SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                   FORM 10-K/A
                                (Amendment No. 1)

(Mark One)


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


For the fiscal year ended September 30, 1999


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

For the transition period from _________ to _________

                         Commission file number 0-24928

                           THE SOLOMON-PAGE GROUP LTD.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)



                   Delaware                              51-0353012
          -------------------------------           ----------------------------
          (State or other jurisdiction of           (IRS Employer Identification
          incorporation or organization                     Number)


              1140 Avenue of the Americas, New York, New York 10036
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (212) 403-6100


          Securities registered pursuant to Section 12(b) of the Act:

                                      None


          Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, par value $.001

                         Common Stock Purchase Warrants


         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 /  /


<PAGE>

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-K contained in this form,  and no disclosure  will be
contained,  to the best of the  Registrant's  knowledge,  in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   /X/

         The aggregate  market value of the voting stock held by  non-affiliates
of the Registrant computed by reference to the price at which the stock was sold
on December 17, 1999 was  approximately  $5,093,064.  Solely for the purposes of
this  calculation,  shares held by directors and officers of the Registrant have
been  excluded.  Such  exclusion  should  not be  deemed a  determination  or an
admission by the Registrant that such  individuals  are, in fact,  affiliates of
the Registrant.

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date: At January 20, 2000,
there were outstanding  4,153,948 shares of the Registrant's Common Stock, $.001
par value.





<PAGE>
                                    PART III

ITEM 10.   DIRECTORS,   EXECUTIVE  OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
           COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT


                                                             Expiration of
                                                            Current Term of
Name                                      Age              Office as Director
----                                      ---              ------------------

Class I Directors:
Lloyd Solomon                              40                     2000
Joel A. Klarreich                          53                     2000
Class II Directors:
Herbert Solomon                            69                     2001
Eric M. Davis                              38                     2001
Class III Directors:
Scott Page                                 34                     2002
Edward Ehrenberg                           69                     2002

         Lloyd  Solomon  (Class  I) has been the Vice  Chairman  of the Board of
Directors and the Chief Executive  Officer of the Company since June 1995. Prior
to his election to these  positions,  he had been the  President or an Executive
Vice President and a director of the Company since the inception of its business
in 1990.  From 1986  through  1990,  Mr.  Solomon  served as an  Executive  Vice
President of Rand Thomson  Consulting  Group,  a personnel  services  firm.  Mr.
Solomon  received  an M.B.A.  from New York  University  and a B.A.  from Boston
University.  He is the son of Herbert  Solomon and the  brother-in- law of Scott
Page.

         Joel A.  Klarreich  (Class I) has been a director of the Company  since
June 1995. Mr. Klarreich has been a practicing attorney since 1968 and member of
the law firm of Tannenbaum  Helpern Syracuse & Hirschtritt LLP since 1996. He is
general counsel to the  Association of Personnel  Consultants of New York State,
the sole statewide trade  association of permanent  placement firms in New York.
From 1988 to 1996, Mr. Klarreich was a member of the law firm of Klein,  Heisler
& Klarreich,  P.C. He has a B.B.A. from the City College of the City of New York
and J.D. from St. John's University School of Law.

         Herbert  Solomon  (Class II) has been the  Chairman of the Board of the
Company since August 1990,  shortly after he retired from his previous executive
career in the apparel and retail industries.  From 1981 to 1990, Mr. Solomon was
Executive Vice President --  Merchandising  of Amcena  Corporation,  which owned
Ohrbach's, a leading apparel retailer.  From 1976 to 1981, he served as Chairman
of the Board and Chief Executive  Officer of Ohrbach's.  Mr. Solomon  received a
B.B.A.  degree from Bernard  Baruch College of the City of New York. Mr. Solomon
is the father of Lloyd Solomon and the father-in-law of Scott Page.

