As filed with the Securities and
Exchange Commission on June 26, 2000                      Registration No. 333
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933

                              PAWNBROKER.COM, INC.
             (Exact name of Registrant as specified in its charter)

            Delaware                                   33-0794473
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or organization)

                              85 Keystone, Suite F
                               Reno, Nevada 89503
                                 (775) 332-5048
                 ----------------------------------------------
                     Address of Principal Executive Offices


                  Amended and Restated (1999) Stock Option Plan
                 ----------------------------------------------
                            (Full titles of the plan)


                           Corporation Service Company
                                1013 Centre Road
                              Wilmington, DE 19805
                 ----------------------------------------------
                     (Name and address of agent for service)

                                 (302) 734-7492
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

<TABLE>
                                                CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of             Amount to         Proposed Maximum Offering       Proposed Maximum Aggregate        Amount of
Securities to be Registered(1)   be Registered            Price Per Share                  Offering Price          Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                          <C>                            <C>                         <C>
Common Shares subject to        2,976,665 shares             $6.69(1)                       $19,913,888                 $5,257
outstanding options under
the Plan

------------------------------------------------------------------------------------------------------------------------------------
Common Shares not subject to    5,023,335 shares             $4.25(2)                       $21,349,173                 $5,636
outstanding options under
the Plan

------------------------------------------------------------------------------------------------------------------------------------
Total                           8,000,000 shares                                            $40,007,228                 $10,893
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Based on the average exercise price of options granted under the 1999 Stock
     Option Plan  outstanding as of the date of the filing of this  registration
     statement.

(2)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low prices for the  Registrant's  common  shares on June 19,  2000,  as
     quoted on the National  Association of Securities  Dealer  Over-The-Counter
     Bulletin Board, which was US$4.25 per share.


================================================================================
<PAGE>

This  registration  statement on Form S-8 registers  common  shares,  with a par
value of $0.0001 per share,  of  Pawnbroker.com,  Inc., a Delaware  corporation,
(the  "Registrant")  to be issued  pursuant to the exercise of options or rights
granted under the Registrant's 1999 Stock Option Plan, as amended.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a)  The  Registrant's  registration  statement  filed  pursuant to Section
          12(b) or 12(g) of the  Exchange  Act filed on Form 10 on  November  3,
          1999.

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Exchange  Act since the end of the fiscal  year  covered by the annual
          report incorporated by reference herein pursuant to (a) above.

     (c)  The  description  of  the  Registrant's  securities  contained  in the
          Registrant's   registration  statement  on  Form  10  filed  with  the
          Securities and Exchange Commission on November 3, 1999,  including any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  and prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

None.

Item 6.  Indemnification of Directors and Officers.

The Registrant's Articles of Incorporation and Bylaws require us to indemnify to
the fullest extent permitted by Delaware law, each person that we have the power
to indemnify.

Delaware law permits a corporation, under specified circumstances,  to indemnify
its  directors,  officers,  employees  or  agents  against  expenses  (including
attorney's fees), judgments,  fines and amounts paid in settlements actually and
reasonably  incurred by them in connection  with any action,  suit or proceeding
brought by third parties by reason of the fact that they were or are  directors,
officers,  employees or agents of the corporation, if such directors,  officers,
employees or agents acted in good faith and in a manner they reasonably believed
to be in or not  opposed to the best  interests  of the  corporation  and,  with
respect to any criminal  action or  proceeding,  had no reason to believe  their
conduct was unlawful. In a derivative action, that is, one by or in the right of
the  corporation,  indemnification  may be made only for  expenses  actually and
reasonably  incurred by directors,  officers,  employees or agents in connection
with the defense or settlement of an action or suit,  and only with respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the  court  in which  the  action  or suit  was  brought  shall  determine  upon
application  that the  defendant  directors,  officers,  employees or agents are
fairly and  reasonably  entitled to  indemnity  for such  expenses  despite such
adjudication of liability.

The Registrant's  Articles of Incorporation  and Bylaws also contain  provisions
stating that no director  shall be liable to us or any of our  stockholders  for
monetary damages for breach of fiduciary duty as a director, except with respect



                                      II-1
<PAGE>

to (1) a breach of the  director's  duty of  loyalty to the  corporation  or its
stockholders,  (2)  acts  or  omissions  not in  good  faith  or  which  involve
intentional  misconduct  or a knowing  violation  of law,  (3)  liability  under
Delaware law (for unlawful payment of dividends,  or unlawful stock purchases or
redemptions)  or (4) a transaction  from which the director  derived an improper
personal benefit.  The intention of the foregoing provisions is to eliminate the
liability of our directors or our  stockholders to the fullest extent  permitted
by Delaware law

Item 7.  Exemption from Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

Exhibit
Number          Description
------          -----------
  4.1           Amended and Restated (1999) Stock Option Plan
  5.1           Opinion of Dorsey & Whitney LLP
 23.1           Consent of Davidson & Co.
 23.3           Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
 24.1           Power of Attorney (See page II-5 of this registration statement)


Item 9.  Undertakings.

