<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                APO Health, Inc.

             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
         (State or Other Jurisdiction of Incorporation or Organization)

                                   86-0871787
                      (I.R.S. Employer Identification No.)

                 3950 Oceanside Road, Oceanside, New York, 11572
               (Address of Principal Executive Offices) (Zip Code)

              2003 PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN
                As amended to include 250,000 Additional Shares

                            (Full Title of the Plan)

                                  Dr. Jan Stahl
                      President and Chief Executive Officer
                 3950 Oceanside Road, Oceanside, New York, 11572
                     (Name and Address of Agent for Service)
                                 (516-594-0005)
          (Telephone Number, Including Area Code, of Agent For Service)


<TABLE>
<CAPTION>

=============================================================================================
                         Calculation of Registration Fee
=============================================================================================
Proposed Maximum amount of Securities to be registered:  250,000 (1)

Amount of       Title of Securities    Amount To Be          Offering            Fee
Aggregate         To Be Registered       Registered (2)     Price Per Share (3) Registration
Common
<S>              <C>                      <C>                      <C>
$110,000          Par Value, $.0002        250,000               $.04             $.92

=============================================================================================
</TABLE>

1.  This  post  effective  amendment  to  our 2003 PROFESSIONAL/CONSULTANT STOCK
COMPENSATION  PLAN is being filed to increase our March 2003 S-8 Registration by
250,000  shares.

2  In  addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement  also  covers an indeterminate amount of interests to be
offered  or  sold  pursuant  to the employee and benefit plans described herein.

3  Estimated solely for the purpose of calculating the registration fee pursuant
to  Rule  457(c) based on the average of the high and low prices reported on the
OTC-BB  on  June  3,  2003,  which  was  $.04.

<PAGE>

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

The  information  required for this Item is included in documents distributed to
the  Participant.  APO  Health,  Inc. (The Company, we, the Registrant or us) is
offering  a  total  of  3,000,000  shares  (2,750,000 previously registered, and
250,000 being registered in this amendment) of its Common Stock to professionals
and  consultants  for  services including legal consulting, and other consulting
services,  including administrative, computer software, and marketing consulting
services.  The  issuance  of  shares  is  being  made  pursuant  to  the
Professional/Consultant  Stock Compensation Plan (the Plan) adopted by the Board
of  Directors  on  February 7, 2003, with the amendment being adopted on June 3,
2003. The registered shares will cover the costs of previously rendered services
as  well as ongoing services to the Company. A copy of the Plan, as amended, has
been  distributed  eligible  consultants.  Each  consultant has agreed to accept
shares  under  the  Plan  in lieu of a cash payment for its services. The shares
issued hereunder will not be subject to any resale restrictions. The Plan is not
qualified  under  ERISA,  nor is this Plan qualified under Section 401(a) of the
Internal  Revenue  Code.

There  are  no  ongoing  reporting obligations of Consultants, nor are there any
ongoing  contributions  from the Registrant. The purpose of this Registration of
securities  on  Form  S-8 is to compensate individuals and/or entities that have
performed  and  continue  to  perform  services to the Registrant. The Board has
authorized  this  registration  statement  and  has  written the Plan to satisfy
present  and  future  compensation obligations to professionals and consultants.
This  registration,  as amended, is limited to 3,000,000 shares. The Consultants
that  are  eligible for shares under the Plan have performed, or will perform in
the  future,  services or activities for which shares may be issued under a Form
S-8. Consultants may contact Dr. Jan Stahl, the Plan Administrator and President
of  the  Registrant,  with  any  questions  at  (516)  594-0005.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The information required for this Item is included in documents distributed to
the Participant.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents previously filed with the Securities and Exchange
Commission (the Commission) by APO Health, Inc. (the Company) pursuant to the
Securities Exchange Act of 1934, as amended (the Exchange Act) are, as of their
respective dates, hereby incorporated by reference in this Registration
Statement:

                                       2
<PAGE>

(i) The Company`s Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2002 filed pursuant to Section 13(a) or 15(d) of the Exchange Act
on January 3, 2003, and recent Quarterly Reports filed on May 16, 2002 for the
quarter ended March 31, 2002; the report filed on August 14, 2002 for the period
ended June 30, 2002 and ay 16, 2002 and August 14, 2002 respectively;

(ii)  All other reports of the Company filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Company's
documents referred to in Paragraph (i) above; and

All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the filing of a post-effective amendment which
indicates that all of the Company's shares of Common Stock, par value $.0002 per
share (the Shares), offered hereby have been sold or that all Shares then
remaining unsold have been deregistered shall be deemed to be incorporated by
reference in and made a part of this Registration Statement from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in a document subsequently filed 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 required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not required.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Nevada corporations are authorized to indemnify against liability any person who
is a party to any legal proceeding because such person is a director or officer
of the corporation. The officer or director must act in good faith and in a
manner reasonably believed to be in the best interests of the corporation and,
with respect to any criminal action or proceeding, have no reasonable cause to
believe the conduct was unlawful. Nevada law does not allow indemnification for
an act or omission that involves intentional misconduct or a knowing violation
of a law. In the case of an action by or on behalf of a corporation,
indemnification may not be made if the person seeking indemnification is found
liable, unless the court in which such action was brought determines such person
is fairly and reasonably entitled to indemnification. Indemnification is
required if a director or officer has been successful on the merits.

The indemnification authorized under Nevada law is not exclusive and is in
addition to any other rights granted to officers and directors. A corporation
may purchase and maintain insurance or furnish similar protection on behalf of
any officer or director.

                                       3
<PAGE>

Our articles of incorporation provide for the indemnification of directors and
executive officers to the maximum extent permitted by Nevada law. Insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to our directors, officers or controlling persons pursuant to the
foregoing provisions or otherwise, we have 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.

There is no pending litigation or proceeding involving any of our directors,
officers, employees or agents where indemnification would be required or
permitted.  We are not aware of any threatened litigation or proceeding that
would result in a claim for such indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

Exhibits.

Copies of the following documents are included as exhibits to this registration
statement pursuant to Item 601 of regulation S-B.

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

4.02  APO Health, Inc. 2003 Professional/Consultants` Compensation Plan, dated
      February 6, 2003

5.01  Letter opinion, including consent of Law Office of Andrea Cataneo Ltd.
      regarding legality of Common Stock to be issued pursuant
      Professional/Consultant Stock Compensation Plan.

23.02 Consent of Law Office of Andrea Cataneo Ltd. (included in Opinion in
      Exhibit 5.1).

23.03 Consent of Tom Linder of Linder & Linder, Certified Public Accountants.

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


                                       4
<PAGE>


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.

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

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  it  meets  all  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 Oceanside, State of New York, on this 5th day of June
2003.

                                APO HEALTH, INC.



               By:    /S/ Jan Stahl
                      --------------------------------
                      Dr.  Jan Stahl,
                      Chief Executive Officer, Chairman





                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and  appoints  Dr. Jan Stahl , his true and lawful attorney-in-fact
and agent,  with  full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective  amendments)  to  this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to

                                       5
<PAGE>

do and  perform each and every act and thing requisite and necessary to be done
in connection  therewith,  as  fully to all intents and purposes as he might or
could  do  in  person,  hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done.

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




       SIGNATURE                                      DATE

      /S/ Jan Stahl                              June 5, 2003
      ------------------------
      Dr.  Jan Stahl, President,
      Chief Executive Officer, Chairman

      /S/ Peter Steil                            June 5, 2003
      ------------------------
      Peter Steil,
      Director


      /S/ Ken Leventhal                          June 5, 2003
      ------------------------
      Ken Leventhal,
      Director

                                       6
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 15039}]
{"company-data": {"conformed-name": "APO HEALTH INC /NV/", "cik": "0001076607", "assigned-sic": "5047", "irs-number": "860871787", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105898", "film-number": "03735295"}, "business-address": {"street1": "3590 OCEANSIDE ROAD", "street2": "-", "city": "OCEANSIDE", "state": "NY", "zip": "11572", "phone": "8003652839"}, "mail-address": {"street1": "2080 E. FLAMINGO RD", "street2": "SUITE 112", "city": "LAS VEGAS", "state": "NV", "zip": "89119"}, "former-company": [{"former-conformed-name": "INTERNETFINANCIALCORP COM INC", "date-changed": "20000229"}, {"former-conformed-name": "CARIBBEAN VENTURES INC /NV/", "date-changed": "19990112"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                APO Health, Inc.

