SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                        CAVALCADE OF SPORTS MEDIA, INC.
        (Exact name of registrant as specified in its charter)

          Nevada                                       33-0766069
(State of Incorporation)                   (I.R.S. Employer I.D. Number)

        12268 Via Latina, Del Mar, California              92914
       (Address of Principal Executive Offices)          (Zip Code)

                 LEGAL SERVICES CONTINGENT COMPENSATION PLAN
                            (Full title of the Plan)

                        Edward E. Litwak, Chmn. Of Board
                                 12268 Via Latina
                             Del Mar, California 92914
                                  (858) 481-2207
(Name, address and telephone number, including area code, of agent for service)


                             CALCULATION OF REGISTRATION FEE

Title of           Amount to be     Proposed          Proposed     Amount of
Securities          Registered      Maximum           Maximum     Registration
to be Registered                    Offering Price    Aggregate       Fee
                                    Per Unit           Offering
                                                      Price (1)

Common Stock
$.001 par value     2,000,000 shs.       $.20           $400,000    $ 36.80


(1)  Estimated solely for the purpose of calculating the registration
fee on the basis of the maximum number of securities issuable under
the plan that are covered by the registration statement as required
by Rule 457(h), computed upon the basis of the average of the bid and
asked price of the securities of the same class as of a recent date
pursuant to Rule 457(c).

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed in (i) and (ii) below are incorporated by
reference in the Registration Statement.  All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15d
of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement
and to be part thereof from the date of the filing of such documents.

     (i)  The Company's Annual Report filed on Form 10-KSB for the
year ended December 31, 2001, pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
which report contains audited financial statements for the Company's
latest fiscal year for which such statements have been filed.  The
description of the Company's Common Stock is contained in that annual
report is incorporated by reference herein.

     (ii)  All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the documents of the Company referred to in (i) above,
including the Company's recent quarterly reports, filed on Form 10-
QSB for the quarters ended March 31, 2002, June 30, 2002 and
September 30, 2002, respectively, and Forms 8-K filed June 4, 2002,
June 14, 2002 and July 29, 2002.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Nevada Corporation Law

Section 78.7502 of the Nevada General Corporation Law contains
provisions authorizing indemnification by the Company of directors,
officers, employees or agents against certain liabilities and
expenses that they may incur as directors, officers, employees or
agents of the Company or of certain other entities. Section
78.7502(3) provides for mandatory indemnification, including
attorney's fees, if the director, officer, employee or agent has been
successful on the merits or otherwise in defense of any action, suit
or proceeding or in defense of any claim, issue or matter therein.
Section 78.751 provides that such indemnification may include payment
by the Company of expenses incurred in defending a civil or criminal
action or proceeding in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by the person
indemnified to repay such payment if he shall be ultimately found not
to be entitled to indemnification under the Section. Indemnification
may be provided even though the person to be indemnified is no longer
a director, officer, employee or agent of the Company or such other
entities. Section 78.752 authorizes the Company to obtain insurance
on behalf of any such director, officer employee or agent against
liabilities, whether or not the Company would have the power to
indemnify such person against such liabilities under the provisions
of the Section 78.7502.

The indemnification and advancement of expenses provided pursuant to
Sections 78.7502 and 78.751 are not exclusive, and subject to certain
conditions, the Company may make other or further indemnification or
advancement of expenses of any of its directors, officers, employees
or agents. Because neither the Articles of Incorporation, as amended,
or By-laws of the Company otherwise provide, notwithstanding the
failure of the Company to provide indemnification and despite a
contrary determination by the Board of Directors or its shareholders
in a specific case, a director, officer, employee or agent of the
Company who is or was a party to a proceeding may apply to a court of
competent jurisdiction for indemnification or advancement of expenses
or both, and the court may order indemnification and advancement of
expenses, including expenses incurred in seeking court- ordered
indemnification or advancement of expenses if it determines that the
petitioner is entitled to mandatory indemnification pursuant to
Section 78.7502(3) because he has been successful on the merits, or
because the Company has the power to indemnify on a discretionary
basis pursuant to Section 78.7502 or because the court determines
that the petitioner is fairly and reasonably entitled indemnification
or advancement of expenses or both in view of all the relevant circumstances.

