As filed with the Securities and Exchange Commission on January 7, 2005

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                               USURF AMERICA, INC.
                       (Name of Registrant in its charter)

            NEVADA                                                91-2117796
   (State or jurisdiction of                                   (I.R.S. Employer
incorporation or organization)                               Identification No.)

                       390 Interlocken Crescent, Suite 900
                           Broomfield, Colorado 80021
                                 (719) 260-6455
                   (Address, including zip code, and telephone
             number, including area code, of Registrant's principal
                               executive offices)

                    Consulting Agreement of David A. Weisman
                            (Full Title of the Plan)

                         Douglas O. McKinnon, President
                       390 Interlocken Crescent, Suite 900
                           Broomfield, Colorado 80021
                                 (719) 260-6455
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                             Christopher K. Brenner
                          Christopher K. Brenner, P.C.
                           130 E. Kiowa St., Suite 600
                           Colorado Springs, CO 80903
                                 (719) 471-7026
                               (719) 471-7036 Fax

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
                                                    Proposed          Proposed
                                                    Maximum           Maximum
                                    Amount          Offering         Aggregate          Amount of
       Title of Securities           To be         Price per          Offering        Registration
        to be Registered          Registered       Share (1)          Price(1)           Fee(1)
-----------------------------------------------------------------------------------------------------
<S>                              <C>                <C>             <C>                 <C>
Common Stock                     17,500,000         $0.08           $1,400,000          $164.78
-----------------------------------------------------------------------------------------------------
Total                            17,500,000         $0.08           $1,400,000          $164.78
-----------------------------------------------------------------------------------------------------
</TABLE>

(1)   Pursuant to Rule 457(h)(1) of the Securities Exchange Act of 1934, the
      proposed maximum offering price per share, proposed maximum aggregate
      offering price and amount of registration fee were computed based upon the
      average of the high and low prices of the shares of Common Stock on
      January 3, 2005.

<PAGE>

                                     PART I

      The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Act"). Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:

      (a)   The Annual Report of the Company on Form 10-KSB for the fiscal year
            ended December 31, 2003;

      (b)   Form 8-K, dated February 6, 2004, disclosing the pending acquisition
            of business assets;

      (c)   Form 8-K, dated March 10, 2004, disclosing the de-listing of the
            Company's stock by the American Stock Exchange;

      (d)   Form 8-K, dated March 23, 2004, disclosing that the Company's stock
            was quoted on the OTC Bulletin Board, effective March 22, 2004;

      (e)   Form 8-KA, dated April 21, 2004, disclosing the pending acquisition
            of a business and that financial statements would be filed upon
            closing the transaction;

      (f)   Form 8-K, dated May 5, 2004 disclosing the pending acquisition of
            business assets;

      (g)   The Quarterly Report of the Company on Form 10-QSB for the three
            months ended March 31,2004;

      (h)   Form 8-KA, dated July 6, 2004 disclosing the financial statements
            related to the acquisition of business assets;

      (i)   Form 8-K, dated July 20, 2004 disclosing the termination of the
            agreement to acquire business assets;

      (j)   The Quarterly Report of the Company on Form 10-QSB for the six
            months ended June 30,2004;

      (k)   Form 8-K, dated November 5, 2004 disclosing the private placement of
            convertible preferred stock;

      (l)   Form 8-K, dated December 9, 2004 disclosing the election of two
            Directors and appointment of Vice President;

      (m)   The Quarterly Report of the Company on Form 10-QSB for the nine
            months ended September 30,2004;

      (n)   Form 8-K, dated December 21, 2004 disclosing the election of a
            Director and resignation of a Director;

      (o)   Registration Statement on Form SB-2, dated December 27, 2004
            registering shares of common stock to be sold by selling
            shareholders; and

      (p)   The description of the Company's Common Stock, par value $.0001 per
            share (the "Common Stock"), which is contained in the Company's
            Registration Statement on Form S-1 filed under the Securities
            Exchange Act of 1934, as amended (the "Exchange Act") on October 11,
            2002, including any amendment or report filed with the Commission
            for the purpose of updating such description of Common Stock.

