<PAGE>   1

     As filed with the Securities and Exchange Commission on July 17, 2001
                                                           Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

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

                          AMERIQUEST TECHNOLOGIES, INC.
               (Exact name of issuer as specified in its charter)

              Delaware
  (State or other jurisdiction of                       33-0244136
    incorporation organization)             (I.R.S. Employer Identification No.)

                               2465 Maryland Road
                        Willow Grove, Pennsylvania 19090
                    (Address of principal executive offices)

                           1996 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                  Jon D. Jensen
         Chief Executive Officer, President and Chief Financial Officer
                          AmeriQuest Technologies, Inc.
                               2465 Maryland Road
                        Willow Grove, Pennsylvania 19090
                     (Name and address of agent for service)

                                 (215) 658-8900
          (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                              Steven M. Cohen, Esq.
                           Morgan, Lewis & Bockius LLP
                               1701 Market Street
                             Philadelphia, PA 19103
                                 (215) 963-5000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================================
                                                      Proposed maximum       Proposed maximum
    Title of securities          Amount to be          offering price       aggregate offering          Amount of
     to be registered             registered            per share(2)               price             registration fee
------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                  <C>                    <C>                      <C>
       Common Stock,
  par value $.01 per share       2,000,000(1)             $.11047                $220,943                 $55.21
========================================================================================================================
</TABLE>


<PAGE>   2


(1)     This registration statement covers shares of common stock of AmeriQuest
        Technologies, Inc. which may be offered or sold pursuant to the 1996
        Equity Incentive Plan. In addition, pursuant to Rule 416(a) under the
        Securities Act of 1933, this registration statement covers an
        indeterminate number of shares of common stock that may be issued upon
        stock splits, stock dividends or similar transactions in accordance with
        Rule 416.
(2)     1,736,000 shares underlying options under the 1996 Equity Incentive Plan
        are calculated pursuant to Rule 457(h) of the Securities Act of 1933
        solely for the purpose of calculating the registration fee, based upon
        the price at which such outstanding options may be exercised (1,116,000
        shares at $.0780 per share; 50,000 shares at $.0625 per share; and
        570,000 shares at $.1090 per share). The remaining 264,000 unissued
        shares authorized under the 1996 Equity Incentive Plan are calculated
        pursuant to paragraphs (c) and (h) of Rule 457 solely for the purpose of
        calculating the registration fee based on the average of the high and
        low prices for AmeriQuest Common Stock as reported on the OTC Bulletin
        Board on July 13, 2001.



<PAGE>   3


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            The documents containing the information specified in this Part I of
Form S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this registration statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this registration
statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents, as filed by AmeriQuest Technologies, Inc.
(the "Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement and made a part hereof:

                (a)     Annual Report on Form 10-K for the fiscal year ended
        September 30, 2000, filed on January 16, 2001;

                (b)     Quarterly Report on Form 10-Q for the quarter ended
        March 31, 2001, filed on May 21, 2000; and

                (c)     Current Report on Form 8-K filed on April 5, 2001.

                All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained in any document, all
or a portion of which is incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained or incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

                Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                Section 145 of the Delaware General Corporation Law ("Section
145") permits indemnification of directors, officers, agents and controlling
persons of a corporation under certain conditions and subject to certain
limitations. Section 145 empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer or agent of the corporation or another enterprise if serving at the
request of the corporation. Depending on the character of the


                                      II-1
<PAGE>   4


proceeding, a corporation may indemnify against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner the person reasonably believed
to be in or not opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. In the case of an action by or in the right
of the corporation, no indemnification may be made with respect to any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the court of chancery or the
court in which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145
further provides that to the extent a director or officer of a corporation has
been successful in the defense of any action, suit or proceeding referred to
above or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually or reasonably
incurred by such person in connection therewith.

                As permitted by the Delaware General Corporation Law, the
Company has included a provision in its Restated Certificate of Incorporation
that, subject to certain limitations, eliminates the ability of the Company and
its stockholders to recover monetary damages from a director of the Company for
breach of fiduciary duty as a director.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                Not applicable.

ITEM 8. EXHIBITS.

                The following is a list of exhibits filed as part of this
Registration Statement.

<TABLE>
<CAPTION>
Exhibit
Number                               Exhibit
------                               -------
<S>             <C>
  4.1           -  Registrant's Restated Certificate of Incorporation and Bylaws (incorporated by reference)

  4.2           -  1996 Equity Incentive Plan

  5.1           -  Opinion of Morgan, Lewis & Bockius LLP

 23.1           -  Consent of Arthur Andersen LLP

 23.2           -  Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5.1)
</TABLE>

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 which, individually or together, represent a
                fundamental change in the information set forth in the
                Registration Statement; and

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


                                      II-2
<PAGE>   5


                Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section 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
that are incorporated by reference in this registration statement.

