<PAGE>

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 --------------
                               NORSTAR GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Utah                                      59-1643698
(State or Other Jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                        Identification Number)

                           6365 NW 6th Way, Suite 160
                         Fort Lauderdale, Florida 33309
                    (Address of Principal Executive Offices)

                           Employee Stock Option Plan
                            (Full title of the plan)

                              Employment Agreements
                            (Full title of the plan)

                              Consulting Agreement
                            (Full title of the plan)

                               Retainer Agreement
                            (Full title of the plan)

                          Harry DiFrancesco, President
              6365 NW 6th Way, Suite 160, Fort Lauderdale, FL 33309
                     (Name and address of agent for service)

                                 (954) 772-0240
          (Telephone number, including area code, of agent for service)
                                ----------------
                                   Copies to:
                             Jeffrey A. Rinde, Esq.
                               Bondy & Schloss LLP
                         6 East 43rd Street, 25th Floor
                            New York, New York 10017
                              Phone: (212) 661-3535
                               Fax: (212) 972-1677

<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
Title of                           Proposed          Proposed
Securities                         Maximum           Maximum
to be             Amount to be     Offering Price    Aggregate          Amount of
Registered        Registered       Per Share         Offering Price     Registration Fee
------------------------------------------------------------------------------------------
<S>             <C>                <C>               <C>                <C>
Common Stock,     2,000,000        $0.375            $750,000           $1,980(2)
par value $.01    shares(1)
per share
------------------------------------------------------------------------------------------
Common Stock,     1,260,000        $0.40             $504,000           $1,331(4)
par value $.01    shares(3)
per share
------------------------------------------------------------------------------------------
Common Stock,     1,200,000        $0.375            $450,000           $1,188(6)
par value $.01    shares(5)
per share
------------------------------------------------------------------------------------------
Common Stock,     300,000          $0.375            $112,500           $297(8)
par value $.01    shares(7)
per share
------------------------------------------------------------------------------------------

TOTAL           4,760,000                            $1,816,500         $4,796
------------------------------------------------------------------------------------------
</TABLE>

(1) Represents 2,000,000 shares reserved for issuance upon the exercise of
options pursuant to the Registrant's employee stock option plan.

(2) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of April 17, 2000.

(3) Represents 1,260,000 shares of Common Stock to be issued to certain
consultants upon exercise of options granted at $0.40 per share as compensation
for services rendered pursuant to their consulting agreements.

(4) Calculated pursuant to Rule 457(h)(1) under the Securities Act based upon
the exercise price for the shares of common stock underlying the option.

(5) Represents 1,200,000 shares of Common Stock issued to certain employees
pursuant to their employment agreements.

(6) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of April 17, 2000.

<PAGE>

(7) Common Stock issued to the Registrant's general counsel for legal services
rendered.

(8) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of April 17, 2000.

                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the information specified in this Part
I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the 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 the
registration statement in 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.

         This Registration Statement on Form S-8 (the "Registration Statement")
of Norstar Group, Inc., a Utah corporation, (the "Registrant") cover 4,760,000
shares of the Registrant's common stock, par value $.01 per share ("Common
Stock").

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

                  (a)(i)   The Registrant's Annual Report on Form10-KSB filed on
                           March 30, 2000.

                     (ii)  The Registrant's Registration of Securities pursuant
                           to Section 12(g) of the Act dated December 7, 1999.

                  (c)      The description of securities contained in the
                           Registrant's Registration of Securities pursuant to
                           Section 12(g) of the Act dated December 7, 1999.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all

<PAGE>

securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents.

         Any statement contained herein or in a document incorporated or deemed
to be 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 herein or in any other subsequently filed document which
also is or is deemed to be 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.

         Bondy & Schloss LLP serves as general counsel to the Registrant and
currently owns 300,000 shares of Common Stock of the Registrant which shares are
being registered herein.

Item 6. Indemnification of Directors and Officers.

