As filed with the Securities and Exchange
                         Commission on August 14, 2000.
                                                    Registration No. 333-_______
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------

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

                                  CARDIA, INC.
             (Exact name of registrant as specified in its charter)
             MINNESOTA                                  41-1923885
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                   Identification No.)
                              13770 FRONTIER COURT
                         BURNSVILLE, MINNESOTA 5533-4720
              (Address of Principal Executive Offices and Zip Code)
                          ----------------------------

                                  CARDIA, INC.
                        1999 OMNIBUS STOCK INCENTIVE PLAN
                            (Full title of the Plan)
                          ----------------------------

                                JOSEPH A. MARINO
                             CHIEF EXECUTIVE OFFICER
                                  CARDIA, INC.
                              13770 FRONTIER COURT
                        BURNSVILLE, MINNESOTA 55337-4720
                            TELEPHONE: (612) 997-2100
 (Name, address and telephone number, including area code, of agent for service)

                                    COPY TO:
                              Patrick Delaney, Esq.
                           Lindquist & Vennum P.L.L.P.
                                 4200 IDS Center
                             80 South Eighth Street
                          Minneapolis, Minnesota 55402
                                 (612) 371-3211
                          ----------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
               TITLE OF                      Amount          Proposed Maximum        Proposed Maximum             Amount
            EACH CLASS OF                    to be            Offering Price        Aggregate Offering        of Registration
     SECURITIES TO BE REGISTERED           Registered          Per Share(1)              Price(1)                 Fee(1)
---------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                  <C>                   <C>                   <C>                      <C>
Common Stock, Par Value $0.01 per share      200,000               $1.10                 $220,000                 $58.08
=================================================================================================================================
</TABLE>
(1)      Estimated for purposes of determining the registration fee pursuant to
         Rule 457(h). Pursuant to Rule 457(h)(1) under the Securities Act of
         1933, as amended, the registration fee has been calculated based upon
         the highest price at which outstanding options granted under the
         Cardia, Inc. 1999 Omnibus Stock Incentive Plan may be exercised, which
         exceeds the book value of the Company's Common Stock on June 30, 2000.


<PAGE>

                                     PART I

          Pursuant to Part I of Form S-8, the information required by Items 1
     and 2 of Form S-8 is not filed as a part of this Registration Statement.

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

          The following documents filed with the Securities and Exchange
     Commission are hereby incorporated by reference:

          (a) The Annual Report of the Company on Form 10-KSB for the fiscal
              year ended December 31, 1999, as amended by Form 10-KSB/A.

          (b) The Quarterly Report of the Company on Form 10-QSB for the
              quarters ended March 31, 2000 and June 30, 2000.

          (c) The description of the Company's Common Stock a set forth in the
              Company's Form SB-2/A Registration Statement (Registration No.
              333-68167), filed with the Commission on February 10, 1999 and as
              set forth in the Company's Form S-4 Registration Statement
              (Registration No. 333-84875), filed with the Commission on August
              10, 1999, including any amendments or reports filed for the
              purpose of updating such description.

          All documents subsequently filed by the Company 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 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 this
     Registration Statement and to be a part hereof from the date of filing such
     documents.

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

          Not applicable.

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

          Lindquist & Vennum P.L.L.P. is rendering its opinion as to the
     validity of shares being registered hereby. Patrick Delaney, a partner at
     Lindquist & Vennum, P.L.L.P., is the Secretary and a holder of Common Stock
     and options to acquire Common Stock of the Company.

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

          Section 302A.521 of the Minnesota Business Corporation Act provides
     that a corporation shall indemnify any person made or threatened to be made
     a party to a proceeding by reason of acts or omissions performed in their
     official capacity as an officer, director, employee or agent of the
     corporation against judgments, penalties, fines, including without
     limitation, excise taxes assessed against such person with respect to an
     employee benefit plan, settlements, and reasonable expenses, including
     attorneys' fees and disbursements, incurred by such person in connection
     with the proceeding if, with respect to the acts or omissions of such
     person complained of in the proceeding, such person (i) has not been
     indemnified by another organization or employee benefit plan for the same
     expenses