         Eric M. Davis (Class II) has been Vice  President  and Chief  Financial
Officer of the Company since  February 1994, and a director of the Company since
September  1994.  From 1984  through  February  1994,  Mr. Davis was employed by
Mortensen and  Associates,  P.C., a predecessor  of Moore  Stephens,  P.C.,  the
Company's  auditors.  Mr. Davis is a Certified Public  Accountant and received a
B.S. degree from Davis & Elkins College, Elkins, West Virginia.

         Scott Page (Class III) has been the President of the Company since June
1995.  Prior to becoming  President,  he had been an Executive Vice President of
the Company since August 1991, when he was also elected a director. From 1989 to
1991, Mr. Page served as a managing  director of Rand Thomson  Consulting Group.
Mr. Page is the son-in-law of Herbert  Solomon and the  brother-in-law  of Lloyd
Solomon.


<PAGE>

         Edward  Ehrenberg  (Class III) has been a director of the Company since
June 1995. Mr. Ehrenberg has been the President of Tele-Matic  Company,  Inc., a
wholesale  distributor of commercial  laundry  equipment,  since 1999.  Prior to
that, Mr.  Ehrenberg was the President of E.E.  Enterprises,  a consulting firm,
since  1988.  Mr.  Ehrenberg  was Vice  President  and  General  Manager of U.S.
Operations of  Electrocatalytic,  Inc., a manufacturer  and marketer of cathodic
protection and chlorine  generating  products,  from March 1995 to June 1995. He
was  Executive  Vice  President  of Enzon,  Inc.,  a public  biotech  company in
Piscataway,  New Jersey from August 1991 to August 1992. Mr.  Ehrenberg has held
executive positions with the Ford Motor Company, Xerox,  International Harvester
and was Chairman and Chief Executive Officer of CH Holdings,  Chicago,  Illinois
prior to moving to New  Jersey.  Mr.  Ehrenberg  has an M.B.A.  from the Wharton
School of the University of Pennsylvania and a B.S. from New York University.


ITEM 11.   EXECUTIVE COMPENSATION.

         The following table provides  summary  information  concerning cash and
certain other compensation paid or accrued by the Company to or on behalf of the
Company's Chief Executive Officer and each of the other most highly  compensated
executive  officers of the Company  whose  compensation  exceeded  $100,000 (the
"Named Executive  Officers") for the three years ended September 30, 1999, 1998,
1997.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                        Long-Term
                                                                                      Compensation
                                        Annual Compensation                             Awards
                                    -----------------------------------------  --------------------------
                                                                 Other Annual  Restricted                      All Other
      Name and                                                   Compensation    Stock                       Compensation
   Principal Position       Year     Salary($)     Bonus($)         ($)(1)     Awards ($)    Options(#)(2)        (3)
   ------------------       ----     ---------     --------         ------     ----------    -------------        ---
<S>                         <C>      <C>           <C>                <C>          <C>        <C>              <C>
Herbert Solomon             1999     $225,000      $130,000           --            --            --           $17,136
Chairman of the Board.......1998      225,000            --           --            --            --            17,136
                            1997      225,000            --           --            --            --            17,136

Lloyd Solomon               1999     $350,000      $312,335(4)        --            --            --           $18,238
Chief Executive Officer.....1998      350,000       100,000           --            --            --            18,238
                            1997      350,000       200,000           --            --            --            18,238

Scott Page                  1999     $200,000    $1,955,239(5)        --            --            --           $13,457
President...................1998      200,000       942,090(5)        --            --            --            13,457
                            1997      200,000       731,505(5)        --            --            --            13,457

Eric M. Davis
Vice President - Finance    1999     $200,000       $50,000           --            --            --                --
Chief Financial Officer.....1998      175,000        25,000           --            --            --                --
                            1997      150,000        25,000           --            --        10,000                --
</TABLE>

---------------------
(1)        Although the Named Executive  Officers  receive  certain  perquisites
           such as auto  allowances and Company credit cards,  the value of such
           perquisites  did not exceed for any  officer the lesser of $50,000 or
           10% of the officer's salary and bonus.
(2)        No Stock Appreciation Rights have been awarded by the Company.
                                         (footnotes continued on following page)


                                       -2-

<PAGE>

(3)        Represents  premiums paid by the Company with respect to split-dollar
           life  insurance  obtained  for the  benefit  of the  Named  Executive
           Officers.
(4)        Represents a bonus,  the amount of which was  calculated  and paid in
           accordance with the terms of Mr. Solomon's employment agreement.
(5)        Represents  commissions payable under Mr. Page's employment agreement
           equal  to 30% of  the  revenues  generated  by  his  recruitment  and
           placement activities as a recruitment and placement counselor.


