COLORADO MEDTECH INC
SC 13D, 2000-08-31
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                 SCHEDULE 13D
                                (Rule 13d-101)

          INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
          13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

                             (Amendment No.____)*




                            Colorado MEDtech, Inc.
-------------------------------------------------------------------------------
                               (Name of Issuer)

                          Common Stock, No Par Value
-------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                  19652U 10 4
-------------------------------------------------------------------------------
                                (CUSIP Number)

                             Michael A. King, Esq.
                               Brown & Wood LLP
                            One World Trade Center
                           New York, New York 10048
                                (212) 839-5300
----------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to
                     Receive Notices and Communications)

                                August 28, 2000
----------------------------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13D to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box |_|.

Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.

                        (Continued on following pages)

                             (Page 1 of ___Pages)

-------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).



<PAGE>

<TABLE>
<CAPTION>


                                                               SCHEDULE 13D

------------------------------------------------                            -------------------------------------------
CUSIP No. 404160103                                                        Page   1   of   1   Pages
------------------------------------------------                            -------------------------------------------

---------------------------------------------------------------------------------------------------------------------------
----------- --------------------------------------------------------------------------------------- -----------------------
<S>        <C>                                                                                      <C>
1
            NAME OF REPORTING PERSON
            S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            Anthony J. Fant
----------- --------------------------------------------------------------------------------------- -----------------------
2
            CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                       (a) |_|
                                                                                                    (b) |_|
----------- --------------------------------------------------------------------------------------- -----------------------
3
            SEC USE ONLY
----------- --------------------------------------------------------------------------------------- -----------------------
4
            SOURCE OF FUNDS*     PF, OO
----------- --------------------------------------------------------------------------------------- -----------------------
5                                                                                                                    |_|
            CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
            2(e)
----------- --------------------------------------------------------------------------------------- -----------------------
6
            CITIZENSHIP OR PLACE OF ORGANIZATION     United States
----------- --------------------------------------------------------------------------------------- -----------------------
NUMBER OF                 7
                                   SOLE VOTING POWER
SHARES
BENEFICIALLY                             1,214,300
OWNED BY                  8        SHARED VOTING POWER
EACH
REPORTING                                   0
PERSON                    9        SHARED DISPOSITIVE POWER
WITH                                    1,214,300


                                   SHARED DISPOSITIVE POWER
                                                0
11
            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                 1,214,300
----------- ----------------------------------------------------------------------------------------------------------- ---------
----------- ----------------------------------------------------------------------------------------------------------- ---------
12                                                                                                                      |_|
            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
----------- ----------------------------------------------------------------------------------------------------------- ---------
----------- ----------------------------------------------------------------------------------------------------------- ---------
13
            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                 9.9%
----------- ----------------------------------------------------------------------------------------------------------- ---------
----------- ----------------------------------------------------------------------------------------------------------- ---------
14
            TYPE OF REPORTING PERSON*


                 IN
----------- ----------------------------------------------------------------------------------------------------------- ---------
                                               *SEE INSTRUCTION BEFORE FILLING OUT!
                                   INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
                                (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION


<PAGE>

</TABLE>

                                 Schedule 13D


Item 1.  Security and Issuer

         This schedule relates to the common stock, no par value ("Shares"),
of Colorado MEDtech, Inc., a Colorado corporation (the "Issuer"). The address
of the principal executive office of the Issuer is 6175 Longbow Drive,
Boulder, CO 80301.

Item 2.  Identity and Background

     (a)-(f) This Schedule 13D is being filed by Anthony J. Fant pursuant to
Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Mr. Fant's business address is P.O. 5000, 1495 Steiger Lake
Lane, Victoria, MN 55386. Mr. Fant's present principal employment is Chairman
and Chief Executive Officer of HEI, Inc., which is engaged in the business of
designing and manufacturing ultraminiature microelectronic devices and high
technology products incorporating these devices. Mr. Fant has not, during the
last five years, been convicted in a criminal proceeding and has not, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which he was or
is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws. Mr. Fant
is a citizen of the United States.

