
<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                                      FORM 10-Q

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

For the quarterly period ended December 31, 1996.

                                          OR

               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 0-21059

                                 ACE*COMM CORPORATION
-------------------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)
                                           
             Maryland                                   52-1283030
-----------------------------------        -------------------------------------
State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

704 Quince Orchard Road, Gaithersburg, MD                   20878
--------------------------------------------            ---------------
(Address of principal executive offices)                  (Zip Code)

              301-721-3000
----------------------------------------------------
(Registrant's telephone number, including area code)

209 Perry Parkway, Gaithersburg, MD  20877
--------------------------------------------------------------------------------
(Former name, former address and formal fiscal year, 
if changed since last report.)

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 
     ---      ---
Number of shares of Common Stock outstanding as of January 31, 1997: 7,898,066

                                       -1-

<PAGE>

                                 ACE*COMM CORPORATION

                                        INDEX


Part I - Financial Information

Item 1. Financial Statements

        Consolidated Balance Sheets as of December 31, 1996
        (Unaudited) and June 30, 1996                                        3

        Consolidated Statements of Operations (Unaudited) for the
        Three and Six Months Ended December 31, 1996 and 1995                4

        Consolidated Statements of Stockholder's Equity as of
        December 31, 1996 (Unaudited) and June 30, 1996                      5

        Consolidated Statements of Cash Flows (Unaudited) for the
        Six Months Ended December 31, 1996 and 1995                          6

        Notes to Consolidated Financial Statements (Unaudited)               7

Item 2. Management's Discussion and Analysis of Results of
        Operations and Financial Condition                                   8


Part II - Other Information

Item 6.        Exhibits and Reports on Form 8-K                             11


Signatures                                                                  12


                                       -2-

<PAGE>

PART I:  FINANCIAL INFORMATION
Item 1.  Financial Statements

                                              ACE*COMM CORPORATION
                                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                      (Unaudited)
                                                                                      December 31,        June 30,
                                                                                          1996              1996
                                                                                      ------------       ----------
<S>                                                                                   <C>                <C>
                     Assets

Current assets:

  Cash                                                                               $ 7,060,208      $   369,206
  Accounts receivable, less $10,000 allowance                                          9,372,293        8,643,871
  Inventories                                                                          2,074,359        1,836,317
  Prepaid expenses and other                                                             720,203          283,813
                                                                                      ----------      -----------
  Total current assets                                                                19,227,063       11,133,207

Property and equipment, net                                                            1,867,345        1,305,844

Capitalized software development costs, net                                            1,827,042        1,393,067

Other assets                                                                             119,003          466,268
                                                                                      ----------      -----------

     Total assets                                                                    $23,040,453      $14,298,386
                                                                                      ----------      -----------
                                                                                      ----------      -----------

       Liabilities and Stockholders' Equity

Current liabilities:

  Current borrowings                                                                 $   255,429      $ 2,097,178
  Accounts payable                                                                       766,127        3,122,212
  Accrued expenses                                                                       411,992        1,036,684
  Accrued compensation                                                                 1,104,219        1,010,922
  Officer loan                                                                                 -           78,572
  Income taxes payable                                                                   266,418                -
  Deferred revenue                                                                       692,141        1,890,103
                                                                                      ----------      -----------
  Total current liabilities                                                            3,496,326        9,235,671
Noncurrent borrowings                                                                    404,047        2,951,541
                                                                                      ----------      -----------
     Total liabilities                                                                 3,900,373       12,187,212
                                                                                      ----------      -----------
Mandatorily redeemable Class C Preferred Stock, $5.14 par
value, 340,211 shares authorized, issued and outstanding                                       -        2,261,627
                                                                                      ----------      -----------
Contingencies

Stockholders' equity (deficit)

