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## 10. QUARTERLY FINANCIAL DATA (UNAUDITED) 

The following table summarizes the quarterly financial data for the periods indicated (dollars in thousands, except for per share amounts): 

<img src='content_image/52525.jpg'>

## 11. RELATED PARTY TRANSACTIONS 

## SKM Financial Advisory Services 

In 1996, the Company entered into a management agreement with SKM which provides for the payment of an annual fee of $150,000, payable quarterly in advance, in exchange for certain financial advisory services. This management agreement remains in effect until SKM or any of its affiliates’ total ownership of the Company’ Common Stock is less than 10% on a fully diluted basis. Pursuant to the management agreement, the Company incurred fees and expenses of approximately $160,000, $150,000 and $151,000 during fiscal 2001, fiscal 2000 and fiscal 1999, respectively. 

## Stockholders Agreement 

The Company and certain of its stockholders, who as of February 2, 2002 own in the aggregate a majority of the Common Stock, are parties to a Stockholders Agreement (the “Stockholders Agreement”). The Stockholders Agreement places certain limitations upon the transfer, in privately negotiated transactions, of shares of Common Stock beneficially owned by Ezra Dabah and the SK Funds. In addition, the Stockholders Agreement provides that (1) so long as Ezra Dabah, together with members of his family beneficially owns shares representing at least 25% of the shares of Common Stock owned by such parties on the date of the Stockholders Agreement, the stockholders party to the Stockholders Agreement will be obligated to vote all shares as to which they have voting rights in a manner such that the Board of Directors will at all times include three directors nominated by Ezra Dabah and (2) so long as the SK Funds beneficially own shares 

