As filed with the Securities and Exchange Commission on January 16, 2003
                                                          File No. 333-
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                          21st CENTURY HOLDING COMPANY
             (Exact name of registrant as specified in its charter)

        Florida                                        65-0248866
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                   4161 N.W. 5th Street, Plantation, FL 33317
               (Address of Principal Executive Offices)(Zip Code)

                       1998 Stock Option Plan, as amended
                Warrant to Purchase 12,500 Shares of Common Stock
                Warrant to Purchase 50,000 Shares of Common Stock
                    2001 Franchise Program Stock Option Plan
                             2002 Stock Option Plan
           ----------------------------------------------------------
                            (Full title of the plan)

                                Edward J. Lawson
                          21st Century Holding Company
                              4161 N.W. 5th Street
                              Plantation, FL 33317
                     (Name and address of agent for service)

                                 (954) 581-9993
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Dale S. Bergman, P.A.
                                Broad and Cassel
                          201 South Biscayne Boulevard
                            Miami Center, Suite 3000
                              Miami, Florida 33131
                                 (305) 373-9400

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

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

  TITLE OF SECURITIES TO BE       AMOUNT TO BE         PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT OF
          REGISTERED              REGISTERED(1)       OFFERING PRICE PER        AGGREGATE OFFERING     REGISTRATION FEE
                                                           SHARE(2)                  PRICE(2)
------------------------------- ------------------ ------------------------- ------------------------- ------------------
<S>                                 <C>                     <C>                    <C>                     <C>
Common Stock, $0.01 par value       2,201,500               $12.26                 $26,990,390             $2,483.12
per share
------------------------------- ------------------ ------------------------- ------------------------- ------------------
</TABLE>

         (1)Pursuant to Rule 416, promulgated under the Securities Act of 1933,
as amended, this Registration Statement covers an indeterminate number of
securities to be offered as a result of any adjustment from stock splits, stock
dividends or similar events.

         (2)Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, promulgated under the Securities Act of
1933, as amended, and based upon the average of the high and low sales price of
the Registrant's common stock on January 15, 2003.

         Pursuant to Rule 429, this Registration Statement serves as a
Post-Effective Amendment to the Registrant's Registration Statement on Form S-8
(File No. 33-94879) relating to the Registrant's 1998 Stock Option Plan.

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference into this
Registration Statement:

         1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001, as filed with the Securities and Exchange Commission (the
"SEC").

         2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2002, June 30, 2002 and September 30, 2002 as filed with the
SEC.

         3. The description of the Registrant's common stock contained in the
Registrant's registration statement on Form 8-A filed with the SEC on October
28, 1998, as such description is updated in any amendment to the Form 8-A.

         In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities registered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents with the SEC. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in a subsequently filed document incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided for in such law. The Registrant's Amended and Restated Articles of
Incorporation provide that the Registrant may insure, shall indemnify and shall
advance expenses on behalf of its officers and directors to the fullest extent
not prohibited by law. The Registrant is also a party to indemnification
agreements with each of its directors and officers.


                                       2
<PAGE>


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.    EXHIBITS

         4.1      1998 Stock Option Plan, as amended(1)
         4.2      2001 Franchise Program Stock Option Plan(2)
         4.3      2002 Stock Option Plan(3)
         4.4      Warrant to Purchase 12,500 Shares of Common Stock(4)
         4.5      Warrant to Purchase 50,000 Shares of Common Stock(4)
         5.1      Opinion of Broad and Cassel(4)
         23.1     Consent of Broad and Cassel (contained in its opinion filed as
                  Exhibit 5.1 to this Registration Statement)
         23.2     Consent of KPMG LLP(4)
         23.3     Consent of McKean, Paul, Chrycy, Fletcher & Co. (4)
         24.1     Power of Attorney (included in the signature page of this
                  Registration Statement)
         99.2     Includes annual information required by Statement of Financial
                  Accounting Standards No. 142 ("SFAS NO. 142"), Goodwill and
                  Other Intangible Assets. (4)

         (1) Previously filed as an exhibit to the Company's 2000 Annual Meeting
Proxy Statement and incorporated herein by reference.
         (2) Previously filed as an exhibit to the Company's 2001 Annual Meeting
Proxy Statement and incorporated herein by reference.
         (3) Previously filed as an exhibit to the Company's 2002 Annual Meeting
Proxy Statement and incorporated herein by reference.
         (4) Filed herewith.

ITEM 9.    UNDERTAKINGS

         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:

                  (a) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended;

                  (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,
represent a fundamental change in the information set forth in the registration
statement; and

                  (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.

                                       3
<PAGE>

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

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

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the
final adjudication of such issue.


