<PAGE>   1
                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

            POWERBRIEF, INC. (FORMERLY INTEGRATED ORTHOPAEDICS, INC.)
             (Exact name of registrant as specified in its charter)


                 TEXAS                                      76-0203483
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)


       5858 WESTHEIMER, SUITE 500
             HOUSTON, TEXAS                                    77057
(Address of Principal Executive Offices)                    (Zip Code)


                                POWERBRIEF, INC.
                         2001 EQUITY INCENTIVE PLAN AND
                 AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN
                            (Full title of the plans)

          LAURIE HILL GUTIERREZ                            (713) 586-4600
     INTERIM CHIEF FINANCIAL OFFICER                     (Telephone number,
       5858 WESTHEIMER, SUITE 500                       including area code,
          HOUSTON, TEXAS 77057                          of agent for service)
 (Name and address of agent for service)

<TABLE>
<CAPTION>
                                  CALCULATION OF REGISTRATION FEE
==================================================================================================
                                            PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
TITLE OF SECURITIES TO     AMOUNT TO BE      OFFERING PRICE     AGGREGATE OFFERING    REGISTRATION
     BE REGISTERED          REGISTERED         PER SHARE*             PRICE*               FEE
--------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>                <C>                 <C>
Common Stock (par           16,680,345           $0.25              $4,170,086          $1,042.52
  value $.001 per share)     shares
==================================================================================================
</TABLE>

*  Estimated solely for purposes of calculating the amount of the registration
   fee pursuant to Rule 457 of the Securities Act of 1933, based on the average
   of the high and low sales prices of a share of Common Stock of the Registrant
   on the over-the-Counter Bulletin Board on May 21, 2001.

================================================================================
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by PowerBrief, Inc. (the "Company"), are
incorporated herein by reference:

        The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000 (File No. 1-10677).

        The Company's Current Report on Form 8-K dated January 31, 2001;

        The Company's Current Report on Form 8-K dated March 14, 2001;

        The Company's Current Report on Form 8-K dated April 11, 2001;

        The Company's Current Report on Form 8-K dated May 7, 2001;

        The Company's Current Report on Form 8-KA dated May 14, 2001;

        The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2001 dated May 15, 2001;

        The description of the Company's Common Stock contained in the Company's
Registration Statement filed under the Securities Exchange Act of 1934 (the
"Exchange Act") to register such class of securities under such Act.

        All documents subsequently filed by the Company 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 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 part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").

        Any statement contained in an Incorporated Document 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
Incorporated Document 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.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.


                                       2
<PAGE>   3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               The Articles of Incorporation of the Company, together with its
Bylaws, provide that the Company shall indemnify its officers and directors, and
may indemnify its other employees and agents, to the fullest extent permitted by
law. The laws of the State of Texas permit, and in some cases require,
corporations to indemnify officers, directors, agents and employees who are or
have been a party to or are threatened to be made a party to litigation against
judgments, fines, settlements and reasonable expenses under certain
circumstances.

               The Company has also adopted provisions in its Articles of
Incorporation that limit the liability of its directors to the fullest extent
permitted by the laws of the State of Texas. Under the Company's Articles of
Incorporation, and as permitted by the laws of the State of Texas, a director is
not liable to the Company or its shareholders for damages for breach of
fiduciary duty. Such limitation of liability does not affect liability for (i)
breach of the director's duty of loyalty to the corporation or its shareholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law, (iii) any transaction from which the director
derived an improper personal benefit, or (iv) the payment of any unlawful
dividends.

               Texas corporations also are authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers. The
Company has purchased and maintains a directors' and officers' liability policy
for such purposes.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

Exhibit
Number                             Description of Exhibit
------                             ----------------------
4(a)    Second Amended and Restated Articles of Incorporation of the Company, as
        amended to date. (1)

4(b)    Bylaws of the Company, as amended to date. (2)

4(c)    Certificate of Designation and Determination of Rights and Preferences
        of Cumulative Convertible Preferred Stock, Series A of the Company. (3)

5       Opinion of Locke, Liddell & Sapp LLP as to the legality of the
        securities being registered. *


                                       3
<PAGE>   4
23(a)   Consent of Locke, Liddell & Sapp LLP (included in its opinion filed as
        Exhibit 5). *

23(b)   Consent of Ernst & Young LLP. *

24      Power of Attorney (included with the signature page to this registration
        statement). *

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

 *      Filed herein.

