As filed with the Securities and Exchange Commission on June 30, 2003

                                                     Registration No. 333-______

                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             AVATECH SOLUTIONS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                      7372
--------------------------------------------------------------------------------
            (Primary Standard Industrial Classification Code Number)

                                   81-1035353
--------------------------------------------------------------------------------
                      (IRS Employer Identification Number)

         17015 Red Run Blvd. Suite 101, Owings Mills, Maryland  21117
--------------------------------------------------------------------------------
              (Address of Principal Executive Offices)       (Zip Code)

              Avatech Solutions, Inc. Employee Stock Purchase Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

    Christopher D. Olander, General Counsel, 17015 Red Run Blvd. Suite 101,
                          Owings Mills, Maryland 21117
--------------------------------------------------------------------------------
            (Name, Address, Including Zip Code of Agent for Service)

                                 (410) 581-8080
--------------------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                             Hillel Tendler, Esquire
                              Carmen Fonda, Esquire
                 Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.,
                          One South Street, 27th Floor,
                           Baltimore, Maryland 21202
<TABLE>

==================================================================================================================
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
          Title of                  Amount of        Proposed Maximum       Proposed Maximum        Amount of
        Shares to be              shares to be      Offering Price Per     Aggregate Offering    Registration Fee
         Registered               Registered (1)          Share(2)               Price(1)
------------------------------ -------------------- -------------------- ----------------------- -----------------
------------------------------ -------------------- -------------------- ----------------------- -----------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Common Stock,
par value $.01 per share             700,000               $0.72                $505,750              $64.08
==================================================================================================================
</TABLE>

(1)  This registration  statement  registers an additional 700,000 shares of the
     same class as other securities for which a registration  statement filed on
     this form  relating to the same  employee  benefit  plan is  effective.  We
     previously  registered  100,000  shares of common stock on October 18, 1996
     (File No.  333-14429),  75,000 shares of common stock on June 4, 1998 (File
     No. 333-56079), and 125,000 shares of common stock on August 26, 1999 (File
     No.  333-85939)  pursuant to the Avatech  Solutions,  Inc.  Employee  Stock
     Purcahse  Plan.  We will have an aggregate of 1,000,000  shares  registered
     pursuant to the Avatech  Solutions,  Inc. Employee Stock Purchase Plan upon
     the  effectiveness  of this  registration  statement,  plus such additional
     number of Shares as may become issuable by operation of the anti-dilutional
     provisions of the plan.

(2)  Under Rule 457(h) the registration fee may be calculated, inter alia, based
     upon the  price at which  the  options  may be  exercised.  Under the Plan,
     options may be  exercised  at a price equal to 85% of the fair market value
     of the Common Stock at the time of grant. Based upon the last sale price of
     the Common Stock of the Registrant as reported on the OTC Bulletin Board on
     June 30,  2004 of $0.85 per  share,  the  aggregate  exercise  price of the
     700,000 shares to be offered hereby is $505,750.


<PAGE>


                                EXPLANATORY NOTE

     This Registration  Statement is filed pursuant to General  Instruction E of
Form S-8 for the  purpose of  registering  700,000  additional  shares of common
stock, par value $0.01 per share ("Common Stock"), of Avatech Solutions, Inc., a
Delaware corporation (the "Registrant"), reserved for issuance upon the exercise
of stock options that may be granted under the Avatech Solutions,  Inc. Employee
Stock  Purchase Plan (the "Plan").  A registration  statement  filed on Form S-8
relating to the Plan is currently effective.  The Registrant has elected to rely
upon  General  Instruction  E to  Form  S-8,  which  permits  the  filing  of an
abbreviated registration statement for the registration of additional securities
for an employee benefit plan for which an earlier S-8 registration is effective.
Consequently, pursuant to General Instruction E to Form S-8, the contents of the
Registration Statements on Form S-8 File Nos. 333-14429, 333-56079 and 333-85939
are incorporated by reference into this Registration Statement.

     In  September  2003,  the  Registrant's  Board of Directors  authorized  an
increase of 150,000 shares  available for issuance under the Plan,  bringing the
total  number of shares  reserved  for  issuance to 450,000.  This  increase was
approved by the  Registrant's  shareholders  on October 30, 2003. In April 2004,
the Registrant's Board of Directors authorized an additional increase of 550,000
shares to the number of shares  available for issuance under the Plan,  bringing
the total  number of shares  reserved  for issuance  shares to  1,000,000.  This
additional  increase was approved by the  Registrant's  shareholders  on June 4,
2004. In  aggregate,  an  additional  700,000  shares were reserved for issuance
under the Plan.




                                       1
<PAGE>

           Part II: Information Required in the Registration Statement

Item 3:  Incorporation of Documents by Reference.

     The   Securities  and  Exchange   Commission   (the  "SEC")  allows  us  to
"incorporate by reference"  certain  information we file with them,  which means
that we can disclose  important  information  to you by  referring  you to those
documents.  The  information  incorporated  by reference is an important part of
this registration statement,  and information that we file subsequently with the
SEC  pursuant to Sections  13(a),  13(c),  14, and 15(d) of the  Securities  and
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act") will be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such  documents  and will  automatically  update  and
supersede this  information.  We  incorporate by reference the documents  listed
below and any future filings made with the SEC under Sections 13(a),  13(c), 14,
and 15(d) of the  Exchange  Act (except to the extent the  information  has been
filed  under a rule which  states  that it is not deemed to be  incorporated  by
reference),  until  such  time as this  registration  statement  is no longer in
effect:

     (i) Annual Report on Form 10-K for the fiscal year ended June 30, 2003;

     (ii) Quarterly  Reports on Form 10-Q for the quarters  ended  September 30,
2003, December 31, 2003, and March 31, 2004, as amended;

     (iii)  Current  Reports on Form 8-K filed on August 4, 2003,  September 16,
2003, November 17, 2003, January 21 2004, February 17, 2004, and May 18, 2004;

     (iv)   Description  of  the  Company's   Common  Stock   contained  in  the
registration  statement for such class of  securities  filed under Section 12 of
the Exchange Act,  including any  amendments or reports filed for the purpose of
updating such description.

Item 8:  Exhibits

<TABLE>
<CAPTION>
Exhibit
  No.    Exhibit Description Page No.
-------------------------------------------------------------------------------------------------------------

<S>                                                                                                       <C>
  5.1    Opinion                                                                                      E - 1

 10.1    Avatech Solutions, Inc. Employee Stock Purchase Plan                                         E - 3

 15.1    Letters regarding unaudited interim financial information *

 21.1    Subsidiaries of the Registrant**

 23.1    Consent of Neuberger, Quinn, Gielen, Rubin & Gibber, P.A. (included in Exhibit 5.1)

 23.2    Consent of Ernst & Young                                                                    E - 10

 23.3    Consent of Walpert and Wolpoff, LLP                                                         E - 11

 24.1    Power of Attorney of Edgar Aronson                                                          E - 12

 24.2    Power of Attorney of Garnett Y. Clark, Jr.                                                  E - 13

 24.3    Power of Attorney of George Cox, Eugene J. Fischer and W. James Hindman                     E - 14

 24.4    Power of Attorney of Robert LaBlanc                                                         E - 15

 24.5    Power of Attorney of Robert Post                                                            E - 16

</TABLE>
___________________________
*    Incorporated  by reference to the  Registrant's  Registration  Statement on
     form S-1 filed on April 7, 2004.
**   Incorporated  by reference to the  Registrant's  Registration  Statement on
     form S-1 filed on March 26, 2003.
+    Incorporated  by reference to the  Registrant's  Current Report on form 8-K
     filed on March 4, 2003.



                                       2
<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 Owings Mills, State of Maryland on June 30, 2004.

                                            AVATECH SOLUTIONS, INC.


     By:                                    By:      /s/
                                               ---------------------------------
                                               Donald R. "Scotty" Walsh
                                               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 on June 30, 2004 by the
following persons in the capacities indicated:

<TABLE>
<CAPTION>
Signature                                        Title                                       Date
---------                                        -----                                       ----

<S>     <C>    <C>    <C>    <C>    <C>    <C>
               /s/
-----------------------------------------
Donald "Scotty" Walsh                            Chief Executive Officer and Director        June 30, 2004

               /s/
-----------------------------------------
Beth O. MacLaughlin                              Chief Financial Officer                     June 30, 2004

               /s/
-----------------------------------------
W. James Hindman                                 Chairman of the Board                       June 30, 2004
By: Beth O. MacLaughlin, Attorney-in-Fact

               /s/
-----------------------------------------
Edgar Aronson                                    Director                                    June 30, 2004
By: Beth O. MacLaughlin, Attorney-in-Fact

               /s/
-----------------------------------------
Garnett Y. Clark, Jr.                            Director                                    June 30, 2004
By: Beth O. MacLaughlin, Attorney-in-Fact

               /s/
-----------------------------------------
George Cox                                       Director                                    June 30, 2004
By: Beth O. MacLaughlin, Attorney-in-Fact

               /s/
-----------------------------------------
Eugene J. Fischer                                Director                                    June 30, 2004
By: Beth O. MacLaughlin, Attorney-in-Fact

               /s/
-----------------------------------------
Robert LaBlanc                                   Director                                    June 30, 2004
By: Beth O. MacLaughlin, Attorney-in-Fact

               /s/
-----------------------------------------
Robert Post                                      Director                                    June 30, 2004
By: Beth O. MacLaughlin, Attorney-in-Fact

</TABLE>



                                       3
<PAGE>

                                                                     Exhibit 5.1
                                   LAW OFFICES

                 NEUBERGER, QUINN, GIELEN, RUBIN & GIBBER, P.A.

                                   27th FLOOR
                                ONE SOUTH STREET
                         BALTIMORE, MARYLAND 21202-3282
                                  www.nqgrg.com
                                 (410) 332-8550

HILLEL TENDLER                                                        FAX NO.
(410) 332-8552                                                    (410) 951-6038
E-MAIL ADDRESS:
 HT@NQGRG.COM

                                  June 30, 2004


Board of Directors
Avatech Solutions, Inc.
11400A Cronridge Drive
Owings Mills, Maryland 21117


Gentlemen:

     We are acting as counsel to Avatech Solutions, Inc., a Delaware corporation
(the  "Company"),  in  connection  with  the  preparation  and  filing  with the
Securities and Exchange  Commission under the Securities Act of 1933, as amended
(the  "Act"),  of a  Registration  Statement  on  Form  S-8  (the  "Registration
Statement")  relating to the offer and sale of an additional  700,000  shares of
the Company's Common Stock,  $0.01 par value per share (the "Shares"),  reserved
for issuance under the Company's  Employee Stock Option Plan (the "Plan").  This
opinion  letter  is  being  rendered  in  connection  with  the  filing  of  the
Registration Statement.