     (a)  The undersigned Registrant 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 and 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
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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 (a)(1)(i) and (a)(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 with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or Section 15(d) of the 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 which remain unsold at the termination of
the offering.



                                      II-2
<PAGE>

     (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 Section 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 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.

     (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 Securities  and Exchange  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  of 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.








                                      II-3
<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Reno, State of Nevada, on this 26th day of June,
2000.

                                   PAWNBROKER.COM, INC.



                                   By:  /s/ Joseph D. Schlader
                                        ---------------------------------------
                                        Joseph D. Schlader, President













                                      II-4
<PAGE>

                                POWER OF ATTORNEY

     Each person whose  signature  appears below  constitutes  and appoints Neil
McElwee and Joe Schlader, or any of them, his  attorney-in-fact,  with the power
of substitution,  for them in any and all capacities,  to sign any amendments to
this  registration  statement,  and to file the same, with exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact,  or
their substitute or substitutes, may 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/ Neil McElwee                  Chief Executive Officer         June 21, 2000
-----------------------------     and Director
Neil McElwee                      (Principal Executive Officer)


/s/ Joseph Schlader               President, Chairman of the      June 20, 2000
-----------------------------     Board, and Director
Joseph Schlader


/s/ William Galine                Director and Secretary          June 20, 2000
-----------------------------
William Galine


/s/ Greigory Park                 Chief Financial Officer         June 19, 2000
-----------------------------     (Principal Financial Officer
Greigory Park                     and Accounting Officer)








                                      II-5
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number         Description
------         -----------
 4.1           Amended and Restated (1999) Stock Option Plan
 5.1           Opinion of Dorsey & Whitney LLP
23.1           Consent of Davidson & Co.
23.3           Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
24.1           Power of Attorney (See page II-5 of this registration statement)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16432}]
{"company-data": {"conformed-name": "PAWNBROKER COM INC", "cik": "0001058154", "assigned-sic": "7389", "irs-number": "330794473", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40088", "film-number": "660548"}, "business-address": {"street1": "85 KEYSTONE, SUITE F", "street2": "#105", "city": "RENO", "state": "NV", "zip": "89503", "phone": "7753325048"}}
As filed with the Securities and
Exchange Commission on June 26, 2000                      Registration No. 333
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933

                              PAWNBROKER.COM, INC.
             (Exact name of Registrant as specified in its charter)

            Delaware                                   33-0794473
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or organization)

                              85 Keystone, Suite F
                               Reno, Nevada 89503
                                 (775) 332-5048
                 ----------------------------------------------
                     Address of Principal Executive Offices

                  Amended and Restated (1999) Stock Option Plan
                 ----------------------------------------------
                            (Full titles of the plan)

                           Corporation Service Company
                                1013 Centre Road
                              Wilmington, DE 19805
                 ----------------------------------------------
                     (Name and address of agent for service)

                                 (302) 734-7492
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                                CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of             Amount to         Proposed Maximum Offering       Proposed Maximum Aggregate        Amount of
Securities to be Registered(1)   be Registered            Price Per Share                  Offering Price          Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to        2,976,665 shares             $6.69(1)                       $19,913,888                 $5,257
outstanding options under
the Plan

------------------------------------------------------------------------------------------------------------------------------------
Common Shares not subject to    5,023,335 shares             $4.25(2)                       $21,349,173                 $5,636
outstanding options under
the Plan

------------------------------------------------------------------------------------------------------------------------------------
Total                           8,000,000 shares                                            $40,007,228                 $10,893
------------------------------------------------------------------------------------------------------------------------------------
(1)  Based on the average exercise price of options granted under the 1999 Stock
     Option Plan  outstanding as of the date of the filing of this  registration
     statement.

(2)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low prices for the  Registrant's  common  shares on June 19,  2000,  as
     quoted on the National  Association of Securities  Dealer  Over-The-Counter
     Bulletin Board, which was US$4.25 per share.

================================================================================
This  registration  statement on Form S-8 registers  common  shares,  with a par
value of $0.0001 per share,  of  Pawnbroker.com,  Inc., a Delaware  corporation,
(the  "Registrant")  to be issued  pursuant to the exercise of options or rights
granted under the Registrant's 1999 Stock Option Plan, as amended.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a)  The  Registrant's  registration  statement  filed  pursuant to Section
          12(b) or 12(g) of the  Exchange  Act filed on Form 10 on  November  3,
          1999.

