As filed with the Securities and Exchange
                       Commission on November 14, 2000.

                 REGISTRATION STATEMENT NO. 333-_______________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             RAINWIRE PARTNERS, INC.
             (Exact name of Registrant as specified in its Charter)

           DELAWARE                                      57-0941152
 (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                     Identification No.)

                                695 Pylant Street
                                Atlanta, GA 30306
           (Address of Principal Executive Office, including Zip Code)

                             RAINWIRE PARTNERS, INC.
                              CONSULTING AGREEMENT
                            (Full Title of the Plans)

               Bryan Johns, President and Chief Executive Officer
                             Rainwire Partners, Inc.
                                695 Pylant Street
                                Atlanta, GA 30306
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

                            Robert E. Altenbach, Esq.
                                   Kutak Rock
                                   Suite 2100
                              225 Peachtree St., NE
                             Atlanta, Georgia 30303
                                 (404) 222-4600

                        CALCULATION OF REGISTRATION FEE

                              Proposed maximum  Proposed maximum
    Title of                      offering          aggregate
 securities to   Amount to be      price            offering       Amount of
 be registered   registered       per unit           price      registration fee
--------------------------------------------------------------------------------
Common Stock,
 $.001 par        480,000       $[ .0531 ]     $[ 254,880.00 ]    $[ 67.29 ]
   value
--------------------------------------------------------------------------------


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to participating  employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
and the documents incorporated by reference herein pursuant to Item 3 of Part II
hereof,  taken together,  constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed by Rainwire  Partners,  Inc. (the "Company")
with the Securities and Exchange  Commission (the "Commission")  pursuant to the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  are hereby
incorporated by reference into this Registration Statement:

     (a)  The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 1999,  filed with the  Commission on April 10, 2000 (File
          No. 000-23892);

     (b)  The  Company's  Quarterly  Report on Form 10-QSB for the quarter ended
          March 31, 2000, filed with the Commission on May 15, 2000;

     (c)  The Company's  Quarterly Report on Form 10-QSB/A for the quarter ended
          June 30, 2000, filed with the Commission on August 31, 2000;

     (d)  The  Company's  Current  Report on Form 8-K dated August 4, 2000 filed
          with the Commission on August 4, 2000;

     (e)  The Company's  Current Report on Form 8-K/A dated  September 22, 2000,
          filed with the Commission on September 22, 2000.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a  post-effective
amendment  which  indicates that all securities  registered  hereunder have been
issued or which deregisters all securities offered then remaining unsold,  shall
be deemed  incorporated by reference in this Registration  Statement and to be a
part hereof from the date of filing of such documents. Any statement,  including
financial  statements,  contained  in a  document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superceded
for the purposes of this  Registration  Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts or Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

     The Company's Amended and Restated  Certificate of Incorporation limits the
liability of Directors to the maximum extent permitted by Delaware law. Delaware
law  provides  that a  corporation's  articles  of  incorporation  may contain a
provision  eliminating  or limiting  the personal  liability  of  directors  for
monetary damages for breach of their fiduciary  duties as Directors,  except for
liability:  (i) for any breach of their  duty of  loyalty to the  company or its
shareholders;  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct  or a  knowing  violation  of law;  (iii)  for  unlawful
payments of dividends or unlawful  stock  repurchases or redemptions as provided
in  Section  174  of the  Delaware  General  Corporate  Law;  or  (iv)  for  any
transaction from which the director derived an improper personal benefit.

     The Company's  Amended and Restated  Certificate of Incorporation  provides
that the Corporation  shall, to the fullest extent  permitted by the laws of the
State of  Delaware,  including,  but not  limited to Section  145 of the General
Corporation  Law of the  State  of  Delaware,  as the same  may be  amended  and
supplemented,  indemnify  any and  all  persons  whom it  shall  have  power  to
indemnify  under said Section or otherwise  under  Delaware law from and against
any and all of the expenses, liabilities or other matters referred to or covered
by said Section.

     The Company's  Amended and Restated  Bylaws  provide that the Company shall
indemnify its  Directors,  Officers,  employees and agents to the fullest extent
permitted by law. The Company believes that  indemnification  under its Restated
Bylaws  covers  at  least  negligence  and  gross  negligence  on  the  part  of
indemnified parties.