Item 3.  Source and Amount of Funds or Other Consideration

     Mr. Fant has purchased in the aggregate 1,214,300 Shares for cash in the
amount of approximately $8,443,240, including brokerage commissions. Such
Shares were purchased with personal funds and funds borrowed in a margin
account. A copy of representative forms of margin agreements relating to this
filing on Schedule 13D is attached hereto as Exhibit 1, and incorporated
herein by reference.

Item 4.  Purpose of Transaction

     Mr. Fant acquired the Shares because he believed they were undervalued.
Mr. Fant currently intends to seek to gain control of the Issuer in whatever
manner and through whatever means he may determine to be most effective and
most efficient. In seeking control of the Issuer, Mr. Fant does not wish to
prejudice any third party proposal for any corporate transaction involving the
Issuer.

         Mr. Fant currently anticipates that the most desirable means of
gaining control of the Issuer will involve the replacement of some or all
members of the Issuer's Board of Directors. Mr. Fant believes the existing
Board of Directors has failed to take appropriate actions to realize the true
value of the Issuer's business. If successful in gaining control of the Board,
Mr. Fant will evaluate alternative courses of action with an overriding view
toward maximizing shareholder value. At present, Mr. Fant is not soliciting
the support of fellow shareholders for any plans or proposals and will not do
so except in compliance with applicable laws.

         Mr. Fant specifically reserves the right to continue to acquire
securities of the Issuer from time to time in the open market or otherwise and
to sell any securities of the Issuer at any time and from time to time in the
open market or otherwise. In addition, subject to applicable laws, Mr. Fant
specifically reserves the right as a shareholder of the Issuer to discuss with
other shareholders of the Issuer matters that may be of common concern. No
agreements, arrangements or understandings exist between Mr. Fant and third
persons with respect to the foregoing.

         Except as set forth in this Item 4, Mr. Fant has no plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer

(a)      Mr. Fant is the beneficial owner of 1,214,300 shares of Issuer Common
         Stock, or approximately 9.9% of Issuer Common Stock based on a total
         of 12,263,423 shares of Issuer Common Stock stated to be outstanding
         as of April 30, 2000 by Issuer in its Quarterly Report on Form 10-Q,
         which was filed with the Securities and Exchange Commission on May
         15, 2000.

(b)      Mr. Fant has sole power to vote or direct the vote and dispose or
         direct the disposition of shares of Issuer Common Stock.

(c)      Transactions in the Shares effected by Mr. Fant during the past sixty
         (60) days are described in Schedule A attached hereto and
         incorporated herein by reference. All such transactions were effected
         in the open market on the Nasdaq National Market, except as otherwise
         noted in Schedule A.

(d)      Not applicable.

(e)      Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
        to Securities of the Issuer

     The Reporting Person does not have any contract, arrangement,
understanding or relationship with any other person with respect to any
security of Issuer.

Item 7.  Material to Be Filed as Exhibits

Exhibit No.                Description

      1                    Forms of margin agreements.





<PAGE>





                                   SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Date:  August 31, 2000





                                               By:_____________________
                                                     Anthony J. Fant



<PAGE>


<TABLE>
<CAPTION>


                                  SCHEDULE A

                    Schedule of Transactions in the Shares

           Name                        Date              No. of Shares    Price Per Share1
                                   Purchased
--------------------------- --------------------------- ----------------- ------------------

