SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                          COMMISSION FILE NO. 333-80429

                             INVVISION CAPITAL, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)

              Texas                                             75-2823489
   --------------------------------                         ------------------
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                           Identification No.)

              2515 Tarpley Road, Suite 100, Carrollton, Texas       75006
            ---------------------------------------------------   -----------
             (Address of Principal Executive Offices)             (Zip Code)


         INVVISION CAPITAL, INC. EMPLOYEE BENEFIT AND STOCK OPTION PLAN
         --------------------------------------------------------------
                            (Full title of the plan)

                                  C. Joe Smith
                             INVVISION CAPITAL, INC.
                                    Suite 100
                             Carrollton, Texas 75006
                             -----------------------
                     (Name and address of agent for service)

                                 (214) 390-0801
                                 --------------
          (Telephone number, including area code, of agent for service)


                         Calculation of Registration Fee
--------------------------------------------------------------------------------
                                Proposed          Proposed
  Title of        Amount        maximum           maximum           Amount of
 securities to      to be       offering price    aggregate         registration
 be registered    registered    per unit          offering price    fee
 -------------    ----------    --------------    --------------    ------------

 Common Stock     2,000,000     Published         Published         $492.42(1)
 No Par Value     Shares        Bid Price         Bid Price
                                $0.30(2)          $ 600,000

Notes to Table:
--------------

(1)      2,000,000 shares x $0.30 (Bid Price) = $600,000
         $600,000 x 1% x 1/33 = $181.82

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         based on the average of the high and low prices of the Common  Stock of
         the Company on the NASDAQ  Over-The-Counter  Bulletin Board Exchange on
         May 4, 2001.

                                        1

<PAGE>



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                 ----------------------------------------------

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following material is incorporated herein by reference:

          (a)  The Form SB-1 of the  Company  filed on June 10,  1999,  and last
               amended on January 18, 2000.

          (b)  The Annual  Report on Form  10-KSB of the  Company for the period
               ending December 31, 2000.

          (c)  The Quarterly Report on Form 10-QSB of the Company for the period
               ending September 30, 2000.

          (d)  The Quarterly Report on Form 10-QSB of the Company for the period
               ending June 30, 2000.

          (e)  The Quarterly Report on Form 10-QSB of the Company for the period
               ending March 31, 2000.

          (f)  All reports or other documents filed pursuant to Sections 13, 14,
               and 15(d) of the Securities Exchange Act of 1934, as amended (the
               "Exchange  Act")  subsequent  to the  date  of  the  Registration
               Statement,  in  each  case  filed  by the  Company  prior  to the
               termination  of the offering of the  securities  offered  hereby,
               shall be deemed to be a part  hereof  from the date of the filing
               of such  reports and  documents.  Any  statement  contained  in a
               document  incorporated  or  deemed to be  incorporated  herein by
               reference  shall be deemed to be modified or  superseded  for the
               purposes  of this  Registration  Statement  to the extent  that a
               statement  contained  herein or in any other  subsequently  filed
               document, which also is or is deemed to be incorporated herein by
               reference,  modifies or supersedes such statement.  Any statement
               so  modified  or  superseded  shall not be  deemed,  except as so
               modified or superseded, to constitute a part of this Registration
               Statement.


ITEM 4.     DESCRIPTION OF SECURITIES.

         No answer to this item is required  because the class of  securities to
be offered is registered under Section 12 of the Exchange Act.


ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Company's  Bylaws  limit the  liability  of its  directors  to the
maximum  extent  permitted by Nevada law. Thus, the directors of the Company are
not personally  liable for monetary damages for any action taken, or any failure
to take any action,  unless the  director  has breached or failed to perform the
duties of his office and the  breach or  failure  to perform  constitutes  self-
dealing, willful misconduct, or recklessness.  Such limitation does not apply to
any  responsibility  of liability  pursuant to criminal statute or liability for
the payment of taxes pursuant to local, state, or federal law. In addition,  the
Company's Bylaws authorize the Company to maintain  liability  insurance for its
directors and officers.

         At  present,  there is no pending  litigation  or  proceeding,  and the
Company is not aware of any threatened  litigation or proceeding,  involving any
director,  officer, employee, or agent where indemnification will be required or
permitted under the Company's Bylaws.


