As  filed  with  the Securities and  Exchange Commission  on February 3, 2004
Registration  No.  333-________

                       SECURITIES  AND  EXCHANGE  COMMISSION
                              WASHINGTON  D.C.  20549

                                    FORM  S-8

             REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933

                                FTS  GROUP,  INC.

             (Exact  name  of  registrant  as  specified  in  its  charter)

                  NEVADA                             84-1416864
                 ---------                           ----------
     (State  or  other  jurisdiction                  (IRS  Employer
     of  incorporation  or  organization)          Identification  No.)

                    1049c  Oxford  Valley  Rd.,  Levittown,  PA,  19057
                         Telephone:  215-943-9979
                                 --------------
     (Address,  Including  Zip Code and Telephone Number, of Principal Executive
                                    Offices)

                         CORPORATE  CONSULTING  AGREEMENTS
                            (Full  Title  of  the  Plan)

                               Scott  Gallagher
     Chairman  of  the  Board,  Chief  Executive  Officer  and  President
                             1049c  Oxford  Valley  Road
                           Levittown,  Pennsylvania  19057
                            Telephone:  (215)  943-9979
                      (Name,  Address  and  Telephone  Number,
                   including  Area  Code,  of  Agent  for  Service)



<TABLE>
<CAPTION>



<S>                                                      <C>               <C>            <C>               <C>
                                                         Proposed
                                                         Maximum                          Maximum
                                                         Amount            Proposed       Aggregate         Amount of
Title of Securities . . . . . . . . . . . . . . . . . .  To Be             Offering       Offering          Registration
To Be Registered. . . . . . . . . . . . . . . . . . . .  Registered        Per Share      Price             Fee
------------------------------------------------------   ---------------   ------------    ---------------   ---------------

Common Stock, par value
..001 per share . . . . . . . . . . . . . . . . . . . .       3,785,000 (1)       0.17 (2)  $      643,450  $          81.53
------------------------------------------------------   ---------------   ------------    ---------------   ---------------
</TABLE>




(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Act"),
this  registration statement shall be deemed to cover additional securities that
may  be offered or issued to prevent dilution resulting from stock splits, stock
dividends  or  similar  transactions.

(2)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
pursuant  to  Rule  457(c)  on  the  basis  of  the  average of the high and low
prices  of  the  common  stock  of  the  Registrant  as  traded  in the over-the
counter  market  and  reported  on  the  OTC  Electronic  Bulletin  Board of the
National  Association  of  Securities  Dealers  on  January  29,  2004.


                                     PART  I

              INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.     PLAN  INFORMATION

     Pursuant to the Note to Part I of the Form S-8, the information required by
Part  I  is  not  filed  with  the  Securities  and  Exchange  Commission.

ITEM  2.     INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     The  Registrant  will  provide without charge to each person to whom a copy
of  a  Section  10(a)  Prospectus  hereunder  is  delivered,  upon  the  oral or
written  request  of  such  person,  a copy of any document incorporated in this
Registration  Statement  by  reference.  Requests  for  such  information should
be  directed  to  FTS  GROUP,  INC.,  1049c  Oxford  Valley  Road,  Levittown,
Pennsylvania  19057.

                                     PART  II
               INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following documents are incorporated by reference in this registration
statement.

     a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December  31,  2002, as amended, filed pursuant to Section 13(c) or 15(d) of the
Securities  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act");

     b)   All  other  reports  filed  by Registrant pursuant to Section 13(c) or
15(d)  of  the Exchange Act since the end of the fiscal year covered by the Form
10-KSB, as amended,  referred  to  in  (a)  above.

     c)   The  description  of  the common stock, $.001 par value per share (the
"Common Stock") of the Registrant is contained in the Registrant's annual report
 on  Form  10-KSB.

     All  documents  filed by the Registrant pursuant to Section 13 (a), 13 (c),
14  and  15  (d) of the Exchange Act subsequent to the date of this registration
statement  and  prior  to  the  filing  of  a  post-effective  amendment to this
registration  statement  which indicates that all securities offered hereby have
been  sold  or  which  deregisters all securities then remaining unsold shall be
deemed  to be incorporated in this registration statement by reference and to be
a  part  hereof  from  the  date  of  filing  of  such documents.  Any statement
contained  in  this registration statement, in a supplement to this registration
statement  or in a document 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 subsequently filed supplement
to  this  registration  statement  or  in  any  document  that  is  subsequently
incorporated  by  reference  herein  modifies  or supersedes such statement. Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  registration  statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable.  The class of securities to be offered is registered under
Section  12  of  the  Exchange  Act.

ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

No  expert  or counsel will receive a direct or indirect interest in the small
business  issuer  or  was  a  promoter, underwriter, voting trustee, director or
officer  or  employee  of  registrant.  Nor  does any expert or counsel have any
contingent based agreement with us or any other interest in or connection to us.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.


Article  VII  in  the  Registrant's  Articles of Incorporation provides that the
Registrant  shall  indemnify  to  the  fullest  extent not prohibited by law any
person  who  was  or is a party or is threatened to be made a party to any legal
proceeding  against  all expenses (including attorney's fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by the person in
connection  with  such proceeding. Any repeal or modification of this Article by
the  stockholders  of  the  corporation  shall be prospective only and shall not
adversely  affect  any  limitation  on  the  personal liability of a director or
officer  of  the  corporation  for  acts  of  omissions  prior to such repeal or
modification.

Article  7.1  of  the  Registrant's  By-Laws  provides that the Registrant shall
indemnify to the fullest extent not prohibited by law any person who was or is a
party  or  is  threatened  to  be made a party to any proceeding (as hereinafter
defined) against all expenses (including attorney's fees), judgments, fines, and
amounts  paid  in  settlement  actually and reasonably incurred by the person in
connection  with  such  proceeding.

Under the foregoing provisions of the Registrant's Articles of Incorporation and
By-Laws, each person who is or was a director or officer shall be indemnified by
the  Registrant  to  the  full  extent  permitted  or  authorized by the General
Corporation  Law  of  Nevada.  Under such law, to the extent that such person is
successful on the merits of defense of a suit or proceeding brought against such
person  by  reason  of the fact that such person is a director or officer of FTS
Group,  such  person shall be indemnified against expenses, including attorneys'
fees,  reasonably  incurred  in  connection with such action. If unsuccessful in
defense  of  a  third-party  civil  suit or a criminal suit or if such a suit is
settled,  such  a  person  shall  be indemnified under such law against both (1)
expenses  (including  attorneys' fees) and (2) judgments, fines and amounts paid
in  settlement  if  such  person acted in good faith and in a manner such person
reasonably  believed  to  be in, or not opposed to, our best interests, and with
respect to any criminal action, had no reasonable cause to believe such person's
conduct  was  unlawful.

Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted  to  directors, officers and controlling persons of the Registrant
pursuant  to  the  foregoing  provisions,  or otherwise, the Registrant has been
advised  that  in  the  opinion  of  the 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

Exhibit  No.  Description
------------  -----------

5.1   Opinion  of  Amy  Trombly,  Esq.

23.1  Consent  of  Counsel  (included  in  Exhibit  5  hereto).

23.2  Consent  of  Stark  Winter  Schenkein  &  Co.,  LLP

99.1  Consulting  Agreement  between  the  Registrant and W. Scott McBride dated
January  15,  2004.

99.2  Consulting  Agreement  between  the  Registrant and Theodore J. Smith, Jr.
dated  January  28,  2004.

99.3  Consulting  Agreement  between  the  Registrant  and Mike DeGirolamo dated
January  5,  2004.

99.4  Agreement  between  the  Registrant  and  Jeff Teischer dated November 15,
2003.

99.5  Agreement between the Registrant and David Taylor dated December 12, 2003.

99.6  Consulting Agreement between the Registrant and Pablo Oliva dated November
12,  2003.

99.7  Agreement between the Registrant and Tommy Hollman dated January 27, 2004.

99.8      Compensation  Agreement  between  the Registrant and W. Scott McBride,
David  Rasumssen, James H.  Gilligan and Scott Gallagher dated January 29, 2004.

99.9  Executive  Employment Agreement between the Registrant and Scott Gallagher
dated  January  11,  2002  included  as Exhibit 10.1 to the Registrant's Current
Report  on  Form  8-K,  dated  February  11,  2002,  and  incorporated herein by
reference.



ITEM  9.     UNDERTAKINGS

(a)     The  Registrant  hereby  undertakes:

     1.   To  file, during any period in which it offers or sells securities are
being  made,  a  post-effective  amendment  to  this  registration statement to:

          (i)  Include  any  additional  or  changed  material  information with
respect  to  the  plan  of  distribution.

