UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
       [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934
             For the quarterly period ended September 30, 2001

       [ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934
             For the transition period from                 to                 .
                                            ---------------    ----------------

                        Commission File Number   000-26463
                                               --------------

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

                           BACTROL TECHNOLOGIES, INC.
     -----------------------------------------------------------------------
           (Name of small business issuer as specified in its charter)

             New York                                   11-2665282
------------------------------------     ---------------------------------------
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

                   c/o Associates Investment Corporation, Inc.
                        1109 North 21st Avenue, Suite 120
                            Hollywood, Florida 33020
        ----------------------------------------------------------------
                    (Address of principal executive offices)

                                 (954) 923-6002
        ----------------------------------------------------------------
                           (Issuer's telephone number)

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

As of September 30, 2001,  there were  1,070,004  shares of the issuer's  common
stock outstanding.

Transitional Small Business Disclosure Format (check one):   Yes [ ]  No [X]


<PAGE>

                           BACTROL TECHNOLOGIES, INC.

                                   FORM 10-QSB

                                      INDEX
<TABLE>

<S>          <C>                                                                                               <C>
PART I.      Financial Information

Item 1.      Financial Statements                                                                              Page no.
             Balance Sheets - September 30, 2001 and  December 31, 2000 .....................................      1

             Statements of Operations - Nine months ended September 30, 2001 and 2000 .......................      2

             Statement of Stockholders' Deficit - From August 31, 1983 (inception) through September 30,
             2001 ...........................................................................................      3

             Statements of Cash Flows - Nine months ended September 30, 2001 and 2000 .......................      4

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


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

PART II.     Other Information

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

Item 2.      Change in Securities and use of Proceeds .......................................................      12

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

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

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

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

Signatures   ................................................................................................      12
</TABLE>


<PAGE>

ITEM 1.  FINANCIAL INFORMATION

                           BACTROL TECHNOLOGIES, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                                  (UNAUDITED)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                       SEPTEMBER 30,       DECEMBER 31,
ASSETS:                                                                    2001               2000
                                                                       -------------       ------------
<S>                                                                       <C>                <C>
Note receivable - related party                                           $  1,500           $  1,500
                                                                          --------           --------
TOTAL ASSETS                                                              $  1,500           $  1,500
                                                                          ========           ========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES:

       Accounts payable and other                                         $ 75,000           $  5,600
                                                                          --------           --------
STOCKHOLDERS' DEFICIT:
       Common stock , $0.0001 par value, 50,000,000
         shares authorized, 1,070,004 and 660,004 shares
         issued and outstanding at September 30, 2001 and
         December 31, 2000, respectively                                       107                 66
       Additional paid-in capital                                          131,936             49,627
       Deficit accumulated during the development stage                   (205,543)           (53,793)
                                                                          --------           --------
Total stockholders' deficit                                                (73,500)            (4,100)
                                                                          --------           --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                               $  1,500           $   1,500
                                                                          ========           =========
</TABLE>

                       See notes to financial statements

                                      -1-
<PAGE>

                           BACTROL TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                            FROM
                                                                                                      AUGUST 31, 1983
                                                             FOR THE NINE MONTHS ENDED                   (INCEPTION)
                                                                    SEPTEMBER 30,                          THROUGH
                                                            2001                    2000              SEPTEMBER 30, 2001
                                                         -----------             -----------          ------------------
<S>                                                      <C>                     <C>                     <C>
REVENUE                                                  $         -             $         -             $    12,353
                                                         -----------             -----------             -----------
EXPENSES:
       Professional fees                                     151,750                       -                 202,638
       State taxes                                                 -                       -                  10,684
       Other                                                       -                       -                   4,574
                                                         -----------             -----------             -----------
            Total expenses                                   151,750                       -                 217,896
                                                         -----------             -----------             -----------

NET (LOSS)                                               $  (151,750)            $         -             $  (205,543)
                                                         ===========             ===========             ===========
NET (LOSS) PER COMMON SHARE
       (BASIC AND DILUTED)                               $     (0.16)            $         -
                                                         ===========             ===========
AVERAGE SHARES OUTSTANDING                                   976,263                 660,004
                                                         ===========             ===========
</TABLE>

                       See notes to financial statements

                                       -2-
<PAGE>

                           BACTROL TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
             FROM AUGUST 31, 1983 (INCEPTION) TO SEPTEMBER 30, 2001

