<PAGE>   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER ___, 1998
                      REGISTRATION NO. 33- _______________
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              DATA DIMENSIONS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                  Delaware                             06-085248
          (State of Incorporation)       (I.R.S. Employer Identification No.)

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

                                  ST LABS, INC.
                 (formerly Software Testing Laboratories, Inc.)
                        1995 AND 1997 STOCK OPTION PLANS
                            (Full Title of the Plans)

                           Larry W. Martin, President
                              Data Dimensions, Inc.
                               One Bellevue Center
                        411 - 108th Avenue NE, Suite 2100
                           Bellevue, Washington 98004
                                 (425) 688-1000
            (Name, Address and Telephone Number of Agent for Service)

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

                                    COPY TO:
                               Bruce A. Robertson
                            GARVEY, SCHUBERT & BARER
                    1191 Second Avenue, 18th Floor Seattle,
                              Washington 98101-2939

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------

   Title of Securities       Number to Be         Proposed Maximum       Proposed Maximum
    to be Registered        Registered (1)       Offering Price Per     Aggregate Offering        Amount of Fee
                                                      Share (2)              Price (2)
--------------------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>                    <C>                       <C>    
Common Stock, $.001             157,625                 $6.05               $953,631.25              $281.32
par value per share
--------------------------------------------------------------------------------------------------------------------
</TABLE>

         (1)      This Registration Statement shall also cover any additional
                  shares of Common Stock that become issuable under the ST Labs,
                  Inc. 1995 and 1997 Stock Option Plans as the result of any
                  future stock split, stock dividend or similar adjustment of
                  the outstanding Common Stock of the Registrant.

         (2)      Estimated solely for the purpose of calculating the
                  registration fee pursuant to Rule 457(h) of the Securities Act
                  of 1933, as amended, on the basis of the weighted average
                  exercise price of the options.


<PAGE>   2

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         Data Dimensions, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

         (a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1997.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since December
31, 1997.

         (c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form SB-2 filed on February 9, 1996 (Registration No.
333-841), including all amendments and reports filed for the purpose of updating
such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which deregisters the securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under the Delaware General Corporation Law ("DGCL") a corporation may
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 (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust of other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner he 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 his conduct was unlawful.

         The DGCL permits similar indemnification in the case of derivative
actions, except that no indemnification may be made in respect of 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 upon application
that, despite the adjudication of liability and in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Indemnification for settlement of a suit by or in the right of the corporation
is not permitted under the DGCL. A director, officer, employee or agent who is
successful, on the merits or otherwise, in defense of any proceeding subject to
the DGCL's indemnification provisions must be indemnified by the corporation for
reasonable expenses incurred in connection therewith, including attorneys' fees.



                                      -1-
<PAGE>   3

         The Company's Bylaws provide, in substance, that each person made a
party or threatened to be made a party to any type of proceeding, by reason of
the fact that he or she is or was a director or officer of the Company or that,
being or having been such a director or officer or an employee of the Company,
he or she is or was serving at the request of an executive officer of the
Company as a director, officer, employee or agent of another corporation, will
be indemnified and held harmless by the Company to the full extent permitted by
the DGCL, against all expense, liability and loss actually and reasonably
incurred by such person in connection therewith. In certain cases, the
indemnified party will be entitled to the advancement of certain expenses
relating to indemnification.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

ITEM 8.           EXHIBITS

<TABLE>
<CAPTION>
                  Exhibit
                  Number            Description
                  ------            -----------
<S>                                 <C>
                  4.1               ST Labs, Inc. (formerly Software Testing Laboratories, Inc.) 1995 Stock Option
                                    Plan

                  4.2               ST Labs, Inc. 1997 Stock Option Plan

                  5.1               Opinion of Garvey, Schubert & Barer regarding legality of the Common Stock
                                    being registered

                  23.1              Consent of BDO Seidman, LLP, Independent Certified Public Accountants

                  23.2              Consent of PricewaterhouseCoopers LLP, Independent Public Accountants

                  23.3              Consent of Garvey, Schubert & Barer (included in opinion filed as Exhibit 5.1)

                  24.1              Power of Attorney of Thomas W. Fife

                  24.2              Power of Attorney of Lucie J. Fjeldstad

                  99.1              Form of Stock Option Assumption Agreement
</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;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this 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 this Registration Statement; and

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



                                      -2-
<PAGE>   4

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 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, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to 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
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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                                      -3-
<PAGE>   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 Bellevue, State of Washington, on the ____ day of
_________________________, 1998.