  Class B Preferred Stock, $1.00 par value, 1,000 shares
  authorized, issued and outstanding                                                           -            1,000
  Common stock, $.01 par value, 45,000,000 shares authorized,
  7,898,066 and 3,590,451 shares issued and outstanding                                   78,981           35,905
  Additional paid-in capital                                                          18,428,149          343,124
  Retained Earnings/(Accumulated deficit)                                                632,950         (530,482)
                                                                                      ----------      -----------
  Total stockholders' equity (deficit)                                                19,140,080         (150,453)
                                                                                      ----------      -----------
     Total liabilities, mandatorily redeemable preferred stock
     and stockholders' equity (deficit)                                              $23,040,453     $ 14,298,386
                                                                                      ----------      -----------
                                                                                      ----------      -----------
</TABLE>
             See accompanying notes to consolidated financial statements

                                       -3-

<PAGE>

                                 ACE*COMM CORPORATION

                        CONSOLIDATED STATEMENTS OF OPERATIONS

                                     (Unaudited)

<TABLE>
<CAPTION>

                                                     For the three months ended            For the six months ended
                                                            December 31,                         December 31,
                                                         1996          1995                   1996          1995
                                                     -----------    -----------            -----------   ----------
<S>                                                   <C>            <C>                   <C>           <C>
Revenue - products and services                       $7,256,995     $4,772,434            $13,520,898   $8,205,072
Cost of products and services                          3,211,329      2,736,224              6,107,236    4,471,815
                                                     -----------    -----------            -----------   ----------

Gross margin                                           4,045,666      2,036,210              7,413,662    3,733,257

Selling, general and administrative                    2,779,647      1,609,951              5,156,225    2,972,186
Research and development                                 467,650        234,967                866,245      366,699
                                                     -----------    -----------            -----------   ----------
Total cost and operating expenses                      6,458,626      4,581,142             12,129,706    7,810,700
                                                     -----------    -----------            -----------   ----------
Income from operations                                   798,369        191,292              1,391,192      394,372

Interest (income) expense, net                           (92,525)        97,219                (38,658)     200,907
                                                     -----------    -----------            -----------   ----------
Income before income taxes                               890,894         94,073              1,429,850      193,465

Income taxes                                             266,418              -                266,418            -
                                                     -----------    -----------            -----------   ----------
Net income                                            $  624,476     $   94,073             $1,163,432   $  193,465
                                                     -----------    -----------            -----------   ----------
                                                     -----------    -----------            -----------   ----------

Income per share (pro forma for all periods except
  three months ended December 31, 1996)                     $.07           $.02                  $.14         $.03

Shares used in computing income per share              8,972,023      5,792,290             8,098,759     5,715,968

</TABLE>

             See accompanying notes to consolidated financial statements


                                       -4-



<PAGE>

                               ACE*COMM CORPORATION

              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>

                                    Preferred Stock         Common Stock                                 Retained
                                  --------------------   -------------------     Add'l       Stock       Earnings
                                                 Par                    Par     Paid-in    Subscrip.     (Accum
                                    Shares      Value      Shares      Value    Capital   Receivable     Deficit)       Total
                                  ----------   -------   ----------   ------   ---------  ----------   -----------   ----------
<S>                               <C>           <C>      <C>         <C>      <C>        <C>           <C>          <C>

Balance, June 30, 1994              1,000      $1,000    3,261,245   $32,612  $446,789  $      -       $2,508       $482,909

Accretion of preferred stock
 dividends                              -           -            -         -  (139,894)        -            -       (139,894)

Exercise of common stock
  options                               -           -      36,000        360    12,980    (5,900)           -          7,440

Net loss for the year ended
  June 30, 1995                         -           -           -          -         -         -   (1,592,646)    (1,592,646)
                                    -----      ------    ---------   -------  --------  --------   -----------     ---------

Balance, June 30, 1995              1,000       1,000    3,297,245    32,972   319,875    (5,900)  (1,590,138)    (1,242,191)

Accretion of preferred stock
  dividends                             -           -            -         -  (139,894)        -            -       (139,894)

Exercise of common stock
  options                               -           -      293,206     2,933   163,143  (117,232)           -        48,844 

Payment of stock subscriptions
  receivable                            -           -             -        -         -   123,132            -       123,132 

