As filed with the Securities and Exchange Commission on August 23, 2001
                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                                  INNOVEX, INC.
             (Exact name of registrant as specified in its charter)

                  MINNESOTA                                41-1223933
(State or other jurisdiction of incorporation           (I.R.S. Employer
               or organization)                        Identification No.)

                            5540 PIONEER CREEK DRIVE
                              MAPLE PLAIN, MN 55359
              (Address of Principal Executive Offices and zip code)

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

                                  INNOVEX, INC.
                           2000 RESTRICTED STOCK PLAN
                            (Full title of the Plan)

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

               William Murnane                              Copy to:
    President and Chief Executive Officer               Charles P. Moorse
                Innovex, Inc.                      Lindquist & Vennum P.L.L.P.
          5540 Pioneer Creek Drive                       4200 IDS Center
           Maple Plain, MN  55359                    80 South Eighth Street
               (763) 479-5300                         Minneapolis, MN 55402
   (Name, address, including zip code and                (612) 371-3211
   telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                                    Proposed       Proposed
      Title of Securities            Maximum        Maximum
        to be Registered             Amount        Offering      Aggregate      Amount of
                                      to be          Price       Offering     Registration
                                   Registered      Per Share       Price           Fee
--------------------------------------------------------------------------------------------
<S>                              <C>                <C>         <C>               <C>
Common Stock,                    150,000 shares     $3.50(1)    $525,000(1)       $131.25
$.04 par value to be issued
pursuant to the Innovex, Inc.
2000 Restricted Stock Plan
--------------------------------------------------------------------------------------------
</TABLE>

(1)   Estimated solely for the purpose of determining the registration fee
      pursuant to Rule 457(c) and (h) and based upon the average of the high and
      low prices of the Company's Common Stock on the Nasdaq National Market on
      August 16, 2001.

<PAGE>


                                     PART I

         Pursuant to the Note 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 herein:

         (a) The Annual Report of the Company on Form 10-K for the fiscal year
ended September 30, 2000.

         (b) The Definitive Proxy Statement dated December 15, 2000 for the 2001
Annual Meeting of Shareholders held on December 15, 2000.

         (c) The Quarterly Reports of the Company on Form 10-Q for the quarters
ended December 31, 2000, March 31, 2001 and June 30, 2001.

         (d) The description of the Company's Common Stock as set forth in the
Company's Form 8-A Registration Statement dated January 29, 1985, which became
effective as of July 31, 1985 (Registration No. 0-13143), including any
amendment or report 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 of such documents.

Item 4.  Description of Securities.

         Incorporated by reference to Part II, Item 3, Paragraph "d".

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Articles of Incorporation. The Company's Articles of Incorporation
provides that no director of the corporation may be personally liable to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders; (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
(iii) under section 302A.559 or 80A.23 of Minnesota Statutes; (iv) for any
transaction from which the director derived any improper personal benefit; or
(v) for any act or omission occurring prior to February 29, 1988 (the effective
date of the indemnification provisions in the Company's Articles of
Incorporation).

         Statutory Provisions. Section 302A.521 of the Minnesota Business
Corporation Act provides that a corporation shall indemnify a person made or
threatened to be made a party to a proceeding by reason


                                       2
<PAGE>


of the former or present official capacity of the person against judgments,
penalties, fines, including, without limitation, excise taxes assessed against
the person with respect to an employee benefit plan, settlements, and reasonable
expenses, including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding, if, with respect to the acts or omissions of the
person complained of in the proceeding, the person:

         (1)      Has not been indemnified by another organization or employee
                  benefit plan for the same judgments, penalties, fines,
                  including, without limitation, excise taxes assessed against
                  the person with respect to an employee benefit plan,
                  settlements, and reasonable expenses, including attorneys'
                  fees and disbursements, incurred by the person in connection
                  with the proceeding with respect to the same acts or
                  omissions;

         (2)      Acted in good faith;

         (3)      Received no improper personal benefit and section 302A.255
                  (Director Conflicts of Interest), if applicable, has been
                  satisfied;

         (4)      In the case of a criminal proceeding, had no reasonable cause
                  to believe the conduct was unlawful; and

         (5)      In the case of acts or omissions occurring in the official
                  capacity described in subdivision 1, paragraph (c), clause (1)
                  or (2), reasonably believed that the conduct was in the best
                  interests of the corporation, or in the case of acts or
                  omissions occurring in the official capacity described in
                  subdivision 1, paragraph (c), clause (3), reasonably believed
                  that the conduct was not opposed to the best interests of the
                  corporation. If the person's acts or omissions complained of
                  in the proceeding relate to conduct as a director, officer,
                  trustee, employee, or agent of an employee benefit plan, the
                  conduct is not considered to be opposed to the best interests
                  of the corporation if the person reasonably believed that the
                  conduct was in the best interests of the participants or
                  beneficiaries of the employee benefit plan.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
-------

4.1      Innovex, Inc. 2000 Restricted Stock Plan

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

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

23.2     Consent of Grant Thornton LLP, independent certified public accountants

24.1     Power of Attorney (set forth on the signature page hereof)


                                       3
<PAGE>


Item 9.  Undertakings.