<TABLE>
<CAPTION>
                                                      COMMON STOCK              ADDITIONAL                           TOTAL
                                              --------------------------         PAID-IN                         STOCKHOLDERS'
                                                SHARES          AMOUNT           CAPITAL           DEFICIT          DEFICIT
                                              ----------      ----------       -----------       -----------     -------------
<S>                                           <C>             <C>              <C>               <C>              <C>
Issuance of common stock
  on August 31, 1983 ($0.0001 per share)      10,000,000      $     1,000      $         -       $         -      $     1,000

Contributed Capital                                    -                -            4,072                 -            4,072

Issuance of common stock
  on May 16, 1988 ($0.0001 per share)          1,800,000              180                -                 -              180

1983-1998 net loss                                     -                -                -           (26,492)         (26,492)
                                             -----------      -----------      -----------       -----------      -----------

Balance at December 31, 1998                  11,800,000            1,180            4,072           (26,492)         (21,240)

Reverse stock split 20-1
 on October 4, 1999                          (11,210,000)          (1,121)           1,121                 -                -

Fractional shares                                      4                -                -                 -                -

Issuance of common stock for services
  ($0.20 per share)                               50,000                5            9,995                 -           10,000

Issuance of common stock for services
  ($0.05 per share)                               20,000                2              998                 -            1,000

1999 net loss                                          -                -                -           (19,451)         (19,451)
                                             -----------      -----------      -----------       -----------      -----------

Balance at December 31, 1999                     660,004               66           16,186           (45,943)         (29,691)

Contributed Capital                                    -                -           33,441                 -           33,441

2000 net loss                                          -                -                -            (7,850)          (7,850)
                                             -----------      -----------      -----------       -----------      -----------

Balance at December 31, 2000                     660,004               66           49,627           (53,793)          (4,100)

Issuance of common stock for services
  ($0.20 per share)                              290,000               29           57,971                 -           58,000

Issuance of common stock for services
  ($0.08 per share)                               50,000                5            3,995                 -            4,000

Issuance of common stock for services
  ($0.20 per share)                               70,000                7           13,993                 -           14,000

Contributed Capital                                    -                -            6,350                 -            6,350

2001 net loss                                          -                -                -          (151,750)        (151,750)
                                             -----------      -----------      -----------       -----------      -----------
Balance at September 30, 2001                  1,070,004      $       107      $   131,936       $  (205,543)     $   (73,500)
                                             ===========      ===========      ===========       ===========      ===========
</TABLE>

                       See notes to financial statements

                                      -3-
<PAGE>

                           BACTROL TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                            FROM
                                                                                       AUGUST 31, 1983
                                                       FOR THE NINE MONTHS ENDED         (INCEPTION)
                                                              SEPTEMBER 30,                THROUGH
                                                        2001               2000      SEPTEMBER 30, 2001
                                                      ----------        ---------    ------------------
<S>                                                   <C>               <C>              <C>
OPERATING ACTIVITIES:
Net loss                                              $(151,750)        $       -        $(205,543)
Adjustments to reconcile net loss to
      cash (used in) operating activities:
         Issuance of common stock for services           76,000                 -           87,000
         Increase in accounts payable
           and other liabilities                         69,400                 -           75,000
                                                      ---------         ---------        ---------
CASH (USED IN) OPERATING ACTIVITIES                      (6,350)                -          (43,543)
                                                      ---------         ---------        ---------
INVESTING ACTIVITIES:
      (Increase) in note receivable - related party           -                 -           (1,500)
                                                      ---------         ---------        ---------
CASH (USED IN) INVESTING ACTIVITIES                           -                 -           (1,500)
                                                      ---------         ---------        ---------
FINANCING ACTIVITIES:
      Sale of common stock                                 --                   -            1,180
      Contributed capital                                 6,350                 -           43,863
                                                      ---------         ---------        ---------
CASH PROVIDED BY FINANCING ACTIVITIES                     6,350                 -           45,043
                                                      ---------         ---------        ---------
Cash, beginning of the period                                 -                 -                -
                                                      ---------         ---------        ---------
Cash, end of the period                               $       -         $       -        $       -
                                                      =========         =========        =========
SUPPLEMENTAL DISCLOSURE OF CASH
      FLOW INFORMATION:
      During the nine months ended September 30, 2001, the Company issued
         410,000 shares of common stock for services rendered.
</TABLE>