     The  Amended  and  Restated  Bylaws  provide  that  expenses  incurred by a
Director or Officer of the Company in  defending an action,  suit or  proceeding
may be paid by the Company in advance of final disposition of such action,  suit
or proceeding  upon receipt by the Company of an  undertaking by or on behalf of
the  Director  or Officer  to repay all such  amount if it shall  ultimately  be
determined  that he is not entitled to be indemnified  by the Company.  Expenses
incurred by an employee or agent of the Company who is not a Director or Officer
in defending such action, suit or proceeding may be so paid by the Company upon,
such terms and conditions, if any, as the Board of Directors deems appropriate.

     Insofar as indemnification for liabilities arising under the Securities Act
may be  permitted  to  Directors,  Officers or persons  controlling  the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

     With  respect to the 480,000  shares of Common Stock  originally  issued to
Ronald A. Potts ("Consultant"),  pursuant to the Consulting Agreement,  dated as
of November 10, 2000, said shares were distributed to the Consultant in reliance
upon  exemption from  registration  under the Securities Act pursuant to Section
4(2)  thereof.  The  above-described  transaction  did not  involve  any  public
offering.

Item 8. Consultants and Advisors.

     Pursuant to the  Consulting  Agreement  with Rainwire  Partners,  Inc., the
Consultant  has  received as  compensation  480,000  shares of stock in Rainwire
Partners, Inc. Pursuant to this Registration Statement, 480,000 shares are being
registered for sale hereunder.

     The  Consultant  has been hired to provide the following  services to or on
behalf of Rainwire Partners, Inc.:

     o    Locating, negotiating and arranging a bank loan or credit line for the
          Company;

     o    Locating additional directors and officers for the Company;

     o    Identification of potential  acquisition  targets and potential merger
          partners that would further the business interests of Company; and

     o    Consultation  with and advice to the  directors  and  officers  of the
          Company.

Item 9. Exhibits.

4.1  Consulting Agreement for Ronald A. Potts

5.1  Opinion of Kutak Rock LLP

23.1 Consent of Welch, Roberts & Amburn, LLP

Item 10. Undertakings.

     The Company hereby undertakes that it will:

     (a)  File,  during  any  period in which it offers or sells  securities,  a
          post-effective amendment to this registration statement to:

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

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

          (iii)Include any  additional or changed  material  information  on the
               plan of distribution;

     provided,  however,  that the  undertakings  set forth in paragraph (i) and
(ii)  above  do not  apply  if the  information  required  to be  included  in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished  to the  Commission  by the Company  pursuant to Section
13(a) or 15(b) of the  Exchange Act that are  incorporated  by reference in this
Registration Statement;

     (b)  For  determining  liability  under the Securities Act, treat each such
          post-effective  amendment  as a  new  registration  statement  of  the
          securities offered, and the offering of the securities at that time to
          be the initial bona fide offering;

     (c)  File a post-effective amendment to remove from registration any of the
          securities that remain unsold at the end of the offering.

     The  Company  hereby  undertakes  that,  for  purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  Annual Report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is  incorporated  by
reference in 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.

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



<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 Atlanta, State of Georgia, on November 10, 2000.

                                      RAINWIRE PARTNERS, INC.
                                      /s/  Bryan M. Johns
                                           --------------
                                           Bryan M. Johns
                                           President and Chief Executive Officer


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


NAME                            TITLE                              DATE

/s/ Bryan M. Johns
------------------
    Bryan M. Johns            Director, President and          November 10, 2000
                              Chief Executive Officer

/s/ Lynne Marchessault
----------------------
    Lynne Marchessault        Director                         November 10, 2000


/s/ W.H. Elliott, III
---------------------
    W.H. Elliott, III         Director, Vice President of      November 10, 2000
                              Business Operations
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15125}]
{"company-data": {"conformed-name": "RAINWIRE PARTNERS INC /DE/", "cik": "0000917253", "assigned-sic": "3823", "irs-number": "570941152", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49914", "film-number": "767178"}, "business-address": {"street1": "9229 UNIVERSITY BLVD", "street2": "STE 201", "city": "CHARLESTON", "state": "SC", "zip": "29406", "phone": "8435539456"}, "mail-address": {"street1": "9229 UNIVERSITY BLVD", "street2": "STE 201", "city": "CHARLESTON", "state": "SC", "zip": "29406"}, "former-company": {"former-conformed-name": "ENVIROMETRICS INC /DE/", "date-changed": "19940107"}}
As filed with the Securities and Exchange
                       Commission on November 14, 2000.