                  The following table sets forth certain  information  regarding
unexercised  stock options held by the Named Executive  Officers as of September
30, 1999. No stock options were granted to or exercised by such officers during
the fiscal year ended September 30, 1999.

                    AGGREGATED FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>

                            Number of Securities Underlying
                               Unexercised Options at          Value of Unexercised in-the-Money Options
                               September 30, 1999(#)                    at September 30, 1999($)
      Name                    Exercisable/Unexercisable               Exercisable/Unexercisable (1)
      ----                    -------------------------               -----------------------------

<S>                                  <C>                                 <C>
Herbert Solomon...............         350,000/0                            $294,748/0
Lloyd Solomon.................         350,000/0                            $294,748/0
Scott Page....................         350,000/0                            $294,748/0
Eric M. Davis.................       56,667/23,333                       $44,100/$22,300
</TABLE>

--------------------
(1)      Based on the market value,  as reported on the Nasdaq Small Cap Market,
         of $2.69 per share of Common Stock at  September  30, 1999 and exercise
         prices ranging from $1.25 to $2.50 per share.


EMPLOYMENT AGREEMENTS

         The Company has entered into employment agreements with each of Herbert
Solomon,  Lloyd Solomon and Scott Page,  dated June 14, 1993 and amended June 8,
1995 in the case of Lloyd  Solomon  and Scott Page,  pursuant  to which  Herbert
Solomon  agreed to serve as Chairman of the Board of the Company,  Lloyd Solomon
agreed to serve as Vice Chairman of the Board and Chief Executive Officer of the
Company and Scott Page agreed to serve as President of the Company.  Pursuant to
his employment  agreement,  Herbert Solomon  receives a base salary of $225,000,
which  amount is to be annually  reviewed  and may be  increased by the Board of
Directors and, in addition,  payments equal to 20% of the revenues  generated by
his  recruitment  and  placement  activities  as  a  recruitment  and  placement
counselor.  Pursuant to his employment agreement,  Lloyd Solomon receives a base
salary of $350,000, which amount is to be annually reviewed and may be increased
by the Board of Directors,  and, in addition,  incentive  compensation  for each
fiscal year during the term of his  employment  equal to that  percentage of the
Company's  pre-tax  operating  income as equals the  percentage of the Company's
revenue  represented  by  the  Company's  pre-tax  operating  income.  By way of
example,  in a particular year,  should the Company's  pre-tax  operating income
equal 5% of the Company's revenue, Lloyd Solomon would be entitled to receive as
incentive  compensation an amount equal to 5% of the Company's pre-tax operating
income. Pursuant to his employment agreement,  Scott Page receives a base salary
of $200,000, which amount is to be annually reviewed and may be increased by the
Board of  Directors  and, in  addition,  payments  equal to 30% of the  revenues
generated by his  recruitment  and placement  activities  as a  recruitment  and
placement counselor.

