currently has three active projects in the Southern San Joaquin
Basin of California:
          East Lost Hills - The Company has signed a joint  operating  agreement
     with seven established US and Canadian oil and gas exploration companies to
     participate  in the  drilling  of a  deep  wildcat  well  to  evaluate  the
     Company's  Mastiff  prospect  at East Lost  Hills.  The  Mastiff  well is e
     xpected  to spud  early  in the  second  calendar  quarter  of 1998  and is
     projected  to take  three to four  months to drill to its  target  depth of
     18,500 feet. As part of the agreement,  the industry partners have paid the
     Company a cash  consideration  and the Company  will retain a carried  6.5%
     working  interest  through  the tanks in this  initial  well.  The  Company
     currently owns an additional  3.8% working  interest for which its share of
     drilling costs is expected to be  approximately  $156,000.  The Company may
     elect to sell additional  portions of its working  interest or may elect to
     add to its current working interest in the future.

          School  Road - The  Company  expects to  commence  drilling  its first
     exploratory  well on its  School  Road  project  in the  second  quarter of
     calendar 1998. The total 100% dry hole cost of this well is projected to be
     about $850,000.  Completion costs are projected at an additional $500 ,000.
     It is anticipated  that this well will take  approximately 45 to 60 days to
     drill.  The  Company  currently  holds  a  100%  working  interest  and  is
     presenting this project to potential  industry  partners in order to sell a
     significant portion of its working interest and thereby limit its financial
     expenditures  for the cost of the  well.  The  Company  may  drill a second
     exploratory  well on this project late in calendar  1998. The costs for the
     second well are anticipated to be similar to the first exp loratory well.


                                       8

<PAGE>


          Southeast  Maricopa - The Company  has  commenced  acquisition  of 3-D
     seismic data in its Southeast Maricopa project. Cash commitments of as much
     as  $1,700,000  will be required to fund the 3-D seismic  permitting,  data
     acquisition and location  damages.  The Company also currently holds a 100%
     working  interest  in  this  project  and is  presenting  this  project  to
     potential  industry partners in order to sell a significant  portion of its
     working interest and thereby limit or eliminate its financial  expenditures
     for the cost of the 3-D seismic  project.  The Company  intends to drill an
     initial exploratory test well here in late calendar 1998.

     The Company has other  projects  identified in the Denver Basin of Colorado
and  Nebraska  and in the Big  Horn  Basin  of  Wyoming  and  Montana.  There is
currently no plan for  drilling  activity in these  projects  during the next 12
months. In addition, the Company continues to identify and evalua te acquisition
opportunities for exploration and exploitation opportunities.

     In connection with the implementation of its exploration,  exploitation and
potential  development  program,  the Company may use a portion of its  existing
cash  resources to expand its  technical  and support  staff.  As a result,  the
Company  anticipates that its general and  administrative  expenses may increase
during the next 12 months. Further, the Company anticipates incurring additional
legal,  administrative  and  accounting  costs in future  periods as a result of
being a public company.

     The Company's cash balance at February 28, 1998 was $1,080,963. The Company
has outstanding  warrants to issue 2,047,500 shares of its common stock at $1.75
per share.  These  Warrants  were to expire on April 15,  1998.  The Company has
elected to extend the expiration date of these Warrants to June 30, 1998. To the
extent that these warrants  expire without being  exercised,  the Company may be
limited in its  ability to  continue to fund its  exploration  and  exploitation
activities until  additional  financing is available.  The Company  continues to
seek  additional  sources  of  capital.  To the  extent  sufficient  funding  is
available and depending on the level of industry  partner  participation  in the
Company=s  exploration  projects,  capital  expenditures  for the next 12 months
could be as much as $5,750,000.  The Company  currently has no committed sources
for funding of these capital expenditures.

     The  Company  has no  outstanding  long-term  debt and  although  it has no
current  plan to do so, it may incur  long-term  debt in the  future in order to
fund development of oil and gas producing properties.


                                       9

<PAGE>




Results of Operations


     The six months ended  February 28, 1998  compared with the six months ended
February 28, 1997

Operations  during the six months  ended  February  28,  1998  resulted in a net
income of $215,435  compared  to net income of $19,338 for the six months  ended
February 28, 1997.

     Partial Sale of  Undeveloped  Oil and Gas  Property.  During the six months
ended  February  28,  1998,  the  Company  sold a portion of its East Lost Hills
project to industry  partners  for a total of $850,078  resulting  in a net gain
from the sale of $556,197.  The Company has retained a working in terest in this
project.

