As filed with the Securities and                           Registration No. 333-
Exchange Commission on September 19, 2002
================================================================================
--------------------------------------------------------------------------------


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

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

                        MDSI MOBILE DATA SOLUTIONS INC.
             (Exact name of registrant as specified in its charter)

            Canada                                      Not Applicable
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                             10271 Shellbridge Way
                           Richmond, British Columbia,
                                 Canada V6X 2W8
               ---------------------------------------------------
               Address and zip code of Principal Executive Offices



            MDSI Mobile Data Solutions Inc. 2002 Stock Purchase Plan
                            (Full titles of the plan)

                       Evergreen Corporate Services, Inc.
                            33713 - 9th Avenue South
                       Federal Way, Washington 98003-6762
                     --------------------------------------
                     (Name and address of agent for service)

                                 (253) 874-2949
          (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, without par       100,000 shares            US$3.30 (2)                       US$330,000                US$30.36
value
 -----------------------------------------------------------------------------------------------------------------------------------
(1)  Common Shares, without par value, offered by the Registrant pursuant to the
     Plan described herein.
(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 of
     the high and low prices for the Registrant's common shares on September 16,
     2002, as quoted on the Nasdaq National Market, which was US$3.30 per share.
</TABLE>

================================================================================
--------------------------------------------------------------------------------

<PAGE>

           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  latest Annual Report on Form 10-K filed  pursuant to
     Section  13(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
     "Exchange Act"), for the Company's fiscal year ended December 31, 2001.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
     Exchange Act since the filing of the Form 10-K referred to in (a) above.

     (c) The  description  of the  Registrant's  Common  Stock  set forth in the
     Registration  Statement  on Form  8-A  filed  by the  Registrant  with  the
     Securities and Exchange Commission on November 7, 1996, under Section 12(g)
     of the  Exchange  Act,  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  By-laws of the  Registrant  provide  that,  subject to the Canada  Business
Corporation  Act (the  "CBCA"),  the  Registrant  shall  indemnify a director or
officer of the  Registrant,  a former director of officer of the Registrant or a
person who acts or acted at the Registrant's request as a director or officer of
a body  corporate of which the  Registrant is or was a shareholder  or creditor,
and his heirs and legal representatives, against all costs, charges and expenses
reasonably incurred by him in respect of certain actions or proceedings to which
he is made a party  by  reason  of his  office,  if he meets  certain  specified
standards  of  conduct  and  shall  also  indemnify  any  such  person  in  such
circumstances as the CBCA or law permits or requires.

Under the CBCA,  the  Registrant  may indemnify a present or former  director or
officer,  or an  individual  who  acts or acted at the  Company's  request  as a
director  or officer or in a similar  capacity  of another  entity,  against all
costs,  charges and  expenses,  including  an amount paid to settle an action or
satisfy  a  judgment,  reasonably  incurred  by him  in  respect  to any  civil,
criminal,  administrative,  investigative  or  other  proceeding  in  which  the
individual is involved  because of that association with the Registrant or other
entity and  provided  that the  director or officer  acted  honestly and in good
faith with a view to the best  interests of the  Registrant or other entity and,
in the  case of a  criminal  or  administrative  action  or  proceeding  that is
enforced by a monetary  penalty,  had reasonable  grounds for believing that his
conduct  was  lawful.  Such  indemnification  may be made in  connection  with a
derivative action only with court approval. A director or officer is entitled to
indemnification from the Registrant as a matter of right if he was not judged by
the court or other competent authority to have committed any fault or omitted to
do anything that the individual  ought to have done and fulfilled the conditions
set forth above.

In addition to the foregoing  statutory  provisions,  the Registrant has entered
into  employment  agreements  with certain of its directors and senior  officers
which contain  indemnification  provisions.  The  indemnification  provisions in
these  employment  agreements  are subject to the CBCA,  as amended from time to
time. They are,  however,  expanded to include costs incurred not only by reason
of being a party but also by reason of being a witness or other  participant  in
connection with a civil,  criminal or administrative claim. Also, the employment
agreements  provide  for an  additional  payment to cover the cost of any income
taxes payable by the individual or an estate as a result of



                                      II-1
<PAGE>

an indemnity  payment.  The contracts  also specify that  indemnity  will not be
denied as a result of any failure by the  executive  in his capacity as director
or officer to comply with the provisions of the CBCA or the Memorandum, Articles
or Bylaws of the Company.

The Registrant  maintains  Directors' and Officers'  Liability Insurance for its
directors.

Item 7.  Exemption from Registration Claimed.

Not Applicable

Item 8.  Exhibits.

