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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

         DELAWARE                                       74-2504501
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                 Bank One Tower, 111 Monument Circle, Suite 4600
                             INDIANAPOLIS, IN 46240

                            STOCK PURCHASE AGREEMENTS
                            (Full Title of the Plan)

                                 DOUGLAS E. MAY
                                 Bank One Tower,
                        111 Monument Circle, Suite 4600
                             INDIANAPOLIS, IN 46240
                     (Name and address of agent for service)

                          Copies of Communications to:

                                 DOUGLAS E. MAY
                                 Bank One Tower,
                        111 Monument Circle, Suite 4600
                             INDIANAPOLIS, IN 46240


<PAGE>

                         CALCULATION OF REGISTRATION FEE

                            STOCK PURCHASE AGREEMENTS

                                                        Proposed
                                         Proposed       Maximum
                                         Maximum        Aggregate     Amount of
Securities              Amount To Be   Offering Price   Offering    Registration
To Be Registered         Registered      Per Share       Price           Fee

Common Stock
$0.01 per share
(Issued Under Stock
Purchase Agreements)      2,000,000        $.15          $300,000    $157.50 (1)
                          2,000,000        $.15          $300,000
                            200,000        $.15           $30,000
                                                         --------
                                                         $630,000

(1) Estimated pursuant to Rule 457(c) solely for purposes of calculating amount
of registration fee, based upon the bid price of the Company's common stock
reported on July 20, 2001, as quoted on the OTC Bulletin Board in the case of
Messrs. Shoemake and May and July 30, 2001 in the case of Mr. Sutton.

                                     PART I*

                 INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated by reference, as of
their respective dates, in this Registration Statement:

         (a) Annual Report on Form 10-K for the fiscal year ended August 31,
2000 (Commission File No. 0-19049);

         (b) Quarterly Reports on Form 10-Q for the fiscal quarters ended
November 30, 2000, February 28, 2001 and May 31, 2001; Definitive Information
Statements on Schedule 14C dated as of September 18, 2000 and dated as of July
27, 2001 and Current Reports on Form 8-K filed on July 11, 2001 and August 1,
2001.


<PAGE>

         Any statement contained herein or 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 statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

         All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the foregoing Registration Statement
are incorporated herein by reference. All other reports or documents filed by
the Company pursuant to the requirements of Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, subsequent to the date of this Registration Statement and
prior to the termination of the offering of the securities offered hereby, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such reports or documents. Any statements contained in a
document incorporated herein by reference 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
incorporated 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 class of securities to be offered is registered under Section 12 of
the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 4.01 of the Company's Bylaws, as amended, provides as follows:

"The Corporation shall indemnify, to the full extent permissible under Delaware
law, any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director or officer of the Corporation, or while a director or officer of
the Corporation is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorney's fees), judgments, fines, excise taxes and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or preceding."


<PAGE>

Under Delaware law, directors, officers, employees, and other individuals may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation - a "derivative action") if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of conduct is applicable in the case of a
derivative action, but indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and Delaware law requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been
found liable to the corporation.

The Company also has adopted in its Restated Certificate of Incorporation
the provisions of Section 102(b)(7) of the Delaware General Corporation Law
which eliminate or limit the personal liability of a director to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except that the provision shall not eliminate or limit the liability
of a director of any breach of the director's duty of loyalty to the Company or
its stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, under Section 174 of the
Delaware General Corporation Law, or for any transaction from which the director
derived an improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         Reference is made to the Exhibit Index.

ITEM 9.  UNDERTAKINGS

         (1)      The undersigned registrant hereby undertakes:

               (a) 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;

                    (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, represents a fundamental change
               in the information set forth in the registration statement;


<PAGE>

                    (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in the registration statement; provided, however, that paragraphs
               (1)(i) and (1) (ii) do not apply if the registration statement is
               on Form S-3, Form S-8, or Form F-3, and the information required
               to be included in a post-effective amendment by those paragraphs
               is contained in periodic reports filed by the registrant pursuant
               to Section 13 or Section 15 (d) of Securities Exchange Act of
               1934 that are incorporated by reference in the registration
               statement.

               (b) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

               (c) 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.

         (2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or 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 Act and will
be governed by the final adjudication of such issue.


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the 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 Indianapolis, State of Indiana, on the 3rd day of
August, 2001.

                                WOW ENTERTAINMENT, INC.


                                /s/ Douglas E. May
                                ----------------------------------------
                                Douglas E. May, Vice President of Finance,
                                Chief Financial Officer, Secretary and Director



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas E. May, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of August 3, 2001, by the
following persons in the capacities indicated.


/s/ Jeffrey J. Lewis               Director and CEO           August 3, 2001
-----------------------------
Jeffrey J. Lewis



<PAGE>

                                  EXHIBIT INDEX

The following exhibits are filed as a part of the Registration Statement:

Exhibit 4.1       Restricted Stock Purchase Agreement with Douglas E. May

Exhibit 4.2       Restricted Stock Purchase Agreement with William A. Shoemake

Exhibit 4.3       Restricted Stock Purchase Agreement with Anthony W. Sutton

Exhibit 5         Opinion Lowe Gray Steele & Darko, LLP

Exhibit 23.1      Consent of Katz Sapper & Miller, LLP

Exhibit 23.2      Consent of Lowe Gray Steele & Darko, LLP - included in
                  Exhibit 5

