<PAGE>

--------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on February ___, 2000
            Registration No. 33-
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               Sideware Systems Inc.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)
                              British Columbia, Canada
             ------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)
                                       N.A.
             ------------------------------------------------------
                      (I.R.S. Employer Identification No.)
                        930 West First Street, Suite 102
                 North Vancouver, British Columbia, Canada V7P 3N4
                    (Address of Principal Executive Offices)

                  ---------------------------------------------
                            (Full Title of the Plan)
                        National Registered Agents, Inc.
                         1090 Vermont Avenue, Suite 910
                                Washington, D.C. 20005
             ------------------------------------------------------
                     (Name and Address of Agent For Service)
                                  (202) 371-8090
             ------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
       Title of                                        Proposed               Proposed Maximum
      Securities               Amount              Maximum Offering          Aggregate Offering        Amount of
   To Be Registered       To Be Registered         Price Per Share*                Price*           registration fee
======================================================================================================================
<S>                       <C>                      <C>                       <C>                    <C>
 Common Share, without         105,000                   $1.95                    $204,750                $55
 par value, subject to         730,000                   $1.87                   $1,365,100               $361
 outstanding options
                               -------                   -----                   ----------               ----
                               835,000                    N/A                    $1,559,850               $416
======================================================================================================================
</TABLE>

*The proposed maximum offering price per share and the registration fee were
calculated in accordance with Rule 457(h) based upon the option exercise prices
of options granted and outstanding as of the date of filing of the registration
statement.

<PAGE>

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are hereby incorporated by reference into this
registration statement:

         (a)      Registration Statement on Form 20-F filed pursuant to Section
                  12(g) of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act"), dated May 7, 1999.
         (b)      Transition Report pursuant to Section 13 of the Exchange Act,
                  dated June 25, 1999.
         (c)      Report of Foreign Private Issuer on Form 6-K pursuant to Rule
                  13a-16 of the Exchange Act, dated June 2, 1999.
         (d)      Report of Foreign Private Issuer on Form 6-K pursuant to Rule
                  13a-16 of the Exchange Act, dated September 1, 1999.
         (e)      Report of Foreign Private Issuer on Form 6 K pursuant to Rule
                  13a 16 of the Exchange Act dated October 12, 1999.
         (f)      Report of Foreign Private Issuer on Form 6 K pursuant to Rule
                  13a 16 of the Exchange Act dated December 10, 1999.
         (g)      Report of Foreign Private Issuer on Form 6 K pursuant to Rule
                  13a 16 of the Exchange Act dated January 27, 2000.


         In addition, all documents subsequently filed 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 into this registration statement and to be a
part hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Subject to the provisions of the Company Act British Columbia (the
"Act"), the directors shall cause the Company to indemnify a director or former
director of the Company and the directors may cause the Company to indemnify a
director or former director of a corporation of which the Company is or was a
shareholder and the heirs and personal representatives of any former director
against all costs, charges and expenses, including an amount to settle an action
or satisfy a judgment, actually and reasonably incurred by him or them including
an amount paid to

                                                                              2

<PAGE>

settle an action or satisfy a judgment in a civil, criminal or
administrative action or proceeding to which he is or they are made a party by
reason of his being or having been a director including any action brought by
the Company. Each director of the Company on being elected or appointed shall be
deemed to have contracted with the Company on the terms of this indemnity.

         Subject to the provisions of the Act, the directors may cause the
Company to indemnify any officer, employee or agent of the Company or of a
corporation of which the Company is or was shareholder (notwithstanding that he
is also a director) and his heirs and personal representatives against all
costs, charges and expenses whatsoever incurred by him or them and resulting
from his acting as an officer, employee or agent of the Company or the
corporation. In addition, the Company shall indemnify the Secretary or an
Assistant Secretary of the Company (if he shall not be a full-time employee of
the Company and notwithstanding that he is also a director) and his respective
heirs and legal representatives against all costs, charges and expenses
whatsoever incurred by him or them and arising out of the functions assigned to
the Secretary by the Act or Articles.

         The failure of a director or officer of the Company to comply with the
provisions of the Act or of the Memorandum or the Articles shall invalidate any
indemnity to which he is entitled under this Part.

         The directors may cause the Company to purchase and maintain insurance
for the benefit of any person who is or was serving as a director, officer,
employee or agent of the Company or as a director, officer, employee or agent of
any corporation of which the Company is or was a shareholder and his heirs or
personal representatives against any liability incurred by him as a director,
officer, employee or agent.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits.

