<PAGE>   1

      As filed with the Securities and Exchange Commission on March 2, 2000
                           Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             U.S. TECHNOLOGIES INC.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                   73-1284747
(State or Other Jurisdiction               (I.R.S. Employer Identification No.)
of Incorporation or Organization)

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

                             U.S. TECHNOLOGIES INC.
                             1999 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 With a copy to:

Mr. Gregory Earls                                    Stephen A. Bouchard, Esq.
Co-Chairman and Co-Chief Executive Officer           FLEISCHMAN AND WALSH
U.S. TECHNOLOGIES INC.                                        L.L.P.
2001 Pennsylvania Avenue, N.W.,                      1400 Sixteenth Street, N.W.
Suite 675                                            Suite 600
Washington, D.C. 20006                               Washington, DC 20036
(202) 466-4557                                       (202) 939-7900


 (Name, Address and Telephone Number, Including Area Code of Agent for Service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================
                                               Proposed          Proposed
                             Amount            Maximum           Maximum           Amount of
                             to be             Offering          Aggregate         Registration
Title of Securities        Registered          Price Per         Offering          Fee
 to be Registered             (1)(2)            Share             Price            (2)
-------------------------------------------------------------------------------------------------
<S>                        <C>                 <C>               <C>               <C>
Common Stock, par
value $.02 per share     3,115,000 shares      $3.42             $10,653,300       $2,812.47
</TABLE>


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

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
         "Securities Act"), this Registration Statement also covers, in addition
         to the number of shares of common stock stated above, a number of
         shares which by reason of certain events specified in the Plan may
         become subject to the Plan.

(2)      Estimated in accordance with Rule 457(c) under the Securities Act,
         solely for the purpose of calculating the registration fee and based
         upon the average of the high and low bid prices for shares of the
         Registrant's Common Stock on the OTC Bulletin Board on February 24,
         2000 of $3.42 per share.



<PAGE>   2



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participants in the U.S. Technologies Inc. 1999 Stock Option
Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act.

Such document(s) (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.




<PAGE>   3



                                     PART II


                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.

The following documents previously or concurrently filed by U.S. Technologies
Inc. (the "Company") with the Commission are hereby incorporated by reference in
this Registration Statement:

(a)      the Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1998 filed pursuant to Rule 13a-1 of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act");

(b)      the Company's Quarterly Report on Form 10-Q for the Quarter Ended March
         31, 1999 filed on May 17, 1999, pursuant to Rule 13a-1 of the Exchange
         Act.

(c)      the Company's Current Report on Form 8-K filed on May 26, 1999,
         pursuant to Rule 13a-1 of the Exchange Act.

(d)      the Company's Quarterly Report on Form 10-Q for the Quarter Ended June
         30, 1999 filed on August 16, 1999, pursuant to Rule 13a-1 of the
         Exchange Act.

(e)      the Company's Quarterly Report on Form 10-Q for the Quarter Ended
         September 30, 1999 filed on November 12, 1999, pursuant to Rule 13a-1
         of the Exchange Act.

(f)      the Company's Current Report on Form 8-K filed on December 8, 1999,
         pursuant to Rule 13a-1 of the Exchange Act.

(g)      the Company's Current Report on Form 8-K filed on February 21, 2000,
         pursuant to Rule 13a-1 of the Exchange Act.

(h)      all other reports filed by the Company pursuant to Section 13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the Annual Report referred to above; and

(i)      the description of the common stock, par value $.02 per share, of the
         Registrant (the "Common Stock") contained in the Registrant's
         Registration Statement on Form S-1 (Registration No. 033-47835) filed
         with the Commission on May 12, 1992 and all amendments or reports filed
         for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission pursuant
to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities


<PAGE>   4
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

The Company shall furnish without charge to each person to whom the Prospectus
is delivered, on the written or oral request of such person, a copy of any or
all of the documents incorporated by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference to
the information that is incorporated). Requests should be directed to U.S.
Technologies Inc., 2001 Pennsylvania Avenue, N.W., Suite 675, Washington, D.C.
20006, telephone number (212) 466-4557.