<PAGE>

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.

ITEM  4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM  5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Nevada Revised Statutes 78.750, 751, and 752 have similar provisions that
provide for discretionary and mandatory indemnification of officers, directors,
employees, and agents of a corporation. Under these provisions, such persons may
be indemnified by a corporation against expenses, including attorney's fees,
judgment, fines and amounts paid in settlement, actually and reasonably incurred
by him in connection with the action, suit or proceeding, if he acted in good
faith and in a manner which he reasonably believed to be in or opposed to the
best interests of the corporation and with respect to any criminal action or
proceeding, had no reasonable cause to any action, suit or proceeding, had no
reasonable cause to believe his conduct was unlawful.

      To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding, or in defense of any claim, issue or matter, he must be indemnified
by a corporation against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the defense.

      Any indemnification, unless ordered by a court or advanced by a
corporation, must be made only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances. The determination must be made:

      o     By the stockholders;

      o     By the board of directors by majority vote of a quorum consisting of
            directors who were not parties to that act, suit or proceeding;

      o     If a majority vote of a quorum consisting of directors who were not
            parties to the act, suit or proceeding cannot be obtained, by
            independent legal counsel in a written opinion; or

      o     If a quorum consisting of directors who were not parties to the act,
            suit or proceeding cannot be obtained, by independent legal counsel
            in a written opinion;

      o     Expenses of officers and directors incurred in defending a civil or
            criminal action, suit or proceeding must be paid by the corporation
            as they are incurred and in advance of the final disposition of the
            action, suit or proceeding, upon receipt of an undertaking by the
            director or officer to repay the amount if it is ultimately
            determined by a court of competent jurisdiction that he is not
            entitled to be indemnified by a corporation.

      o     To the extent that a director, officer, employee or agent of a
            corporation has been successful on the merits or otherwise in
            defense of any action, suit or proceeding referred to in subsections
            1 and 2, or in defense of any claim, issue or matter therein, a
            corporation shall indemnify him against expenses, including
            attorneys' fees, actually and reasonably incurred by him in
            connection with the defense.

      SEC Position on Indemnification

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

ITEM 8. EXHIBITS.

Exhibit
4.1     Consulting Agreement of David A. Weisman

5.1     Opinion of Christopher K. Brenner, P.C. re: Legality (filed herewith)

23.1    Consent of Hein & Associates LLP. (filed herewith)

23.2    Consent of Christopher K. Brenner, P.C. (included in Exhibit 5.1
        opinion letter)

ITEM 9. UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to 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) 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.

      (b) 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 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.

      (c) 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 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
connected 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.

<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 State of Colorado, on January 7, 2005.

USURF AMERICA, INC.

By:   /s/ Douglas O. McKinnon
  -----------------------------------
      Douglas O. McKinnon, President
      and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated below:

<TABLE>
<CAPTION>
Signatures                             Title                                         Date
----------                             -----                                         ----
<S>                                    <C>                                           <C>
/s/ Douglas O. McKinnon                President and Chief Executive Officer         January 7, 2005
-------------------------------        (Principal
Douglas O. McKinnon                    Executive Officer) and Director

/s/ Ronald Bass                        Principal Accounting Officer                  January 7, 2005
-------------------------------
Ronald Bass

/s/ David A. Weisman                   Director and Chairman of the Board            January 7, 2005
-------------------------------
David A.Weisman

/s/ Richard E. Wilson                  Director                                      January 7, 2005
-------------------------------
Richard E. Wilson

/s/ Byron Young                        Director                                      January 7, 2005
-------------------------------
Byron Young

