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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                      HIGHLAND HOLDINGS INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                             98-0179679
 -----------------------------                              -----------------
(STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)


                    6227 HIGHWAY 393 CRESTVIEW, FLORIDA 32539
                     --------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                            EMPLOYEE STOCK BONUS PLAN
                               ------------------
                              (Full title of Plan)

                            JOHN DEMOLEAS, PRESIDENT
                      HIGHLAND HOLDINGS INTERNATIONAL, INC.
                                6227 HIGHWAY 393
                            CRESTVIEW, FLORIDA 32539
                      -------------------------------------
                     (Name and address of agent for service)

                                 (905) 812-9088
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE


                            Proposed Maximum    Proposed Maximum
 Title of Securities          Amount to be      Offering Price per  Aggregate Offering       Amount of
   to be Registered          Registered (1)         Share (2)             Price           Registration Fee
----------------------------------------------------------------------------------------------------------

<S>                        <C>                      <C>                <C>                  <C>
Common Stock, $.001 par    1,400,000 shares         $  .02             $28,000.00           $
   Value Per Share
----------------------------------------------------------------------------------------------------------


(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan(s) described herein.

(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for the
purpose of calculating the registration fee, based on the average of the bid and
asked prices of the Company's common stock as reported within five business days
prior to the date of this filing.

</TABLE>
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

          *

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933 (the "Securities Act"). Such document(s) are not
being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously or concurrently filed by the Company with the
Commission are hereby incorporated by reference into this Registration
Statement:

(a)  The Company's Report on Form 10-SB with year end financials for the year
     ended December 31, 1999 (the "Annual Report") filed by the Company (SEC
     File No. 000-28461) under the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"), with the Commission on December 10, 1999 and amended
     on February 8, 2000; March 4, 2000; June 30, 2000 and October 19, 2000
(b)  All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year covered by the Annual Report referred
     to in (a) above including the Company?s Quarterly Reports on Form 10-QSB
     for the fiscal quarters ended March 31, 2000, June 30, 2000 and September
     30, 2000; and
(c)  All documents subsequently filed by the Company pursuant to Sections 13(a),
     13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
     prior to the filing of a post-effective amendment which indicates that all
     securities offered have been sold or which deregisters all securities then

<PAGE>

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


     Any statement contained in the documents incorporated, or deemed to be
     incorporated, by reference herein or therein shall be deemed to be modified
     or superseded for purposes of this Registration Statement and the
     prospectus which is a part hereof (the "Prospectus") to the extent that a
     statement contained herein or therein or in any other subsequently filed
     document which also is, or is deemed to be, incorporated by reference
     herein or therein modifies or supersedes such statement. Any such statement
     so modified or superseded shall not be deemed, except as so modified or
     superseded, to constitute a part of this Registration Statement and the
     Prospectus.

     All documents incorporated by reference herein will be made available to
     all participants in the Employee Stock Bonus Plan without charge, upon
     written or oral request. Other documents required to be delivered to
     participants pursuant to Rule 428(b)(1) under the Securities Act of 1933
     are also available without charge, upon written or oral request. All
     requests for documents shall be directed to:

                                  John Demoleas
                      Highland Holdings International, Inc.
                                6227 Highway 393
                            Crestview, Florida 32359
                                 (905) 812-9088


ITEM 4.   DESCRIPTION OF SECURITIES.

There are 20,000,000 authorized shares of Common Stock $.001 par value per
share. The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. In addition,
such holders are entitled to receive ratably such dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available therefore, subject to the payment of preferential dividends with
respect to any Preferred Stock that from time to time may be outstanding. In the
event of the dissolution, liquidation or winding-up of the Company and subject
to the prior distribution rights of the holders of any Preferred Stock that may
be outstanding at that time, all outstanding shares of Common Stock are fully
paid and nonassessable. The Company?s Certificate and Articles of Incorporation,
as amended, and Bylaws do not provide for preemptive rights or cumulative voting
rights for stockholders. Additionally, there are no provisions in the
aforementioned documents that would delay, defer or prevent a change in control
of the Company.

<PAGE>


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is a Delaware corporation. Section 145 of the Delaware Corporation
Law (the "DCL") provides authority for broad indemnification of officers,
directors, employees and agents of a corporation, with certain specified
exceptions.

Article VII of the Company's Restated Articles of Incorporation provides that
the Company shall have the power to indemnify its directors, officers, employees
and agents to the fullest extent allowed by the DCA.

At the present time, the Company does not have any officer-director liability
insurance, nor does the Company have indemnification agreements with any of its
directors, officers, employees or agents.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.   EXHIBITS.

See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Company hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to the Registration Statement
               which Exhibit Index is incorporated herein by reference

                    a.) To include any prospectus required by Section 10(a)(3)
                    of the Securities Act;
                    b.) 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;
                    c.) 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 1(a) and 1(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering.

     (3) To remove from registration by means of 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 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and, is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person 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.

   (C) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

<PAGE>


                                   SIGNATURES

The Registrant: Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Englewood Cliffs, State of New Jersey, on November
17, 2000.



HIGHLAND HOLDINGS INTERNATIONAL, INC.


