<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

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

                             APEX PC SOLUTIONS, INC.
             (Exact name of Registrant as specified in its charter)

            WASHINGTON                           91-1577634
  (State or other jurisdiction of    (I.R.S. Employer Identification No.)
  incorporation or organization)
                                                    
                             ----------------------

                            20031 142ND AVENUE, N.E.
                         WOODINVILLE, WASHINGTON  98072
          (Address of principal executive offices, including zip code)
                                                    
                             ----------------------

                             APEX PC SOLUTIONS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                                                    
                             ----------------------

                                 KEVIN J. HAFER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            20031 142ND AVENUE, N.E.
                         WOODINVILLE, WASHINGTON  98072
                                 (206) 402-9393
(Name, address and telephone number, including area code, of agent for service)

                             ----------------------
                                             
                                  Copies to:
                            SAMUEL F. SARACINO, ESQ.
                             KAREN A. ANDERSEN, ESQ.
                           DAVIS WRIGHT TREMAINE LLP
                              2600 CENTURY SQUARE
                              1501 FOURTH AVENUE
                           SEATTLE, WA  98101-1688
                                (206) 622-3150

                             ----------------------
                                             
                         CALCULATION OF REGISTRATION FEE  

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
                                                                                                AMOUNT
     TITLE OF                        AMOUNT      PROPOSED MAXIMUM   PROPOSED MAXIMUM              OF
  SECURITIES TO                      TO BE        OFFERING PRICE        AGGREGATE             REGISTRATION
  BE REGISTERED                    REGISTERED     PER SHARE (1)     OFFERING PRICE (1)            FEE
-----------------------------------------------------------------------------------------------------------
<S>                                <C>           <C>                <C>                       <C>
Common Stock, no par value         250,000 (2)         $9.38            $2,345,000             $710.61
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated pursuant to Rule 457 of the Securities Act of 1933, as amended 
     (the "Securities  Act"), solely for the purpose of calculating the 
     registration fee.  The price per share is estimated to be $9.38 based on 
     the average of the high ($9.63) and low ($9.13) sales prices for the 
     Common Stock on March 21, 1997, as reported on the Nasdaq National Market 
     System.

(2)  Together with an indeterminate number of additional shares of Common 
     Stock which may be necessary to adjust the number of shares reserved for 
     issuance pursuant to the Apex PC Solutions, Inc. Employee Stock Purchase 
     Plan as the result of any future stock split, stock dividend or similar 
     adjustment of the outstanding Common Stock of the Registrant. 


<PAGE>


                                 PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents are hereby incorporated by reference in this
Registration Statement:

     (a)  The Registrant's final prospectus filed with the Securities 
and Exchange Commission (the "Commission") pursuant to Rule 424(b) of 
the Securities Act in connection with the filing of the Registrant's effective 
registration statement on Form SB-2 (File No. 333-17753), filed with the 
Commission pursuant to the Securities Act, containing audited financial 
statements for the Registrant's latest fiscal year;

     (b)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the fiscal year covered by the registrant document referred to in (a) above;

     (c)  The description of the Registrant's Common Stock which is contained in
the registration statement on Form SB-2 referred to in (a) above; and

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment hereto which indicates that the securities offered
hereby have been sold or which deregisters the securities covered hereby 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.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 23B.08.320 of the Washington Business Corporation Act provides that
a corporation's articles of incorporation may contain provisions that provide
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act.  The
Registrant's Amended and Restated Articles of Incorporation (Exhibit 4.1 hereto)
limit the liability of its directors for monetary damages arising from their
conduct as directors, except for liability relating to acts or omissions that
involve intentional misconduct, a knowing violation of law or the authorization
of unlawful distributions, and liability relating to transactions in which the
directors derive a personal benefit to which they are not legally entitled. 
Such limitation does not affect the availability of equitable remedies.  The
Registrant's Amended and Restated Articles of Incorporation also provide that
the Registrant will indemnify its directors and officers to the fullest extent
permitted by Washington law.  In particular, each officer and director of the
Registrant is entitled to indemnification against all liability, loss and
expense reasonably incurred by such officer or director in connection with any
civil, criminal, administrative or investigative proceeding in which he or she
is involved (whether in his or her official capacity or otherwise) by reason of
the fact that he or she is or was serving as an officer or director of the
Registrant.  Washington law currently provides that a corporation may indemnify
an officer or director against liability if the individual acted in good faith
and, in 