         The Exhibits to this registration statement are listed in the Index to
Exhibits on page 7.
                ---

                                                                              3

<PAGE>

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 of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

                           (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.

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

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

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

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

                                                                              4

<PAGE>

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>

                                   SIGNATURES

       In accordance with 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 of 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 Vancouver, British Columbia, on March 1, 2000.

                                    SIDEWARE SYSTEMS INC.


                                    By:  "Grant Sutherland"
                                         ---------------------------------
                                         W. Grant Sutherland
                                         Chairman of the Board of Directors



                                POWER OF ATTORNEY

         Each person whose individual signature appears below hereby authorizes
W. Grant Sutherland, as attorney-in-fact, with full power of substitution, to
execute in the name and on behalf of such person, individually and in each
capacity stated below, and to file, any and all amendments to this registration
statement, including any and all post-effective amendments.

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                                   TITLE                               DATE

<S>                                         <C>                                 <C>


"Grant Sutherland"                          Director, Chairman of               March 1, 2000
------------------------------------        the Board of Directors,
W. Grant Sutherland                         Principal Financial Officer,
                                            Principal Accounting Officer


"Owen Jones"                                President, Chief Executive          March 1, 2000
------------------------------------        Officer and Director (Principal
Owen L.J. Jones                             Executive Officer)


"James Speros"                              Director                            March 1, 2000
------------------------------------
James L. Speros

"Edward White"                              Director                            March 1, 2000
------------------------------------
Edward A. White

</TABLE>

                                                                              6

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
      Exhibit Number           Exhibit
-----------------------------------------------------------------------------------
<S>                    <C>
4.1                    Stock Option Agreement dated 04/10/99 - Grant Sutherland
-----------------------------------------------------------------------------------
4.2                    Stock Option Agreement dated 04/10/99 - Michael Colen
-----------------------------------------------------------------------------------
4.3                    Stock Option Agreement dated 04/10/99 - Alex Mahon
-----------------------------------------------------------------------------------
4.4                    Stock Option Agreement dated 04/10/99 - May Huang
-----------------------------------------------------------------------------------
4.5                    Stock Option Agreement dated 04/10/99 - John Zhang
-----------------------------------------------------------------------------------
4.6                    Stock Option Agreement dated 04/10/99 - Chris Hall
-----------------------------------------------------------------------------------
4.7                    Stock Option Agreement dated 04/10/99 - Lyn Gubster
-----------------------------------------------------------------------------------
4.8                    Stock Option Agreement dated 04/10/99 - Michelle MacGregor
-----------------------------------------------------------------------------------
4.9                    Stock Option Agreement dated 04/10/99 - John Dykstra
-----------------------------------------------------------------------------------
4.10                   Stock Option Agreement dated 04/10/99 - Neelam Dhat
-----------------------------------------------------------------------------------
4.11                   Stock Option Agreement dated 04/10/99 - Robert Dreskai
-----------------------------------------------------------------------------------
4.12                   Stock Option Agreement dated 04/10/99 - Vince Taylor
-----------------------------------------------------------------------------------
4.13                   Stock Option Agreement dated 04/20/99 - Al Unger
-----------------------------------------------------------------------------------
4.14                   Stock Option Agreement dated 04/20/99 - Ed Vandrimmlen
-----------------------------------------------------------------------------------
4.15                   Stock Option Agreement dated 04/20/99 - Tony Drezet
-----------------------------------------------------------------------------------
4.16                   Stock Option Agreement dated 04/20/99 - Gary Mounts
-----------------------------------------------------------------------------------
4.17                   Stock Option Agreement dated 04/20/99 - Vince Sterniolo
-----------------------------------------------------------------------------------
4.18                   Stock Option Agreement dated 04/20/99 - Harry Lai
-----------------------------------------------------------------------------------
4.19                   Stock Option Agreement dated 04/20/99 - Sava Jurisic
-----------------------------------------------------------------------------------
4.20                   Stock Option Agreement dated 04/20/99 - Chris Hall
-----------------------------------------------------------------------------------
5.1                    Opinion of Dale W. Wilcox, A Law Corporation
-----------------------------------------------------------------------------------
23.1                   Consent of KPMG LLP
-----------------------------------------------------------------------------------
</TABLE>