<S>                                    <C>                    <C>             <C>
Anthony J. Fant                        5/24/00                10,000          3.75
                                       5/24/00                90,000          4.125
                                       5/25/00               226,900          4.110
                                       8/11/00                10,000          5.5
                                       8/14/00                 3,700          5.375
                                       8/14/00                 4,000          5.375
                                       8/14/00                 3,000          5.545
                                       8/14/00                 2,000          5.4837
                                       8/14/00                 1,700          5.4825
                                       8/17/00                 4,000          5.8125
                                       8/21/00                 5,000          6.25
                                       8/21/00                36,500          6.6079
                                       8/21/00                 5,000          6.1875
                                       8/22/00               113,500          7.0942
                                       8/22/00                32,300          7.2187
                                       8/23/00                 5,000          7.17
                                       8/23/00                 3,100          7.2950
                                       8/23/00                 3,000          7.2333
                                       8/23/00                 2,000          7.17
                                       8/23/00                 2,000          7.2637
                                       8/23/00                 1,000          7.2012
                                       8/23/00                 1,000          7.1075
                                       8/23/00                 1,000          7.2325
                                       8/24/00                 5,000          7.1075
                                       8/24/00                 3,000          7.2646
                                       8/24/00                 2,300          7.17
                                       8/24/00                 1,300          7.1075
                                       8/24/00                10,000          7.2187
                                       8/28/00               140,000          8.2746
                                       8/28/00               180,000          8.0799
                                       8/29/00                45,000          8.2639
                                       8/29/00                20,000          8.2344
                                       8/30/00                42,000          8.25
                                       8/31/00                90,000          8.5774
                                       8/31/00               110,000          8.5227

</TABLE>












-----------------------------------------
1  Does not include brokerage commission.

                                                                     Exhibit 1


                                 RJSteichen&Co
                        INVESTMENT SECURITIES EST 1929
--------------------------------------------------------------------------------
     One Financial Plaza, 120 South Sixth Street, Suite 100, Minneapolis,
                 MN 55402 (612) 341-6200 WATS (800) 328-4836
--------------------------------------------------------------------------------
                               MARGIN AGREEMENT

In consideration of opening an account or accounts now or in the future, or
continuing an account or accounts in which I (the customer) have a beneficial
ownership interest for the purchase or sale of securities, I agree with you
(Steichen and its agents) as follows, all my relations and dealings with you
being subject to this Agreement:

1.   The word "securities" as used here shall include shares of stock,
     certificates of shares of stock, scrip certificates, stock warrants or
     rights, and bonds, notes, debentures and other evidences of indebtedness
     whether secured or unsecured and the security therefore, and all other
     securities usually and customarily dealt in on exchanges, boards, or
     markets, or by stock brokerage firms.

2.   All transactions made by you or your agents for me shall be subject to
     the constitutions, rules, customs, and practices of the exchanges,
     boards, or markets where executed and of their respective clearing
     houses, and shall be subject to the provisions of the Securities Act of
     1933, the Securities Exchange Act of 1934, and present and future acts
     amendatory thereof or supplemental thereto, and to the rules and
     regulations of the Securities and Exchange Commission and the Board of
     Governors of the Federal Reserve System insofar as they may be
     applicable. All orders for the purchase or sale of any securities are
     given by me and executed with the distinct under-standing that an actual
     purchase or sale is intended and it is my intention and obligation in
     every case to deliver certificates to cover any, and all of my sales. In
     the case of purchases to receive and pay for certificates, I will do so
     upon your demand and in a timely fashion consistent with laws, rules, and
     regulations of applicable regulatory entities. If you make a short sale
     of any securities at my direction or if I fail to deliver to you any
     securities which you have sold at my direction, I authorize you to borrow
     the securities necessary to enable you to make delivery to the purchaser.
     I agree to be responsible for the cost or loss you may incur, or the cost
     of other-wise obtaining the securities if you are unable to borrow them.
     I may not make a settlement for any of my accounts being received by you
     and all securities which are short in my accounts being received by you
     and all securities which are long in my accounts being paid for in full
     and the securities then delivered. You and your correspondents are hereby
     constituted as agents of mine for the purpose of consummating all such
     transactions, and are authorized to make such advances and expend such
     funds to do so.