All information appearing in this Registration Statement is qualified in its
entirety by the detailed information, including financial statements, appearing
in the documents incorporated herein or therein by reference.

Item 4.  Description of Securities.

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

The validity of the shares of Common Stock being offered has been passed upon
for the Company by Fleischman and Walsh, L.L.P.

Item 6.  Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of Delaware empowers a corporation to
indemnify its directors and officers, subject to certain limitations. The
Company's Bylaws require the Company to indemnify their respective directors and
officers to the fullest extent permitted by law.

Article NINE of the Restated Certificate of Incorporation of the Company
eliminates the liability of directors of the Company for monetary damages for
breach of fiduciary duty as a director to the fullest extent permitted by
Delaware law. Section 145 of the Delaware General Corporation Law provides that
a Delaware corporation may indemnify any person against expenses, fines and
settlements actually and reasonably incurred by any such person in connection
with a threatened, pending or completed action, suit or proceeding in which he
is involved by reason of the fact that he is or was a director, officer,
employee or agent of such corporation, provided that (i) he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and (ii) with respect to any criminal action or
proceeding, he had no reasonable


<PAGE>   5
cause to believe his conduct was unlawful. If the action or suit is by or in the
name of the corporation, the corporation may indemnify any such person against
expenses actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect to any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the corporation,
unless and only to the extent that the Delaware Court of Chancery or the court
in which the action or suit is brought determines upon application that, despite
the adjudication of liability but in the light of the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expense as
the court deems proper.

Any agents, dealers or underwriters who execute any of the agreements filed as
Exhibit 1 to this registration statement will agree to indemnify the Company's
directors and their officers who signed the registration statement against
certain liabilities that may arise under the Securities Act with respect to
information furnished to the Company by or on behalf of any such indemnifying
party.

Item 7.  Exemption from Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

<TABLE>
<CAPTION>
Regulation                                                     Reference to Prior Filing or
S-K Exhibit                                                    Exhibit Number Attached
 Number           Document                                     Attached Hereto
 ------           --------                                     ----------------------------
<S>               <C>                                          <C>
4                 U.S. Technologies Inc.                       Attached as Exhibit 4
                  1999 Stock Option Plan

5                 Opinion of Fleischman                        Attached as Exhibit 5
                  and Walsh, L.L.P.

23-A              Consent of Independent Accountants,          Attached as Exhibit 23-A
                  BDO Seidman, LLP

23-B              Consent of Independent Accountants,          Attached as Exhibit 23-B
                  Brow Graham And Company P.C.

23-C              Consent of Fleischman and Walsh, L.L.P.      Contained in their opinion of
                                                               counsel filed as Exhibit 5
</TABLE>






<PAGE>   6
Item 9.  Undertakings.

(a)      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 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.

         (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.

(b)      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 Exchange Act 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.

(c)      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.


<PAGE>   7
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Washington, District of Columbia on February 29,
2000


                                 U.S. TECHNOLOGIES INC.


                                 By: /s/ C. GREGORY EARLS
                                    -----------------------------------------
                                     C. Gregory Earls, Co-Chief Executive
                                     Officer and Co-Chairman of the Board


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on behalf of the Registrant
and in the capacities indicated on February 29, 2000.