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

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

        (b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, 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 this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

        (c) 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 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.


                                      II-3
<PAGE>   6


                        SIGNATURES AND POWER OF ATTORNEY

        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 Willow Grove, Pennsylvania, on the 17th day of July, 2001.

                                          AMERIQUEST TECHNOLOGIES, INC.


                                          By: /s/ Jon D. Jensen
                                              ----------------------------------
                                              JON D. JENSEN
                                              Chief Executive Officer, President
                                                and Chief Financial Officer


        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jon D. Jensen, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, 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
requisite and necessary 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 substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
              Signatures                                          Title                                          Date
              ----------                                          -----                                          ----
<S>                                             <C>                                                          <C>
/s/ Jon D. Jensen                               Chief Executive Officer, President, Chief                    July 17, 2001
------------------------------------            Financial Office and a Director (principal
Jon D. Jensen                                   executive officer; principal financial
                                                officer and principal accounting officer)

/s/ Edward B. Cloues, II                        Director                                                     July 17, 2001
------------------------------------
Edward B. Cloues, II

/s/ Alexander C. Kramer                         Director                                                     July 17, 2001
------------------------------------
Alexander C. Kramer

/s/ Walter A. Reimann                           Director                                                     July 17, 2001
------------------------------------
Walter A. Reimann

/s/ Charles W. Soltis                           Director                                                     July 17, 2001
------------------------------------
Charles W. Soltis
</TABLE>



                                      II-4
<PAGE>   7


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number                               Exhibit
------                               -------
<S>             <C>

  4.1           -  Registrant's Restated Certificate of Incorporation and Bylaws (incorporated by reference)

  4.2           -  1996 Equity Incentive Plan

  5.1           -  Opinion of Morgan, Lewis & Bockius LLP

 23.1           -  Consent of Arthur Andersen LLP

 23.2           -  Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5.1)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "w50937as-8.txt", "description": "FORM S-8 FOR AMERIQUEST TECHNOLOGIES,INC.", "secsgml_size_bytes": 17895}]
{"company-data": {"conformed-name": "AMERIQUEST TECHNOLOGIES INC", "cik": "0000764864", "assigned-sic": "5045", "irs-number": "330244136", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65270", "film-number": "1683359"}, "business-address": {"street1": "425 PRIVET RD", "city": "HORSHAM", "state": "PA", "zip": "19044", "phone": "2156759300"}, "mail-address": {"street1": "3 IMPERIAL PROMENADE", "city": "SANTA ANA", "state": "CA", "zip": "92707"}, "former-company": [{"former-conformed-name": "CMS ENHANCEMENTS INC", "date-changed": "19920703"}, {"former-conformed-name": "ELECTRO FUNDS CORP", "date-changed": "19870210"}]}
1

     As filed with the Securities and Exchange Commission on July 17, 2001
                                                           Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

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

                          AMERIQUEST TECHNOLOGIES, INC.
               (Exact name of issuer as specified in its charter)

              Delaware
  (State or other jurisdiction of                       33-0244136
    incorporation organization)             (I.R.S. Employer Identification No.)

                               2465 Maryland Road
                        Willow Grove, Pennsylvania 19090
                    (Address of principal executive offices)

                           1996 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                  Jon D. Jensen
         Chief Executive Officer, President and Chief Financial Officer
                          AmeriQuest Technologies, Inc.
                               2465 Maryland Road
                        Willow Grove, Pennsylvania 19090
                     (Name and address of agent for service)

                                 (215) 658-8900
          (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                              Steven M. Cohen, Esq.
                           Morgan, Lewis & Bockius LLP
                               1701 Market Street
                             Philadelphia, PA 19103
                                 (215) 963-5000

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                      Proposed maximum       Proposed maximum
    Title of securities          Amount to be          offering price       aggregate offering          Amount of
     to be registered             registered            per share(2)               price             registration fee
------------------------------------------------------------------------------------------------------------------------
Common Stock,
  par value $.01 per share       2,000,000(1)             $.11047                $220,943                 $55.21
========================================================================================================================
2

