<PAGE>

     As filed with the Securities and Exchange Commission on March 6, 2000
                     Registration Statement No. 333-________
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                             HARRIS INTERACTIVE INC.
             (Exact name of Registrant as Specified in its Charter)

                                    DELAWARE
         (State or other Jurisdiction of Incorporation or Organization)

                                   16-1538028
                        (IRS Employer Identification No.)

                               135 Corporate Woods
                            Rochester, New York 14623
                    (Address of principal executive offices)

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plan)

              Gordon S. Black, Chairman and Chief Executive Officer
                            Harris Interactive, Inc.
                               135 Corporate Woods
                            Rochester, New York 14623
                                 (716) 272-9020
            (Name, address, including zip code, and telephone number
                   including area code, of Agent for Service)

                                 with a copy to:
                             Catherine A. King, Esq.
                            Harris Beach & Wilcox LLP
                              130 East Main Street
                            Rochester, New York 14604
                                 (716) 232-4440


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                                 Proposed         Proposed
Title of                         Maximum          Maximum
Securities     Amount            Offering         Aggregate       Amount of
to be          to be             Price per        Offering        Registration
Registered(1)  Registered(2)     Share(3)         Price(3)        Fee(3)
-------------------------------------------------------------------------------
<S>           <C>               <C>              <C>              <C>

Common
Stock            500,000         $11.41          $5,705,000       $1,506.12

</TABLE>

(1)      In addition, pursuant to Rule 416(c) under the Securities Act of
         1933, this Registration Statement also covers an indeterminate
         amount of interests to be offered and sold pursuant to the plan.

(2)      The Registration Statement also includes an indeterminate number of
         additional shares that may become issuable as a result of terminated,
         expired or surrendered options to purchase Common Stock, or pursuant
         to the antidilution provisions of the Plan.

(3)      In accordance with Rule 457(h)(1), calculated on the basis of the
         high and low prices of the Registrant's Common Stock on the Nasdaq
         National Market System on March 3, 2000.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in this
Registration Statement:

         1.  The Registrant's Prospectus dated December 6, 1999.

         2.  The Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1999.

         3.  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
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.

         4.  The description of the common stock of the Registrant contained in
its Registration Statement on Form 8-A filed under the Securities Exchange Act
of 1934, which became effective as of December 6, 1999, including any
amendment(s) or report(s) filed for the purpose of updating such description.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and

                                       2

<PAGE>

reasonably incurred by such person in connection with any threatened, pending
or completed actions, suits or proceedings in which such person is made a
party by reason of such person being or having been a director, officer,
employee or agent of the Registrant. The Delaware General Corporation Law
provides that Section 145 is not exclusive of other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise. Article VIII of the
Registrant's Bylaws provides for indemnification by the Registrant of its
directors, officers and employees to the fullest extent permitted by the
Delaware General Corporation Law.

         Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for unlawful payments of dividends or unlawful stock repurchases,
redemptions or other distributions, or (iv) for any transaction from which
the director derived an improper personal benefit. Article X of the
Registrant's Amended and Restated Certificate of Incorporation provides for
such limitation of liability.

         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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

         The following exhibits are filed with this Registration Statement:

            4.1      Form of Amended and Restated Certificate of
                     Incorporation of the Registrant, defining the rights
                     of holders of its Common Stock (Incorporated by
                     reference from Registrant's Form S-1 dated September
                     17, 1999 (Registration No.: 333-87311)).

            4.2      1999 Employee Stock Purchase Plan  (Incorporated by
                     reference from Registrant's Form S-1 dated
                     September 17, 1999 (Registration No.: 333-87311)).

            5.       Opinion of Harris Beach & Wilcox LLP.


                                       3

<PAGE>

            23.1     Consent of PricewaterhouseCoopers LLP.

            23.2     Consent of Harris Beach & Wilcox LLP (included in
                     Exhibit 5).

ITEM 9.  UNDERTAKINGS

         (a)      RULE  415 OFFERINGS.

         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 this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in the volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;

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

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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.


                                      4

<PAGE>

         (b)  FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.

         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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

         (c) FILING OF REGISTRATION STATEMENT ON FORM S-8.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions of the
Registrant's charter, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.




                                      5

<PAGE>

                                  SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rochester, State of
New York, on March 3, 2000.

                                        HARRIS INTERACTIVE INC.


