<PAGE>   1
    As filed with the Securities and Exchange Commission on February 22, 2001
                                                       File No. 333-___________

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             FIRST AID DIRECT, INC.
               (Exact name of issuer as specified in its charter)

               Florida                                        59-1796257
      (State or other jurisdiction                          (I.R.S. Employer
    of incorporation or organization)                      Identification No.)

     10211 Northeast 53rd Street
           Sunrise, Florida                                       33351
Address of principal executive offices)                         (Zip Code)


                               ------------------

                 CONSULTING AGREEMENT WITH RICHARD R. DWYER, JR.
                            (Full title of the plan)

                              ------------------

                                  Scott Siegel
                           10211 Northeast 53rd Street
                                Sunrise, FL 33351
                                 (954) 749-9926
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                              Atlas Pearlman, P.A.
                     350 East Las Olas Boulevard, Suite 1700
                         Fort Lauderdale, Florida 33301
                                 (954) 763-1200


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================================
                                                              Proposed                  Proposed
                                                              Maximum                   Maximum
                                                              Offering                  Aggregate                  Amount of
Title of Securities          Amount to be                     Price per                 Offering                   Registration
 to be Registered            Registered                       Share                     Price                      Fee
===============================================================================================================================
<S>                          <C>                              <C>                       <C>                        <C>
Common Stock
($.001 par value)            80,000                           $2.00(1)                  $160,000                   $40.00
===============================================================================================================================
</TABLE>

(1)      The common shares are issuable upon exercise of options. Accordingly,
         the fee on the options are based on the average of the high and low
         sale prices of the Registrant's common stock as quoted on the OTC
         Bulletin Board, pursuant to Rule 457(c) under the Securities Act of
         1933.


<PAGE>   2



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

         First Aid Direct, Inc. will provide the information specified in Item 1
by Rule 428 of the Securities Act of 1933 to the Consultant. We are not filing
these documents as part of this registration statement or as prospectuses or
prospectus supplements in accordance with the rules and regulations of the
Securities and Exchange Commission.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         First Aid Direct, Inc. will provide the information specified in Item 2
by Rule 428(b) of the Securities Act of 1933 to the Consultant. We are not
filing these documents as part of this registration statement or as prospectuses
or prospectus supplements in accordance with the rules and regulations of the
Securities and Exchange Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         We incorporated by reference the documents, which we filed previously
with the Securities and Exchange Commission, listed below:

         o        Quarterly Report on Form 10-QSB for the quarterly period ended
                  September 30, 2000 and amended filed November 17, 2000.

         o        Quarterly Report on Form 10-QSB, for the quarterly period
                  ended June 30, 2000 filed August 21, 2000.

         o        Form 8-K Current Report filed August 30, 2000.

         o        Form 10-SB filed December 19, 2000.

         We also incorporate by reference any future filings we make with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934.




                                        1


<PAGE>   3



ITEM 4. DESCRIPTION OF SECURITIES

COMMON STOCK

         Common stockholders share dividends on a proportionate basis, as may be
declared by the Board of Directors. Upon liquidation, dissolution or winding up
of First Aid, after payment to creditors, First Aid's assets will be divided
proportionately on a per share basis among the holders of our common stock.

         Each share of our common stock has one vote. Holders of our common
stock do not have cumulative voting rights. This means that the holders of a
plurality of the shares voting for the election of directors can elect all of
the directors. In that event, the holders of the remaining shares will not be
able to elect any directors. First Aid's by-laws provide that a majority of the
outstanding shares of our common stock are a quorum to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights. Also, our common stock is not redeemable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

EXPERTS

         Rachlin Cohen & Holtz LLP, independent certified public accountants,
have audited our financial statements included in our Form 10-SB for the years
ended December 31, 1998 and 1999, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements are incorporated by reference in reliance on
the report of Rachlin Cohen & Holtz, LLP, given on their authority as experts in
accounting and auditing.

LEGAL MATTERS

         Atlas Pearlman, P.A. will review the validity of the issuance of the
shares of our common stock being issued. They are located at 350 East Las Olas
Boulevard, Suite 1700, Fort Lauderdale, Florida 33301.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Florida Business Corporation Act permits the indemnification of
directors, employees, officers and agents of Florida corporations. First Aid's
Articles of Incorporation and Bylaws provide that we shall indemnify our
directors and officers to the fullest extent permitted by the Corporation Act.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the First Aid
pursuant to the foregoing provisions, First Aid has been informed that, in the
opinion of the Securities and Exchange Commission, such



                                        2


<PAGE>   4

indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

ITEM 8. EXHIBITS

Exhibit           Description
-------           -----------

4                 Instruments defining the rights of security holders, including
                  indentures.

4.1               Consulting Agreement with Richard R. Dwyer, Jr.

5                 Opinion of Atlas Pearlman, P.A. as to the validity of the
                  shares being registered*

23.               Consents of experts and counsel.

                  23.1 Consent of Independent Certified Public Accountants

                  23.2 Consent of Atlas Pearlman, P.A. (included as part of
                       Exhibit 5).

*Filed herewith.

