Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

        Nevada                                          88-0361144
        ------                                          ----------
(State of incorporation)                    (I.R.S. employer identification no.)

   25550 Hawthorne  Boulevard,  Suite 207,  Torrance,  CA 90505,  (310) 375-2266
   -----------------------------------------------------------------------------
         (Address and telephone number of principal executive offices)

                     NON-QUALIFIED EMPLOYEE INCENTIVE STOCK PLAN
                       OF CAPITOL COMMUNITIES CORPORATION
                     -------------------------------------------
                            (Full title of the plan)

                                MICHAEL G. TODD
                                ---------------
    25550 Hawthorne Boulevard, Suite 207, Torrance, CA 90505, (310) 375-2266
      (Name, address and telephone number of agent for service of process)

                                With a copy to:
                         MICHAEL G. TODD, PRESIDENT
                             Capitol Communities Corporation
      25550 Hawthorne Boulevard, Suite 207, Torrance, California 90505

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of          Amount to be     Proposed           Proposed      Amount of
Securities         to be           Maximum            Maximum       Registration
To Be             Registered       Offering Price     Aggregate     Fee
Registered                         Per share          Offering
                                                      Price

Common Stock,     3,000,000(1)     $.085 (2)          $255,000      $ 23.46
$.01 par value
per share


(1)      Pursuant  to  Rule  416(c)  under  the  Securities  Act of  1933,  this
         registration  statement covers an indeterminate  amount of interests to
         be offered or sold  pursuant to the  Employee  Benefit  Plan  described
         herein,  the  number of shares of common  stock to be  offered  or sold
         pursuant to a  Non-Qualified  Employee  Incentive Stock Plan of Capitol
         Communities Corporation (the "Company"), dated February 20, 2002.

(2)      Estimated,  in accordance with Rule 457(c) and (h) under the Securities
         Act of 1933,  solely for the purpose of  calculating  the  registration
         fee,  based on the  average  of the high and low  prices of the  Common
         Shares of Registrant for the last five days prior to the filing of this
         Report, as reported by the National Quotation Bureau, Inc. ("NQB"), and
         reflect  inter-dealer  prices  as  reported  on the  NASDAQ  electronic
         bulletin board.


<PAGE>

                                     PART I

         The document(s) containing the information called for in Part I of Form
S-8 will be provided to the holder of the options  referred to in the  footnotes
above, as specified by Rule 428(b)(1).  Such information is not being filed with
or included in this  registration  statement  in  accordance  with the rules and
regulations of the Securities and Exchange Commission (the "Commission").

                                    PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents,  which have been filed with the Commission by
Capitol Communities  Corporation (the "Company" or the "Registrant") pursuant to
the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  are
incorporated by this reference and shall be deemed a part hereof:

         (a)      The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended September 30, 2001 and any amendments thereof; and

         (b)      All other  reports  filed by the  Company  pursuant to Section
                  13(a) and 15(d) of the  Securities  Exchange Act of 1934 since
                  September 30, 1996.

         (c)      The description of the Company's common stock,  $.01 par value
                  per  share  (the  "Common   Stock")   contained  in  the  Form
                  10-SB-12(g) Registration Statement,  filed with the Commission
                  on   September   16,  1996  (the  "Form   10-SB   Registration
                  Statement").

         All  reports  and other  documents  filed by the  Company  pursuant  to
Sections 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  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated herein by reference in this Registration Statement and to be a part
hereof from the date of filing of such  reports  and  documents.  Any  statement
contained in a document  incorporated  or deemed to be 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
other  subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The  validity of the  issuance of the Common  Shares  being  registered
hereby has been  passed  upon for the  Registrant  by  Elizabeth  Brandon-Brown,
counsel to the Registrant. Ms.Brandon-Brown, in her capacity as counsel, is paid
legal  fees  by  the  Registrant  and  is   participating  in  the  Registrant's
Non-Qualified  Employee Incentive Stock Plan. Ms. Brandon-Brown holds options to
acquire 500,000 Common Shares.