                                        By:   /s/ Gordon S. Black
                                              --------------------------------
                                              Gordon S. Black, Chairman and
                                              Chief Executive Officer


                                        By:   /s/ Bruce A. Newman
                                              --------------------------------
                                              Bruce A. Newman, Chief
                                              Financial Officer (principal
                                              financial officer)




                                       6

<PAGE>

      Each person whose signature appears below hereby constitutes and
appoints GORDON S. BLACK and BRUCE A. NEWMAN each of them, such person's true
and lawful attorney-in-fact and agent, with full powers of substitution, for
such person and in such person's name, place and stead, in any and all
capacities, to sign and to file any and all amendments, including
post-effective amendments, to this Registration Statement with the Securities
and Exchange Commission, granting to said attorney-in-fact full power and
authority to perform any other act on behalf of the undersigned required to
be done in connection therewith.

      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>

By: /s/ Gordon S. Black                             Chairman of the              March 3, 2000
    ----------------------------------              Board and Chief
      Gordon S. Black                               Executive Officer
                                                    (principal executive
                                                    officer)

By: /s/ David H. Clemm                              President, Chief             March 3, 2000
    ----------------------------------              Operating Officer, and
      David H. Clemm                                Director

By: /s/ Leonard R. Bayer                            Director                     March 3, 2000
    ----------------------------------
      Leonard R. Bayer

By: /s/ Thomas D. Berman                            Director                     March 3, 2000
    ----------------------------------
      Thomas D. Berman

By: /s/ G. Thomas Clark                             Director                     March 3, 2000
    ----------------------------------
      G. Thomas Clark

By: /s/ James R. Riedman                            Director                     March 3, 2000
    ----------------------------------
      James R. Riedman

By: /s/ Benjamin D. Addoms                          Director                     February 24, 2000
    ----------------------------------
      Benjamin D. Addoms

By: /s/ Graham Phillips                             Director                     March 3, 2000
    ----------------------------------
      Graham Phillips

</TABLE>


                                       7

<PAGE>


                                EXHIBIT INDEX

4.1     Form of Amended and Restated Certificate of Incorporation of the
        Registrant, defining the rights of holders of its Common Stock
        (Incorporated by reference from Registrant's Form S-1 dated
        September 17, 1999 (Registration No.: 333-87311)).

4.2     1999 Employee Stock Purchase Plan (Incorporated by reference from
        Registrant's Form S-1 dated September 17, 1999 (Registration
        No.: 333-87311)).

5.      Opinion of Harris Beach & Wilcox LLP.

23.1    Consent of PricewaterhouseCoopers LLP.

23.2    Consent of Harris Beach & Wilcox LLP (included in Exhibit 5).


                                        8
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17731}]
{"company-data": {"conformed-name": "HARRIS INTERACTIVE INC", "cik": "0001094238", "assigned-sic": "8742", "irs-number": "161538028", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31776", "film-number": "561524"}, "business-address": {"street1": "135 CORPORATE WOODS", "city": "ROCHESTER", "state": "NY", "zip": "14623-1457", "phone": "7162728400"}}
As filed with the Securities and Exchange Commission on March 6, 2000
                     Registration Statement No. 333-________
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                             HARRIS INTERACTIVE INC.
             (Exact name of Registrant as Specified in its Charter)

                                    DELAWARE
         (State or other Jurisdiction of Incorporation or Organization)

                                   16-1538028
                        (IRS Employer Identification No.)

                               135 Corporate Woods
                            Rochester, New York 14623
                    (Address of principal executive offices)

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plan)

              Gordon S. Black, Chairman and Chief Executive Officer
                            Harris Interactive, Inc.
                               135 Corporate Woods
                            Rochester, New York 14623
                                 (716) 272-9020
            (Name, address, including zip code, and telephone number
                   including area code, of Agent for Service)

                                 with a copy to:
                             Catherine A. King, Esq.
                            Harris Beach & Wilcox LLP
                              130 East Main Street
                            Rochester, New York 14604
                                 (716) 232-4440

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                 Proposed         Proposed
Title of                         Maximum          Maximum
Securities     Amount            Offering         Aggregate       Amount of
to be          to be             Price per        Offering        Registration
Registered(1)  Registered(2)     Share(3)         Price(3)        Fee(3)
-------------------------------------------------------------------------------
Common
Stock            500,000         $11.41          $5,705,000       $1,506.12
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of
         1933, this Registration Statement also covers an indeterminate
         amount of interests to be offered and sold pursuant to the plan.

(2)      The Registration Statement also includes an indeterminate number of
         additional shares that may become issuable as a result of terminated,
         expired or surrendered options to purchase Common Stock, or pursuant
         to the antidilution provisions of the Plan.

(3)      In accordance with Rule 457(h)(1), calculated on the basis of the
         high and low prices of the Registrant's Common Stock on the Nasdaq
         National Market System on March 3, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in this
Registration Statement:

         1.  The Registrant's Prospectus dated December 6, 1999.

         2.  The Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1999.

         3.  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
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.