By:  /s/  John Demoleas
   -------------------------------
          John Demoleas, President


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


By:  /s/  John Demoleas                    By:  /s/  George Nadas
   -----------------------------              --------------------------------
          John Demoleas                              George Nadas
          Director, President                        Director and Secretary
          November 17, 2000                          November 17, 2000

<PAGE>


                      HIGHLAND HOLDINGS INTERNATIONAL, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT


EXHIBIT NO.         DESCRIPTION

4.3                 Employee Stock Bonus Plan

4.4                 Specimen Share Certificate

4.5                 Opinion of the Law Office of Ina P. Kagel, as to the
                    validity of the securities registered hereunder.

4.6                 Consent of the accounting firm Thomas Monaghan.



EXHIBITS PREVIOUSLY FILED

4.1                 Articles of Incorporation of the Registrant, as amended.

4.2                 Bylaws of the Corporation

<PAGE>


                      HIGHLAND HOLDINGS INTERNATIONAL, INC.
                         2000 STOCK COMPENSATION PROGRAM


     1. Purpose. This 2000 STOCK COMPENSATION PROGRAM (the "Program") is
intended to secure for Highland Holdings International, Inc., a Delaware
corporation (the "Company"), its subsidiaries, and its stockholders the benefits
arising from ownership of the Company's common stock (the "Common Stock") by
those selected individuals of the Company and its subsidiaries, who will be
responsible for the future growth of such corporations. The Program is designed
to help attract and retain superior personnel for positions of substantial
responsibility with the Company and its subsidiaries, and to provide individuals
with an additional incentive to contribute to the success of the corporations.

     2. Elements of the Program.
        ------------------------

     The Program is composed of various parts, and may be amended to add or
subtract parts as the Plan Administrators deem in the best interest of the
Company. The first part is the Stock Bonus Plan ("Bonus Plan") under which (i)
common stock shares are granted in lieu of cash to key employees and consultants
at their election as a bonus for performing duties essential in the growth of
the company in its' initial year. The second part is the Stock Deferral Plan
(Deferral) in which (i) payments of compensation in the forms of shares of
common stock (deferred payments) are granted; and (ii) rights to receive cash or
shares of common stock based on the amount of income deferred (up to 1/3 of
gross income). The third part is the Executive Stock Option Plan (the "Executive
Plan") under which (i) units representing the equivalent of shares of Common
Stock (the "Performance Shares") are granted; (ii) payments of compensation in
the form of shares of Common Stock (the "Stock Payments") are granted; and (iii)
rights to receive cash or shares of Common Stock as a bonus, based on the
performance of the executive or Key Independent Contractor (Bonus Shares). The
fourth part is the Stock Compensation Plan ("Compensation Plan") under which the
Plan Administrators are authorized to offer employees and key independent
contractors common stock in exchange for compensation owed them in excess of the
amount deferred under plan II and any other debt owed them by the company.


     3. Applicability of General Provisions. Unless any Plan specifically
indicates to the contrary, all Plans shall be subject to the General Provisions
of the Program set forth below.


     4. Administration of the Program and the Plans. The Highland Holdings
International, Inc. 2000 Stock Compensation Program shall be administered,
construed, governed and amended in accordance with their respective terms. The
Plans as elements of the program shall be administered, construed, governed, and
amended in accordance with their respective terms.

                                                                          Page 1

<PAGE>


                GENERAL PROVISIONS OF STOCK COMPENSATION PROGRAM

     Article 1. Administration. The Program shall be administered by the
Company's Board of Directors (the "Program Administrators"). The Program
Administrators shall hold meetings at such times and places as they may
determine and as necessary to approve all grants and other transactions under
the Program as required under Rule 16b-3(d) under the Exchange Act, shall keep
minutes of their meetings, and shall adopt, amend, and revoke such rules and
procedures as they may deem proper with respect to the Program. Any action of
the Program Administrators shall be taken by majority vote or the unanimous
written consent of the Program Administrators.

     Article 2. Authority of Program Administrators. Subject to the other
provisions of this Program, and with a view to effecting its purpose, the
Program Administrators shall have sole authority, in their sole and absolute
discretion, (a) to construe and interpret the Program; (b) to define the terms
used herein; (c) to determine the individuals to whom options and restricted
shares and rights to purchase shares shall be granted under the Program; (d) to
determine the time or times at which options and restricted shares, rights to
purchase shares or other awards shall be granted under the Program; (e) to
determine the number and type of shares or securities subject to each option,
restricted share, purchase right or other award, the duration of each award
granted under the Program, and the price of any share purchase; (f) to determine
all of the other terms and conditions of options, restricted shares, purchase
rights and other awards granted under the Program; and (g) to make all other
determinations necessary or advisable for the administration of the Program and
to do everything necessary or appropriate to administer the Program; provided,
however, that the Board shall establish the price for all shares issued
hereunder. All decisions, determinations, and interpretations made by the
Program Administrators shall be binding and conclusive on all participants in
the Program (the "Plan Participants") and on their legal representatives, heirs
and beneficiaries.