                 REGISTRATION STATEMENT NO. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             RAINWIRE PARTNERS, INC.
             (Exact name of Registrant as specified in its Charter)

           DELAWARE                                      57-0941152
 (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                     Identification No.)

                                695 Pylant Street
                                Atlanta, GA 30306
           (Address of Principal Executive Office, including Zip Code)

                             RAINWIRE PARTNERS, INC.
                              CONSULTING AGREEMENT
                            (Full Title of the Plans)

               Bryan Johns, President and Chief Executive Officer
                             Rainwire Partners, Inc.
                                695 Pylant Street
                                Atlanta, GA 30306
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

                            Robert E. Altenbach, Esq.
                                   Kutak Rock
                                   Suite 2100
                              225 Peachtree St., NE
                             Atlanta, Georgia 30303
                                 (404) 222-4600

                        CALCULATION OF REGISTRATION FEE

                              Proposed maximum  Proposed maximum
    Title of                      offering          aggregate
 securities to   Amount to be      price            offering       Amount of
 be registered   registered       per unit           price      registration fee
--------------------------------------------------------------------------------
Common Stock,
 $.001 par        480,000       $[ .0531 ]     $[ 254,880.00 ]    $[ 67.29 ]
   value
--------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to participating  employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
and the documents incorporated by reference herein pursuant to Item 3 of Part II
hereof,  taken together,  constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed by Rainwire  Partners,  Inc. (the "Company")
with the Securities and Exchange  Commission (the "Commission")  pursuant to the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  are hereby
incorporated by reference into this Registration Statement:

     (a)  The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 1999,  filed with the  Commission on April 10, 2000 (File
          No. 000-23892);

     (b)  The  Company's  Quarterly  Report on Form 10-QSB for the quarter ended
          March 31, 2000, filed with the Commission on May 15, 2000;

     (c)  The Company's  Quarterly Report on Form 10-QSB/A for the quarter ended
          June 30, 2000, filed with the Commission on August 31, 2000;

     (d)  The  Company's  Current  Report on Form 8-K dated August 4, 2000 filed
          with the Commission on August 4, 2000;

     (e)  The Company's  Current Report on Form 8-K/A dated  September 22, 2000,
          filed with the Commission on September 22, 2000.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a  post-effective
amendment  which  indicates that all securities  registered  hereunder have been
issued or which deregisters all securities offered then remaining unsold,  shall
be deemed  incorporated by reference in this Registration  Statement and to be a
part hereof from the date of filing of such documents. Any statement,  including
financial  statements,  contained  in a  document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superceded
for the purposes of this  Registration  Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts or Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

     The Company's Amended and Restated  Certificate of Incorporation limits the
liability of Directors to the maximum extent permitted by Delaware law. Delaware
law  provides  that a  corporation's  articles  of  incorporation  may contain a
provision  eliminating  or limiting  the personal  liability  of  directors  for
monetary damages for breach of their fiduciary  duties as Directors,  except for
liability:  (i) for any breach of their  duty of  loyalty to the  company or its
shareholders;  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct  or a  knowing  violation  of law;  (iii)  for  unlawful
payments of dividends or unlawful  stock  repurchases or redemptions as provided
in  Section  174  of the  Delaware  General  Corporate  Law;  or  (iv)  for  any
transaction from which the director derived an improper personal benefit.

     The Company's  Amended and Restated  Certificate of Incorporation  provides
that the Corporation  shall, to the fullest extent  permitted by the laws of the
State of  Delaware,  including,  but not  limited to Section  145 of the General
Corporation  Law of the  State  of  Delaware,  as the same  may be  amended  and
supplemented,  indemnify  any and  all  persons  whom it  shall  have  power  to
indemnify  under said Section or otherwise  under  Delaware law from and against
any and all of the expenses, liabilities or other matters referred to or covered
by said Section.

