SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             Registration Statement
                                    Under the
                             Securities Act of 1933

                           Legal Research Center, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

         Minnesota                                             41-1680384
  (State or Other Jurisdiction of                           (I.R.S. Employer
   Incorporation or Organization)                          Identification No.)

  700 Midland Square Building, 331 Second Avenue South, Minneapolis, MN 55401
               (Address of Principal Executive Offices)             (Zip Code)

               Legal Research Center, Inc. 1997 Stock Option Plan
               Legal Research Center, Inc. 1995 Stock Option Plan
                            (Full Title of the Plans)

                            Christopher R. Ljungkull
                           Legal Research Center, Inc.
                           700 Midland Square Building
                             331 Second Avenue South
                           Minneapolis Park, MN 55401
                                 (612) 332-4950
              (Name, Address and Phone Number of Agent for Service)

                                    Copy to:
                               John C. Levy, Esq.
                   Parsinen Kaplan Levy Rosberg & Gotlieb P.A.
                       100 South Fifth Street, Suite 1100
                              Minneapolis, MN 55402
                                 (612) 333-2111

                         CALCULATION OF REGISTRATION FEE

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

      Title of          Amount        Proposed       Proposed       Amount of
     Securities          to be         Maximum        Maximum     Registration
       to be          Registered      Offering       Aggregate        Fee
     Registered                         Price        Offering
                                     Per Share(1)      Price
--------------------------------------------------------------------------------
Common  Stock,      700,000 shares    $.734         $513,800        $142.84
par value $.01 
per share (2)

Total               700,000 shares    $.734         $513,800        $142.84
================================================================================

(1)     Estimated  solely for the purpose of calculating the registration fee in
        accordance  with Rule 457(h) and based upon the  highest  price at which
        options to purchase the shares may be exercised.

(2)     Represents  shares which may be acquired  upon  exercise of  outstanding
        stock options.


<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The documents containing the information specified in Part I of Form S-8
will be sent or given to participating  directors as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "1933 Act").  These  documents
and the documents  incorporated  by reference into this  Registration  Statement
pursuant to Item 3 of Part II of this  Registration  Statement,  taken together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The  following   documents   filed  with  the  Securities  and  Exchange
Commission are incorporated in this Registration Statement by reference:

(a)     the Annual  Report of the  Registrant on Form 10-KSB for the fiscal year
        ended December 31, 1998;

(b)     all  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
        Securities  Exchange  Act of 1934 (the "1934  Act") since the end of the
        fiscal year covered by the Annual Report referred to (a) above; and

(c)     the  description  of the  Registrant's  Common  Stock  contained  in its
        Registration  Statement on Form SB-2 (Reg. No. 33-93676C) filed with the
        Securities and Exchange Commission  effective August 3, 1995 pursuant to
        Section 12 of the 1934 Act,  including any amendment or report filed for
        the purpose of updating such description.

        All  documents  hereafter  filed by the  Registrant  pursuant to Section
13(a),  13(c),  14  and  15(d)  of  the  1934  Act  prior  to  the  filing  of a
post-effective  amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  herein by reference  and to be a part hereof from
the date of filing such documents.

        Any  statement  contained  in a  document  incorporated  or deemed to be
incorporated  herein by reference  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  subsequently  filed  document  which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such prior
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable.


<PAGE>



Item 6. Indemnification of Directors and Officers.

        Article XIV of the  Registrant's  Bylaws  provides  that the  Registrant
shall indemnify its officers and directors in accordance with, and to the extent
provided by, Minnesota law. Section 302A.521 of the Minnesota  Statutes requires
the  Registrant to indemnify any person made or threatened to be made a party to
a proceeding by reason of acts or omissions  performed in the person's  official
capacity against judgments,  penalties, fines and reasonable expenses (including
attorneys'  fees) if such  person is not  otherwise  indemnified,  acted in good
faith,  received no improper  personal  benefit,  reasonably  believed that such
conduct was in the best  interest or was not opposed to the best interest of the
Registrant, and, in the case of criminal proceedings, had no reasonable cause to
believe the conduct was unlawful. In addition, Section 302A.521, Subd. 3, of the
Minnesota  Statutes  requires payment or  reimbursement by the Registrant,  upon
written request, of reasonable expenses (including  attorneys' fees) incurred by
a person in advance of the final  disposition  of a proceeding,  upon receipt by
the  Registrant  of a written  affirmation  by the person of a good faith belief
that  the  criteria  for  indemnification  had  been  satisfied  and  a  written
undertaking by the person to repay all amounts,  if it is ultimately  determined
that that  criteria for  indemnification  have not been  satisfied,  and after a
decision  that the known facts would not preclude  indemnification  is made by a
disinterested majority of the Board of Directors present at a meeting at which a
disinterested  quorum is present, or by a designated  committee of the Board, by
special legal counsel, by the shareholders or by a court.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

5.      Opinion of Parsinen  Kaplan Levy Rosberg & Gotlieb P.A. as to the shares
        of Common Stock being registered.