     We have examined  copies of (i) the  Certificate  of  Incorporation  of the
Company, as amended (the "Charter"), (ii) the Bylaws of the Company, as amended,
(iii) the  Plan,  and (iv) the  Resolutions  of the  Board of  Directors  of the
Company  relating to the matters  referred to herein.  We have also examined the
Registration  Statement and Exhibits thereto  (collectively,  with the documents
described in the preceding sentence, referred to as the "Documents").

     In expressing the opinions set forth below, we have assumed,  and as far as
is known to us there are no facts  inconsistent  therewith,  that all  Documents
submitted to us as originals are  authentic,  all  documents  submitted to us as
certified  or  photostatic  copies  conform  to  the  original  documents,   all
signatures on all such  Documents are genuine,  all public  records  reviewed or
relied upon by us or on our behalf are true and complete, and all statements and
information contained in the Documents are true and complete.

     We express no legal  opinion  upon any  matter  other then that  explicitly
addressed below, and our opinion herein contained shall not be interpreted to be
an implied opinion upon any other matter.

     Based on the  foregoing,  it is our opinion that Shares sold by the Company
to participants under the Plan, upon receipt of the consideration required to be
paid therefor, will be duly and validly issued, fully paid and nonassessable.

     The  foregoing  opinion is limited to the  General  Corporation  Law of the
State of Delaware  and the laws of the United  States of America,  and we do not
express any opinion herein  concerning any other law. We assume no obligation to
supplement  this opinion if any  applicable law changes after the date hereof or
if we become  aware of any fact that might change the opinion  expressed  herein
after the date hereof.


                                      E-1
<PAGE>

Board of Directors
Avatech Solutions, Inc.
June 30, 2004
Page 2


     This  opinion is being  furnished  to you for your  benefit  and may not be
relied upon by any other person without our prior written consent.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement and to the use of the name of our firm therein. In giving
this  opinion,  we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act.

                                  Very truly yours,
                                  Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.


                                  By:                        /s/
                                     -------------------------------------------
                                     Hillel Tendler, Principal















                                      E-2
<PAGE>




                                                                    Exhibit 10.1

                         ==============================

                             Avatech Solutions, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

                              Adopted June 27, 1996

                             Amended March 31, 1999

                           Amended September 24, 2003

                             AMENDED APRIL 21, 2004

                         ==============================


1.   Purpose.

     (a) The purpose of the  Employee  Stock  Purchase  Plan (the  "Plan") is to
provide a means by which  employees  of  Avatech  Solutions,  Inc.,  a  Delaware
corporation  (the  "Company"),  and its  Affiliates,  as defined in subparagraph
1(b),  which are  designated as provided in  subparagraph  2(b), may be given an
opportunity to purchase stock of the Company.

     (b) The word  "Affiliate" as used in the Plan means any parent  corporation
or subsidiary corporation of the Company, as those terms are defined in Sections
424(e) and (f),  respectively,  of the Internal Revenue Code of 1986, as amended
(the "Code").

     (c) The Company,  by means of the Plan, seeks to retain the services of its
employees,  to secure and retain the services of new  employees,  and to provide
incentives  for such  persons to exert  maximum  efforts  for the success of the
Company.

     (d) The Company  intends  that the rights to purchase  stock of the Company
granted under the Plan be  considered  options  issued under an "employee  stock
purchase plan" as that term is defined in Section 423(b) of the Code.

2.   Administration.

     (a) The Plan shall be  administered by the Board of Directors (the "Board")
of the  Company  unless  and  until  the  Board  delegates  administration  to a
Committee,  as  provided  in  subparagraph  2(c).  Whether  or not the Board has
delegated administration,  the Board shall have the final power to determine all
questions of policy and expediency that may arise in the  administration  of the
Plan.

     (b) The Board shall have the power,  subject to, and within the limitations
of, the express provisions of the Plan:

          (i) To determine  when and how rights to purchase stock of the Company
     shall be granted and the  provisions of each offering of such rights (which
     need not be identical).

          (ii) To designate  from time to time which  Affiliates  of the Company
     shall be eligible to participate in the Plan.

          (iii) To construe and interpret the Plan and rights  granted under it,
     and  to  establish,   amend  and  revoke  rules  and  regulations  for  its
     administration.  The Board, in the exercise of this power,  may correct any

                                      E-3
<PAGE>

     defect,  omission  or  inconsistency  in the Plan,  in a manner  and to the
     extent  it shall  deem  necessary  or  expedient  to make  the  Plan  fully
     effective.

          (iv) To amend the Plan as provided in paragraph 13.

          (v) Generally, to exercise such powers and to perform such acts as the
     Board deems  necessary or  expedient  to promote the best  interests of the
     Company  and its  Affiliates  and to carry out the intent  that the Plan be
     treated as an "employee  stock purchase plan" within the meaning of Section
     423 of the Code.

     (c) The  Board  may  delegate  administration  of the  Plan to a  committee
comprised of one or more persons (the "Committee"),  which may be constituted in
accordance  with the applicable  requirements of Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act" and "Rule 16b-3"). If administration is
delegated to a Committee,  the  Committee  shall have,  in  connection  with the
administration  of the Plan,  the  powers  theretofore  possessed  by the Board,
subject,  however, to such resolutions,  not inconsistent with the provisions of
the  Plan,  as may be  adopted  from  time to time by the  Board.  The Board may
abolish the Committee at any time and revest in the Board the  administration of
the Plan.

3.   Shares Subject to the Plan.

     (a) Subject to the provisions of paragraph 12 relating to adjustments  upon
changes in stock,  the stock that may be sold  pursuant to rights  granted under
the Plan shall not exceed in the aggregate one million (1,000,000) shares of the
Company's common stock (the "Common Stock"). If any right granted under the Plan
shall for any reason terminate  without having been exercised,  the Common Stock
not purchased under such right shall again become available for the Plan.

     (b) The stock  subject  to the Plan may be  unissued  shares or  reacquired
shares, bought on the market or otherwise.

4.   Grant of Rights; Offering.

     The Board or the  Committee  may from time to time grant or provide for the
grant of  rights  to  purchase  Common  Stock of the  Company  under the Plan to
eligible  employees (an "Offering") on a date or dates (the "Offering  Date(s)")
selected by the Board or the Committee.  Each Offering shall be in such form and
shall contain such terms and conditions as the Board or the Committee shall deem
appropriate,  which shall comply with the  requirements of Section  423(b)(5) of
the Code that all  employees  granted  rights to  purchase  stock under the Plan
shall  have the same  rights  and  privileges.  The terms and  conditions  of an
Offering shall be incorporated by reference into the Plan and treated as part of
the Plan. The provisions of separate  Offerings need not be identical,  but each
Offering shall include (through  incorporation of the provisions of this Plan by
reference  in the document  comprising  the  Offering or  otherwise)  the period
during  which the  Offering  shall be  effective,  which period shall not exceed
twenty-seven  (27) months beginning with the Offering Date, and the substance of
the provisions contained in paragraphs 5 through 8, inclusive.

5.   Eligibility.

     (a) Rights may be granted only to employees of the Company or, as the Board
or the Committee may designate as provided in subparagraph 2(b), to employees of
any  Affiliate  of the  Company.  Except as provided in  subparagraph  5(b),  an
employee  of the  Company or any  Affiliate  shall not be eligible to be granted
rights under the Plan,  unless,  on the Offering Date, such employee has been in
the employ of the Company or any Affiliate for such continuous  period preceding
such grant as the Board or the Committee may require,  but in no event shall the
required  period of  continuous  employment  be equal to or greater than two (2)
years. In addition,  unless  otherwise  determined by the Board or the Committee
and set  forth in the  terms of the  applicable  Offering,  no  employee  of the
Company or any Affiliate  shall be eligible to be granted rights under the Plan,
unless,  on the Offering Date,  such  employee's  customary  employment with the
Company  or such  Affiliate  is for at least  twenty  (20) hours per week and at
least five (5) months per calendar year.

                                      E-4
<PAGE>

     (b) The Board or the Committee may provide  that,  each person who,  during
the course of an Offering,  first becomes an eligible employee of the Company or
designated  Affiliate  will, on a date or dates  specified in the Offering which
coincides  with the day on which such  person  becomes an  eligible  employee or
occurs  thereafter,  receive a right  under that  Offering,  which  right  shall
thereafter  be deemed to be a part of that  Offering.  Such right shall have the
same  characteristics as any rights originally  granted under that Offering,  as
described herein, except that:

          (i) the date on which  such right is  granted  shall be the  "Offering
     Date"  of such  right  for all  purposes,  including  determination  of the
     exercise price of such right;

          (ii) the period of the Offering with respect to such right shall begin
     on its Offering Date and end coincident with the end of such Offering; and

          (iii) the Board or the Committee may provide that if such person first
     becomes an eligible  employee within a specified  period of time before the
     end of the  Offering,  he or she will not  receive  any  right  under  that
     Offering.

     (c) No  employee  shall be eligible  for the grant of any rights  under the
Plan if, immediately after any such rights are granted, such employee owns stock
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or of any Affiliate. For purposes of this
subparagraph  5(c),  the  rules of  Section  424(d) of the Code  shall  apply in
determining the stock  ownership of any employee,  and stock which such employee
may purchase under all outstanding  rights and options shall be treated as stock
owned by such employee.

     (d) An eligible  employee may be granted rights under the Plan only if such
rights,  together with any other rights granted under  "employee  stock purchase
plans" of the Company and any Affiliates,  as specified by Section  423(b)(8) of
the Code, do not permit such employee's  rights to purchase stock of the Company
or  any  Affiliate  to  accrue  at a rate  which  exceeds  twenty-five  thousand
($25,000) of fair market value of such stock (determined at the time such rights
are granted) for each calendar year in which such rights are  outstanding at any
time.