     Article 3. Maximum Number of Shares Subject to the Program. Subject to the
provisions of Article 7, the maximum aggregate number of shares of Common Stock
subject to the Program shall be one million four hundred thousand (1,400,000)
shares. Subject to the limitation contained in Section 2 of Part 1, the maximum
number of shares of common stock issuable pursuant to the Program to any single
Program Participant in any given fiscal year shall be 700,000 shares. The Board
of Directors of the Company shall make recommendations to the Program
Administrators from time to time with respect to the allocation of the shares
reserved under the Program for the directors, officers, employees and agents of
the Company and its subsidiaries. The shares of Common Stock issued under the
Program may be authorized but unissued shares, shares issued and reacquired by
the Company or shares purchased by the Company on the open market. If any of the
options granted under the Program expire or terminate for any reason before they
have been exercised in full, the unpurchased shares subject to those expired or
terminated options shall cease to reduce the number of shares available for
purposes of the Program. If the conditions associated with the grant of
restricted shares are not achieved within the period specified for satisfaction
of the applicable conditions, or if the restricted share grant terminates for
any reason before the date on which the conditions must be satisfied, the shares
of Common Stock associated with such restricted shares shall cease to reduce the
number of shares available for purposes of the Program.

                                                                          Page 2

<PAGE>


     The proceeds received by the Company from the sale of its Common Stock
pursuant to the exercise of options, transfer of restricted shares or issuance
of stock purchased under the Program, if in the form of cash, shall be added to
the Company's general funds and used for general corporate purposes.

     Notwithstanding anything to the contrary in this Program, at no time that
the Program is subject to qualification under the Delaware Corporation Law shall
the total number of shares issuable upon exercise of all outstanding options and
the total number of shares provided for under any stock bonus or similar plan of
the Company exceed the applicable percentage as calculated in accordance with
the conditions and exclusions based on the number of shares of the Company which
are outstanding at the time the calculation is made, unless such limitation is
approved in accordance with such Delaware Law.

     Article 4. Eligibility and Participation. Officers, employees, directors
(whether employee directors or non-employee directors), and independent
contractors or agents of the Company or its subsidiaries who are responsible for
or contribute to the management, growth or profitability of the business of the
Company or its subsidiaries shall be eligible for selection by the Program
Administrators to participate in the Program. Consultants or advisors of the
Company or its subsidiaries shall be eligible to receive awards under the
Program.

     The term "subsidiary" as used herein means any company, other than the
Company, in an unbroken chain of companies, beginning with the Company if, at
the time of any grant hereunder, each of the companies, other than the last
company in the unbroken chain, owns stock possessing more than 50% of the total
combined voting power of all classes of stock in one of the other companies in
such chain.

     Article 5. Effective Date and Term of Program. The Program became effective
November 17,2000 upon its adoption by the Board of Directors of the Company. The
Program shall continue in effect for a term of 5 years unless sooner terminated
under Article 8 of these General Provisions.

     Article 6. Adjustments. If the outstanding shares of Common Stock are
increased, decreased, changed into, or exchanged for a different number or kind
of shares or securities through merger, consolidation, combination, exchange of
shares, other reorganization, recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and proportionate
adjustment shall be made in the maximum number and kind of shares as to which
options and restricted shares may be granted under this Program. A corresponding
adjustment changing the number and kind of shares allocated to unexercised
options, restricted shares, or portions thereof, which shall have been granted
prior to any such change, shall likewise be made. Any such adjustment in
outstanding options shall be made without change in the aggregate purchase price
applicable to the unexercised portion of the option, but with a corresponding
adjustment in the price for each share or other unit of any security covered by
the option.

     Article 7. Termination and Amendment of Program. The Program shall
terminate five (5) years from the date the Program is adopted by the Board of
Directors, or, if applicable, the date a particular Plan is approved by the

                                                                          Page 3

<PAGE>


stockholders, or shall terminate at such earlier time as the Board of Directors
may so determine. No options shall be granted and no stock shall be sold and
purchased under the Program after that date.



     Article 8. Prior Rights and Obligations. No amendment, suspension, or
termination of the Program shall, without the consent of the individual who has
received a bonus or Deferral option, alter or impair any of that individual's
rights or obligations under any option or restricted share granted or shares
sold and purchased under the Program prior to that amendment, suspension, or
termination.


     Article 9. Privileges of Stock Ownership. Notwithstanding the exercise of
any option granted pursuant to the terms of this Program, the achievement of any
conditions specified in any restricted share granted pursuant to the terms of
this Program or the election to purchase any shares pursuant to the terms of
this Program, no individual shall have any of the rights or privileges of a
stockholder of the Company in respect of any shares of stock issuable upon the
exercise of his or her option, the satisfaction of his or her restricted share
conditions or the sale, purchase and issuance of such purchased shares until
certificates representing the shares have been issued and delivered.


     Article 10. Reservation of Shares of Common Stock. The Company, during the
term of this Program, will at all times reserve and keep available such number
of shares of its Common Stock as shall be sufficient to satisfy the requirements
of the Program. In addition, the Company will from time to time, as is necessary
to accomplish the purposes of this Program, seek or obtain from any regulatory
agency having jurisdiction any requisite authority in order to issue and sell
shares of Common Stock hereunder. The inability of the Company to obtain from
any regulatory agency having jurisdiction the authority deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any shares of its
stock hereunder shall relieve the Company of any liability in respect of the
nonissuance or sale of the stock as to which the requisite authority shall not
have been obtained.

     Article 11. Tax Withholding. The exercise of any option or restricted share
granted or the sale and issuance of any shares to be purchased under this
Program are subject to the condition that if at any time the Company shall
determine, in its discretion, that the satisfaction of withholding tax or other
withholding liabilities under any state or federal law is necessary or desirable
as a condition of, or in connection with, such exercise or the delivery or
purchase of shares pursuant thereto, then in such event, the exercise of the
option or restricted share or the sale and issuance of any shares to be
purchased shall not be effective unless such withholding shall have been
effected or obtained in a manner acceptable to the Company. At the Company's
sole and absolute discretion, the Company may, from time to time, accept shares
of the Company's Common Stock subject to one of the Plans as the source of
payment for such liabilities.