     2.   For determining  liability  under  the Securities  Act  of  1933, that
each  post-effective  amendment  as  a  new  registration  statement  of  the
securities  offered, and the offering of the securities at that time to  be  the
initial  bona  fide  offering  .

     3.   File a post-effective amendment to remove from registration any of the
securities  that  remain  unsold  at  the  end  of  the  offering.

For  determining  any  liability under the Securities Act, treat the information
omitted from the form of prospectus filed as part of this registration statement
in  reliance  upon  Rule  430A  and contained in form of prospectus filed by the
Registrant  under  Rule  424(b)(1),  or  (4)  or  497(h)  under  the  Securities
Act  as  part  of  this  registration  statement  as  of the time the Commission
declared  it  effective.

For  determining  any  liability  under  the  Securities  Act,  treat  each
post-effective  amendment  that  contains  a  form  of  prospectus  as  a  new
registration statement for the securities offered in the registration statement,
and  that  offering  of  the  securities  at  that time as the initial bona fide
offering  of  those  securities.

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  City  of Levittown State of Pennsylvania on the 2nd day of
February 3, 2004.

                              FTS  GROUP,  INC.


                              By:  /s/  Scott  Gallagher
                              --------------------
                              Scott  Gallagher
                              President


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

                     TITLE                                     DATE
                     -----                                     ----

/s/  Scott  Gallagher           Chairman  of  the  Board,       February 3, 2004
-----------------------         Chief  Executive  Officer,
Scott  Gallagher                President  and  Director


/s/  James  H.  Gilligan           Director                     February 3, 2004
-----------------------
James  H.  Gilligan



/s/  David  Rasmussen               Director                    February 3, 2004
-----------------------
W.  David  Rasmussen
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14121}]
{"company-data": {"conformed-name": "FTS APPAREL INC", "cik": "0001062663", "assigned-sic": "2253", "irs-number": "841416864", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112439", "film-number": "04561444"}, "business-address": {"street1": "ONE OXFORD VALLEY", "street2": "SUITE 810", "city": "LANGHORNE", "state": "PA", "zip": "19047", "phone": "215-741-5883"}, "mail-address": {"street1": "ONE OXFORD VALLEY", "street2": "SUITE 810", "city": "LANGHORNE", "state": "PA", "zip": "19047"}, "former-company": {"former-conformed-name": "FULL TILT SPORTS INC", "date-changed": "19980729"}}
As  filed  with  the Securities and  Exchange Commission  on February 3, 2004
Registration  No.  333-________

                       SECURITIES  AND  EXCHANGE  COMMISSION
                              WASHINGTON  D.C.  20549

                                    FORM  S-8

             REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933

                                FTS  GROUP,  INC.

             (Exact  name  of  registrant  as  specified  in  its  charter)

                  NEVADA                             84-1416864
                 ---------                           ----------
     (State  or  other  jurisdiction                  (IRS  Employer
     of  incorporation  or  organization)          Identification  No.)

                    1049c  Oxford  Valley  Rd.,  Levittown,  PA,  19057
                         Telephone:  215-943-9979
                                 --------------
     (Address,  Including  Zip Code and Telephone Number, of Principal Executive
                                    Offices)

                         CORPORATE  CONSULTING  AGREEMENTS
                            (Full  Title  of  the  Plan)

                               Scott  Gallagher
     Chairman  of  the  Board,  Chief  Executive  Officer  and  President
                             1049c  Oxford  Valley  Road
                           Levittown,  Pennsylvania  19057
                            Telephone:  (215)  943-9979
                      (Name,  Address  and  Telephone  Number,
                   including  Area  Code,  of  Agent  for  Service)
Proposed
                                                         Maximum                          Maximum
                                                         Amount            Proposed       Aggregate         Amount of
Title of Securities . . . . . . . . . . . . . . . . . .  To Be             Offering       Offering          Registration
To Be Registered. . . . . . . . . . . . . . . . . . . .  Registered        Per Share      Price             Fee
------------------------------------------------------   ---------------   ------------    ---------------   ---------------

Common Stock, par value
..001 per share . . . . . . . . . . . . . . . . . . . .       3,785,000 (1)       0.17 (2)  $      643,450  $          81.53
------------------------------------------------------   ---------------   ------------    ---------------   ---------------
(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Act"),
this  registration statement shall be deemed to cover additional securities that
may  be offered or issued to prevent dilution resulting from stock splits, stock
dividends  or  similar  transactions.