         Each employment agreement provided for an initial term which ended June
13, 1998, and which was, and currently is expected to be, extended automatically
from year-to-year  unless terminated by either party. Each employment  agreement
provides that if the employee is  terminated  other than for "cause" (as defined
therein),  he is to continue to receive the compensation  provided for under his
employment agreement,  and that if he becomes disabled (as defined therein), the
Company may elect to place him on disability  status, in which event he would be
paid one-half

                                       -3-

<PAGE>
of the compensation provided for under his employment  agreement.  Each of these
employment  agreements  provides for liquidated  damages equal to 2.99 times the
"base amount" (as such term is defined in Section  280G(b)(2)(A) of the Internal
Revenue Code of 1986, as amended,  (the "Code")) of the employee's  compensation
during the most  recent  fiscal  year in the event of a change in control of the
Company,  which is defined therein to mean (a) a change in control as defined in
Rule 12b-2 under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  (b) a person (as such term is defined in Sections 13(d) and 14(d) of the
Exchange Act) other than a current  director or officer of the Company  becoming
the beneficial owner, directly or indirectly,  of 20% of the voting power of the
Company's outstanding securities or (c) the members of the Board of Directors at
the beginning of any two-year  period  ceasing to constitute at least a majority
of the Board of Directors  at any time during such  two-year  period  unless the
election of any new director  during such period has been approved in advance by
two-thirds of the directors in office at the beginning of such two-year  period.
Each  employment  agreement  prohibits  the  employee  from  competing  with the
Company's  business  during  the  term  thereof  and for a  period  of one  year
thereafter.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Herbert Solomon, one of three members of the Compensation  Committee of
the Board of  Directors,  is a director,  executive  officer and employee of the
Company.  The other members of the  Compensation  Committee are Edward Ehrenberg
and Joel A. Klarreich.

1993 LONG-TERM INCENTIVE PLAN

         On August 6, 1993, the Company adopted the 1993 Incentive Plan in order
to  motivate  qualified  employees  of the  Company,  to assist  the  Company in
attracting  employees  and to align the  interests of such persons with those of
the Company's  stockholders.  The 1993  Incentive Plan provides for the grant of
"incentive  stock  options"  within  the  meaning  of  Section  422 of the Code,
"non-qualified  stock options,"  restricted stock,  performance grants and other
types  of  awards  to  officers,  key  employees,  consultants  and  independent
contractors of the Company and its affiliates.

         The 1993  Incentive  Plan,  which is  administered  by the Stock Option
Committee  of the Board of  Directors,  currently  authorizes  the issuance of a
maximum of 1,500,000  shares of Common  Stock,  which may be either newly issued
shares, treasury shares,  reacquired shares, shares purchased in the open market
or  any  combination  thereof.  If any  award  under  the  1993  Incentive  Plan
terminates,  expires  unexercised,  or is cancelled,  the shares of Common Stock
that would otherwise have been issuable  pursuant  thereto will be available for
issuance  pursuant  to the grant of new  awards.  The number of shares of Common
Stock  available  under the 1993  Incentive  Plan and the terms of any option or
other award granted thereunder are subject to adjustment in the event of a stock
split,  combination  of shares,  stock  dividend or certain  other events if the
Stock Option  Committee  determines that such event  equitably  requires such an
adjustment.  In the event of a change in control of the  Company  (as defined in
the 1993  Incentive  Plan),  the 1993 Incentive Plan provides among other things
that all stock options  outstanding  on the date of such change in control shall
become immediately exercisable in full.

         As of December 31, 1999, there were options  outstanding under the 1993
Incentive Plan with respect to an aggregate of 1,335,918 shares of Common Stock.
Of these,  Herbert Solomon,  Lloyd Solomon and Scott Page held five-year options
with  respect to 150,000  shares of Common Stock each,  at an exercise  price of
$1.375  per share,  all of which were then  exercisable.  Other  employees  held
options with 10-year  terms with respect to an aggregate of 815,918  shares,  at
exercise prices ranging from $.625 to $3.50 per share. Of such options,  Eric M.
Davis held options to purchase 30,000 shares  exercisable at $2.50 per share and
options to purchase 40,000 shares  exercisable at $1.25 per share. Each of these
options  may  be  exercised  as to  one-third  of  the  shares  covered  thereby
commencing on the third  anniversary  of the date of the grant,  as to a further
one-third of such shares commencing on the fourth anniversary thereof, and as to
the  remaining  shares  covered  thereby  commencing  on the  fifth  anniversary
thereof.


