On November 22, 2000,  the Board of Directors and majority  shareholders  of the
Company approved a one-for-forty reverse stock split (the "Reverse Stock Split")
of its outstanding  common stock (the "Common  Stock").  The Reverse Stock Split
will be effective on December 8, 2000 to  shareholders of record at the close of
business on December 8, 2000. As part of the Reverse  Stock Split,  the exercise
price and the number of shares of Common  Stock  issuable  upon  exercise of the
Company's outstanding options and warrants will also be adjusted.