3.   When placing with you any sell order for a short account, I will
     designate it as such and hereby authorize you to mark such order as being
     "short" and when placing with you any order for a long account, I will
     designate it as such and hereby authorize you to mark such order as being
     for "long." Any sell order which I shall designate as being long will be
     for securities then owned by me, and if such securities are not then
     deliverable by you from any account of mine, the placing of such order
     shall constitute a representation by me that I will deliver such
     securities within regulatory requirements.

4.   Any order given to you by me shall be binding upon me and my personal
     representative until you have actual notice of my death, but my death and
     notice thereof shall not in any way affect your rights under this
     agreement to take any action which you could have taken if I had not
     died.

5.   Subject to the provisions of applicable statutes and regulations
     thereunder, all securities now or hereafter held or purchased by you for
     me shall be subject to a general lien for the payment of all liabilities
     of mine to you, however and whenever arising, and you are hereby
     authorized without notice to me whenever you deem it advisable from time
     to time to transfer interchangeably between any accounts I have with you
     any or all of the securities so held, without notice to me and without
     regard to whether you have in your possession or subject to your control
     at the time thereof, other securities of the same kind and amount, in the
     usual course of business to pledge, repledge, hypothecate, rehypothecate
     (either for the amount due you from me or for a greater or lesser sum),
     and lend the same to yourselves as brokers, or to others from time to
     time, separately or commingled with securities carried for other
     customers, and you shall not be required to deliver to me the same
     securities deposited or received but only securities of the same kind and
     amount.

6.   All amounts advanced by you and other balances due shall be charged with
     interest at such rate or rates as you may from time to time determine,
     and shall include all commissions and such other charges as you may make
     to cover your facilities and extra services. You may at any time demand
     that my account or accounts immediately be brought current, and all
     amounts and other advanced balances due, with interest and commissions,
     shall be due and payable on demand. Unless demand is sooner made,
     interest is due and payable monthly, and if not paid when due shall be
     added to the principal balance of my account and thereafter shall bear
     interest at the rate provided for in this paragraph. I will at all times
     maintain margins for my account(s) as from time to time required by you.

7.   You may associate sub-brokers and shall be responsible only for
     reasonable care in their selection and may settle contracts and
     controversies according to the regulations and customs of the exchange,
     board, or market where the orders are executed. You may deal with members
     of any exchange known as specialists or known as odd lot dealers and in
     the execution of my orders they may act as sub-brokers for me and may
     also buy or sell the securities for themselves as dealers on their own
     accounts.

8.   Upon my death or failure to comply with any of the provision hereof, or
     whenever you deem it necessary for your protection, (if being understood
     that on transactions in securities when, as, and if issued, you are
     entitled to protection against your contingent liability pending the
     issue of the securities to the same extent as in purchases and sales of
     securities already issued, and that you may purchase or sell odd lots on
     offer or bid without waiting for a round lot transaction) you are hereby
     authorized and empowered to cancel outstanding orders; to sell, assign,
     and deliver all or any part of the securities held or carried for me; and
     close out short sales by purchase upon any exchange, board, or market, or
     at any public or private sale at your option; all without demand for
     margin or notice of purchase or sale, which are expressly waived, and no
     specific demand or notice shall invalidate this waiver, and after
     deducting all costs and expenses of purchase or of sale and delivery, to
     apply the residue of the proceeds to the payment of my liabilities to
     you, returning the surplus (if any) to me, and I shall remain liable for
     any deficiency. (At any such sale at public auction or on any exchange,
     you may become purchasers for yourselves or on behalf of anyone else.) If
     I do not promptly pay any remaining deficiency, I agree to pay all costs
     of collection, including reasonable attorney fees. Our relationship will
     be governed by Minnesota law.

9.   You shall not be liable to pay interest on any credit balances owed by
     you to me, but you shall only be liable to pay such balance on demand,
     subject to your right to offset such balance against any amounts owed to
     you under this agreement.