                       See notes to financial statements

                                      -4-
<PAGE>


NOTE 1 - BASIS OF PRESENTATION

In the opinion of the Company,  the accompanying  condensed financial statements
include all adjustments (consisting only of normal recurring accruals) which are
necessary  for a fair  presentation  of the results  for the periods  presented.
Certain information and footnote  disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed and omitted.  It is suggested that these condensed financial
statements be read in conjunction  with the Company's Annual report for the year
ended  December 31, 2000.  The results of  operations  for the nine months ended
September 30, 2001 are not necessarily  indicative of the results to be expected
for the full year.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITIES

The Company was incorporated August 31, 1983, under the laws of the State of New
York, as Owl Capital Corp.,  for the purpose of providing  financial  consulting
services.  On May 16, 1988 the Company changed its name to Bactrol Technologies,
Inc.

The Company has been inactive since November 1988.

As of September  30, 2001,  the Company is in the  development  stage and has no
operations:  accordingly  these financial  statements are prepared in accordance
with SFAS 7,  "Accounting  and Reporting by Development  Stage  Enterprises"  as
issued by the Financial Accounting Standards Board.

LOSS PER SHARE

Basic and diluted  loss per share is based upon the weighted  average  number of
shares outstanding during each year.

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  in the  consolidated  financial  statements  and
accompanying notes. Actual results could differ from those estimates.

RECLASSIFICATION

Certain  amounts in the prior  period have been  reclassified  to conform to the
2001 presentations.


                                      -5-
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of note receivable, accounts payable and other, approximate
fair value due to the short-term maturities of these assets and liabilities.

NOTE 3 - INCOME TAXES

The  Company  accounts  for  income  taxes  in  accordance  with  SFS  No.  109,
"Accounting for Income Taxes." Accordingly, deferred income would be provided to
show the effect of temporary  differences between the recognition of revenue and
expenses for  financial  and income tax  reporting  purposes and between the tax
basis of assets and  liabilities  and their  reported  amounts in the  financial
statements.

At December 31, 2000,  the Company has  available  approximately  $50,000 of net
operating losses.

The  Company  has  provided a  valuation  allowance  to fully  offset  those tax
benefits that might be recognized in the future, due to the uncertainty of their
utilization.

NOTE 4 - NOTE RECEIVABLE - RELATED PARTY

The Company had a  non-interest  bearing demand note  receivable  from a related
party at September 30, 2001 and December 30, 2000.

NOTE 5 - STOCKHOLDERS' DEFICIT

During 2001, the Company issued 360,000 shares for professional  services valued
at $72,000 ($0.20 per share) and 50,000 shares for professional  services valued
at $4,000  ($0.08 per  share).  On March 23,  2001,  the  Company  placed a stop
transfer  on these  50,000  shares.  On July 20,  2001,  the board of  directors
approved the issuance of 150,000  shares of common stock for services  rendered.
As of September 30, 2001, these 150,000 shares have not been issued.

During the year ended December 31, 2000, a stockholder  paid various expenses on
behalf of the Company  and also  forgave a loan of  $27,511.  These  amounts are
reflected as contributed capital in the statement of stockholders' deficit.

During 1999, the Company issued 50,000 shares for  professional  services valued
at $10,000 ($0.20 per share) and also 20,000 shares at $1,000 ($0.05 per share)

On October  4,  1999,  the Board of  Directors  approved a 20 - 1 reverse  stock
split.

NOTE 6 - OTHER MATTERS

On October  10,  2001 we entered  into a stock  purchase  agreement  (the "Stock
Purchase  Agreement") with certain  shareholders of Military Resale Group,  Inc.
("Military  Resale Group"),


                                      -6-
<PAGE>

pursuant to which we agreed to acquire 98.2% of the issued and outstanding stock
of Military Resale Group. As  consideration  for the purchase of the outstanding
and issued stock of Military Resale Group, we agreed to issue to the sellers one
share of common  stock,  $0.0001  par  value,  for each  share of  common  stock
Military Resale Group.

         The Stock Purchase  Agreement has replaced our merger agreement entered
into with Military Resale Group in 1999 which has been terminated.  We expect to
consummate  the  transaction  contemplated  by the Stock  Purchase  Agreement in
mid-November 2001.