Exhibit Number      Exhibit

  4.1(1)            The MDSI Mobile Data Solutions Inc. 2002 Stock Purchase Plan

  5.1               Opinion of Davis & Company

 23.1               Consent of Deloitte & Touche

 23.2               Consent of Davis & Company (Included in Exhibit 5.1)

 24.1               Power of Attorney (See page II-5 of this registration
                      statement)
--------------

(1)  Previously filed as an exhibit to the Registrant's Quarterly Report on Form
     10-Q for the quarter ended June 30, 2002.


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.



                                      II-2
<PAGE>

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

     (b) 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 Richmond, Province of British Columbia, on this
16th day of September, 2002.

                                   MDSI MOBILE DATA SOLUTIONS INC.



                                   By: /s/ Erik Dysthe
                                       -----------------------------------------
                                       Erik Dysthe, President and Chief
                                         Executive Officer








                                      II-4
<PAGE>

                                POWER OF ATTORNEY

     Each person whose  signature  appears below  constitutes  and appoints Erik
Dysthe and Verne D. Pecho, 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/ Erik Dysthe              President and Chief Executive    September 16, 2002
---------------------------  Officer, Chairman of the Board
Erik Dysthe                  and Director (Principal
                             Executive Officer)


/s/ Verne D. Pecho           Vice President - Finance and     September 16, 2002
---------------------------  Administration and Chief
Verne D. Pecho               Financial Officer (Principal
                             Financial and Accounting Officer)


/s/ Robert C. Harris, Jr.    Director                         September 16, 2002
---------------------------
Robert C. Harris, Jr.



                             Director                         September --, 2002
---------------------------
Terrence P. McGarty



/s/ Marc Rochefort           Director                         September 16, 2002
---------------------------
Marc Rochefort



/s/ Peter Ciceri             Director                         September 16, 2002
---------------------------
Peter Ciceri



/s/ David R. Van Valkenburg  Director (Authorized U.S.        September 16, 2002
---------------------------  Representative)
David R. Van Valkenburg




                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "mdsis8_92002.txt", "description": "MDSI S-8 (9/2002)", "secsgml_size_bytes": 16321}]
{"company-data": {"conformed-name": "MDSI MOBILE DATA SOLUTIONS INC /CAN/", "cik": "0000935497", "assigned-sic": "7372", "irs-number": "000000000", "state-of-incorporation": "A1", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99761", "film-number": "02767307"}, "business-address": {"street1": "10271 SHELLBRIDGE WAY", "street2": "STE 135", "city": "RICHMOND B C CANADA", "state": "A1", "zip": "00000", "phone": "6042709939"}, "mail-address": {"street1": "10271 SHELLBRIDGE WAY", "street2": "STE 135", "city": "RICHMOND BC CANADA V", "state": "A1", "zip": "00000"}, "former-company": {"former-conformed-name": "TELSOFT MOBILE DATA INC /CAN/", "date-changed": "19960228"}}
As filed with the Securities and                           Registration No. 333-
Exchange Commission on September 19, 2002
================================================================================
--------------------------------------------------------------------------------

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

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

                        MDSI MOBILE DATA SOLUTIONS INC.
             (Exact name of registrant as specified in its charter)

            Canada                                      Not Applicable
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                             10271 Shellbridge Way
                           Richmond, British Columbia,
                                 Canada V6X 2W8
               ---------------------------------------------------
               Address and zip code of Principal Executive Offices

            MDSI Mobile Data Solutions Inc. 2002 Stock Purchase Plan
                            (Full titles of the plan)

                       Evergreen Corporate Services, Inc.
                            33713 - 9th Avenue South
                       Federal Way, Washington 98003-6762
                     --------------------------------------
                     (Name and address of agent for service)

                                 (253) 874-2949
          (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, without par       100,000 shares            US$3.30 (2)                       US$330,000                US$30.36
value
 -----------------------------------------------------------------------------------------------------------------------------------
(1)  Common Shares, without par value, offered by the Registrant pursuant to the
     Plan described herein.
(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 of
     the high and low prices for the Registrant's common shares on September 16,
     2002, as quoted on the Nasdaq National Market, which was US$3.30 per share.
================================================================================
--------------------------------------------------------------------------------
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  latest Annual Report on Form 10-K filed  pursuant to
     Section  13(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
     "Exchange Act"), for the Company's fiscal year ended December 31, 2001.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
     Exchange Act since the filing of the Form 10-K referred to in (a) above.

