<PAGE>

      As filed with the Securities and Exchange Commission on September 18, 2003
                                    Registration No. 333-_______________________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         HY-TECH TECHNOLOGY GROUP, INC.
             (Exact name of registrant as specified in its charter)

                   Delaware                                  95-4868120
         (State or other jurisdiction                      (IRS Employer
              of incorporation or                        Identification No.)
                 organization)

                              1840 Boy Scout Drive
                              Fort Myers, FL 33907
                                 (239) 278-4111
              (Address, Including Zip Code and Telephone Number, of
                          Principal Executive Offices)

           Consulting Agreement Between Registrant And Gary F. McNear
          Consulting Agreement Between Registrant And Craig T. Conklin
          Consulting Agreement Between Registrant And Erik V. Pohovich
           Modified Retainer Agreement with Gottbetter & Partners, LLP
                            (Full Title of the Plan)

               Martin Nielson                                Copy to:
       Hy-Tech Technology Group, Inc.                Adam S. Gottbetter, Esq.
            1840 Boy Scout Drive                     Salvatore Fichera, Esq.
            Fort Myers, FL 33907                    Gottbetter & Parners, LLP.
               (239)  278-4111                    488 Madison Avenue, 12th Floor
  (Name,  Address  and  Telephone Number,            New York, New York 10022
 including Area Code, of Agent for Service)               (212) 400-6900


<TABLE>
<CAPTION>
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
                                  Proposed Maximum
       Title of Securities         Amount To Be       Offering Price        Proposed Maximum Aggregate         Amount of
        To Be Registered            Registered        Per Share (1)               Offering Price           Registration Fee
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
Common Stock, par value $.001
per share
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
<S>                                <C>            <C>                     <C>                              <C>
    McNear Consulting Agreement    2,257,726      $.059                   $113,205.83                      $10.42
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
    Conklin Consulting Agreement   2,257,726      $.059                   $113,205.83                      $10.42
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
    Pohovich Consulting Agreement  271,930        $.059                   $16,043.87                       $1.48
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
    Gottbetter & Partners
    Agreement                      2,106,000      $.059                   $124,254                         $11.44
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
TOTAL:                             6,893,382      $.059                   $366,709.53                      $33.76
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
</TABLE>


(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule  457(c) on the basis of the average of the high and low prices
of the common stock of the  Registrant as traded in the over-the  counter market
and reported on the OTC Electronic Bulletin Board of the National Association of
Securities Dealers on September 12, 2003.


<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

         Pursuant  to the  Note  to  Part I of the  Form  S-8,  the  information
required by Part I is not filed with the Securities and Exchange Commission.

ITEM 2. INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Registrant will provide without charge to each person to whom a copy of
a Section  10(a)  Prospectus  hereunder is  delivered,  upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests for such  information  should be directed to
Hy-Tech Technology Group, Inc., 1840 Boy Scout Drive, Fort Myers, FL 33907 (239)
278-4111.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  are   incorporated  by  reference  in  this
registration statement.

         a) Registrant's  Annual Report on Form 10-KSB for the fiscal year ended
February  28, 2003 filed  pursuant to Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act");

         b) All other reports  filed by Registrant  pursuant to Section 13(a) or
15(d) of the  Exchange  Act since the end of the fiscal year covered by the Form
10-KSB referred to in (a) above.

         c) The description of the common stock,  $.001 par value per share (the
"Common Stock") of the Registrant is contained in the Registrant's  registration
statement on Form 10-SB, as amended.

         All documents  filed by the  Registrant  pursuant to Section 13 (a), 13
(c),  14 and 15  (d)  of the  Exchange  Act  subsequent  to  the  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 hereby
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated in this registration  statement by reference and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in this registration  statement,  in a supplement to this registration
statement or 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 any subsequently filed supplement
to  this  registration  statement  or  in  any  document  that  is  subsequently
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

         Not  applicable.  The class of  securities  to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

         The  validity  of  the  shares  of  common  stock  registered  in  this
registration  statement has been passed upon for the  Registrant by Gottbetter &
Partners,  LLP,  ("G&P") whose opinion is attached  hereto as Exhibit 5.


