1
                      US SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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      6-30-02

  (  ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE EXCHANGE ACT
          For the transition period from____________________to______________

          Commission file number _____________2-97210-NY____________________

                            CVD EQUIPMENT CORPORATION
        (Exact name of small business issuer as specified in its charter)

                                    NEW YORK
         (State or other jurisdiction of incorporation or organization)

                                   11-2621692
                      (IRS Employer Identification Number)

                   1881 LAKELAND AVENUE, RONKONKOMA, NY 11779
                    (Address of principal executive offices)

                                  631-981-7081
                           (Issuers Telephone Number)

   (Former name, former address, and former fiscal year, if changed since last
                                     report)


  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 periods 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


  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
  PRECEDING FIVE YEARS
       Check whether the registrant filed all documents and reports required to
  be filed by Section 12, 13 or 15 (d) of the Exchange Act after the
  distribution of securities under a plan confirmed by a court.  Yes   No

  APPLICABLE ONLY TO CORPORATE ISSUERS
       State the number of shares outstanding of each of the issuer's classes
  of common equity, as of the latest practicable date:

  3,037,600 SHARES OF COMMON STOCK, $.01 PAR VALUE AS OF 8-09-02
   2
                            CVD EQUIPMENT CORPORATION
                          NOTE TO FINANCIAL STATEMENTS
                             FOR THE QUARTER ENDING
                                 JUNE  30, 2002

                          BASIS OF FINANCIAL STATEMENTS



  The financial data is subject to year end audit and does not claim to be a
  complete presentation since note disclosure under generally accepted
  accounting procedures is not included.  Note disclosures required under
  generally accepted accounting procedures are included in the Company's
  audited financial statements filed as part of Form 10-KSB for the year ended
  December 31, 2001.  Form 10-QSB should be read in conjunction with these
  financial statements.

  The results of operations for the three months are not necessarily indicative
  of those for the full year.  In the opinion of management, the accompanying
  unaudited financial statements contain all adjustments necessary to fairly
  present the financial position and the results of operation for the periods
  indicated.
   3
                             MANAGEMENT'S DISCUSSION

  INTRODUCTION
  Statements contained in this Report on Form 10-QSB that are not historical
  facts are forward-looking statements within the meaning of Section 21E of the
  Securities Exchange Act of 1934, as amended, including without limitation,
  statements regarding industry trends, strategic business development, pursuit
  of new markets, competition, results from operations, and are subject to the
  safe harbor provisions created by that statute.  A forward-looking statement
  may contain words such as "intends",  "plans", "anticipates", "believes",
  "expect to", or words of similar import.  Management cautions that forward-
  looking statements are subject to risks and uncertainties that could cause
  the Company's actual results to differ materially from those projected.
  These risks and uncertainties include, but are not limited to, marketing
  success, product development, production, technological difficulties,
  manufacturing costs, and changes in economic conditions in the markets the
  Company serves.  The Company undertakes no obligation to release revisions to
  forward-looking statements to reflect subsequent events, changed
  circumstances, or the occurrence of unanticipated events.


  FORWARD LOOKING STATEMENTS
  Certain statements in this Management's Discussion and Analysis of Financial
  Condition and Results of Operations 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 the actual results,
  performance, or achievements of the Company to be materially different from
  any future results, performance, or achievements expressed or implied by such
  forward looking statements.  These forward looking statements were based on
  various factors and were derived utilizing numerous important assumptions and
  other important factors that could cause actual results to differ materially
  from those in the forward looking statements.  Important assumptions and
  other factors that could cause actual results to differ materially from those
  in the forward looking statements, include, but are not limited to:
  competition in the Company's existing and potential future product lines of
  business; the Company's ability to obtain financing on acceptable terms if
  and when needed; uncertainty as to the Company's future profitability,
  uncertainty as to the future profitability of acquired businesses or product
  lines, uncertainty as to any future expansion of the company.  Other factors
  and assumptions not identified above were also involved in the derivation of
  these forward looking statements, and the failure of such assumptions to be
  realized as well as other factors may also cause actual results to differ
  materially from those projected.  The Company assumes no obligation to update
  these forward looking statements to reflect actual results, changes in
  assumptions or changes in other factors affecting such forward looking
  statements.