     (c) The  description  of the  Registrant's  Common  Stock  set forth in the
     Registration  Statement  on Form  8-A  filed  by the  Registrant  with  the
     Securities and Exchange Commission on November 7, 1996, under Section 12(g)
     of the  Exchange  Act,  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  By-laws of the  Registrant  provide  that,  subject to the Canada  Business
Corporation  Act (the  "CBCA"),  the  Registrant  shall  indemnify a director or
officer of the  Registrant,  a former director of officer of the Registrant or a
person who acts or acted at the Registrant's request as a director or officer of
a body  corporate of which the  Registrant is or was a shareholder  or creditor,
and his heirs and legal representatives, against all costs, charges and expenses
reasonably incurred by him in respect of certain actions or proceedings to which
he is made a party  by  reason  of his  office,  if he meets  certain  specified
standards  of  conduct  and  shall  also  indemnify  any  such  person  in  such
circumstances as the CBCA or law permits or requires.

Under the CBCA,  the  Registrant  may indemnify a present or former  director or
officer,  or an  individual  who  acts or acted at the  Company's  request  as a
director  or officer or in a similar  capacity  of another  entity,  against all
costs,  charges and  expenses,  including  an amount paid to settle an action or
satisfy  a  judgment,  reasonably  incurred  by him  in  respect  to any  civil,
criminal,  administrative,  investigative  or  other  proceeding  in  which  the
individual is involved  because of that association with the Registrant or other
entity and  provided  that the  director or officer  acted  honestly and in good
faith with a view to the best  interests of the  Registrant or other entity and,
in the  case of a  criminal  or  administrative  action  or  proceeding  that is
enforced by a monetary  penalty,  had reasonable  grounds for believing that his
conduct  was  lawful.  Such  indemnification  may be made in  connection  with a
derivative action only with court approval. A director or officer is entitled to
indemnification from the Registrant as a matter of right if he was not judged by
the court or other competent authority to have committed any fault or omitted to
do anything that the individual  ought to have done and fulfilled the conditions
set forth above.

In addition to the foregoing  statutory  provisions,  the Registrant has entered
into  employment  agreements  with certain of its directors and senior  officers
which contain  indemnification  provisions.  The  indemnification  provisions in
these  employment  agreements  are subject to the CBCA,  as amended from time to
time. They are,  however,  expanded to include costs incurred not only by reason
of being a party but also by reason of being a witness or other  participant  in
connection with a civil,  criminal or administrative claim. Also, the employment
agreements  provide  for an  additional  payment to cover the cost of any income
taxes payable by the individual or an estate as a result of

                                      II-1
an indemnity  payment.  The contracts  also specify that  indemnity  will not be
denied as a result of any failure by the  executive  in his capacity as director
or officer to comply with the provisions of the CBCA or the Memorandum, Articles
or Bylaws of the Company.

The Registrant  maintains  Directors' and Officers'  Liability Insurance for its
directors.

Item 7.  Exemption from Registration Claimed.

Not Applicable

Item 8.  Exhibits.

Exhibit Number      Exhibit

  4.1(1)            The MDSI Mobile Data Solutions Inc. 2002 Stock Purchase Plan

  5.1               Opinion of Davis & Company

 23.1               Consent of Deloitte & Touche

 23.2               Consent of Davis & Company (Included in Exhibit 5.1)

 24.1               Power of Attorney (See page II-5 of this registration
                      statement)
--------------

(1)  Previously filed as an exhibit to the Registrant's Quarterly Report on Form
     10-Q for the quarter ended June 30, 2002.

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.

                                      II-2
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) 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 Richmond, Province of British Columbia, on this
16th day of September, 2002.

                                   MDSI MOBILE DATA SOLUTIONS INC.

                                   By: /s/ Erik Dysthe
                                       -----------------------------------------
                                       Erik Dysthe, President and Chief
                                         Executive Officer

                                      II-4
POWER OF ATTORNEY

     Each person whose  signature  appears below  constitutes  and appoints Erik
Dysthe and Verne D. Pecho, 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/ Erik Dysthe              President and Chief Executive    September 16, 2002
---------------------------  Officer, Chairman of the Board
Erik Dysthe                  and Director (Principal
                             Executive Officer)

/s/ Verne D. Pecho           Vice President - Finance and     September 16, 2002
---------------------------  Administration and Chief
Verne D. Pecho               Financial Officer (Principal
                             Financial and Accounting Officer)

/s/ Robert C. Harris, Jr.    Director                         September 16, 2002
---------------------------
Robert C. Harris, Jr.

                             Director                         September --, 2002
---------------------------
Terrence P. McGarty

/s/ Marc Rochefort           Director                         September 16, 2002
---------------------------
Marc Rochefort

/s/ Peter Ciceri             Director                         September 16, 2002
---------------------------
Peter Ciceri

/s/ David R. Van Valkenburg  Director (Authorized U.S.        September 16, 2002
---------------------------  Representative)
David R. Van Valkenburg

                                      II-5