                                       2
<PAGE>

Adam S.  Gottbetter,  a partner in G&P,  will hold shares of common stock of the
Registrant upon the effectiveness of this registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Generally,  Section 145 of the Delaware  General  Corporation  Law (the
"DGCL")  empowers  a Delaware  corporation  to  indemnify  any person for claims
arising against the person for serving as a present or former director, officer,
employee, or agent of the corporation. Indemnity is available only if the person
acted in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the  corporation.  If the claim is a criminal  action,
indemnification  may be available only if the person had no reasonable  cause to
believe his or her conduct was  unlawful.  The  indemnity  may include  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably incurred in connection with the claim.

         A Delaware  corporation  may also indemnify  persons  against  expenses
(including  attorneys' fees) incurred for actions brought by or on behalf of the
corporation   subject  to  the  conditions   discussed  above,  except  that  no
indemnification  is  permitted  in respect of any claim as to which person shall
have been found to be liable to the corporation  unless a court determines that,
in  view of all  the  circumstances  of the  case,  the  person  is  fairly  and
reasonably entitled to indemnity.

         To the extent the person is successful  in defending a claim  described
in the preceding  two  paragraphs,  the  corporation  must  indemnify the person
against expenses (including  attorneys' fees) actually and reasonably  incurred.
The  indemnification  and advancement of expenses provided for in Section 145 is
not exclusive of any other rights to which the person may be entitled  under any
By-law,   agreement,   vote  of  stockholders  or  disinterested  directors,  or
otherwise.

         Section 145 of the DGCL also provides  that a corporation  may maintain
insurance  against  liabilities  for  which  indemnification  is  not  expressly
provided by the statute. The Registrant maintains reasonable levels of insurance
against liabilities for indemnification which it may incur under its Certificate
of Incorporation,  as amended (the "Certificate of  Incorporation")  and By-laws
(the "By-laws").

         Article VII of the  Registrant's  By-laws  provides that the Registrant
will  indemnify,  defend and hold harmless  directors,  officers,  employees and
agents of the Registrant to the fullest  extent  currently  permitted  under the
DGCL.

         In  addition,   Article  Sixth  of  the  Registrant's   Certificate  of
Incorporation, as permitted by Section 102(b) of the DGCL, provides that neither
the Registrant not its  stockholders  may recover damages from the  Registrant's
directors  for a breach  of their  fiduciary  duty in the  performance  of their
duties as  directors  of the  Registrant,  unless the breach  relates to (i) the
director's  duty of loyalty,  (ii) acts or omissions  not in good faith or which
involve intentional  misconduct or a knowing violation of law, (iii) Section 174
of the DGCL or (iv) any  transactions for which the director derived an improper
benefit.   The  Registrant's   By-laws  provide  for   indemnification   of  the
Registrant's  directors,  officers,  employees and agents on the terms permitted
under Section 145 of the DGCL summarized above.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                       3
<PAGE>

ITEM 8. EXHIBITS

<TABLE>
<CAPTION>
EXHIBITS NO.        DESCRIPTION
-------------------------------------------------------------------------------------------------
<S>                 <C>
4.1                 Consulting Agreement dated August 1, 2003 between Registrant and Gary F.
                    McNear
-------------------------------------------------------------------------------------------------
4.2                 Consulting Agreement dated August 1, 2003 between Registrant and Craig T.
                    Conklin
-------------------------------------------------------------------------------------------------
4.3                 Consulting Agreement dated August 1, 2003 between Registrant and Erik V.
                    Pohovich
-------------------------------------------------------------------------------------------------
4.4                 Modified Retainer Agreement dated September 16, 2003, between Registrant
                    and Gottbetter & Partners, LLP.
-------------------------------------------------------------------------------------------------
5.1                 Opinion of Counsel, Gottbetter & Partners, LLP.
-------------------------------------------------------------------------------------------------
23.1                Consent of Counsel (included in Exhibit 5 hereto)
-------------------------------------------------------------------------------------------------
23.2                Consent of Malone & Bailey, PLLC, Auditors
-------------------------------------------------------------------------------------------------
</TABLE>