NOTE 7 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The Company is in the  development
stage and has suffered  recurring  losses from  operations.  As reflected in the
accompanying  financial statements,  the Company has incurred accumulated losses
since  inception of $205,543.  As such,  there is no assurance  that the Company
will be successful in its efforts to raise the necessary capital to commence its
planned principal operations, These conditions raise substantial doubt about its
ability to continue as a going concern.  The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of this  uncertainty.
Management's  plans include the sale of equity through an SB-2  registration and
the acquisition of Military Resale Group, Inc.

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

     CERTAIN STATEMENTS IN THIS REPORT CONSTITUTE  "FORWARD-LOOKING  STATEMENTS"
WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH
FORWARD-LOOKING  STATEMENTS  INVOLVE KNOWN AND UNKNOWN RISKS,  UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO
BE MATERIALLY  DIFFERENT FROM ANY FUTURE  RESULTS,  PERFORMANCE OR  ACHIEVEMENTS
EXPRESSED OR IMPLIED BY SUCH  FORWARD-LOOKING  STATEMENTS.  THE WORDS "BELIEVE",
"EXPECT",  "ANTICIPATE",  "INTEND" AND "PLAN" AND SIMILAR  EXPRESSIONS  IDENTIFY
FORWARD-LOOKING STATEMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
THESE FORWARD-LOOKING STATEMENTS,  WHICH SPEAK ONLY AS OF THE DATE THE STATEMENT
WAS MADE.

     The following  discussion  should be read in conjunction with the financial
statements and related notes appearing elsewhere in this Report.

OVERVIEW

         We were  incorporated in New York on August 31, 1983 under the name Owl
Capital Corp. for the purpose of providing financial consulting services. On May
16, 1998, we changed our name to Bactrol Technologies, Inc.


                                      -7-
<PAGE>

         We  are a  development  stage  company  and do not  have  any  on-going
business operations.  As such, we are attempting to consummate a merger or other
combination with a business entity. On October 10, 2001, we entered into a Stock
Purchase  Agreement with certain of the  shareholders  of Military Resale Group,
Inc., a company that markets  products to the military  resale  industry.  As of
January  10,  2001,  our  securities  have been  listed on the  Over-the-Counter
Bulletin Board under the symbol "BCTL".  We are a "reporting  company" under the
Securities and Exchange Act of 1934, as amended (the "Exchange  Act").  As such,
we can provide a method for a foreign or  domestic  private  company,  including
Military Resale Group, to become a reporting  company with a class of registered
securities.

PLAN OF OPERATION

         Our plan of  operation  over the next twelve  months is to complete the
acquisition of 98.2% of the outstanding shares of Military Resale Group. Subject
to its successful completion,  we intend to consolidate various suppliers within
the military  resale  market.  If we are unable to complete the  acquisition  of
Military  Resale  Group,  we will seek and acquire,  if  possible,  an operating
business or valuable  assets by entering  into a business  combination.  In such
event,  we will not restrict our search for business  combination  candidates to
any particular  geographical area,  industry or industry segment. As a practical
matter,  we will be unlimited in the  selection of a combination  candidate.  We
will seek combination  candidates in the United States and other  countries,  as
available time and resources permit,  through existing  associations and by word
of mouth.  We have adopted this plan of operation to attempt to create value for
our shareholders.

         We do not intend to do any product  research or development.  Nor do we
expect  to buy or sell any real  estate,  plant or  equipment  except  as such a
purchase might occur by way of a business  combination  that is structured as an
asset purchase, and no such asset purchase is currently anticipated.

         COMPETITION.  If we complete the  acquisition of Military Resale Group,
we will  compete  with  numerous  entities in the  military  resale  market.  We
believe,  however,  that the military resale market is highly fragmented.  While
there are several major  distributors  and several large brokers who service the
military and commercial accounts, we do not believe there is any one entity that
controls the military resale market.

         If we do not complete the acquisition of Military Resale Group, we will
be in direct  competition  with many entities in our efforts to locate  suitable
business opportunities. Included in the competition will be business development
companies,  venture  capital  partnerships  and  corporations,   small  business
investment  companies,  venture  capital  affiliates of industrial and financial
companies,  broker-dealers  and  investment  bankers,  management and management
consultant firms and private individual  investors.  Most of these entities will
possess  greater  financial  resources and will be able to assume  greater risks
than we can. Many of these  competing  entities will also possess  significantly
greater experience and contacts than we do. Moreover,  we will also be competing
with numerous other "blank check" companies for such opportunities.


                                      -8-
<PAGE>

         EMPLOYEES.  We have no  employees.  We do not expect to have  employees
except as a result of completing a business combination such as the contemplated
acquisition of Military Resale Group.