     (e) Officers of the Company and any designated  Affiliate shall be eligible
to participate in Offerings under the Plan,  provided,  however,  that the Board
may provide in an Offering  that certain  employees  who are highly  compensated
employees  within the meaning of Section  423(b)(4)(D)  of the Code shall not be
eligible to participate.

6.   Rights; Purchase Price.

     (a) On each Offering Date, each eligible employee,  pursuant to an Offering
made under the Plan,  shall be granted the right to purchase up to the number of
shares of Common Stock of the Company  purchasable with a percentage  designated
by the  Board or the  Committee  not  exceeding  fifteen  percent  (15%) of such
employee's  Earnings (as defined by the Board or the Committee in each Offering)
during the period which  begins on the Offering  Date (or such later date as the
Board or the  Committee  determines  for a particular  Offering) and ends on the
date  stated in the  Offering,  which date shall be no later than the end of the
Offering. The Board or the Committee shall establish one or more dates during an
Offering (the  "Purchase  Date(s)") on which rights granted under the Plan shall
be exercised and  purchases of Common Stock carried out in accordance  with such
Offering.

     (b) In connection  with each Offering made under the Plan, the Board or the
Committee  may specify a maximum  number of shares that may be  purchased by any
employee as well as a maximum  aggregate  number of shares that may be purchased
by all eligible employees pursuant to such Offering.  In addition, in connection
with each Offering that contains more than one Purchase  Date,  the Board or the
Committee  may  specify  a  maximum  aggregate  number  of  shares  which may be
purchased  by all  eligible  employees  on any  given  Purchase  Date  under the
Offering.  If the aggregate  purchase of shares upon exercise of rights  granted
under the Offering would exceed any such maximum aggregate number,  the Board or
the Committee  shall make a pro rata  allocation  of the shares  available in as
nearly a  uniform  manner  as shall be  practicable  and as it shall  deem to be
equitable.

                                      E-5
<PAGE>

     (c) The purchase price of stock  acquired  pursuant to rights granted under
the Plan shall be not less than the lesser of:

          (i) an amount equal to  eighty-five  percent  (85%) of the fair market
     value of the stock on the Offering Date; or

          (ii) an amount equal to  eighty-five  percent (85%) of the fair market
     value of the stock on the Purchase Date.

7.   Participation; Withdrawal; Termination.

     (a) An eligible  employee may become a participant  in the Plan pursuant to
an Offering by delivering a  participation  agreement to the Company  within the
time specified in the Offering, in such form as the Company provides.  Each such
agreement shall  authorize  payroll  deductions of up to the maximum  percentage
specified by the Board or the Committee of such  employee's  Earnings during the
Offering (as defined by the Board or Committee  in each  Offering).  The payroll
deductions  made for each  participant  shall be credited to an account for such
participant  under the Plan and shall be deposited with the general funds of the
Company.  A participant may reduce  (including to zero) or increase such payroll
deductions,  and an eligible employee may begin such payroll  deductions,  after
the  beginning  of  any  Offering  only  as  provided  for in  the  Offering.  A
participant  may  make  additional  payments  into  his or her  account  only if
specifically  provided for in the Offering and only if the  participant  has not
had the maximum amount withheld during the Offering.

     (b) At any time during an Offering,  a participant may terminate his or her
payroll  deductions  under the Plan and withdraw from the Offering by delivering
to the Company a notice of withdrawal in such form as the Company provides. Such
withdrawal may be elected at any time prior to the end of the Offering except as
provided by the Board or the  Committee in the  Offering.  Upon such  withdrawal
from the  Offering  by a  participant,  the  Company  shall  distribute  to such
participant all of his or her  accumulated  payroll  deductions  (reduced to the
extent,  if any,  such  deductions  have  been  used to  acquire  stock  for the
participant)  under  the  Offering,  without  interest,  and such  participant's
interest in that Offering shall be  automatically  terminated.  A  participant's
withdrawal  from  an  Offering  will  have no  effect  upon  such  participant's
eligibility  to  participate  in any  other  Offerings  under  the Plan but such
participant will be required to deliver a new  participation  agreement in order
to participate in subsequent Offerings under the Plan.

     (c) Rights granted  pursuant to any Offering under the Plan shall terminate
immediately upon cessation of any participating  employee's  employment with the
Company and any  designated  Affiliate,  for any reason,  and the Company  shall
distribute to such  terminated  employee all of his or her  accumulated  payroll
deductions  (reduced to the extent,  if any, such  deductions  have been used to
acquire stock for the terminated employee) under the Offering, without interest.

     (d)  Rights  granted  under  the  Plan  shall  not  be  transferable  by  a
participant  otherwise than by will or the laws of descent and distribution,  or
by a beneficiary  designation as provided in paragraph 14 and,  otherwise during
his or her lifetime, shall be exercisable only by the person to whom such rights
are granted.

8.   Exercise.

     (a) On each Purchase Date specified therefor in the relevant Offering, each
participant's  accumulated  payroll  deductions  and other  additional  payments
specifically  provided for in the Offering  (without any increase for  interest)
will be applied to the purchase of whole  shares of stock of the Company,  up to
the maximum number of shares permitted pursuant to the terms of the Plan and the
applicable  Offering,  at the  purchase  price  specified  in the  Offering.  No
fractional  shares shall be issued upon the exercise of rights granted under the
Plan. The amount, if any, of accumulated  payroll  deductions  remaining in each
participant's account after the purchase of shares which is less than the amount
required  to  purchase  one  share  of stock on the  final  Purchase  Date of an
Offering  shall be held in each such  participant's  account for the purchase of
shares under the next Offering under the Plan, unless such participant withdraws
from such next  Offering,  as provided  in  subparagraph  7(b),  or is no longer
eligible to be granted  rights  under the Plan,  as provided in  paragraph 5, in
which case such amount shall be distributed to the participant  after such final

                                      E-6
<PAGE>

Purchase Date,  without  interest.  The amount,  if any, of accumulated  payroll
deductions  remaining in any participant's  account after the purchase of shares
which is equal to the amount  required to purchase  whole shares of stock on the
final  Purchase  Date  of an  Offering  shall  be  distributed  in  full  to the
participant after such Purchase Date, without interest.

     (b) No rights  granted under the Plan may be exercised to any extent unless
the shares to be issued  upon such  exercise  under the Plan  (including  rights
granted thereunder) are covered by an effective  registration statement pursuant
to the Securities Act of 1933, as amended (the "Securities Act") and the Plan is
in material  compliance with all applicable state,  foreign and other securities
and other laws  applicable  to the Plan.  If on a Purchase  Date in any Offering
hereunder the Plan is not so registered or in such compliance, no rights granted
under the Plan or any Offering shall be exercised on such Purchase Date, and the
Purchase  Date shall be delayed  until the Plan is subject to such an  effective
registration statement and such compliance,  except that the Purchase Date shall
not be delayed  more than twelve (12) months and the  Purchase  Date shall in no
event be more than  twenty-seven  (27) months from the Offering  Date. If on the
Purchase  Date of any  Offering  hereunder,  as  delayed to the  maximum  extent
permissible,  the  Plan is not  registered  and in such  compliance,  no  rights
granted  under  the Plan or any  Offering  shall be  exercised  and all  payroll
deductions  accumulated during the Offering (reduced to the extent, if any, such
deductions  have  been  used to  acquire  stock)  shall  be  distributed  to the
participants, without interest.

9.   Covenants of the Company.

     (a) During  the terms of the rights  granted  under the Plan,  the  Company
shall  keep  available  at all times the number of shares of stock  required  to
satisfy such rights.

     (b) The Company shall seek to obtain from each federal,  state,  foreign or
other  regulatory  commission or agency having  jurisdiction  over the Plan such
authority as may be required to issue and sell shares of stock upon  exercise of
the rights granted under the Plan. If, after reasonable efforts,  the Company is
unable to obtain from any such  regulatory  commission  or agency the  authority
which counsel for the Company deems  necessary for the lawful  issuance and sale
of stock under the Plan,  the Company  shall be relieved  from any liability for
failure to issue and sell stock upon  exercise of such  rights  unless and until
such authority is obtained.

10.  Use of Proceeds from Stock.

     Proceeds from the sale of stock  pursuant to rights  granted under the Plan
shall constitute general funds of the Company.

11.  Rights as a Stockholder.

     A  participant  shall not be deemed to be the  holder of, or to have any of
the rights of a holder  with  respect to, any shares  subject to rights  granted
under the Plan unless and until the  participant's  shareholdings  acquired upon
exercise of rights under the Plan are recorded in the books of the Company.

12.  Adjustments Upon Changes in Stock.

     (a) If any change is made in the stock  subject to the Plan,  or subject to
any   rights   granted   under   the  Plan   (through   merger,   consolidation,
reorganization,  recapitalization,  reincorporation, stock dividend, dividend in
property  other than cash,  stock split,  liquidating  dividend,  combination of
shares,  exchange of shares,  change in corporate structure or other transaction
not involving the receipt of  consideration by the Company) other than the three
for one reverse stock split approved by the Board of Directors on June 27, 1996,
the Plan and outstanding rights will be appropriately  adjusted in the class(es)
and maximum number of shares subject to the Plan and the class(es) and number of
shares  and  price  per  share of stock  subject  to  outstanding  rights.  Such
adjustments  shall be made by the Board or the Committee,  the  determination of
which shall be final, binding and conclusive. (The conversion of any convertible
securities of the Company shall not be treated as a  "transaction  not involving
the receipt of consideration by the Company.")

                                      E-7
<PAGE>

     (b) In the event of: (1) a dissolution or liquidation of the Company; (2) a
merger or consolidation  in which the Company is not the surviving  corporation;
(3) a reverse merger in which the Company is the surviving  corporation  but the
shares of the  Company's  Common Stock  outstanding  immediately  preceding  the
merger are converted by virtue of the merger into other property, whether in the
form of  securities,  cash or otherwise;  or (4) the  acquisition by any person,
entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act
or any comparable successor provisions  (excluding any employee benefit plan, or
related  trust,  sponsored or  maintained by the Company or any Affiliate of the
Company)  of  the  beneficial  ownership  (within  the  meaning  of  Rule  13d-3
promulgated under the Exchange Act, or comparable  successor rule) of securities
of the Company  representing at least fifty percent (50%) of the combined voting
power entitled to vote in the election of directors,  then, as determined by the
Board in its sole  discretion  (i) any  surviving or acquiring  corporation  may
assume outstanding rights or substitute similar rights for those under the Plan,
(ii) such rights may continue in full force and effect,  or (iii)  participants'
accumulated  payroll deductions may be used to purchase Common Stock immediately
prior to the transaction  described above and the participants' rights under the
ongoing Offering terminated.