     Article 12. Compliance with Law. It is the express intent of the Company
that this Program complies in all respect with all applicable provisions of
state and federal law, including without limitation any appropriate code under
Delaware Corporation Law to the extent such Section is applicable to the

                                                                          Page 4

<PAGE>


Company. It is the express intent of the Company that when any equity security
of the Company is registered pursuant to Section 12 of the Exchange Act, this
Program shall comply in all respects with applicable provisions of the Rule
16b-3 or Rule 16a-1(c)(3) under the Exchange Act in connection with any grant of
awards to, or other transaction by, a Plan Participant who is subject to Section
16 of the Exchange Act (except for transactions exempted under alternative
Exchange Act rules). Accordingly, if any provision of the Program or any
agreement relating to any award thereunder does not comply with Rule 16b-3 or
Rule 16a-1(c)(3) as then applicable to any such transaction, such provision will
be construed or deemed amended to the extent necessarily to conform to the
applicable requirements of Rule 16b-3 or Rule 16a-1(c)(3) so that such Plan
Participant shall avoid liability under Section 16(b) and the Program shall
comply as then applicable to any such transaction. Unless otherwise provided in
any grant or award to any person who is or may thereafter be subject to Section
16 of the Exchange Act, the approval of such grant or award shall include the
approval of the disposition of the Company of Company equity securities for the
purposes of satisfying the payment of the exercise or purchase price or tax
withholding obligations related to such grant or award within the meaning of
Rules 16a-1(c)(3) and 16b-3(e).

     Article 13. Indemnification. No Program Administrator, as that term is
defined in the Program, or any officer or employee of the Company or an
affiliate acting at the direction or on behalf of the Program Administrator
shall be personally liable for any action or determination taken or made in good
faith with respect to the Program, and shall, to the extent permitted by law, be
fully indemnified and protected by the Company with respect to any such action
or determination.

     Article 14. Death Beneficiaries. In the event of a Plan Participant's
death, all of such person's outstanding awards, including his or her rights to
receive any accrued but unpaid Stock Payments, will transfer to the maximum
extent permitted by law to such person's beneficiary. Each Plan Participant may
name, from time to time, any beneficiary or beneficiaries (which may be named
contingently or successively) as his or her beneficiary for purposes of this
Program. Each designation shall be on a form prescribed by the Program
Administrators, will be effective only when delivered to the Company, and when
effective will revoke all prior designations by the Plan Participant. If a Plan
Participant dies with no such beneficiary designation in effect, such person's
beneficiary shall be his or her estate and such person's awards will be
transferable by will or pursuant to laws of descent and distribution applicable
to such person.

     Article 15. Unfunded Program. The Program shall be unfunded and the Company
shall not be required to segregate any assets that may at any time be
represented by awards under the Program. Neither the Company, its affiliates,
the Program Administrators, nor the Board shall be deemed to be a trustee of any
amounts to be paid under the Program nor shall anything contained in the Program
or any action taken pursuant to its provisions create or be construed to create
a fiduciary relationship between any such party and a Plan Participant or anyone
claiming on his or her behalf. To the extent a Plan Participant or any other
person acquires a right to receive payment pursuant to an award under the
Program, such right shall be no greater than the right of an unsecured general
creditor of the Company.

                                                                          Page 5

<PAGE>


     Article 16. Choice of Law and Venue. The Program and all related documents
shall be governed by, and construed in accordance with, the laws of the State of
Delaware. Acceptance of an award shall be deemed to constitute consent to the
jurisdiction and venue of the state and federal courts located in Dover, State
of Delaware for all purposes in connection with any suit, action or other
proceeding relating to such award, including the enforcement of any rights under
the Program or any agreement or other document, and shall be deemed to
constitute consent to any process or notice of motion in connection with such
proceeding being served by certified or registered mail or personal service
within or without the State of Delaware, provided a reasonable time for
appearance is allowed.

     Article 17 Arbitration. Any disputes involving the Program will be resolved
by arbitration in the City of Dover, Delaware before one (1) arbitrator in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association.

     Article 18. Program Administrators' Right. Except as may be provided in an
award agreement, the Program Administrators may, in their discretion, waive any
restrictions or conditions applicable to, extend or modify any period (including
any period in which an option or other exercisable award may be exercised,
subject to the requirements of the Code) applicable to, or accelerate the
vesting of, any award (other than the right to purchase shares pursuant to the
Stock Purchase Plan).

     Article 19. Termination of Benefits Under Certain Conditions. The Program
Administrators, in their sole and absolute discretion, may cancel any unexpired,
unpaid or deferred award (other than a right to purchase shares pursuant to the
Stock Purchase Plan) at any time if the Plan Participant is not in compliance
with all applicable provisions of the Program or any award agreement or if the
Plan Participant, whether or not he or she is currently employed by the Company
or one of its subsidiaries, acts in a manner contrary to the best interests of
the Company and its subsidiaries.

     Article 20. Conflicts in Program. In case of any conflict in the terms of
the Program, or between the Program and an award agreement, the provisions in
the Program which specifically grant such award shall control, and the
provisions in the Program shall control over the provisions in any award
agreement.