RESULTS OF OPERATIONS

         During the nine months ended September 30, 2001, we incurred a net loss
of $151,750.  This was due to general expenses,  including professional fees. We
paid no rent or salaries and had no other operations  during the  aforementioned
period.

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 2001, we had no cash on hand and no other assets to
meet ongoing expenses or debts that may accumulate. Since our inception in 1983,
we have  accumulated a deficit (net loss) of $205,543.  We have never  generated
any revenues from  operations.  As such, we have relied  almost  exclusively  on
loans from  shareholders,  limited  distribution  deposits and private  sales of
securities to meet our working capital needs.

         Our auditors have issued a going concern opinion expressing doubt as to
whether we can  continue as an  on-going  business  for the next  twelve  months
unless we obtain additional capital to pay our  contingencies.  We do not expect
to generate any revenues  until we acquire  Military  Resale Group in accordance
with the Stock Purchase Agreement, or another entity. There can be no assurance,
however,  that we will be able to complete the  acquisition  of Military  Resale
Group.  Accordingly,  in the interim,  we must raise cash from external sources.
Our only  other  source  of cash at this  time is  investments  by others in our
company.  We must raise cash to implement our  acquisition  strategy and stay in
business.

         At  September  30,  2001,  we had a  non-interest  bearing  demand note
receivable from a related party.

         We have no commitment for any capital  expenditure and foresee none. We
will, however,  incur routine fees and expenses incident to our reporting duties
as a public  company,  and will  incur  expenses  in finding  and  investigating
possible  acquisitions  and other  fees and  expenses  in the event we make,  or
attempt to make, an  acquisition,  including  our  contemplated  acquisition  of
Military  Resale  Group.  Our cash  requirements  for the next twelve months are
relatively modest,  consisting  principally of legal and accounting expenses and
other expenses relating to making filings required under the Exchange Act.

         We  will  only  be able to pay our  future  debts  and  meet  operating
expenses  by  raising  additional  funds,  acquiring  a  profitable  company  or
otherwise  generating positive cash flow. As a practical matter, we are unlikely
to generate  positive cash flow by any means other than acquiring a company with
such cash flow.  We have no  intention  of  borrowing  money to reimburse or pay
salaries to any of our officers,  directors or shareholders or their affiliates.
On

                                      -9-
<PAGE>

January  31,  2001,  we filed a  registration  statement  on Form  SB-2 with the
Securities and Exchange Commission in an effort to register shares of our common
stock under the  Securities  Act of 1933,  as  amended.  In  February  2001,  we
received comments relating to such registration  statement from the staff of the
Securities  and  Exchange  Commission.  We have  requested  that the  Commission
consent to the withdrawal of the registration  statement.  We have not as of yet
received  confirmation  from the  commission  that  they have  consented  to the
withdrawal.

         There is no  assurance  that we will be able to raise  necessary  funds
from outside sources either by selling our securities or otherwise.  Such a lack
of funds could result in severe consequences, including, among others:

         (1)  a failure to make timely filings with the  Securities and Exchange
         Commission as required by the Exchange Act;

         (2)  curtailing  or  eliminating  our  ability  to locate  and  perform
         suitable investigations of potential acquisitions; or

         (3)  an inability  to complete a desirable  acquisition  due to lack of
         funds  to  pay  legal  and  accounting  fees  and   acquisition-related
         expenses.

         There is no historical financial information about us which may be used
to evaluate our  performance.  We cannot guarantee that we will be successful in
our business operations.  We are subject to the risks inherent in establishing a
new business enterprise.


                                      -10-
<PAGE>


PART II.     OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

     None.

ITEM 2.      CHANGES IN SECURITIES AND USE OF PROCEEDS

     None.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDINGS

     None.

ITEM 5.      OTHER INFORMATION

     None.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

     10.1 Stock Purchase Agreement,  dated as of October 10, 2001 by and between
certain  of  the   Shareholders   of  Military  Resale  Group,   Inc.,   Bactrol
Technologies, Inc. and Guy Galluccio.


                                   SIGNATURES

         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,  in Hollywood,  Florida
on November 12, 2001.

                                            BACTROL TECHNOLOGIES, INC.



                                            By: /s/ GUY GALLUCCIO
                                                ------------------------------
                                                Name:  Guy Galluccio
                                                Title: Chief Executive Officer


                                      -11-