<PAGE>

                   As filed with the Securities and Exchange
                           Commission on June 3, 1998
                             Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549

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


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


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

                       THE ULTIMATE SOFTWARE GROUP, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                    65-0694077
(State or other jurisdiction                       (I.R.S. Employer 
 of incorporation or organization)                 Identification No.)


                               3111 Stirling Road
                            Ft. Lauderdale, FL 33312
                             (Address of Principal
                         Executive Offices) (Zip Code)

                       The Ultimate Software Group, Inc.
                         Nonqualified Stock Option Plan
                           (Full Title of the Plans)

                                  Scott Scherr
                       The Ultimate Software Group, Inc.
                               3111 Stirling Road
                            Ft. Lauderdale, FL 33312
                                 (954) 266-1000
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                               CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
 Title of securities    Amount to be registered     Proposed maximum         Proposed maximum     Amount of registration
   to be registered                                offering price per       aggregate offering              fee
                                                          share                   price
--------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                        <C>                       <C>                   <C>
Common Stock, par              
value $.01 per                 5,059,091 1             $10.09 2                $51,046,228 2             $15,070
share
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

1 This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under The Ultimate Software Group, Inc. Non-
qualified Stock Option Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the Company's
receipt of consideration which results in an increase in the number of the 
outstanding shares of the Company's Common Stock.

2 Pursuant to Rule 457(h), these prices are estimated solely for the purpose of
calculating the registration fee and are based upon the average of the high and
low sales prices of the Registrant's Common Stock on the NASDAQ on 
June 2, 1998.



<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") have been or
will be sent or given to participants in the plan listed on the cover of the
Registration Statement (the "Plan") as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof), a prospectus (the "Prospectus") that meets the requirements of
Section 10(a) of the Securities Act.

ITEM 1.  PLAN INFORMATION.

         Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.



<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission pursuant to Section
13 of the Exchange Act are incorporated herein by reference:

(a)      The Company's Registration Statement on Form S-1, Registration No.
         333-47881 filed with the Commission on March 13, 1998, including any 
         amendments filed thereto;

(b)      The Company's prospectus filed with the Commission on June 2, 1998
         under Rule 424(b)(1) in connection with the Company's Registration
         Statement No. 333-47881; and

(c)      Description of the Company's capital stock contained in the Company's
         Registration Statement on Form 8-A, Registration No. 000-24347, filed 
         with the Commission on May 27, 1998, including any further amendments 
         or reports filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein (or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein or therein)
modifies or supersedes such statement. Any 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 will provide without charge to each participant under the
Plan, upon the written or oral request of such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference herein (other than exhibits to such documents unless such exhibits
are specifically incorporated by reference in such documents). Requests for
such copies should be directed to The Ultimate Software Group, Inc., 3111
Stirling Road, Ft. Lauderdale, FL 33312, Attention: Sarah H. Bodman, telephone
number (954) 266-1000.

ITEM 4.           NOT APPLICABLE

ITEM 5.           NOT APPLICABLE

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The Certificate of Incorporation of The Ultimate Software
Group, Inc. (the "Company") provides for indemnification, to the fullest extent
permitted by law, of any person who was or is a director, officer, employee or
agent of the Company or was serving in such capacity at another entity at the
Company's request (each, an "Indemnified Person"), and is a party to, or is
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether derivative or not. Indemnification continues as to
an Indemnified Person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
an Indemnified Person. The indemnification provisions in the Certificate of
Incorporation are non-exclusive and allow the Company to indemnify by agreement
or vote of stockholders or disinterested directors.

                  Any indemnification is subject to applicable law requiring a
case-by-case determination that indemnification is appropriate.

                  The Certificate of Incorporation permits the Company to, and
the Company intends to, purchase liability insurance on behalf of any such
person against any liability which may be asserted.


                                     II-1
<PAGE>

                  The Certificate of Incorporation also authorizes, to the
fullest extent allowed by law, indemnification for expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement, as well as
the advancement of expenses to an Indemnified Person.

ITEM 7.           NOT APPLICABLE

ITEM 8.           EXHIBITS

Exhibit                      Description
Number
 4.1                  -      Instruments defining the rights of stockholders.
                             Reference is hereby made to the Company's
                             Registration Statement No. 000-24347 on Form 8-A,
                             and the exhibits thereto, which are incorporated
                             herein by reference pursuant to Item 3(c).

 5.1                  -      Opinion of Dewey Ballantine LLP as to legality of 
                             securities being registered

23.1                  -      Consent of Arthur Andersen LLP

23.2                  -      Consent of Dewey Ballantine LLP (included in 
                             Exhibit 5.1)

99.1                  -      The Ultimate Software Group, Inc. Nonqualified
                             Stock Option Plan (incorporated by reference to
                             Exhibit 10.7 to the Company's Registration 
                             Statement on Form S-1 (File No. 333-47881)).

