REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933



                                   SONUS CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


          Yukon Territory, Canada                       Not Applicable
(STATE OR OTHER JURISDICTION OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)

            111 S.W. Fifth Avenue, Suite 1620
            Portland, Oregon                                  97204
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)


            SONUS CORP. SECOND AMENDED AND RESTATED STOCK AWARD PLAN
                            (FULL TITLE OF THE PLAN)


                                Brian S. Thompson
                          General Counsel and Secretary
                                   Sonus Corp.
                        111 S.W. Fifth Avenue, Suite 1620
                             Portland, Oregon 97204
                            Telephone (503) 225-9152
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)


<TABLE>
                                  CALCULATION OF REGISTRATION FEE
===================================================================================================
<S>                          <C>           <C>               <C>                 <C>
  TITLE OF                   AMOUNT TO BE  PROPOSED MAXIMUM  PROPOSED MAXIMUM       AMOUNT OF
SECURITIES TO BE REGISTERED    REGISTERED    OFFERING PRICE      AGGREGATE       REGISTRATION FEE
                                                PER SHARE      OFFERING PRICE
---------------------------------------------------------------------------------------------------
       Common Shares,
   without nominal or par
value, and options and other  500,000 shares      (1)           $2,156,250(1)           $600
   rights related thereto
===================================================================================================
</TABLE>

 (1) Pursuant to Rule 457(h),  the proposed maximum aggregate offering price and
     the corresponding registration fee has been computed based upon the average
     of the high and low  sales  prices of the  Common  Shares  reported  by the
     American Stock Exchange on July 12, 1999, $4.31.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The following documents filed by the registrant with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

         (a) The  registrant's  Annual Report on Form 10-KSB for the fiscal year
ended July 31, 1998.

         (b) The registrant's  Quarterly Reports on Form 10-QSB for the quarters
ended October 31, 1998, January 31, 1999, and April 30, 1999.

         (c) The  description  of the  registrant's  Common  Shares  included as
Exhibit 99 to the  registrant's  Quarterly Report on Form 10-QSB for the quarter
ended January 31, 1998.

         All documents filed by the registrant  subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934,  as  amended,  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  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

         Any statement contained 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  in a  subsequently  filed  document
modifies or supersedes such statement.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         William  DeJong is a director of the registrant and is a partner in the
Calgary, Alberta law firm, Ballem MacInnes.  Ballem MacInnes is Canadian counsel
to the  registrant and has given an opinion as to the validity of the securities
being  registered.  Mr. DeJong owns 16,440 Common Shares of the  registrant  and
holds options to acquire an additional 15,000 Common Shares at an exercise price
of $3.41 per share and an additional 25,000 shares at $7.25 per share.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Part 8 of the registrant's bylaws requires the registrant to indemnify,
in all  circumstances  permitted by the Business  Corporations  Act (Yukon) (the
"Act"),  directors and officers,  former directors and officers,  and any person
who acts or acted at the registrant's request as a director or officer of a body
corporate of which the registrant is or was a shareholder or a creditor, and his
heirs and legal representatives, from and against:

         (a) all costs, charges, and expenses, including any amount to settle an
action or satisfy a judgment reasonably incurred by him in respect of any civil,
criminal,  or administrative action or proceeding to which he is made a party by
reason of being or having been a director or officer of the  registrant  or such
body corporate; and

                                      II-1
<PAGE>

         (b) all other  costs,  charges,  and  expenses  reasonably  incurred in
connection with the defense of any civil,  criminal, or administrative action or
proceeding  to which  he is made a party by  reason  of being or  having  been a
director or officer of the registrant or such body corporate.