Net income for the year ended
  June 30, 1996                         -           -             -        -         -        -     1,059,656     1,059,656
                                    -----      ------    ---------   -------  --------  --------  -----------    ---------

Balance, June 30, 1996              1,000       1,000    3,590,451    35,905   343,124        -      (530,482)     (150,453)

Accretion of preferred stock
  dividends (Unaudited)                 -           -            -         -   (17,487)       -             -       (17,487)

Conversion of preferred stock
  Class C (Unaudited)                   -           -    1,530,950     15,310  2,263,804      -             -     2,279,114 

Redempton of preferred stock
  Class B (Unaudited)              (1,000)     (1,000)            -         -   (307,000)     -             -      (308,000)

Issuance of common stock
  (Unaudited)                           -           -    2,645,000     26,450  16,107,832     -             -    16,134,282 

Exercise of common stock
  options (Unaudited)                   -           -      151,945      1,519     293,627     -             -       295,146

Repurchase and retirement
  of common stock (Unaudited)           -           -      (20,280)      (203)   (255,751)    -             -      (255,954)

Net income for the period ended
  December 31, 1996 (Unaudited)         -           -            -          -           -     -     1,163,432     1,163,432 
                                    -----      ------    ---------    -------  -----------  -------- -----------    ---------

Balance, December 31, 1996
  (Unaudited)                           -     $    -     7,898,066    $78,981  $18,428,149    $   -      $632,950    $19,140,080
                                    -----     -------    ---------    -------  -----------  -------- -----------  --------------
                                    -----     -------    ---------    -------  -----------  -------- -----------  --------------


</TABLE>
               See accompanying notes to consolidated financial statements

                                       -5-
<PAGE>

                         ACE*COMM CORPORATION
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)


<TABLE>
<CAPTION>
                                                               For the six months ended
                                                                     December 31, 
  
                                                                   1996         1995
                                                               ------------  -----------
<S>                                                             <C>         <C>
Cash flows from operating activities:
Net income                                                      $1,163,432   $   193,465 
Adjustments to reconcile net income to net cash (used for)
provided by operating activities
  Depreciation                                                     174,784       135,375 
  Amortization of capitalized software                             281,126       256,120 
Changes in operating assets and liabilities
  Accounts receivable                                             (728,422)   (1,220,905) 
  Inventories                                                     (238,042)      (33,244) 
  Other assets                                                     (89,125)     (131,973)
  Accounts payable                                              (2,356,085)    1,511,339
  Accrued expenses                                                (624,692)      365,573
  Accrued compensation                                              93,297             -
  Income taxes payable                                             266,418             -
  Deferred revenue                                              (1,197,962)     (579,244)
                                                               ------------   -----------
Net cash (used for) provided by operating activities            (3,255,271)      496,506 
                                                               ------------   -----------
Cash flows from investing activities:
Purchases of property and equipment                               (516,999)      (79,464)
Additions to capitalized software development costs               (715,101)     (270,760)
                                                               ------------   -----------
Net cash used for investing activities                          (1,232,100)     (350,224)
                                                               ------------   -----------
Cash flows from financing activities:
Net decrease in line of credit                                  (4,446,563)            -
Other borrowings                                                         -       335,854
Payments on debt                                                  (237,671)     (700,112)
Principal payments under capital lease obligation                   (2,867)            -
Net proceeds from common stock issued                           16,134,282        31,623
Exercise of common stock options                                   295,146             -
Repurchase and retirement of common stock                         (255,954)            -
Redemption of class B preferred shares                            (308,000)            -   
                                                               ------------   -----------
Net cash provided by (used for) financing activities            11,178,373      (332,635)
                                                               ------------   -----------
Net increase (decrease) in cash                                  6,691,002      (186,353)
Cash at beginning of period                                        369,206       189,903 
                                                               ------------   -----------
Cash at end of period                                          $ 7,060,208    $    3,550 
                                                               ------------   -----------
                                                               ------------   -----------
Supplemental disclosures of cash flow information:
Cash paid during the period for interest                       $   135,588    $  200,907
                                                               ------------   -----------
                                                               ------------   -----------
Supplemental schedule of non cash financing
activities:
Accretion of preferred stock dividends                         $    17,487    $   69,947