         4.  The description of the common stock of the Registrant contained in
its Registration Statement on Form 8-A filed under the Securities Exchange Act
of 1934, which became effective as of December 6, 1999, including any
amendment(s) or report(s) filed for the purpose of updating such description.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and

                                       2
reasonably incurred by such person in connection with any threatened, pending
or completed actions, suits or proceedings in which such person is made a
party by reason of such person being or having been a director, officer,
employee or agent of the Registrant. The Delaware General Corporation Law
provides that Section 145 is not exclusive of other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise. Article VIII of the
Registrant's Bylaws provides for indemnification by the Registrant of its
directors, officers and employees to the fullest extent permitted by the
Delaware General Corporation Law.

         Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for unlawful payments of dividends or unlawful stock repurchases,
redemptions or other distributions, or (iv) for any transaction from which
the director derived an improper personal benefit. Article X of the
Registrant's Amended and Restated Certificate of Incorporation provides for
such limitation of liability.

         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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

         The following exhibits are filed with this Registration Statement:

            4.1      Form of Amended and Restated Certificate of
                     Incorporation of the Registrant, defining the rights
                     of holders of its Common Stock (Incorporated by
                     reference from Registrant's Form S-1 dated September
                     17, 1999 (Registration No.: 333-87311)).

            4.2      1999 Employee Stock Purchase Plan  (Incorporated by
                     reference from Registrant's Form S-1 dated
                     September 17, 1999 (Registration No.: 333-87311)).

            5.       Opinion of Harris Beach & Wilcox LLP.

                                       3
23.1     Consent of PricewaterhouseCoopers LLP.

            23.2     Consent of Harris Beach & Wilcox LLP (included in
                     Exhibit 5).

ITEM 9.  UNDERTAKINGS

         (a)      RULE  415 OFFERINGS.

         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 this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in the volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;

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

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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.

                                      4
(b)  FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.

         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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

         (c) FILING OF REGISTRATION STATEMENT ON FORM S-8.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions of the
Registrant's charter, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

                                      5
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 or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rochester, State of
New York, on March 3, 2000.

                                        HARRIS INTERACTIVE INC.

                                        By:   /s/ Gordon S. Black
                                              --------------------------------
                                              Gordon S. Black, Chairman and
                                              Chief Executive Officer

                                        By:   /s/ Bruce A. Newman
                                              --------------------------------
                                              Bruce A. Newman, Chief
                                              Financial Officer (principal
                                              financial officer)

                                       6
Each person whose signature appears below hereby constitutes and
appoints GORDON S. BLACK and BRUCE A. NEWMAN each of them, such person's true
and lawful attorney-in-fact and agent, with full powers of substitution, for
such person and in such person's name, place and stead, in any and all
capacities, to sign and to file any and all amendments, including
post-effective amendments, to this Registration Statement with the Securities
and Exchange Commission, granting to said attorney-in-fact full power and
authority to perform any other act on behalf of the undersigned required to
be done in connection therewith.

      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
      ---------                                        -----                        ----
By: /s/ Gordon S. Black                             Chairman of the              March 3, 2000
    ----------------------------------              Board and Chief
      Gordon S. Black                               Executive Officer
                                                    (principal executive
                                                    officer)

By: /s/ David H. Clemm                              President, Chief             March 3, 2000
    ----------------------------------              Operating Officer, and
      David H. Clemm                                Director

By: /s/ Leonard R. Bayer                            Director                     March 3, 2000
    ----------------------------------
      Leonard R. Bayer

By: /s/ Thomas D. Berman                            Director                     March 3, 2000
    ----------------------------------
      Thomas D. Berman

By: /s/ G. Thomas Clark                             Director                     March 3, 2000
    ----------------------------------
      G. Thomas Clark

By: /s/ James R. Riedman                            Director                     March 3, 2000
    ----------------------------------
      James R. Riedman

By: /s/ Benjamin D. Addoms                          Director                     February 24, 2000
    ----------------------------------
      Benjamin D. Addoms

By: /s/ Graham Phillips                             Director                     March 3, 2000
    ----------------------------------
      Graham Phillips
7
EXHIBIT INDEX

4.1     Form of Amended and Restated Certificate of Incorporation of the
        Registrant, defining the rights of holders of its Common Stock
        (Incorporated by reference from Registrant's Form S-1 dated
        September 17, 1999 (Registration No.: 333-87311)).

4.2     1999 Employee Stock Purchase Plan (Incorporated by reference from
        Registrant's Form S-1 dated September 17, 1999 (Registration
        No.: 333-87311)).

5.      Opinion of Harris Beach & Wilcox LLP.

23.1    Consent of PricewaterhouseCoopers LLP.

23.2    Consent of Harris Beach & Wilcox LLP (included in Exhibit 5).

                                        8