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

                                        2

<PAGE>



         No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.


ITEM 8.     EXHIBITS.

          (1)  INVVISION CAPITAL, INC. Employee Benefit and Stock Option Plan.

          (2)  Opinion of T. Alan Owen, Attorney at Law.

          (3)  Consent of T. Alan Owen

          (4)  Power of Attorney (see page 5 of this Registration Statement)


ITEM 9.     UNDERTAKINGS.

         The registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  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;

         (b) that for purposes of determining  any liability under the 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 offer thereof; and

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

         The undersigned registrant hereby further undertakes that, for purposes
of  determining  any liability  under the Act,  each filing of the  registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing or an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.

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











                                        3

<PAGE>







                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Carrollton, Texas, on May 4, 2001.



                                    INVVISION CAPITAL, INC.,
                                    a Nevada corporation



                                    By:  /s/  Edward P. Rea
                                        ----------------------------------------
                                          Edward P. Rea, President

                                    Date: May 4, 2001



                                    By:  /s/  C. Joe Smith
                                         ---------------------------------------
                                          C. Joe Smith, Executive Vice President

                                    Date: May 4, 2001



                                    By:  /s/  Hulene Works
                                    --------------------------------------------
                                          Hulene Works, Secretary

                                    Date: May 4, 2001






                                        4

<PAGE>



         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Edward P. Rea as such person's true and
lawful  attorney-in-fact  and agent,  with full power of substitution,  for such
person,  and in such person's name, place, and stead, in any and all capacities,
to sign any and all amendments or post-effective amendments to this Registration
Statement,  and to file the same with the  Securities  and Exchange  Commission,
granting  unto said  attorney-in-  fact and agent full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as such person
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his  substitute,  may lawfully do or cause to be
done by virtue hereof.

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


                                    INVVISION CAPITAL, INC.,
                                    a Nevada corporation


                                    /s/  Edward P. Rea
                                    --------------------------------------
                                    Edward P. Rea, President
                                    Date: May 4, 2001


                                    /s/  C. Joe Smith
                                    --------------------------------------
                                    C. Joe Smith, Executive Vice President
                                    Date: May 4, 2000


                                    /s/  Hulene Works
                                    --------------------------------------
                                    Hulene Works, Secretary
                                    Date: May 4, 2000



STATE OF TEXAS                      )
                                    )
COUNTY OF DALLAS                    )

         BEFORE ME, the undersigned  authority,  on this day personally appeared
Edward P. Rea,  known to me to be the  person  whose name is  subscribed  to the
foregoing  instrument,  and acknowledged to me that he executed the same for the
purposes and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 4th day of May, 2001.


                                     /s/  Pam Hinkle
                                     -------------------------------------------
                                          Pam Hinkle
                                     Notary Public in and for the State of Texas

My Commission Expires:

1-20-02
-----------------------



                                        5

<PAGE>



STATE OF TEXAS                      )
                                    )
COUNTY OF DALLAS                    )

         BEFORE ME, the undersigned  authority,  on this day personally appeared
C. Joe Smith,  known to me to be the  person  whose  name is  subscribed  to the
foregoing  instrument,  and acknowledged to me that he executed the same for the
purposes and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 4th day of May, 2001.


                                     /s/  Pam Hinkle
                                     -------------------------------------------
                                          Pam Hinkle
                                     Notary Public in and for the State of Texas

My Commission Expires:

1-20-02
-----------------------




STATE OF TEXAS                      )
                                    )
COUNTY OF DALLAS                    )

         BEFORE ME, the undersigned  authority,  on this day personally appeared
Hulene  Works,  known to me to be the  person  whose name is  subscribed  to the
foregoing  instrument,  and acknowledged to me that he executed the same for the
purposes and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 4th day of May, 2001.


                                     /s/  Pam Hinkle
                                     -------------------------------------------
                                          Pam Hinkle
                                     Notary Public in and for the State of Texas

My Commission Expires:

1-20-02
-----------------------


                                        6

<PAGE>


                                  EXHIBIT INDEX

                    (PURSUANT TO ITEM 601 OF REGULATION S-K)




                              EXHIBIT NO. EXHIBIT

          (1)  INVVISION CAPITAL, INC. Employee Benefit and Stock Option Plan.