Purchase of telephone equipment under capital lease obligation  $  222,153    $        - 
                                                               ------------   -----------
                                                               ------------   -----------

</TABLE>

             See accompanying notes to consolidated financial statements


                                       -6-
<PAGE>

                                 ACE*COMM CORPORATION

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Basis of Presentation

   The accompanying unaudited consolidated financial statements include the 
accounts of ACE*COMM Corporation and its subsidiaries (the "Company"). The 
financial statements have been prepared by ACE*COMM Corporation ("ACE*COMM" 
or the "Company") in accordance with generally accepted accounting principles 
for interim financial statements and pursuant to the rules of the Securities 
and Exchange Commission for Form 10-Q.  Accordingly, certain information and 
footnotes required by generally accepted accounting principles for complete 
financial statements have been omitted.  It is the opinion of management that 
all adjustments considered necessary for a fair presentation have been 
included, and that all such adjustments are of a normal and recurring nature. 
 Operating results for the periods presented are not necessarily indicative 
of the results that may be expected for any future periods.  For further 
information, refer to the audited financial statements and footnotes included 
in the Company's Registration Statement, Form S-1.

   Pro forma income per share is computed using the weighted average number 
of shares of common stock, adjusted for the dilutive effect of common stock 
equivalent shares of common stock options and assuming the 
conversion of redeemable preferred stock as of the beginning of 
the period presented. Pursuant to Securities and Exchange Commission Staff 
Accounting Bulletin No. 83, common stock and common stock equivalent shares 
issued by the Company at prices below its initial public offering price 
during the twelve month period prior to the initial public offering date 
(using the treasury stock method and an offering price of $7.00 per share) 
have been included in the calculation of pro forma income per share for the 
three and six months ended December 31, 1996, as if they were outstanding for 
all of the period regardless of whether they are dilutive.


Initial Public Offering

   On August 13, 1996, in connection with the Company's initial public 
offering, 2,875,000 shares of Common Stock, 2,645,000 of which were offered 
by the Company, were sold at $7.00 per share.  The net proceeds raised by the 
Company totaled $17,218,950.

   The Mandatorily Redeemable Class C Preferred Stock was automatically 
converted into Common Stock upon the completion of the Company's public 
offering.  No dividends were payable with respect to the converted shares.

   On August 28, 1996, the Company redeemed the Class B Preferred Stock for 
$308,000 in accordance with such terms requiring redemption upon transfer of 
substantially all assets or of majority control of the Company.

   Funds generated by the Company's initial public stock offering afforded 
the opportunity to reduce bank and other debt obligations by $5.3 million.

                                       -7-

<PAGE>

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

   ACE*COMM Corporation ("ACE*COMM" or the "Company") develops, markets and 
services operations support systems ("OSS") products for networks deployed by 
telecommunications service providers, such as telephone companies, other 
public carriers and large enterprises operating data and voice networks.  The 
Company's products perform such functions as billing data collection, network 
surveillance, alarm processing and network management for some of the largest 
carriers and enterprises in the world.

   The Company sells its products through direct channels and through its 
strategic alliance partners, for delivery to end users in the United States 
and internationally.  Since June 1994, the Company, consistent with its 
strategic emphasis, has derived most of its revenue from sales of its carrier 
network products.  The Company expects such sales to increase as a percentage 
of its revenue for at least the next several years.  The balance of the 
Company's revenue is derived from the sale of network management products to 
enterprise customers, including the armed forces and agencies of the U.S. 
government.

   Substantially all of the Company's revenue derives from dollar-denominated 
sales and, although the Company in its most recent fiscal years has had 
significant sales to foreign end users, it does not have significant foreign 
operations.  The Company maintains no inventory abroad, shipping all products 
from the United States pursuant to terms of orders issued by customers.