     Article 21. Information to Plan Participants. To the extent required by
applicable law, the Company shall provide Plan Participants with the Company's
financial statements at least annually.

                                                                          Page 6
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                      HIGHLAND HOLDINGS INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                             98-0179679
 -----------------------------                              -----------------
(STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                    6227 HIGHWAY 393 CRESTVIEW, FLORIDA 32539
                     --------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                            EMPLOYEE STOCK BONUS PLAN
                               ------------------
                              (Full title of Plan)

                            JOHN DEMOLEAS, PRESIDENT
                      HIGHLAND HOLDINGS INTERNATIONAL, INC.
                                6227 HIGHWAY 393
                            CRESTVIEW, FLORIDA 32539
                      -------------------------------------
                     (Name and address of agent for service)

                                 (905) 812-9088
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                            Proposed Maximum    Proposed Maximum
 Title of Securities          Amount to be      Offering Price per  Aggregate Offering       Amount of
   to be Registered          Registered (1)         Share (2)             Price           Registration Fee
----------------------------------------------------------------------------------------------------------
Common Stock, $.001 par    1,400,000 shares         $  .02             $28,000.00           $
   Value Per Share
----------------------------------------------------------------------------------------------------------

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan(s) described herein.

(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for the
purpose of calculating the registration fee, based on the average of the bid and
asked prices of the Company's common stock as reported within five business days
prior to the date of this filing.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

          *

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933 (the "Securities Act"). Such document(s) are not
being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously or concurrently filed by the Company with the
Commission are hereby incorporated by reference into this Registration
Statement:

(a)  The Company's Report on Form 10-SB with year end financials for the year
     ended December 31, 1999 (the "Annual Report") filed by the Company (SEC
     File No. 000-28461) under the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"), with the Commission on December 10, 1999 and amended
     on February 8, 2000; March 4, 2000; June 30, 2000 and October 19, 2000
(b)  All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
     Act since the end of the fiscal year covered by the Annual Report referred
     to in (a) above including the Company?s Quarterly Reports on Form 10-QSB
     for the fiscal quarters ended March 31, 2000, June 30, 2000 and September
     30, 2000; and
(c)  All documents subsequently filed by the Company pursuant to Sections 13(a),
     13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
     prior to the filing of a post-effective amendment which indicates that all
     securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference
     and to be part hereof from the date of filing of such documents.

     Any statement contained in the documents incorporated, or deemed to be
     incorporated, by reference herein or therein shall be deemed to be modified
     or superseded for purposes of this Registration Statement and the
     prospectus which is a part hereof (the "Prospectus") to the extent that a
     statement contained herein or therein or in any other subsequently filed
     document which also is, or is deemed to be, incorporated by reference
     herein or therein modifies or supersedes such statement. Any such statement
     so modified or superseded shall not be deemed, except as so modified or
     superseded, to constitute a part of this Registration Statement and the
     Prospectus.

     All documents incorporated by reference herein will be made available to
     all participants in the Employee Stock Bonus Plan without charge, upon
     written or oral request. Other documents required to be delivered to
     participants pursuant to Rule 428(b)(1) under the Securities Act of 1933
     are also available without charge, upon written or oral request. All
     requests for documents shall be directed to:

                                  John Demoleas
                      Highland Holdings International, Inc.
                                6227 Highway 393
                            Crestview, Florida 32359
                                 (905) 812-9088

ITEM 4.   DESCRIPTION OF SECURITIES.

There are 20,000,000 authorized shares of Common Stock $.001 par value per
share. The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. In addition,
such holders are entitled to receive ratably such dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available therefore, subject to the payment of preferential dividends with
respect to any Preferred Stock that from time to time may be outstanding. In the
event of the dissolution, liquidation or winding-up of the Company and subject
to the prior distribution rights of the holders of any Preferred Stock that may
be outstanding at that time, all outstanding shares of Common Stock are fully
paid and nonassessable. The Company?s Certificate and Articles of Incorporation,
as amended, and Bylaws do not provide for preemptive rights or cumulative voting
rights for stockholders. Additionally, there are no provisions in the
aforementioned documents that would delay, defer or prevent a change in control
of the Company.
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is a Delaware corporation. Section 145 of the Delaware Corporation
Law (the "DCL") provides authority for broad indemnification of officers,
directors, employees and agents of a corporation, with certain specified
exceptions.

Article VII of the Company's Restated Articles of Incorporation provides that
the Company shall have the power to indemnify its directors, officers, employees
and agents to the fullest extent allowed by the DCA.

At the present time, the Company does not have any officer-director liability
insurance, nor does the Company have indemnification agreements with any of its
directors, officers, employees or agents.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.   EXHIBITS.

See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Company hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to the Registration Statement
               which Exhibit Index is incorporated herein by reference

                    a.) To include any prospectus required by Section 10(a)(3)
                    of the Securities Act;
                    b.) 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;
                    c.) 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 1(a) and 1(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering.

     (3) To remove from registration by means of 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 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and, is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person 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.

   (C) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
SIGNATURES

The Registrant: Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Englewood Cliffs, State of New Jersey, on November
17, 2000.

HIGHLAND HOLDINGS INTERNATIONAL, INC.

