SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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


                                      T&G2
                                      ----
             (Exact Name of Registrant as Specified in Its Charter)

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

                                   74-3035831
                                   ----------
                      (I.R.S. Employer Identification No.)

                           1 Anderson Road, Suite 105
                         Bernardsville, New Jersey 07924
                         -------------------------------
                    (Address of Principal Executive Offices)

                                 Not Applicable
                                 --------------
                            (Full Title of the Plan)

                             Wolfgang Heimerl, Esq.
                                Heimerl Law Firm
                           1 Anderson Road, Suite 105
                         Bernardsville, New Jersey 07924
                         -------------------------------
                     (Name and Address of Agent For Service)

                                 (908) 766-3385
                                 --------------
          (Telephone Number, Including Area Code, of Agent for Service)


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



<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
                                           Proposed Maximum     Proposed Maximum
Title of Securities To Be   Amount to Be   Offering Price Per   Aggregate Offering   Amount of
Registered                  Registered     Share                Price                Registration Fee(1)
---------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>                  <C>                  <C>
Class A Common Stock,
$.001 Par Value per share    3,500,000     $0.155 (2)           $542,500 (2)         $135.63 (2)
---------------------------------------------------------------------------------------------------------

<FN>
(1)  Computed  in  accordance  with  Section  6(b)  of  the  Securities  Act  by
     multiplying 0.00025 by the proposed maximum aggregate offering price.

(2)  Pursuant to Rule 457(h) under the  Securities  Act of 1933, as amended (the
     "Securities  Act"),  the proposed  maximum  offering  price per share,  the
     proposed  maximum  aggregate  offering price and the amount of registration
     fee have  been  computed  on the basis of the  average  of the high and low
     price of the common stock as quoted on January 9, 2004.
</FN>
</TABLE>



<PAGE>






                                     PART I
                                     ------
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
              ----------------------------------------------------

     Explanatory Note
     ----------------

     As permitted by the rules of the  Securities and Exchange  Commission  (the
"Commission"),  this Registration  Statement omits the information  specified in
Part I (Items 1 and 2) of Form S-8. The  documents  containing  the  information
otherwise  specified in Part I will be delivered to the advisors,  employees and
consultants who receive the Shares registered  hereunder required by Rule 428(b)
under the  Securities Act and the Note to Part I of Form S-8. Such documents are
not being filed with the Commission as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.


                                     PART II
                                     -------
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.  Incorporation of Documents by Reference.
-------------------------------------------------

     The  following  documents,   previously  filed  by  the  Company  with  the
Commission, are hereby incorporated by reference in this Registration Statement:

     (A)  Quarterly  Report on Form 10QSB for the  period  ended  September  30,
          2003, filed with the Commission on November 12, 2003;
     (B)  Quarterly  Report on Form  10QSB for the period  ended June 30,  2003,
          filed with the Commission on August 19, 2003;
     (C)  Quarterly  Report on Form 10QSB/A for the period ended March 31, 2003,
          filed with the Commission on June 6, 2003;
     (D)  Quarterly  Report on Form 10QSB for the period  ended March 31,  2003,
          filed with the Commission on May 20, 2003;
     (E)  Form S-8 Registration  Statement,  as filed with the Commission on May
          7, 2003; and
     (F)  Annual  Report on Form 10KSB for the period  ended  December 31, 2002,
          filed with the Commission on April 15, 2003.

     All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
Act"), after the date of this Registration  Statement and prior to the filing of
a post-effective  amendment to this Registration  Statement  indicating that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description of Securities.
-----------------------------------

     The Company is  authorized  to issue up to Two  Hundred  and Fifty  Million
(250,000,000)  shares of its 0.001 par value Class A Common Stock  ("Shares") of
which,  Thirty  Five  Million  Six  Hundred  Sixty Nine  Thousand  Seventy-Seven
(35,669,077) Shares are issued and outstanding as of the date hereof. The Shares
registered  hereunder are to be issued to advisors,  employees  and  consultants
qualified  and  eligible  as such  under  the  Securities  Act  and  Regulations
promulgated  there  under as  compensation  for  their  respective  services  in
connection with permitted services as provided in the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.
------------------------------------------------

     The  validity  of the  issuance  of the shares of common  stock  registered
hereby has been passed upon by the Heimerl Law Firm,  which serves as counsel to
the Company.