Articles of Incorporation and By-Laws

The Articles of Incorporation and By-laws of the Company, as amended,
of the Company empower the Company to indemnify current or former
directors, officers, employees or agents of the Company or persons
serving by request of the Company in such capacities in any other
enterprise or persons who have served by the request of the Company
is such capacities in any other enterprise to the full extent
permitted by the laws of the State of Nevada.

Pursuant to Nevada law and the Company's Articles of Incorporation
and By-laws, officers and directors of the Company (and former
officers and directors) are entitled to indemnification from the
Company to the full extent permitted by law. The Company's Articles
of Incorporation and By-laws generally provide for such
indemnification for claims arising out of the acts or omissions of
the Company's officers and directors in their capacity as such,
undertaken in good faith and in a manner reasonably believed to be
in, or not opposed to, the best interests of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was unlawful. The conditions and extent
of indemnification are set forth in the Articles of Incorporation and
By-laws of the Company and in the Indemnity Agreements between the
Company and each officer and director.

Limitation On Liability

As permitted by Nevada law, the Company's Articles of Incorporation
provide that a director of the Company shall not be personally liable
for monetary damages for a breach of fiduciary duty as such, except
for liability (i) for any breach of the director's duty of loyalty,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or (iii) for
any transaction from which the director derived an improper personal
benefit. This provision is intended to afford the Company's directors
additional protection from, and limit their potential liability from,
suits alleging a breach of their duty of care. The Company believes
this provision will assist it in the future in securing the services
of directors who are not employees of the Company. As a result of the
inclusion of such a provision, shareholders may be unable to recover
monetary damages against directors for actions taken by them which
constitute negligence or gross negligence or which are in violation
of their fiduciary duties although it may be possible to obtain
injunctive or other equitable relief with respect to such actions. If
equitable remedies are found not to be available to shareholders for
any particular case, shareholders may not have any effective remedy
against the challenged conduct.

Indemnity Agreement

In order to induce and encourage highly experienced and capable
persons to serve as directors and officers, we have entered into an
Indemnity Agreement with each director and officer presently serving
us and will provide the same agreement to future directors and
officers as well as certain agents and employees. The Agreement
provides that we shall indemnify the director and/or officer, or
other person, when he or she is a party to, or threatened to be made
a party to, a proceeding by, or in the name of, the Company. Expenses
incurred by the indemnified person in any proceeding is to be paid to
the fullest extent permitted by applicable law. The Agreement may at
some time require us to pay out funds which might otherwise be
utilized to further our business objectives, thereby reducing our
ability of to carry out its projected business plans.

Director's and Officer's Liability Insurance

At present, we do not have any liability insurance for the benefit of
our officers and directors. Because of the expected cost of such
insurance, we have no present plans to obtain such insurance.

SEC Position on Indemnification for Security Act Liability
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, we have been advised that is the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than our payment of expenses incurred or paid by a
director, officer or controlling person of the Company in the
successful defense of any action, suite or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, we 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 of whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.

ITEM 8. EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file during any period in which offers or sales are
being made, post-effective amendments(s) to this Registration
Statement:

     (i)  To include any prospectus required by Section
     10(a)(3) of the Securities Act;

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

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

     Provided, however, that paragraphs (1)(i) and (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 by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act and are incorporated by reference in
the Registration Statement.

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

(b)  That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
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 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.

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing 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
Del Mar, State of California, November 12, 2002.

                                       CAVALCADE OF SPORTS MEDIA, INC.

December 2, 2002                       /s/ Edward E. Litwak, Chmn., Pres.