          (2)  Opinion of T. Alan Owen, Attorney at Law.

          (3)  Consent  of T. Alan Owen  (included  in opinion  letter  filed as
               Exhibit 2)

          (4)  Power of Attorney


                                        7

<PAGE>


               UNANIMOUS CONSENT OF BOARD OF DIRECTORS IN LIEU OF

                    SPECIAL MEETING OF THE BOARD OF DIRECTORS

                                       OF

                             INVVISION CAPITAL, INC.


         The undersigned, being all of the directors of INVVISION CAPITAL, INC.,
a Nevada corporation (the  "Corporation"),  hereby take the following  corporate
action  and  adopt  the  following  resolutions,   which  corporate  action  and
resolutions  shall have the same force and effect as a unanimous  vote of all of
the directors of the  Corporation  at a formal  special  meeting of the Board of
Directors of said Corporation:

                  RESOLVED,  it has been  determined that it is desirable and in
         the best interest of the Corporation to create an Employee  Benefit and
         Stock  Option  Plan  (the  'Plan')  and  file a Form  S-8  Registration
         Statement with the Securities and Exchange  Commission,  with such Plan
         authorizing  up  to  2,000,000  shares  of  the  common  stock  of  the
         Corporation  to be issued to  employees  and agents of the  Corporation
         over the term of the Plan, with a maximum issuance of 300,000 shares of
         common stock per year; and

                  FURTHER  RESOLVED,  that the President of the Corporation (the
         "Authorized Officer") is hereby authorized,  empowered, and directed on
         behalf of the  Corporation  to execute  and  deliver,  on behalf of the
         Corporation,  any  and  all  documents,  necessary  to  accomplish  the
         creation of the Plan and the filing of the Form S-8 with the Securities
         and Exchange Commission; and

                  FURTHER   RESOLVED,   that  the  Authorized   Officer  of  the
         Corporation be, and is hereby,  authorized,  empowered, and directed to
         take such other and  further  action and to execute,  acknowledge,  and
         deliver such other and further instruments,  documents,  and assurances
         as he, in his sole and  absolute  discretion,  may deem  desirable  and
         appropriate  to  consummate  the   transactions   authorized  by  these
         resolutions and to effectuate the purposes of these resolutions; and


UNANIMOUS CONSENT OF DIRECTORS --- Page 1
------------------------------
Inv Capital-UCD-ESOP (M-3)

<PAGE>


                  FURTHER RESOLVED,  that any and all acts or actions heretofore
         taken by the Authorized  Officer of the  Corporation,  on behalf of the
         Corporation,  in connection with the transactions contemplated by these
         resolutions, be, and the same hereby are, ratified and confirmed as the
         acts and deeds of the Corporation; and

                  FURTHER  RESOLVED,  that the Secretary of the  Corporation  is
         hereby authorized, empowered, and directed to furnish copies, certified
         true and correct by the Secretary,  to any party requesting evidence of
         these resolutions; and

                  FURTHER  RESOLVED,  that  the  officers  referred  to  in  the
         foregoing resolutions are as follows:

                           Edward P. Rea               President
                           Hulene Works                Secretary

                  FURTHER RESOLVED,  that any party to whom a certificate hereof
         is furnished, is requested to rely upon these resolutions until receipt
         by it of written notice of any change therein.

         DATED to be effective as of the 4th day of May, 2001.

                                                  /s/ Edward P. Rea
                                                  -----------------------------
                                                      Edward P. Rea, Director

                                                  /s/ John Edward Rea
                                                  -----------------------------
                                                      John Edward Rea, Director

                                                  /s/ C. Joe Smith
                                                  -----------------------------
                                                      C. Joe Smith, Director