         The  effect  of  this  provision  of  the  registrant's   bylaws,  when
considered  in light of Part 9,  Section  126 of the Act, is to grant a right of
indemnification  to  the  above  referenced  individuals  against  all  expenses
(including  attorney fees and settlement costs)  reasonably  incurred in each of
the following circumstances:

         (a) the  individual (i) acted honestly and in good faith with a view to
the best  interests  of the  registrant  and (ii) in the case of a  criminal  or
administrative  action or proceeding that is enforced by a monetary penalty, had
reasonable grounds to believe that his conduct was lawful;

         (b) the  individual was  substantially  successful on the merits on his
defense of the action or proceeding  and acted honestly and in good faith with a
view to the best interests of the  registrant  and, in the case of a criminal or
administrative  action,  had  reasonable  grounds for  believing his conduct was
lawful; and

         (c) in the case of an action on behalf of the  registrant  to procure a
judgment  in its  favor,  to which the  individual  is made a party by reason of
being or having been a director  or officer of the  registrant,  the  individual
acted  honestly  and in good  faith  with a view to the  best  interests  of the
registrant, and the court approves such indemnification.

         As permitted by the Act, the registrant  also  maintains  insurance for
the  protection of its directors and officers  against  liabilities  incurred in
such  person's  capacity as a director or officer of the  registrant  or of such
other body  corporate,  except  when such  liability  relates  to such  person's
failure to act honestly  and in good faith with a view to the best  interests of
the registrant or such other body corporate.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         The Index to  Exhibits  listing  the  exhibits  required by Item 601 of
Regulation S-K is located at page II-5.

         Item  9.  Undertakings.
                   ------------

         (a) The undersigned registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                   (i) To include any prospectus required by Section 10(a)(3) of
              the Securities Act of 1933 ("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;

                                      II-2
<PAGE>

                   (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 (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 by the registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") that
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 to
         be a new  registration  statement  relating to the  securities  offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

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

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

         (h)  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  provisions  described  in Item 6 above,  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 Securities 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
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.


                                      II-3
<PAGE>

                                   SIGNATURES

         In accordance with the  requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements 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 Portland,  state of Oregon, on the 13th day of July,
1999.

                                   SONUS CORP.



                            By  /s/ Edwin J. Kawasaki
                                Edwin J. Kawasaki
                                Vice President-Finance and Chief Financial
                                  Officer

         In accordance with the requirements of the Securities Act of 1933, this
registration  statement on Form S-8 has been signed by the following  persons in
the capacities indicated as of July 13, 1999.

Signature                                 Title
---------                                 -----

(1) PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:



Brandon M. Dawson*                        Chairman and Chief Executive Officer
                                          and Director


(2) PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:


/s/ Edwin J. Kawasaki                     Vice President, Finance and Chief
Edwin J. Kawasaki                         Financial Officer


(3) A MAJORITY OF THE BOARD OF DIRECTORS:

WILLIAM DeJONG*                           Director
HAYWOOD D.COCHRANE, JR*                   Director
GREGORY FRAZER, Ph.D.*                    Director

*By /s/ Edwin J. Kawasaki
    Edwin J. Kawasaki
    Attorney-in-fact

                                      II-4
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT                       DESCRIPTION OF EXHIBIT

  4.1    Articles of Incorporation of the Registrant.  Incorporated by reference
         to Exhibit 3.1 to the Registrant's  Quarterly Report on Form 10-QSB for
         the quarter ended January 31, 1999.

  4.2    Bylaws of the  Registrant.  Incorporated by reference to Exhibit 3.2 to
         the Registrant's  Quarterly Report on Form 10-QSB for the quarter ended
         January 31, 1999.

  5      Opinion  of  Ballem  MacInnes  as  to  legality  of  securities   being
         registered.

23.1     Consent of KPMG Peat Marwick LLP.

23.2     Consent of Ballem MacInnes (included in Exhibit 5).

24       Power of Attorney of certain officers and directors.

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

Other exhibits listed in Item 601 to Regulation S-K are not applicable.