                                       2

<PAGE>


ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The Company is a Nevada  corporation.  Section  78.751(1) of the Nevada
Revised  Statutes  ("NRS")  authorizes a Nevada  corporation  to  indemnify  any
director,  officer,  employee,  or corporate  agent "who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action by or in the  right of the  corporation"  due to his  corporate
role.  Section 78.751(1) extends this protection  "against  expenses,  including
attorneys' fees,  judgments,  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
not opposed to the best interests of the  corporation,  and, with respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful."

         Section  78.751(2) of the NRS also  authorizes  indemnification  of the
reasonable  defense or  settlement  expenses of a corporate  director,  officer,
employee or agent who is sued, or is threatened  with a suit, by or in the right
of the  corporation.  The party must have been acting in good faith and with the
reasonable  belief that his actions were not opposed to the  corporation's  best
interests.  Unless the court  rules  that the party is  reasonably  entitled  to
indemnification,  the party  seeking  indemnification  must not have been  found
liable to the corporation.

         To the extent that a corporate director, officer, employee, or agent is
successful  on the merits or  otherwise in  defending  any action or  proceeding
referred to in Section  78.751(1)  or  78.751(2),  Section  78.751(3) of the NRS
requires that he be indemnified  "against expenses,  including  attorneys' fees,
actually and reasonably incurred by him in connection with the defense."

         Section  78.751(4)  of the NRS limits  indemnification  under  Sections
78.751(1) and 78.751(2) to situations in which either (1) the stockholders,  (2)
the majority of a disinterested  quorum of directors,  or (3) independent  legal
counsel determine that indemnification is proper under the circumstances.

         Pursuant to Section  78.751(5)  of the NRS,  the Company may advance an
officer's or director's  expenses incurred in defending any action or proceeding
upon receipt of an undertaking. Section 78.751(6)(a) provides that the rights to
indemnification and advancement of expenses shall not be deemed exclusive of any
other  rights  under  any  bylaw,   agreement,   stockholder  vote  or  vote  of
disinterested   directors.   Section   78.751(6)(b)   extends   the   rights  to
indemnification  and  advancement  of  expenses to former  directors,  officers,
employees and agents, as well as their heirs, executors and administrators.

         Regardless of whether a director,  officers,  employee or agent has the
right to  indemnity,  Section  78.752  allows the  corporation  to purchase  and
maintain  insurance on his behalf against  liability arising from this corporate
role.

         Article  VII,   Section  7  of  the  Company's   Bylaws   restates  the
above-referenced  indemnification  provisions  of  the  NRS.  Article  9 of  the
Company's Articles of Incorporation  requires the Company, to the fullest extent
permitted by Nevada law, to  indemnify  all persons whom it shall have the power
to indemnify  under said law against any and all expenses,  liabilities or other
matters referred to in or covered thereby, without excluding any other rights to
which the party to be indemnified may have.  These rights continue as to persons

                                       3

<PAGE>

who have  ceased to be agents of the  Company  and inures to the benefit of such
persons' heirs, executors and administrators.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

          The following documents, which have been filed by the Company with the
Securities and Exchange  Commission,  are  incorporated  into this  Registration
Statement by reference, except those which are filed herewith.

Exhibit
Number

4.       Non-Qualified Employee Incentive Stock Plan

4.1      Articles of Incorporation of the Registrant, as amended *

4.2      Bylaws of the Registrant *

5        Opinion of Elizabeth Brandon-Brown, Esq.

23.2     Consent of Elizabeth Brandon-Brown, Esq.**

23.3     Consent of Joel S. Baum P.A.

24       Power of Attorney (included on page 6 of this Registration Statement)

         * Exhibit(s)  incorporated  by reference from the  Registration on Form
         10-SB of the Company,  Registration  No.  915636 filed on September 16,
         1996.

         ** Incorporated by reference from Exhibit 5.

ITEM 9.  UNDERTAKINGS.

         The undersigned  Registrant hereby undertakes,  pursuant to Item 512 of
Regulation S-B:

         (1) To file,  during any period in which Registrant offers or sells the
securities registered hereunder, a post-effective amendment to this registration
statement to include any additional or changed material information with respect
to the plan of distribution.


                                       4

<PAGE>


         (2) That, for the purpose of determining 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.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Torrance, State of California, on March 4, 2002.