10.  Whenever any statute shall be enacted, or any regulation made under any
     statute or by any exchange, board, or market, which shall be applicable
     to and affect in any manner or be inconsistent with any of the provisions
     hereof, the provisions of this agreement so affected shall be deemed
     modified or superseded, as the case may be, by such statute or
     regulation, and all other provisions of this agreement and the provisions
     as so modified shall in all respects continue and be in full force and
     effect

11.  Reports of the execution of orders and statements of my accounts shall be
     conclusive if not objected to in writing, within two days of receiving
     written confirmation of an order, or within ten days of receiving an
     account statement.

                                    (OVER)

12.  My address and social security number listed below are correct. All
     notices and other communications should to be sent to that address unless
     I notify you in writing of a change in my address. The sending of notices
     and other communications by you to my address or to such changed address
     shall be deemed personal delivery thereof to me.

13.  I hereby represent that I am of majority age and that I am not an
     employee of any exchange, any corporation of which any exchange owns a
     majority of the capital stock, a member of any exchange, any firm
     registered on any exchange, a bank, trust company, insurance company, any
     corporation, association, firm or individual engaged in the business of
     dealing, either as broker or principal, in stocks, bonds, or other
     securities or any forms of commercial paper. If at any time during the
     life of this agreement I become so associated, I will notify you. No one
     other than myself has or will have an interest in any account governed
     hereby except as I advise you in writing.

14.  I hereby authorize you to lend yourself as brokers or to others any
     security held on margin in any accounts of the undersigned. This
     authorization shall remain in full force and effect until revoked by
     written notice addressed and delivered to you at your principal office in
     Minneapolis, Minnesota.

15.  I hereby authorize you to obtain federal and state records of employment
     and income history, including State Employment Security Agency records.
     This authorization is for this transaction only, and continues in effect
     for one (1) year, unless limited by state law, in which case the
     authorization continues in effect for the maximum period allowed by law,
     not to exceed one (1) year. I further authorize you to order a consumer
     credit report.

16.  AGREEMENT TO ARBITRATE: The Customer should take note of these
     disclosures concerning arbitration:

     (a)  Arbitration is final and binding on the parties.
     (b)  The parties are waiving their rights to seek remedies in court,
          including the right to a jury trial.
     (c)  Pre-arbitration discovery is generally more limited than and
          different from court proceedings.
     (d)  The arbitrators' award is not required to include factual findings
          or legal reasoning, and any party's right to appeal or seek
          modification of rulings by the arbitrator is strictly limited.
     (e)  The panel of arbitrators will typically include a minority of
          arbitrators who were (or are) affiliated with the securities
          industry.

     I/We hereby agree that all past, present, or future controversies between
     you and me arising out of this Agreement or arising out of the business
     relationship between the parties, including claims of fraud in the
     inducement of this Agreement, shall be submitted to binding arbitration
     pursuant to the Federal Arbitration Act. Such arbitration shall be
     conducted before the National Association of Securities Dealers, Inc.
     (NASD) in accordance with the NASD Code of Arbitration Procedure. The
     award of the arbitrator(s), or a majority of them, shall be final, and
     judgment upon such award may be entered in any court of competent
     jurisdiction. No person shall bring a putative or certified class action
     to arbitration, nor seek to enforce any pre-dispute arbitration agreement
     against any person who has initiated in court a putative class action, or
     who is a member of a putative class action, unless (i) the class
     certification is denied; (ii) the class is decertified; or (iii) the
     customer is excluded from the class by the court. This agreement shall
     not preclude Steichen from seeking injunctive relief in state or federal
     court if deemed necessary.

<TABLE>
<CAPTION>

<S>                          <C>                                        <C>
--------------------------    ---------------------------------------    --------------------
ACCOUNT NUMBER                      ACCOUNT OWNER'S NAME (print)            SOC. SEC. NO.

-------------------------    ---------------------------------------
DATE                                 ACCOUNT OWNER'S SIGNATURE


--------------------------    ---------------------------------------    --------------------
STREET ADDRESS                   JOINT ACCOUNT OWNER'S NAME (print)           SOC. SEC. NO.

