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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee (2)
---------- -------------- ------------- --------- ------------
Common Stock, 250,000 $ 2.56 $ 640,625 $169.13
par value $.001
per share
----------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement
also covers such additional shares as may hereafter be offered
or issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) The aggregate offering price and the registration fee have
been computed pursuant to Rule 457 under the Securities Act
upon the basis of $2.56 per share, being the average of high
and low prices of Common Stock reported on the Nasdaq National
Market on September 18, 2000.
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