As filed with the Securities and Exchange Commission on July 15, 2004
                                                     Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933




                                 INFINITY, INC.
             (Exact name of registrant as specified in its charter)


                COLORADO                            84-1070066
      (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)          Identification Number)

                              211 WEST 14TH STREET
                              CHANUTE, KANSAS 66720
                                 (620) 431-6200

                    (Address of principal executive offices)

                             2004 STOCK OPTION PLAN




                                 STANTON E. ROSS
                                    PRESIDENT
                                 INFINITY, INC.
                              211 WEST 14TH STREET
                              CHANUTE, KANSAS 66720
                                 (620) 431-6200
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                               DEBORAH J. FRIEDMAN
                            DAVIS GRAHAM & STUBBS LLP
                       1550 SEVENTEENTH STREET, SUITE 500
                             DENVER, COLORADO 80202
                                 (303) 892-9400


                         CALCULATION OF REGISTRATION FEE
================================================================================
                                     Proposed        Proposed
                        Amount       Maximum         Maximum          Amount of
Title of Securities     to be     Offering Price    Aggregate       Registration
to be Registered      Registered    Per Share(1)  Offering Price(1)      Fee
--------------------------------------------------------------------------------
Common Stock,
(par value
$.0001 per share)   410,000 shares     $4.44        $1,820,400          $231
================================================================================

(1)   Pursuant to Rule 457(h)(1), the price per share and aggregate offering
      price are based upon the average of the high and low prices of the
      Company's common stock on July 8, 2004, as reported on Nasdaq.

<PAGE>

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents, previously filed by Infinity, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated in this Registration Statement by reference as of their date
of filing with the Commission:

      (a) The Company's Annual Report on Form 10-K and Amendment No. 1 to the
Annual Report on Form 10-K for the year ended December 31, 2003;

      (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004;

      (c) The Company's Current Reports on Form 8-K filed on January 21, 2004,
March 30, 2004 and May 17, 2004; and

      (d) The description of the Company's common stock contained in the
Company's registration statement on Form 8-A (SEC file no. 0-17204) filed with
the SEC on November 16, 1993.

      All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement indicating that all
securities offered under the Registration Statement have been sold, or
deregistering all securities then remaining unsold, are also incorporated herein
by reference and shall be a part hereof from the date of the filing of such
documents.

      Any statement contained in a document incorporated by, or deemed
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

<PAGE>

      Infinity is incorporated in the State of Colorado. Sections 7-109-101
through 7-109-110 of the Colorado Business Corporation Act provide that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any action, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee, fiduciary, or agent of Infinity or was serving at its request
in a similar capacity for another entity, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection therewith if he acted in good faith and in a
manner he reasonably believed to be in the best interest of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. In case of an action brought by or in the
right of Infinity, such persons are similarly entitled to indemnification if
they acted in good faith and in a manner reasonably believed to be in the best
interests of Infinity. No indemnification shall be made if such person was
adjudged to be liable to Infinity for negligence or misconduct in the
performance of his duty to Infinity unless and to the extent the court in which
such action or suit was brought determines upon application that despite the
adjudication of liability, in view of all circumstances of the case, such person
is fairly and reasonably entitled to indemnification. In such event,
indemnification is limited to reasonable expenses. Such indemnification is not
deemed exclusive of any other rights to which those indemnified may be entitled
under the Articles of Incorporation, Bylaws, agreement, vote of shareholders or
disinterested directors, or otherwise.

      The Articles of Incorporation and Bylaws of Infinity generally allow
indemnification of officers and directors to the fullest extent allowed by law.
Infinity currently intends to indemnify its officers and directors to the
fullest extent permitted by the Articles of Incorporation, Bylaws and Colorado
law.

      We maintain insurance policies under which our directors and officers are
insured, within the limits and subject to the limitations of the policies,
against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been a director or officer of Infinity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


                                       2
<PAGE>


ITEM 8.  EXHIBITS


Exhibit
  No.        Description of Exhibit
-------      ----------------------

 4.1         Articles of Incorporation (1)

 4.2         Articles of Amendment to Articles of Incorporation

 4.3         Bylaws (1)

 4.4         2004 Stock Option Plan

 5.1         Opinion of Davis Graham & Stubbs LLP

 23.1        Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)

 23.2        Consent of Ehrhardt Keefe Steiner and Hottman PC

 24.1        Power of Attorney (included on signature page of this registration
             statement)

(1)   Incorporated by reference to the Company's registration statement (No.
      33-17416-D).