23.1.   Consent of Lurie, Besikof, Lapidus & Co., LLP

23.2.   Consent of Parsinen  Kaplan Levy  Rosberg & Gotlieb P.A.  (contained  in
        their opinion filed as Exhibit 5).

24.     Power of Attorney (included on signature page hereto)

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(a)     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,  represents  a  fundamental  change  in  the
                information set forth in the registration statement;

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

<PAGE>

        Provided,  however,  that paragraphs  (a)(i) and (a)(ii) do not apply if
        the  registration  statement  is  on  Form  S-3  or  Form  S-8  and  the
        information  required to be included in a  post-effective  amendment  by
        those   paragraphs  is  contained  in  periodic  reports  filed  by  the
        registrant  pursuant  to Section 13 or Section  15(d) of the  Securities
        Exchange  Act  of  1934  that  are  incorporated  by  reference  in  the
        registration statement.

(b)     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.

(c)     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.

(d)     The  undersigned  registrant  hereby  undertakes  that,  for purposes of
        determining  any liability under the Securities Act of 1933, each filing
        of the  registrant's  annual report pursuant to Section 13(a) or Section
        15(d) of the  Securities  Exchange Act of 1934 that is  incorporated  by
        reference  in the  registration  statement  shall be  deemed to be a new
        registration  statement relating to the securities offered therein,  and
        the  offering of such  securities  at the time shall be deemed to be the
        initial bona fide offering thereof.

(e)     Insofar as indemnification  for liabilities arising under the Securities
        Act of 1933 may be permitted to  directors,  officers,  and  controlling
        persons of the  registrant  pursuant  to the  foregoing  provisions,  or
        otherwise,  the  registrant  has been advised that in the opinion of the
        Securities  and  Exchange  Commission  such  indemnification  is against
        public policy as expressed in the Act and is, therefore,  unenforceable.
        In the event that a claim for  indemnification  against such liabilities
        (other than the payment by the  registrant of expenses  incurred or paid
        by a director,  officer,  or controlling person of the registrant in the
        successful  defense of any action,  suit, or  proceeding) is asserted by
        such  director,  officer,  or  controlling  person  connected  with  the
        securities being registered,  the registrant will, unless in the opinion
        of its counsel  the matter has been  settled by  controlling  precedent,
        submit to a court of appropriate  jurisdiction the question whether such
        indemnification  by it is against  public policy as expressed in the Act
        and will be governed by the final adjudication of such issue.


<PAGE>



                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant certified that it has reasonable grounds to believe that is 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 Minneapolis, State of Minnesota, on April 26, 1999.

                                             LEGAL RESEARCH CENTER, INC.


                                             By: /s/ Christopher R. Ljungkull
                                                --------------------------------
                                                 Christopher R. Ljungkull
                                                 CEO and Chief Financial Officer


        KNOW ALL PERSONS BY THESE  PRESENTS,  that each person  whose  signature
appears below constitutes and appoints  Christopher R. Ljungkull as his true and
lawful  attorney-in-fact  and  agent,  with  full  powers  of  substitution  and
resubstitution,  for him  and in his  name,  place,  and  stead,  in any and all
capacities, to sign any or all amendments (including post-effective  amendments)
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  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has been signed as of April 26,  1999 by the  following
persons in the capacities and on the date indicated.

Signature             Title                       Signature

James R. Seidl        President and
                      Director                    /s/ James R. Seidl
                                                  -------------------------

Arun K. Dube          Chairman of the
                      Board of Directors          /s/ Arun K. Dube
                                                  -------------------------

Bruce J. Aho          Director                    /s/ Bruce J. Aho
                                                  -------------------------


<PAGE>


                                  EXHIBIT INDEX

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

       5              Opinion  of   Parsinen   Kaplan  Levy
                      Rosberg  &  Gotlieb  P.A.  as to  the
                      shares   of   Common    Stock   being
                      registered.

     23.1             Consent of Lurie, Besikof, Lapidus &
                      Co., LLP


     23.2             Consent  of   Parsinen   Kaplan  Levy
                      Rosberg & Gotlieb P.A.  (contained in
                      their opinion filed as Exhibit 5)

      24              Power  of   Attorney   (included   on
                      signature page hereto)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15424}]
{"company-data": {"conformed-name": "LEGAL RESEARCH CENTER INC", "cik": "0000945506", "assigned-sic": "8111", "irs-number": "411680384", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77863", "film-number": "99611920"}, "business-address": {"street1": "700 MIDLAND SQUARE BLDG", "street2": "331 SECOND AVE", "city": "MINNEAPOLIS", "state": "MN", "zip": "55401"}, "mail-address": {"street1": "700 MIDLAND SQ BLDG", "street2": "331 SECOND AVE S", "city": "MINNEAPOLIS", "state": "MN", "zip": "55401"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             Registration Statement
                                    Under the
                             Securities Act of 1933

                           Legal Research Center, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

         Minnesota                                             41-1680384
  (State or Other Jurisdiction of                           (I.R.S. Employer
   Incorporation or Organization)                          Identification No.)