         The Utah Business Corporation Act (the "UBCA"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable incurred in connection with a proceeding, if the person 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. In the case of a criminal
action or proceeding, the director or officer must have had no reasonable cause
to believe that the person's conduct was unlawful. A corporation may not
indemnify a director (a) in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the corporation, or
(b) in connection with any other proceeding charging that the director derived
an improper personal benefit, whether or not involving action in his official
capacity, in which proceeding he was adjudged liable on the basis that he
derived an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit No.       Description
-----------       -----------

4.1               Specimen Common Stock Certificate
4.2               *Options issued to John Taylor dated April 17, 2000.
4.3               *Options issued to Keith Hall dated April 17, 2000.


<PAGE>



4.4               *Options issued to Wilbur Stakes dated April 17, 2000.
4.5               * 2000 Stock Option Plan
5.1               * Opinion of Bondy & Schloss LLP as to the legality of the
                  securities being offered.
23                * Consent of Bondy & Schloss LLP  (included in Exhibit 5.1).
23.1              * Consent of J.H. Cohn LLP.
24                * Powers of Attorney (included on p. II-4 of this Registration
                  Statement).
99.1              *Consulting Agreement between the Registrant and John Taylor
                  dated April 17, 2000.
99.2              *Consulting Agreement between the Registrant and Tech Fund
                  dated April 17, 2000.
99.3              *Consulting Agreement between the Registrant and Horizon
                  Consulting Group, Inc. dated April 17, 2000.


-------------
* Filed herewith.


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

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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

<PAGE>

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.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Fort Lauderdale, Florida on the 24th day of April, 2000.

                                       NORSTAR GROUP, INC.

                                       By: /s/ Harry DiFrancesco
                                          --------------------------------
                                           Harry DiFrancesco, President

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 24th day of April, 2000.

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

/s/ Harry DiFrancesco                            President and Chairman of the
---------------------------------------          Board
Harry DiFrancesco

/s/ Andrew S. Peck                               Vice President o f Finance,
---------------------------------------          Secretary and Director
Andrew S. Peck

/s/ Maynard Neil Abogov                          Vice President of Sales
---------------------------------------          Management and Director
Maynard Neil Abogov

/s/ Jerome R. Saver                              Vice President of Sales and
---------------------------------------          Director
Jerome R. Saver

/s/ Jay Sanet                                    Vice President of Corporate
---------------------------------------          Development and Director
Jay Sanet

<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harry DiFrancesco, his true and lawful
attorneys-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 (including post-effective amendments) of and supplements to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-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, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on the 24 day of April, 2000.

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

/s/ Harry DiFrancesco               President and Chairman of the Board
-----------------------------
Harry DiFrancesco

/s/ Andrew S. Peck                  Vice President of Finance, Secretary and
-----------------------------       Director
Andrew S. Peck

/s/ Maynard Neil Abogov             Vice President of Sales Management and
-----------------------------       Director
Maynard Neil Abogov

/s/ Jerome R. Saver                 Vice President of Sales and Director
-----------------------------
Jerome R. Saver

/s/ Jay Sanet                       Vice President of Corporate Development and
-----------------------------       Director
Jay Sanet


                                      II-4

<PAGE>

                                  EXHIBIT INDEX

Index and Description of Exhibits.


Exhibit No.       Description
-----------       -----------

4.1              Specimen Common Stock Certificate
4.2              *Options issued to John Taylor dated April 17, 2000.
4.3              *Options issued to Keith Hall dated April 17, 2000.
4.4              *Options issued to Wilbur Stakes dated April 17, 2000.
4.5              * 2000 Stock Option Plan
5.1              * Opinion of Bondy & Schloss LLP as to the legality of the
                 securities being offered.
23               * Consent of Bondy & Schloss LLP  (included in Exhibit 5.1).
23.1             * Consent of J.H. Cohn LLP.
24               * Powers of Attorney (included on p. II-4 of this Registration
                 Statement).
99.1             *Consulting Agreement between the Registrant and John Taylor
                 dated April 17, 2000.
99.2             *Consulting Agreement between the Registrant and Tech Fund
                 dated April 17, 2000.
99.3             *Consulting Agreement between the Registrant and Horizon
                 Consulting Group, Inc. dated April 17, 2000.


