<PAGE>   1


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 2000
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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


                            STAR SERVICES GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                  FLORIDA                                  65-0893224
      -------------------------------           ------------------------------
      (State or other jurisdiction of                     (IRS Employer
      incorporation or organization)                 Identification Number)


                            2075 NORTH POWERLINE ROAD
                          POMPANO BEACH, FLORIDA 33069
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                             1999 STOCK OPTION PLAN
--------------------------------------------------------------------------------

                                   ----------

                               JACK R. CASAGRANDE
                              CHAIRMAN OF THE BOARD
                            STAR SERVICES GROUP, INC.
                            2075 NORTH POWERLINE ROAD
                          POMPANO BEACH, FLORIDA 33069
--------------------------------------------------------------------------------
                     (Name and address of agent for service)


                                 (954) 974-3800
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    COPY TO:

                              GARY M. EPSTEIN, ESQ.
                             GREENBERG TRAURIG, P.A.
                              1221 BRICKELL AVENUE
                              MIAMI, FLORIDA 33131
                                 (305) 579-0500

                                   ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

==================================================================================================================================
                                                                   Proposed Maximum            Proposed
           Title of Securities                Amount to be          Offering Price         Maximum Aggregate         Amount of
            to be Registered                   Registered            Per Share (1)         Offering Price(1)      Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                    <C>                   <C>                    <C>
Common Stock                                    5,000,000
  $.001 par value.....................           shares              $.30 - $5.50             $23,553,200            $6,218.04
==================================================================================================================================

</TABLE>

(1)   Estimated solely for the purpose of calculating the registration fee which
      was computed in accordance with Rule 457(h) on the basis of (i) the actual
      price of $.30 for an aggregate of 759,000 options to purchase Common Stock
      being registered, which have already been granted under the 1999 Stock
      Option Plan, and (ii) the average of the bid and asked price of the Common
      Stock on February 11, 2000 ($5.50) with respect to 4,241,000 shares of
      Common Stock subject to future grants of options under the 1999 Stock
      Option Plan.


<PAGE>   2

          PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

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

         * The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1). Such
documents will not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as the
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together, shall
constitute a prospectus which meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.






                                       2
<PAGE>   3

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference into this Registration
Statement the following documents or portions thereof as indicated:

         (a)      Registrant's Prospectus filed pursuant to Rule 424(b)(3) on
                  February 10, 2000;

         (b)      all reports filed by the Registrant pursuant to Section 13(a)
                  or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
                  Act") since the end of fiscal year 1999; and

         (c)      the descriptions of the Registrant's Common Stock and related
                  matters set forth under the captions "Description of Capital
                  Stock" and "Dividend Policy" in the Registrant's Registration
                  Statement on Form S-1 (File No. 333-83155) filed under the
                  Securities Act of 1933, as amended (the "Act"), including any
                  amendments to such descriptions in such Registration
                  Statement.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 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 then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in a subsequently filed document incorporated
herein by reference, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided for in such statute. The Registrant's Articles of Incorporation provide
that the Registrant shall indemnify and may insure its officers and directors to
the fullest extent permitted by law.

         The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of criminal
laws, unless the director had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful, (b) deriving an
improper personal benefit from a transaction, (c) voting for or assenting to an
unlawful distribution and (d) willful misconduct or conscious disregard for the
best interests of the Registrant in a proceeding by or in the right of the
Registrant to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws. The
effect of the foregoing is to require the



                                       3
<PAGE>   4

Registrant to indemnify the officers and directors of the Registrant for any
claim arising against such persons in their official capacities if such person
acted in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the 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 suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, 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
Securities Act and will be governed by the final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

          (5.1)   Opinion of Greenberg Traurig, P.A.

         (10.1)   1999 Stock Option Plan

         (23.1)   Consent of Horton & Company, L.L.C.

         (23.2)   Consent of Greenberg Traurig, P.A. (contained in its opinion
                  filed as Exhibit 5.1 hereto)

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 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 the
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 paragraphs (a)(1)(i) and (a)(1)(ii) shall 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.



                                       4
<PAGE>   5

                  (2) That, for the purpose of determining any liability under
the 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 offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 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 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 Act
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 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>   6


                                   SIGNATURES

         Pursuant to the requirements of the Act, 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
Pompano Beach, State of Florida on February 15, 2000.


