As filed with the Securities and Exchange                  Registration No. 333-
  Commission on May 13, 2002
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

        Washington                                      91-1809146
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)


                       95 South Jackson Street, Suite 300
                            Seattle, Washington 98104
              ----------------------------------------------------
                     Address of Principal Executive Offices


                                 (206) 441-9100
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                 2001 Stock Plan
                            (Full Title of the Plan)

                                 David H. Davis
                                  Aptimus, Inc.
                       95 South Jackson Street, Suite 300
                            Seattle, Washington 98104
              ----------------------------------------------------
                         (Name and Address of Agent For Service)


                                     (206) 441-9100
              ------------------------------------------------------------
             (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
=======================================================================================================================
                                                         Proposed Maximum      Proposed Maximum
   Title of Each Class of              Amount to        Offering Price Per    Aggregate Offering         Amount of
Securities to be Registered(1)       be Registered             Share                Price             Registration Fee
-----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                      <C>                  <C>                     <C>
Common Shares reserved for          2,365,000 shares         $1.68(2)            $3,973,200              $365.60
issuance pursuant to the 2001
Stock Plan
-----------------------------------------------------------------------------------------------------------------------
(1)  Common Shares,  without par value,  offered by the Company  pursuant to the
     2001 Stock Plan.
(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 shares of the Registrant's common shares on May
     9, 2002,  as quoted by the  Nasdaq  National  Market,  which was $1.68  per
     share.
</TABLE>



================================================================================

<PAGE>

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents,  which have been filed with the  Securities  and
Exchange Commission (the "Commission"), are incorporated herein by reference:

     1.   The  Registrant's  annual  report  on Form  10-K  for the  year  ended
          December 31, 2001.

     2.   All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Exchange Act since the end of the Registrant's  fiscal year covered by
          the  Registrant's  annual  report  incorporated  by  reference  herein
          pursuant to 1. above.

     3.   The  description  of  the  Registrant's  securities  contained  in the
          Registrant's  registration  statement  on  Form  8-A  filed  with  the
          Commission on August 16, 1999 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.

     Sections   23B.08.500  through   23B.08.600  of  the  Washington   Business
Corporation  Act  (the  "Washington  Act")  authorize  a court  to  award,  or a
corporation's  board of directors  to grant,  indemnification  to directors  and
officers on terms  sufficiently  broad to permit  indemnification  under certain
circumstances  for  liabilities  arising  under the  Securities  Act of 1933, as
amended (the "Securities Act"). Article 6 of the Registrant's Second Amended and
Restated  Articles of Incorporation  and Article IX of the Registrant's  Amended
and Restated Bylaws together  provide for  indemnification  of the  Registrant's
directors,  officers,  employees and agents to the maximum  extent  permitted by
Washington  law. The Registrant has entered into  agreements  with its directors
and  officers  arising  out of  their  service  as  officers  and  director,  as
applicable,  and has  agreed to advance  expenses  to defend  claims  subject to
indemnification.  The  directors  and  officers  of the  Registrant  also may be
indemnified  against  liability  they may incur  for  serving  in that  capacity
pursuant to a liability  insurance policy  maintained by the Registrant for such
purpose.

     Section  23B.08.320 of the Washington Act authorizes a corporation to limit
a  director's  liability to the  corporation  or its  shareholders  for monetary
damages for acts or  omissions  as a director,  except in certain  circumstances
involving  intentional  misconduct,  self-dealing or illegal  corporate loans or
distributions,  or any transaction from which the director personally receives a
benefit in money,  property  or  services  to which the  director is not legally
entitled.  Article 6 of the Registrant's Second Amended and Restated Articles of
Incorporation contains provisions implementing,  to the fullest extent permitted
by Washington law, such limitations on a director's  liability to the Registrant
and its shareholders.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for directors,  officers or persons  controlling the Registrant
pursuant to the foregoing  provisions,  the registrant 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.



                                      II-1
<PAGE>

Item 7.  Exemption from Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

Exhibit Number    Exhibit
--------------    -------
    4.1*          2001 Stock Plan
    5.1           Opinion of Dorsey & Whitney LLP
   23.1           Consent of Moss Adams LLP, independent accountants
   23.2           Consent of PricewaterhouseCoopers LLP, independent accountants
   23.3           Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
   24.1           Powers of Attorney (included on the signature pages)
----------------

*    Previously filed with the Registrant's  Quarterly Report on Form 10-Q dated
     November 14, 2001.


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 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
change in volume and price  represents  no more than a 20 percent  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  Securities  Exchange
Act of 1934 (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.

     (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



                                      II-2
<PAGE>

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.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  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  or  amendment  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in San Francisco, California, on May 1,
2002.