UNANIMOUS CONSENT OF DIRECTORS --- Page 2
------------------------------
Inv Capital-UCD-ESOP (M-3)
[{"type": "S-8", "sequence": "1", "filename": "inncaps8esop.txt", "description": "INVVCAPS8", "secsgml_size_bytes": 20457}]
{"company-data": {"conformed-name": "INVVISION CAPITAL INC", "cik": "0001088401", "assigned-sic": "6159", "irs-number": "752823489", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61078", "film-number": "1642070"}, "business-address": {"street1": "2515 TARPLEY ROAD, SUITE 100", "city": "CARROLLTON", "state": "TX", "zip": "75006", "phone": "2143900801"}, "mail-address": {"street1": "2515 TARPLEY ROAD, SUITE 100", "city": "CARROLLTON", "state": "TX", "zip": "75006"}, "former-company": [{"former-conformed-name": "OMNI PARK PASS COM INC", "date-changed": "20001115"}, {"former-conformed-name": "ASSET SERVICING CORP", "date-changed": "19990610"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          COMMISSION FILE NO. 333-80429

                             INVVISION CAPITAL, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)

              Texas                                             75-2823489
   --------------------------------                         ------------------
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                           Identification No.)

              2515 Tarpley Road, Suite 100, Carrollton, Texas       75006
            ---------------------------------------------------   -----------
             (Address of Principal Executive Offices)             (Zip Code)

         INVVISION CAPITAL, INC. EMPLOYEE BENEFIT AND STOCK OPTION PLAN
         --------------------------------------------------------------
                            (Full title of the plan)

                                  C. Joe Smith
                             INVVISION CAPITAL, INC.
                                    Suite 100
                             Carrollton, Texas 75006
                             -----------------------
                     (Name and address of agent for service)

                                 (214) 390-0801
                                 --------------
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
                                Proposed          Proposed
  Title of        Amount        maximum           maximum           Amount of
 securities to      to be       offering price    aggregate         registration
 be registered    registered    per unit          offering price    fee
 -------------    ----------    --------------    --------------    ------------

 Common Stock     2,000,000     Published         Published         $492.42(1)
 No Par Value     Shares        Bid Price         Bid Price
                                $0.30(2)          $ 600,000

Notes to Table:
--------------

(1)      2,000,000 shares x $0.30 (Bid Price) = $600,000
         $600,000 x 1% x 1/33 = $181.82

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         based on the average of the high and low prices of the Common  Stock of
         the Company on the NASDAQ  Over-The-Counter  Bulletin Board Exchange on
         May 4, 2001.

                                        1
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                 ----------------------------------------------

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following material is incorporated herein by reference:

          (a)  The Form SB-1 of the  Company  filed on June 10,  1999,  and last
               amended on January 18, 2000.

          (b)  The Annual  Report on Form  10-KSB of the  Company for the period
               ending December 31, 2000.

          (c)  The Quarterly Report on Form 10-QSB of the Company for the period
               ending September 30, 2000.

          (d)  The Quarterly Report on Form 10-QSB of the Company for the period
               ending June 30, 2000.

          (e)  The Quarterly Report on Form 10-QSB of the Company for the period
               ending March 31, 2000.

          (f)  All reports or other documents filed pursuant to Sections 13, 14,
               and 15(d) of the Securities Exchange Act of 1934, as amended (the
               "Exchange  Act")  subsequent  to the  date  of  the  Registration
               Statement,  in  each  case  filed  by the  Company  prior  to the
               termination  of the offering of the  securities  offered  hereby,
               shall be deemed to be a part  hereof  from the date of the filing
               of such  reports and  documents.  Any  statement  contained  in a
               document  incorporated  or  deemed to be  incorporated  herein by
               reference  shall be deemed to be modified or  superseded  for the
               purposes  of this  Registration  Statement  to the extent  that a
               statement  contained  herein or in any other  subsequently  filed
               document, which also is or is deemed to be incorporated herein by
               reference,  modifies or supersedes such statement.  Any statement
               so  modified  or  superseded  shall not be  deemed,  except as so
               modified or superseded, to constitute a part of this Registration
               Statement.

ITEM 4.     DESCRIPTION OF SECURITIES.

         No answer to this item is required  because the class of  securities to
be offered is registered under Section 12 of the Exchange Act.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Company's  Bylaws  limit the  liability  of its  directors  to the
maximum  extent  permitted by Nevada law. Thus, the directors of the Company are
not personally  liable for monetary damages for any action taken, or any failure
to take any action,  unless the  director  has breached or failed to perform the
duties of his office and the  breach or  failure  to perform  constitutes  self-
dealing, willful misconduct, or recklessness.  Such limitation does not apply to
any  responsibility  of liability  pursuant to criminal statute or liability for
the payment of taxes pursuant to local, state, or federal law. In addition,  the
Company's Bylaws authorize the Company to maintain  liability  insurance for its
directors and officers.