(1)     Incorporated herein by reference to Exhibit 3.3 to the Company's Annual
        Report on Form 10-KSB for the year ended December 31, 2000.

(2)     Incorporated herein by reference to Exhibit 3.4 to the Company's Annual
        Report on Form 10-KSB for the year ended December 31, 2000.

(3)     Incorporated herein by reference to Exhibit 4.12 to the Company's Annual
        Report on Form 10-KSB for the year ended December 31, 2000.

ITEM 9. UNDERTAKINGS.

        (1)     The undersigned registrant hereby undertakes:

                        (a) 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.

                        (b) That, for the purpose of determining any liability
                under the Securities Act of 1933 (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.

                        (c) 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.

        (2)     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 15(d) of
                the Act (and each filing of the Plan's annual report pursuant to
                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.

        (3)     Insofar as indemnification for liabilities arising under the Act
                may be permitted to directors, officers and controlling persons
                of the registrant pursuant to the


                                       4
<PAGE>   5
                foregoing provisions described in Item 6 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 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 Houston, Texas on May 22, 2001.

                                       POWERBRIEF, INC. (FORMERLY INTEGRATED
                                       ORTHOPAEDICS, INC.)

                                   By: /s/ Laurie Hill Gutierrez
                                       -------------------------------------
                                       Laurie Hill Gutierrez
                                       Interim Chief Financial Officer


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Laurie Hill Gutierrez and James C. Green
and each of them, his true and lawful attorney-in-fact and agent, each with full
power of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each such
attorney-in-fact and agent, full power and authority to do and perform such each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement and the foregoing power of attorney have been signed on
May 22, 2001, by the following persons in the capacities indicated:


                SIGNATURES                             TITLE


/s/ James C. Green                             Chief Executive Officer
---------------------------------------------  (Principal Executive Officer)
    James C. Green


/s/ Laurie Hill Gutierrez                      Interim Chief Financial Officer
---------------------------------------------  (Principal Financial Officer and
    Laurie Hill Gutierrez                      Principal Accounting Officer)


                                       6
<PAGE>   7


                SIGNATURES                             TITLE




/s/ Scott J. Hancock                                 Chairman of the Board
---------------------------------------------------
    Scott J. Hancock


/s/ A. John Knapp, Jr.                               Director
---------------------------------------------------
    A. John Knapp, Jr;


/s/ C. Daniel Rice                                   Director
---------------------------------------------------
    C. Daniel Rice


/s/ Richard V. Bays                                  Director
---------------------------------------------------
    Richard V. Bays



                                       7
<PAGE>   8


                                  EXHIBIT INDEX


        EXHIBIT
        NUMBER                  DESCRIPTION OF EXHIBIT
        ------                  ----------------------
         4(a)   Second Amended and Restated Articles of Incorporation of the
                Company, as amended to date. (1)

         4(b)   Bylaws of the Company, as amended to date. (2)

         4(c)   Certificate of Designation and Determination of Rights and
                Preferences of Cumulative Convertible Preferred Stock, Series A
                of the Company. (3)

         5      Opinion of Locke, Liddell & Sapp LLP as to the legality of the
                securities being registered. *

        23(a)   Consent of Locke, Liddell & Sapp LLP (included in its opinion
                filed as Exhibit 5). *

        23(b)   Consent of Ernst & Young LLP. *

        24      Power of Attorney (included with the signature page to this
                registration statement). *

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

         *      Filed herein.

        (1)     Incorporated herein by reference to Exhibit 3.3 to the Company's
                Annual Report on Form 10-KSB for the year ended December 31,
                2000.

        (2)     Incorporated herein by reference to Exhibit 3.4 to the Company's
                Annual Report on Form 10-KSB for the year ended December 31,
                2000.