13.  Amendment of the Plan.

     (a) The  Board at any  time,  and from  time to time,  may  amend the Plan.
However, except as provided in paragraph 12 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the stockholders of
the  Company  within  twelve  (12)  months  before or after the  adoption of the
amendment, where the amendment will:

          (i) Increase the number of shares reserved for rights under the Plan;

          (ii) Modify the provisions as to eligibility for  participation in the
     Plan (to the extent  such  modification  requires  stockholder  approval in
     order for the Plan to obtain  employee stock purchase plan treatment  under
     Section 423 of the Code or to comply with the  requirements of Rule 16b-3);
     or

          (iii) Modify the Plan in any other way if such  modification  requires
     stockholder  approval  in  order  for the  Plan to  obtain  employee  stock
     purchase plan treatment under Section 423 of the Code or to comply with the
     requirements of Rule 16b-3.

It is  expressly  contemplated  that the Board may amend the Plan in any respect
the Board deems  necessary or advisable to provide  eligible  employees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to employee stock purchase plans
and/or  to bring  the  Plan  and/or  rights  granted  under  it into  compliance
therewith.

     (b) Rights and obligations under any rights granted before amendment of the
Plan shall not be impaired by any amendment of the Plan, except with the consent
of the person to whom such rights were granted, or except as necessary to comply
with any laws or governmental regulations, or except as necessary to ensure that
the Plan and/or rights  granted under the Plan comply with the  requirements  of
Section 423 of the Code.

14.  Designation of Beneficiary.

     (a) A participant may file a written designation of a beneficiary who is to
receive any shares and cash,  if any, from the  participant's  account under the
Plan  in the  event  of such  participant's  death  subsequent  to the end of an
Offering but prior to delivery to the  participant  of such shares and cash.  In
addition,  a participant may file a written  designation of a beneficiary who is
to receive any cash from the  participant's  account under the Plan in the event
of such participant's death during an Offering.

     (b) Such  designation of beneficiary  may be changed by the  participant at
any time by written  notice.  In the event of the death of a participant  and in
the absence of a beneficiary  validly designated under the Plan who is living at
the time of such  participant's  death,  the Company  shall  deliver such shares
and/or cash to the executor or  administrator  of the estate of the participant,
or if no such executor or administrator  has been appointed (to the knowledge of
the  Company),  the  Company,  in its sole  discretion,  may deliver such shares

                                      E-8
<PAGE>

and/or cash to the spouse or to any one or more  dependents  or relatives of the
participant,  or if no spouse,  dependent  or relative is known to the  Company,
then to such other person as the Company may designate.

15.  Termination or Suspension of the Plan.

     (a) The Board in its  discretion,  may suspend or terminate the Plan at any
time. No rights may be granted under the Plan while the Plan is suspended or
after it is terminated.

     (b) Rights and  obligations  under any rights  granted while the Plan is in
effect shall not be impaired by suspension or termination of the Plan, except as
expressly  provided  in the Plan or with the  consent of the person to whom such
rights  were  granted,  or  except  as  necessary  to  comply  with  any laws or
governmental  regulation,  or except as necessary to ensure that the Plan and/or
rights granted under the Plan comply with the requirements of Section 423 of the
Code.

16.  Effective Date of Plan.

     The Plan shall become effective on the same day that the Company's  initial
public  offering of shares of common stock  becomes  effective  (the  "Effective
Date"), but no rights granted under the Plan shall be exercised unless and until
the Plan has been approved by the stockholders of the Company within twelve (12)
months  before  or  after  the  date the  Plan is  adopted  by the  Board or the
Committee, which date may be prior to the Effective Date.















                                      E-9
<PAGE>



                                                                    EXHIBIT 23.2


                             CONSENT OF INDEPENDENT
                        REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.  333-______)  of Avatech  Solutions,  Inc.,  pertaining  to the  Avatech
Solutions, Inc. Employee Stock Purchase Plan, of our report dated March 26, 2004
with respect to the consolidated financial statements of Avatech Solutions, Inc.
for the years ended June 30, 2002 and 2003 included in the Current  Report (Form
8-K) filed with the Securities and Exchange Commission on July 6, 2004.


                                                  /s/ Ernst & Young LLP

Baltimore, Maryland
July 2, 2004















                                      E-10
<PAGE>



                                                                    EXHIBIT 23.3

                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.  333-______)  of Avatech  Solutions,  Inc.,  pertaining  to the  Avatech
Solutions, Inc. Employee Stock Purchase Plan, of our report dated March 26, 2004
with respect to the consolidated financial statements of Avatech Solutions, Inc.
for the year ended June 30, 2001 included in the Current Report (Form 8-K) filed
with the Securities and Exchange Commission on July 6, 2004.



                                               /s/ Walpert & Wolpoff, LLP

Baltimore, Maryland
July 2, 2004
















                                      E-11
<PAGE>



                                                                    EXHIBIT 24.1

                       Power of Attorney of Edgar Aronson


     The Undersigned hereby constitutes and appoints Donald R. "Scotty" Walsh
and Beth O. MacLaughlin as his attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, from such person and in each
person's name, place, and stead, in any and all capacities, to sign any and all
registration statements, amendments (including post-effective amendments) to any
registration statement, or, with all exhibits thereto and all documents in
connection therewith, as well as any Form 3, 4 or 5 under Section 16 of the
Securities Exchange Act of 1934, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

Name                             Title                              Date

         /s/                    Director                       October 30, 2003
--------------------------
Edgar Aronson
















                                      E-12
<PAGE>



                                                                    EXHIBIT 24.2

                   Power of Attorney of Garnett Y. Clark, Jr.

     The  Undersigned  hereby  constitutes and appoints Donald R. "Scotty" Walsh
and Beth O. MacLaughlin as his  attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, from such person and in each
person's name, place, and stead, in any and all capacities,  to sign any and all
registration statements, amendments (including post-effective amendments) to any
registration  statement,  or, with all  exhibits  thereto and all  documents  in
connection  therewith,  as well as any  Form 3, 4 or 5 under  Section  16 of the
Securities  Exchange Act of 1934,  with the Securities and Exchange  Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary  to be done as fully to all intents and  purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents or any of them, or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

Name                             Title                              Date

         /s/                    Director                       October 3, 2003
--------------------------
Garnett Y. Clark

















                                      E-13
<PAGE>



                                                                    EXHIBIT 24.3

    Power of Attorney of George Cox, Eugene J. Fischer and W. James Hindman

     The  Undersigned  hereby  constitutes and appoints Donald R. "Scotty" Walsh
and Beth O. MacLaughlin as his  attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, from such person and in each
person's name, place, and stead, in any and all capacities,  to sign any and all
registration statements, amendments (including post-effective amendments) to any
registration  statement,  or, with all  exhibits  thereto and all  documents  in
connection  therewith,  as well as any  Form 3, 4 or 5 under  Section  16 of the
Securities  Exchange Act of 1934,  with the Securities and Exchange  Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary  to be done as fully to all intents and  purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents or any of them, or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

Name                         Title                              Date

        /s/                  Chief Executive Officer            July 31, 2003
------------------------     and Director
Donald R. "Scotty" Walsh

        /s/                  Chief Financial Officer            July 31, 2003
------------------------
Beth O. MacLaughlin

        /s/                  Chairman of the Board              July 31, 2003
------------------------
W. James Hindman

        /s/                  Vice-Chairman of the Board         July 31, 2003
------------------------
Henry D. Felton

        /s/                  President and CEO                  July 31, 2003
------------------------
Eric Pratt

        /s/                  Director                           July 31, 2003
------------------------
Eugene J. Fischer

        /s/                  Executive Vice President           July 31, 2003
------------------------
Scott N. Fischer

        /s/                  Director                           July 31, 2003
------------------------
James A. Fanella

        /s/                  Senior Vice President              July 31, 2003
------------------------
Debra Keith

        /s/                  Director                           July 31, 2003
------------------------
George Cox



                                      E-14
<PAGE>



                                                                    EXHIBIT 24.4

                       Power of Attorney of Robert LaBlanc

     The  Undersigned  hereby  constitutes and appoints Donald R. "Scotty" Walsh
and Beth O. MacLaughlin as his  attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, from such person and in each
person's name, place, and stead, in any and all capacities,  to sign any and all
registration statements, amendments (including post-effective amendments) to any
registration  statement,  or, with all  exhibits  thereto and all  documents  in
connection  therewith,  as well as any  Form 3, 4 or 5 under  Section  16 of the
Securities  Exchange Act of 1934,  with the Securities and Exchange  Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary  to be done as fully to all intents and  purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents or any of them, or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

Name                             Title                              Date

         /s/                    Director                         April 21, 2004
--------------------------
Robert LaBlanc









                                      E-15
<PAGE>



                                                                    EXHIBIT 24.5

                        Power of Attorney of Robert Post

     The  Undersigned  hereby  constitutes and appoints Donald R. "Scotty" Walsh
and Beth O. MacLaughlin as his  attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, from such person and in each
person's name, place, and stead, in any and all capacities,  to sign any and all
registration statements, amendments (including post-effective amendments) to any
registration  statement,  or, with all  exhibits  thereto and all  documents  in
connection  therewith,  as well as any  Form 3, 4 or 5 under  Section  16 of the
Securities  Exchange Act of 1934,  with the Securities and Exchange  Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary  to be done as fully to all intents and  purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents or any of them, or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

Name                             Title                              Date

         /s/                    Director                         April 21, 2004
--------------------------
Robert Post

