--------------------------    ---------------------------------------
CITY, STATE, ZIP                 JOINT ACCOUNT OWNER'S SIGNATURE

----------------------------------------------------------------------------
</TABLE>

                       CREDIT TERMS FOR MARGIN ACCOUNTS

In accordance with Truth in Lending regulations, we (Steichen) are informing
you (the Customer) of our charges in connection with credit which may be
extended to you in your Customer Margin Account. You agree to these terms and
conditions by your signature above.

o    The annual rate of interest charged on your margin account balance can
     vary from month to month. This rate is computed monthly and can be
     changed by us without prior notification to you.

o    The method of computing interest will be as follows: The debit balance in
     your account will be added for each day during the month that there is a
     debit balance, and then divided by the total number of days in that
     month. This figure will then be multiplied by the annual rate of
     interest, then divided by 12. Debit balances are determined by the total
     amount of money due us in your margin account. This debit balance will
     not be reduced by credits which might appear in other accounts you
     maintain with us, nor will it be reduced by any credit which arises by
     virtue of a short sale.

o    Any securities in any of your accounts are collateral for any debit
     balance in your account with us. A lien is created by these debits to
     secure the amount of money owed us. This means that in accordance with
     the terms of our customer agreement with you, securities in your
     account(s) can be sold to reduce or to liquidate entirely any debit
     balances in your account.

o    If there is a decline in the market value of the securities that are
     collateral for your debit balance, it may be necessary for us to request
     additional margin. A request for additional margin may be made when the
     equity in the account falls below 30% of the market value of all of the
     securities in the account. A request for margin may be made without prior
     notice to you and at our sole discretion. The equity is the excess market
     value of the securities in the account over the debit balance. We retain
     the right to require additional margin when we deem it desirable. These
     margin calls can be met by a cash deposit or the delivery of additional
     marginable securities into your account. We reserve the right to sell out
     securities in your accounts or transfer assets from your other accounts
     to meet margin calls without your prior notice or consent.

If you have further questions about interest charges to your account, please
contact your registered representative.
(08/31/00)                                                      MARGIN 1.DOC.



                               JC BRADFORD & Co.
                    MEMBERS OF NEW YORK STOCK EXCHANGE, INC.

                                MEMBER S.I.P.C.

                      SECURITIES ACCOUNT MARGIN AGREEMENT
                         Consent to Loan of Securities

     In consideration of the acceptance by J.C. Bradford & Co. ("Bradford")
of the account(s) in which I have an interest, alone or with others, which I
have opened or open in the future, with Bradford for the purchase and sale of
securities or commodities I agree as follows:

1. RULES AND REGULATIONS

     All transactions for my account shall be subject to the then applicable
constitution, rules, regulations, customs and usages of the exchange or market
and its clearing house, if any, where executed by Bradford or its agents; and,
where applicable, the Securities Exchange Act of 1934, as amended; the
Commodity Exchange Act, as amended; the rules and regulations of the
Securities and Exchange Commission, the Board of Governors of the Federal
Reserve System and the Commodity Futures Trading Commission.

2. WAIVER

     I agree that no provision of this Agreement shall be waived, altered,
modified or amended unless committed to in writing and signed by a partner of
Bradford. No waiver of any provision of this Agreement shall be deemed a
waiver of any other provision, nor a continuing waiver of the provision(s) so
waived.

3. SEVERABILITY

     If any provision of this Agreement is held to be invalid, void or
unenforceable by reason of any law, rule, administrative order or judicial
decision, that determination shall not affect the validity of the remaining
provisions of this Agreement.

4. SECURITY INTEREST

     All monies, securities, commodities or contracts relating thereto and all
other property in any account in which I have an interest (held either
individually, jointly or otherwise) or which may at any time be in Bradford's
possession for any purpose, including safekeeping, shall be subject to a
general lien for the discharge of all obligations I may have to Bradford,
however and whenever arising. All securities and other property shall be held
by Bradford as security for the payment of all such obligations or
indebtedness in any account in which I may have an interest.

