<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

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

                             MICROSIGNAL CORPORATION
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                   NEVADA                                 88-0231200
      ----------------------------------                 ----------------
         (State or other Jurisdiction                    (I.R.S. Employer
       of Incorporation or Organization)                 Identification No.)

     345 Southpointe Boulevard Canonsburg, PA                15317
   ---------------------------------------------           ----------
      (Address of Principal Executive Offices)             (Zip Code)

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

                          CONSULTING SERVICES CONTRACT
                              (Full Title of Plan)

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

                                Matthew McConaghy
                             Chief Executive Officer
                            345 Southpointe Boulevard
                              Canonsburg, PA 15317
                     (Name and Address of agent for service)

                                  724-746-9476
          -------------------------------------------------------------
          (Telephone Number, including area code, of agent for service)
          -------------------------------------------------------------

                          COPIES OF COMMUNICATIONS TO:
                               Brian Dvorak, Esq.
                            Dvorak & Associates, Ltd.
                             Las Vegas, Nevada 89113
                              Phone: (702) 768-2960
                               Fax: (702) 920-8732

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

                                        PROPOSED    PROPOSED
                                        MAXIMUM     MAXIMUM
                                        OFFERING    AGGREGATE   AMOUNT OF
TITLE OF SECURITIES   AMOUNT TO BE      PRICE       OFFERING    REGISTRATION
TO BE REGISTERED      REGISTERED(1)     PER UNIT    PRICE       FEE (2)
=============================================================================
Common Stock,          930,000 shares   $0.07       $65,100    $85.15
par value
$.001 per share
================================================================================
(1)  This  Registration  Statement relates to 930,000 shares of the Registrant's
     Common Stock, par value $.001 per share, to be issued pursuant to the terms
     of the Consulting Services Contracts.

(2)  Pursuant  to Rule  457(c) of the  Securities  Act of 1933 (the  "Securities
     Act") the registration fee is calculated on the basis of the average of the
     bid and ask prices for the Common  Stock as quoted on the  Over-the-Counter
     Bulletin Board on April 25, 2003.

<PAGE>


                                       PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act, and are incorporated herein by reference.

ITEM 1. PLAN INFORMATION

     The information required to be provided pursuant to this Item to the
individual participant, Antal Markus is set forth in the consulting services
contract, dated May 1, 2003 (the "Consulting Services Contracts"). See Exhibit
4.1.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Written statement required to be provided to participants pursuant to this
Item 2:

     We will provide without charge to each participant in the Consulting
Services Contract, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this
Registration Statement. Requests may be forwarded to MicroSignal Corporation,
345 Southpointe Boulevard Canonsburg, PA 15317 Phone: 724-746-9476.


                                      2
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The contents of the following documents filed by MicroSignal Corporation, a
Nevada corporation ("MSGL" or the "Registrant"), with the Securities and
Exchange Commission (the "Commission") are hereby incorporated into this
registration statement ("Registration Statement") by reference:

          (i) Registrant Statement on Form 10SB12G, filed on October 10, 2000
     filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
     amended ("Exchange Act"); and

          (ii) Registrant's quarterly reports on Form 10-QSB for the quarters
     ended March 31, 2001, June 30, 2001,September 30, 2001, March 31, 2002,
     June 30, 2002 and September 30, 2003.

          (iii) Registrants annual report on Form 10-KSB for the years ended
     December 31, 2001 and December 31, 2002.

     All documents filed by us with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing date of this
Registration Statement and prior to the filing of a post- effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which registers all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. We will provide without
charge to the participant in the written compensation contract, upon written or
oral request of such person, a copy (without exhibits, unless such exhibits are
specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

          As permitted by the provisions of the Nevada Revised Statutes (the
          NRS), the Company has the power to indemnify any person made a party
          to an action, suit or proceeding by reason of the fact that they are
          or were a director, officer, employee or agent of the Company, against
          expenses, judgments, fines and amounts paid in settlement actually and
          reasonably incurred by them in connection with any such action, suit
          or proceeding if they acted in good faith and in a manner which they
          reasonably believed to be in, or not opposed to, the best interest of
          the Company and, in any criminal action or proceeding, they had no
          reasonable cause to believe their conduct was unlawful. Termination of
          any action, suit or proceeding by judgment, order, settlement,
          conviction, or upon a plea of nolo contendere or its equivalent, does
          not, of itself, create a presumption that the person did not act in
          good faith and in a manner which they reasonably believed to be in or
          not opposed to the best interests of the Company, and, in any criminal
          action or proceeding, they had no reasonable cause to believe their
          conduct was unlawful.

     The Company must indemnify a director, officer, employee or agent of the
Company who is successful, on the merits or otherwise, in the defense of any
action, suit or proceeding, or in defense of any claim, issue, or matter in the
proceeding, to which they are a party because they are or were a director,
officer employee or agent of the Company against expenses actually and
reasonably incurred by them in connection with the defense.

     The Company may provide to pay the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding as the
expenses are incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that they are not entitled to be indemnified by
the Company.