                            CAPITOL COMMUNITIES CORPORATION



                            By:  /s/ Michael G. Todd
                                 --------------------
                                 President, Chairman of the Board, and Director


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below hereby  constitutes  and appoints  Michael G. Todd as his true and
lawful   attorney-in-fact  and  agent  with  full  powers  of  substitution  and
re-substitution,  for  him in  his  name,  place  and  stead,  in  any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorney-in-fact and agent, and any substitutes
therefor,  full power and  authority  to do and  perform  each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully to
all intents and purposes as he might or could do in person, lawfully do or cause
to be done by virtue hereof.


                                       5

<PAGE>


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

Signature                   Title                             Date

/s/ Raymond Baptista        Director, Vice President          March 4, 2002
    ----------------
    Raymond Baptista

/s/ Thomas C. Blake         Director                          March 4, 2002
    ----------------
    Thomas C. Blake

/s/ David Paes              Vice President, Treasurer         March 4, 2002
    ----------------
    David Paes
                                 EXHIBIT INDEX

          The following documents, which have been filed by the Company with the
Securities  and  Exchange  Commission,  are  incorporated  in this  Registration
Statement by reference, except those which are filed herewith.

Exhibit          Description

4            Non-Qualified Employee Incentive Stock Plan

4.1          Articles of Incorporation of the Registrant, as amended *

4.2          Bylaws of the Registrant *

5            Opinion of  Elizabeth Brandon-Brown, Esq.

10.44        Non-Qualified Employee Incentive Stock Plan

23.2         Consent of Elizabeth Brandon-Brown, Esq.**

23.3         Consent of Joel S. Baum P.A.

24           Power of Attorney (included on page 6  of this
             Registration Statement)

         * Exhibit(s)  incorporated  by reference from the  Registration on Form
         10-SB of the Company,  Registration  No.  915636 filed on September 16,
         1996.

         ** Incorporated by reference from Exhibit 5.





                                       6
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{"company-data": {"conformed-name": "CAPITOL COMMUNITIES CORP", "cik": "0000915636", "assigned-sic": "6500", "irs-number": "880361144", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83806", "film-number": "02567891"}, "business-address": {"street1": "25550 HAWTHORNE BLVD", "street2": "STE 207", "city": "TORRENCE", "state": "CA", "zip": "90505", "phone": "3103752266"}, "mail-address": {"street1": "2550 HAWTHORNE BLVD", "city": "TORRENCE", "state": "CA", "zip": "90505"}, "former-company": {"former-conformed-name": "AWEC RESOURCES INC", "date-changed": "19931201"}}
Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

        Nevada                                          88-0361144
        ------                                          ----------
(State of incorporation)                    (I.R.S. employer identification no.)

   25550 Hawthorne  Boulevard,  Suite 207,  Torrance,  CA 90505,  (310) 375-2266
   -----------------------------------------------------------------------------
         (Address and telephone number of principal executive offices)

                     NON-QUALIFIED EMPLOYEE INCENTIVE STOCK PLAN
                       OF CAPITOL COMMUNITIES CORPORATION
                     -------------------------------------------
                            (Full title of the plan)

                                MICHAEL G. TODD
                                ---------------
    25550 Hawthorne Boulevard, Suite 207, Torrance, CA 90505, (310) 375-2266
      (Name, address and telephone number of agent for service of process)

                                With a copy to:
                         MICHAEL G. TODD, PRESIDENT
                             Capitol Communities Corporation
      25550 Hawthorne Boulevard, Suite 207, Torrance, California 90505

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of          Amount to be     Proposed           Proposed      Amount of
Securities         to be           Maximum            Maximum       Registration
To Be             Registered       Offering Price     Aggregate     Fee
Registered                         Per share          Offering
                                                      Price

Common Stock,     3,000,000(1)     $.085 (2)          $255,000      $ 23.46
$.01 par value
per share

(1)      Pursuant  to  Rule  416(c)  under  the  Securities  Act of  1933,  this
         registration  statement covers an indeterminate  amount of interests to
         be offered or sold  pursuant to the  Employee  Benefit  Plan  described
         herein,  the  number of shares of common  stock to be  offered  or sold
         pursuant to a  Non-Qualified  Employee  Incentive Stock Plan of Capitol
         Communities Corporation (the "Company"), dated February 20, 2002.