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



December 2, 2002                       /s/ Edward E. Litwak
                                       Director


December 2, 2002                       /s/ Donald Parson
                                       Director


December 2, 2002                      /s/ Michael F. Carrol
                                      Director

                              EXHIBIT INDEX

5.1     Opinion of Richard C. Fox, Esq.

10.21   Professional Services Compensation Plan

23.1    Consent of Richard C. Fox, Esq. (contained in Exhibit 5.1)

23.4    Consent of Russell Bedford Stefanou Mirchandani, LLP Certified
        Public Accountants
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SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                        CAVALCADE OF SPORTS MEDIA, INC.
        (Exact name of registrant as specified in its charter)

          Nevada                                       33-0766069
(State of Incorporation)                   (I.R.S. Employer I.D. Number)

        12268 Via Latina, Del Mar, California              92914
       (Address of Principal Executive Offices)          (Zip Code)

                 LEGAL SERVICES CONTINGENT COMPENSATION PLAN
                            (Full title of the Plan)

                        Edward E. Litwak, Chmn. Of Board
                                 12268 Via Latina
                             Del Mar, California 92914
                                  (858) 481-2207
(Name, address and telephone number, including area code, of agent for service)

                             CALCULATION OF REGISTRATION FEE

Title of           Amount to be     Proposed          Proposed     Amount of
Securities          Registered      Maximum           Maximum     Registration
to be Registered                    Offering Price    Aggregate       Fee
                                    Per Unit           Offering
                                                      Price (1)

Common Stock
$.001 par value     2,000,000 shs.       $.20           $400,000    $ 36.80

(1)  Estimated solely for the purpose of calculating the registration
fee on the basis of the maximum number of securities issuable under
the plan that are covered by the registration statement as required
by Rule 457(h), computed upon the basis of the average of the bid and
asked price of the securities of the same class as of a recent date
pursuant to Rule 457(c).

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed in (i) and (ii) below are incorporated by
reference in the Registration Statement.  All documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15d
of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement
and to be part thereof from the date of the filing of such documents.

     (i)  The Company's Annual Report filed on Form 10-KSB for the
year ended December 31, 2001, pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
which report contains audited financial statements for the Company's
latest fiscal year for which such statements have been filed.  The
description of the Company's Common Stock is contained in that annual
report is incorporated by reference herein.

     (ii)  All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the documents of the Company referred to in (i) above,
including the Company's recent quarterly reports, filed on Form 10-
QSB for the quarters ended March 31, 2002, June 30, 2002 and
September 30, 2002, respectively, and Forms 8-K filed June 4, 2002,
June 14, 2002 and July 29, 2002.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Nevada Corporation Law

Section 78.7502 of the Nevada General Corporation Law contains
provisions authorizing indemnification by the Company of directors,
officers, employees or agents against certain liabilities and
expenses that they may incur as directors, officers, employees or
agents of the Company or of certain other entities. Section
78.7502(3) provides for mandatory indemnification, including
attorney's fees, if the director, officer, employee or agent has been
successful on the merits or otherwise in defense of any action, suit
or proceeding or in defense of any claim, issue or matter therein.
Section 78.751 provides that such indemnification may include payment
by the Company of expenses incurred in defending a civil or criminal
action or proceeding in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by the person
indemnified to repay such payment if he shall be ultimately found not
to be entitled to indemnification under the Section. Indemnification
may be provided even though the person to be indemnified is no longer
a director, officer, employee or agent of the Company or such other
entities. Section 78.752 authorizes the Company to obtain insurance
on behalf of any such director, officer employee or agent against
liabilities, whether or not the Company would have the power to
indemnify such person against such liabilities under the provisions
of the Section 78.7502.

The indemnification and advancement of expenses provided pursuant to
Sections 78.7502 and 78.751 are not exclusive, and subject to certain
conditions, the Company may make other or further indemnification or
advancement of expenses of any of its directors, officers, employees
or agents. Because neither the Articles of Incorporation, as amended,
or By-laws of the Company otherwise provide, notwithstanding the
failure of the Company to provide indemnification and despite a
contrary determination by the Board of Directors or its shareholders
in a specific case, a director, officer, employee or agent of the
Company who is or was a party to a proceeding may apply to a court of
competent jurisdiction for indemnification or advancement of expenses
or both, and the court may order indemnification and advancement of
expenses, including expenses incurred in seeking court- ordered
indemnification or advancement of expenses if it determines that the
petitioner is entitled to mandatory indemnification pursuant to
Section 78.7502(3) because he has been successful on the merits, or
because the Company has the power to indemnify on a discretionary
basis pursuant to Section 78.7502 or because the court determines
that the petitioner is fairly and reasonably entitled indemnification
or advancement of expenses or both in view of all the relevant circumstances.