RESULTS OF OPERATIONS

   The following table sets forth, for the periods indicated, certain items 
on the Company's statement of operations as a percentage of revenue:

<TABLE>
<CAPTION>

                                          For the three months ended    For the six months ended
                                                  December 31,                 December 31,
                                          --------------------------    ------------------------
                                               1996         1995           1996          1995
                                          ------------  ------------    -----------  -----------
<S>                                           <C>          <C>            <C>           <C>
Revenue - products and services               100.0%       100.0%         100.0%        100.0%
Costs and operating expenses:
     Cost of products and services             44.3%        57.3%          45.2%         54.5%
     Selling, general and administrative       38.3%        33.8%          38.1%         36.2%
     Research and development                   6.4%         4.9%           6.4%          4.5%
                                          ------------  ------------    -----------  -----------

Income from operations                         11.0%         4.0%          10.3%          4.8%
                                          ------------  ------------    -----------  -----------
                                          ------------  ------------    -----------  -----------
</TABLE>

REVENUES

   Revenues for the quarter ended December 31, 1996 were $7.3 million, an 
increase of $2.5 million, or 52.1%, over the comparable quarter in fiscal 
1996.  Revenues for the six months ended December 31, 1996 were $13.5 
million, which represents an increase of 64.8%, as compared to $8.2 million 
of revenue for the six months ended December 31, 1995.  The increase in 
revenues is primarily attributable to an increase in sales volume of the 
Company's carrier network products to Telefonos de Mexico S.A. de C.V. 
("TELMEX") and ICL Enterprises as well as the Company's network management 
products to GeoPhone Company, L.L.C. and WinStar Telecommunications Group.  
Second quarter carrier network revenues grew 57.6% over the December 1995 
quarter and represented 79.3% of the total quarterly revenue, compared to 76.5% 
in the December 1995 quarter.  For the six months ended December 31, 1996, 
carrier network revenues grew 95.2% over the same period in 1995, 
representing 81.8% of total revenues, compared to 69.0% in the previous year. 

                                       -8-

<PAGE>

COST OF PRODUCTS AND SERVICES

   Cost of products and services was $3.2 million, or 44.3% of revenue, for 
the quarter ended December 31, 1996, and $6.1 million, or 45.2% of revenue, 
for the six months ended December 31, 1996.  By comparison, cost of products 
and services was $2.7 million, or 57.3% of revenue, for the quarter ended 
December 31, 1995, and $4.5 million, or 54.5% of revenue, for the six months 
ended December 31, 1995.  The increase in costs is primarily attributable to 
hardware costs associated with products shipped to TELMEX and ICL 
Enterprises and to increased labor costs related to the hiring of additional 
personnel to facilitate deliveries for an increased revenue base. Travel 
costs also increased as a result of extensive travel to Mexico, Europe and 
the Far East in support of the Company's contracts in those countries.  Gross 
margins were 55.7% and 42.7% for the quarters ending December 31, 1996 and 
1995, respectively, and 54.8% and 45.5% for the six months ended December 31, 
1996 and 1995, respectively.  The change in gross margins is primarily 
attributable to an increase in software revenue.

SELLING, GENERAL AND ADMINISTRATIVE

   Selling, general and administrative expenses were $2.8 million, or 38.3% 
of revenue, for the quarter ended December 31, 1996, and $1.6 million, or 
33.7% of revenue, for the quarter ended December 31, 1995.  For the six 
months ended December 31, 1996, selling, general and administrative expenses 
were $5.2 million, or 38.1% of revenue, as compared to $3.0 million, or 36.2% 
of revenue, for the six months ended December 31, 1995.  The increase in 
expenses is a result of certain selling costs associated with the TELMEX 
project, additional marketing efforts, the hiring of additional personnel due 
to company growth, an increase in office rent as a result of the relocation 
of the Company's headquarters to a larger facility and non-recurring expenses 
related to the relocation.

RESEARCH AND DEVELOPMENT

   Research and development expenses were $468,000, or 6.4% of revenue, for 
the quarter ended December 31, 1996, and $235,000, or 4.9% of revenue, for 
the quarter ended December 31, 1995.  For the six months ended December 31, 
1996 and 1995, research and development expenses were $866,000, or 6.4% of 
revenue, and $367,000, or 4.5% of revenue, respectively.  The increase is 
attributable to the addition of software development engineers  to continue 
the development and enhancement of the Company's products.