(2)      Estimated,  in accordance with Rule 457(c) and (h) under the Securities
         Act of 1933,  solely for the purpose of  calculating  the  registration
         fee,  based on the  average  of the high and low  prices of the  Common
         Shares of Registrant for the last five days prior to the filing of this
         Report, as reported by the National Quotation Bureau, Inc. ("NQB"), and
         reflect  inter-dealer  prices  as  reported  on the  NASDAQ  electronic
         bulletin board.
PART I

         The document(s) containing the information called for in Part I of Form
S-8 will be provided to the holder of the options  referred to in the  footnotes
above, as specified by Rule 428(b)(1).  Such information is not being filed with
or included in this  registration  statement  in  accordance  with the rules and
regulations of the Securities and Exchange Commission (the "Commission").

                                    PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents,  which have been filed with the Commission by
Capitol Communities  Corporation (the "Company" or the "Registrant") pursuant to
the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  are
incorporated by this reference and shall be deemed a part hereof:

         (a)      The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended September 30, 2001 and any amendments thereof; and

         (b)      All other  reports  filed by the  Company  pursuant to Section
                  13(a) and 15(d) of the  Securities  Exchange Act of 1934 since
                  September 30, 1996.

         (c)      The description of the Company's common stock,  $.01 par value
                  per  share  (the  "Common   Stock")   contained  in  the  Form
                  10-SB-12(g) Registration Statement,  filed with the Commission
                  on   September   16,  1996  (the  "Form   10-SB   Registration
                  Statement").

         All  reports  and other  documents  filed by the  Company  pursuant  to
Sections 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  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated herein by reference in this Registration Statement and to be a part
hereof from the date of filing of such  reports  and  documents.  Any  statement
contained in a document  incorporated  or deemed to be 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
other  subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The  validity of the  issuance of the Common  Shares  being  registered
hereby has been  passed  upon for the  Registrant  by  Elizabeth  Brandon-Brown,
counsel to the Registrant. Ms.Brandon-Brown, in her capacity as counsel, is paid
legal  fees  by  the  Registrant  and  is   participating  in  the  Registrant's
Non-Qualified  Employee Incentive Stock Plan. Ms. Brandon-Brown holds options to
acquire 500,000 Common Shares.

                                       2
ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The Company is a Nevada  corporation.  Section  78.751(1) of the Nevada
Revised  Statutes  ("NRS")  authorizes a Nevada  corporation  to  indemnify  any
director,  officer,  employee,  or corporate  agent "who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action by or in the  right of the  corporation"  due to his  corporate
role.  Section 78.751(1) extends this protection  "against  expenses,  including
attorneys' fees,  judgments,  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
not opposed to the best interests of the  corporation,  and, with respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful."

         Section  78.751(2) of the NRS also  authorizes  indemnification  of the
reasonable  defense or  settlement  expenses of a corporate  director,  officer,
employee or agent who is sued, or is threatened  with a suit, by or in the right
of the  corporation.  The party must have been acting in good faith and with the
reasonable  belief that his actions were not opposed to the  corporation's  best
interests.  Unless the court  rules  that the party is  reasonably  entitled  to
indemnification,  the party  seeking  indemnification  must not have been  found
liable to the corporation.

         To the extent that a corporate director, officer, employee, or agent is
successful  on the merits or  otherwise in  defending  any action or  proceeding
referred to in Section  78.751(1)  or  78.751(2),  Section  78.751(3) of the NRS
requires that he be indemnified  "against expenses,  including  attorneys' fees,
actually and reasonably incurred by him in connection with the defense."

         Section  78.751(4)  of the NRS limits  indemnification  under  Sections
78.751(1) and 78.751(2) to situations in which either (1) the stockholders,  (2)
the majority of a disinterested  quorum of directors,  or (3) independent  legal
counsel determine that indemnification is proper under the circumstances.

         Pursuant to Section  78.751(5)  of the NRS,  the Company may advance an
officer's or director's  expenses incurred in defending any action or proceeding
upon receipt of an undertaking. Section 78.751(6)(a) provides that the rights to
indemnification and advancement of expenses shall not be deemed exclusive of any
other  rights  under  any  bylaw,   agreement,   stockholder  vote  or  vote  of
disinterested   directors.   Section   78.751(6)(b)   extends   the   rights  to
indemnification  and  advancement  of  expenses to former  directors,  officers,
employees and agents, as well as their heirs, executors and administrators.