                                                                              7
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18649}]
{"company-data": {"conformed-name": "SIDEWARE SYSTEMS INC", "cik": "0001077170", "assigned-sic": "7372", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31672", "film-number": "560913"}, "business-address": {"street1": "930 WEST FIRST ST", "street2": "STE 102", "city": "NORTH VANCOUVER BC", "state": "A1", "phone": "6046880047"}, "mail-address": {"street1": "777 DUNSMUIR STREET SUITE 1600", "street2": "P.O. BOX 10425 PACIFIC CENTER", "city": "VANCOUVER BC"}}
--------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on February ___, 2000
            Registration No. 33-
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               Sideware Systems Inc.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)
                              British Columbia, Canada
             ------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)
                                       N.A.
             ------------------------------------------------------
                      (I.R.S. Employer Identification No.)
                        930 West First Street, Suite 102
                 North Vancouver, British Columbia, Canada V7P 3N4
                    (Address of Principal Executive Offices)

                  ---------------------------------------------
                            (Full Title of the Plan)
                        National Registered Agents, Inc.
                         1090 Vermont Avenue, Suite 910
                                Washington, D.C. 20005
             ------------------------------------------------------
                     (Name and Address of Agent For Service)
                                  (202) 371-8090
             ------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)
                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
       Title of                                        Proposed               Proposed Maximum
      Securities               Amount              Maximum Offering          Aggregate Offering        Amount of
   To Be Registered       To Be Registered         Price Per Share*                Price*           registration fee
======================================================================================================================
Common Share, without         105,000                   $1.95                    $204,750                $55
 par value, subject to         730,000                   $1.87                   $1,365,100               $361
 outstanding options
                               -------                   -----                   ----------               ----
                               835,000                    N/A                    $1,559,850               $416
======================================================================================================================
*The proposed maximum offering price per share and the registration fee were
calculated in accordance with Rule 457(h) based upon the option exercise prices
of options granted and outstanding as of the date of filing of the registration
statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents are hereby incorporated by reference into this
registration statement:

         (a)      Registration Statement on Form 20-F filed pursuant to Section
                  12(g) of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act"), dated May 7, 1999.
         (b)      Transition Report pursuant to Section 13 of the Exchange Act,
                  dated June 25, 1999.
         (c)      Report of Foreign Private Issuer on Form 6-K pursuant to Rule
                  13a-16 of the Exchange Act, dated June 2, 1999.
         (d)      Report of Foreign Private Issuer on Form 6-K pursuant to Rule
                  13a-16 of the Exchange Act, dated September 1, 1999.
         (e)      Report of Foreign Private Issuer on Form 6 K pursuant to Rule
                  13a 16 of the Exchange Act dated October 12, 1999.
         (f)      Report of Foreign Private Issuer on Form 6 K pursuant to Rule
                  13a 16 of the Exchange Act dated December 10, 1999.
         (g)      Report of Foreign Private Issuer on Form 6 K pursuant to Rule
                  13a 16 of the Exchange Act dated January 27, 2000.

         In addition, all documents subsequently filed 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 into this registration statement and to be a
part hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Subject to the provisions of the Company Act British Columbia (the
"Act"), the directors shall cause the Company to indemnify a director or former
director of the Company and the directors may cause the Company to indemnify a
director or former director of a corporation of which the Company is or was a
shareholder and the heirs and personal representatives of any former director
against all costs, charges and expenses, including an amount to settle an action
or satisfy a judgment, actually and reasonably incurred by him or them including
an amount paid to

                                                                              2
settle an action or satisfy a judgment in a civil, criminal or
administrative action or proceeding to which he is or they are made a party by
reason of his being or having been a director including any action brought by
the Company. Each director of the Company on being elected or appointed shall be
deemed to have contracted with the Company on the terms of this indemnity.

         Subject to the provisions of the Act, the directors may cause the
Company to indemnify any officer, employee or agent of the Company or of a
corporation of which the Company is or was shareholder (notwithstanding that he
is also a director) and his heirs and personal representatives against all
costs, charges and expenses whatsoever incurred by him or them and resulting
from his acting as an officer, employee or agent of the Company or the
corporation. In addition, the Company shall indemnify the Secretary or an
Assistant Secretary of the Company (if he shall not be a full-time employee of
the Company and notwithstanding that he is also a director) and his respective
heirs and legal representatives against all costs, charges and expenses
whatsoever incurred by him or them and arising out of the functions assigned to
the Secretary by the Act or Articles.

         The failure of a director or officer of the Company to comply with the
provisions of the Act or of the Memorandum or the Articles shall invalidate any
indemnity to which he is entitled under this Part.