  700 Midland Square Building, 331 Second Avenue South, Minneapolis, MN 55401
               (Address of Principal Executive Offices)             (Zip Code)

               Legal Research Center, Inc. 1997 Stock Option Plan
               Legal Research Center, Inc. 1995 Stock Option Plan
                            (Full Title of the Plans)

                            Christopher R. Ljungkull
                           Legal Research Center, Inc.
                           700 Midland Square Building
                             331 Second Avenue South
                           Minneapolis Park, MN 55401
                                 (612) 332-4950
              (Name, Address and Phone Number of Agent for Service)

                                    Copy to:
                               John C. Levy, Esq.
                   Parsinen Kaplan Levy Rosberg & Gotlieb P.A.
                       100 South Fifth Street, Suite 1100
                              Minneapolis, MN 55402
                                 (612) 333-2111

                         CALCULATION OF REGISTRATION FEE

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

      Title of          Amount        Proposed       Proposed       Amount of
     Securities          to be         Maximum        Maximum     Registration
       to be          Registered      Offering       Aggregate        Fee
     Registered                         Price        Offering
                                     Per Share(1)      Price
--------------------------------------------------------------------------------
Common  Stock,      700,000 shares    $.734         $513,800        $142.84
par value $.01 
per share (2)

Total               700,000 shares    $.734         $513,800        $142.84
================================================================================

(1)     Estimated  solely for the purpose of calculating the registration fee in
        accordance  with Rule 457(h) and based upon the  highest  price at which
        options to purchase the shares may be exercised.

(2)     Represents  shares which may be acquired  upon  exercise of  outstanding
        stock options.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The documents containing the information specified in Part I of Form S-8
will be sent or given to participating  directors as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "1933 Act").  These  documents
and the documents  incorporated  by reference into this  Registration  Statement
pursuant to Item 3 of Part II of this  Registration  Statement,  taken together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The  following   documents   filed  with  the  Securities  and  Exchange
Commission are incorporated in this Registration Statement by reference:

(a)     the Annual  Report of the  Registrant on Form 10-KSB for the fiscal year
        ended December 31, 1998;

(b)     all  other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
        Securities  Exchange  Act of 1934 (the "1934  Act") since the end of the
        fiscal year covered by the Annual Report referred to (a) above; and

(c)     the  description  of the  Registrant's  Common  Stock  contained  in its
        Registration  Statement on Form SB-2 (Reg. No. 33-93676C) filed with the
        Securities and Exchange Commission  effective August 3, 1995 pursuant to
        Section 12 of the 1934 Act,  including any amendment or report filed for
        the purpose of updating such description.

        All  documents  hereafter  filed by the  Registrant  pursuant to Section
13(a),  13(c),  14  and  15(d)  of  the  1934  Act  prior  to  the  filing  of a
post-effective  amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  herein by reference  and to be a part hereof from
the date of filing such documents.

        Any  statement  contained  in a  document  incorporated  or deemed to be
incorporated  herein by reference  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  subsequently  filed  document  which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such prior
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable.
Item 6. Indemnification of Directors and Officers.

        Article XIV of the  Registrant's  Bylaws  provides  that the  Registrant
shall indemnify its officers and directors in accordance with, and to the extent
provided by, Minnesota law. Section 302A.521 of the Minnesota  Statutes requires
the  Registrant to indemnify any person made or threatened to be made a party to
a proceeding by reason of acts or omissions  performed in the person's  official
capacity against judgments,  penalties, fines and reasonable expenses (including
attorneys'  fees) if such  person is not  otherwise  indemnified,  acted in good
faith,  received no improper  personal  benefit,  reasonably  believed that such
conduct was in the best  interest or was not opposed to the best interest of the
Registrant, and, in the case of criminal proceedings, had no reasonable cause to
believe the conduct was unlawful. In addition, Section 302A.521, Subd. 3, of the
Minnesota  Statutes  requires payment or  reimbursement by the Registrant,  upon
written request, of reasonable expenses (including  attorneys' fees) incurred by
a person in advance of the final  disposition  of a proceeding,  upon receipt by
the  Registrant  of a written  affirmation  by the person of a good faith belief
that  the  criteria  for  indemnification  had  been  satisfied  and  a  written
undertaking by the person to repay all amounts,  if it is ultimately  determined
that that  criteria for  indemnification  have not been  satisfied,  and after a
decision  that the known facts would not preclude  indemnification  is made by a
disinterested majority of the Board of Directors present at a meeting at which a
disinterested  quorum is present, or by a designated  committee of the Board, by
special legal counsel, by the shareholders or by a court.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

5.      Opinion of Parsinen  Kaplan Levy Rosberg & Gotlieb P.A. as to the shares
        of Common Stock being registered.