     The NRS also permits a corporation to purchase and maintain liability
insurance or make other financial arrangements on behalf of any person who is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise for
any liability asserted against them and liability and expenses incurred by them
in their capacity as a director, officer, employee or agent, or arising out of
their status as such, whether or not the Company has the authority to indemnify
them against such liability and expenses. Presently, the Company does not carry
such insurance.

                                        3
<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.



ITEM 8.  EXHIBITS

Exhibit No.                Description of Exhibits

 3.1 Certificate of Incorporation of the Company (filed as Exhibit 3a to the
     Company's Registration Statement on Form 10SB as filed with the Commission
     on October 10, 2003).

 3.2 Bylaws of the Company(filed as Exhibit 3b to the Company's Registration
     Statement on Form 10SB as filed with the Commission on October 10, 2003).

 4.1 Consulting Services Contracts dated May 1, 2003 between Microsignal
     Corporation and Antal Markus. (filed herewith).

 5.1 Opinion of Brian Dvorak, Esq. (Filed herewith).

23.1 Consent of Malone & Bailey, PLLC (Filed herewith).

23.2 Consent of Brian Dvorak, Esq. (Included in Exhibit 5.1).


ITEM 9. UNDERTAKINGS

        (a)  UNDERTAKING TO UPDATE

              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:

              (i) include any prospectus required by section 10(a)(3) of
the Securities Act;

              (ii) 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, represent a fundamental change in the information in the
Registration Statement; and

             (iii) 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;

                                        4
<PAGE>

        PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (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 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)  UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

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

        (c)   UNDERTAKING WITH RESPECT TO INDEMNIFICATION

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


                                        5

<PAGE>


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, Nevada, on this 29th
day of May, 2003.

                             MICROSIGNAL CORPORATION

                                  By: /s/ Matthew G. McConaghy
                                  ---------------------------
                                  Matthew G. McConaghy
                                  CHIEF EXECUTIVE OFFICER


        In accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated and on this 29th day of May, 2003.


         SIGNATURE                            TITLE
         ---------                            -----
 /s/ Matthew G. McConaghy              Chief Executive Officer
 ----------------------------------   (principal executive officer)
      Matthew G. McConaghy            and Chief Financial Officer


                                      6

<PAGE>
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{"company-data": {"conformed-name": "MICROSIGNAL CORP/NV", "cik": "0001116677", "assigned-sic": "5013", "irs-number": "880231200", "state-of-incorporation": "NV"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105636", "film-number": "03723081"}, "business-address": {"street1": "3927 EDMONTRIE NE BAY 8", "city": "CALGARY T2E 6T1"}, "former-company": {"former-conformed-name": "PRO GLASS TECHNOLOGIES INC", "date-changed": "20000615"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

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

                             MICROSIGNAL CORPORATION
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                   NEVADA                                 88-0231200
      ----------------------------------                 ----------------
         (State or other Jurisdiction                    (I.R.S. Employer
       of Incorporation or Organization)                 Identification No.)

     345 Southpointe Boulevard Canonsburg, PA                15317
   ---------------------------------------------           ----------
      (Address of Principal Executive Offices)             (Zip Code)

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

                          CONSULTING SERVICES CONTRACT
                              (Full Title of Plan)

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

                                Matthew McConaghy
                             Chief Executive Officer
                            345 Southpointe Boulevard
                              Canonsburg, PA 15317
                     (Name and Address of agent for service)

                                  724-746-9476
          -------------------------------------------------------------
          (Telephone Number, including area code, of agent for service)
          -------------------------------------------------------------

                          COPIES OF COMMUNICATIONS TO:
                               Brian Dvorak, Esq.
                            Dvorak & Associates, Ltd.
                             Las Vegas, Nevada 89113
                              Phone: (702) 768-2960
                               Fax: (702) 920-8732

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

                                        PROPOSED    PROPOSED
                                        MAXIMUM     MAXIMUM
                                        OFFERING    AGGREGATE   AMOUNT OF
TITLE OF SECURITIES   AMOUNT TO BE      PRICE       OFFERING    REGISTRATION
TO BE REGISTERED      REGISTERED(1)     PER UNIT    PRICE       FEE (2)
=============================================================================
Common Stock,          930,000 shares   $0.07       $65,100    $85.15
par value
$.001 per share
================================================================================
(1)  This  Registration  Statement relates to 930,000 shares of the Registrant's
     Common Stock, par value $.001 per share, to be issued pursuant to the terms
     of the Consulting Services Contracts.

(2)  Pursuant  to Rule  457(c) of the  Securities  Act of 1933 (the  "Securities
     Act") the registration fee is calculated on the basis of the average of the
     bid and ask prices for the Common  Stock as quoted on the  Over-the-Counter
     Bulletin Board on April 25, 2003.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act, and are incorporated herein by reference.