         At  present,  there is no pending  litigation  or  proceeding,  and the
Company is not aware of any threatened  litigation or proceeding,  involving any
director,  officer, employee, or agent where indemnification will be required or
permitted under the Company's Bylaws.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

                                        2
No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.

ITEM 8.     EXHIBITS.

          (1)  INVVISION CAPITAL, INC. Employee Benefit and Stock Option Plan.

          (2)  Opinion of T. Alan Owen, Attorney at Law.

          (3)  Consent of T. Alan Owen

          (4)  Power of Attorney (see page 5 of this Registration Statement)

ITEM 9.     UNDERTAKINGS.

         The registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  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;

         (b) that for purposes of determining  any liability under the 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 offer thereof; and

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

         The undersigned registrant hereby further undertakes that, for purposes
of  determining  any liability  under the Act,  each filing of the  registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing or an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.

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

                                        3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Carrollton, Texas, on May 4, 2001.

                                    INVVISION CAPITAL, INC.,
                                    a Nevada corporation

                                    By:  /s/  Edward P. Rea
                                        ----------------------------------------
                                          Edward P. Rea, President

                                    Date: May 4, 2001

                                    By:  /s/  C. Joe Smith
                                         ---------------------------------------
                                          C. Joe Smith, Executive Vice President

                                    Date: May 4, 2001

                                    By:  /s/  Hulene Works
                                    --------------------------------------------
                                          Hulene Works, Secretary

                                    Date: May 4, 2001

                                        4
KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Edward P. Rea as such person's true and
lawful  attorney-in-fact  and agent,  with full power of substitution,  for such
person,  and in such person's name, place, and stead, in any and all capacities,
to sign any and all amendments or post-effective amendments to this Registration
Statement,  and to file the same with the  Securities  and Exchange  Commission,
granting  unto said  attorney-in-  fact and agent full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as such person
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his  substitute,  may lawfully do or cause to be
done by virtue hereof.

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

                                    INVVISION CAPITAL, INC.,
                                    a Nevada corporation

                                    /s/  Edward P. Rea
                                    --------------------------------------
                                    Edward P. Rea, President
                                    Date: May 4, 2001

                                    /s/  C. Joe Smith
                                    --------------------------------------
                                    C. Joe Smith, Executive Vice President
                                    Date: May 4, 2000

                                    /s/  Hulene Works
                                    --------------------------------------
                                    Hulene Works, Secretary
                                    Date: May 4, 2000

STATE OF TEXAS                      )
                                    )
COUNTY OF DALLAS                    )

         BEFORE ME, the undersigned  authority,  on this day personally appeared
Edward P. Rea,  known to me to be the  person  whose name is  subscribed  to the
foregoing  instrument,  and acknowledged to me that he executed the same for the
purposes and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 4th day of May, 2001.

                                     /s/  Pam Hinkle
                                     -------------------------------------------
                                          Pam Hinkle
                                     Notary Public in and for the State of Texas

My Commission Expires:

1-20-02
-----------------------

                                        5
STATE OF TEXAS                      )
                                    )
COUNTY OF DALLAS                    )

         BEFORE ME, the undersigned  authority,  on this day personally appeared
C. Joe Smith,  known to me to be the  person  whose  name is  subscribed  to the
foregoing  instrument,  and acknowledged to me that he executed the same for the
purposes and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 4th day of May, 2001.

                                     /s/  Pam Hinkle
                                     -------------------------------------------
                                          Pam Hinkle
                                     Notary Public in and for the State of Texas

My Commission Expires:

1-20-02
-----------------------

STATE OF TEXAS                      )
                                    )
COUNTY OF DALLAS                    )

         BEFORE ME, the undersigned  authority,  on this day personally appeared
Hulene  Works,  known to me to be the  person  whose name is  subscribed  to the
foregoing  instrument,  and acknowledged to me that he executed the same for the
purposes and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 4th day of May, 2001.