                                      E-16
[{"type": "S-8", "sequence": "1", "filename": "avatechs8amndmt3.txt", "description": "AVATECH SOLUTIONS, INC.", "secsgml_size_bytes": 55656}]
{"company-data": {"conformed-name": "AVATECH SOLUTIONS INC", "cik": "0000852437", "assigned-sic": "7372", "irs-number": "841035353", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117195", "film-number": "04904276"}, "business-address": {"street1": "11403 CRONHILL DRIVE", "street2": "SUITE A", "city": "OWING MILLS", "state": "MD", "zip": "21117", "phone": "4109026900"}, "mail-address": {"street1": "11403 CRONHILL DRIVE", "street2": "SUITE A", "city": "OWING MILLS", "state": "MD", "zip": "21117"}, "former-company": [{"former-conformed-name": "PLANETCAD INC", "date-changed": "20001117"}, {"former-conformed-name": "SPATIAL TECHNOLOGY INC", "date-changed": "19960708"}]}
As filed with the Securities and Exchange Commission on June 30, 2003

                                                     Registration No. 333-______

                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             AVATECH SOLUTIONS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                      7372
--------------------------------------------------------------------------------
            (Primary Standard Industrial Classification Code Number)

                                   81-1035353
--------------------------------------------------------------------------------
                      (IRS Employer Identification Number)

         17015 Red Run Blvd. Suite 101, Owings Mills, Maryland  21117
--------------------------------------------------------------------------------
              (Address of Principal Executive Offices)       (Zip Code)

              Avatech Solutions, Inc. Employee Stock Purchase Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

    Christopher D. Olander, General Counsel, 17015 Red Run Blvd. Suite 101,
                          Owings Mills, Maryland 21117
--------------------------------------------------------------------------------
            (Name, Address, Including Zip Code of Agent for Service)

                                 (410) 581-8080
--------------------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent for Service)

                                    COPY TO:

                             Hillel Tendler, Esquire
                              Carmen Fonda, Esquire
                 Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.,
                          One South Street, 27th Floor,
                           Baltimore, Maryland 21202

==================================================================================================================
CALCULATION OF REGISTRATION FEE
==================================================================================================================
          Title of                  Amount of        Proposed Maximum       Proposed Maximum        Amount of
        Shares to be              shares to be      Offering Price Per     Aggregate Offering    Registration Fee
         Registered               Registered (1)          Share(2)               Price(1)
------------------------------ -------------------- -------------------- ----------------------- -----------------
------------------------------ -------------------- -------------------- ----------------------- -----------------
Common Stock,
par value $.01 per share             700,000               $0.72                $505,750              $64.08
==================================================================================================================
(1)  This registration  statement  registers an additional 700,000 shares of the
     same class as other securities for which a registration  statement filed on
     this form  relating to the same  employee  benefit  plan is  effective.  We
     previously  registered  100,000  shares of common stock on October 18, 1996
     (File No.  333-14429),  75,000 shares of common stock on June 4, 1998 (File
     No. 333-56079), and 125,000 shares of common stock on August 26, 1999 (File
     No.  333-85939)  pursuant to the Avatech  Solutions,  Inc.  Employee  Stock
     Purcahse  Plan.  We will have an aggregate of 1,000,000  shares  registered
     pursuant to the Avatech  Solutions,  Inc. Employee Stock Purchase Plan upon
     the  effectiveness  of this  registration  statement,  plus such additional
     number of Shares as may become issuable by operation of the anti-dilutional
     provisions of the plan.

(2)  Under Rule 457(h) the registration fee may be calculated, inter alia, based
     upon the  price at which  the  options  may be  exercised.  Under the Plan,
     options may be  exercised  at a price equal to 85% of the fair market value
     of the Common Stock at the time of grant. Based upon the last sale price of
     the Common Stock of the Registrant as reported on the OTC Bulletin Board on
     June 30,  2004 of $0.85 per  share,  the  aggregate  exercise  price of the
     700,000 shares to be offered hereby is $505,750.
EXPLANATORY NOTE

     This Registration  Statement is filed pursuant to General  Instruction E of
Form S-8 for the  purpose of  registering  700,000  additional  shares of common
stock, par value $0.01 per share ("Common Stock"), of Avatech Solutions, Inc., a
Delaware corporation (the "Registrant"), reserved for issuance upon the exercise
of stock options that may be granted under the Avatech Solutions,  Inc. Employee
Stock  Purchase Plan (the "Plan").  A registration  statement  filed on Form S-8
relating to the Plan is currently effective.  The Registrant has elected to rely
upon  General  Instruction  E to  Form  S-8,  which  permits  the  filing  of an
abbreviated registration statement for the registration of additional securities
for an employee benefit plan for which an earlier S-8 registration is effective.
Consequently, pursuant to General Instruction E to Form S-8, the contents of the
Registration Statements on Form S-8 File Nos. 333-14429, 333-56079 and 333-85939
are incorporated by reference into this Registration Statement.

     In  September  2003,  the  Registrant's  Board of Directors  authorized  an
increase of 150,000 shares  available for issuance under the Plan,  bringing the
total  number of shares  reserved  for  issuance to 450,000.  This  increase was
approved by the  Registrant's  shareholders  on October 30, 2003. In April 2004,
the Registrant's Board of Directors authorized an additional increase of 550,000
shares to the number of shares  available for issuance under the Plan,  bringing
the total  number of shares  reserved  for issuance  shares to  1,000,000.  This
additional  increase was approved by the  Registrant's  shareholders  on June 4,
2004. In  aggregate,  an  additional  700,000  shares were reserved for issuance
under the Plan.

                                       1
Part II: Information Required in the Registration Statement

Item 3:  Incorporation of Documents by Reference.

     The   Securities  and  Exchange   Commission   (the  "SEC")  allows  us  to
"incorporate by reference"  certain  information we file with them,  which means
that we can disclose  important  information  to you by  referring  you to those
documents.  The  information  incorporated  by reference is an important part of
this registration statement,  and information that we file subsequently with the
SEC  pursuant to Sections  13(a),  13(c),  14, and 15(d) of the  Securities  and
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act") will be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such  documents  and will  automatically  update  and
supersede this  information.  We  incorporate by reference the documents  listed
below and any future filings made with the SEC under Sections 13(a),  13(c), 14,
and 15(d) of the  Exchange  Act (except to the extent the  information  has been
filed  under a rule which  states  that it is not deemed to be  incorporated  by
reference),  until  such  time as this  registration  statement  is no longer in
effect:

     (i) Annual Report on Form 10-K for the fiscal year ended June 30, 2003;

     (ii) Quarterly  Reports on Form 10-Q for the quarters  ended  September 30,
2003, December 31, 2003, and March 31, 2004, as amended;

     (iii)  Current  Reports on Form 8-K filed on August 4, 2003,  September 16,
2003, November 17, 2003, January 21 2004, February 17, 2004, and May 18, 2004;

     (iv)   Description  of  the  Company's   Common  Stock   contained  in  the
registration  statement for such class of  securities  filed under Section 12 of
the Exchange Act,  including any  amendments or reports filed for the purpose of
updating such description.

Item 8:  Exhibits
Exhibit
  No.    Exhibit Description Page No.
-------------------------------------------------------------------------------------------------------------
5.1    Opinion                                                                                      E - 1

 10.1    Avatech Solutions, Inc. Employee Stock Purchase Plan                                         E - 3

 15.1    Letters regarding unaudited interim financial information *

 21.1    Subsidiaries of the Registrant**

 23.1    Consent of Neuberger, Quinn, Gielen, Rubin & Gibber, P.A. (included in Exhibit 5.1)

 23.2    Consent of Ernst & Young                                                                    E - 10

 23.3    Consent of Walpert and Wolpoff, LLP                                                         E - 11

 24.1    Power of Attorney of Edgar Aronson                                                          E - 12

 24.2    Power of Attorney of Garnett Y. Clark, Jr.                                                  E - 13

 24.3    Power of Attorney of George Cox, Eugene J. Fischer and W. James Hindman                     E - 14

 24.4    Power of Attorney of Robert LaBlanc                                                         E - 15

 24.5    Power of Attorney of Robert Post                                                            E - 16
___________________________
*    Incorporated  by reference to the  Registrant's  Registration  Statement on
     form S-1 filed on April 7, 2004.
**   Incorporated  by reference to the  Registrant's  Registration  Statement on
     form S-1 filed on March 26, 2003.
+    Incorporated  by reference to the  Registrant's  Current Report on form 8-K
     filed on March 4, 2003.

                                       2
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 Owings Mills, State of Maryland on June 30, 2004.

                                            AVATECH SOLUTIONS, INC.

     By:                                    By:      /s/
                                               ---------------------------------
                                               Donald R. "Scotty" Walsh
                                               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 on June 30, 2004 by the
following persons in the capacities indicated:
Signature                                        Title                                       Date
---------                                        -----                                       ----
/s/
-----------------------------------------
Donald "Scotty" Walsh                            Chief Executive Officer and Director        June 30, 2004

               /s/
-----------------------------------------
Beth O. MacLaughlin                              Chief Financial Officer                     June 30, 2004

               /s/
-----------------------------------------
W. James Hindman                                 Chairman of the Board                       June 30, 2004
By: Beth O. MacLaughlin, Attorney-in-Fact

               /s/
-----------------------------------------
Edgar Aronson                                    Director                                    June 30, 2004
By: Beth O. MacLaughlin, Attorney-in-Fact

               /s/
-----------------------------------------
Garnett Y. Clark, Jr.                            Director                                    June 30, 2004
By: Beth O. MacLaughlin, Attorney-in-Fact

               /s/
-----------------------------------------
George Cox                                       Director                                    June 30, 2004
By: Beth O. MacLaughlin, Attorney-in-Fact

               /s/
-----------------------------------------
Eugene J. Fischer                                Director                                    June 30, 2004
By: Beth O. MacLaughlin, Attorney-in-Fact

               /s/
-----------------------------------------
Robert LaBlanc                                   Director                                    June 30, 2004
By: Beth O. MacLaughlin, Attorney-in-Fact

               /s/
-----------------------------------------
Robert Post                                      Director                                    June 30, 2004
By: Beth O. MacLaughlin, Attorney-in-Fact
3
Exhibit 5.1
                                   LAW OFFICES

                 NEUBERGER, QUINN, GIELEN, RUBIN & GIBBER, P.A.