By:  /s/  John Demoleas
   -------------------------------
          John Demoleas, President

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

By:  /s/  John Demoleas                    By:  /s/  George Nadas
   -----------------------------              --------------------------------
          John Demoleas                              George Nadas
          Director, President                        Director and Secretary
          November 17, 2000                          November 17, 2000
HIGHLAND HOLDINGS INTERNATIONAL, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

EXHIBIT NO.         DESCRIPTION

4.3                 Employee Stock Bonus Plan

4.4                 Specimen Share Certificate

4.5                 Opinion of the Law Office of Ina P. Kagel, as to the
                    validity of the securities registered hereunder.

4.6                 Consent of the accounting firm Thomas Monaghan.

EXHIBITS PREVIOUSLY FILED

4.1                 Articles of Incorporation of the Registrant, as amended.

4.2                 Bylaws of the Corporation
HIGHLAND HOLDINGS INTERNATIONAL, INC.
                         2000 STOCK COMPENSATION PROGRAM

     1. Purpose. This 2000 STOCK COMPENSATION PROGRAM (the "Program") is
intended to secure for Highland Holdings International, Inc., a Delaware
corporation (the "Company"), its subsidiaries, and its stockholders the benefits
arising from ownership of the Company's common stock (the "Common Stock") by
those selected individuals of the Company and its subsidiaries, who will be
responsible for the future growth of such corporations. The Program is designed
to help attract and retain superior personnel for positions of substantial
responsibility with the Company and its subsidiaries, and to provide individuals
with an additional incentive to contribute to the success of the corporations.

     2. Elements of the Program.
        ------------------------

     The Program is composed of various parts, and may be amended to add or
subtract parts as the Plan Administrators deem in the best interest of the
Company. The first part is the Stock Bonus Plan ("Bonus Plan") under which (i)
common stock shares are granted in lieu of cash to key employees and consultants
at their election as a bonus for performing duties essential in the growth of
the company in its' initial year. The second part is the Stock Deferral Plan
(Deferral) in which (i) payments of compensation in the forms of shares of
common stock (deferred payments) are granted; and (ii) rights to receive cash or
shares of common stock based on the amount of income deferred (up to 1/3 of
gross income). The third part is the Executive Stock Option Plan (the "Executive
Plan") under which (i) units representing the equivalent of shares of Common
Stock (the "Performance Shares") are granted; (ii) payments of compensation in
the form of shares of Common Stock (the "Stock Payments") are granted; and (iii)
rights to receive cash or shares of Common Stock as a bonus, based on the
performance of the executive or Key Independent Contractor (Bonus Shares). The
fourth part is the Stock Compensation Plan ("Compensation Plan") under which the
Plan Administrators are authorized to offer employees and key independent
contractors common stock in exchange for compensation owed them in excess of the
amount deferred under plan II and any other debt owed them by the company.

     3. Applicability of General Provisions. Unless any Plan specifically
indicates to the contrary, all Plans shall be subject to the General Provisions
of the Program set forth below.

     4. Administration of the Program and the Plans. The Highland Holdings
International, Inc. 2000 Stock Compensation Program shall be administered,
construed, governed and amended in accordance with their respective terms. The
Plans as elements of the program shall be administered, construed, governed, and
amended in accordance with their respective terms.

                                                                          Page 1
GENERAL PROVISIONS OF STOCK COMPENSATION PROGRAM

     Article 1. Administration. The Program shall be administered by the
Company's Board of Directors (the "Program Administrators"). The Program
Administrators shall hold meetings at such times and places as they may
determine and as necessary to approve all grants and other transactions under
the Program as required under Rule 16b-3(d) under the Exchange Act, shall keep
minutes of their meetings, and shall adopt, amend, and revoke such rules and
procedures as they may deem proper with respect to the Program. Any action of
the Program Administrators shall be taken by majority vote or the unanimous
written consent of the Program Administrators.

     Article 2. Authority of Program Administrators. Subject to the other
provisions of this Program, and with a view to effecting its purpose, the
Program Administrators shall have sole authority, in their sole and absolute
discretion, (a) to construe and interpret the Program; (b) to define the terms
used herein; (c) to determine the individuals to whom options and restricted
shares and rights to purchase shares shall be granted under the Program; (d) to
determine the time or times at which options and restricted shares, rights to
purchase shares or other awards shall be granted under the Program; (e) to
determine the number and type of shares or securities subject to each option,
restricted share, purchase right or other award, the duration of each award
granted under the Program, and the price of any share purchase; (f) to determine
all of the other terms and conditions of options, restricted shares, purchase
rights and other awards granted under the Program; and (g) to make all other
determinations necessary or advisable for the administration of the Program and
to do everything necessary or appropriate to administer the Program; provided,
however, that the Board shall establish the price for all shares issued
hereunder. All decisions, determinations, and interpretations made by the
Program Administrators shall be binding and conclusive on all participants in
the Program (the "Plan Participants") and on their legal representatives, heirs
and beneficiaries.

     Article 3. Maximum Number of Shares Subject to the Program. Subject to the
provisions of Article 7, the maximum aggregate number of shares of Common Stock
subject to the Program shall be one million four hundred thousand (1,400,000)
shares. Subject to the limitation contained in Section 2 of Part 1, the maximum
number of shares of common stock issuable pursuant to the Program to any single
Program Participant in any given fiscal year shall be 700,000 shares. The Board
of Directors of the Company shall make recommendations to the Program
Administrators from time to time with respect to the allocation of the shares
reserved under the Program for the directors, officers, employees and agents of
the Company and its subsidiaries. The shares of Common Stock issued under the
Program may be authorized but unissued shares, shares issued and reacquired by
the Company or shares purchased by the Company on the open market. If any of the
options granted under the Program expire or terminate for any reason before they
have been exercised in full, the unpurchased shares subject to those expired or
terminated options shall cease to reduce the number of shares available for
purposes of the Program. If the conditions associated with the grant of
restricted shares are not achieved within the period specified for satisfaction
of the applicable conditions, or if the restricted share grant terminates for
any reason before the date on which the conditions must be satisfied, the shares
of Common Stock associated with such restricted shares shall cease to reduce the
number of shares available for purposes of the Program.