  REVENUE RECOGNITION
  CVD recognizes and identifies on its financial statements, revenue on a
  percent complete methodology for contracts falling under SOP 81-1 and
  recognizes revenues on a completed contract methodology for contracts falling
  under SAB 101. CVD feels this is the most accurate and consistent methodology
  to meet the requirements of the two regulations.
   4
  
  
                               CVD EQUIPMENT CORPORATION
                                     BALANCE SHEETS




                                                                               JUNE 30             DECEMBER 31
                                                                                   2002                2001
                                                                                (UNAUDITED)         (AUDITED)
                                                                              ------------        ------------
                                                                                            
  ASSETS
  CURRENT ASSETS
    CASH AND CASH EQUIVALENTS                                                 $   100,874         $2,361,150
    ACCOUNTS RECEIVABLE, NET                                                    1,589,158          1,212,237
    COST IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS                            75,851            358,022
    INVENTORY                                                                   1,709,885            829,040
    OTHER CURRENT ASSETS                                                          126,020             20,269
                                                                              ------------        ------------
             TOTAL CURRENT ASSETS                                               3,601,788          4,780,718
  PROPERTY, PLANT AND EQUIPMENT                                                 5,246,817          2,060,502
  DEFERRED TAX ASSET                                                              268,623            268,623
  OTHER ASSETS                                                                    142,233            356,567
  INVESTMENT                                                                    1,111,944                -
  INTANGIBLE ASSETS, NET                                                          103,249             82,500
                                                                              ------------        ------------
             TOTAL ASSETS                                                     $10,474,654         $7,548,910
                                                                              ============        ============


  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
    ACCOUNTS PAYABLE                                                          $   695,750         $  153,332
    ACCRUED EXPENSES                                                              521,762            378,231
    BILLINGS IN EXCESS OF COSTS ON UNCOMPLETED CONTRACTS                            2,904                -
    CURRENT MATURITIES OF LONG-TERM DEBT                                          484,054            365,790
                                                                              ------------        ------------
             TOTAL CURRENT LIABILITIES                                          1,704,470            897,353
  LONG-TERM DEBT                                                                3,396,620            864,100
                                                                              ------------        ------------
             TOTAL LIABILITIES                                                  5,101,090          1,761,453
                                                                              ------------        ------------

  COMMITMENTS AND CONTINGENCIES
  STOCKHOLDERS' EQUITY
    COMMON STOCK - $0.01 PAR VALUE -10,000,000 SHARES AUTHORIZED;
    3,037,600 AND 3,032,325 SHARES  ISSUED & OUTSTANDING                           30,376             30,323
    ADDITIONAL PAID-IN CAPITAL                                                  2,900,664          2,892,416
    RETAINED EARNINGS                                                           2,442,524          2,864,718
                                                                              ------------        ------------
             TOTAL STOCKHOLDERS' EQUITY                                         5,373,564          5,787,457
                                                                              ------------        ------------
             TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                       $10,474,654         $7,548,910
                                                                              ============        ============

  
   5
  
  

                          CVD EQUIPMENT CORPORATION
                           STATEMENTS OF OPERATIONS



                                                                                     THREE MONTHS ENDED
                                                                                          JUNE 30

                                                                                  2002                2001
                                                                              (UNAUDITED)         (UNAUDITED)
                                                                              ------------        ------------
                                                                                            