                                        APTIMUS, INC.
                                        (Registrant)


                                        By: /s/ Timothy C. Choate
                                            ------------------------------------
                                            Timothy C. Choate
                                            Chairman, President and
                                              Chief Executive Officer










                                      II-4
<PAGE>


                               POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Timothy C. Choate and John A. Wade, and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  registration
statement,  and to file the same, with all exhibits  thereto and other documents
in   connection   therewith,   with   the   Commission,   granting   unto   said
attorneys-in-fact  and agents and each of them,  full power and  authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could do in person,  hereby ratifying and confirming all said  attorneys-in-fact
and agents of them or their substitute or substitutes,  may lawfully do or cause
to be done by virtue thereof.

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

Signature                     Title                                 Date
---------                     -----                                 ----

                              Chairman, President and Chief         May 1, 2002
/s/ Timothy C. Choate         Executive Officer
-------------------------
Timothy C. Choate

                              Sr. Vice President, Finance and       May 1, 2002
/s/ John A. Wade              Chief Financial Officer
-------------------------
John A. Wade


/s/ William H. Fritsch        Director                              May 1, 2002
-------------------------
William H. Fritsch


/s/ Robert W. Wrubel          Director                              May 1, 2002
-------------------------
Robert W. Wrubel


/s/ George C. Gallagher       Director                              May 1, 2002
-------------------------
George C. Gallagher


/s/ John B. Balousek          Director                              May 1, 2002
-------------------------
John B. Balousek



                                      II-5

<PAGE>

                                  EXHIBIT INDEX

Exhibit Number          Exhibit
--------------          -------
    4.1*                2001 Stock Plan

    5.1                 Opinion of Dorsey & Whitney LLP

   23.1                 Consent of Moss Adams LLP, independent accountants

   23.2                 Consent of PricewaterhouseCoopers LLP,
                          independent accountants

   23.3                 Consent of Dorsey & Whitney LLP
                          (Included in Exhibit 5.1)

   24.1                 Powers of Attorney (included on the signature pages)
----------------

*    Previously filed with the Registrant's  Quarterly Report on Form 10-Q dated
     November 14, 2001.
[{"type": "S-8", "sequence": "1", "filename": "aptimuss8_may2002.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16608}]
{"company-data": {"conformed-name": "APTIMUS INC", "cik": "0001087277", "assigned-sic": "7389", "irs-number": "911809146", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88074", "film-number": "02642530"}, "business-address": {"street1": "95 S JACKSON", "street2": "STE 300", "city": "SEATTLE", "state": "WA", "zip": "98104", "phone": "2064419100"}, "mail-address": {"street1": "95 SOUTH JACKSON", "street2": "STE 300", "city": "SEATTLE", "state": "WA", "zip": "98104"}, "former-company": {"former-conformed-name": "FREESHOP COM INC", "date-changed": "19990525"}}
As filed with the Securities and Exchange                  Registration No. 333-
  Commission on May 13, 2002
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

        Washington                                      91-1809146
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

                       95 South Jackson Street, Suite 300
                            Seattle, Washington 98104
              ----------------------------------------------------
                     Address of Principal Executive Offices

                                 (206) 441-9100
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                 2001 Stock Plan
                            (Full Title of the Plan)

                                 David H. Davis
                                  Aptimus, Inc.
                       95 South Jackson Street, Suite 300
                            Seattle, Washington 98104
              ----------------------------------------------------
                         (Name and Address of Agent For Service)

                                     (206) 441-9100
              ------------------------------------------------------------
             (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

=======================================================================================================================
                                                         Proposed Maximum      Proposed Maximum
   Title of Each Class of              Amount to        Offering Price Per    Aggregate Offering         Amount of
Securities to be Registered(1)       be Registered             Share                Price             Registration Fee
-----------------------------------------------------------------------------------------------------------------------
Common Shares reserved for          2,365,000 shares         $1.68(2)            $3,973,200              $365.60
issuance pursuant to the 2001
Stock Plan
-----------------------------------------------------------------------------------------------------------------------
(1)  Common Shares,  without par value,  offered by the Company  pursuant to the
     2001 Stock Plan.
(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 shares of the Registrant's common shares on May
     9, 2002,  as quoted by the  Nasdaq  National  Market,  which was $1.68  per
     share.
================================================================================
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents,  which have been filed with the  Securities  and
Exchange Commission (the "Commission"), are incorporated herein by reference:

     1.   The  Registrant's  annual  report  on Form  10-K  for the  year  ended
          December 31, 2001.

     2.   All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Exchange Act since the end of the Registrant's  fiscal year covered by
          the  Registrant's  annual  report  incorporated  by  reference  herein
          pursuant to 1. above.

     3.   The  description  of  the  Registrant's  securities  contained  in the
          Registrant's  registration  statement  on  Form  8-A  filed  with  the
          Commission on August 16, 1999 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.