             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
         (State or Other Jurisdiction of Incorporation or Organization)

                                   86-0871787
                      (I.R.S. Employer Identification No.)

                 3950 Oceanside Road, Oceanside, New York, 11572
               (Address of Principal Executive Offices) (Zip Code)

              2003 PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN
                As amended to include 250,000 Additional Shares

                            (Full Title of the Plan)

                                  Dr. Jan Stahl
                      President and Chief Executive Officer
                 3950 Oceanside Road, Oceanside, New York, 11572
                     (Name and Address of Agent for Service)
                                 (516-594-0005)
          (Telephone Number, Including Area Code, of Agent For Service)
=============================================================================================
                         Calculation of Registration Fee
=============================================================================================
Proposed Maximum amount of Securities to be registered:  250,000 (1)

Amount of       Title of Securities    Amount To Be          Offering            Fee
Aggregate         To Be Registered       Registered (2)     Price Per Share (3) Registration
Common
$110,000          Par Value, $.0002        250,000               $.04             $.92

=============================================================================================
1.  This  post  effective  amendment  to  our 2003 PROFESSIONAL/CONSULTANT STOCK
COMPENSATION  PLAN is being filed to increase our March 2003 S-8 Registration by
250,000  shares.

2  In  addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement  also  covers an indeterminate amount of interests to be
offered  or  sold  pursuant  to the employee and benefit plans described herein.

3  Estimated solely for the purpose of calculating the registration fee pursuant
to  Rule  457(c) based on the average of the high and low prices reported on the
OTC-BB  on  June  3,  2003,  which  was  $.04.
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

The  information  required for this Item is included in documents distributed to
the  Participant.  APO  Health,  Inc. (The Company, we, the Registrant or us) is
offering  a  total  of  3,000,000  shares  (2,750,000 previously registered, and
250,000 being registered in this amendment) of its Common Stock to professionals
and  consultants  for  services including legal consulting, and other consulting
services,  including administrative, computer software, and marketing consulting
services.  The  issuance  of  shares  is  being  made  pursuant  to  the
Professional/Consultant  Stock Compensation Plan (the Plan) adopted by the Board
of  Directors  on  February 7, 2003, with the amendment being adopted on June 3,
2003. The registered shares will cover the costs of previously rendered services
as  well as ongoing services to the Company. A copy of the Plan, as amended, has
been  distributed  eligible  consultants.  Each  consultant has agreed to accept
shares  under  the  Plan  in lieu of a cash payment for its services. The shares
issued hereunder will not be subject to any resale restrictions. The Plan is not
qualified  under  ERISA,  nor is this Plan qualified under Section 401(a) of the
Internal  Revenue  Code.

There  are  no  ongoing  reporting obligations of Consultants, nor are there any
ongoing  contributions  from the Registrant. The purpose of this Registration of
securities  on  Form  S-8 is to compensate individuals and/or entities that have
performed  and  continue  to  perform  services to the Registrant. The Board has
authorized  this  registration  statement  and  has  written the Plan to satisfy
present  and  future  compensation obligations to professionals and consultants.
This  registration,  as amended, is limited to 3,000,000 shares. The Consultants
that  are  eligible for shares under the Plan have performed, or will perform in
the  future,  services or activities for which shares may be issued under a Form
S-8. Consultants may contact Dr. Jan Stahl, the Plan Administrator and President
of  the  Registrant,  with  any  questions  at  (516)  594-0005.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The information required for this Item is included in documents distributed to
the Participant.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents previously filed with the Securities and Exchange
Commission (the Commission) by APO Health, Inc. (the Company) pursuant to the
Securities Exchange Act of 1934, as amended (the Exchange Act) are, as of their
respective dates, hereby incorporated by reference in this Registration
Statement:

