Annual Report Form 10-K
    

PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information regarding the Company's directors is incorporated by reference to the information set forth under the caption "Election of Directors" in the Company's Proxy Statement for the 2001 Annual Meeting of Stockholders (the "Proxy Statement"), which is to be filed with the Commission pursuant to Regulation 14A no later than one hundred twenty (120) days following the end of the fiscal year reported upon. Information regarding executive officers of the Company is included in Part I hereof under a separate caption, "Item 4A: Executive Officers of the Company." Information regarding compliance with Section 16(a) of the Exchange Act is set forth hereinbelow:

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Exchange Act requires the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Commission and to provide the Company with copies of such reports. The Company has reviewed such reports received by it and written representations from directors and executive officers. Based solely on that review, the Company believes that during fiscal year 2001, all filing requirements were met.