        Signature/Name                                  Title
----------------------------------          ----------------------------------

/s/ C. GREGORY EARLS                        Co-Chief Executive Officer
----------------------------------          and Co-Chairman of the Board
C. Gregory Earls

/s/ JAMES V. WARREN                         Co-Chief Executive Officer
----------------------------------          and Co-Chairman of the Board
James V. Warren

/s/ J.L MOORE                               Executive Vice President and Chief
----------------------------------          Operating Officer
J.L. Moore
[{"type": "S-8", "sequence": "1", "description": "U.S. TECHNOLOGIES, INC.", "secsgml_size_bytes": 16539}]
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1

      As filed with the Securities and Exchange Commission on March 2, 2000
                           Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             U.S. TECHNOLOGIES INC.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                   73-1284747
(State or Other Jurisdiction               (I.R.S. Employer Identification No.)
of Incorporation or Organization)

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

                             U.S. TECHNOLOGIES INC.
                             1999 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 With a copy to:

Mr. Gregory Earls                                    Stephen A. Bouchard, Esq.
Co-Chairman and Co-Chief Executive Officer           FLEISCHMAN AND WALSH
U.S. TECHNOLOGIES INC.                                        L.L.P.
2001 Pennsylvania Avenue, N.W.,                      1400 Sixteenth Street, N.W.
Suite 675                                            Suite 600
Washington, D.C. 20006                               Washington, DC 20036
(202) 466-4557                                       (202) 939-7900

 (Name, Address and Telephone Number, Including Area Code of Agent for Service)

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

                        CALCULATION OF REGISTRATION FEE
=================================================================================================
                                               Proposed          Proposed
                             Amount            Maximum           Maximum           Amount of
                             to be             Offering          Aggregate         Registration
Title of Securities        Registered          Price Per         Offering          Fee
 to be Registered             (1)(2)            Share             Price            (2)
-------------------------------------------------------------------------------------------------
Common Stock, par
value $.02 per share     3,115,000 shares      $3.42             $10,653,300       $2,812.47
-------------------------

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
         "Securities Act"), this Registration Statement also covers, in addition
         to the number of shares of common stock stated above, a number of
         shares which by reason of certain events specified in the Plan may
         become subject to the Plan.

(2)      Estimated in accordance with Rule 457(c) under the Securities Act,
         solely for the purpose of calculating the registration fee and based
         upon the average of the high and low bid prices for shares of the
         Registrant's Common Stock on the OTC Bulletin Board on February 24,
         2000 of $3.42 per share.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participants in the U.S. Technologies Inc. 1999 Stock Option
Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act.

Such document(s) (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
3

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

The following documents previously or concurrently filed by U.S. Technologies
Inc. (the "Company") with the Commission are hereby incorporated by reference in
this Registration Statement:

(a)      the Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1998 filed pursuant to Rule 13a-1 of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act");

(b)      the Company's Quarterly Report on Form 10-Q for the Quarter Ended March
         31, 1999 filed on May 17, 1999, pursuant to Rule 13a-1 of the Exchange
         Act.

(c)      the Company's Current Report on Form 8-K filed on May 26, 1999,
         pursuant to Rule 13a-1 of the Exchange Act.

(d)      the Company's Quarterly Report on Form 10-Q for the Quarter Ended June
         30, 1999 filed on August 16, 1999, pursuant to Rule 13a-1 of the
         Exchange Act.

(e)      the Company's Quarterly Report on Form 10-Q for the Quarter Ended
         September 30, 1999 filed on November 12, 1999, pursuant to Rule 13a-1
         of the Exchange Act.

(f)      the Company's Current Report on Form 8-K filed on December 8, 1999,
         pursuant to Rule 13a-1 of the Exchange Act.

(g)      the Company's Current Report on Form 8-K filed on February 21, 2000,
         pursuant to Rule 13a-1 of the Exchange Act.

(h)      all other reports filed by the Company pursuant to Section 13(a) or
         15(d) of the Exchange Act since the end of the fiscal year covered by
         the Annual Report referred to above; and

(i)      the description of the common stock, par value $.02 per share, of the
         Registrant (the "Common Stock") contained in the Registrant's
         Registration Statement on Form S-1 (Registration No. 033-47835) filed
         with the Commission on May 12, 1992 and all amendments or reports filed
         for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission pursuant
to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities
4
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

The Company shall furnish without charge to each person to whom the Prospectus
is delivered, on the written or oral request of such person, a copy of any or
all of the documents incorporated by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference to
the information that is incorporated). Requests should be directed to U.S.
Technologies Inc., 2001 Pennsylvania Avenue, N.W., Suite 675, Washington, D.C.
20006, telephone number (212) 466-4557.