5. LOAN OR PLEDGE OF SECURITIES

     All monies, securities and commodities or contracts relating thereto and
all other property which Bradford may at any time be carrying for me or in
which I may have an interest, may from time to time and without notice be
carried in Bradford's general loans and may be pledged, repledged,
hypothecated or rehypothecated, separately or in common with other securities
or any other property for the sum due Bradford thereon or for a greater sum
without retaining in Bradford's possession and control for delivery a like
amount of similar securities or commodities. Subject to applicable law,
Bradford, without notice to me may apply and/or transfer any or all monies,
securities, commodities or contracts relating thereto and all other property
interchangeably between accounts or to accounts in which I have an interest or
which are guaranteed by me (except regulated commodity accounts). Bradford is
hereby specifically authorized to transfer to your cash account on settlement
day any excess funds available in any of your other accounts, including but
not limited to any free balances in any margin account, sufficient to make
full payment of cash purchases. I agree that any debit occurring in any of my
accounts may be transferred at Bradford's option to my margin account. I
hereby authorize Bradford, from time to time, to lend, separately or together
with property of others, to itself or others, any property it may be carrying
for me on margin. This authorization shall apply to all accounts for me.

6. INTEREST CHARGES

     Debit balances in my accounts shall be charged interest or service
charges in accordance with Bradford's policies and at prevailing rates
determined by Bradford.

7. LIQUIDATION

     I understand that, notwithstanding a general policy of giving customers
notice of a margin deficiency, Bradford is not obligated to request additional
margin from me in the event my account falls below minimum maintenance
requirements. More importantly, there may be circumstances where Bradford will
liquidate securities and/or other property in the account without notice to me
to ensure that minimum maintenance requirements are satisfied. Bradford shall
have the right in accordance with its general policies regarding margin
maintenance requirements to require additional collateral or the liquidation
of any securities and other property whenever in its discretion it considers
it necessary for its protection, including in the event of, but not limited
to: My failure to promptly meet any call for additional collateral; the filing
of a petition in bankruptcy by or against me; the appointment of a receiver is
filed by or against me an attachment is levied against any account in which I
have an interest or; my death. In such event, Bradford is authorized to sell
any and all securities and other property in any account of mine, whether
carried individually or jointly with others, to buy all securities or other
property which may be short in such account(s), to cancel any open orders and
to close any or all outstanding contracts, all without demand for margin or
additional margin, other notice of sale or purchase, or other notice of
advertisement each of which is expressly waived by me. Any such sales or
purchases may be made at Bradford's discretion on any exchange or other market
where such business is usually transacted or at public auction or private
sale, and Bradford may be the purchaser for its own account. It is understood
a prior demand, or call, or prior notice of the time and place of such sale or
purchase shall not be considered a waiver of Bradford's right to sell or buy
without demand or notice as herein provided.

8. MARGIN

     I will at all times maintain positions and margins in my accounts as
Bradford, in its discretion, may from time to time require and will pay on
demand any debit balance owing with respect to such accounts.

9.  GOVERNING LAW

     This agreement shall be governed by the laws of the State of New York.
and shall insure to Bradford's successors and assigns, and shall be binding on
me, my heirs, executors, administrators and assigns.

                               SIGN AND RETURN


[GRAPHIC OMITTED]


<PAGE>

10.  ARBITRATION DISCLOSURES

     o    ARBITRATION IS FINAL AND BINDING ON THE PARTIES.

     o    THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT
          INCLUDING THE RIGHT TO JURY TRIAL.

     o    PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND
          DIFFERENT FROM COURT PROCEEDINGS.

     o    THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS
          OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK
          MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.

     o    THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
          ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.