                                   DATA DIMENSIONS, INC.



                                   By:   /s/  Larry W. Martin
                                         ---------------------------------------
                                         Larry W. Martin
                                   Its:  Chief Executive Officer, President, 
                                         and Chairman of the Board of Directors

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the ____ day of ___________________, 1998.


<TABLE>
<CAPTION>
    SIGNATURE                                   TITLE
<S>                                             <C>

    /s/   Larry W. Martin                       Chief Executive Officer, President, Director
    ------------------------------------
    Larry W. Martin



    /s/   Gordon A. Gardiner                    Chief Financial Officer
    ------------------------------------
    Gordon A. Gardiner



*   /s/   Thomas W. Fife                        Director
    ------------------------------------
    Thomas W. Fife



*   /s/   Lucie J. Fjeldstad                    Director
    ------------------------------------
    Lucie J. Fjeldstad



*   By /s/  Larry W. Martin
       ---------------------------------
         Larry W. Martin, Attorney-in-Fact
</TABLE>



                                      -4-
<PAGE>   6

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
         Exhibit
         Number            Description
         ------            -----------
<S>                        <C>
         4.1               ST Labs, Inc. (formerly Software Testing Laboratories, Inc.) 1995 Stock Option
                           Plan

         4.2               ST Labs, Inc. 1997 Stock Option Plan

         5.1               Opinion of Garvey, Schubert & Barer regarding legality of the Common Stock
                           being registered

         23.1              Consent of BDO Seidman, LLP, Independent Certified Public Accountants

         23.2              Consent of PricewaterhouseCoopers LLP, Independent Public Accountants

         23.3              Consent of Garvey, Schubert & Barer (included in opinion filed as Exhibit 5.1)

         24.1              Power of Attorney of Thomas W. Fife

         24.2              Power of Attorney of Lucie J. Fjeldstad
                                                                              
         99.1              Form of Stock Option Assumption Agreement
</TABLE>



                                      -6-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16200}]
{"company-data": {"conformed-name": "DATA DIMENSIONS INC", "cik": "0000026990", "assigned-sic": "7371", "irs-number": "060852458", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63347", "film-number": "98709015"}, "business-address": {"street1": "ONE BELLEVUE CENTER", "street2": "411 108TH AVENUE NE SUITE 2100", "city": "BELLEVUE", "state": "WA", "zip": "98004", "phone": "4256881000"}, "mail-address": {"street1": "ONE BELLEVUE CENTER", "street2": "411 108TH AVENUE NE SUITE 2100", "city": "BELLEVUE", "state": "WA", "zip": "98004"}}
1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER ___, 1998
                      REGISTRATION NO. 33- _______________
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              DATA DIMENSIONS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                  Delaware                             06-085248
          (State of Incorporation)       (I.R.S. Employer Identification No.)

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

                                  ST LABS, INC.
                 (formerly Software Testing Laboratories, Inc.)
                        1995 AND 1997 STOCK OPTION PLANS
                            (Full Title of the Plans)

                           Larry W. Martin, President
                              Data Dimensions, Inc.
                               One Bellevue Center
                        411 - 108th Avenue NE, Suite 2100
                           Bellevue, Washington 98004
                                 (425) 688-1000
            (Name, Address and Telephone Number of Agent for Service)

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

                                    COPY TO:
                               Bruce A. Robertson
                            GARVEY, SCHUBERT & BARER
                    1191 Second Avenue, 18th Floor Seattle,
                              Washington 98101-2939

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

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------

   Title of Securities       Number to Be         Proposed Maximum       Proposed Maximum
    to be Registered        Registered (1)       Offering Price Per     Aggregate Offering        Amount of Fee
                                                      Share (2)              Price (2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.001             157,625                 $6.05               $953,631.25              $281.32
par value per share
--------------------------------------------------------------------------------------------------------------------
(1)      This Registration Statement shall also cover any additional
                  shares of Common Stock that become issuable under the ST Labs,
                  Inc. 1995 and 1997 Stock Option Plans as the result of any
                  future stock split, stock dividend or similar adjustment of
                  the outstanding Common Stock of the Registrant.

         (2)      Estimated solely for the purpose of calculating the
                  registration fee pursuant to Rule 457(h) of the Securities Act
                  of 1933, as amended, on the basis of the weighted average
                  exercise price of the options.
2

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         Data Dimensions, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

         (a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1997.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since December
31, 1997.