  REVENUES
    REVENUE ON COMPLETED CONTRACTS                                            $ 1,895,640         $3,441,977
    REVENUE ON UNCOMPLETED CONTRACTS                                             (254,327)           291,134
                                                                              ------------        ------------
                                             TOTAL REVENUES                     1,641,313          3,733,111
                                                                              ------------        ------------
  COSTS OF REVENUES
    COST ON COMPLETED CONTRACTS                                                 1,391,287          2,187,602
    COST ON UNCOMPLETED CONTRACTS                                                 (89,352)            75,582
                                                                              ------------        ------------
                                    TOTAL COSTS OF REVENUES                     1,301,935          2,263,184
                                                                              ------------        ------------

                                               GROSS PROFIT                       339,378          1,469,927
                                                                              ------------        ------------
  OPERATING EXPENSES
    SELLING AND SHIPPING                                                          202,131            213,328
    GENERAL AND ADMINISTRATIVE                                                    527,036            616,436
                                                                              ------------        ------------
                                      TOTAL OPERATING EXPENSES                    729,167            829,764
                                                                              ------------        ------------
                                       OPERATING (LOSS) INCOME                   (389,789)           640,163
                                                                              ------------        ------------
  OTHER INCOME (EXPENSE)
    INTEREST INCOME                                                                 9,716             10,110
    INTEREST EXPENSE                                                              (24,919)           (16,437)
    GAIN ON SALE OF FIXED ASSETS                                                      -               37,666
    OTHER INCOME                                                                    5,997              1,306
                                                                              ------------        ------------
                                     TOTAL OTHER (LOSS) INCOME                     (9,206)            32,645
                                                                              ------------        ------------

                                    (LOSS) INCOME BEFORE TAXES                   (398,995)           672,808
  INCOME TAX PROVISION                                                                -             (229,690)
                                                                              ------------        ------------
                                             NET (LOSS) INCOME                   (398,995)           443,118


  EARNINGS (LOSS) PER SHARE
    BASIC                                                                     $     (0.13)        $     0.15
    DILUTED                                                                   $     (0.12)        $     0.13

  WEIGHTED AVERAGE SHARES
    BASIC                                                                       3,033,827          3,011,184
    DILUTED                                                                     3,203,502          3,283,844
  
   6
  
  
                          CVD EQUIPMENT CORPORATION
                           STATEMENTS OF OPERATIONS



                                                                                     SIX MONTHS ENDED
                                                                                          JUNE 30

                                                                                  2002                2001
                                                                              (UNAUDITED)         (UNAUDITED)
                                                                              ------------        ------------
                                                                                            
  REVENUES
    REVENUE ON COMPLETED CONTRACTS                                            $ 3,110,663         $5,243,165
    REVENUE ON UNCOMPLETED CONTRACTS                                              420,569          1,964,762
                                                                              ------------        ------------
                                              TOTAL REVENUES                    3,531,232          7,207,927
                                                                              ------------        ------------
  COSTS OF REVENUES
    COST ON COMPLETED CONTRACTS                                                 2,322,954          3,535,082
    COST ON UNCOMPLETED CONTRACTS                                                 228,297            920,783
                                                                              ------------        ------------
                                     TOTAL COSTS OF REVENUES                    2,551,251          4,455,865
                                                                              ------------        ------------

                                                GROSS PROFIT                      979,981          2,752,062
                                                                              ------------        ------------
  OPERATING EXPENSES
    SELLING AND SHIPPING                                                          377,533            399,451
    GENERAL AND ADMINISTRATIVE                                                  1,021,262          1,113,709
                                                                              ------------        ------------
                                    TOTAL OPERATING EXPENSES                    1,398,795          1,513,160
                                                                              ------------        ------------
                                     OPERATING (LOSS) INCOME                     (418,814)         1,238,902
                                                                              ------------        ------------
  OTHER INCOME (EXPENSE)
    INTEREST INCOME                                                                19,544             15,336
    INTEREST EXPENSE                                                              (47,921)           (33,755)
    GAIN ON SALE OF FIXED ASSETS                                                    2,500             37,666
    OTHER INCOME                                                                   22,485              6,053
                                                                              ------------        ------------
                                   TOTAL OTHER (LOSS) INCOME                       (3,392)            25,300
                                                                              ------------        ------------