     Sections   23B.08.500  through   23B.08.600  of  the  Washington   Business
Corporation  Act  (the  "Washington  Act")  authorize  a court  to  award,  or a
corporation's  board of directors  to grant,  indemnification  to directors  and
officers on terms  sufficiently  broad to permit  indemnification  under certain
circumstances  for  liabilities  arising  under the  Securities  Act of 1933, as
amended (the "Securities Act"). Article 6 of the Registrant's Second Amended and
Restated  Articles of Incorporation  and Article IX of the Registrant's  Amended
and Restated Bylaws together  provide for  indemnification  of the  Registrant's
directors,  officers,  employees and agents to the maximum  extent  permitted by
Washington  law. The Registrant has entered into  agreements  with its directors
and  officers  arising  out of  their  service  as  officers  and  director,  as
applicable,  and has  agreed to advance  expenses  to defend  claims  subject to
indemnification.  The  directors  and  officers  of the  Registrant  also may be
indemnified  against  liability  they may incur  for  serving  in that  capacity
pursuant to a liability  insurance policy  maintained by the Registrant for such
purpose.

     Section  23B.08.320 of the Washington Act authorizes a corporation to limit
a  director's  liability to the  corporation  or its  shareholders  for monetary
damages for acts or  omissions  as a director,  except in certain  circumstances
involving  intentional  misconduct,  self-dealing or illegal  corporate loans or
distributions,  or any transaction from which the director personally receives a
benefit in money,  property  or  services  to which the  director is not legally
entitled.  Article 6 of the Registrant's Second Amended and Restated Articles of
Incorporation contains provisions implementing,  to the fullest extent permitted
by Washington law, such limitations on a director's  liability to the Registrant
and its shareholders.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for directors,  officers or persons  controlling the Registrant
pursuant to the foregoing  provisions,  the registrant 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.

                                      II-1
Item 7.  Exemption from Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

Exhibit Number    Exhibit
--------------    -------
    4.1*          2001 Stock Plan
    5.1           Opinion of Dorsey & Whitney LLP
   23.1           Consent of Moss Adams LLP, independent accountants
   23.2           Consent of PricewaterhouseCoopers LLP, independent accountants
   23.3           Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
   24.1           Powers of Attorney (included on the signature pages)
----------------

*    Previously filed with the Registrant's  Quarterly Report on Form 10-Q dated
     November 14, 2001.

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 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
change in volume and price  represents  no more than a 20 percent  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  Securities  Exchange
Act of 1934 (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.

     (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

                                      II-2
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.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  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  or  amendment  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in San Francisco, California, on May 1,
2002.

                                        APTIMUS, INC.
                                        (Registrant)

                                        By: /s/ Timothy C. Choate
                                            ------------------------------------
                                            Timothy C. Choate
                                            Chairman, President and
                                              Chief Executive Officer

                                      II-4
POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Timothy C. Choate and John A. Wade, and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  registration
statement,  and to file the same, with all exhibits  thereto and other documents
in   connection   therewith,   with   the   Commission,   granting   unto   said
attorneys-in-fact  and agents and each of them,  full power and  authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could do in person,  hereby ratifying and confirming all said  attorneys-in-fact
and agents of them or their substitute or substitutes,  may lawfully do or cause
to be done by virtue thereof.

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

Signature                     Title                                 Date
---------                     -----                                 ----

                              Chairman, President and Chief         May 1, 2002
/s/ Timothy C. Choate         Executive Officer
-------------------------
Timothy C. Choate

                              Sr. Vice President, Finance and       May 1, 2002
/s/ John A. Wade              Chief Financial Officer
-------------------------
John A. Wade

/s/ William H. Fritsch        Director                              May 1, 2002
-------------------------
William H. Fritsch

/s/ Robert W. Wrubel          Director                              May 1, 2002
-------------------------
Robert W. Wrubel

/s/ George C. Gallagher       Director                              May 1, 2002
-------------------------
George C. Gallagher

/s/ John B. Balousek          Director                              May 1, 2002
-------------------------
John B. Balousek

                                      II-5
EXHIBIT INDEX

Exhibit Number          Exhibit
--------------          -------
    4.1*                2001 Stock Plan

    5.1                 Opinion of Dorsey & Whitney LLP

   23.1                 Consent of Moss Adams LLP, independent accountants

   23.2                 Consent of PricewaterhouseCoopers LLP,
                          independent accountants

   23.3                 Consent of Dorsey & Whitney LLP
                          (Included in Exhibit 5.1)

   24.1                 Powers of Attorney (included on the signature pages)
----------------

*    Previously filed with the Registrant's  Quarterly Report on Form 10-Q dated
     November 14, 2001.