         Regardless of whether a director,  officers,  employee or agent has the
right to  indemnity,  Section  78.752  allows the  corporation  to purchase  and
maintain  insurance on his behalf against  liability arising from this corporate
role.

         Article  VII,   Section  7  of  the  Company's   Bylaws   restates  the
above-referenced  indemnification  provisions  of  the  NRS.  Article  9 of  the
Company's Articles of Incorporation  requires the Company, to the fullest extent
permitted by Nevada law, to  indemnify  all persons whom it shall have the power
to indemnify  under said law against any and all expenses,  liabilities or other
matters referred to in or covered thereby, without excluding any other rights to
which the party to be indemnified may have.  These rights continue as to persons

                                       3
who have  ceased to be agents of the  Company  and inures to the benefit of such
persons' heirs, executors and administrators.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

          The following documents, which have been filed by the Company with the
Securities and Exchange  Commission,  are  incorporated  into this  Registration
Statement by reference, except those which are filed herewith.

Exhibit
Number

4.       Non-Qualified Employee Incentive Stock Plan

4.1      Articles of Incorporation of the Registrant, as amended *

4.2      Bylaws of the Registrant *

5        Opinion of Elizabeth Brandon-Brown, Esq.

23.2     Consent of Elizabeth Brandon-Brown, Esq.**

23.3     Consent of Joel S. Baum P.A.

24       Power of Attorney (included on page 6 of this Registration Statement)

         * Exhibit(s)  incorporated  by reference from the  Registration on Form
         10-SB of the Company,  Registration  No.  915636 filed on September 16,
         1996.

         ** Incorporated by reference from Exhibit 5.

ITEM 9.  UNDERTAKINGS.

         The undersigned  Registrant hereby undertakes,  pursuant to Item 512 of
Regulation S-B:

         (1) To file,  during any period in which Registrant offers or sells the
securities registered hereunder, a post-effective amendment to this registration
statement to include any additional or changed material information with respect
to the plan of distribution.

                                       4
(2) That, for the purpose of determining 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.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Torrance, State of California, on March 4, 2002.

                            CAPITOL COMMUNITIES CORPORATION

                            By:  /s/ Michael G. Todd
                                 --------------------
                                 President, Chairman of the Board, and Director

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below hereby  constitutes  and appoints  Michael G. Todd as his true and
lawful   attorney-in-fact  and  agent  with  full  powers  of  substitution  and
re-substitution,  for  him in  his  name,  place  and  stead,  in  any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorney-in-fact and agent, and any substitutes
therefor,  full power and  authority  to do and  perform  each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully to
all intents and purposes as he might or could do in person, lawfully do or cause
to be done by virtue hereof.

                                       5
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                   Title                             Date

/s/ Raymond Baptista        Director, Vice President          March 4, 2002
    ----------------
    Raymond Baptista

/s/ Thomas C. Blake         Director                          March 4, 2002
    ----------------
    Thomas C. Blake

/s/ David Paes              Vice President, Treasurer         March 4, 2002
    ----------------
    David Paes
                                 EXHIBIT INDEX

          The following documents, which have been filed by the Company with the
Securities  and  Exchange  Commission,  are  incorporated  in this  Registration
Statement by reference, except those which are filed herewith.

Exhibit          Description

4            Non-Qualified Employee Incentive Stock Plan

4.1          Articles of Incorporation of the Registrant, as amended *

4.2          Bylaws of the Registrant *

5            Opinion of  Elizabeth Brandon-Brown, Esq.

10.44        Non-Qualified Employee Incentive Stock Plan

23.2         Consent of Elizabeth Brandon-Brown, Esq.**

23.3         Consent of Joel S. Baum P.A.

24           Power of Attorney (included on page 6  of this
             Registration Statement)

         * Exhibit(s)  incorporated  by reference from the  Registration on Form
         10-SB of the Company,  Registration  No.  915636 filed on September 16,
         1996.

         ** Incorporated by reference from Exhibit 5.

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