All information appearing in this Registration Statement is qualified in its
entirety by the detailed information, including financial statements, appearing
in the documents incorporated herein or therein by reference.

Item 4.  Description of Securities.

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

The validity of the shares of Common Stock being offered has been passed upon
for the Company by Fleischman and Walsh, L.L.P.

Item 6.  Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of Delaware empowers a corporation to
indemnify its directors and officers, subject to certain limitations. The
Company's Bylaws require the Company to indemnify their respective directors and
officers to the fullest extent permitted by law.

Article NINE of the Restated Certificate of Incorporation of the Company
eliminates the liability of directors of the Company for monetary damages for
breach of fiduciary duty as a director to the fullest extent permitted by
Delaware law. Section 145 of the Delaware General Corporation Law provides that
a Delaware corporation may indemnify any person against expenses, fines and
settlements actually and reasonably incurred by any such person in connection
with a threatened, pending or completed action, suit or proceeding in which he
is involved by reason of the fact that he is or was a director, officer,
employee or agent of such corporation, provided that (i) he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and (ii) with respect to any criminal action or
proceeding, he had no reasonable
5
cause to believe his conduct was unlawful. If the action or suit is by or in the
name of the corporation, the corporation may indemnify any such person against
expenses actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect to any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the corporation,
unless and only to the extent that the Delaware Court of Chancery or the court
in which the action or suit is brought determines upon application that, despite
the adjudication of liability but in the light of the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expense as
the court deems proper.

Any agents, dealers or underwriters who execute any of the agreements filed as
Exhibit 1 to this registration statement will agree to indemnify the Company's
directors and their officers who signed the registration statement against
certain liabilities that may arise under the Securities Act with respect to
information furnished to the Company by or on behalf of any such indemnifying
party.

Item 7.  Exemption from Registration Claimed.

Not Applicable.

Item 8.  Exhibits.
Regulation                                                     Reference to Prior Filing or
S-K Exhibit                                                    Exhibit Number Attached
 Number           Document                                     Attached Hereto
 ------           --------                                     ----------------------------
4                 U.S. Technologies Inc.                       Attached as Exhibit 4
                  1999 Stock Option Plan

5                 Opinion of Fleischman                        Attached as Exhibit 5
                  and Walsh, L.L.P.

23-A              Consent of Independent Accountants,          Attached as Exhibit 23-A
                  BDO Seidman, LLP

23-B              Consent of Independent Accountants,          Attached as Exhibit 23-B
                  Brow Graham And Company P.C.

23-C              Consent of Fleischman and Walsh, L.L.P.      Contained in their opinion of
                                                               counsel filed as Exhibit 5
6
Item 9.  Undertakings.

(a)      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 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.

         (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.

(b)      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 Exchange Act 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.

(c)      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.
7
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Washington, District of Columbia on February 29,
2000

                                 U.S. TECHNOLOGIES INC.

                                 By: /s/ C. GREGORY EARLS
                                    -----------------------------------------
                                     C. Gregory Earls, Co-Chief Executive
                                     Officer and Co-Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on behalf of the Registrant
and in the capacities indicated on February 29, 2000.

        Signature/Name                                  Title
----------------------------------          ----------------------------------

/s/ C. GREGORY EARLS                        Co-Chief Executive Officer
----------------------------------          and Co-Chairman of the Board
C. Gregory Earls

/s/ JAMES V. WARREN                         Co-Chief Executive Officer
----------------------------------          and Co-Chairman of the Board
James V. Warren

/s/ J.L MOORE                               Executive Vice President and Chief
----------------------------------          Operating Officer
J.L. Moore