Item 6.  Indemnification of Directors and Officers.
---------------------------------------------------

     The  Company's   certificate  of  incorporation   and  bylaws  provide  for
indemnification  of its directors,  officers,  employees and other agents to the
extent  permitted by the Nevada  General  Corporation  Law. The Company  carries
policies of insurance  which cover the individual  directors and officers of the
Company  for legal  liability  and which  would pay on behalf of the Company for
expenses of indemnification  of directors and officers.  The Company has entered
into  agreements  with  certain of its  executive  officers and  directors  that
require the Company to indemnify  such  officers and directors  against  certain
liabilities  which may arise by reason of their status as officers and directors
of the Company, including liabilities under the federal securities laws.

Item 7.  Exemption From Registration Claimed.
---------------------------------------------

     Not applicable.




                                        2
<PAGE>






Item 8.  Exhibits.
------------------

     (A)  Consulting  Agreement between San Diego Torrey Hills Capital,  Inc.and
          the Company dated January 12, 2004; and
     (B)  Consulting  Agreement  between  The  Holtermann  Group and the Company
          dated January 5, 2004.

     Note: With regard to attorney  compensation  and  compensation for officers
     and directors,  the Retainer Agreement between the Heimerl Law Firm and the
     Company dated May 1, 2003;  the Board of Director  Resolution  dated May 6,
     2003; and The Shareholder Resolution dated May 6, 2003 have been previously
     filed with the prior Form S-8  Registration  Statement of the Company dated
     May 7, 2002.

Item 9.  Undertakings.
----------------------

     (a)  The undersigned Company hereby undertakes:

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

               (i)       to include any prospectus  required by Section 10(a)(3)
                         of the Securities Act;

               (ii)      to  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the  registration  statement.  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high end
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more than a 20 percent change in the maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  Registration
                         Statement; and

               (iii)     to include any material information with respect to the
                         plan of distribution  not previously  disclosed in this
                         Registration  Statement or any material  change to such
                         information in this Registration Statement.

          (2)  That,  for the  purposes  determining  any  liability  under  the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

     (b)  That, for purposes of determining  any liability  under the Securities
          Act,  each filing of the Company's  annual report  pursuant to Section
          13(a) or 15(d) of the Exchange Act that is  incorporated  by reference
          in  this   Registration   Statement  shall  be  deemed  to  be  a  new
          registration  statement relating to the securities offered herein, and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.

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

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

                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements of the Securities Act, the Company  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 Town
of Bernardsville, State of New Jersey, on this 12th day of January 2004.


                                      T&G2
                                      ----

                           By: /s/ JAMES M. FARINELLA
                              -----------------------
                            Name: James M. Farinella
                    Title: President, Chief Executive Officer


                                        3
<PAGE>






--------------------------------------------------------------------------------
                                POWER OF ATTORNEY




     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and  appoints  James  F.  Farinella  with  full  power  of
substitution and  re-substitution,  for him and in his name, place and stead, in
any and all capacities,  to sign this  Registration  Statement,  and any and all
amendments thereto (including post-effective amendments),  and to file the same,
with  exhibits  and  schedules  thereto,   and  other  documents  in  connection
therewith,  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  necessary  or desirable to be done in
and about the  premises,  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 their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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



Signature                          Title                     Date
--------------------------------------------------------------------------------


/s/ JAMES M. FARINELLA     President and Chief Financial     January 12, 2004
----------------------         Officer and Director
    James M. Farinella


/s/ DAVID FACCIANI         Secretary and Director            January 12, 2004
------------------
    David Facciani


/s/ DOUGLAS WETZEL         Director                          January 12, 2004
------------------
    Douglas Wetzel


