                                  (LOSS) INCOME BEFORE TAXES                     (422,206)         1,264,202
  INCOME TAX PROVISION                                                                  9           (432,410)
                                                                              ------------        ------------
                                           NET (LOSS) INCOME                     (422,197)           831,792


  EARNINGS (LOSS) PER SHARE
    BASIC                                                                     $     (0.14)        $     0.28
    DILUTED                                                                   $     (0.13)        $     0.25

  WEIGHTED AVERAGE SHARES
    BASIC                                                                       3,035,703          3,006,817
    DILUTED                                                                     3,208,799          3,296,741

  
   7
  
  
                                  CVD EQUIPMENT CORPORATION
                                   STATEMENT OF CASH FLOWS



                                                                                    THREE MONTHS ENDED
                                                                                          JUNE 30

                                                                                  2002                2001
                                                                              (UNAUDITED)         (UNAUDITED)
                                                                              ------------        ------------
                                                                                            
  CASH FLOWS FROM OPERATING ACTIVITIES
    NET  (LOSS) INCOME                                                        $  (398,995)        $  443,118
    Adjustments to reconcile net income to net cash
                          provided by operating activities:
    DEFERRED TAX BENEFIT (PROVISION)                                                  -               68,275
    DEPRECIATION AND AMORTIZATION                                                  70,148             67,960
    GAIN ON SALE OF FIXED ASSETS                                                      -              (37,667)
    BAD DEBT PROVISION                                                             (3,024)           129,127
    (Increase) Decrease In:
    ACCOUNTS RECEIVABLES                                                         (347,710)           618,813
    COST IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS                           313,704            156,145
    INVENTORY                                                                    (906,710)           208,725
    OTHER CURRENT ASSETS                                                          (50,274)             8,385
    OTHER ASSETS                                                                  (46,441)            (1,772)
    Increase (Decrease) In:
       ACCOUNTS PAYABLE                                                           486,861           (169,705)
       ACCRUED EXPENSES                                                           236,675            (44,045)
       BILLINGS IN EXCESS OF COSTS ON UNCOMPLETED CONTRACTS                        (8,728)           (39,248)
                                                                              ------------        ------------

        NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                      (654,494)         1,408,111
                                                                              ------------        ------------

  CASH FLOWS FROM INVESTING ACTIVITIES
    CAPITAL EXPENDITURES                                                       (1,105,174)           (48,082)
    PROCEEDS FROM SALE OF FIXED ASSETS                                                -              155,000
                                                                              ------------        ------------

        NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES                    (1,105,174)           106,918
                                                                              ------------        ------------

  CASH FLOWS FROM FINANCING ACTIVITIES
    PROCEEDS  FROM THE EXERCISE OF OPTIONS                                          8,301             10,974
    PROCEEDS OF LONG-TERM DEBT                                                        -                  -
    PAYMENTS OF LONG-TERM DEBT                                                    (37,419)           (85,164)
                                                                              ------------        ------------

                      NET CASH USED IN FINANCING ACTIVITIES                       (29,118)           (74,190)
                                                                              ------------        ------------

       NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                    (1,788,786)         1,440,839

  CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE QUARTER                     1,889,660            241,776
                                                                              ------------        ------------

        CASH AND CASH EQUIVALENTS AT THE END OF THE QUARTER                   $   100,874         $1,682,615
                                                                              ============        ============

  
   8
  
  
                                  CVD EQUIPMENT CORPORATION
                                   STATEMENT OF CASH FLOWS



                                                                                     SIX MONTHS ENDED
                                                                                          JUNE 30

                                                                                  2002                2001
                                                                              (UNAUDITED)         (UNAUDITED)
                                                                              ------------        ------------
                                                                                            