ITEM 9. UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:



                                        3


<PAGE>   5



         (i)      To include any prospectus required by section 10(a)(3) of the
                  Securities Act of 1933;

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement;

         (iii)    To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement.

         Provided, however, that paragraph (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.



                                        4


<PAGE>   6



         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                        5


<PAGE>   7



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunrise and the State of Florida, on the 22nd day of
February, 2001.

                                      FIRST AID DIRECT, INC.



                                     By: /s/ Scott Siegel
                                          --------------------------------------
                                          Scott Siegel, Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                       Title                               Date
---------                       -----                               -----

/s/ Scott Siegel                Principal Executive Officer,
------------------------        Financial and Accounting
Scott Siegel                    Officer and Director           February 22, 2001



/s/ Kevin M. Crotty
----------------------
Kevin M. Crotty                 Director                       February 22, 2001



/s/ Steven M. Smiley
---------------------
Steven M. Smiley                Director                       February 22, 2001






                                        6


<PAGE>   8
                                  EXHIBIT INDEX

                             FIRST AID DIRECT, INC.

Exhibit
Number                            Description
------                            -----------

  4.1         Consulting Agreement with Richard R. Dwyer, Jr.

  5           Opinion of Atlas Pearlman, P.A. as to the validity of the shares
              being registered

  23.1        Consent of Independent Certified Public Accountants

  23.2        Consent of Atlas Pearlman, P.A. (included as part of Exhibit 5).
[{"type": "S-8", "sequence": "1", "filename": "g67234s-8.txt", "description": "FIRST AID DIRECT, INC. FORM S-8", "secsgml_size_bytes": 16605}]
{"company-data": {"conformed-name": "FIRST AID DIRECT INC", "cik": "0001114644", "assigned-sic": "3842", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56056", "film-number": "1552311"}, "business-address": {"street1": "10211 NW 53RD ST", "city": "SUNRISE", "state": "FL", "zip": "33351", "phone": "9547499926"}, "mail-address": {"street1": "10211 NW 53RD ST", "city": "SUNRISE", "state": "FL", "zip": "33351"}}
1
    As filed with the Securities and Exchange Commission on February 22, 2001
                                                       File No. 333-___________

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             FIRST AID DIRECT, INC.
               (Exact name of issuer as specified in its charter)

               Florida                                        59-1796257
      (State or other jurisdiction                          (I.R.S. Employer
    of incorporation or organization)                      Identification No.)

     10211 Northeast 53rd Street
           Sunrise, Florida                                       33351
Address of principal executive offices)                         (Zip Code)

                               ------------------

                 CONSULTING AGREEMENT WITH RICHARD R. DWYER, JR.
                            (Full title of the plan)

                              ------------------

                                  Scott Siegel
                           10211 Northeast 53rd Street
                                Sunrise, FL 33351
                                 (954) 749-9926
                     (Name and address of agent for service)

                                    Copy to:

                            James M. Schneider, Esq.
                              Atlas Pearlman, P.A.
                     350 East Las Olas Boulevard, Suite 1700
                         Fort Lauderdale, Florida 33301
                                 (954) 763-1200

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================================
                                                              Proposed                  Proposed
                                                              Maximum                   Maximum
                                                              Offering                  Aggregate                  Amount of
Title of Securities          Amount to be                     Price per                 Offering                   Registration
 to be Registered            Registered                       Share                     Price                      Fee
===============================================================================================================================
Common Stock
($.001 par value)            80,000                           $2.00(1)                  $160,000                   $40.00
===============================================================================================================================
(1)      The common shares are issuable upon exercise of options. Accordingly,
         the fee on the options are based on the average of the high and low
         sale prices of the Registrant's common stock as quoted on the OTC
         Bulletin Board, pursuant to Rule 457(c) under the Securities Act of
         1933.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