                                        2



<PAGE>


     with respect to the same acts or omissions; (ii) acted in good faith; (iii)
     received no improper personal benefit and Minnesota Statutes, Section
     302A.255 (regarding conflicts of interest), if applicable, has been
     satisfied; (iv) in the case of a criminal proceeding, has no reasonable
     cause to believe the conduct was unlawful; and (v) in the case of acts or
     omissions by persons in their official capacity for the corporation,
     reasonably believed that the conduct was in the best interests of the
     corporation, or in the case of acts or omissions by persons in their
     capacity for other organizations, reasonably believed that the conduct was
     not opposed to the best interests of the corporation. In addition, Section
     302A.521, subd. 3, of the Minnesota Statutes requires payment or
     reimbursement by the corporation, upon written request, of reasonable
     expenses (including attorneys' fees) incurred by a person in advance of the
     final disposition of a proceeding in certain instances if a decision as to
     required indemnification is made by a disinterested majority of the Board
     of Directors present at a meeting at which a disinterested quorum is
     present, or by a designated committee of the Board, by special legal
     counsel, by the shareholders or by a court. The Registrant's Bylaws provide
     for indemnification of officers, directors and employees to the fullest
     extent provided by the Minnesota Business Corporation Act, as it may be
     amended from time to time.

          As permitted by Section 302A.251 of the Minnesota Business Corporation
     Act, the Articles of Incorporation of the Registrant eliminate the
     liability of the directors of the Registrant for monetary damages arising
     from any breach of fiduciary duties as a member of the Registrant's Board
     of Directors, except for liability (i) for any breach of the director's
     duty of loyalty to the Registrant or its shareholders; (ii) for acts or
     omissions not in good faith or which involve intentional misconduct or a
     knowing violation of law; (iii) under Sections 302A.559 or 80A.23 of the
     Minnesota Statutes; (iv) for any transaction from which a director derived
     an improper personal benefit; or (v) for any act or omission that occurred
     prior to the adoption of these provisions in the Registrant's Articles of
     Incorporation.

          Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to our directors, officers and controlling
     persons pursuant to the foregoing provisions, or otherwise, we have been
     advised that, in the opinion of the SEC, such indemnification is against
     public policy as expressed in the Securities Act and is, therefore,
     unenforceable.

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

          Not applicable.

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

          Exhibit
          -------

          4.1 Cardia, Inc. 1999 Omnibus Stock Incentive Plan

          5.1 Opinion of Lindquist & Vennum P.L.L.P.

          23.1 Consent of Lindquist & Vennum P.L.L.P. (include in Exhibit 5.1)

          23.2 Consent of Grant Thornton LLP

          23.3 Consent of PricewaterhouseCoopers LLP

          24.1 Power of Attorney (included on signature page)



                                        3


<PAGE>


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

(a)  The undersigned registrant hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effectiv amendment thereof) which, individually or in the
          aggregate, represents 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 an 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 registration statement is on Form S-3, Form S-8 or Form F-3,
     and 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 section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the registration
     statement.

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

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

(b)       The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers, and
     controlling persons of the registrant pursuant to the foregoing provisions,
     or otherwise, the registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred or paid by a director,
     officer, or controlling person of the registrant in the successful defense
     of any action, suit, or proceeding) is asserted by such director, officer,
     or controlling person connected 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.


                                        4



<PAGE>


                                   SIGNATURES

         The Registrant. 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 Burnsville, State of Minnesota, on August 11,
2000.

                     CARDIA, INC.


                     By: /s/ Joseph A. Marino
                     -----------------------------------------------------------
                     Joseph A. Marino, Chief Executive Officer,
                     President, Treasurer and Chairman of the Board of Directors

                                POWER OF ATTORNEY

         The undersigned officers and directors of Cardia, Inc. hereby
constitute and appoint Joseph A. Marino with power to act, our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
August 11, 2000 in the capacities indicated.