Articles of Incorporation and By-Laws

The Articles of Incorporation and By-laws of the Company, as amended,
of the Company empower the Company to indemnify current or former
directors, officers, employees or agents of the Company or persons
serving by request of the Company in such capacities in any other
enterprise or persons who have served by the request of the Company
is such capacities in any other enterprise to the full extent
permitted by the laws of the State of Nevada.

Pursuant to Nevada law and the Company's Articles of Incorporation
and By-laws, officers and directors of the Company (and former
officers and directors) are entitled to indemnification from the
Company to the full extent permitted by law. The Company's Articles
of Incorporation and By-laws generally provide for such
indemnification for claims arising out of the acts or omissions of
the Company's officers and directors in their capacity as such,
undertaken in good faith and in a manner reasonably believed to be
in, or not opposed to, the best interests of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was unlawful. The conditions and extent
of indemnification are set forth in the Articles of Incorporation and
By-laws of the Company and in the Indemnity Agreements between the
Company and each officer and director.

Limitation On Liability

As permitted by Nevada law, the Company's Articles of Incorporation
provide that a director of the Company shall not be personally liable
for monetary damages for a breach of fiduciary duty as such, except
for liability (i) for any breach of the director's duty of loyalty,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or (iii) for
any transaction from which the director derived an improper personal
benefit. This provision is intended to afford the Company's directors
additional protection from, and limit their potential liability from,
suits alleging a breach of their duty of care. The Company believes
this provision will assist it in the future in securing the services
of directors who are not employees of the Company. As a result of the
inclusion of such a provision, shareholders may be unable to recover
monetary damages against directors for actions taken by them which
constitute negligence or gross negligence or which are in violation
of their fiduciary duties although it may be possible to obtain
injunctive or other equitable relief with respect to such actions. If
equitable remedies are found not to be available to shareholders for
any particular case, shareholders may not have any effective remedy
against the challenged conduct.

Indemnity Agreement

In order to induce and encourage highly experienced and capable
persons to serve as directors and officers, we have entered into an
Indemnity Agreement with each director and officer presently serving
us and will provide the same agreement to future directors and
officers as well as certain agents and employees. The Agreement
provides that we shall indemnify the director and/or officer, or
other person, when he or she is a party to, or threatened to be made
a party to, a proceeding by, or in the name of, the Company. Expenses
incurred by the indemnified person in any proceeding is to be paid to
the fullest extent permitted by applicable law. The Agreement may at
some time require us to pay out funds which might otherwise be
utilized to further our business objectives, thereby reducing our
ability of to carry out its projected business plans.

Director's and Officer's Liability Insurance

At present, we do not have any liability insurance for the benefit of
our officers and directors. Because of the expected cost of such
insurance, we have no present plans to obtain such insurance.

SEC Position on Indemnification for Security Act Liability
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, we have been advised that is the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than our payment of expenses incurred or paid by a
director, officer or controlling person of the Company in the
successful defense of any action, suite or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, we 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 of whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.

ITEM 8. EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file during any period in which offers or sales are
being made, post-effective amendments(s) to this Registration
Statement:

     (i)  To include any prospectus required by Section
     10(a)(3) of the Securities Act;

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

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

     Provided, however, that paragraphs (1)(i) and (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 by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act and are incorporated by reference in
the Registration Statement.

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

(b)  That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
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 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.

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing 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
Del Mar, State of California, November 12, 2002.

                                       CAVALCADE OF SPORTS MEDIA, INC.

December 2, 2002                       /s/ Edward E. Litwak, Chmn., Pres.

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

December 2, 2002                       /s/ Edward E. Litwak
                                       Director

December 2, 2002                       /s/ Donald Parson
                                       Director

December 2, 2002                      /s/ Michael F. Carrol
                                      Director

                              EXHIBIT INDEX

5.1     Opinion of Richard C. Fox, Esq.

10.21   Professional Services Compensation Plan

23.1    Consent of Richard C. Fox, Esq. (contained in Exhibit 5.1)

23.4    Consent of Russell Bedford Stefanou Mirchandani, LLP Certified
        Public Accountants