                                       -4-

<PAGE>
1996 STOCK OPTION PLAN

         On September 17, 1996,  the Company  adopted the 1996 Stock Option Plan
(the "1996  Plan") in order to provide  additional  incentive  to the  officers,
directors  and employees of the Company who are  primarily  responsible  for the
management  and growth of the Company,  and to  consultants  and advisors to the
Company who otherwise materially  contribute to the conduct and direction of its
business,  and  to  retain  and  attract  to the  Company's  employ  persons  of
competence.

         The 1996 Plan,  which is administered by the Stock Option  Committee of
the Board of  Directors,  currently  authorizes  the  issuance  of a maximum  of
1,000,000  shares of Common Stock,  no more than 200,000 of which may be granted
to any  individual in any given year. In the event of a change in control of the
Company (as defined in the 1996 Plan), all stock options  outstanding  under the
1996 Plan shall become fully exercisable.  In addition,  if any option under the
1996  Plan  shall  expire  or  terminate  for any  reason  without  having  been
exercised,  the unpurchased  shares shall again be available for the purposes of
the 1996 Plan.

         As of the date hereof,  pursuant to the 1996 Plan,  options to purchase
132,156  shares  of  Common  Stock at an  exercise  price of $2.27 per share and
options to purchase  67,844 shares of Common Stock at an exercise price of $2.06
per share have been granted to each of Herbert Solomon,  Lloyd Solomon and Scott
Page, and options to purchase 10,000 shares of Common Stock at an exercise price
of  $2.375  have  been  granted  to Eric  Davis.  As of the date  hereof,  other
employees of the Company held options to purchase 255,500 shares pursuant to the
1996 Plan, at exercise prices ranging from $1.41 per share to $2.81 per share.

DIRECTOR COMPENSATION

         Directors who are not officers or employees of the Company receive such
compensation  for their services as the Board of Directors may from time to time
determine.  Currently,  directors who are not employees of the Company receive a
fee of $1,000 for each Board of Directors meeting attended,  and $1,000 per year
for  each  committee   upon  which  such  director   serves,   plus   reasonable
out-of-pocket  expenses.  Directors who are officers or employees of the Company
are not entitled to any compensation for their service as a director.

1995 DIRECTORS' STOCK OPTION PLAN

         On August 17,  1995,  the  Company  adopted the 1995  Directors'  Stock
Option  Plan (the  "Directors'  Plan"),  in which  each  director  who is not an
officer or employee of the Company (each an "Eligible  Director") is eligible to
participate. The purpose of the Directors' Plan is to secure for the Company and
its  stockholders  the  benefits  arising  from stock  ownership by its Eligible
Directors by providing a means  whereby such  Directors  may purchase  shares of
Common Stock pursuant to options granted in accordance with the Directors' Plan.
The Directors' Plan provides that each Eligible Director is to receive the grant
of an option to purchase 10,000 shares of Common Stock on the date such Eligible
Director is first elected as a member of the Board of  Directors.  To the extent
that shares of Common Stock remain  available for the grant of options under the
Directors'  Plan, on January 1st of each year  commencing  January 1, 1996, each
Eligible  Director is to be granted an option to purchase 3,000 shares of Common
Stock. Unless terminated earlier by the Board of Directors,  the Directors' Plan
will terminate on June 7, 2005.

         The Directors'  Plan,  which is administered by the Board of Directors,
currently  authorizes  the  issuance  of a maximum of  100,000  shares of Common
Stock,  subject to  adjustment,  pursuant  to the  exercise  of options  granted
thereunder.  Such shares may be  authorized  but unissued  shares or  reacquired
shares. The number of shares of Common Stock available under the Directors' Plan
is subject to  adjustment  to prevent  dilution  in the event of a stock  split,
combination  of shares,  stock  dividend or certain other  events.  If an option
granted under the Directors' Plan, or any portion thereof, expires or terminates
for any reason without having been exercised in full, the unpurchased  shares of
Common  Stock  covered by such option shall be  available  for future  grants of
options.