     The Company's  Amended and Restated  Bylaws  provide that the Company shall
indemnify its  Directors,  Officers,  employees and agents to the fullest extent
permitted by law. The Company believes that  indemnification  under its Restated
Bylaws  covers  at  least  negligence  and  gross  negligence  on  the  part  of
indemnified parties.

     The  Amended  and  Restated  Bylaws  provide  that  expenses  incurred by a
Director or Officer of the Company in  defending an action,  suit or  proceeding
may be paid by the Company in advance of final disposition of such action,  suit
or proceeding  upon receipt by the Company of an  undertaking by or on behalf of
the  Director  or Officer  to repay all such  amount if it shall  ultimately  be
determined  that he is not entitled to be indemnified  by the Company.  Expenses
incurred by an employee or agent of the Company who is not a Director or Officer
in defending such action, suit or proceeding may be so paid by the Company upon,
such terms and conditions, if any, as the Board of Directors deems appropriate.

     Insofar as indemnification for liabilities arising under the Securities Act
may be  permitted  to  Directors,  Officers or persons  controlling  the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

     With  respect to the 480,000  shares of Common Stock  originally  issued to
Ronald A. Potts ("Consultant"),  pursuant to the Consulting Agreement,  dated as
of November 10, 2000, said shares were distributed to the Consultant in reliance
upon  exemption from  registration  under the Securities Act pursuant to Section
4(2)  thereof.  The  above-described  transaction  did not  involve  any  public
offering.

Item 8. Consultants and Advisors.

     Pursuant to the  Consulting  Agreement  with Rainwire  Partners,  Inc., the
Consultant  has  received as  compensation  480,000  shares of stock in Rainwire
Partners, Inc. Pursuant to this Registration Statement, 480,000 shares are being
registered for sale hereunder.

     The  Consultant  has been hired to provide the following  services to or on
behalf of Rainwire Partners, Inc.:

     o    Locating, negotiating and arranging a bank loan or credit line for the
          Company;

     o    Locating additional directors and officers for the Company;

     o    Identification of potential  acquisition  targets and potential merger
          partners that would further the business interests of Company; and

     o    Consultation  with and advice to the  directors  and  officers  of the
          Company.

Item 9. Exhibits.

4.1  Consulting Agreement for Ronald A. Potts

5.1  Opinion of Kutak Rock LLP

23.1 Consent of Welch, Roberts & Amburn, LLP

Item 10. Undertakings.

     The Company hereby undertakes that it will:

     (a)  File,  during  any  period in which it offers or sells  securities,  a
          post-effective amendment to this registration statement to:

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

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

          (iii)Include any  additional or changed  material  information  on the
               plan of distribution;

     provided,  however,  that the  undertakings  set forth in paragraph (i) and
(ii)  above  do not  apply  if the  information  required  to be  included  in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished  to the  Commission  by the Company  pursuant to Section
13(a) or 15(b) of the  Exchange Act that are  incorporated  by reference in this
Registration Statement;

     (b)  For  determining  liability  under the Securities Act, treat each such
          post-effective  amendment  as a  new  registration  statement  of  the
          securities offered, and the offering of the securities at that time to
          be the initial bona fide offering;

     (c)  File a post-effective amendment to remove from registration any of the
          securities that remain unsold at the end of the offering.

     The  Company  hereby  undertakes  that,  for  purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  Annual Report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is  incorporated  by
reference in 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.

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

     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 Atlanta, State of Georgia, on November 10, 2000.

                                      RAINWIRE PARTNERS, INC.
                                      /s/  Bryan M. Johns
                                           --------------
                                           Bryan M. Johns
                                           President and Chief Executive Officer

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

NAME                            TITLE                              DATE

/s/ Bryan M. Johns
------------------
    Bryan M. Johns            Director, President and          November 10, 2000
                              Chief Executive Officer

/s/ Lynne Marchessault
----------------------
    Lynne Marchessault        Director                         November 10, 2000

/s/ W.H. Elliott, III
---------------------
    W.H. Elliott, III         Director, Vice President of      November 10, 2000
                              Business Operations