/s/ Ed Garneau                         Director                                      January 7, 2005
-------------------------------
Ed Garneau
</TABLE>
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{"company-data": {"conformed-name": "USURF AMERICA INC", "cik": "0001035398", "assigned-sic": "7370", "irs-number": "721346591", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121920", "film-number": "05519483"}, "business-address": {"street1": "8748 QUARTERS LAKE RD", "city": "BATON ROUGE", "state": "LA", "zip": "70809", "phone": "2259227744"}, "mail-address": {"street1": "6005 DELMONICO DRIVE STE. 140", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80919"}, "former-company": [{"former-conformed-name": "INTERNET MEDIA CORP", "date-changed": "19980729"}, {"former-conformed-name": "MEDIA ENTERTAINMENT INC", "date-changed": "19980729"}]}
As filed with the Securities and Exchange Commission on January 7, 2005

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                               USURF AMERICA, INC.
                       (Name of Registrant in its charter)

            NEVADA                                                91-2117796
   (State or jurisdiction of                                   (I.R.S. Employer
incorporation or organization)                               Identification No.)

                       390 Interlocken Crescent, Suite 900
                           Broomfield, Colorado 80021
                                 (719) 260-6455
                   (Address, including zip code, and telephone
             number, including area code, of Registrant's principal
                               executive offices)

                    Consulting Agreement of David A. Weisman
                            (Full Title of the Plan)

                         Douglas O. McKinnon, President
                       390 Interlocken Crescent, Suite 900
                           Broomfield, Colorado 80021
                                 (719) 260-6455
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                             Christopher K. Brenner
                          Christopher K. Brenner, P.C.
                           130 E. Kiowa St., Suite 600
                           Colorado Springs, CO 80903
                                 (719) 471-7026
                               (719) 471-7036 Fax

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                                    Proposed          Proposed
                                                    Maximum           Maximum
                                    Amount          Offering         Aggregate          Amount of
       Title of Securities           To be         Price per          Offering        Registration
        to be Registered          Registered       Share (1)          Price(1)           Fee(1)
-----------------------------------------------------------------------------------------------------
Common Stock                     17,500,000         $0.08           $1,400,000          $164.78
-----------------------------------------------------------------------------------------------------
Total                            17,500,000         $0.08           $1,400,000          $164.78
-----------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule 457(h)(1) of the Securities Exchange Act of 1934, the
      proposed maximum offering price per share, proposed maximum aggregate
      offering price and amount of registration fee were computed based upon the
      average of the high and low prices of the shares of Common Stock on
      January 3, 2005.
PART I

      The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Act"). Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:

      (a)   The Annual Report of the Company on Form 10-KSB for the fiscal year
            ended December 31, 2003;

      (b)   Form 8-K, dated February 6, 2004, disclosing the pending acquisition
            of business assets;

      (c)   Form 8-K, dated March 10, 2004, disclosing the de-listing of the
            Company's stock by the American Stock Exchange;

      (d)   Form 8-K, dated March 23, 2004, disclosing that the Company's stock
            was quoted on the OTC Bulletin Board, effective March 22, 2004;

      (e)   Form 8-KA, dated April 21, 2004, disclosing the pending acquisition
            of a business and that financial statements would be filed upon
            closing the transaction;

      (f)   Form 8-K, dated May 5, 2004 disclosing the pending acquisition of
            business assets;

      (g)   The Quarterly Report of the Company on Form 10-QSB for the three
            months ended March 31,2004;

      (h)   Form 8-KA, dated July 6, 2004 disclosing the financial statements
            related to the acquisition of business assets;

      (i)   Form 8-K, dated July 20, 2004 disclosing the termination of the
            agreement to acquire business assets;

      (j)   The Quarterly Report of the Company on Form 10-QSB for the six
            months ended June 30,2004;

      (k)   Form 8-K, dated November 5, 2004 disclosing the private placement of
            convertible preferred stock;

      (l)   Form 8-K, dated December 9, 2004 disclosing the election of two
            Directors and appointment of Vice President;

      (m)   The Quarterly Report of the Company on Form 10-QSB for the nine
            months ended September 30,2004;

      (n)   Form 8-K, dated December 21, 2004 disclosing the election of a
            Director and resignation of a Director;

      (o)   Registration Statement on Form SB-2, dated December 27, 2004
            registering shares of common stock to be sold by selling
            shareholders; and

      (p)   The description of the Company's Common Stock, par value $.0001 per
            share (the "Common Stock"), which is contained in the Company's
            Registration Statement on Form S-1 filed under the Securities
            Exchange Act of 1934, as amended (the "Exchange Act") on October 11,
            2002, including any amendment or report filed with the Commission
            for the purpose of updating such description of Common Stock.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.