                                        4
[{"type": "S-8", "sequence": "1", "filename": "tg2s8011204.txt", "description": "T & G2 S-8, 01.12.04", "secsgml_size_bytes": 16846}]
{"company-data": {"conformed-name": "T & G2", "cik": "0000051387", "assigned-sic": "3571", "irs-number": "743035831", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111873", "film-number": "04522177"}, "business-address": {"street1": "65 LA GRANDE AVE.", "city": "BERKELEY HEIGHTS", "state": "NJ", "zip": "07922", "phone": "9085089009"}, "mail-address": {"street1": "65 LA GRANDE AVE.", "street2": "STE", "city": "BERKELEY HEIGHTS", "state": "NJ", "zip": "07922"}, "former-company": {"former-conformed-name": "INTERNATIONAL MERCANTILE CORP", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                                      T&G2
                                      ----
             (Exact Name of Registrant as Specified in Its Charter)

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

                                   74-3035831
                                   ----------
                      (I.R.S. Employer Identification No.)

                           1 Anderson Road, Suite 105
                         Bernardsville, New Jersey 07924
                         -------------------------------
                    (Address of Principal Executive Offices)

                                 Not Applicable
                                 --------------
                            (Full Title of the Plan)

                             Wolfgang Heimerl, Esq.
                                Heimerl Law Firm
                           1 Anderson Road, Suite 105
                         Bernardsville, New Jersey 07924
                         -------------------------------
                     (Name and Address of Agent For Service)

                                 (908) 766-3385
                                 --------------
          (Telephone Number, Including Area Code, of Agent for Service)

                               -------------------
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
                                           Proposed Maximum     Proposed Maximum
Title of Securities To Be   Amount to Be   Offering Price Per   Aggregate Offering   Amount of
Registered                  Registered     Share                Price                Registration Fee(1)
---------------------------------------------------------------------------------------------------------
Class A Common Stock,
$.001 Par Value per share    3,500,000     $0.155 (2)           $542,500 (2)         $135.63 (2)
---------------------------------------------------------------------------------------------------------
(1)  Computed  in  accordance  with  Section  6(b)  of  the  Securities  Act  by
     multiplying 0.00025 by the proposed maximum aggregate offering price.

(2)  Pursuant to Rule 457(h) under the  Securities  Act of 1933, as amended (the
     "Securities  Act"),  the proposed  maximum  offering  price per share,  the
     proposed  maximum  aggregate  offering price and the amount of registration
     fee have  been  computed  on the basis of the  average  of the high and low
     price of the common stock as quoted on January 9, 2004.
PART I
                                     ------
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
              ----------------------------------------------------

     Explanatory Note
     ----------------

     As permitted by the rules of the  Securities and Exchange  Commission  (the
"Commission"),  this Registration  Statement omits the information  specified in
Part I (Items 1 and 2) of Form S-8. The  documents  containing  the  information
otherwise  specified in Part I will be delivered to the advisors,  employees and
consultants who receive the Shares registered  hereunder required by Rule 428(b)
under the  Securities Act and the Note to Part I of Form S-8. Such documents are
not being filed with the Commission as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.

                                     PART II
                                     -------
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

Item 3.  Incorporation of Documents by Reference.
-------------------------------------------------

     The  following  documents,   previously  filed  by  the  Company  with  the
Commission, are hereby incorporated by reference in this Registration Statement:

     (A)  Quarterly  Report on Form 10QSB for the  period  ended  September  30,
          2003, filed with the Commission on November 12, 2003;
     (B)  Quarterly  Report on Form  10QSB for the period  ended June 30,  2003,
          filed with the Commission on August 19, 2003;
     (C)  Quarterly  Report on Form 10QSB/A for the period ended March 31, 2003,
          filed with the Commission on June 6, 2003;
     (D)  Quarterly  Report on Form 10QSB for the period  ended March 31,  2003,
          filed with the Commission on May 20, 2003;
     (E)  Form S-8 Registration  Statement,  as filed with the Commission on May
          7, 2003; and
     (F)  Annual  Report on Form 10KSB for the period  ended  December 31, 2002,
          filed with the Commission on April 15, 2003.