ITEM 9.           UNDERTAKINGS

      (a) The undersigned registrant 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 of 1933 ("Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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% 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.


                                       3
<PAGE>

            Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act") that are incorporated by
reference in this Registration Statement.

            (2) That, for the purpose of 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 that remain unsold at the
termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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


                                       4
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
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 City of Chanute, State of Kansas, on this 12th day of
July, 2004.

                                          INFINITY, INC.


                                          By: /s/ Stanton E. Ross
                                              ----------------------------------
                                              Stanton E. Ross
                                              President


                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stanton E. Ross and Jon D. Klugh, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, 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 substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.

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

Signature                             Title                      Date

/s/ Stanton E. Ross                   President, Treasurer       July 12, 2004
---------------------------------     and Director
Stanton E. Ross


/s/ Jon D. Klugh                      Chief Financial Officer    July 12, 2004
---------------------------------     and Secretary
Jon D. Klugh


/s/ Robert O. Lorenz                  Director                   July 12, 2004
---------------------------------
Robert O. Lorenz


                                       S-1
<PAGE>


/s/ Elliot M. Kaplan                  Director                   July 12, 2004
---------------------------------
Elliot M. Kaplan


/s/ Leroy C. Richie                   Director                   July 12, 2004
---------------------------------
Leroy C. Richie


/s/ O. Lee Tawes                      Director                   July 12, 2004
---------------------------------
O. Lee Tawes


                                       S-2
<PAGE>

                                  EXHIBIT INDEX

Exhibit
  No.       Description of Exhibit
-------     ----------------------

 4.2        Articles of Amendment to Articles of Incorporation

 4.4        2004 Stock Option Plan

 5.1        Opinion of Davis Graham & Stubbs LLP

23.1        Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)

23.2        Consent of Ehrhardt Keefe Steiner and Hottman PC
[{"type": "S-8", "sequence": "1", "filename": "v04527.txt", "secsgml_size_bytes": 16025}]
{"company-data": {"conformed-name": "INFINITY INC", "cik": "0000822746", "assigned-sic": "1389", "irs-number": "841070066", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117390", "film-number": "04916285"}, "business-address": {"street1": "211 W 14TH ST", "street2": "STE 260", "city": "CHANUTE", "state": "KS", "zip": "66720", "phone": "3164316200"}, "mail-address": {"street1": "211 WEST 14TH STREET", "city": "CHANUTE", "state": "KS", "zip": "66720"}}
As filed with the Securities and Exchange Commission on July 15, 2004
                                                     Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 INFINITY, INC.
             (Exact name of registrant as specified in its charter)

                COLORADO                            84-1070066
      (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)          Identification Number)

                              211 WEST 14TH STREET
                              CHANUTE, KANSAS 66720
                                 (620) 431-6200

                    (Address of principal executive offices)

                             2004 STOCK OPTION PLAN

                                 STANTON E. ROSS
                                    PRESIDENT
                                 INFINITY, INC.
                              211 WEST 14TH STREET
                              CHANUTE, KANSAS 66720
                                 (620) 431-6200
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                               DEBORAH J. FRIEDMAN
                            DAVIS GRAHAM & STUBBS LLP
                       1550 SEVENTEENTH STREET, SUITE 500
                             DENVER, COLORADO 80202
                                 (303) 892-9400

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                     Proposed        Proposed
                        Amount       Maximum         Maximum          Amount of
Title of Securities     to be     Offering Price    Aggregate       Registration
to be Registered      Registered    Per Share(1)  Offering Price(1)      Fee
--------------------------------------------------------------------------------
Common Stock,
(par value
$.0001 per share)   410,000 shares     $4.44        $1,820,400          $231
================================================================================

(1)   Pursuant to Rule 457(h)(1), the price per share and aggregate offering
      price are based upon the average of the high and low prices of the
      Company's common stock on July 8, 2004, as reported on Nasdaq.
PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents, previously filed by Infinity, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated in this Registration Statement by reference as of their date
of filing with the Commission:

      (a) The Company's Annual Report on Form 10-K and Amendment No. 1 to the
Annual Report on Form 10-K for the year ended December 31, 2003;

      (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004;

      (c) The Company's Current Reports on Form 8-K filed on January 21, 2004,
March 30, 2004 and May 17, 2004; and

      (d) The description of the Company's common stock contained in the
Company's registration statement on Form 8-A (SEC file no. 0-17204) filed with
the SEC on November 16, 1993.

