1. NAME OF REPORTING PERSONS, S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl W. Dinger III
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
Personal Funds of the Reporting Person
5. CHECK BOX IF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
/ /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7. SOLE VOTING POWER
413,666
8. SHARED VOTING POWER
0 (see Item 5)
9. SOLE DISPOSITVE POWER
413,666
10. SHARED DISPOSITIVE POWER
0 (see Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
413,666
12. CHECK BOX IF THE AGGREGATE EXCLUDES CERTAIN SHARES
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.99%
14. TYPE OF REPORTING PERSON
IN
MATERIAL CHANGES AS OF MARCH 23, 2000 PURSUANT TO CFR 240.13d-2(a)
BY REPORTING PERSON CARL W. DINGER III SINCE LAST 13D-AMENDMENT
FILED MARCH 6, 2000:
ITEM 5: INTEREST IN THE SECURITES OF THE ISSUER
As previously disclosed in reporting person's last 13D Amendment on March 6,
2000:
In 1998, the Reporting Person and the Issuer agreed to a formal arrangement
whereby the Reporting Person is acting as a consultant to the Issuer regarding
certain matters for compensation. Additionally, in 1998, the Reporting Person
and the Issuer signed an option for the duration of the agreement giving the
Issuer the right but not the obligation to buy the Reporting Person's shares of
the Issuer's stock. The Reporting Person further agreed to vote his shares with
the recommendation of the Board of Directors on all matters brought before the
shareholders at large.
On March 6, 2000, the Reporting Person and the Issuer reached agreements
regarding a continuation of the 1998 arrangement under modified terms. The
reporting person will purchase from the Issuer approximately 227,500 shares of
newly issued restricted common stock at $2.50 per share, (a price above the
average market price over the last thirty (30) days). The purchase will
result in the Reporting Person owning approximately 11.99% of the Issuer's
outstanding common stock for investment purposes. In accordance with the
agreement, the funding and issuance of the shares will occur within sixty
(60) days of March 6, 2000, the date of the agreement. Furthermore, the
Reporting Person and the Issuer have agreed to extend the Reporting Person's
consulting arrangement with the Issuer for four (4) years beginning with the
end of the 1998 agreement. The Reporting Person has also granted the Issuer
an option on his holdings giving the Issuer the right but not the obligation
to purchase the Reporting Person's shares over the four-year period. The
Reporting Person has also agreed to vote his shares with the recommendation
of the Board of Directors of the Issuer on all matters brought before the
shareholders at large. Other than the purchase described above, the Report-
ing Person has agreed not to increase or decrease his position in the Issuer
during the option period. Except as described above, the Reporting Person
has no plans which relate to or which would involve any of the matters
described in subparagraphs (a) through (j) of Item 4 of Form 13D.
Additionally, Reporting person and issuer have completed the above trans-
action on March 23, 2000, resulting in reporting person owning 11.99%.