(1)     This registration statement covers shares of common stock of AmeriQuest
        Technologies, Inc. which may be offered or sold pursuant to the 1996
        Equity Incentive Plan. In addition, pursuant to Rule 416(a) under the
        Securities Act of 1933, this registration statement covers an
        indeterminate number of shares of common stock that may be issued upon
        stock splits, stock dividends or similar transactions in accordance with
        Rule 416.
(2)     1,736,000 shares underlying options under the 1996 Equity Incentive Plan
        are calculated pursuant to Rule 457(h) of the Securities Act of 1933
        solely for the purpose of calculating the registration fee, based upon
        the price at which such outstanding options may be exercised (1,116,000
        shares at $.0780 per share; 50,000 shares at $.0625 per share; and
        570,000 shares at $.1090 per share). The remaining 264,000 unissued
        shares authorized under the 1996 Equity Incentive Plan are calculated
        pursuant to paragraphs (c) and (h) of Rule 457 solely for the purpose of
        calculating the registration fee based on the average of the high and
        low prices for AmeriQuest Common Stock as reported on the OTC Bulletin
        Board on July 13, 2001.
3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            The documents containing the information specified in this Part I of
Form S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this registration statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this registration
statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents, as filed by AmeriQuest Technologies, Inc.
(the "Company") with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement and made a part hereof:

                (a)     Annual Report on Form 10-K for the fiscal year ended
        September 30, 2000, filed on January 16, 2001;

                (b)     Quarterly Report on Form 10-Q for the quarter ended
        March 31, 2001, filed on May 21, 2000; and

                (c)     Current Report on Form 8-K filed on April 5, 2001.

                All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained in any document, all
or a portion of which is incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained or incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

                Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                Section 145 of the Delaware General Corporation Law ("Section
145") permits indemnification of directors, officers, agents and controlling
persons of a corporation under certain conditions and subject to certain
limitations. Section 145 empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer or agent of the corporation or another enterprise if serving at the
request of the corporation. Depending on the character of the

                                      II-1
4

proceeding, a corporation may indemnify against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding if the person
indemnified acted in good faith and in a manner the person reasonably believed
to be in or not opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. In the case of an action by or in the right
of the corporation, no indemnification may be made with respect to any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the court of chancery or the
court in which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145
further provides that to the extent a director or officer of a corporation has
been successful in the defense of any action, suit or proceeding referred to
above or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually or reasonably
incurred by such person in connection therewith.

                As permitted by the Delaware General Corporation Law, the
Company has included a provision in its Restated Certificate of Incorporation
that, subject to certain limitations, eliminates the ability of the Company and
its stockholders to recover monetary damages from a director of the Company for
breach of fiduciary duty as a director.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                Not applicable.

ITEM 8. EXHIBITS.

                The following is a list of exhibits filed as part of this
Registration Statement.
Exhibit
Number                               Exhibit
------                               -------
4.1           -  Registrant's Restated Certificate of Incorporation and Bylaws (incorporated by reference)

  4.2           -  1996 Equity Incentive Plan

  5.1           -  Opinion of Morgan, Lewis & Bockius LLP

 23.1           -  Consent of Arthur Andersen LLP

 23.2           -  Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5.1)
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 which, individually or together, represent a
                fundamental change in the information set forth in the
                Registration Statement; and

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

                                      II-2
5

                Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section 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
that are incorporated by reference in this registration statement.

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

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

        (b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, 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 this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

        (c) 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 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.

                                      II-3
6

                        SIGNATURES AND POWER OF ATTORNEY

        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 Willow Grove, Pennsylvania, on the 17th day of July, 2001.

                                          AMERIQUEST TECHNOLOGIES, INC.

                                          By: /s/ Jon D. Jensen
                                              ----------------------------------
                                              JON D. JENSEN
                                              Chief Executive Officer, President
                                                and Chief Financial Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jon D. Jensen, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, 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
requisite and necessary 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 substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signatures                                          Title                                          Date
              ----------                                          -----                                          ----
/s/ Jon D. Jensen                               Chief Executive Officer, President, Chief                    July 17, 2001
------------------------------------            Financial Office and a Director (principal
Jon D. Jensen                                   executive officer; principal financial
                                                officer and principal accounting officer)

/s/ Edward B. Cloues, II                        Director                                                     July 17, 2001
------------------------------------
Edward B. Cloues, II

/s/ Alexander C. Kramer                         Director                                                     July 17, 2001
------------------------------------
Alexander C. Kramer

/s/ Walter A. Reimann                           Director                                                     July 17, 2001
------------------------------------
Walter A. Reimann

/s/ Charles W. Soltis                           Director                                                     July 17, 2001
------------------------------------
Charles W. Soltis
II-4
7

                                INDEX TO EXHIBITS
Exhibit
Number                               Exhibit
------                               -------
4.1           -  Registrant's Restated Certificate of Incorporation and Bylaws (incorporated by reference)

  4.2           -  1996 Equity Incentive Plan

  5.1           -  Opinion of Morgan, Lewis & Bockius LLP

 23.1           -  Consent of Arthur Andersen LLP

 23.2           -  Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5.1)