Exhibit 24        Power of Attorney - included on the signature page hereof
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 15404}]
{"company-data": {"conformed-name": "WOW ENTERTAINMENT INC", "cik": "0000851249", "assigned-sic": "7819", "irs-number": "742504501", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66706", "film-number": "1697468"}, "business-address": {"street1": "51 BEECH ROAD", "street2": "YACHT CLUB DR", "city": "GLEN ROCK", "state": "NJ", "zip": "07452", "phone": "2014475360"}, "mail-address": {"street1": "BANK ONE TOWER", "street2": "111 MONUMENT CIRCLE #4600", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204"}, "former-company": [{"former-conformed-name": "AMERICAN GAMING & ENTERTAINMENT LTD /DE", "date-changed": "19941229"}, {"former-conformed-name": "GAMMA INTERNATIONAL LTD", "date-changed": "19940819"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

         DELAWARE                                       74-2504501
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                 Bank One Tower, 111 Monument Circle, Suite 4600
                             INDIANAPOLIS, IN 46240

                            STOCK PURCHASE AGREEMENTS
                            (Full Title of the Plan)

                                 DOUGLAS E. MAY
                                 Bank One Tower,
                        111 Monument Circle, Suite 4600
                             INDIANAPOLIS, IN 46240
                     (Name and address of agent for service)

                          Copies of Communications to:

                                 DOUGLAS E. MAY
                                 Bank One Tower,
                        111 Monument Circle, Suite 4600
                             INDIANAPOLIS, IN 46240
CALCULATION OF REGISTRATION FEE

                            STOCK PURCHASE AGREEMENTS

                                                        Proposed
                                         Proposed       Maximum
                                         Maximum        Aggregate     Amount of
Securities              Amount To Be   Offering Price   Offering    Registration
To Be Registered         Registered      Per Share       Price           Fee

Common Stock
$0.01 per share
(Issued Under Stock
Purchase Agreements)      2,000,000        $.15          $300,000    $157.50 (1)
                          2,000,000        $.15          $300,000
                            200,000        $.15           $30,000
                                                         --------
                                                         $630,000

(1) Estimated pursuant to Rule 457(c) solely for purposes of calculating amount
of registration fee, based upon the bid price of the Company's common stock
reported on July 20, 2001, as quoted on the OTC Bulletin Board in the case of
Messrs. Shoemake and May and July 30, 2001 in the case of Mr. Sutton.

                                     PART I*

                 INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated by reference, as of
their respective dates, in this Registration Statement:

         (a) Annual Report on Form 10-K for the fiscal year ended August 31,
2000 (Commission File No. 0-19049);

         (b) Quarterly Reports on Form 10-Q for the fiscal quarters ended
November 30, 2000, February 28, 2001 and May 31, 2001; Definitive Information
Statements on Schedule 14C dated as of September 18, 2000 and dated as of July
27, 2001 and Current Reports on Form 8-K filed on July 11, 2001 and August 1,
2001.
Any statement contained herein or 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 statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

         All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the foregoing Registration Statement
are incorporated herein by reference. All other reports or documents filed by
the Company pursuant to the requirements of Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, subsequent to the date of this Registration Statement and
prior to the termination of the offering of the securities offered hereby, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such reports or documents. Any statements contained in a
document incorporated herein by reference 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
incorporated 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 class of securities to be offered is registered under Section 12 of
the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 4.01 of the Company's Bylaws, as amended, provides as follows:

"The Corporation shall indemnify, to the full extent permissible under Delaware
law, any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director or officer of the Corporation, or while a director or officer of
the Corporation is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorney's fees), judgments, fines, excise taxes and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or preceding."
Under Delaware law, directors, officers, employees, and other individuals may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation - a "derivative action") if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of conduct is applicable in the case of a
derivative action, but indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and Delaware law requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been
found liable to the corporation.

The Company also has adopted in its Restated Certificate of Incorporation
the provisions of Section 102(b)(7) of the Delaware General Corporation Law
which eliminate or limit the personal liability of a director to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except that the provision shall not eliminate or limit the liability
of a director of any breach of the director's duty of loyalty to the Company or
its stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, under Section 174 of the
Delaware General Corporation Law, or for any transaction from which the director
derived an improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         Reference is made to the Exhibit Index.

ITEM 9.  UNDERTAKINGS

         (1)      The undersigned registrant hereby undertakes:

               (a) 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;

                    (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, represents a fundamental change
               in the information set forth in the registration statement;
(iii) To include any material information with respect to
               the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in the registration statement; provided, however, that paragraphs
               (1)(i) and (1) (ii) do not apply if the registration statement is
               on Form S-3, Form S-8, or Form F-3, and the information required
               to be included in a post-effective amendment by those paragraphs
               is contained in periodic reports filed by the registrant pursuant
               to Section 13 or Section 15 (d) of Securities Exchange Act of
               1934 that are incorporated by reference in the registration
               statement.

               (b) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

               (c) 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.

         (2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Indianapolis, State of Indiana, on the 3rd day of
August, 2001.

                                WOW ENTERTAINMENT, INC.

                                /s/ Douglas E. May
                                ----------------------------------------
                                Douglas E. May, Vice President of Finance,
                                Chief Financial Officer, Secretary and Director

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas E. May, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of August 3, 2001, by the
following persons in the capacities indicated.

/s/ Jeffrey J. Lewis               Director and CEO           August 3, 2001
-----------------------------
Jeffrey J. Lewis
EXHIBIT INDEX

The following exhibits are filed as a part of the Registration Statement:

Exhibit 4.1       Restricted Stock Purchase Agreement with Douglas E. May

Exhibit 4.2       Restricted Stock Purchase Agreement with William A. Shoemake

Exhibit 4.3       Restricted Stock Purchase Agreement with Anthony W. Sutton

Exhibit 5         Opinion Lowe Gray Steele & Darko, LLP

Exhibit 23.1      Consent of Katz Sapper & Miller, LLP

Exhibit 23.2      Consent of Lowe Gray Steele & Darko, LLP - included in
                  Exhibit 5

Exhibit 24        Power of Attorney - included on the signature page hereof