                                     2
<PAGE>


the case of a noncriminal proceeding, if he or she reasonably believed they 
were acting in the best interests of the corporation, or, in the case of a 
criminal proceeding, if he or she had no reasonable cause to believe their 
conduct was unlawful.  In the case of a proceeding against an officer or 
director brought by or on behalf of the corporation, Washington law does not 
permit a corporation to indemnify an officer or director if he or she is 
found liable in such proceeding.  In all other proceedings, indemnification 
is not permitted where the officer or director is found liable on the basis 
that he or she improperly received a personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER         DESCRIPTION
--------       -----------
  4.1          Amended and Restated Articles of Incorporation (filed as 
               Exhibit 3.1 to Amendment No. 4 to the Registrant's Form SB-2
               Registration Statement No. 333-17753 filed on February 14, 1997
               and incorporated herein by reference)

  4.2          Amended and Restated Bylaws

  4.3          Apex PC Solutions, Inc. Employee Stock Purchase Plan

  5.1          Opinion of Davis Wright Tremaine LLP regarding legality of
               the Common Stock being registered

 23.1          Consent of Coopers & Lybrand L.L.P.

 23.2          Consent of Davis Wright Tremaine LLP (included in opinion
               filed as Exhibit 5.1)

 24.1          Power of Attorney (see signature page)

ITEM 9.  UNDERTAKINGS.

(A)  The undersigned Registrant hereby undertakes to do the following:

     (1)  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; and  

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

     (2)  For determining liability under the Securities Act, treat each 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 thereof.

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


                                     3
<PAGE>

(B)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 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 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.


                                     4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Woodinville, State of Washington, on March 25,
1997.

                              APEX PC SOLUTIONS, INC.

                              /s/ Kevin J. Hafer
                              -------------------------------------
                              Kevin J. Hafer
                              President and Chief Executive Officer


                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Kevin J.
Hafer and Douglas A. Bevis, jointly and severally, as attorney-in-fact, each
with full power of substitution, for such person and 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
each of said attorneys-in-fact, or his 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/ Kevin J. Hafer       President, Chief Executive             March 25, 1997
-----------------------  Officer and Director                   
 Kevin J. Hafer          (Principal Executive Officer)





/s/ Douglas A. Bevis     Vice President and Chief               March 25, 1997
-----------------------  Financial Officer (Principal           
 Douglas A. Bevis        Financial and Accounting Officer)

/s/ Jeffrey T. Chambers  Director                               March 25, 1997
-----------------------
Jeffrey T. Chambers 


/s/ Sterling Crum        Director                               March 25, 1997
-----------------------
Sterling Crum


/s/ Edwin L. Harper      Director                               March 25, 1997
-----------------------
Edwin L. Harper


/s/ William McAleer      Director                               March 25, 1997
-----------------------
William McAleer  


                                     5
<PAGE>


                                INDEX TO EXHIBITS

EXHIBIT                                                        SEQUENTIALLY
NUMBER                         DESCRIPTION                     NUMBERED PAGE
-------                        -----------                     -------------
  4.1     Amended and Restated Articles of Incorporation 
          (filed as Exhibit 3.1 to Amendment No. 4 to the
          Registrant's Form SB-2 Registration Statement No.
          333-17753 filed on February 14, 1997 and 
          incorporated herein by reference)