                                                                          Page 2
The proceeds received by the Company from the sale of its Common Stock
pursuant to the exercise of options, transfer of restricted shares or issuance
of stock purchased under the Program, if in the form of cash, shall be added to
the Company's general funds and used for general corporate purposes.

     Notwithstanding anything to the contrary in this Program, at no time that
the Program is subject to qualification under the Delaware Corporation Law shall
the total number of shares issuable upon exercise of all outstanding options and
the total number of shares provided for under any stock bonus or similar plan of
the Company exceed the applicable percentage as calculated in accordance with
the conditions and exclusions based on the number of shares of the Company which
are outstanding at the time the calculation is made, unless such limitation is
approved in accordance with such Delaware Law.

     Article 4. Eligibility and Participation. Officers, employees, directors
(whether employee directors or non-employee directors), and independent
contractors or agents of the Company or its subsidiaries who are responsible for
or contribute to the management, growth or profitability of the business of the
Company or its subsidiaries shall be eligible for selection by the Program
Administrators to participate in the Program. Consultants or advisors of the
Company or its subsidiaries shall be eligible to receive awards under the
Program.

     The term "subsidiary" as used herein means any company, other than the
Company, in an unbroken chain of companies, beginning with the Company if, at
the time of any grant hereunder, each of the companies, other than the last
company in the unbroken chain, owns stock possessing more than 50% of the total
combined voting power of all classes of stock in one of the other companies in
such chain.

     Article 5. Effective Date and Term of Program. The Program became effective
November 17,2000 upon its adoption by the Board of Directors of the Company. The
Program shall continue in effect for a term of 5 years unless sooner terminated
under Article 8 of these General Provisions.

     Article 6. Adjustments. If the outstanding shares of Common Stock are
increased, decreased, changed into, or exchanged for a different number or kind
of shares or securities through merger, consolidation, combination, exchange of
shares, other reorganization, recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and proportionate
adjustment shall be made in the maximum number and kind of shares as to which
options and restricted shares may be granted under this Program. A corresponding
adjustment changing the number and kind of shares allocated to unexercised
options, restricted shares, or portions thereof, which shall have been granted
prior to any such change, shall likewise be made. Any such adjustment in
outstanding options shall be made without change in the aggregate purchase price
applicable to the unexercised portion of the option, but with a corresponding
adjustment in the price for each share or other unit of any security covered by
the option.

     Article 7. Termination and Amendment of Program. The Program shall
terminate five (5) years from the date the Program is adopted by the Board of
Directors, or, if applicable, the date a particular Plan is approved by the

                                                                          Page 3
stockholders, or shall terminate at such earlier time as the Board of Directors
may so determine. No options shall be granted and no stock shall be sold and
purchased under the Program after that date.

     Article 8. Prior Rights and Obligations. No amendment, suspension, or
termination of the Program shall, without the consent of the individual who has
received a bonus or Deferral option, alter or impair any of that individual's
rights or obligations under any option or restricted share granted or shares
sold and purchased under the Program prior to that amendment, suspension, or
termination.

     Article 9. Privileges of Stock Ownership. Notwithstanding the exercise of
any option granted pursuant to the terms of this Program, the achievement of any
conditions specified in any restricted share granted pursuant to the terms of
this Program or the election to purchase any shares pursuant to the terms of
this Program, no individual shall have any of the rights or privileges of a
stockholder of the Company in respect of any shares of stock issuable upon the
exercise of his or her option, the satisfaction of his or her restricted share
conditions or the sale, purchase and issuance of such purchased shares until
certificates representing the shares have been issued and delivered.

     Article 10. Reservation of Shares of Common Stock. The Company, during the
term of this Program, will at all times reserve and keep available such number
of shares of its Common Stock as shall be sufficient to satisfy the requirements
of the Program. In addition, the Company will from time to time, as is necessary
to accomplish the purposes of this Program, seek or obtain from any regulatory
agency having jurisdiction any requisite authority in order to issue and sell
shares of Common Stock hereunder. The inability of the Company to obtain from
any regulatory agency having jurisdiction the authority deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any shares of its
stock hereunder shall relieve the Company of any liability in respect of the
nonissuance or sale of the stock as to which the requisite authority shall not
have been obtained.

     Article 11. Tax Withholding. The exercise of any option or restricted share
granted or the sale and issuance of any shares to be purchased under this
Program are subject to the condition that if at any time the Company shall
determine, in its discretion, that the satisfaction of withholding tax or other
withholding liabilities under any state or federal law is necessary or desirable
as a condition of, or in connection with, such exercise or the delivery or
purchase of shares pursuant thereto, then in such event, the exercise of the
option or restricted share or the sale and issuance of any shares to be
purchased shall not be effective unless such withholding shall have been
effected or obtained in a manner acceptable to the Company. At the Company's
sole and absolute discretion, the Company may, from time to time, accept shares
of the Company's Common Stock subject to one of the Plans as the source of
payment for such liabilities.