                                   27th FLOOR
                                ONE SOUTH STREET
                         BALTIMORE, MARYLAND 21202-3282
                                  www.nqgrg.com
                                 (410) 332-8550

HILLEL TENDLER                                                        FAX NO.
(410) 332-8552                                                    (410) 951-6038
E-MAIL ADDRESS:
 HT@NQGRG.COM

                                  June 30, 2004

Board of Directors
Avatech Solutions, Inc.
11400A Cronridge Drive
Owings Mills, Maryland 21117

Gentlemen:

     We are acting as counsel to Avatech Solutions, Inc., a Delaware corporation
(the  "Company"),  in  connection  with  the  preparation  and  filing  with the
Securities and Exchange  Commission under the Securities Act of 1933, as amended
(the  "Act"),  of a  Registration  Statement  on  Form  S-8  (the  "Registration
Statement")  relating to the offer and sale of an additional  700,000  shares of
the Company's Common Stock,  $0.01 par value per share (the "Shares"),  reserved
for issuance under the Company's  Employee Stock Option Plan (the "Plan").  This
opinion  letter  is  being  rendered  in  connection  with  the  filing  of  the
Registration Statement.

     We have examined  copies of (i) the  Certificate  of  Incorporation  of the
Company, as amended (the "Charter"), (ii) the Bylaws of the Company, as amended,
(iii) the  Plan,  and (iv) the  Resolutions  of the  Board of  Directors  of the
Company  relating to the matters  referred to herein.  We have also examined the
Registration  Statement and Exhibits thereto  (collectively,  with the documents
described in the preceding sentence, referred to as the "Documents").

     In expressing the opinions set forth below, we have assumed,  and as far as
is known to us there are no facts  inconsistent  therewith,  that all  Documents
submitted to us as originals are  authentic,  all  documents  submitted to us as
certified  or  photostatic  copies  conform  to  the  original  documents,   all
signatures on all such  Documents are genuine,  all public  records  reviewed or
relied upon by us or on our behalf are true and complete, and all statements and
information contained in the Documents are true and complete.

     We express no legal  opinion  upon any  matter  other then that  explicitly
addressed below, and our opinion herein contained shall not be interpreted to be
an implied opinion upon any other matter.

     Based on the  foregoing,  it is our opinion that Shares sold by the Company
to participants under the Plan, upon receipt of the consideration required to be
paid therefor, will be duly and validly issued, fully paid and nonassessable.

     The  foregoing  opinion is limited to the  General  Corporation  Law of the
State of Delaware  and the laws of the United  States of America,  and we do not
express any opinion herein  concerning any other law. We assume no obligation to
supplement  this opinion if any  applicable law changes after the date hereof or
if we become  aware of any fact that might change the opinion  expressed  herein
after the date hereof.

                                      E-1
Board of Directors
Avatech Solutions, Inc.
June 30, 2004
Page 2

     This  opinion is being  furnished  to you for your  benefit  and may not be
relied upon by any other person without our prior written consent.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement and to the use of the name of our firm therein. In giving
this  opinion,  we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act.

                                  Very truly yours,
                                  Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.

                                  By:                        /s/
                                     -------------------------------------------
                                     Hillel Tendler, Principal

                                      E-2
Exhibit 10.1

                         ==============================

                             Avatech Solutions, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

                              Adopted June 27, 1996

                             Amended March 31, 1999

                           Amended September 24, 2003

                             AMENDED APRIL 21, 2004

                         ==============================

1.   Purpose.

     (a) The purpose of the  Employee  Stock  Purchase  Plan (the  "Plan") is to
provide a means by which  employees  of  Avatech  Solutions,  Inc.,  a  Delaware
corporation  (the  "Company"),  and its  Affiliates,  as defined in subparagraph
1(b),  which are  designated as provided in  subparagraph  2(b), may be given an
opportunity to purchase stock of the Company.

     (b) The word  "Affiliate" as used in the Plan means any parent  corporation
or subsidiary corporation of the Company, as those terms are defined in Sections
424(e) and (f),  respectively,  of the Internal Revenue Code of 1986, as amended
(the "Code").

     (c) The Company,  by means of the Plan, seeks to retain the services of its
employees,  to secure and retain the services of new  employees,  and to provide
incentives  for such  persons to exert  maximum  efforts  for the success of the
Company.

     (d) The Company  intends  that the rights to purchase  stock of the Company
granted under the Plan be  considered  options  issued under an "employee  stock
purchase plan" as that term is defined in Section 423(b) of the Code.

2.   Administration.

     (a) The Plan shall be  administered by the Board of Directors (the "Board")
of the  Company  unless  and  until  the  Board  delegates  administration  to a
Committee,  as  provided  in  subparagraph  2(c).  Whether  or not the Board has
delegated administration,  the Board shall have the final power to determine all
questions of policy and expediency that may arise in the  administration  of the
Plan.

     (b) The Board shall have the power,  subject to, and within the limitations
of, the express provisions of the Plan:

          (i) To determine  when and how rights to purchase stock of the Company
     shall be granted and the  provisions of each offering of such rights (which
     need not be identical).

          (ii) To designate  from time to time which  Affiliates  of the Company
     shall be eligible to participate in the Plan.

          (iii) To construe and interpret the Plan and rights  granted under it,
     and  to  establish,   amend  and  revoke  rules  and  regulations  for  its
     administration.  The Board, in the exercise of this power,  may correct any

                                      E-3
defect,  omission  or  inconsistency  in the Plan,  in a manner  and to the
     extent  it shall  deem  necessary  or  expedient  to make  the  Plan  fully
     effective.

          (iv) To amend the Plan as provided in paragraph 13.

          (v) Generally, to exercise such powers and to perform such acts as the
     Board deems  necessary or  expedient  to promote the best  interests of the
     Company  and its  Affiliates  and to carry out the intent  that the Plan be
     treated as an "employee  stock purchase plan" within the meaning of Section
     423 of the Code.

     (c) The  Board  may  delegate  administration  of the  Plan to a  committee
comprised of one or more persons (the "Committee"),  which may be constituted in
accordance  with the applicable  requirements of Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act" and "Rule 16b-3"). If administration is
delegated to a Committee,  the  Committee  shall have,  in  connection  with the
administration  of the Plan,  the  powers  theretofore  possessed  by the Board,
subject,  however, to such resolutions,  not inconsistent with the provisions of
the  Plan,  as may be  adopted  from  time to time by the  Board.  The Board may
abolish the Committee at any time and revest in the Board the  administration of
the Plan.

3.   Shares Subject to the Plan.

     (a) Subject to the provisions of paragraph 12 relating to adjustments  upon
changes in stock,  the stock that may be sold  pursuant to rights  granted under
the Plan shall not exceed in the aggregate one million (1,000,000) shares of the
Company's common stock (the "Common Stock"). If any right granted under the Plan
shall for any reason terminate  without having been exercised,  the Common Stock
not purchased under such right shall again become available for the Plan.

     (b) The stock  subject  to the Plan may be  unissued  shares or  reacquired
shares, bought on the market or otherwise.

4.   Grant of Rights; Offering.

     The Board or the  Committee  may from time to time grant or provide for the
grant of  rights  to  purchase  Common  Stock of the  Company  under the Plan to
eligible  employees (an "Offering") on a date or dates (the "Offering  Date(s)")
selected by the Board or the Committee.  Each Offering shall be in such form and
shall contain such terms and conditions as the Board or the Committee shall deem
appropriate,  which shall comply with the  requirements of Section  423(b)(5) of
the Code that all  employees  granted  rights to  purchase  stock under the Plan
shall  have the same  rights  and  privileges.  The terms and  conditions  of an
Offering shall be incorporated by reference into the Plan and treated as part of
the Plan. The provisions of separate  Offerings need not be identical,  but each
Offering shall include (through  incorporation of the provisions of this Plan by
reference  in the document  comprising  the  Offering or  otherwise)  the period
during  which the  Offering  shall be  effective,  which period shall not exceed
twenty-seven  (27) months beginning with the Offering Date, and the substance of
the provisions contained in paragraphs 5 through 8, inclusive.

5.   Eligibility.

     (a) Rights may be granted only to employees of the Company or, as the Board
or the Committee may designate as provided in subparagraph 2(b), to employees of
any  Affiliate  of the  Company.  Except as provided in  subparagraph  5(b),  an
employee  of the  Company or any  Affiliate  shall not be eligible to be granted
rights under the Plan,  unless,  on the Offering Date, such employee has been in
the employ of the Company or any Affiliate for such continuous  period preceding
such grant as the Board or the Committee may require,  but in no event shall the
required  period of  continuous  employment  be equal to or greater than two (2)
years. In addition,  unless  otherwise  determined by the Board or the Committee
and set  forth in the  terms of the  applicable  Offering,  no  employee  of the
Company or any Affiliate  shall be eligible to be granted rights under the Plan,
unless,  on the Offering Date,  such  employee's  customary  employment with the
Company  or such  Affiliate  is for at least  twenty  (20) hours per week and at
least five (5) months per calendar year.

                                      E-4
(b) The Board or the Committee may provide  that,  each person who,  during
the course of an Offering,  first becomes an eligible employee of the Company or
designated  Affiliate  will, on a date or dates  specified in the Offering which
coincides  with the day on which such  person  becomes an  eligible  employee or
occurs  thereafter,  receive a right  under that  Offering,  which  right  shall
thereafter  be deemed to be a part of that  Offering.  Such right shall have the
same  characteristics as any rights originally  granted under that Offering,  as
described herein, except that:

          (i) the date on which  such right is  granted  shall be the  "Offering
     Date"  of such  right  for all  purposes,  including  determination  of the
     exercise price of such right;

          (ii) the period of the Offering with respect to such right shall begin
     on its Offering Date and end coincident with the end of such Offering; and

          (iii) the Board or the Committee may provide that if such person first
     becomes an eligible  employee within a specified  period of time before the
     end of the  Offering,  he or she will not  receive  any  right  under  that
     Offering.

     (c) No  employee  shall be eligible  for the grant of any rights  under the
Plan if, immediately after any such rights are granted, such employee owns stock
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or of any Affiliate. For purposes of this
subparagraph  5(c),  the  rules of  Section  424(d) of the Code  shall  apply in
determining the stock  ownership of any employee,  and stock which such employee
may purchase under all outstanding  rights and options shall be treated as stock
owned by such employee.