        (3)     Incorporated herein by reference to Exhibit 4.12 to the
                Company's Annual Report on Form 10-KSB for the year ended
                December 31, 2000.
[{"type": "S-8", "sequence": "1", "filename": "h87857s-8.txt", "description": "POWERBRIEF INC", "secsgml_size_bytes": 16791}]
{"company-data": {"conformed-name": "POWERBRIEF INC/TX/", "cik": "0000807144", "assigned-sic": "8000", "irs-number": "760203483", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61396", "film-number": "1645691"}, "business-address": {"street1": "5858 WESTHEIMER", "street2": "SUITE 500", "city": "HOUSTON", "state": "TX", "zip": "77057", "phone": "7135864600"}, "mail-address": {"street1": "5858 WESTHEIMER", "street2": "SUITE 500", "city": "HOUSTON", "state": "TX", "zip": "77057"}, "former-company": [{"former-conformed-name": "INTEGRATED ORTHOPEDICS INC", "date-changed": "19971007"}, {"former-conformed-name": "DRCA MEDICAL CORP", "date-changed": "19920703"}, {"former-conformed-name": "DOCTORS REHABILITATION CORPORATION OF AMERICA", "date-changed": "19910107"}]}
1
                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

            POWERBRIEF, INC. (FORMERLY INTEGRATED ORTHOPAEDICS, INC.)
             (Exact name of registrant as specified in its charter)

                 TEXAS                                      76-0203483
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

       5858 WESTHEIMER, SUITE 500
             HOUSTON, TEXAS                                    77057
(Address of Principal Executive Offices)                    (Zip Code)

                                POWERBRIEF, INC.
                         2001 EQUITY INCENTIVE PLAN AND
                 AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN
                            (Full title of the plans)

          LAURIE HILL GUTIERREZ                            (713) 586-4600
     INTERIM CHIEF FINANCIAL OFFICER                     (Telephone number,
       5858 WESTHEIMER, SUITE 500                       including area code,
          HOUSTON, TEXAS 77057                          of agent for service)
 (Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
==================================================================================================
                                            PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
TITLE OF SECURITIES TO     AMOUNT TO BE      OFFERING PRICE     AGGREGATE OFFERING    REGISTRATION
     BE REGISTERED          REGISTERED         PER SHARE*             PRICE*               FEE
--------------------------------------------------------------------------------------------------
Common Stock (par           16,680,345           $0.25              $4,170,086          $1,042.52
  value $.001 per share)     shares
==================================================================================================
*  Estimated solely for purposes of calculating the amount of the registration
   fee pursuant to Rule 457 of the Securities Act of 1933, based on the average
   of the high and low sales prices of a share of Common Stock of the Registrant
   on the over-the-Counter Bulletin Board on May 21, 2001.

================================================================================
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by PowerBrief, Inc. (the "Company"), are
incorporated herein by reference:

        The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000 (File No. 1-10677).

        The Company's Current Report on Form 8-K dated January 31, 2001;

        The Company's Current Report on Form 8-K dated March 14, 2001;

        The Company's Current Report on Form 8-K dated April 11, 2001;

        The Company's Current Report on Form 8-K dated May 7, 2001;

        The Company's Current Report on Form 8-KA dated May 14, 2001;

        The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2001 dated May 15, 2001;

        The description of the Company's Common Stock contained in the Company's
Registration Statement filed under the Securities Exchange Act of 1934 (the
"Exchange Act") to register such class of securities under such Act.

        All documents subsequently filed by the Company 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 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 part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").

        Any statement contained in an Incorporated Document 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
Incorporated Document 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.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

                                       2
3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               The Articles of Incorporation of the Company, together with its
Bylaws, provide that the Company shall indemnify its officers and directors, and
may indemnify its other employees and agents, to the fullest extent permitted by
law. The laws of the State of Texas permit, and in some cases require,
corporations to indemnify officers, directors, agents and employees who are or
have been a party to or are threatened to be made a party to litigation against
judgments, fines, settlements and reasonable expenses under certain
circumstances.

               The Company has also adopted provisions in its Articles of
Incorporation that limit the liability of its directors to the fullest extent
permitted by the laws of the State of Texas. Under the Company's Articles of
Incorporation, and as permitted by the laws of the State of Texas, a director is
not liable to the Company or its shareholders for damages for breach of
fiduciary duty. Such limitation of liability does not affect liability for (i)
breach of the director's duty of loyalty to the corporation or its shareholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law, (iii) any transaction from which the director
derived an improper personal benefit, or (iv) the payment of any unlawful
dividends.