                                STAR SERVICES GROUP, INC.


                                By: /s/ Jack R. Casagrande
                                   -------------------------------------------
                                   Name:  Jack R. Casagrande
                                   Title: Chairman and Chief Executive Officer


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

<TABLE>
<CAPTION>
                 SIGNATURE                                  TITLE                                   DATE
                 ---------                                  -----                                   ----
<S>                                           <C>                                              <C>

/s/ Jack R. Casagrande                        Chairman, Chief Executive Officer                February 15, 2000
---------------------------------------       (Principal Executive Officer) and Director
Jack R. Casagrande


/s/ Patrick F. Marzano                        President and Director                           February 15, 2000
---------------------------------------
Patrick F. Marzano


/s/ Richard Loss                              Chief Financial Officer (Principal               February 15, 2000
---------------------------------------       Financial Officer)
Richard Loss


/s/ Phillip Foreman                           Chief Operating Officer and Director             February 15, 2000
---------------------------------------
Phillip Foreman


/s/ Thomas R. Roberts                         Vice President and Director                      February 15, 2000
---------------------------------------
Thomas R. Roberts


/s/ Frank P. Marzano                          Director                                         February 15, 2000
---------------------------------------
Frank P. Marzano


/s/ Rick Casagrande                           Director                                         February 15, 2000
---------------------------------------
Rick Casagrande


/s/ Samuel G. Weiss                           Director                                         February 15, 2000
---------------------------------------
Samuel G. Weiss


</TABLE>


                                       6
<PAGE>   7



                                  EXHIBIT INDEX



       EXHIBIT
       NUMBER                              DESCRIPTION
       -------                             -----------

        5.1                     Opinion of Greenberg Traurig, P.A.

       10.1                     1999 Stock Option Plan

       23.1                     Consent of Horton & Company, L.L.C.

       23.2                     Consent of Greenberg Traurig,  P.A. (contained
                                in its opinion filed as Exhibit
                                5.1 hereto)
[{"type": "S-8", "sequence": "1", "description": "STAR SERVICES S-8", "secsgml_size_bytes": 17333}]
{"company-data": {"conformed-name": "STAR SERVICES GROUP INC", "cik": "0001090864", "assigned-sic": "4953", "irs-number": "650893224", "state-of-incorporation": "FL"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30426", "film-number": "545449"}, "business-address": {"street1": "2075 NORTH POWERLINE ROAD", "city": "POMPANO BEACH", "state": "FL", "zip": "33069", "phone": "9549743800"}, "mail-address": {"street1": "2075 NORTH POWERLINE ROAD", "city": "POMPANO BEACH", "state": "FL", "zip": "33069"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 2000
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                            STAR SERVICES GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  FLORIDA                                  65-0893224
      -------------------------------           ------------------------------
      (State or other jurisdiction of                     (IRS Employer
      incorporation or organization)                 Identification Number)

                            2075 NORTH POWERLINE ROAD
                          POMPANO BEACH, FLORIDA 33069
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                             1999 STOCK OPTION PLAN
--------------------------------------------------------------------------------

                                   ----------

                               JACK R. CASAGRANDE
                              CHAIRMAN OF THE BOARD
                            STAR SERVICES GROUP, INC.
                            2075 NORTH POWERLINE ROAD
                          POMPANO BEACH, FLORIDA 33069
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (954) 974-3800
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    COPY TO:

                              GARY M. EPSTEIN, ESQ.
                             GREENBERG TRAURIG, P.A.
                              1221 BRICKELL AVENUE
                              MIAMI, FLORIDA 33131
                                 (305) 579-0500

                                   ----------

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                   Proposed Maximum            Proposed
           Title of Securities                Amount to be          Offering Price         Maximum Aggregate         Amount of
            to be Registered                   Registered            Per Share (1)         Offering Price(1)      Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
Common Stock                                    5,000,000
  $.001 par value.....................           shares              $.30 - $5.50             $23,553,200            $6,218.04
==================================================================================================================================
(1)   Estimated solely for the purpose of calculating the registration fee which
      was computed in accordance with Rule 457(h) on the basis of (i) the actual
      price of $.30 for an aggregate of 759,000 options to purchase Common Stock
      being registered, which have already been granted under the 1999 Stock
      Option Plan, and (ii) the average of the bid and asked price of the Common
      Stock on February 11, 2000 ($5.50) with respect to 4,241,000 shares of
      Common Stock subject to future grants of options under the 1999 Stock
      Option Plan.
2

          PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

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

         * The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1). Such
documents will not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as the
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together, shall
constitute a prospectus which meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.