  CASH FLOWS FROM OPERATING ACTIVITIES
    NET  (LOSS) INCOME                                                        $  (422,197)        $  831,792
    Adjustments to reconcile net income to net cash
                          provided by operating activities:
    DEFERRED TAX BENEFIT (PROVISION)                                                  -              136,549
    DEPRECIATION AND AMORTIZATION                                                 137,124            134,849
    GAIN ON SALE OF FIXED ASSETS                                                   (2,500)           (37,667)
    BAD DEBT PROVISION                                                             (5,071)           161,336
    (Increase) Decrease In:
    ACCOUNTS RECEIVABLES                                                         (371,850)           174,001
    COST IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS                           282,171            116,119
    INVENTORY                                                                    (880,844)           195,692
    OTHER CURRENT ASSETS                                                         (105,752)             9,106
    OTHER ASSETS                                                                  170,740             (9,432)
    Increase (Decrease) In:
       ACCOUNTS PAYABLE                                                           542,418           (260,854)
       ACCRUED EXPENSES                                                           143,531           (244,227)
       BILLINGS IN EXCESS OF COSTS ON UNCOMPLETED CONTRACTS                         2,904           (146,613)
                                                                              ------------        ------------

        NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                      (509,326)         1,060,651
                                                                              ------------        ------------

  CASH FLOWS FROM INVESTING ACTIVITIES
    CAPITAL EXPENDITURES                                                       (3,300,592)           (65,746)
    PROCEEDS FROM SALE OF FIXED ASSETS                                              2,500            155,000
                                                                              ------------        ------------

        NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES                    (3,298,092)            89,254
                                                                              ------------        ------------

  CASH FLOWS FROM FINANCING ACTIVITIES
    PROCEEDS  FROM THE EXERCISE OF OPTIONS                                          8,301             21,922
    PROCEEDS OF LONG-TERM DEBT                                                  1,588,056
    PAYMENTS OF LONG-TERM DEBT                                                    (49,215)           (89,833)
                                                                              ------------        ------------

        NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                     1,547,142            (67,911)
                                                                              ------------        ------------

       NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                    (2,260,276)         1,081,994

  CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE QUARTER                     2,361,150            600,621
                                                                              ------------        ------------

        CASH AND CASH EQUIVALENTS AT THE END OF THE QUARTER                   $   100,874         $1,682,615
                                                                              ============        ============
  
   9
            ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                        THREE MONTHS ENDED JUNE 30, 2002

  REVENUE
  A decrease in volume resulted in second quarter of 2002 revenue being
  $1,641,313, a  56% decrease from second quarter of 2001 revenue of
  $3,733,111.

  COSTS AND EXPENSES
  The cost of revenue decreased to $1,301,935 in second quarter of 2002 as
  compared to $2,263,184 in second quarter of 2001. Of this $961,249 decrease,
  approximately $904,000 is attributed to material, $12,200 to freight in and
  $17,100 to manufacturing supplies..

  Selling and shipping expenses decreased to $202,131 in second quarter of 2002
  from  $213,328 in second quarter of 2001. Of this $11,197 decrease,
  approximately $47,500  is attributed to commissions , $13,000 to freight
  expense, which is offset by an increase of $27,400 to salaries and $19,000 to
  royalties.

  General and Administrative expenses decreased to $527,036 in second quarter
  of 2002 from $616,436 in second quarter of 2001. Of this $89,400 decrease,
  approximately  $18,000 is attributed to legal fees, $132,000 to bad debt,
  which is offset by an increase of $49,000 to salaries and $5,500 to travel
  expense.

  Interest expense increased by $8,482 from $16,437 in second quarter of 2001
  to $24,919 in second quarter of 2002, because the company's average
  outstanding debt increased, as a result of the mortgage on the new building
  purchased on 3/7/02.