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


/s/ Joseph A. Marino           Chief Executive Officer, President, Treasurer and
--------------------           Chairman of the Board of Directors and Director
Joseph A. Marino               (principal executive and principal financial
                               and accounting officer)

/s/ Thomas E. Brust            Director
-------------------
Thomas E. Brust

/s/ Christopher J. Turnbull    Director
---------------------------
Christopher J. Turnbull
                                       5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 16934}]
{"company-data": {"conformed-name": "CARDIA INC", "cik": "0001074459", "assigned-sic": "3842", "irs-number": "411923885", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43758", "film-number": "701320"}, "business-address": {"street1": "13770 FRONTIER COURT", "city": "BURNSVILLE", "state": "MN", "zip": "55337", "phone": "9529972100"}, "mail-address": {"street1": "13770 FRONTIER COURT", "city": "BURNSVILLE", "state": "MN", "zip": "55337"}}
As filed with the Securities and Exchange
                         Commission on August 14, 2000.
                                                    Registration No. 333-_______
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------

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

                                  CARDIA, INC.
             (Exact name of registrant as specified in its charter)
             MINNESOTA                                  41-1923885
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                   Identification No.)
                              13770 FRONTIER COURT
                         BURNSVILLE, MINNESOTA 5533-4720
              (Address of Principal Executive Offices and Zip Code)
                          ----------------------------

                                  CARDIA, INC.
                        1999 OMNIBUS STOCK INCENTIVE PLAN
                            (Full title of the Plan)
                          ----------------------------

                                JOSEPH A. MARINO
                             CHIEF EXECUTIVE OFFICER
                                  CARDIA, INC.
                              13770 FRONTIER COURT
                        BURNSVILLE, MINNESOTA 55337-4720
                            TELEPHONE: (612) 997-2100
 (Name, address and telephone number, including area code, of agent for service)

                                    COPY TO:
                              Patrick Delaney, Esq.
                           Lindquist & Vennum P.L.L.P.
                                 4200 IDS Center
                             80 South Eighth Street
                          Minneapolis, Minnesota 55402
                                 (612) 371-3211
                          ----------------------------

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================
               TITLE OF                      Amount          Proposed Maximum        Proposed Maximum             Amount
            EACH CLASS OF                    to be            Offering Price        Aggregate Offering        of Registration
     SECURITIES TO BE REGISTERED           Registered          Per Share(1)              Price(1)                 Fee(1)
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, Par Value $0.01 per share      200,000               $1.10                 $220,000                 $58.08
=================================================================================================================================
(1)      Estimated for purposes of determining the registration fee pursuant to
         Rule 457(h). Pursuant to Rule 457(h)(1) under the Securities Act of
         1933, as amended, the registration fee has been calculated based upon
         the highest price at which outstanding options granted under the
         Cardia, Inc. 1999 Omnibus Stock Incentive Plan may be exercised, which
         exceeds the book value of the Company's Common Stock on June 30, 2000.
PART I

          Pursuant to Part I of Form S-8, the information required by Items 1
     and 2 of Form S-8 is not filed as a part of this Registration Statement.

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

          The following documents filed with the Securities and Exchange
     Commission are hereby incorporated by reference:

          (a) The Annual Report of the Company on Form 10-KSB for the fiscal
              year ended December 31, 1999, as amended by Form 10-KSB/A.

          (b) The Quarterly Report of the Company on Form 10-QSB for the
              quarters ended March 31, 2000 and June 30, 2000.

          (c) The description of the Company's Common Stock a set forth in the
              Company's Form SB-2/A Registration Statement (Registration No.
              333-68167), filed with the Commission on February 10, 1999 and as
              set forth in the Company's Form S-4 Registration Statement
              (Registration No. 333-84875), filed with the Commission on August
              10, 1999, including any amendments or reports filed for the
              purpose of updating such description.

          All documents subsequently filed by the Company 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 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 this
     Registration Statement and to be a part hereof from the date of filing such
     documents.

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

          Not applicable.

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

          Lindquist & Vennum P.L.L.P. is rendering its opinion as to the
     validity of shares being registered hereby. Patrick Delaney, a partner at
     Lindquist & Vennum, P.L.L.P., is the Secretary and a holder of Common Stock
     and options to acquire Common Stock of the Company.