23.1.   Consent of Lurie, Besikof, Lapidus & Co., LLP

23.2.   Consent of Parsinen  Kaplan Levy  Rosberg & Gotlieb P.A.  (contained  in
        their opinion filed as Exhibit 5).

24.     Power of Attorney (included on signature page hereto)

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(a)     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,  represents  a  fundamental  change  in  the
                information set forth in the registration statement;

        (iii)   To include any material  information with respect to the plan of
                distribution  not  previously   disclosed  in  the  registration
                statement  or any  material  change to such  information  in the
                registration statement;
Provided,  however,  that paragraphs  (a)(i) and (a)(ii) do not apply if
        the  registration  statement  is  on  Form  S-3  or  Form  S-8  and  the
        information  required to be included in a  post-effective  amendment  by
        those   paragraphs  is  contained  in  periodic  reports  filed  by  the
        registrant  pursuant  to Section 13 or Section  15(d) of the  Securities
        Exchange  Act  of  1934  that  are  incorporated  by  reference  in  the
        registration statement.

(b)     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.

(c)     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.

(d)     The  undersigned  registrant  hereby  undertakes  that,  for purposes of
        determining  any liability under the Securities Act of 1933, each filing
        of the  registrant's  annual report pursuant to Section 13(a) or Section
        15(d) of the  Securities  Exchange Act of 1934 that is  incorporated  by
        reference  in the  registration  statement  shall be  deemed to be a new
        registration  statement relating to the securities offered therein,  and
        the  offering of such  securities  at the time shall be deemed to be the
        initial bona fide offering thereof.

(e)     Insofar as indemnification  for liabilities arising under the Securities
        Act of 1933 may be permitted to  directors,  officers,  and  controlling
        persons of the  registrant  pursuant  to the  foregoing  provisions,  or
        otherwise,  the  registrant  has been advised that in the opinion of the
        Securities  and  Exchange  Commission  such  indemnification  is against
        public policy as expressed in the Act and is, therefore,  unenforceable.
        In the event that a claim for  indemnification  against such liabilities
        (other than the payment by the  registrant of expenses  incurred or paid
        by a director,  officer,  or controlling person of the registrant in the
        successful  defense of any action,  suit, or  proceeding) is asserted by
        such  director,  officer,  or  controlling  person  connected  with  the
        securities being registered,  the registrant will, unless in the opinion
        of its counsel  the matter has been  settled by  controlling  precedent,
        submit to a court of appropriate  jurisdiction the question whether such
        indemnification  by it is against  public policy as expressed in the Act
        and will be governed by the final adjudication of such issue.
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
registrant certified that it has reasonable grounds to believe that is 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 Minneapolis, State of Minnesota, on April 26, 1999.

                                             LEGAL RESEARCH CENTER, INC.

                                             By: /s/ Christopher R. Ljungkull
                                                --------------------------------
                                                 Christopher R. Ljungkull
                                                 CEO and Chief Financial Officer

        KNOW ALL PERSONS BY THESE  PRESENTS,  that each person  whose  signature
appears below constitutes and appoints  Christopher R. Ljungkull as his true and
lawful  attorney-in-fact  and  agent,  with  full  powers  of  substitution  and
resubstitution,  for him  and in his  name,  place,  and  stead,  in any and all
capacities, to sign any or all amendments (including post-effective  amendments)
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  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing  requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has been signed as of April 26,  1999 by the  following
persons in the capacities and on the date indicated.

Signature             Title                       Signature

James R. Seidl        President and
                      Director                    /s/ James R. Seidl
                                                  -------------------------

Arun K. Dube          Chairman of the
                      Board of Directors          /s/ Arun K. Dube
                                                  -------------------------

Bruce J. Aho          Director                    /s/ Bruce J. Aho
                                                  -------------------------
EXHIBIT INDEX

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

       5              Opinion  of   Parsinen   Kaplan  Levy
                      Rosberg  &  Gotlieb  P.A.  as to  the
                      shares   of   Common    Stock   being
                      registered.

     23.1             Consent of Lurie, Besikof, Lapidus &
                      Co., LLP

     23.2             Consent  of   Parsinen   Kaplan  Levy
                      Rosberg & Gotlieb P.A.  (contained in
                      their opinion filed as Exhibit 5)

      24              Power  of   Attorney   (included   on
                      signature page hereto)