ITEM 9. UNDERTAKINGS

         The Registrant hereby undertakes:

         1. To file,  during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement;

         2. For determining  liability  under the Securities Act of 1933,  treat
each  such  post-effective  amendment  as a new  registration  statement  of the
securities  offered,  and the offering of the  securities  at the time to be the
initial bona fide offering.

         3. File a post-effective  amendment to remove from  registration any of
the securities that remain unsold at the end of the offering.


                                       4
<PAGE>

                                   SIGNATURES

                         HY-TECH TECHNOLOGY GROUP, INC.

         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 New  York,  State  of New  York on the  16th  day of
September, 2003.


                                    By: /s/ MARTIN NIELSON
                                        -------------------------------------
                                        Martin Nielson
                                        Chief Executive Officer


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

<TABLE>
<CAPTION>
                                           Title                                        Date

<S>                                        <C>                                          <C>
/s/ MARTIN NIELSON                         Chief Executive Officer and Director         September 16, 2003
------------------------------------
Martin Nielson

/s/ GARY F. MCNEAR                         Vice President, Chief Financial Officer,
------------------------------------       Secretary and Director                       September 16, 2003
Gary F. McNear

/s/ CRAIG W. CONKLIN                       Vice President, Chief Operating Officer
------------------------------------       and Director                                 September 16, 2003
Craig W. Conklin
</TABLE>

                                       5
[{"type": "S-8", "sequence": "1", "filename": "forms3.txt", "secsgml_size_bytes": 15715}]
{"company-data": {"conformed-name": "HY TECH TECHNOLOGY GROUP INC", "cik": "0001156784", "assigned-sic": "7389", "irs-number": "954868120", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108892", "film-number": "03900465"}, "business-address": {"street1": "1840 BOY SCOUT DRIVE", "city": "FORT MEYERS", "state": "FL", "zip": "33907", "phone": "2392784111"}, "mail-address": {"street1": "1840 BOY SCOUT DRIVE", "city": "FORT MEYERS", "state": "FL", "zip": "33907"}, "former-company": {"former-conformed-name": "SRM NETWORKS INC", "date-changed": "20010806"}}
As filed with the Securities and Exchange Commission on September 18, 2003
                                    Registration No. 333-_______________________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         HY-TECH TECHNOLOGY GROUP, INC.
             (Exact name of registrant as specified in its charter)

                   Delaware                                  95-4868120
         (State or other jurisdiction                      (IRS Employer
              of incorporation or                        Identification No.)
                 organization)

                              1840 Boy Scout Drive
                              Fort Myers, FL 33907
                                 (239) 278-4111
              (Address, Including Zip Code and Telephone Number, of
                          Principal Executive Offices)

           Consulting Agreement Between Registrant And Gary F. McNear
          Consulting Agreement Between Registrant And Craig T. Conklin
          Consulting Agreement Between Registrant And Erik V. Pohovich
           Modified Retainer Agreement with Gottbetter & Partners, LLP
                            (Full Title of the Plan)