11. ARBITRATION

     I agree, and by carrying an account for me, Bradford agrees, that all
controversies which may arise between us concerning any transaction or the
construction, performance or breach of this or any other agreement between us,
whether entered in prior, on or subsequent to the date hereof, shall be
determined by arbitration. Any arbitration under this agreement shall be
conducted pursuant to the Federal Arbitration Act and the laws of the state of
Tennessee, before the New York Stock Exchange, Inc. or an arbitration facility
provided by any other exchange of which Bradford is a member, or the National
Association of Securities Dealers, Inc. and in accordance with the rules
obtaining of the selected organization. I may elect in the first instance
whether arbitration shall be by New York Stock Exchange, or another exchange
or self-regulatory organization of which the broker is a member, but if I fail
to make such election, by registered letter or telegram addressed to Bradford
at its main office, before the expiration of five days after receipt of a
written request from Bradford to make such election, then Bradford may make
such election. No person shall bring a putative or certified class action to
arbitration, nor seek to enforce any predispute arbitration agreement against
any person who has initiated in court a putative class action; who is a member
of a putative class who has not opted out of the class with respect to any
claims encompassed by the putative class action until: (1) the class
certification is denied; (2) the class is decertified; or (3) the customer is
excluded from the class by the court. Such forbearance to enforce an agreement
to arbitrate shall not constitute a waiver of any rights under this agreement
except to the extent stated herein. The award of the arbitrators, or of the
majority of them, shall be final, and judgment upon the award rendered may be
entered in any court, state or federal, having jurisdiction.

12.  SALE ORDERS/DELIVERIES

     I agree that when placing a sell order, all "short" sale orders shall be
designated as "short" and all "long" sale orders shall be designated as "long".
I represent that any sell order which I designate as "long" shall be for
securities then owned by me and if such securities are not then deliverable
from my account, that I will deliver them on or before settlement date. In the
case of the sale of any security, commodity or other property by Bradford at
my direction, Bradford's inability to deliver the same to the purchaser by
reason of my failure to supply Bradford therewith, I authorize Bradford to
borrow such security, commodity or other property necessary to make delivery
thereof and I agree to be responsible for any loss which Bradford may sustain
thereby and any premiums which it may be required to pay thereon and for
any additional loss which it may sustain by reason of its inability to borrow
the security, commodity or other property sold on my behalf.

13.  BROKER

     I understand that in all transactions between me and Bradford, Bradford
shall be acting as broker for me, except when Bradford discloses to me that,
with respect to such transaction, it is acting as dealers for its account or
as broker for some other person.

14.  COMMUNICATIONS

     Confirmations of transactions and statements of my account shall be
conclusive if not objected to in writing to Bradford within 5 days and 10 days
respectively after transmitted to me by mail or otherwise. Communications may
be sent to me at the address shown on Bradford's records for my account or at
such other address as I may hereafter provide to Bradford in writing. All
communications sent, whether by mail, telegraph, messenger or otherwise will
be deemed given, whether actually received or not.

15.  REPRESENTATIONS

     I represent that I am of legal age, am not an employee or member of any
exchange or a member firm or any corporation of which any exchange owns a
majority interest or the NASD or of a bank, trust company, insurance company
or other employer engaged in the business of a broker-dealer and that I will
promptly notify Bradford if I become so employed. I further represent that,
unless otherwise disclosed to Bradford in writing, no one except myself has an
interest in the account or accounts maintained with Bradford in my name.

16.  AGREEMENT CONTAINS ENTIRE UNDERSTANDING/ASSIGNMENT

     This Agreement contains the entire understanding between myself and
Bradford concerning the subject matter of this Agreement. I may not assign the
rights and obligations hereunder without first obtaining the prior written
consent of Bradford.

BY SIGNING THIS AGREEMENT I ACKNOWLEDGE THAT:

1.   THE SECURITIES IN MY MARGIN ACCOUNT MAY BE LOANED TO BRADFORD OR LOANED
     OUT TO OTHERS AND;

2.   I HAVE RECEIVED A COPY OF THIS AGREEMENT; AND

3.   THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 11.


_________________________________    (X)______________________________________
Date                                    Customer Signature

_________________________________    (X)______________________________________
Account Number                          Customer Signature





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