                                       4
<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 Plantation, State of Florida on this 14th day of
January, 2003.
                                    21ST CENTURY HOLDING COMPANY


                                    By: /s/ Edward J. Lawson
                                        -------------------------------------
                                        Edward J. Lawson
                                        President and Chief Executive Officer


                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Edward J. Lawson and Michele V. Lawson, or any one of them, as his or her true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any and
all capacities to execute in the name of each such person who is then an officer
or director of the Registrant any and all amendments (including post-effective
amendments) to this Registration Statement, and any registration statement
relating to the offering hereunder pursuant to Rule 462 under the Securities Act
of 1933 and to file the same with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents and each of them full power and authority to
do and perform each and every act and thing required or necessary to be done in
and about the premises as fully as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.

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

<TABLE>
<CAPTION>
SIGNATURES                                                  TITLE                                       DATE
----------                                                  -----                                       ----
<S>                                            <C>                                                   <C>
   /s/ Edward J. Lawson                        Chairman of the Board, President and Chief            January 14, 2003
-------------------------------                Executive Officer (Principal Executive Officer)
Edward J. Lawson

   /s/ J. G. Jennings, III                     Chief Financial Officer (Principal Financial and      January 14, 2003
-------------------------------                Accounting Officer)
J. G. Jennings, III

   /s/ Michele V. Lawson                       Vice President-Agency Operations, Treasurer and       January 14, 2003
-------------------------------                Director
 Michele V. Lawson

  /s/ James A. Epstein                         Secretary and General Counsel                         January 14, 2003
-------------------------------
James A. Epstein

   /s/ Richard A. Widdicombe                   President, Federated National, American Vehicle,     January, 14, 2003
-------------------------------                and Assurance MGA and Director
Richard A. Widdicombe

   /s/ Carl Dorf                               Director                                              January 14, 2003
-------------------------------
Carl Dorf

   /s/ Charles B. Hart, Jr.                    Director                                              January 14, 2003
-------------------------------
Charles B. Hart, Jr.

   /s/ Bruce Simberg                           Director                                              January 14, 2003
-------------------------------
Bruce Simberg
</TABLE>


                                       5
<PAGE>


EXHIBIT INDEX

             EXHIBIT                    DESCRIPTION
             -------                    -----------

              4.4           Warrant to Purchase 12,500 Shares of Common Stock

              4.5           Warrant to Purchase 50,000 Shares of Common Stock

              5.1           Opinion of Broad and Cassel

              23.2          Consent of KPMG LLP

              23.3          Consent of McKean, Paul, Chrycy, Fletcher & Co.

              99.2          Includes annual information required by Statement of
                            Financial Accounting Standards No. 142 ("SFAS NO.
                            142"), Goodwill and Other Intangible Assets
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{"company-data": {"conformed-name": "21ST CENTURY HOLDING CO", "cik": "0001069996", "assigned-sic": "6331", "irs-number": "650248866", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102539", "film-number": "03516005"}, "business-address": {"street1": "4161 N W 5TH STREET", "city": "PLANTATION", "state": "FL", "zip": "33317", "phone": "9545819993"}, "mail-address": {"street1": "4161 N W 5TH STREET", "city": "PLANTATION", "state": "FL", "zip": "33317"}}
As filed with the Securities and Exchange Commission on January 16, 2003
                                                          File No. 333-
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          21st CENTURY HOLDING COMPANY
             (Exact name of registrant as specified in its charter)

        Florida                                        65-0248866
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                   4161 N.W. 5th Street, Plantation, FL 33317
               (Address of Principal Executive Offices)(Zip Code)

                       1998 Stock Option Plan, as amended
                Warrant to Purchase 12,500 Shares of Common Stock
                Warrant to Purchase 50,000 Shares of Common Stock
                    2001 Franchise Program Stock Option Plan
                             2002 Stock Option Plan
           ----------------------------------------------------------
                            (Full title of the plan)

                                Edward J. Lawson
                          21st Century Holding Company
                              4161 N.W. 5th Street
                              Plantation, FL 33317
                     (Name and address of agent for service)

                                 (954) 581-9993
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Dale S. Bergman, P.A.
                                Broad and Cassel
                          201 South Biscayne Boulevard
                            Miami Center, Suite 3000
                              Miami, Florida 33131
                                 (305) 373-9400

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

  TITLE OF SECURITIES TO BE       AMOUNT TO BE         PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT OF
          REGISTERED              REGISTERED(1)       OFFERING PRICE PER        AGGREGATE OFFERING     REGISTRATION FEE
                                                           SHARE(2)                  PRICE(2)
------------------------------- ------------------ ------------------------- ------------------------- ------------------
Common Stock, $0.01 par value       2,201,500               $12.26                 $26,990,390             $2,483.12
per share
------------------------------- ------------------ ------------------------- ------------------------- ------------------
(1)Pursuant to Rule 416, promulgated under the Securities Act of 1933,
as amended, this Registration Statement covers an indeterminate number of
securities to be offered as a result of any adjustment from stock splits, stock
dividends or similar events.

         (2)Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, promulgated under the Securities Act of
1933, as amended, and based upon the average of the high and low sales price of
the Registrant's common stock on January 15, 2003.