99.2                  -      Form of The Ultimate Software Group, Inc. Non-
                             qualified Stock Option Agreement

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:

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

              (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 this Registration Statement;

              (iii) to include any material information with respect to the
         plans of distribution not previously disclosed in this Registration
         Statement or any material change to such information in the
         Registration Statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if 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 Exchange Act that are
incorporated by reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, 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 Company's Nonqualified Stock Option Plan.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 this 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.




                                     II-2
<PAGE>

     (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Company has been advised that in the opinion of the 
Commission such indemnification is against public policy as expressed in the 
Securities 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 the director, officer or controlling
person of the Company 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 Company 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 
Securities Act and will be governed by the final adjudication of such issue.































                                     II-3
<PAGE>



                                   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 New York, State of New York, on this 1st day of
June, 1998.

                              THE ULTIMATE SOFTWARE GROUP, INC.




                         By:  /s/ Mitchell K. Dauerman
                              -------------------------------------------------
                              Mitchell K. Dauerman
                              Executive Vice President, Chief Financial Officer
                                      and Treasurer

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below on June 1, 1998 by
the following persons in the capacities indicated.

<TABLE>
<CAPTION>
                         Signature                                          Title
<S>                                                            <C>
   /s/ Scott Scherr                                            President, Chief Executive Officer
-------------------------------------------------------        and Director
                        Scott Scherr                           
 
   /s/ Mitchell K. Dauerman                                    Executive Vice President, Chief Financial 
-------------------------------------------------------        Officer (Principal Financial Officer and 
                    Mitchell K. Dauerman                       Principal Accounting Officer) and Treasurer

    /s/ Alan S. Goldstein                                      Executive Vice President, Chief
-------------------------------------------------------        Technology Officer and Director
                   Alan S. Goldstein                           

    /s/ Marc D. Scherr                                         Director
-------------------------------------------------------
                    Marc D. Scherr


                                                               Director
-------------------------------------------------------
                   Ofer Nemirovsky

   /s/ LeRoy A. Vander Putten                                  Director
-------------------------------------------------------
                   Leroy A. Vander Putten

  /s/ Rick Wilber                                              Director
-------------------------------------------------------
                        Rick Wilber

  /s/ Robert A. Yanover                                        Director
-------------------------------------------------------
                     Robert A. Yanover
</TABLE>

                                     II-4
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT; BENEFIT PLAN", "secsgml_size_bytes": 16807}]
{"company-data": {"conformed-name": "ULTIMATE SOFTWARE GROUP INC", "cik": "0001016125", "assigned-sic": "7372", "irs-number": "650694077", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55985", "film-number": "98642138"}, "business-address": {"street1": "3111 STIRLING ROAD", "street2": "SUITE 308", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33312", "phone": "9542661000"}, "mail-address": {"street1": "3111 STIRLING RD", "street2": "STE 308", "city": "FT LAUDERDALE", "state": "FL", "zip": "33312"}}
As filed with the Securities and Exchange
                           Commission on June 3, 1998
                             Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

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

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

                       THE ULTIMATE SOFTWARE GROUP, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                    65-0694077
(State or other jurisdiction                       (I.R.S. Employer 
 of incorporation or organization)                 Identification No.)

                               3111 Stirling Road
                            Ft. Lauderdale, FL 33312
                             (Address of Principal
                         Executive Offices) (Zip Code)

                       The Ultimate Software Group, Inc.
                         Nonqualified Stock Option Plan
                           (Full Title of the Plans)

                                  Scott Scherr
                       The Ultimate Software Group, Inc.
                               3111 Stirling Road
                            Ft. Lauderdale, FL 33312
                                 (954) 266-1000
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
--------------------------------------------------------------------------------------------------------------------------
                                               CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
 Title of securities    Amount to be registered     Proposed maximum         Proposed maximum     Amount of registration
   to be registered                                offering price per       aggregate offering              fee
                                                          share                   price
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par              
value $.01 per                 5,059,091 1             $10.09 2                $51,046,228 2             $15,070
share
--------------------------------------------------------------------------------------------------------------------------
1 This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under The Ultimate Software Group, Inc. Non-
qualified Stock Option Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the Company's
receipt of consideration which results in an increase in the number of the 
outstanding shares of the Company's Common Stock.

2 Pursuant to Rule 457(h), these prices are estimated solely for the purpose of
calculating the registration fee and are based upon the average of the high and
low sales prices of the Registrant's Common Stock on the NASDAQ on 
June 2, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") have been or
will be sent or given to participants in the plan listed on the cover of the
Registration Statement (the "Plan") as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof), a prospectus (the "Prospectus") that meets the requirements of
Section 10(a) of the Securities Act.

ITEM 1.  PLAN INFORMATION.

         Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Not filed as part of this Registration Statement pursuant to Note to
Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission pursuant to Section
13 of the Exchange Act are incorporated herein by reference:

(a)      The Company's Registration Statement on Form S-1, Registration No.
         333-47881 filed with the Commission on March 13, 1998, including any 
         amendments filed thereto;

(b)      The Company's prospectus filed with the Commission on June 2, 1998
         under Rule 424(b)(1) in connection with the Company's Registration
         Statement No. 333-47881; and

(c)      Description of the Company's capital stock contained in the Company's
         Registration Statement on Form 8-A, Registration No. 000-24347, filed 
         with the Commission on May 27, 1998, including any further amendments 
         or reports filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein (or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein or therein)
modifies or supersedes such statement. Any 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 will provide without charge to each participant under the
Plan, upon the written or oral request of such person, a copy of any or all of
the documents referred to above which have been or may be incorporated by
reference herein (other than exhibits to such documents unless such exhibits
are specifically incorporated by reference in such documents). Requests for
such copies should be directed to The Ultimate Software Group, Inc., 3111
Stirling Road, Ft. Lauderdale, FL 33312, Attention: Sarah H. Bodman, telephone
number (954) 266-1000.

ITEM 4.           NOT APPLICABLE

ITEM 5.           NOT APPLICABLE

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The Certificate of Incorporation of The Ultimate Software
Group, Inc. (the "Company") provides for indemnification, to the fullest extent
permitted by law, of any person who was or is a director, officer, employee or
agent of the Company or was serving in such capacity at another entity at the
Company's request (each, an "Indemnified Person"), and is a party to, or is
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether derivative or not. Indemnification continues as to
an Indemnified Person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
an Indemnified Person. The indemnification provisions in the Certificate of
Incorporation are non-exclusive and allow the Company to indemnify by agreement
or vote of stockholders or disinterested directors.

                  Any indemnification is subject to applicable law requiring a
case-by-case determination that indemnification is appropriate.

                  The Certificate of Incorporation permits the Company to, and
the Company intends to, purchase liability insurance on behalf of any such
person against any liability which may be asserted.

                                     II-1
The Certificate of Incorporation also authorizes, to the
fullest extent allowed by law, indemnification for expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement, as well as
the advancement of expenses to an Indemnified Person.

ITEM 7.           NOT APPLICABLE

ITEM 8.           EXHIBITS

Exhibit                      Description
Number
 4.1                  -      Instruments defining the rights of stockholders.
                             Reference is hereby made to the Company's
                             Registration Statement No. 000-24347 on Form 8-A,
                             and the exhibits thereto, which are incorporated
                             herein by reference pursuant to Item 3(c).

 5.1                  -      Opinion of Dewey Ballantine LLP as to legality of 
                             securities being registered

23.1                  -      Consent of Arthur Andersen LLP

23.2                  -      Consent of Dewey Ballantine LLP (included in 
                             Exhibit 5.1)

99.1                  -      The Ultimate Software Group, Inc. Nonqualified
                             Stock Option Plan (incorporated by reference to
                             Exhibit 10.7 to the Company's Registration 
                             Statement on Form S-1 (File No. 333-47881)).

99.2                  -      Form of The Ultimate Software Group, Inc. Non-
                             qualified Stock Option Agreement

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:

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

              (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 this Registration Statement;

              (iii) to include any material information with respect to the
         plans of distribution not previously disclosed in this Registration
         Statement or any material change to such information in the
         Registration Statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if 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 Exchange Act that are
incorporated by reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, 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 Company's Nonqualified Stock Option Plan.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 this 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.

                                     II-2
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Company has been advised that in the opinion of the 
Commission such indemnification is against public policy as expressed in the 
Securities 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 the director, officer or controlling
person of the Company 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 Company 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 
Securities Act and will be governed by the final adjudication of such issue.

                                     II-3
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 New York, State of New York, on this 1st day of
June, 1998.

                              THE ULTIMATE SOFTWARE GROUP, INC.

                         By:  /s/ Mitchell K. Dauerman
                              -------------------------------------------------
                              Mitchell K. Dauerman
                              Executive Vice President, Chief Financial Officer
                                      and Treasurer

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below on June 1, 1998 by
the following persons in the capacities indicated.
Signature                                          Title
/s/ Scott Scherr                                            President, Chief Executive Officer
-------------------------------------------------------        and Director
                        Scott Scherr                           
 
   /s/ Mitchell K. Dauerman                                    Executive Vice President, Chief Financial 
-------------------------------------------------------        Officer (Principal Financial Officer and 
                    Mitchell K. Dauerman                       Principal Accounting Officer) and Treasurer

    /s/ Alan S. Goldstein                                      Executive Vice President, Chief
-------------------------------------------------------        Technology Officer and Director
                   Alan S. Goldstein                           

    /s/ Marc D. Scherr                                         Director
-------------------------------------------------------
                    Marc D. Scherr

                                                               Director
-------------------------------------------------------
                   Ofer Nemirovsky

   /s/ LeRoy A. Vander Putten                                  Director
-------------------------------------------------------
                   Leroy A. Vander Putten

  /s/ Rick Wilber                                              Director
-------------------------------------------------------
                        Rick Wilber

  /s/ Robert A. Yanover                                        Director
-------------------------------------------------------
                     Robert A. Yanover
II-4