(a) The Company 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-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement; and

         (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 registration statement is on Form S-3 or 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
         with or furnished to the Commission 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. 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,


                                       4
<PAGE>


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.



                                       5
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Maple Plain, State of Minnesota, on August 16, 2001.

                                  INNOVEX, INC.

                                  By       /s/ William P. Murnane
                                     -------------------------------------------
                                        William P. Murnane, President and
                                        Chief Executive Officer


                                POWER OF ATTORNEY

         The undersigned officers and directors of Innovex, Inc. hereby
constitute and appoint William Murnane and Thomas Paulson, or either of them,
with power to act one without the other, 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 21, 2001 in the capacities indicated.

Signature
---------

   /s/ Thomas W. Haley                       /s/ Bernt M. Tessem
---------------------------------------   --------------------------------------
Thomas W. Haley, Chairman of the Board,   Bernt M. Tessem, Director
Director


   /s/ Thomas Paulson                        /s/ Gerald M. Bestler
---------------------------------------   --------------------------------------
Thomas Paulson, Senior Vice President     Gerald M. Bestler, Director
and Chief Financial Officer


   /s/ William P. Murnane                    /s/ Frank L. Farrar
---------------------------------------   --------------------------------------
William P. Murnane, President and         Frank L. Farrar, Director
Chief Executive Officer, Director


   /s/ Michael C. Slagle                     /s/ Elick Eugene Hawk
--------------------------------------    --------------------------------------
Michael C. Slagle, Director               Elick Eugene Hawk, Director


                                       6
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{"company-data": {"conformed-name": "INNOVEX INC", "cik": "0000050601", "assigned-sic": "3679", "irs-number": "411223933", "state-of-incorporation": "MN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68228", "film-number": "1722061"}, "business-address": {"street1": "530 ELEVENTH AVENUE SOUTH", "city": "HOPKINS", "state": "MN", "zip": "55343-9904", "phone": "6129384155"}}
As filed with the Securities and Exchange Commission on August 23, 2001
                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                                  INNOVEX, INC.
             (Exact name of registrant as specified in its charter)

                  MINNESOTA                                41-1223933
(State or other jurisdiction of incorporation           (I.R.S. Employer
               or organization)                        Identification No.)

                            5540 PIONEER CREEK DRIVE
                              MAPLE PLAIN, MN 55359
              (Address of Principal Executive Offices and zip code)

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

                                  INNOVEX, INC.
                           2000 RESTRICTED STOCK PLAN
                            (Full title of the Plan)

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

               William Murnane                              Copy to:
    President and Chief Executive Officer               Charles P. Moorse
                Innovex, Inc.                      Lindquist & Vennum P.L.L.P.
          5540 Pioneer Creek Drive                       4200 IDS Center
           Maple Plain, MN  55359                    80 South Eighth Street
               (763) 479-5300                         Minneapolis, MN 55402
   (Name, address, including zip code and                (612) 371-3211
   telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------
                                    Proposed       Proposed
      Title of Securities            Maximum        Maximum
        to be Registered             Amount        Offering      Aggregate      Amount of
                                      to be          Price       Offering     Registration
                                   Registered      Per Share       Price           Fee
--------------------------------------------------------------------------------------------
Common Stock,                    150,000 shares     $3.50(1)    $525,000(1)       $131.25
$.04 par value to be issued
pursuant to the Innovex, Inc.
2000 Restricted Stock Plan
--------------------------------------------------------------------------------------------
(1)   Estimated solely for the purpose of determining the registration fee
      pursuant to Rule 457(c) and (h) and based upon the average of the high and
      low prices of the Company's Common Stock on the Nasdaq National Market on
      August 16, 2001.
PART I

         Pursuant to the Note 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 herein:

         (a) The Annual Report of the Company on Form 10-K for the fiscal year
ended September 30, 2000.

         (b) The Definitive Proxy Statement dated December 15, 2000 for the 2001
Annual Meeting of Shareholders held on December 15, 2000.