     All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
Act"), after the date of this Registration  Statement and prior to the filing of
a post-effective  amendment to this Registration  Statement  indicating that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description of Securities.
-----------------------------------

     The Company is  authorized  to issue up to Two  Hundred  and Fifty  Million
(250,000,000)  shares of its 0.001 par value Class A Common Stock  ("Shares") of
which,  Thirty  Five  Million  Six  Hundred  Sixty Nine  Thousand  Seventy-Seven
(35,669,077) Shares are issued and outstanding as of the date hereof. The Shares
registered  hereunder are to be issued to advisors,  employees  and  consultants
qualified  and  eligible  as such  under  the  Securities  Act  and  Regulations
promulgated  there  under as  compensation  for  their  respective  services  in
connection with permitted services as provided in the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.
------------------------------------------------

     The  validity  of the  issuance  of the shares of common  stock  registered
hereby has been passed upon by the Heimerl Law Firm,  which serves as counsel to
the Company.

Item 6.  Indemnification of Directors and Officers.
---------------------------------------------------

     The  Company's   certificate  of  incorporation   and  bylaws  provide  for
indemnification  of its directors,  officers,  employees and other agents to the
extent  permitted by the Nevada  General  Corporation  Law. The Company  carries
policies of insurance  which cover the individual  directors and officers of the
Company  for legal  liability  and which  would pay on behalf of the Company for
expenses of indemnification  of directors and officers.  The Company has entered
into  agreements  with  certain of its  executive  officers and  directors  that
require the Company to indemnify  such  officers and directors  against  certain
liabilities  which may arise by reason of their status as officers and directors
of the Company, including liabilities under the federal securities laws.

Item 7.  Exemption From Registration Claimed.
---------------------------------------------

     Not applicable.

                                        2
Item 8.  Exhibits.
------------------

     (A)  Consulting  Agreement between San Diego Torrey Hills Capital,  Inc.and
          the Company dated January 12, 2004; and
     (B)  Consulting  Agreement  between  The  Holtermann  Group and the Company
          dated January 5, 2004.

     Note: With regard to attorney  compensation  and  compensation for officers
     and directors,  the Retainer Agreement between the Heimerl Law Firm and the
     Company dated May 1, 2003;  the Board of Director  Resolution  dated May 6,
     2003; and The Shareholder Resolution dated May 6, 2003 have been previously
     filed with the prior Form S-8  Registration  Statement of the Company dated
     May 7, 2002.

Item 9.  Undertakings.
----------------------

     (a)  The undersigned Company hereby undertakes:

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

               (i)       to include any prospectus  required by Section 10(a)(3)
                         of the Securities Act;

               (ii)      to  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the  registration  statement.  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high end
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more than a 20 percent change in the maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  Registration
                         Statement; and

               (iii)     to include any material information with respect to the
                         plan of distribution  not previously  disclosed in this
                         Registration  Statement or any material  change to such
                         information in this Registration Statement.

          (2)  That,  for the  purposes  determining  any  liability  under  the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

     (b)  That, for purposes of determining  any liability  under the Securities
          Act,  each filing of the Company's  annual report  pursuant to Section
          13(a) or 15(d) of the Exchange Act that is  incorporated  by reference
          in  this   Registration   Statement  shall  be  deemed  to  be  a  new
          registration  statement relating to the securities offered herein, and
          the offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.

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

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

                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements of the Securities Act, the Company  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 Town
of Bernardsville, State of New Jersey, on this 12th day of January 2004.

                                      T&G2
                                      ----

                           By: /s/ JAMES M. FARINELLA
                              -----------------------
                            Name: James M. Farinella
                    Title: President, Chief Executive Officer

                                        3
--------------------------------------------------------------------------------
                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and  appoints  James  F.  Farinella  with  full  power  of
substitution and  re-substitution,  for him and in his name, place and stead, in
any and all capacities,  to sign this  Registration  Statement,  and any and all
amendments thereto (including post-effective amendments),  and to file the same,
with  exhibits  and  schedules  thereto,   and  other  documents  in  connection
therewith,  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  necessary  or desirable to be done in
and about the  premises,  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 their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature                          Title                     Date
--------------------------------------------------------------------------------

/s/ JAMES M. FARINELLA     President and Chief Financial     January 12, 2004
----------------------         Officer and Director
    James M. Farinella

/s/ DAVID FACCIANI         Secretary and Director            January 12, 2004
------------------
    David Facciani

/s/ DOUGLAS WETZEL         Director                          January 12, 2004
------------------
    Douglas Wetzel

                                        4