-------------
* Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18265}]
{"company-data": {"conformed-name": "NORSTAR GROUP INC", "cik": "0001100356", "assigned-sic": "7389", "irs-number": "591643698", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35496", "film-number": "607558"}, "business-address": {"street1": "6365 N W 6TH WAY", "street2": "SUITE 160", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33309", "phone": "9547720240"}, "mail-address": {"street1": "6365 N W 6TH WAY", "street2": "SUITE 160", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33309"}}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 --------------
                               NORSTAR GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Utah                                      59-1643698
(State or Other Jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                        Identification Number)

                           6365 NW 6th Way, Suite 160
                         Fort Lauderdale, Florida 33309
                    (Address of Principal Executive Offices)

                           Employee Stock Option Plan
                            (Full title of the plan)

                              Employment Agreements
                            (Full title of the plan)

                              Consulting Agreement
                            (Full title of the plan)

                               Retainer Agreement
                            (Full title of the plan)

                          Harry DiFrancesco, President
              6365 NW 6th Way, Suite 160, Fort Lauderdale, FL 33309
                     (Name and address of agent for service)

                                 (954) 772-0240
          (Telephone number, including area code, of agent for service)
                                ----------------
                                   Copies to:
                             Jeffrey A. Rinde, Esq.
                               Bondy & Schloss LLP
                         6 East 43rd Street, 25th Floor
                            New York, New York 10017
                              Phone: (212) 661-3535
                               Fax: (212) 972-1677
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------
Title of                           Proposed          Proposed
Securities                         Maximum           Maximum
to be             Amount to be     Offering Price    Aggregate          Amount of
Registered        Registered       Per Share         Offering Price     Registration Fee
------------------------------------------------------------------------------------------
Common Stock,     2,000,000        $0.375            $750,000           $1,980(2)
par value $.01    shares(1)
per share
------------------------------------------------------------------------------------------
Common Stock,     1,260,000        $0.40             $504,000           $1,331(4)
par value $.01    shares(3)
per share
------------------------------------------------------------------------------------------
Common Stock,     1,200,000        $0.375            $450,000           $1,188(6)
par value $.01    shares(5)
per share
------------------------------------------------------------------------------------------
Common Stock,     300,000          $0.375            $112,500           $297(8)
par value $.01    shares(7)
per share
------------------------------------------------------------------------------------------

TOTAL           4,760,000                            $1,816,500         $4,796
------------------------------------------------------------------------------------------
(1) Represents 2,000,000 shares reserved for issuance upon the exercise of
options pursuant to the Registrant's employee stock option plan.

(2) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of April 17, 2000.

(3) Represents 1,260,000 shares of Common Stock to be issued to certain
consultants upon exercise of options granted at $0.40 per share as compensation
for services rendered pursuant to their consulting agreements.

(4) Calculated pursuant to Rule 457(h)(1) under the Securities Act based upon
the exercise price for the shares of common stock underlying the option.

(5) Represents 1,200,000 shares of Common Stock issued to certain employees
pursuant to their employment agreements.

(6) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of April 17, 2000.
(7) Common Stock issued to the Registrant's general counsel for legal services
rendered.

(8) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of the
bid and asked price as of April 17, 2000.

                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the information specified in this Part
I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the 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 the
registration statement in 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.

         This Registration Statement on Form S-8 (the "Registration Statement")
of Norstar Group, Inc., a Utah corporation, (the "Registrant") cover 4,760,000
shares of the Registrant's common stock, par value $.01 per share ("Common
Stock").

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

                  (a)(i)   The Registrant's Annual Report on Form10-KSB filed on
                           March 30, 2000.

                     (ii)  The Registrant's Registration of Securities pursuant
                           to Section 12(g) of the Act dated December 7, 1999.

                  (c)      The description of securities contained in the
                           Registrant's Registration of Securities pursuant to
                           Section 12(g) of the Act dated December 7, 1999.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents.

         Any statement contained herein or in a document incorporated or deemed
to be 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 herein or in any other subsequently filed document which
also is or is deemed to be 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.

         Bondy & Schloss LLP serves as general counsel to the Registrant and
currently owns 300,000 shares of Common Stock of the Registrant which shares are
being registered herein.

Item 6. Indemnification of Directors and Officers.