         The directors may cause the Company to purchase and maintain insurance
for the benefit of any person who is or was serving as a director, officer,
employee or agent of the Company or as a director, officer, employee or agent of
any corporation of which the Company is or was a shareholder and his heirs or
personal representatives against any liability incurred by him as a director,
officer, employee or agent.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits.

         The Exhibits to this registration statement are listed in the Index to
Exhibits on page 7.
                ---

                                                                              3
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 of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

                           (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.

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

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

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

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

                                                                              4
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
SIGNATURES

       In accordance with 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 of 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 Vancouver, British Columbia, on March 1, 2000.

                                    SIDEWARE SYSTEMS INC.

                                    By:  "Grant Sutherland"
                                         ---------------------------------
                                         W. Grant Sutherland
                                         Chairman of the Board of Directors

                                POWER OF ATTORNEY

         Each person whose individual signature appears below hereby authorizes
W. Grant Sutherland, as attorney-in-fact, with full power of substitution, to
execute in the name and on behalf of such person, individually and in each
capacity stated below, and to file, any and all amendments to this registration
statement, including any and all post-effective amendments.

       Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                   TITLE                               DATE
"Grant Sutherland"                          Director, Chairman of               March 1, 2000
------------------------------------        the Board of Directors,
W. Grant Sutherland                         Principal Financial Officer,
                                            Principal Accounting Officer

"Owen Jones"                                President, Chief Executive          March 1, 2000
------------------------------------        Officer and Director (Principal
Owen L.J. Jones                             Executive Officer)

"James Speros"                              Director                            March 1, 2000
------------------------------------
James L. Speros

"Edward White"                              Director                            March 1, 2000
------------------------------------
Edward A. White
6
EXHIBIT INDEX
-----------------------------------------------------------------------------------
      Exhibit Number           Exhibit
-----------------------------------------------------------------------------------
4.1                    Stock Option Agreement dated 04/10/99 - Grant Sutherland
-----------------------------------------------------------------------------------
4.2                    Stock Option Agreement dated 04/10/99 - Michael Colen
-----------------------------------------------------------------------------------
4.3                    Stock Option Agreement dated 04/10/99 - Alex Mahon
-----------------------------------------------------------------------------------
4.4                    Stock Option Agreement dated 04/10/99 - May Huang
-----------------------------------------------------------------------------------
4.5                    Stock Option Agreement dated 04/10/99 - John Zhang
-----------------------------------------------------------------------------------
4.6                    Stock Option Agreement dated 04/10/99 - Chris Hall
-----------------------------------------------------------------------------------
4.7                    Stock Option Agreement dated 04/10/99 - Lyn Gubster
-----------------------------------------------------------------------------------
4.8                    Stock Option Agreement dated 04/10/99 - Michelle MacGregor
-----------------------------------------------------------------------------------
4.9                    Stock Option Agreement dated 04/10/99 - John Dykstra
-----------------------------------------------------------------------------------
4.10                   Stock Option Agreement dated 04/10/99 - Neelam Dhat
-----------------------------------------------------------------------------------
4.11                   Stock Option Agreement dated 04/10/99 - Robert Dreskai
-----------------------------------------------------------------------------------
4.12                   Stock Option Agreement dated 04/10/99 - Vince Taylor
-----------------------------------------------------------------------------------
4.13                   Stock Option Agreement dated 04/20/99 - Al Unger
-----------------------------------------------------------------------------------
4.14                   Stock Option Agreement dated 04/20/99 - Ed Vandrimmlen
-----------------------------------------------------------------------------------
4.15                   Stock Option Agreement dated 04/20/99 - Tony Drezet
-----------------------------------------------------------------------------------
4.16                   Stock Option Agreement dated 04/20/99 - Gary Mounts
-----------------------------------------------------------------------------------
4.17                   Stock Option Agreement dated 04/20/99 - Vince Sterniolo
-----------------------------------------------------------------------------------
4.18                   Stock Option Agreement dated 04/20/99 - Harry Lai
-----------------------------------------------------------------------------------
4.19                   Stock Option Agreement dated 04/20/99 - Sava Jurisic
-----------------------------------------------------------------------------------
4.20                   Stock Option Agreement dated 04/20/99 - Chris Hall
-----------------------------------------------------------------------------------
5.1                    Opinion of Dale W. Wilcox, A Law Corporation
-----------------------------------------------------------------------------------
23.1                   Consent of KPMG LLP
-----------------------------------------------------------------------------------
7