      All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement indicating that all
securities offered under the Registration Statement have been sold, or
deregistering all securities then remaining unsold, are also incorporated herein
by reference and shall be a part hereof from the date of the filing of such
documents.

      Any statement contained in a document incorporated by, or deemed
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
Infinity is incorporated in the State of Colorado. Sections 7-109-101
through 7-109-110 of the Colorado Business Corporation Act provide that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any action, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee, fiduciary, or agent of Infinity or was serving at its request
in a similar capacity for another entity, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection therewith if he acted in good faith and in a
manner he reasonably believed to be in the best interest of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. In case of an action brought by or in the
right of Infinity, such persons are similarly entitled to indemnification if
they acted in good faith and in a manner reasonably believed to be in the best
interests of Infinity. No indemnification shall be made if such person was
adjudged to be liable to Infinity for negligence or misconduct in the
performance of his duty to Infinity unless and to the extent the court in which
such action or suit was brought determines upon application that despite the
adjudication of liability, in view of all circumstances of the case, such person
is fairly and reasonably entitled to indemnification. In such event,
indemnification is limited to reasonable expenses. Such indemnification is not
deemed exclusive of any other rights to which those indemnified may be entitled
under the Articles of Incorporation, Bylaws, agreement, vote of shareholders or
disinterested directors, or otherwise.

      The Articles of Incorporation and Bylaws of Infinity generally allow
indemnification of officers and directors to the fullest extent allowed by law.
Infinity currently intends to indemnify its officers and directors to the
fullest extent permitted by the Articles of Incorporation, Bylaws and Colorado
law.

      We maintain insurance policies under which our directors and officers are
insured, within the limits and subject to the limitations of the policies,
against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been a director or officer of Infinity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                       2
ITEM 8.  EXHIBITS

Exhibit
  No.        Description of Exhibit
-------      ----------------------

 4.1         Articles of Incorporation (1)

 4.2         Articles of Amendment to Articles of Incorporation

 4.3         Bylaws (1)

 4.4         2004 Stock Option Plan

 5.1         Opinion of Davis Graham & Stubbs LLP

 23.1        Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)

 23.2        Consent of Ehrhardt Keefe Steiner and Hottman PC

 24.1        Power of Attorney (included on signature page of this registration
             statement)

(1)   Incorporated by reference to the Company's registration statement (No.
      33-17416-D).

ITEM 9.           UNDERTAKINGS

      (a) The undersigned registrant 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 of 1933 ("Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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% 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.

                                       3
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act") that are incorporated by
reference in this Registration Statement.

            (2) That, for the purpose of 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 that remain unsold at the
termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                       4
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
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 City of Chanute, State of Kansas, on this 12th day of
July, 2004.

                                          INFINITY, INC.

                                          By: /s/ Stanton E. Ross
                                              ----------------------------------
                                              Stanton E. Ross
                                              President

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stanton E. Ross and Jon D. Klugh, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, 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 substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.

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

Signature                             Title                      Date

/s/ Stanton E. Ross                   President, Treasurer       July 12, 2004
---------------------------------     and Director
Stanton E. Ross

/s/ Jon D. Klugh                      Chief Financial Officer    July 12, 2004
---------------------------------     and Secretary
Jon D. Klugh

/s/ Robert O. Lorenz                  Director                   July 12, 2004
---------------------------------
Robert O. Lorenz

                                       S-1
/s/ Elliot M. Kaplan                  Director                   July 12, 2004
---------------------------------
Elliot M. Kaplan

/s/ Leroy C. Richie                   Director                   July 12, 2004
---------------------------------
Leroy C. Richie

/s/ O. Lee Tawes                      Director                   July 12, 2004
---------------------------------
O. Lee Tawes

                                       S-2
EXHIBIT INDEX

Exhibit
  No.       Description of Exhibit
-------     ----------------------

 4.2        Articles of Amendment to Articles of Incorporation

 4.4        2004 Stock Option Plan

 5.1        Opinion of Davis Graham & Stubbs LLP

23.1        Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)

23.2        Consent of Ehrhardt Keefe Steiner and Hottman PC