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15040}]
{"company-data": {"conformed-name": "SONUS CORP", "cik": "0001029260", "assigned-sic": "8090", "irs-number": "000000000", "state-of-incorporation": "A1", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83151", "film-number": "99666451"}, "business-address": {"street1": "111 S W FIFTH AVE STE 2390", "street2": "604-685-4854", "city": "PORTLAND", "state": "OR", "zip": "97204", "phone": "5032259152"}, "mail-address": {"street1": "111 S W FIFTH AVENUE SUITE 2390", "city": "PORTLAND", "state": "OR", "zip": "97204"}, "former-company": {"former-conformed-name": "HEALTHCARE CAPITAL CORP", "date-changed": "19970220"}}
REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   SONUS CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          Yukon Territory, Canada                       Not Applicable
(STATE OR OTHER JURISDICTION OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)

            111 S.W. Fifth Avenue, Suite 1620
            Portland, Oregon                                  97204
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)

            SONUS CORP. SECOND AMENDED AND RESTATED STOCK AWARD PLAN
                            (FULL TITLE OF THE PLAN)

                                Brian S. Thompson
                          General Counsel and Secretary
                                   Sonus Corp.
                        111 S.W. Fifth Avenue, Suite 1620
                             Portland, Oregon 97204
                            Telephone (503) 225-9152
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                  CALCULATION OF REGISTRATION FEE
===================================================================================================
TITLE OF                   AMOUNT TO BE  PROPOSED MAXIMUM  PROPOSED MAXIMUM       AMOUNT OF
SECURITIES TO BE REGISTERED    REGISTERED    OFFERING PRICE      AGGREGATE       REGISTRATION FEE
                                                PER SHARE      OFFERING PRICE
---------------------------------------------------------------------------------------------------
       Common Shares,
   without nominal or par
value, and options and other  500,000 shares      (1)           $2,156,250(1)           $600
   rights related thereto
===================================================================================================
(1) Pursuant to Rule 457(h),  the proposed maximum aggregate offering price and
     the corresponding registration fee has been computed based upon the average
     of the high and low  sales  prices of the  Common  Shares  reported  by the
     American Stock Exchange on July 12, 1999, $4.31.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The following documents filed by the registrant with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

         (a) The  registrant's  Annual Report on Form 10-KSB for the fiscal year
ended July 31, 1998.

         (b) The registrant's  Quarterly Reports on Form 10-QSB for the quarters
ended October 31, 1998, January 31, 1999, and April 30, 1999.

         (c) The  description  of the  registrant's  Common  Shares  included as
Exhibit 99 to the  registrant's  Quarterly Report on Form 10-QSB for the quarter
ended January 31, 1998.

         All documents filed by the registrant  subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934,  as  amended,  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  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

         Any statement contained 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  in a  subsequently  filed  document
modifies or supersedes such statement.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         William  DeJong is a director of the registrant and is a partner in the
Calgary, Alberta law firm, Ballem MacInnes.  Ballem MacInnes is Canadian counsel
to the  registrant and has given an opinion as to the validity of the securities
being  registered.  Mr. DeJong owns 16,440 Common Shares of the  registrant  and
holds options to acquire an additional 15,000 Common Shares at an exercise price
of $3.41 per share and an additional 25,000 shares at $7.25 per share.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Part 8 of the registrant's bylaws requires the registrant to indemnify,
in all  circumstances  permitted by the Business  Corporations  Act (Yukon) (the
"Act"),  directors and officers,  former directors and officers,  and any person
who acts or acted at the registrant's request as a director or officer of a body
corporate of which the registrant is or was a shareholder or a creditor, and his
heirs and legal representatives, from and against:

         (a) all costs, charges, and expenses, including any amount to settle an
action or satisfy a judgment reasonably incurred by him in respect of any civil,
criminal,  or administrative action or proceeding to which he is made a party by
reason of being or having been a director or officer of the  registrant  or such
body corporate; and

                                      II-1
(b) all other  costs,  charges,  and  expenses  reasonably  incurred in
connection with the defense of any civil,  criminal, or administrative action or
proceeding  to which  he is made a party by  reason  of being or  having  been a
director or officer of the registrant or such body corporate.