ITEM  4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM  5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Nevada Revised Statutes 78.750, 751, and 752 have similar provisions that
provide for discretionary and mandatory indemnification of officers, directors,
employees, and agents of a corporation. Under these provisions, such persons may
be indemnified by a corporation against expenses, including attorney's fees,
judgment, fines and amounts paid in settlement, actually and reasonably incurred
by him in connection with the action, suit or proceeding, if he acted in good
faith and in a manner which he reasonably believed to be in or opposed to the
best interests of the corporation and with respect to any criminal action or
proceeding, had no reasonable cause to any action, suit or proceeding, had no
reasonable cause to believe his conduct was unlawful.

      To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding, or in defense of any claim, issue or matter, he must be indemnified
by a corporation against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the defense.

      Any indemnification, unless ordered by a court or advanced by a
corporation, must be made only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances. The determination must be made:

      o     By the stockholders;

      o     By the board of directors by majority vote of a quorum consisting of
            directors who were not parties to that act, suit or proceeding;

      o     If a majority vote of a quorum consisting of directors who were not
            parties to the act, suit or proceeding cannot be obtained, by
            independent legal counsel in a written opinion; or

      o     If a quorum consisting of directors who were not parties to the act,
            suit or proceeding cannot be obtained, by independent legal counsel
            in a written opinion;

      o     Expenses of officers and directors incurred in defending a civil or
            criminal action, suit or proceeding must be paid by the corporation
            as they are incurred and in advance of the final disposition of the
            action, suit or proceeding, upon receipt of an undertaking by the
            director or officer to repay the amount if it is ultimately
            determined by a court of competent jurisdiction that he is not
            entitled to be indemnified by a corporation.

      o     To the extent that a director, officer, employee or agent of a
            corporation has been successful on the merits or otherwise in
            defense of any action, suit or proceeding referred to in subsections
            1 and 2, or in defense of any claim, issue or matter therein, a
            corporation shall indemnify him against expenses, including
            attorneys' fees, actually and reasonably incurred by him in
            connection with the defense.

      SEC Position on Indemnification

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

ITEM 8. EXHIBITS.

Exhibit
4.1     Consulting Agreement of David A. Weisman

5.1     Opinion of Christopher K. Brenner, P.C. re: Legality (filed herewith)

23.1    Consent of Hein & Associates LLP. (filed herewith)

23.2    Consent of Christopher K. Brenner, P.C. (included in Exhibit 5.1
        opinion letter)

ITEM 9. UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to 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) 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.

      (b) 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 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.

      (c) 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 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
connected 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.
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 State of Colorado, on January 7, 2005.

USURF AMERICA, INC.

By:   /s/ Douglas O. McKinnon
  -----------------------------------
      Douglas O. McKinnon, President
      and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated below:
Signatures                             Title                                         Date
----------                             -----                                         ----
/s/ Douglas O. McKinnon                President and Chief Executive Officer         January 7, 2005
-------------------------------        (Principal
Douglas O. McKinnon                    Executive Officer) and Director

/s/ Ronald Bass                        Principal Accounting Officer                  January 7, 2005
-------------------------------
Ronald Bass

/s/ David A. Weisman                   Director and Chairman of the Board            January 7, 2005
-------------------------------
David A.Weisman

/s/ Richard E. Wilson                  Director                                      January 7, 2005
-------------------------------
Richard E. Wilson

/s/ Byron Young                        Director                                      January 7, 2005
-------------------------------
Byron Young

/s/ Ed Garneau                         Director                                      January 7, 2005
-------------------------------
Ed Garneau