(2)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
pursuant  to  Rule  457(c)  on  the  basis  of  the  average of the high and low
prices  of  the  common  stock  of  the  Registrant  as  traded  in the over-the
counter  market  and  reported  on  the  OTC  Electronic  Bulletin  Board of the
National  Association  of  Securities  Dealers  on  January  29,  2004.

                                     PART  I

              INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.     PLAN  INFORMATION

     Pursuant to the Note to Part I of the Form S-8, the information required by
Part  I  is  not  filed  with  the  Securities  and  Exchange  Commission.

ITEM  2.     INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     The  Registrant  will  provide without charge to each person to whom a copy
of  a  Section  10(a)  Prospectus  hereunder  is  delivered,  upon  the  oral or
written  request  of  such  person,  a copy of any document incorporated in this
Registration  Statement  by  reference.  Requests  for  such  information should
be  directed  to  FTS  GROUP,  INC.,  1049c  Oxford  Valley  Road,  Levittown,
Pennsylvania  19057.

                                     PART  II
               INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following documents are incorporated by reference in this registration
statement.

     a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December  31,  2002, as amended, filed pursuant to Section 13(c) or 15(d) of the
Securities  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act");

     b)   All  other  reports  filed  by Registrant pursuant to Section 13(c) or
15(d)  of  the Exchange Act since the end of the fiscal year covered by the Form
10-KSB, as amended,  referred  to  in  (a)  above.

     c)   The  description  of  the common stock, $.001 par value per share (the
"Common Stock") of the Registrant is contained in the Registrant's annual report
 on  Form  10-KSB.

     All  documents  filed by the Registrant pursuant to Section 13 (a), 13 (c),
14  and  15  (d) of the Exchange Act subsequent to the date of this registration
statement  and  prior  to  the  filing  of  a  post-effective  amendment to this
registration  statement  which indicates that all securities offered hereby have
been  sold  or  which  deregisters all securities then remaining unsold shall be
deemed  to be incorporated in this registration statement by reference and to be
a  part  hereof  from  the  date  of  filing  of  such documents.  Any statement
contained  in  this registration statement, in a supplement to this registration
statement  or in a document 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 subsequently filed supplement
to  this  registration  statement  or  in  any  document  that  is  subsequently
incorporated  by  reference  herein  modifies  or supersedes such statement. Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  registration  statement.

ITEM  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable.  The class of securities to be offered is registered under
Section  12  of  the  Exchange  Act.

ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

No  expert  or counsel will receive a direct or indirect interest in the small
business  issuer  or  was  a  promoter, underwriter, voting trustee, director or
officer  or  employee  of  registrant.  Nor  does any expert or counsel have any
contingent based agreement with us or any other interest in or connection to us.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Article  VII  in  the  Registrant's  Articles of Incorporation provides that the
Registrant  shall  indemnify  to  the  fullest  extent not prohibited by law any
person  who  was  or is a party or is threatened to be made a party to any legal
proceeding  against  all expenses (including attorney's fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by the person in
connection  with  such proceeding. Any repeal or modification of this Article by
the  stockholders  of  the  corporation  shall be prospective only and shall not
adversely  affect  any  limitation  on  the  personal liability of a director or
officer  of  the  corporation  for  acts  of  omissions  prior to such repeal or
modification.

Article  7.1  of  the  Registrant's  By-Laws  provides that the Registrant shall
indemnify to the fullest extent not prohibited by law any person who was or is a
party  or  is  threatened  to  be made a party to any proceeding (as hereinafter
defined) against all expenses (including attorney's fees), judgments, fines, and
amounts  paid  in  settlement  actually and reasonably incurred by the person in
connection  with  such  proceeding.