         (c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form SB-2 filed on February 9, 1996 (Registration No.
333-841), including all amendments and reports filed for the purpose of updating
such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which deregisters the securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under the Delaware General Corporation Law ("DGCL") a corporation may
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 (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust of other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner he 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 his conduct was unlawful.

         The DGCL permits similar indemnification in the case of derivative
actions, except that no indemnification may be made in respect of 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 upon application
that, despite the adjudication of liability and in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Indemnification for settlement of a suit by or in the right of the corporation
is not permitted under the DGCL. A director, officer, employee or agent who is
successful, on the merits or otherwise, in defense of any proceeding subject to
the DGCL's indemnification provisions must be indemnified by the corporation for
reasonable expenses incurred in connection therewith, including attorneys' fees.

                                      -1-
3

         The Company's Bylaws provide, in substance, that each person made a
party or threatened to be made a party to any type of proceeding, by reason of
the fact that he or she is or was a director or officer of the Company or that,
being or having been such a director or officer or an employee of the Company,
he or she is or was serving at the request of an executive officer of the
Company as a director, officer, employee or agent of another corporation, will
be indemnified and held harmless by the Company to the full extent permitted by
the DGCL, against all expense, liability and loss actually and reasonably
incurred by such person in connection therewith. In certain cases, the
indemnified party will be entitled to the advancement of certain expenses
relating to indemnification.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not Applicable.

ITEM 8.           EXHIBITS
Exhibit
                  Number            Description
                  ------            -----------
4.1               ST Labs, Inc. (formerly Software Testing Laboratories, Inc.) 1995 Stock Option
                                    Plan

                  4.2               ST Labs, Inc. 1997 Stock Option Plan

                  5.1               Opinion of Garvey, Schubert & Barer regarding legality of the Common Stock
                                    being registered

                  23.1              Consent of BDO Seidman, LLP, Independent Certified Public Accountants

                  23.2              Consent of PricewaterhouseCoopers LLP, Independent Public Accountants

                  23.3              Consent of Garvey, Schubert & Barer (included in opinion filed as Exhibit 5.1)

                  24.1              Power of Attorney of Thomas W. Fife

                  24.2              Power of Attorney of Lucie J. Fjeldstad

                  99.1              Form of Stock Option Assumption Agreement
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;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this 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 this Registration Statement; and

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

                                      -2-
4

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 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, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to 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
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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -3-
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 Bellevue, State of Washington, on the ____ day of
_________________________, 1998.

                                   DATA DIMENSIONS, INC.

                                   By:   /s/  Larry W. Martin
                                         ---------------------------------------
                                         Larry W. Martin
                                   Its:  Chief Executive Officer, President, 
                                         and Chairman of the Board of Directors

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the ____ day of ___________________, 1998.
SIGNATURE                                   TITLE
/s/   Larry W. Martin                       Chief Executive Officer, President, Director
    ------------------------------------
    Larry W. Martin

    /s/   Gordon A. Gardiner                    Chief Financial Officer
    ------------------------------------
    Gordon A. Gardiner

*   /s/   Thomas W. Fife                        Director
    ------------------------------------
    Thomas W. Fife

*   /s/   Lucie J. Fjeldstad                    Director
    ------------------------------------
    Lucie J. Fjeldstad

*   By /s/  Larry W. Martin
       ---------------------------------
         Larry W. Martin, Attorney-in-Fact
-4-
6

                                INDEX TO EXHIBITS
Exhibit
         Number            Description
         ------            -----------
4.1               ST Labs, Inc. (formerly Software Testing Laboratories, Inc.) 1995 Stock Option
                           Plan

         4.2               ST Labs, Inc. 1997 Stock Option Plan

         5.1               Opinion of Garvey, Schubert & Barer regarding legality of the Common Stock
                           being registered

         23.1              Consent of BDO Seidman, LLP, Independent Certified Public Accountants

         23.2              Consent of PricewaterhouseCoopers LLP, Independent Public Accountants

         23.3              Consent of Garvey, Schubert & Barer (included in opinion filed as Exhibit 5.1)

         24.1              Power of Attorney of Thomas W. Fife

         24.2              Power of Attorney of Lucie J. Fjeldstad
                                                                              
         99.1              Form of Stock Option Assumption Agreement
-6-