INTEREST (INCOME) EXPENSE

   Net interest (income) expense for the quarter ended December 31, 1996 was 
($93,000) compared to $97,000 for the quarter ended December 31, 1995.  For 
the six months ended December 31, 1996, net interest (income) expense was 
($39,000) compared to $201,000 for the six months ended December 31, 1995.  
The increase in net interest income reflects the application of proceeds from 
the Company's initial public offering in the first quarter of fiscal 1997, 
which allowed the company to repay bank debt and invest remaining funds.

PROVISION FOR INCOME TAXES

   The provision for income taxes was $266,000 for the quarter and six months 
ended December 31, 1996.  No income tax provision was recorded for the 
quarter and six months ended December 31, 1995 since any provision was offset 
by a similar decrease in the valuation allowance.  Due to the availability of 
operating loss carryforwards and tax credits, the Company does not expect to 
begin to pay taxes until later in fiscal 1997. 

                                       -9-

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

   As of December 31, 1996, the Company had $7.1 million in cash and cash 
equivalents and $15.7 million in working capital.  These values represent 
increases of $6.7 million in cash and cash equivalents and $13.8 million in 
working capital over the year ended June 30, 1996.  These increases are 
primarily related to the Company's initial public offering of common stock, 
which raised net proceeds of $17,218,950.

   For the six months ended December 31, 1996, cash flows used in operations 
were $3.3 million compared to cash provided from operations of $497,000 for 
the six months ended December 31, 1995.  The decrease in cash was comprised 
primarily of a decrease in accounts payable of $2.4 million resulting from 
the Company's efforts to reduce the age of its accounts payable following the 
initial public offering, a decrease in deferred revenues of $1.2 million, an 
increase in accounts receivable of $728,000, and a decrease in accrued 
expenses of $625,000.  These decreases were offset in part by the net income 
of $1.2 million for the period.  Accounts receivable days outstanding were 
110 at December 31, 1996, down from 120 days at June 30, 1996.

   Cash used for investing activities during the six months ended December 
31, 1996 was $1.2 million as compared to $350,000 for the six months ended 
December 31, 1995.  The cash used for the six months ended December 31, 1996 
includes $517,000 in capital expenditures and $715,000 for capitalized 
software development activities.  The capital expenditures reflect purchases 
of computers and equipment necessary for company growth. The capitalized 
software is primarily attributable to the development of new switch 
interfaces for carrier network products targeted for sales in Korea and other 
foreign end users.

   Funds generated by the Company's initial public stock offering afforded 
the opportunity to reduce bank and other debt obligations by $5.3 million in 
the six months ended December 31, 1996.  Currently, the Company has two lines 
of credit with Citizens Bank of Maryland, totaling $3.5 million, both of 
which expire on November 30, 1997.  At December 31, 1996, no amounts were 
outstanding under the two credit facilities.

   The Company believes that existing cash balances, cash flow from 
operations and available bank lines will be sufficient to support its working 
capital requirements for at least the next 12 months.  To the extent that the 
Company's existing resources, together with future earnings, are insufficient 
to fund the Company's future activities, the Company may need to raise 
additional funds through public or private financings.


                                       -10- 

<PAGE>

Part II: Other Information

Item 6. Exhibits and Reports on Form 8-K

        (a)  Exhibits

        Number              Description

        10                  Teaming Agreement Between ACE*COMM Corporation and
                            Samsung Electronics Company, LTD
        11.1                Statement of Computation of Earnings per Share
        27                  Financial Data Schedule

        (b)  Reports on Form 8-K

               None. 


                                       -11-




<PAGE>
                              SIGNATURES


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

                                   ACE*COMM CORPORATION


DATE_______________        By:_______________________________________
                              George T. Jimenez
                              President and Chief Executive Officer


                              ________________________________________
                              Jeffrey S. Simpson, Vice President -- Finance
                              (Principal Financial Officer)



                                       -12-