         First Aid Direct, Inc. will provide the information specified in Item 1
by Rule 428 of the Securities Act of 1933 to the Consultant. We are not filing
these documents as part of this registration statement or as prospectuses or
prospectus supplements in accordance with the rules and regulations of the
Securities and Exchange Commission.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         First Aid Direct, Inc. will provide the information specified in Item 2
by Rule 428(b) of the Securities Act of 1933 to the Consultant. We are not
filing these documents as part of this registration statement or as prospectuses
or prospectus supplements in accordance with the rules and regulations of the
Securities and Exchange Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         We incorporated by reference the documents, which we filed previously
with the Securities and Exchange Commission, listed below:

         o        Quarterly Report on Form 10-QSB for the quarterly period ended
                  September 30, 2000 and amended filed November 17, 2000.

         o        Quarterly Report on Form 10-QSB, for the quarterly period
                  ended June 30, 2000 filed August 21, 2000.

         o        Form 8-K Current Report filed August 30, 2000.

         o        Form 10-SB filed December 19, 2000.

         We also incorporate by reference any future filings we make with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934.

                                        1
3

ITEM 4. DESCRIPTION OF SECURITIES

COMMON STOCK

         Common stockholders share dividends on a proportionate basis, as may be
declared by the Board of Directors. Upon liquidation, dissolution or winding up
of First Aid, after payment to creditors, First Aid's assets will be divided
proportionately on a per share basis among the holders of our common stock.

         Each share of our common stock has one vote. Holders of our common
stock do not have cumulative voting rights. This means that the holders of a
plurality of the shares voting for the election of directors can elect all of
the directors. In that event, the holders of the remaining shares will not be
able to elect any directors. First Aid's by-laws provide that a majority of the
outstanding shares of our common stock are a quorum to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights. Also, our common stock is not redeemable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

EXPERTS

         Rachlin Cohen & Holtz LLP, independent certified public accountants,
have audited our financial statements included in our Form 10-SB for the years
ended December 31, 1998 and 1999, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements are incorporated by reference in reliance on
the report of Rachlin Cohen & Holtz, LLP, given on their authority as experts in
accounting and auditing.

LEGAL MATTERS

         Atlas Pearlman, P.A. will review the validity of the issuance of the
shares of our common stock being issued. They are located at 350 East Las Olas
Boulevard, Suite 1700, Fort Lauderdale, Florida 33301.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Florida Business Corporation Act permits the indemnification of
directors, employees, officers and agents of Florida corporations. First Aid's
Articles of Incorporation and Bylaws provide that we shall indemnify our
directors and officers to the fullest extent permitted by the Corporation Act.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the First Aid
pursuant to the foregoing provisions, First Aid has been informed that, in the
opinion of the Securities and Exchange Commission, such

                                        2
4

indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

ITEM 8. EXHIBITS

Exhibit           Description
-------           -----------

4                 Instruments defining the rights of security holders, including
                  indentures.

4.1               Consulting Agreement with Richard R. Dwyer, Jr.

5                 Opinion of Atlas Pearlman, P.A. as to the validity of the
                  shares being registered*

23.               Consents of experts and counsel.

                  23.1 Consent of Independent Certified Public Accountants

                  23.2 Consent of Atlas Pearlman, P.A. (included as part of
                       Exhibit 5).

*Filed herewith.

ITEM 9. UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                                        3
5

         (i)      To include any prospectus required by section 10(a)(3) of the
                  Securities Act of 1933;

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement;

         (iii)    To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement.

         Provided, however, that paragraph (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                        4
6

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        5
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunrise and the State of Florida, on the 22nd day of
February, 2001.

                                      FIRST AID DIRECT, INC.

                                     By: /s/ Scott Siegel
                                          --------------------------------------
                                          Scott Siegel, Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                       Title                               Date
---------                       -----                               -----

/s/ Scott Siegel                Principal Executive Officer,
------------------------        Financial and Accounting
Scott Siegel                    Officer and Director           February 22, 2001

/s/ Kevin M. Crotty
----------------------
Kevin M. Crotty                 Director                       February 22, 2001

/s/ Steven M. Smiley
---------------------
Steven M. Smiley                Director                       February 22, 2001

                                        6
8
                                  EXHIBIT INDEX

                             FIRST AID DIRECT, INC.

Exhibit
Number                            Description
------                            -----------

  4.1         Consulting Agreement with Richard R. Dwyer, Jr.

  5           Opinion of Atlas Pearlman, P.A. as to the validity of the shares
              being registered

  23.1        Consent of Independent Certified Public Accountants

  23.2        Consent of Atlas Pearlman, P.A. (included as part of Exhibit 5).