  Gain on sale of fixed asset decreased by $37,666 in second quarter of 2002
  from second quarter of 2001, because the company had previously sold some
  fixed assets in 2001.
   10

            ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                         SIX MONTHS ENDED JUNE 30, 2002

  REVENUE
  A decrease in volume resulted in six months of 2002 revenue being $3,531,232,
  a  51% decrease from six months of 2001 revenue of $7,207,927.

  COSTS AND EXPENSES
  The cost of revenue decreased to $2,551,251 in six months of 2002 as compared
  to $4,455,865 in six months of 2001. Of this $1,904,614 decrease,
  approximately $1,848,000 is attributed to material, $22,500 to freight in,
  $49,800 to manufacturing supplies, which is offset by an increase in salaries
  of $52,500.

  Selling and shipping expenses decreased to $377,533 in six months of 2002
  from  $399,451 in six months  of 2001. Of this $21,918 decrease,
  approximately $80,000  is attributed to commissions , $30,000 to freight
  expense, which is offset by an increase of $36,000 to salaries, $35,000 to
  royalties, $10,000 to travel expense and $5,000 to advertising.

  General and Administrative expenses decreased to $1,021,262 in six months of
  2002 from $1,113,709 in six months of 2001. Of this $92,447 decrease,
  approximately  $42,000 is attributed to legal fees, $166,000 to bad debt,
  which is offset by an increase of $94,000 to salaries, $13,900 to building
  rent and $7,700 to travel expense.

  Interest expense increased by $14,166 from $33,755 in six months of 2001 to
  $47,921 in six months of 2002, because the company's average outstanding debt
  increased, as a result of the mortgage on the new building purchased on
  3/7/02

  Gain on sale of fixed asset decreased by $35,166 in six months of 2002 from
  six months of 2001, because the company had sold some fixed assets in 2001.



  LIQUIDITY AND CAPITAL RESOURCES

  By the end of the second quarter of 2002, the Company's cash position
  decreased to $100,874 from $2,361,150 at the beginning of the year. The
  decrease in cash is largely attributed to the cash layout for the new
  building, which $345,000 was for the building acquisition, $757,000 for the
  building's renovations, $856,000 was for the purchase of Conceptronic Inc's
  assets of their Surface Mount Technology (SMT) business, $89,138 for the new
  building's mortgage and $58,300 for commissions .

  However, as part of the building acquisition and the associated mortgage
  transaction,  an escrow account was established. This escrow account was set
  up to fund the building renovation. This escrow account is not accessible by
  CVD Equipment Corporation, until the building renovations are complete, the
  mortgagee inspects the new facility and a new certificate of occupancy is
  issued. The initial escrow amount was $1,106,250 on March 7, 2002. Interest
  on this escrow to the end of the second quarter was $5,694. Hence, the escrow
  balance at the end of the second quarter was $1,111,944.
   11

  At the end of the second quarter of 2002, the Company's account receivable
  position increased to $1,589,158 from $ 1,212,237 at the beginning of the
  year. This increase was attributable to timing of customer payments and
  billings and  a accounts receivable position of $353,000 as part of the
  Conceptronic acquisition.

  At the close of the second quarter of 2002, the Company's backlog increased
  to $1,740,939 from approximately $1,389,004 at the beginning of the year.
  This increase is attributed to a increase in order levels.

  The Company believes that its cash and cash equivalents, cash flow from
  operations and available credit facilities will be sufficient to meet its
  working capital and investment requirements for the next twelve months.
  However, future growth, including potential acquisitions, may require
  additional funding, and from time to time the Company may need to raise
  capital through additional equity or debt financing.
   12









  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, this 9th day of
  August 2002.

                                          CVD EQUIPMENT CORPORATION

                                          By: /s/ Leonard A. Rosenbaum
                                          Leonard A. Rosenbaum
                                          President and Chief Executive Officer


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


  /s/ Leonard A. Rosenbaum     President, Chief Executive Officer and Director
  Leonard A. Rosenbaum




  /s/ Mitchell Drucker         Chief Financial Officer
  Mitchell Drucker