               Martin Nielson                                Copy to:
       Hy-Tech Technology Group, Inc.                Adam S. Gottbetter, Esq.
            1840 Boy Scout Drive                     Salvatore Fichera, Esq.
            Fort Myers, FL 33907                    Gottbetter & Parners, LLP.
               (239)  278-4111                    488 Madison Avenue, 12th Floor
  (Name,  Address  and  Telephone Number,            New York, New York 10022
 including Area Code, of Agent for Service)               (212) 400-6900
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
                                  Proposed Maximum
       Title of Securities         Amount To Be       Offering Price        Proposed Maximum Aggregate         Amount of
        To Be Registered            Registered        Per Share (1)               Offering Price           Registration Fee
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
Common Stock, par value $.001
per share
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
McNear Consulting Agreement    2,257,726      $.059                   $113,205.83                      $10.42
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
    Conklin Consulting Agreement   2,257,726      $.059                   $113,205.83                      $10.42
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
    Pohovich Consulting Agreement  271,930        $.059                   $16,043.87                       $1.48
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
    Gottbetter & Partners
    Agreement                      2,106,000      $.059                   $124,254                         $11.44
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
TOTAL:                             6,893,382      $.059                   $366,709.53                      $33.76
---------------------------------- -------------- ----------------------- -------------------------------- ------------------
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule  457(c) on the basis of the average of the high and low prices
of the common stock of the  Registrant as traded in the over-the  counter market
and reported on the OTC Electronic Bulletin Board of the National Association of
Securities Dealers on September 12, 2003.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

         Pursuant  to the  Note  to  Part I of the  Form  S-8,  the  information
required by Part I is not filed with the Securities and Exchange Commission.

ITEM 2. INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Registrant will provide without charge to each person to whom a copy of
a Section  10(a)  Prospectus  hereunder is  delivered,  upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests for such  information  should be directed to
Hy-Tech Technology Group, Inc., 1840 Boy Scout Drive, Fort Myers, FL 33907 (239)
278-4111.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  are   incorporated  by  reference  in  this
registration statement.

         a) Registrant's  Annual Report on Form 10-KSB for the fiscal year ended
February  28, 2003 filed  pursuant to Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act");

         b) All other reports  filed by Registrant  pursuant to Section 13(a) or
15(d) of the  Exchange  Act since the end of the fiscal year covered by the Form
10-KSB referred to in (a) above.

         c) The description of the common stock,  $.001 par value per share (the
"Common Stock") of the Registrant is contained in the Registrant's  registration
statement on Form 10-SB, as amended.

         All documents  filed by the  Registrant  pursuant to Section 13 (a), 13
(c),  14 and 15  (d)  of the  Exchange  Act  subsequent  to  the  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 hereby
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated in this registration  statement by reference and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in this registration  statement,  in a supplement to this registration
statement or 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 any subsequently filed supplement
to  this  registration  statement  or  in  any  document  that  is  subsequently
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

         Not  applicable.  The class of  securities  to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

         The  validity  of  the  shares  of  common  stock  registered  in  this
registration  statement has been passed upon for the  Registrant by Gottbetter &
Partners,  LLP,  ("G&P") whose opinion is attached  hereto as Exhibit 5.

                                       2
Adam S.  Gottbetter,  a partner in G&P,  will hold shares of common stock of the
Registrant upon the effectiveness of this registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Generally,  Section 145 of the Delaware  General  Corporation  Law (the
"DGCL")  empowers  a Delaware  corporation  to  indemnify  any person for claims
arising against the person for serving as a present or former director, officer,
employee, or agent of the corporation. Indemnity is available only if the person
acted in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the  corporation.  If the claim is a criminal  action,
indemnification  may be available only if the person had no reasonable  cause to
believe his or her conduct was  unlawful.  The  indemnity  may include  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably incurred in connection with the claim.

         A Delaware  corporation  may also indemnify  persons  against  expenses
(including  attorneys' fees) incurred for actions brought by or on behalf of the
corporation   subject  to  the  conditions   discussed  above,  except  that  no
indemnification  is  permitted  in respect of any claim as to which person shall
have been found to be liable to the corporation  unless a court determines that,
in  view of all  the  circumstances  of the  case,  the  person  is  fairly  and
reasonably entitled to indemnity.

         To the extent the person is successful  in defending a claim  described
in the preceding  two  paragraphs,  the  corporation  must  indemnify the person
against expenses (including  attorneys' fees) actually and reasonably  incurred.
The  indemnification  and advancement of expenses provided for in Section 145 is
not exclusive of any other rights to which the person may be entitled  under any
By-law,   agreement,   vote  of  stockholders  or  disinterested  directors,  or
otherwise.