               Texas corporations also are authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers. The
Company has purchased and maintains a directors' and officers' liability policy
for such purposes.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

Exhibit
Number                             Description of Exhibit
------                             ----------------------
4(a)    Second Amended and Restated Articles of Incorporation of the Company, as
        amended to date. (1)

4(b)    Bylaws of the Company, as amended to date. (2)

4(c)    Certificate of Designation and Determination of Rights and Preferences
        of Cumulative Convertible Preferred Stock, Series A of the Company. (3)

5       Opinion of Locke, Liddell & Sapp LLP as to the legality of the
        securities being registered. *

                                       3
4
23(a)   Consent of Locke, Liddell & Sapp LLP (included in its opinion filed as
        Exhibit 5). *

23(b)   Consent of Ernst & Young LLP. *

24      Power of Attorney (included with the signature page to this registration
        statement). *

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

 *      Filed herein.

(1)     Incorporated herein by reference to Exhibit 3.3 to the Company's Annual
        Report on Form 10-KSB for the year ended December 31, 2000.

(2)     Incorporated herein by reference to Exhibit 3.4 to the Company's Annual
        Report on Form 10-KSB for the year ended December 31, 2000.

(3)     Incorporated herein by reference to Exhibit 4.12 to the Company's Annual
        Report on Form 10-KSB for the year ended December 31, 2000.

ITEM 9. UNDERTAKINGS.

        (1)     The undersigned registrant hereby undertakes:

                        (a) 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.

                        (b) That, for the purpose of determining any liability
                under the Securities Act of 1933 (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.

                        (c) 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.

        (2)     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 15(d) of
                the Act (and each filing of the Plan's annual report pursuant to
                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.

        (3)     Insofar as indemnification for liabilities arising under the Act
                may be permitted to directors, officers and controlling persons
                of the registrant pursuant to the

                                       4
5
                foregoing provisions described in Item 6 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 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 Houston, Texas on May 22, 2001.

                                       POWERBRIEF, INC. (FORMERLY INTEGRATED
                                       ORTHOPAEDICS, INC.)

                                   By: /s/ Laurie Hill Gutierrez
                                       -------------------------------------
                                       Laurie Hill Gutierrez
                                       Interim Chief Financial Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Laurie Hill Gutierrez and James C. Green
and each of them, his true and lawful attorney-in-fact and agent, each with full
power of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each such
attorney-in-fact and agent, full power and authority to do and perform such each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement and the foregoing power of attorney have been signed on
May 22, 2001, by the following persons in the capacities indicated:

                SIGNATURES                             TITLE

/s/ James C. Green                             Chief Executive Officer
---------------------------------------------  (Principal Executive Officer)
    James C. Green

/s/ Laurie Hill Gutierrez                      Interim Chief Financial Officer
---------------------------------------------  (Principal Financial Officer and
    Laurie Hill Gutierrez                      Principal Accounting Officer)

                                       6
7

                SIGNATURES                             TITLE

/s/ Scott J. Hancock                                 Chairman of the Board
---------------------------------------------------
    Scott J. Hancock

/s/ A. John Knapp, Jr.                               Director
---------------------------------------------------
    A. John Knapp, Jr;

/s/ C. Daniel Rice                                   Director
---------------------------------------------------
    C. Daniel Rice

/s/ Richard V. Bays                                  Director
---------------------------------------------------
    Richard V. Bays

                                       7
8

                                  EXHIBIT INDEX

        EXHIBIT
        NUMBER                  DESCRIPTION OF EXHIBIT
        ------                  ----------------------
         4(a)   Second Amended and Restated Articles of Incorporation of the
                Company, as amended to date. (1)

         4(b)   Bylaws of the Company, as amended to date. (2)

         4(c)   Certificate of Designation and Determination of Rights and
                Preferences of Cumulative Convertible Preferred Stock, Series A
                of the Company. (3)

         5      Opinion of Locke, Liddell & Sapp LLP as to the legality of the
                securities being registered. *

        23(a)   Consent of Locke, Liddell & Sapp LLP (included in its opinion
                filed as Exhibit 5). *

        23(b)   Consent of Ernst & Young LLP. *

        24      Power of Attorney (included with the signature page to this
                registration statement). *

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

         *      Filed herein.

        (1)     Incorporated herein by reference to Exhibit 3.3 to the Company's
                Annual Report on Form 10-KSB for the year ended December 31,
                2000.

        (2)     Incorporated herein by reference to Exhibit 3.4 to the Company's
                Annual Report on Form 10-KSB for the year ended December 31,
                2000.

        (3)     Incorporated herein by reference to Exhibit 4.12 to the
                Company's Annual Report on Form 10-KSB for the year ended
                December 31, 2000.