     (d) An eligible  employee may be granted rights under the Plan only if such
rights,  together with any other rights granted under  "employee  stock purchase
plans" of the Company and any Affiliates,  as specified by Section  423(b)(8) of
the Code, do not permit such employee's  rights to purchase stock of the Company
or  any  Affiliate  to  accrue  at a rate  which  exceeds  twenty-five  thousand
($25,000) of fair market value of such stock (determined at the time such rights
are granted) for each calendar year in which such rights are  outstanding at any
time.

     (e) Officers of the Company and any designated  Affiliate shall be eligible
to participate in Offerings under the Plan,  provided,  however,  that the Board
may provide in an Offering  that certain  employees  who are highly  compensated
employees  within the meaning of Section  423(b)(4)(D)  of the Code shall not be
eligible to participate.

6.   Rights; Purchase Price.

     (a) On each Offering Date, each eligible employee,  pursuant to an Offering
made under the Plan,  shall be granted the right to purchase up to the number of
shares of Common Stock of the Company  purchasable with a percentage  designated
by the  Board or the  Committee  not  exceeding  fifteen  percent  (15%) of such
employee's  Earnings (as defined by the Board or the Committee in each Offering)
during the period which  begins on the Offering  Date (or such later date as the
Board or the  Committee  determines  for a particular  Offering) and ends on the
date  stated in the  Offering,  which date shall be no later than the end of the
Offering. The Board or the Committee shall establish one or more dates during an
Offering (the  "Purchase  Date(s)") on which rights granted under the Plan shall
be exercised and  purchases of Common Stock carried out in accordance  with such
Offering.

     (b) In connection  with each Offering made under the Plan, the Board or the
Committee  may specify a maximum  number of shares that may be  purchased by any
employee as well as a maximum  aggregate  number of shares that may be purchased
by all eligible employees pursuant to such Offering.  In addition, in connection
with each Offering that contains more than one Purchase  Date,  the Board or the
Committee  may  specify  a  maximum  aggregate  number  of  shares  which may be
purchased  by all  eligible  employees  on any  given  Purchase  Date  under the
Offering.  If the aggregate  purchase of shares upon exercise of rights  granted
under the Offering would exceed any such maximum aggregate number,  the Board or
the Committee  shall make a pro rata  allocation  of the shares  available in as
nearly a  uniform  manner  as shall be  practicable  and as it shall  deem to be
equitable.

                                      E-5
(c) The purchase price of stock  acquired  pursuant to rights granted under
the Plan shall be not less than the lesser of:

          (i) an amount equal to  eighty-five  percent  (85%) of the fair market
     value of the stock on the Offering Date; or

          (ii) an amount equal to  eighty-five  percent (85%) of the fair market
     value of the stock on the Purchase Date.

7.   Participation; Withdrawal; Termination.

     (a) An eligible  employee may become a participant  in the Plan pursuant to
an Offering by delivering a  participation  agreement to the Company  within the
time specified in the Offering, in such form as the Company provides.  Each such
agreement shall  authorize  payroll  deductions of up to the maximum  percentage
specified by the Board or the Committee of such  employee's  Earnings during the
Offering (as defined by the Board or Committee  in each  Offering).  The payroll
deductions  made for each  participant  shall be credited to an account for such
participant  under the Plan and shall be deposited with the general funds of the
Company.  A participant may reduce  (including to zero) or increase such payroll
deductions,  and an eligible employee may begin such payroll  deductions,  after
the  beginning  of  any  Offering  only  as  provided  for in  the  Offering.  A
participant  may  make  additional  payments  into  his or her  account  only if
specifically  provided for in the Offering and only if the  participant  has not
had the maximum amount withheld during the Offering.

     (b) At any time during an Offering,  a participant may terminate his or her
payroll  deductions  under the Plan and withdraw from the Offering by delivering
to the Company a notice of withdrawal in such form as the Company provides. Such
withdrawal may be elected at any time prior to the end of the Offering except as
provided by the Board or the  Committee in the  Offering.  Upon such  withdrawal
from the  Offering  by a  participant,  the  Company  shall  distribute  to such
participant all of his or her  accumulated  payroll  deductions  (reduced to the
extent,  if any,  such  deductions  have  been  used to  acquire  stock  for the
participant)  under  the  Offering,  without  interest,  and such  participant's
interest in that Offering shall be  automatically  terminated.  A  participant's
withdrawal  from  an  Offering  will  have no  effect  upon  such  participant's
eligibility  to  participate  in any  other  Offerings  under  the Plan but such
participant will be required to deliver a new  participation  agreement in order
to participate in subsequent Offerings under the Plan.

     (c) Rights granted  pursuant to any Offering under the Plan shall terminate
immediately upon cessation of any participating  employee's  employment with the
Company and any  designated  Affiliate,  for any reason,  and the Company  shall
distribute to such  terminated  employee all of his or her  accumulated  payroll
deductions  (reduced to the extent,  if any, such  deductions  have been used to
acquire stock for the terminated employee) under the Offering, without interest.

     (d)  Rights  granted  under  the  Plan  shall  not  be  transferable  by  a
participant  otherwise than by will or the laws of descent and distribution,  or
by a beneficiary  designation as provided in paragraph 14 and,  otherwise during
his or her lifetime, shall be exercisable only by the person to whom such rights
are granted.

8.   Exercise.

     (a) On each Purchase Date specified therefor in the relevant Offering, each
participant's  accumulated  payroll  deductions  and other  additional  payments
specifically  provided for in the Offering  (without any increase for  interest)
will be applied to the purchase of whole  shares of stock of the Company,  up to
the maximum number of shares permitted pursuant to the terms of the Plan and the
applicable  Offering,  at the  purchase  price  specified  in the  Offering.  No
fractional  shares shall be issued upon the exercise of rights granted under the
Plan. The amount, if any, of accumulated  payroll  deductions  remaining in each
participant's account after the purchase of shares which is less than the amount
required  to  purchase  one  share  of stock on the  final  Purchase  Date of an
Offering  shall be held in each such  participant's  account for the purchase of
shares under the next Offering under the Plan, unless such participant withdraws
from such next  Offering,  as provided  in  subparagraph  7(b),  or is no longer
eligible to be granted  rights  under the Plan,  as provided in  paragraph 5, in
which case such amount shall be distributed to the participant  after such final

                                      E-6
Purchase Date,  without  interest.  The amount,  if any, of accumulated  payroll
deductions  remaining in any participant's  account after the purchase of shares
which is equal to the amount  required to purchase  whole shares of stock on the
final  Purchase  Date  of an  Offering  shall  be  distributed  in  full  to the
participant after such Purchase Date, without interest.

     (b) No rights  granted under the Plan may be exercised to any extent unless
the shares to be issued  upon such  exercise  under the Plan  (including  rights
granted thereunder) are covered by an effective  registration statement pursuant
to the Securities Act of 1933, as amended (the "Securities Act") and the Plan is
in material  compliance with all applicable state,  foreign and other securities
and other laws  applicable  to the Plan.  If on a Purchase  Date in any Offering
hereunder the Plan is not so registered or in such compliance, no rights granted
under the Plan or any Offering shall be exercised on such Purchase Date, and the
Purchase  Date shall be delayed  until the Plan is subject to such an  effective
registration statement and such compliance,  except that the Purchase Date shall
not be delayed  more than twelve (12) months and the  Purchase  Date shall in no
event be more than  twenty-seven  (27) months from the Offering  Date. If on the
Purchase  Date of any  Offering  hereunder,  as  delayed to the  maximum  extent
permissible,  the  Plan is not  registered  and in such  compliance,  no  rights
granted  under  the Plan or any  Offering  shall be  exercised  and all  payroll
deductions  accumulated during the Offering (reduced to the extent, if any, such
deductions  have  been  used to  acquire  stock)  shall  be  distributed  to the
participants, without interest.

9.   Covenants of the Company.

     (a) During  the terms of the rights  granted  under the Plan,  the  Company
shall  keep  available  at all times the number of shares of stock  required  to
satisfy such rights.

     (b) The Company shall seek to obtain from each federal,  state,  foreign or
other  regulatory  commission or agency having  jurisdiction  over the Plan such
authority as may be required to issue and sell shares of stock upon  exercise of
the rights granted under the Plan. If, after reasonable efforts,  the Company is
unable to obtain from any such  regulatory  commission  or agency the  authority
which counsel for the Company deems  necessary for the lawful  issuance and sale
of stock under the Plan,  the Company  shall be relieved  from any liability for
failure to issue and sell stock upon  exercise of such  rights  unless and until
such authority is obtained.

10.  Use of Proceeds from Stock.

     Proceeds from the sale of stock  pursuant to rights  granted under the Plan
shall constitute general funds of the Company.

11.  Rights as a Stockholder.

     A  participant  shall not be deemed to be the  holder of, or to have any of
the rights of a holder  with  respect to, any shares  subject to rights  granted
under the Plan unless and until the  participant's  shareholdings  acquired upon
exercise of rights under the Plan are recorded in the books of the Company.

12.  Adjustments Upon Changes in Stock.

     (a) If any change is made in the stock  subject to the Plan,  or subject to
any   rights   granted   under   the  Plan   (through   merger,   consolidation,
reorganization,  recapitalization,  reincorporation, stock dividend, dividend in
property  other than cash,  stock split,  liquidating  dividend,  combination of
shares,  exchange of shares,  change in corporate structure or other transaction
not involving the receipt of  consideration by the Company) other than the three
for one reverse stock split approved by the Board of Directors on June 27, 1996,
the Plan and outstanding rights will be appropriately  adjusted in the class(es)
and maximum number of shares subject to the Plan and the class(es) and number of
shares  and  price  per  share of stock  subject  to  outstanding  rights.  Such
adjustments  shall be made by the Board or the Committee,  the  determination of
which shall be final, binding and conclusive. (The conversion of any convertible
securities of the Company shall not be treated as a  "transaction  not involving
the receipt of consideration by the Company.")