                                       2
3

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference into this Registration
Statement the following documents or portions thereof as indicated:

         (a)      Registrant's Prospectus filed pursuant to Rule 424(b)(3) on
                  February 10, 2000;

         (b)      all reports filed by the Registrant pursuant to Section 13(a)
                  or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
                  Act") since the end of fiscal year 1999; and

         (c)      the descriptions of the Registrant's Common Stock and related
                  matters set forth under the captions "Description of Capital
                  Stock" and "Dividend Policy" in the Registrant's Registration
                  Statement on Form S-1 (File No. 333-83155) filed under the
                  Securities Act of 1933, as amended (the "Act"), including any
                  amendments to such descriptions in such Registration
                  Statement.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 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 then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in a subsequently filed document incorporated
herein by reference, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided for in such statute. The Registrant's Articles of Incorporation provide
that the Registrant shall indemnify and may insure its officers and directors to
the fullest extent permitted by law.

         The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of criminal
laws, unless the director had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful, (b) deriving an
improper personal benefit from a transaction, (c) voting for or assenting to an
unlawful distribution and (d) willful misconduct or conscious disregard for the
best interests of the Registrant in a proceeding by or in the right of the
Registrant to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws. The
effect of the foregoing is to require the

                                       3
4

Registrant to indemnify the officers and directors of the Registrant for any
claim arising against such persons in their official capacities if such person
acted in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the 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 suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, 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
Securities Act and will be governed by the final adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

          (5.1)   Opinion of Greenberg Traurig, P.A.

         (10.1)   1999 Stock Option Plan

         (23.1)   Consent of Horton & Company, L.L.C.

         (23.2)   Consent of Greenberg Traurig, P.A. (contained in its opinion
                  filed as Exhibit 5.1 hereto)

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 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 the
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 paragraphs (a)(1)(i) and (a)(1)(ii) shall 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.

                                       4
5

                  (2) That, for the purpose of determining any liability under
the 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 offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 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 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 Act
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 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
6

                                   SIGNATURES

         Pursuant to the requirements of the Act, 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
Pompano Beach, State of Florida on February 15, 2000.

                                STAR SERVICES GROUP, INC.

                                By: /s/ Jack R. Casagrande
                                   -------------------------------------------
                                   Name:  Jack R. Casagrande
                                   Title: Chairman and Chief Executive Officer

         Pursuant to the requirements of the Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                  TITLE                                   DATE
                 ---------                                  -----                                   ----
/s/ Jack R. Casagrande                        Chairman, Chief Executive Officer                February 15, 2000
---------------------------------------       (Principal Executive Officer) and Director
Jack R. Casagrande

/s/ Patrick F. Marzano                        President and Director                           February 15, 2000
---------------------------------------
Patrick F. Marzano

/s/ Richard Loss                              Chief Financial Officer (Principal               February 15, 2000
---------------------------------------       Financial Officer)
Richard Loss

/s/ Phillip Foreman                           Chief Operating Officer and Director             February 15, 2000
---------------------------------------
Phillip Foreman

/s/ Thomas R. Roberts                         Vice President and Director                      February 15, 2000
---------------------------------------
Thomas R. Roberts

/s/ Frank P. Marzano                          Director                                         February 15, 2000
---------------------------------------
Frank P. Marzano

/s/ Rick Casagrande                           Director                                         February 15, 2000
---------------------------------------
Rick Casagrande

/s/ Samuel G. Weiss                           Director                                         February 15, 2000
---------------------------------------
Samuel G. Weiss
6
7

                                  EXHIBIT INDEX

       EXHIBIT
       NUMBER                              DESCRIPTION
       -------                             -----------

        5.1                     Opinion of Greenberg Traurig, P.A.

       10.1                     1999 Stock Option Plan

       23.1                     Consent of Horton & Company, L.L.C.

       23.2                     Consent of Greenberg Traurig,  P.A. (contained
                                in its opinion filed as Exhibit
                                5.1 hereto)