                                       2
(i) The Company`s Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2002 filed pursuant to Section 13(a) or 15(d) of the Exchange Act
on January 3, 2003, and recent Quarterly Reports filed on May 16, 2002 for the
quarter ended March 31, 2002; the report filed on August 14, 2002 for the period
ended June 30, 2002 and ay 16, 2002 and August 14, 2002 respectively;

(ii)  All other reports of the Company filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the Company's
documents referred to in Paragraph (i) above; and

All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the filing of a post-effective amendment which
indicates that all of the Company's shares of Common Stock, par value $.0002 per
share (the Shares), offered hereby have been sold or that all Shares then
remaining unsold have been deregistered shall be deemed to be incorporated by
reference in and made a part of this Registration Statement from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in a document subsequently filed 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 required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not required.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Nevada corporations are authorized to indemnify against liability any person who
is a party to any legal proceeding because such person is a director or officer
of the corporation. The officer or director must act in good faith and in a
manner reasonably believed to be in the best interests of the corporation and,
with respect to any criminal action or proceeding, have no reasonable cause to
believe the conduct was unlawful. Nevada law does not allow indemnification for
an act or omission that involves intentional misconduct or a knowing violation
of a law. In the case of an action by or on behalf of a corporation,
indemnification may not be made if the person seeking indemnification is found
liable, unless the court in which such action was brought determines such person
is fairly and reasonably entitled to indemnification. Indemnification is
required if a director or officer has been successful on the merits.

The indemnification authorized under Nevada law is not exclusive and is in
addition to any other rights granted to officers and directors. A corporation
may purchase and maintain insurance or furnish similar protection on behalf of
any officer or director.

                                       3
Our articles of incorporation provide for the indemnification of directors and
executive officers to the maximum extent permitted by Nevada law. Insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to our directors, officers or controlling persons pursuant to the
foregoing provisions or otherwise, we have 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.

There is no pending litigation or proceeding involving any of our directors,
officers, employees or agents where indemnification would be required or
permitted.  We are not aware of any threatened litigation or proceeding that
would result in a claim for such indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

Exhibits.

Copies of the following documents are included as exhibits to this registration
statement pursuant to Item 601 of regulation S-B.

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

4.02  APO Health, Inc. 2003 Professional/Consultants` Compensation Plan, dated
      February 6, 2003

5.01  Letter opinion, including consent of Law Office of Andrea Cataneo Ltd.
      regarding legality of Common Stock to be issued pursuant
      Professional/Consultant Stock Compensation Plan.

23.02 Consent of Law Office of Andrea Cataneo Ltd. (included in Opinion in
      Exhibit 5.1).

23.03 Consent of Tom Linder of Linder & Linder, Certified Public Accountants.

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

                                       4
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.

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

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  it  meets  all  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 Oceanside, State of New York, on this 5th day of June
2003.

                                APO HEALTH, INC.

               By:    /S/ Jan Stahl
                      --------------------------------
                      Dr.  Jan Stahl,
                      Chief Executive Officer, Chairman

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and  appoints  Dr. Jan Stahl , his true and lawful attorney-in-fact
and agent,  with  full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective  amendments)  to  this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to

                                       5
do and  perform each and every act and thing requisite and necessary to be done
in connection  therewith,  as  fully to all intents and purposes as he might or
could  do  in  person,  hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done.

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

       SIGNATURE                                      DATE

      /S/ Jan Stahl                              June 5, 2003
      ------------------------
      Dr.  Jan Stahl, President,
      Chief Executive Officer, Chairman

      /S/ Peter Steil                            June 5, 2003
      ------------------------
      Peter Steil,
      Director

      /S/ Ken Leventhal                          June 5, 2003
      ------------------------
      Ken Leventhal,
      Director

                                       6