                                      E-7
(b) In the event of: (1) a dissolution or liquidation of the Company; (2) a
merger or consolidation  in which the Company is not the surviving  corporation;
(3) a reverse merger in which the Company is the surviving  corporation  but the
shares of the  Company's  Common Stock  outstanding  immediately  preceding  the
merger are converted by virtue of the merger into other property, whether in the
form of  securities,  cash or otherwise;  or (4) the  acquisition by any person,
entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act
or any comparable successor provisions  (excluding any employee benefit plan, or
related  trust,  sponsored or  maintained by the Company or any Affiliate of the
Company)  of  the  beneficial  ownership  (within  the  meaning  of  Rule  13d-3
promulgated under the Exchange Act, or comparable  successor rule) of securities
of the Company  representing at least fifty percent (50%) of the combined voting
power entitled to vote in the election of directors,  then, as determined by the
Board in its sole  discretion  (i) any  surviving or acquiring  corporation  may
assume outstanding rights or substitute similar rights for those under the Plan,
(ii) such rights may continue in full force and effect,  or (iii)  participants'
accumulated  payroll deductions may be used to purchase Common Stock immediately
prior to the transaction  described above and the participants' rights under the
ongoing Offering terminated.

13.  Amendment of the Plan.

     (a) The  Board at any  time,  and from  time to time,  may  amend the Plan.
However, except as provided in paragraph 12 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the stockholders of
the  Company  within  twelve  (12)  months  before or after the  adoption of the
amendment, where the amendment will:

          (i) Increase the number of shares reserved for rights under the Plan;

          (ii) Modify the provisions as to eligibility for  participation in the
     Plan (to the extent  such  modification  requires  stockholder  approval in
     order for the Plan to obtain  employee stock purchase plan treatment  under
     Section 423 of the Code or to comply with the  requirements of Rule 16b-3);
     or

          (iii) Modify the Plan in any other way if such  modification  requires
     stockholder  approval  in  order  for the  Plan to  obtain  employee  stock
     purchase plan treatment under Section 423 of the Code or to comply with the
     requirements of Rule 16b-3.

It is  expressly  contemplated  that the Board may amend the Plan in any respect
the Board deems  necessary or advisable to provide  eligible  employees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to employee stock purchase plans
and/or  to bring  the  Plan  and/or  rights  granted  under  it into  compliance
therewith.

     (b) Rights and obligations under any rights granted before amendment of the
Plan shall not be impaired by any amendment of the Plan, except with the consent
of the person to whom such rights were granted, or except as necessary to comply
with any laws or governmental regulations, or except as necessary to ensure that
the Plan and/or rights  granted under the Plan comply with the  requirements  of
Section 423 of the Code.

14.  Designation of Beneficiary.

     (a) A participant may file a written designation of a beneficiary who is to
receive any shares and cash,  if any, from the  participant's  account under the
Plan  in the  event  of such  participant's  death  subsequent  to the end of an
Offering but prior to delivery to the  participant  of such shares and cash.  In
addition,  a participant may file a written  designation of a beneficiary who is
to receive any cash from the  participant's  account under the Plan in the event
of such participant's death during an Offering.

     (b) Such  designation of beneficiary  may be changed by the  participant at
any time by written  notice.  In the event of the death of a participant  and in
the absence of a beneficiary  validly designated under the Plan who is living at
the time of such  participant's  death,  the Company  shall  deliver such shares
and/or cash to the executor or  administrator  of the estate of the participant,
or if no such executor or administrator  has been appointed (to the knowledge of
the  Company),  the  Company,  in its sole  discretion,  may deliver such shares

                                      E-8
and/or cash to the spouse or to any one or more  dependents  or relatives of the
participant,  or if no spouse,  dependent  or relative is known to the  Company,
then to such other person as the Company may designate.

15.  Termination or Suspension of the Plan.

     (a) The Board in its  discretion,  may suspend or terminate the Plan at any
time. No rights may be granted under the Plan while the Plan is suspended or
after it is terminated.

     (b) Rights and  obligations  under any rights  granted while the Plan is in
effect shall not be impaired by suspension or termination of the Plan, except as
expressly  provided  in the Plan or with the  consent of the person to whom such
rights  were  granted,  or  except  as  necessary  to  comply  with  any laws or
governmental  regulation,  or except as necessary to ensure that the Plan and/or
rights granted under the Plan comply with the requirements of Section 423 of the
Code.

16.  Effective Date of Plan.

     The Plan shall become effective on the same day that the Company's  initial
public  offering of shares of common stock  becomes  effective  (the  "Effective
Date"), but no rights granted under the Plan shall be exercised unless and until
the Plan has been approved by the stockholders of the Company within twelve (12)
months  before  or  after  the  date the  Plan is  adopted  by the  Board or the
Committee, which date may be prior to the Effective Date.

                                      E-9
EXHIBIT 23.2

                             CONSENT OF INDEPENDENT
                        REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.  333-______)  of Avatech  Solutions,  Inc.,  pertaining  to the  Avatech
Solutions, Inc. Employee Stock Purchase Plan, of our report dated March 26, 2004
with respect to the consolidated financial statements of Avatech Solutions, Inc.
for the years ended June 30, 2002 and 2003 included in the Current  Report (Form
8-K) filed with the Securities and Exchange Commission on July 6, 2004.

                                                  /s/ Ernst & Young LLP

Baltimore, Maryland
July 2, 2004

                                      E-10
EXHIBIT 23.3

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.  333-______)  of Avatech  Solutions,  Inc.,  pertaining  to the  Avatech
Solutions, Inc. Employee Stock Purchase Plan, of our report dated March 26, 2004
with respect to the consolidated financial statements of Avatech Solutions, Inc.
for the year ended June 30, 2001 included in the Current Report (Form 8-K) filed
with the Securities and Exchange Commission on July 6, 2004.

                                               /s/ Walpert & Wolpoff, LLP

Baltimore, Maryland
July 2, 2004

                                      E-11
EXHIBIT 24.1

                       Power of Attorney of Edgar Aronson

     The Undersigned hereby constitutes and appoints Donald R. "Scotty" Walsh
and Beth O. MacLaughlin as his attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, from such person and in each
person's name, place, and stead, in any and all capacities, to sign any and all
registration statements, amendments (including post-effective amendments) to any
registration statement, or, with all exhibits thereto and all documents in
connection therewith, as well as any Form 3, 4 or 5 under Section 16 of the
Securities Exchange Act of 1934, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

Name                             Title                              Date

         /s/                    Director                       October 30, 2003
--------------------------
Edgar Aronson

                                      E-12
EXHIBIT 24.2

                   Power of Attorney of Garnett Y. Clark, Jr.

     The  Undersigned  hereby  constitutes and appoints Donald R. "Scotty" Walsh
and Beth O. MacLaughlin as his  attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, from such person and in each
person's name, place, and stead, in any and all capacities,  to sign any and all
registration statements, amendments (including post-effective amendments) to any
registration  statement,  or, with all  exhibits  thereto and all  documents  in
connection  therewith,  as well as any  Form 3, 4 or 5 under  Section  16 of the
Securities  Exchange Act of 1934,  with the Securities and Exchange  Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary  to be done as fully to all intents and  purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents or any of them, or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

Name                             Title                              Date

         /s/                    Director                       October 3, 2003
--------------------------
Garnett Y. Clark

                                      E-13
EXHIBIT 24.3

    Power of Attorney of George Cox, Eugene J. Fischer and W. James Hindman

     The  Undersigned  hereby  constitutes and appoints Donald R. "Scotty" Walsh
and Beth O. MacLaughlin as his  attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, from such person and in each
person's name, place, and stead, in any and all capacities,  to sign any and all
registration statements, amendments (including post-effective amendments) to any
registration  statement,  or, with all  exhibits  thereto and all  documents  in
connection  therewith,  as well as any  Form 3, 4 or 5 under  Section  16 of the
Securities  Exchange Act of 1934,  with the Securities and Exchange  Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary  to be done as fully to all intents and  purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents or any of them, or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

Name                         Title                              Date

        /s/                  Chief Executive Officer            July 31, 2003
------------------------     and Director
Donald R. "Scotty" Walsh

        /s/                  Chief Financial Officer            July 31, 2003
------------------------
Beth O. MacLaughlin

        /s/                  Chairman of the Board              July 31, 2003
------------------------
W. James Hindman

        /s/                  Vice-Chairman of the Board         July 31, 2003
------------------------
Henry D. Felton

        /s/                  President and CEO                  July 31, 2003
------------------------
Eric Pratt

        /s/                  Director                           July 31, 2003
------------------------
Eugene J. Fischer

        /s/                  Executive Vice President           July 31, 2003
------------------------
Scott N. Fischer

        /s/                  Director                           July 31, 2003
------------------------
James A. Fanella

        /s/                  Senior Vice President              July 31, 2003
------------------------
Debra Keith

        /s/                  Director                           July 31, 2003
------------------------
George Cox

                                      E-14
EXHIBIT 24.4

                       Power of Attorney of Robert LaBlanc

     The  Undersigned  hereby  constitutes and appoints Donald R. "Scotty" Walsh
and Beth O. MacLaughlin as his  attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, from such person and in each
person's name, place, and stead, in any and all capacities,  to sign any and all
registration statements, amendments (including post-effective amendments) to any
registration  statement,  or, with all  exhibits  thereto and all  documents  in
connection  therewith,  as well as any  Form 3, 4 or 5 under  Section  16 of the
Securities  Exchange Act of 1934,  with the Securities and Exchange  Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary  to be done as fully to all intents and  purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents or any of them, or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

Name                             Title                              Date

         /s/                    Director                         April 21, 2004
--------------------------
Robert LaBlanc

                                      E-15
EXHIBIT 24.5

                        Power of Attorney of Robert Post

     The  Undersigned  hereby  constitutes and appoints Donald R. "Scotty" Walsh
and Beth O. MacLaughlin as his  attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, from such person and in each
person's name, place, and stead, in any and all capacities,  to sign any and all
registration statements, amendments (including post-effective amendments) to any
registration  statement,  or, with all  exhibits  thereto and all  documents  in
connection  therewith,  as well as any  Form 3, 4 or 5 under  Section  16 of the
Securities  Exchange Act of 1934,  with the Securities and Exchange  Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary  to be done as fully to all intents and  purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents or any of them, or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

Name                             Title                              Date

         /s/                    Director                         April 21, 2004
--------------------------
Robert Post

                                      E-16