         (c) The Quarterly Reports of the Company on Form 10-Q for the quarters
ended December 31, 2000, March 31, 2001 and June 30, 2001.

         (d) The description of the Company's Common Stock as set forth in the
Company's Form 8-A Registration Statement dated January 29, 1985, which became
effective as of July 31, 1985 (Registration No. 0-13143), including any
amendment or report 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 of such documents.

Item 4.  Description of Securities.

         Incorporated by reference to Part II, Item 3, Paragraph "d".

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Articles of Incorporation. The Company's Articles of Incorporation
provides that no director of the corporation may be personally liable to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders; (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
(iii) under section 302A.559 or 80A.23 of Minnesota Statutes; (iv) for any
transaction from which the director derived any improper personal benefit; or
(v) for any act or omission occurring prior to February 29, 1988 (the effective
date of the indemnification provisions in the Company's Articles of
Incorporation).

         Statutory Provisions. Section 302A.521 of the Minnesota Business
Corporation Act provides that a corporation shall indemnify a person made or
threatened to be made a party to a proceeding by reason

                                       2
of the former or present official capacity of the person against judgments,
penalties, fines, including, without limitation, excise taxes assessed against
the person with respect to an employee benefit plan, settlements, and reasonable
expenses, including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding, if, with respect to the acts or omissions of the
person complained of in the proceeding, the person:

         (1)      Has not been indemnified by another organization or employee
                  benefit plan for the same judgments, penalties, fines,
                  including, without limitation, excise taxes assessed against
                  the person with respect to an employee benefit plan,
                  settlements, and reasonable expenses, including attorneys'
                  fees and disbursements, incurred by the person in connection
                  with the proceeding with respect to the same acts or
                  omissions;

         (2)      Acted in good faith;

         (3)      Received no improper personal benefit and section 302A.255
                  (Director Conflicts of Interest), if applicable, has been
                  satisfied;

         (4)      In the case of a criminal proceeding, had no reasonable cause
                  to believe the conduct was unlawful; and

         (5)      In the case of acts or omissions occurring in the official
                  capacity described in subdivision 1, paragraph (c), clause (1)
                  or (2), reasonably believed that the conduct was in the best
                  interests of the corporation, or in the case of acts or
                  omissions occurring in the official capacity described in
                  subdivision 1, paragraph (c), clause (3), reasonably believed
                  that the conduct was not opposed to the best interests of the
                  corporation. If the person's acts or omissions complained of
                  in the proceeding relate to conduct as a director, officer,
                  trustee, employee, or agent of an employee benefit plan, the
                  conduct is not considered to be opposed to the best interests
                  of the corporation if the person reasonably believed that the
                  conduct was in the best interests of the participants or
                  beneficiaries of the employee benefit plan.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
-------

4.1      Innovex, Inc. 2000 Restricted Stock Plan

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

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

23.2     Consent of Grant Thornton LLP, independent certified public accountants

24.1     Power of Attorney (set forth on the signature page hereof)

                                       3
Item 9.  Undertakings.

(a) The Company 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-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement; and

         (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 registration statement is on Form S-3 or 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
         with or furnished to the Commission 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. 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,

                                       4
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.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Maple Plain, State of Minnesota, on August 16, 2001.

                                  INNOVEX, INC.

                                  By       /s/ William P. Murnane
                                     -------------------------------------------
                                        William P. Murnane, President and
                                        Chief Executive Officer

                                POWER OF ATTORNEY

         The undersigned officers and directors of Innovex, Inc. hereby
constitute and appoint William Murnane and Thomas Paulson, or either of them,
with power to act one without the other, 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 21, 2001 in the capacities indicated.

Signature
---------

   /s/ Thomas W. Haley                       /s/ Bernt M. Tessem
---------------------------------------   --------------------------------------
Thomas W. Haley, Chairman of the Board,   Bernt M. Tessem, Director
Director

   /s/ Thomas Paulson                        /s/ Gerald M. Bestler
---------------------------------------   --------------------------------------
Thomas Paulson, Senior Vice President     Gerald M. Bestler, Director
and Chief Financial Officer

   /s/ William P. Murnane                    /s/ Frank L. Farrar
---------------------------------------   --------------------------------------
William P. Murnane, President and         Frank L. Farrar, Director
Chief Executive Officer, Director

   /s/ Michael C. Slagle                     /s/ Elick Eugene Hawk
--------------------------------------    --------------------------------------
Michael C. Slagle, Director               Elick Eugene Hawk, Director

                                       6