Under the foregoing provisions of the Registrant's Articles of Incorporation and
By-Laws, each person who is or was a director or officer shall be indemnified by
the  Registrant  to  the  full  extent  permitted  or  authorized by the General
Corporation  Law  of  Nevada.  Under such law, to the extent that such person is
successful on the merits of defense of a suit or proceeding brought against such
person  by  reason  of the fact that such person is a director or officer of FTS
Group,  such  person shall be indemnified against expenses, including attorneys'
fees,  reasonably  incurred  in  connection with such action. If unsuccessful in
defense  of  a  third-party  civil  suit or a criminal suit or if such a suit is
settled,  such  a  person  shall  be indemnified under such law against both (1)
expenses  (including  attorneys' fees) and (2) judgments, fines and amounts paid
in  settlement  if  such  person acted in good faith and in a manner such person
reasonably  believed  to  be in, or not opposed to, our best interests, and with
respect to any criminal action, had no reasonable cause to believe such person's
conduct  was  unlawful.

Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted  to  directors, officers and controlling persons of the Registrant
pursuant  to  the  foregoing  provisions,  or otherwise, the Registrant has been
advised  that  in  the  opinion  of  the 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

Exhibit  No.  Description
------------  -----------

5.1   Opinion  of  Amy  Trombly,  Esq.

23.1  Consent  of  Counsel  (included  in  Exhibit  5  hereto).

23.2  Consent  of  Stark  Winter  Schenkein  &  Co.,  LLP

99.1  Consulting  Agreement  between  the  Registrant and W. Scott McBride dated
January  15,  2004.

99.2  Consulting  Agreement  between  the  Registrant and Theodore J. Smith, Jr.
dated  January  28,  2004.

99.3  Consulting  Agreement  between  the  Registrant  and Mike DeGirolamo dated
January  5,  2004.

99.4  Agreement  between  the  Registrant  and  Jeff Teischer dated November 15,
2003.

99.5  Agreement between the Registrant and David Taylor dated December 12, 2003.

99.6  Consulting Agreement between the Registrant and Pablo Oliva dated November
12,  2003.

99.7  Agreement between the Registrant and Tommy Hollman dated January 27, 2004.

99.8      Compensation  Agreement  between  the Registrant and W. Scott McBride,
David  Rasumssen, James H.  Gilligan and Scott Gallagher dated January 29, 2004.

99.9  Executive  Employment Agreement between the Registrant and Scott Gallagher
dated  January  11,  2002  included  as Exhibit 10.1 to the Registrant's Current
Report  on  Form  8-K,  dated  February  11,  2002,  and  incorporated herein by
reference.

ITEM  9.     UNDERTAKINGS

(a)     The  Registrant  hereby  undertakes:

     1.   To  file, during any period in which it offers or sells securities are
being  made,  a  post-effective  amendment  to  this  registration statement to:

          (i)  Include  any  additional  or  changed  material  information with
respect  to  the  plan  of  distribution.

     2.   For determining  liability  under  the Securities  Act  of  1933, that
each  post-effective  amendment  as  a  new  registration  statement  of  the
securities  offered, and the offering of the securities at that time to  be  the
initial  bona  fide  offering  .

     3.   File a post-effective amendment to remove from registration any of the
securities  that  remain  unsold  at  the  end  of  the  offering.

For  determining  any  liability under the Securities Act, treat the information
omitted from the form of prospectus filed as part of this registration statement
in  reliance  upon  Rule  430A  and contained in form of prospectus filed by the
Registrant  under  Rule  424(b)(1),  or  (4)  or  497(h)  under  the  Securities
Act  as  part  of  this  registration  statement  as  of the time the Commission
declared  it  effective.

For  determining  any  liability  under  the  Securities  Act,  treat  each
post-effective  amendment  that  contains  a  form  of  prospectus  as  a  new
registration statement for the securities offered in the registration statement,
and  that  offering  of  the  securities  at  that time as the initial bona fide
offering  of  those  securities.

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  City  of Levittown State of Pennsylvania on the 2nd day of
February 3, 2004.

                              FTS  GROUP,  INC.

                              By:  /s/  Scott  Gallagher
                              --------------------
                              Scott  Gallagher
                              President

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

                     TITLE                                     DATE
                     -----                                     ----

/s/  Scott  Gallagher           Chairman  of  the  Board,       February 3, 2004
-----------------------         Chief  Executive  Officer,
Scott  Gallagher                President  and  Director

/s/  James  H.  Gilligan           Director                     February 3, 2004
-----------------------
James  H.  Gilligan

/s/  David  Rasmussen               Director                    February 3, 2004
-----------------------
W.  David  Rasmussen