         The Utah Business Corporation Act (the "UBCA"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable incurred in connection with a proceeding, if the person 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. In the case of a criminal
action or proceeding, the director or officer must have had no reasonable cause
to believe that the person's conduct was unlawful. A corporation may not
indemnify a director (a) in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the corporation, or
(b) in connection with any other proceeding charging that the director derived
an improper personal benefit, whether or not involving action in his official
capacity, in which proceeding he was adjudged liable on the basis that he
derived an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit No.       Description
-----------       -----------

4.1               Specimen Common Stock Certificate
4.2               *Options issued to John Taylor dated April 17, 2000.
4.3               *Options issued to Keith Hall dated April 17, 2000.
4.4               *Options issued to Wilbur Stakes dated April 17, 2000.
4.5               * 2000 Stock Option Plan
5.1               * Opinion of Bondy & Schloss LLP as to the legality of the
                  securities being offered.
23                * Consent of Bondy & Schloss LLP  (included in Exhibit 5.1).
23.1              * Consent of J.H. Cohn LLP.
24                * Powers of Attorney (included on p. II-4 of this Registration
                  Statement).
99.1              *Consulting Agreement between the Registrant and John Taylor
                  dated April 17, 2000.
99.2              *Consulting Agreement between the Registrant and Tech Fund
                  dated April 17, 2000.
99.3              *Consulting Agreement between the Registrant and Horizon
                  Consulting Group, Inc. dated April 17, 2000.

-------------
* Filed herewith.

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

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 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.
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Fort Lauderdale, Florida on the 24th day of April, 2000.

                                       NORSTAR GROUP, INC.

                                       By: /s/ Harry DiFrancesco
                                          --------------------------------
                                           Harry DiFrancesco, President

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 24th day of April, 2000.

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

/s/ Harry DiFrancesco                            President and Chairman of the
---------------------------------------          Board
Harry DiFrancesco

/s/ Andrew S. Peck                               Vice President o f Finance,
---------------------------------------          Secretary and Director
Andrew S. Peck

/s/ Maynard Neil Abogov                          Vice President of Sales
---------------------------------------          Management and Director
Maynard Neil Abogov

/s/ Jerome R. Saver                              Vice President of Sales and
---------------------------------------          Director
Jerome R. Saver

/s/ Jay Sanet                                    Vice President of Corporate
---------------------------------------          Development and Director
Jay Sanet
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harry DiFrancesco, his true and lawful
attorneys-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 (including post-effective amendments) of and supplements to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-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, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on the 24 day of April, 2000.

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

/s/ Harry DiFrancesco               President and Chairman of the Board
-----------------------------
Harry DiFrancesco

/s/ Andrew S. Peck                  Vice President of Finance, Secretary and
-----------------------------       Director
Andrew S. Peck

/s/ Maynard Neil Abogov             Vice President of Sales Management and
-----------------------------       Director
Maynard Neil Abogov

/s/ Jerome R. Saver                 Vice President of Sales and Director
-----------------------------
Jerome R. Saver

/s/ Jay Sanet                       Vice President of Corporate Development and
-----------------------------       Director
Jay Sanet

                                      II-4
EXHIBIT INDEX

Index and Description of Exhibits.

Exhibit No.       Description
-----------       -----------

4.1              Specimen Common Stock Certificate
4.2              *Options issued to John Taylor dated April 17, 2000.
4.3              *Options issued to Keith Hall dated April 17, 2000.
4.4              *Options issued to Wilbur Stakes dated April 17, 2000.
4.5              * 2000 Stock Option Plan
5.1              * Opinion of Bondy & Schloss LLP as to the legality of the
                 securities being offered.
23               * Consent of Bondy & Schloss LLP  (included in Exhibit 5.1).
23.1             * Consent of J.H. Cohn LLP.
24               * Powers of Attorney (included on p. II-4 of this Registration
                 Statement).
99.1             *Consulting Agreement between the Registrant and John Taylor
                 dated April 17, 2000.
99.2             *Consulting Agreement between the Registrant and Tech Fund
                 dated April 17, 2000.
99.3             *Consulting Agreement between the Registrant and Horizon
                 Consulting Group, Inc. dated April 17, 2000.

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* Filed herewith.