     Oil and Gas Revenues and Expenses.  The Company has not owned any producing
or  proved  oil and gas  properties.  Accordingly,  no oil and gas  revenues  or
expenses have been recorded by the Company.

     Depreciation, Depletion and Amortization. The Company recorded no depletion
expense from oil and gas  properties  for the six months ended February 28, 1998
or 1997.  The  Company has not owned any proved  reserves  and had no oil or gas
production.  The Company recorded nominal  depreciation e xpense associated with
capitalized  office  furniture and equipment  during the quarters ended February
28, 1998 and 1997.

     General and  Administrative  Expense.  The Company  incurred  $361,290  and
$28,109 in  general  and  administrative  expenses  during the six months  ended
February 28, 1998 and 1997,  respectively.  The increase  results from incurring
costs  associated  with the  hiring of  technical  personnel,  leasing of office
space,  legal and  accounting  costs  relating to the Company's  transition to a
public company and other costs  associated with  administering  and pursuing the
development of the Company's exploration and exploitation plan.

     Consulting  Fee  Revenue.  The Company  generated  $10,000 and $47,428 from
consulting  fees  during  the six  months  ended  February  28,  1998 and  1997,
respectively.  These  revenues are  considered  to be ancillary to the Company=s
focus of generating  revenues from oil and gas  production.  These revenues have
ceased and are not expected to occur in the future.


     The quarter  ended  February  28,  1998  compared  with the  quarter  ended
February 28, 1997

     Operations  during the quarter  ended  February 28, 1998  resulted in a net
income of  $380,746  compared  to net income of $14,707  for the  quarter  ended
February 28, 1997.

     Partial Sale of Oil and Gas Property. During the quarter ended February 28,
1998,  the  Company  sold a portion of its East Lost Hills  project to  industry
partners  for a total  of  $850,078  resulting  in a net  gain  from the sale of
$556,197. The Company has retained a working interest in this project.


                                       10

<PAGE>


     Oil and Gas Revenues and Expenses.  The Company has not owned any producing
or  proved  oil and gas  properties.  Accordingly,  no oil and gas  revenues  or
expenses have been recorded by the Company.

     Depreciation, Depletion and Amortization. The Company recorded no depletion
expense from oil and gas  properties for the quarters ended February 28, 1998 or
1997.  The  Company  has not owned  any  proved  reserves  and had no oil or gas
production.  The Company recorded nominal  depreciation exp ense associated with
capitalized  office  furniture and equipment  during the quarters ended February
28, 1998 and 1997.

     General and  Administrative  Expense.  The Company  incurred  $173,373  and
$17,740  in general  and  administrative  expenses  during  the  quarters  ended
February 28, 1998 and 1997,  respectively.  The increase  results from incurring
costs  associated  with the  hiring of  technical  personnel,  leasing of office
space, and legal and accounting costs relating to the Company's  transition to a
public company and other costs  associated with  administering  and pursuing the
development of the Company's exploration and exploitation plan.

     Consulting  Fee  Revenue.   The  Company  generated  $0  and  $32,528  from
consulting   fees  during  the  quarters  ended  February  28,  1998  and  1997,
respectively.  These  revenues are  considered  to be ancillary to the Company's
focus of generating  revenues from oil and gas production.  These revenues h ave
ceased and are not expected to occur in the future.









                           (Intentionally left blank)


                                       11

<PAGE>



PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     None

Item 2. Changes in Securities

     None

Item 3. Defaults Upon Senior Securities

     None

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

     None

Item 5. Other Information

     The Company has extended its Class "B" $1.75  Warrants  from April 15, 1998
     to June 30, 1998

Item 6. Exhibits and Reports on Form 8-K

     During the quarter  ended  February 28, 1998,  the  Registrant  filed three
     reports on Form 8-K reporting events occurring on January 19, 1998, January
     21, 1998 and January 30, 1998.

                                   SIGNATURES
                                   ----------

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

PYR ENERGY CORPORATION

       Signatures                          Title                      Date
       ----------                          -----                      ----


/s/ D. Scott Singdahlsen     Chief Executive Officer; President   April 20, 1998
--------------------------   and Chairman Of The Board
D. Scott Singdahlsen         



/s/ Andrew P. Calerich       Chief Financial Officer              April 20, 1998
--------------------------
Andrew P. Calerich



                                       12