     Article 12. Compliance with Law. It is the express intent of the Company
that this Program complies in all respect with all applicable provisions of
state and federal law, including without limitation any appropriate code under
Delaware Corporation Law to the extent such Section is applicable to the

                                                                          Page 4
Company. It is the express intent of the Company that when any equity security
of the Company is registered pursuant to Section 12 of the Exchange Act, this
Program shall comply in all respects with applicable provisions of the Rule
16b-3 or Rule 16a-1(c)(3) under the Exchange Act in connection with any grant of
awards to, or other transaction by, a Plan Participant who is subject to Section
16 of the Exchange Act (except for transactions exempted under alternative
Exchange Act rules). Accordingly, if any provision of the Program or any
agreement relating to any award thereunder does not comply with Rule 16b-3 or
Rule 16a-1(c)(3) as then applicable to any such transaction, such provision will
be construed or deemed amended to the extent necessarily to conform to the
applicable requirements of Rule 16b-3 or Rule 16a-1(c)(3) so that such Plan
Participant shall avoid liability under Section 16(b) and the Program shall
comply as then applicable to any such transaction. Unless otherwise provided in
any grant or award to any person who is or may thereafter be subject to Section
16 of the Exchange Act, the approval of such grant or award shall include the
approval of the disposition of the Company of Company equity securities for the
purposes of satisfying the payment of the exercise or purchase price or tax
withholding obligations related to such grant or award within the meaning of
Rules 16a-1(c)(3) and 16b-3(e).

     Article 13. Indemnification. No Program Administrator, as that term is
defined in the Program, or any officer or employee of the Company or an
affiliate acting at the direction or on behalf of the Program Administrator
shall be personally liable for any action or determination taken or made in good
faith with respect to the Program, and shall, to the extent permitted by law, be
fully indemnified and protected by the Company with respect to any such action
or determination.

     Article 14. Death Beneficiaries. In the event of a Plan Participant's
death, all of such person's outstanding awards, including his or her rights to
receive any accrued but unpaid Stock Payments, will transfer to the maximum
extent permitted by law to such person's beneficiary. Each Plan Participant may
name, from time to time, any beneficiary or beneficiaries (which may be named
contingently or successively) as his or her beneficiary for purposes of this
Program. Each designation shall be on a form prescribed by the Program
Administrators, will be effective only when delivered to the Company, and when
effective will revoke all prior designations by the Plan Participant. If a Plan
Participant dies with no such beneficiary designation in effect, such person's
beneficiary shall be his or her estate and such person's awards will be
transferable by will or pursuant to laws of descent and distribution applicable
to such person.

     Article 15. Unfunded Program. The Program shall be unfunded and the Company
shall not be required to segregate any assets that may at any time be
represented by awards under the Program. Neither the Company, its affiliates,
the Program Administrators, nor the Board shall be deemed to be a trustee of any
amounts to be paid under the Program nor shall anything contained in the Program
or any action taken pursuant to its provisions create or be construed to create
a fiduciary relationship between any such party and a Plan Participant or anyone
claiming on his or her behalf. To the extent a Plan Participant or any other
person acquires a right to receive payment pursuant to an award under the
Program, such right shall be no greater than the right of an unsecured general
creditor of the Company.

                                                                          Page 5
Article 16. Choice of Law and Venue. The Program and all related documents
shall be governed by, and construed in accordance with, the laws of the State of
Delaware. Acceptance of an award shall be deemed to constitute consent to the
jurisdiction and venue of the state and federal courts located in Dover, State
of Delaware for all purposes in connection with any suit, action or other
proceeding relating to such award, including the enforcement of any rights under
the Program or any agreement or other document, and shall be deemed to
constitute consent to any process or notice of motion in connection with such
proceeding being served by certified or registered mail or personal service
within or without the State of Delaware, provided a reasonable time for
appearance is allowed.

     Article 17 Arbitration. Any disputes involving the Program will be resolved
by arbitration in the City of Dover, Delaware before one (1) arbitrator in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association.

     Article 18. Program Administrators' Right. Except as may be provided in an
award agreement, the Program Administrators may, in their discretion, waive any
restrictions or conditions applicable to, extend or modify any period (including
any period in which an option or other exercisable award may be exercised,
subject to the requirements of the Code) applicable to, or accelerate the
vesting of, any award (other than the right to purchase shares pursuant to the
Stock Purchase Plan).

     Article 19. Termination of Benefits Under Certain Conditions. The Program
Administrators, in their sole and absolute discretion, may cancel any unexpired,
unpaid or deferred award (other than a right to purchase shares pursuant to the
Stock Purchase Plan) at any time if the Plan Participant is not in compliance
with all applicable provisions of the Program or any award agreement or if the
Plan Participant, whether or not he or she is currently employed by the Company
or one of its subsidiaries, acts in a manner contrary to the best interests of
the Company and its subsidiaries.

     Article 20. Conflicts in Program. In case of any conflict in the terms of
the Program, or between the Program and an award agreement, the provisions in
the Program which specifically grant such award shall control, and the
provisions in the Program shall control over the provisions in any award
agreement.

     Article 21. Information to Plan Participants. To the extent required by
applicable law, the Company shall provide Plan Participants with the Company's
financial statements at least annually.

                                                                          Page 6