         Pursuant to Rule 429, this Registration Statement serves as a
Post-Effective Amendment to the Registrant's Registration Statement on Form S-8
(File No. 33-94879) relating to the Registrant's 1998 Stock Option Plan.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference into this
Registration Statement:

         1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001, as filed with the Securities and Exchange Commission (the
"SEC").

         2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2002, June 30, 2002 and September 30, 2002 as filed with the
SEC.

         3. The description of the Registrant's common stock contained in the
Registrant's registration statement on Form 8-A filed with the SEC on October
28, 1998, as such description is updated in any amendment to the Form 8-A.

         In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities registered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents with the SEC. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in a subsequently filed document incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided for in such law. The Registrant's Amended and Restated Articles of
Incorporation provide that the Registrant may insure, shall indemnify and shall
advance expenses on behalf of its officers and directors to the fullest extent
not prohibited by law. The Registrant is also a party to indemnification
agreements with each of its directors and officers.

                                       2
ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.    EXHIBITS

         4.1      1998 Stock Option Plan, as amended(1)
         4.2      2001 Franchise Program Stock Option Plan(2)
         4.3      2002 Stock Option Plan(3)
         4.4      Warrant to Purchase 12,500 Shares of Common Stock(4)
         4.5      Warrant to Purchase 50,000 Shares of Common Stock(4)
         5.1      Opinion of Broad and Cassel(4)
         23.1     Consent of Broad and Cassel (contained in its opinion filed as
                  Exhibit 5.1 to this Registration Statement)
         23.2     Consent of KPMG LLP(4)
         23.3     Consent of McKean, Paul, Chrycy, Fletcher & Co. (4)
         24.1     Power of Attorney (included in the signature page of this
                  Registration Statement)
         99.2     Includes annual information required by Statement of Financial
                  Accounting Standards No. 142 ("SFAS NO. 142"), Goodwill and
                  Other Intangible Assets. (4)

         (1) Previously filed as an exhibit to the Company's 2000 Annual Meeting
Proxy Statement and incorporated herein by reference.
         (2) Previously filed as an exhibit to the Company's 2001 Annual Meeting
Proxy Statement and incorporated herein by reference.
         (3) Previously filed as an exhibit to the Company's 2002 Annual Meeting
Proxy Statement and incorporated herein by reference.
         (4) Filed herewith.

ITEM 9.    UNDERTAKINGS

         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:

                  (a) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended;

                  (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,
represent a fundamental change in the information set forth in the registration
statement; and

                  (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.

                                       3
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

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

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the
final adjudication of such issue.

                                       4
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 Plantation, State of Florida on this 14th day of
January, 2003.
                                    21ST CENTURY HOLDING COMPANY

                                    By: /s/ Edward J. Lawson
                                        -------------------------------------
                                        Edward J. Lawson
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Edward J. Lawson and Michele V. Lawson, or any one of them, as his or her true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any and
all capacities to execute in the name of each such person who is then an officer
or director of the Registrant any and all amendments (including post-effective
amendments) to this Registration Statement, and any registration statement
relating to the offering hereunder pursuant to Rule 462 under the Securities Act
of 1933 and to file the same with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents and each of them full power and authority to
do and perform each and every act and thing required or necessary to be done in
and about the premises as fully as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURES                                                  TITLE                                       DATE
----------                                                  -----                                       ----
/s/ Edward J. Lawson                        Chairman of the Board, President and Chief            January 14, 2003
-------------------------------                Executive Officer (Principal Executive Officer)
Edward J. Lawson

   /s/ J. G. Jennings, III                     Chief Financial Officer (Principal Financial and      January 14, 2003
-------------------------------                Accounting Officer)
J. G. Jennings, III

   /s/ Michele V. Lawson                       Vice President-Agency Operations, Treasurer and       January 14, 2003
-------------------------------                Director
 Michele V. Lawson

  /s/ James A. Epstein                         Secretary and General Counsel                         January 14, 2003
-------------------------------
James A. Epstein

   /s/ Richard A. Widdicombe                   President, Federated National, American Vehicle,     January, 14, 2003
-------------------------------                and Assurance MGA and Director
Richard A. Widdicombe

   /s/ Carl Dorf                               Director                                              January 14, 2003
-------------------------------
Carl Dorf

   /s/ Charles B. Hart, Jr.                    Director                                              January 14, 2003
-------------------------------
Charles B. Hart, Jr.

   /s/ Bruce Simberg                           Director                                              January 14, 2003
-------------------------------
Bruce Simberg
5
EXHIBIT INDEX

             EXHIBIT                    DESCRIPTION
             -------                    -----------

              4.4           Warrant to Purchase 12,500 Shares of Common Stock

              4.5           Warrant to Purchase 50,000 Shares of Common Stock

              5.1           Opinion of Broad and Cassel

              23.2          Consent of KPMG LLP

              23.3          Consent of McKean, Paul, Chrycy, Fletcher & Co.

              99.2          Includes annual information required by Statement of
                            Financial Accounting Standards No. 142 ("SFAS NO.
                            142"), Goodwill and Other Intangible Assets