ITEM 1. PLAN INFORMATION

     The information required to be provided pursuant to this Item to the
individual participant, Antal Markus is set forth in the consulting services
contract, dated May 1, 2003 (the "Consulting Services Contracts"). See Exhibit
4.1.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Written statement required to be provided to participants pursuant to this
Item 2:

     We will provide without charge to each participant in the Consulting
Services Contract, upon written or oral request of such person, a copy (without
exhibits, unless such exhibits are specifically incorporated by reference) of
any or all of the documents incorporated by reference pursuant to this
Registration Statement. Requests may be forwarded to MicroSignal Corporation,
345 Southpointe Boulevard Canonsburg, PA 15317 Phone: 724-746-9476.

                                      2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The contents of the following documents filed by MicroSignal Corporation, a
Nevada corporation ("MSGL" or the "Registrant"), with the Securities and
Exchange Commission (the "Commission") are hereby incorporated into this
registration statement ("Registration Statement") by reference:

          (i) Registrant Statement on Form 10SB12G, filed on October 10, 2000
     filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
     amended ("Exchange Act"); and

          (ii) Registrant's quarterly reports on Form 10-QSB for the quarters
     ended March 31, 2001, June 30, 2001,September 30, 2001, March 31, 2002,
     June 30, 2002 and September 30, 2003.

          (iii) Registrants annual report on Form 10-KSB for the years ended
     December 31, 2001 and December 31, 2002.

     All documents filed by us with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the filing date of this
Registration Statement and prior to the filing of a post- effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which registers all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. We will provide without
charge to the participant in the written compensation contract, upon written or
oral request of such person, a copy (without exhibits, unless such exhibits are
specifically incorporated by reference) of any or all of the documents
incorporated by reference pursuant to this Item 3.

ITEM 4. DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

          As permitted by the provisions of the Nevada Revised Statutes (the
          NRS), the Company has the power to indemnify any person made a party
          to an action, suit or proceeding by reason of the fact that they are
          or were a director, officer, employee or agent of the Company, against
          expenses, judgments, fines and amounts paid in settlement actually and
          reasonably incurred by them in connection with any such action, suit
          or proceeding if they acted in good faith and in a manner which they
          reasonably believed to be in, or not opposed to, the best interest of
          the Company and, in any criminal action or proceeding, they had no
          reasonable cause to believe their conduct was unlawful. Termination of
          any action, suit or proceeding by judgment, order, settlement,
          conviction, or upon a plea of nolo contendere or its equivalent, does
          not, of itself, create a presumption that the person did not act in
          good faith and in a manner which they reasonably believed to be in or
          not opposed to the best interests of the Company, and, in any criminal
          action or proceeding, they had no reasonable cause to believe their
          conduct was unlawful.

     The Company must indemnify a director, officer, employee or agent of the
Company who is successful, on the merits or otherwise, in the defense of any
action, suit or proceeding, or in defense of any claim, issue, or matter in the
proceeding, to which they are a party because they are or were a director,
officer employee or agent of the Company against expenses actually and
reasonably incurred by them in connection with the defense.

     The Company may provide to pay the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding as the
expenses are incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that they are not entitled to be indemnified by
the Company.

     The NRS also permits a corporation to purchase and maintain liability
insurance or make other financial arrangements on behalf of any person who is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise for
any liability asserted against them and liability and expenses incurred by them
in their capacity as a director, officer, employee or agent, or arising out of
their status as such, whether or not the Company has the authority to indemnify
them against such liability and expenses. Presently, the Company does not carry
such insurance.

                                        3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

ITEM 8.  EXHIBITS

Exhibit No.                Description of Exhibits

 3.1 Certificate of Incorporation of the Company (filed as Exhibit 3a to the
     Company's Registration Statement on Form 10SB as filed with the Commission
     on October 10, 2003).

 3.2 Bylaws of the Company(filed as Exhibit 3b to the Company's Registration
     Statement on Form 10SB as filed with the Commission on October 10, 2003).

 4.1 Consulting Services Contracts dated May 1, 2003 between Microsignal
     Corporation and Antal Markus. (filed herewith).

 5.1 Opinion of Brian Dvorak, Esq. (Filed herewith).

23.1 Consent of Malone & Bailey, PLLC (Filed herewith).

23.2 Consent of Brian Dvorak, Esq. (Included in Exhibit 5.1).

ITEM 9. UNDERTAKINGS

        (a)  UNDERTAKING TO UPDATE

              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:

              (i) include any prospectus required by section 10(a)(3) of
the Securities Act;

              (ii) 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, represent a fundamental change in the information in the
Registration Statement; and

             (iii) 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;

                                        4
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (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 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)  UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

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

        (c)   UNDERTAKING WITH RESPECT TO INDEMNIFICATION

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

                                        5
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, Nevada, on this 29th
day of May, 2003.

                             MICROSIGNAL CORPORATION

                                  By: /s/ Matthew G. McConaghy
                                  ---------------------------
                                  Matthew G. McConaghy
                                  CHIEF EXECUTIVE OFFICER

        In accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated and on this 29th day of May, 2003.

         SIGNATURE                            TITLE
         ---------                            -----
 /s/ Matthew G. McConaghy              Chief Executive Officer
 ----------------------------------   (principal executive officer)
      Matthew G. McConaghy            and Chief Financial Officer

                                      6