                                     /s/  Pam Hinkle
                                     -------------------------------------------
                                          Pam Hinkle
                                     Notary Public in and for the State of Texas

My Commission Expires:

1-20-02
-----------------------

                                        6
EXHIBIT INDEX

                    (PURSUANT TO ITEM 601 OF REGULATION S-K)

                              EXHIBIT NO. EXHIBIT

          (1)  INVVISION CAPITAL, INC. Employee Benefit and Stock Option Plan.

          (2)  Opinion of T. Alan Owen, Attorney at Law.

          (3)  Consent  of T. Alan Owen  (included  in opinion  letter  filed as
               Exhibit 2)

          (4)  Power of Attorney

                                        7
UNANIMOUS CONSENT OF BOARD OF DIRECTORS IN LIEU OF

                    SPECIAL MEETING OF THE BOARD OF DIRECTORS

                                       OF

                             INVVISION CAPITAL, INC.

         The undersigned, being all of the directors of INVVISION CAPITAL, INC.,
a Nevada corporation (the  "Corporation"),  hereby take the following  corporate
action  and  adopt  the  following  resolutions,   which  corporate  action  and
resolutions  shall have the same force and effect as a unanimous  vote of all of
the directors of the  Corporation  at a formal  special  meeting of the Board of
Directors of said Corporation:

                  RESOLVED,  it has been  determined that it is desirable and in
         the best interest of the Corporation to create an Employee  Benefit and
         Stock  Option  Plan  (the  'Plan')  and  file a Form  S-8  Registration
         Statement with the Securities and Exchange  Commission,  with such Plan
         authorizing  up  to  2,000,000  shares  of  the  common  stock  of  the
         Corporation  to be issued to  employees  and agents of the  Corporation
         over the term of the Plan, with a maximum issuance of 300,000 shares of
         common stock per year; and

                  FURTHER  RESOLVED,  that the President of the Corporation (the
         "Authorized Officer") is hereby authorized,  empowered, and directed on
         behalf of the  Corporation  to execute  and  deliver,  on behalf of the
         Corporation,  any  and  all  documents,  necessary  to  accomplish  the
         creation of the Plan and the filing of the Form S-8 with the Securities
         and Exchange Commission; and

                  FURTHER   RESOLVED,   that  the  Authorized   Officer  of  the
         Corporation be, and is hereby,  authorized,  empowered, and directed to
         take such other and  further  action and to execute,  acknowledge,  and
         deliver such other and further instruments,  documents,  and assurances
         as he, in his sole and  absolute  discretion,  may deem  desirable  and
         appropriate  to  consummate  the   transactions   authorized  by  these
         resolutions and to effectuate the purposes of these resolutions; and

UNANIMOUS CONSENT OF DIRECTORS --- Page 1
------------------------------
Inv Capital-UCD-ESOP (M-3)
FURTHER RESOLVED,  that any and all acts or actions heretofore
         taken by the Authorized  Officer of the  Corporation,  on behalf of the
         Corporation,  in connection with the transactions contemplated by these
         resolutions, be, and the same hereby are, ratified and confirmed as the
         acts and deeds of the Corporation; and

                  FURTHER  RESOLVED,  that the Secretary of the  Corporation  is
         hereby authorized, empowered, and directed to furnish copies, certified
         true and correct by the Secretary,  to any party requesting evidence of
         these resolutions; and

                  FURTHER  RESOLVED,  that  the  officers  referred  to  in  the
         foregoing resolutions are as follows:

                           Edward P. Rea               President
                           Hulene Works                Secretary

                  FURTHER RESOLVED,  that any party to whom a certificate hereof
         is furnished, is requested to rely upon these resolutions until receipt
         by it of written notice of any change therein.

         DATED to be effective as of the 4th day of May, 2001.

                                                  /s/ Edward P. Rea
                                                  -----------------------------
                                                      Edward P. Rea, Director

                                                  /s/ John Edward Rea
                                                  -----------------------------
                                                      John Edward Rea, Director

                                                  /s/ C. Joe Smith
                                                  -----------------------------
                                                      C. Joe Smith, Director

UNANIMOUS CONSENT OF DIRECTORS --- Page 2
------------------------------
Inv Capital-UCD-ESOP (M-3)