         As of the date hereof, options to purchase 20,000, 6,000, 6,000, 6,000,
6,000 and 6,000  shares of Common  Stock at exercise  prices of $2.00,  $0.5625,
$1.875, $3.688, $1.563 and $2.438 per share, respectively, have been granted

                                       -5-

<PAGE>

pursuant  to the  Director's  Plan,  and are  held in equal  proportions  by the
Eligible Directors, Edward Ehrenberg and Joel A. Klarreich.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth information  concerning ownership of the
Company's  Common  Stock as of  January  20,  2000 by each  person  known by the
Company  to be the  beneficial  owner of more than five  percent  of the  Common
Stock, each director,  each executive officer named in the summary  compensation
table and by all  directors  and  executive  officers of the Company as a group.
Unless otherwise indicated, the address of each person or entity listed below is
the Company's principal executive offices.

<TABLE>
<CAPTION>

      Name and Address                                Shares                 Percentage
of Beneficial Owner (1)                         Beneficially Owned(2)         of Class
-----------------------                         ------------------           ---------
<S>                                               <C>                          <C>
Herbert Solomon............................         862,600(3)                 17.20%
Lloyd Solomon..............................       1,135,000(3)                 21.46%
Scott Page.................................         951,900(3)                 18.64%
Eric M. Davis..............................         190,000(4)                  4.37%
Edward Ehrenberg(5)........................          20,500(6)                    (7)
Joel A. Klarreich(8).......................          20,500(6)                    (7)
All Directors and Executive Officers
 as a Group (6 persons)....................       3,180,500(9)                 43.36%
</TABLE>


--------------------------

(1)      All of such  persons  have sole  investment  and voting  power over the
         shares listed as being beneficially owned by them.
(2)      All  persons  identified  below as  holding  options  are  deemed to be
         beneficial  owners of shares of Common Stock subject to such options by
         reason of their  right to  acquire  such  shares  within 60 days  after
         January 20, 2000.
(3)      Includes  350,000  shares  subject to options.
(4)      Includes  80,000  shares subject to options.
(5)      Mr. Ehrenberg's address is 711 Daylily Drive,  Langhorne,  Pennsylvania
         19047.
(6)      Represents 20,500 shares subject to options.
(7)      Less than 1%.
(8)      Mr.   Klarreich's   address  is  c/o  Tannenbaum   Helpern  Syracuse  &
         Hirschtritt LLP, 900 Third Avenue, New York, New York 10022.
(9)      Includes 1,171,000 shares subject to options.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

                  Not Applicable.



                                       -6-

<PAGE>

         Pursuant to the  requirements  of Section 13 or 15(d) 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.

                               THE SOLOMON-PAGE GROUP LTD.


Dated: January 27, 2000              By: /s/ Lloyd Solomon
                                         -----------------
                                           Lloyd Solomon
                                           Vice Chairman and
                                           Chief Executive Officer



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated:


       Signature                    Title                            Date


/s/ Herbert Solomon       Chairman of the Board and Director    January 27, 2000
--------------------
Herbert Solomon


/s/ Lloyd Solomon         Vice Chairman of the Board, Chief     January 27, 2000
--------------------      Executive Officer and Director
Lloyd Solomon              (Principal Executive Officer)


/s/ Scott Page            President and Director                January 27, 2000
--------------------
Scott Page


/s/ Eric M. Davis         Vice President - Finance, Chief       January 27, 2000
--------------------      Financial Officer and Director
Eric M. Davis             (Principal Financial
                          and Accounting Officer)

*/s/ Edward Ehrenberg     Director                              January 27, 2000
--------------------
Edward Ehrenberg


*/s/ Joel A. Klarreich    Director                              January 27, 2000
---------------------
Joel A. Klarreich


    */s/ Eric M. Davis
    -------------------
    By:  Eric M. Davis
    Attorney-in-Fact


                                       -7-