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

          Section 302A.521 of the Minnesota Business Corporation Act provides
     that a corporation shall indemnify any person made or threatened to be made
     a party to a proceeding by reason of acts or omissions performed in their
     official capacity as an officer, director, employee or agent of the
     corporation against judgments, penalties, fines, including without
     limitation, excise taxes assessed against such person with respect to an
     employee benefit plan, settlements, and reasonable expenses, including
     attorneys' fees and disbursements, incurred by such person in connection
     with the proceeding if, with respect to the acts or omissions of such
     person complained of in the proceeding, such person (i) has not been
     indemnified by another organization or employee benefit plan for the same
     expenses

                                        2
with respect to the same acts or omissions; (ii) acted in good faith; (iii)
     received no improper personal benefit and Minnesota Statutes, Section
     302A.255 (regarding conflicts of interest), if applicable, has been
     satisfied; (iv) in the case of a criminal proceeding, has no reasonable
     cause to believe the conduct was unlawful; and (v) in the case of acts or
     omissions by persons in their official capacity for the corporation,
     reasonably believed that the conduct was in the best interests of the
     corporation, or in the case of acts or omissions by persons in their
     capacity for other organizations, reasonably believed that the conduct was
     not opposed to the best interests of the corporation. In addition, Section
     302A.521, subd. 3, of the Minnesota Statutes requires payment or
     reimbursement by the corporation, upon written request, of reasonable
     expenses (including attorneys' fees) incurred by a person in advance of the
     final disposition of a proceeding in certain instances if a decision as to
     required indemnification is made by a disinterested majority of the Board
     of Directors present at a meeting at which a disinterested quorum is
     present, or by a designated committee of the Board, by special legal
     counsel, by the shareholders or by a court. The Registrant's Bylaws provide
     for indemnification of officers, directors and employees to the fullest
     extent provided by the Minnesota Business Corporation Act, as it may be
     amended from time to time.

          As permitted by Section 302A.251 of the Minnesota Business Corporation
     Act, the Articles of Incorporation of the Registrant eliminate the
     liability of the directors of the Registrant for monetary damages arising
     from any breach of fiduciary duties as a member of the Registrant's Board
     of Directors, except for liability (i) for any breach of the director's
     duty of loyalty to the Registrant or its shareholders; (ii) for acts or
     omissions not in good faith or which involve intentional misconduct or a
     knowing violation of law; (iii) under Sections 302A.559 or 80A.23 of the
     Minnesota Statutes; (iv) for any transaction from which a director derived
     an improper personal benefit; or (v) for any act or omission that occurred
     prior to the adoption of these provisions in the Registrant's Articles of
     Incorporation.

          Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to our directors, officers and controlling
     persons pursuant to the foregoing provisions, or otherwise, we have been
     advised that, in the opinion of the SEC, such indemnification is against
     public policy as expressed in the Securities Act and is, therefore,
     unenforceable.

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

          Not applicable.

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

          Exhibit
          -------

          4.1 Cardia, Inc. 1999 Omnibus Stock Incentive Plan

          5.1 Opinion of Lindquist & Vennum P.L.L.P.

          23.1 Consent of Lindquist & Vennum P.L.L.P. (include in Exhibit 5.1)

          23.2 Consent of Grant Thornton LLP

          23.3 Consent of PricewaterhouseCoopers LLP

          24.1 Power of Attorney (included on signature page)

                                        3
Item 9.   Undertakings.
----------------------

(a)  The undersigned registrant hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effectiv amendment thereof) which, individually or in the
          aggregate, represents 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 an 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 registration statement is on Form S-3, Form S-8 or Form F-3,
     and 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 section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the registration
     statement.

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

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

(b)       The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers, and
     controlling persons of the registrant pursuant to the foregoing provisions,
     or otherwise, the registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred or paid by a director,
     officer, or controlling person of the registrant in the successful defense
     of any action, suit, or proceeding) is asserted by such director, officer,
     or controlling person connected 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.

                                        4
SIGNATURES

         The Registrant. 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 Burnsville, State of Minnesota, on August 11,
2000.

                     CARDIA, INC.

                     By: /s/ Joseph A. Marino
                     -----------------------------------------------------------
                     Joseph A. Marino, Chief Executive Officer,
                     President, Treasurer and Chairman of the Board of Directors

                                POWER OF ATTORNEY

         The undersigned officers and directors of Cardia, Inc. hereby
constitute and appoint Joseph A. Marino with power to act, our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
August 11, 2000 in the capacities indicated.

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

/s/ Joseph A. Marino           Chief Executive Officer, President, Treasurer and
--------------------           Chairman of the Board of Directors and Director
Joseph A. Marino               (principal executive and principal financial
                               and accounting officer)

/s/ Thomas E. Brust            Director
-------------------
Thomas E. Brust

/s/ Christopher J. Turnbull    Director
---------------------------
Christopher J. Turnbull
                                       5