         The  effect  of  this  provision  of  the  registrant's   bylaws,  when
considered  in light of Part 9,  Section  126 of the Act, is to grant a right of
indemnification  to  the  above  referenced  individuals  against  all  expenses
(including  attorney fees and settlement costs)  reasonably  incurred in each of
the following circumstances:

         (a) the  individual (i) acted honestly and in good faith with a view to
the best  interests  of the  registrant  and (ii) in the case of a  criminal  or
administrative  action or proceeding that is enforced by a monetary penalty, had
reasonable grounds to believe that his conduct was lawful;

         (b) the  individual was  substantially  successful on the merits on his
defense of the action or proceeding  and acted honestly and in good faith with a
view to the best interests of the  registrant  and, in the case of a criminal or
administrative  action,  had  reasonable  grounds for  believing his conduct was
lawful; and

         (c) in the case of an action on behalf of the  registrant  to procure a
judgment  in its  favor,  to which the  individual  is made a party by reason of
being or having been a director  or officer of the  registrant,  the  individual
acted  honestly  and in good  faith  with a view to the  best  interests  of the
registrant, and the court approves such indemnification.

         As permitted by the Act, the registrant  also  maintains  insurance for
the  protection of its directors and officers  against  liabilities  incurred in
such  person's  capacity as a director or officer of the  registrant  or of such
other body  corporate,  except  when such  liability  relates  to such  person's
failure to act honestly  and in good faith with a view to the best  interests of
the registrant or such other body corporate.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         The Index to  Exhibits  listing  the  exhibits  required by Item 601 of
Regulation S-K is located at page II-5.

         Item  9.  Undertakings.
                   ------------

         (a) The undersigned registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                   (i) To include any prospectus required by Section 10(a)(3) of
              the Securities Act of 1933 ("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;

                                      II-2
(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 (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 by the registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") that
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 to
         be a new  registration  statement  relating to the  securities  offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

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

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

         (h)  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  provisions  described  in Item 6 above,  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 Securities 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
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                      II-3
SIGNATURES

         In accordance with the  requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements 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 Portland,  state of Oregon, on the 13th day of July,
1999.

                                   SONUS CORP.

                            By  /s/ Edwin J. Kawasaki
                                Edwin J. Kawasaki
                                Vice President-Finance and Chief Financial
                                  Officer

         In accordance with the requirements of the Securities Act of 1933, this
registration  statement on Form S-8 has been signed by the following  persons in
the capacities indicated as of July 13, 1999.

Signature                                 Title
---------                                 -----

(1) PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:

Brandon M. Dawson*                        Chairman and Chief Executive Officer
                                          and Director

(2) PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:

/s/ Edwin J. Kawasaki                     Vice President, Finance and Chief
Edwin J. Kawasaki                         Financial Officer

(3) A MAJORITY OF THE BOARD OF DIRECTORS:

WILLIAM DeJONG*                           Director
HAYWOOD D.COCHRANE, JR*                   Director
GREGORY FRAZER, Ph.D.*                    Director

*By /s/ Edwin J. Kawasaki
    Edwin J. Kawasaki
    Attorney-in-fact

                                      II-4
EXHIBIT INDEX

EXHIBIT                       DESCRIPTION OF EXHIBIT

  4.1    Articles of Incorporation of the Registrant.  Incorporated by reference
         to Exhibit 3.1 to the Registrant's  Quarterly Report on Form 10-QSB for
         the quarter ended January 31, 1999.

  4.2    Bylaws of the  Registrant.  Incorporated by reference to Exhibit 3.2 to
         the Registrant's  Quarterly Report on Form 10-QSB for the quarter ended
         January 31, 1999.

  5      Opinion  of  Ballem  MacInnes  as  to  legality  of  securities   being
         registered.

23.1     Consent of KPMG Peat Marwick LLP.

23.2     Consent of Ballem MacInnes (included in Exhibit 5).

24       Power of Attorney of certain officers and directors.

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

Other exhibits listed in Item 601 to Regulation S-K are not applicable.

                                      II-5