         Section 145 of the DGCL also provides  that a corporation  may maintain
insurance  against  liabilities  for  which  indemnification  is  not  expressly
provided by the statute. The Registrant maintains reasonable levels of insurance
against liabilities for indemnification which it may incur under its Certificate
of Incorporation,  as amended (the "Certificate of  Incorporation")  and By-laws
(the "By-laws").

         Article VII of the  Registrant's  By-laws  provides that the Registrant
will  indemnify,  defend and hold harmless  directors,  officers,  employees and
agents of the Registrant to the fullest  extent  currently  permitted  under the
DGCL.

         In  addition,   Article  Sixth  of  the  Registrant's   Certificate  of
Incorporation, as permitted by Section 102(b) of the DGCL, provides that neither
the Registrant not its  stockholders  may recover damages from the  Registrant's
directors  for a breach  of their  fiduciary  duty in the  performance  of their
duties as  directors  of the  Registrant,  unless the breach  relates to (i) the
director's  duty of loyalty,  (ii) acts or omissions  not in good faith or which
involve intentional  misconduct or a knowing violation of law, (iii) Section 174
of the DGCL or (iv) any  transactions for which the director derived an improper
benefit.   The  Registrant's   By-laws  provide  for   indemnification   of  the
Registrant's  directors,  officers,  employees and agents on the terms permitted
under Section 145 of the DGCL summarized above.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       3
ITEM 8. EXHIBITS
EXHIBITS NO.        DESCRIPTION
-------------------------------------------------------------------------------------------------
4.1                 Consulting Agreement dated August 1, 2003 between Registrant and Gary F.
                    McNear
-------------------------------------------------------------------------------------------------
4.2                 Consulting Agreement dated August 1, 2003 between Registrant and Craig T.
                    Conklin
-------------------------------------------------------------------------------------------------
4.3                 Consulting Agreement dated August 1, 2003 between Registrant and Erik V.
                    Pohovich
-------------------------------------------------------------------------------------------------
4.4                 Modified Retainer Agreement dated September 16, 2003, between Registrant
                    and Gottbetter & Partners, LLP.
-------------------------------------------------------------------------------------------------
5.1                 Opinion of Counsel, Gottbetter & Partners, LLP.
-------------------------------------------------------------------------------------------------
23.1                Consent of Counsel (included in Exhibit 5 hereto)
-------------------------------------------------------------------------------------------------
23.2                Consent of Malone & Bailey, PLLC, Auditors
-------------------------------------------------------------------------------------------------
ITEM 9. UNDERTAKINGS

         The Registrant hereby undertakes:

         1. To file,  during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement;

         2. For determining  liability  under the Securities Act of 1933,  treat
each  such  post-effective  amendment  as a new  registration  statement  of the
securities  offered,  and the offering of the  securities  at the time to be the
initial bona fide offering.

         3. File a post-effective  amendment to remove from  registration any of
the securities that remain unsold at the end of the offering.

                                       4
SIGNATURES

                         HY-TECH TECHNOLOGY GROUP, INC.

         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 New  York,  State  of New  York on the  16th  day of
September, 2003.

                                    By: /s/ MARTIN NIELSON
                                        -------------------------------------
                                        Martin Nielson
                                        Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicates and on the dates indicated.
Title                                        Date
/s/ MARTIN NIELSON                         Chief Executive Officer and Director         September 16, 2003
------------------------------------
Martin Nielson

/s/ GARY F. MCNEAR                         Vice President, Chief Financial Officer,
------------------------------------       Secretary and Director                       September 16, 2003
Gary F. McNear

/s/ CRAIG W. CONKLIN                       Vice President, Chief Operating Officer
------------------------------------       and Director                                 September 16, 2003
Craig W. Conklin
5