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Exchange  Act since the end of the fiscal  year  covered by the annual
          report incorporated by reference herein pursuant to (a) above.

     (c)  The  description  of  the  Registrant's  securities  contained  in the
          Registrant's   registration  statement  on  Form  10  filed  with  the
          Securities and Exchange Commission on November 3, 1999,  including any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  and prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

None.

Item 6.  Indemnification of Directors and Officers.

The Registrant's Articles of Incorporation and Bylaws require us to indemnify to
the fullest extent permitted by Delaware law, each person that we have the power
to indemnify.

Delaware law permits a corporation, under specified circumstances,  to indemnify
its  directors,  officers,  employees  or  agents  against  expenses  (including
attorney's fees), judgments,  fines and amounts paid in settlements actually and
reasonably  incurred by them in connection  with any action,  suit or proceeding
brought by third parties by reason of the fact that they were or are  directors,
officers,  employees or agents of the corporation, if such directors,  officers,
employees or agents acted in good faith and in a manner they reasonably believed
to be in or not  opposed to the best  interests  of the  corporation  and,  with
respect to any criminal  action or  proceeding,  had no reason to believe  their
conduct was unlawful. In a derivative action, that is, one by or in the right of
the  corporation,  indemnification  may be made only for  expenses  actually and
reasonably  incurred by directors,  officers,  employees or agents in connection
with the defense or settlement of an action or suit,  and only with respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the  court  in which  the  action  or suit  was  brought  shall  determine  upon
application  that the  defendant  directors,  officers,  employees or agents are
fairly and  reasonably  entitled to  indemnity  for such  expenses  despite such
adjudication of liability.

The Registrant's  Articles of Incorporation  and Bylaws also contain  provisions
stating that no director  shall be liable to us or any of our  stockholders  for
monetary damages for breach of fiduciary duty as a director, except with respect

                                      II-1
to (1) a breach of the  director's  duty of  loyalty to the  corporation  or its
stockholders,  (2)  acts  or  omissions  not in  good  faith  or  which  involve
intentional  misconduct  or a knowing  violation  of law,  (3)  liability  under
Delaware law (for unlawful payment of dividends,  or unlawful stock purchases or
redemptions)  or (4) a transaction  from which the director  derived an improper
personal benefit.  The intention of the foregoing provisions is to eliminate the
liability of our directors or our  stockholders to the fullest extent  permitted
by Delaware law

Item 7.  Exemption from Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

Exhibit
Number          Description
------          -----------
  4.1           Amended and Restated (1999) Stock Option Plan
  5.1           Opinion of Dorsey & Whitney LLP
 23.1           Consent of Davidson & Co.
 23.3           Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
 24.1           Power of Attorney (See page II-5 of this registration statement)

Item 9.  Undertakings.

     (a)  The undersigned Registrant 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 and 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
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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 (a)(1)(i) and (a)(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 with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or Section 15(d) of the 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 which remain unsold at the termination of
the offering.

                                      II-2
(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 Section 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 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.

     (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 Securities  and Exchange  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  of 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.

                                      II-3
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Reno, State of Nevada, on this 26th day of June,
2000.

                                   PAWNBROKER.COM, INC.

                                   By:  /s/ Joseph D. Schlader
                                        ---------------------------------------
                                        Joseph D. Schlader, President

                                      II-4
POWER OF ATTORNEY

     Each person whose  signature  appears below  constitutes  and appoints Neil
McElwee and Joe Schlader, or any of them, his  attorney-in-fact,  with the power
of substitution,  for them in any and all capacities,  to sign any amendments to
this  registration  statement,  and to file the same, with exhibits  thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact,  or
their substitute or substitutes, may 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/ Neil McElwee                  Chief Executive Officer         June 21, 2000
-----------------------------     and Director
Neil McElwee                      (Principal Executive Officer)

/s/ Joseph Schlader               President, Chairman of the      June 20, 2000
-----------------------------     Board, and Director
Joseph Schlader

/s/ William Galine                Director and Secretary          June 20, 2000
-----------------------------
William Galine

/s/ Greigory Park                 Chief Financial Officer         June 19, 2000
-----------------------------     (Principal Financial Officer
Greigory Park                     and Accounting Officer)

                                      II-5
EXHIBIT INDEX

Exhibit
Number         Description
------         -----------
 4.1           Amended and Restated (1999) Stock Option Plan
 5.1           Opinion of Dorsey & Whitney LLP
23.1           Consent of Davidson & Co.
23.3           Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
24.1           Power of Attorney (See page II-5 of this registration statement)