  4.2     Amended and Restated Bylaws

  4.3     Apex PC Solutions, Inc. Employee Stock Purchase
          Plan

  5.1     Opinion of Davis Wright Tremaine LLP regarding 
          legality of the Common Stock being registered 

 23.1     Consent of Coopers & Lybrand L.L.P.     

 23.2     Consent of Davis Wright Tremaine LLP (included 
          in opinion filed as Exhibit 5.1)

 24.1     Power of Attorney (see signature page)
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15688}]
{"company-data": {"conformed-name": "APEX PC SOLUTIONS INC", "cik": "0001027278", "assigned-sic": "3577", "irs-number": "911577634", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24013", "film-number": "97564003"}, "business-address": {"street1": "20031 142ND AVENUE N E", "city": "WOODINVILLE", "state": "WA", "zip": "98072", "phone": "2064029393"}, "mail-address": {"street1": "20031 142ND AVENUE N E", "city": "WOODINVILLE", "state": "WA", "zip": "98072"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

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

                             APEX PC SOLUTIONS, INC.
             (Exact name of Registrant as specified in its charter)

            WASHINGTON                           91-1577634
  (State or other jurisdiction of    (I.R.S. Employer Identification No.)
  incorporation or organization)
                                                    
                             ----------------------

                            20031 142ND AVENUE, N.E.
                         WOODINVILLE, WASHINGTON  98072
          (Address of principal executive offices, including zip code)
                                                    
                             ----------------------

                             APEX PC SOLUTIONS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                                                    
                             ----------------------

                                 KEVIN J. HAFER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            20031 142ND AVENUE, N.E.
                         WOODINVILLE, WASHINGTON  98072
                                 (206) 402-9393
(Name, address and telephone number, including area code, of agent for service)

                             ----------------------
                                             
                                  Copies to:
                            SAMUEL F. SARACINO, ESQ.
                             KAREN A. ANDERSEN, ESQ.
                           DAVIS WRIGHT TREMAINE LLP
                              2600 CENTURY SQUARE
                              1501 FOURTH AVENUE
                           SEATTLE, WA  98101-1688
                                (206) 622-3150

                             ----------------------
                                             
                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
                                                                                                AMOUNT
     TITLE OF                        AMOUNT      PROPOSED MAXIMUM   PROPOSED MAXIMUM              OF
  SECURITIES TO                      TO BE        OFFERING PRICE        AGGREGATE             REGISTRATION
  BE REGISTERED                    REGISTERED     PER SHARE (1)     OFFERING PRICE (1)            FEE
-----------------------------------------------------------------------------------------------------------
Common Stock, no par value         250,000 (2)         $9.38            $2,345,000             $710.61
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
(1)  Estimated pursuant to Rule 457 of the Securities Act of 1933, as amended 
     (the "Securities  Act"), solely for the purpose of calculating the 
     registration fee.  The price per share is estimated to be $9.38 based on 
     the average of the high ($9.63) and low ($9.13) sales prices for the 
     Common Stock on March 21, 1997, as reported on the Nasdaq National Market 
     System.

(2)  Together with an indeterminate number of additional shares of Common 
     Stock which may be necessary to adjust the number of shares reserved for 
     issuance pursuant to the Apex PC Solutions, Inc. Employee Stock Purchase 
     Plan as the result of any future stock split, stock dividend or similar 
     adjustment of the outstanding Common Stock of the Registrant.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents are hereby incorporated by reference in this
Registration Statement:

     (a)  The Registrant's final prospectus filed with the Securities 
and Exchange Commission (the "Commission") pursuant to Rule 424(b) of 
the Securities Act in connection with the filing of the Registrant's effective 
registration statement on Form SB-2 (File No. 333-17753), filed with the 
Commission pursuant to the Securities Act, containing audited financial 
statements for the Registrant's latest fiscal year;

     (b)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the fiscal year covered by the registrant document referred to in (a) above;

     (c)  The description of the Registrant's Common Stock which is contained in
the registration statement on Form SB-2 referred to in (a) above; and

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment hereto which indicates that the securities offered
hereby have been sold or which deregisters the securities covered hereby 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.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 23B.08.320 of the Washington Business Corporation Act provides that
a corporation's articles of incorporation may contain provisions that provide
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act.  The
Registrant's Amended and Restated Articles of Incorporation (Exhibit 4.1 hereto)
limit the liability of its directors for monetary damages arising from their
conduct as directors, except for liability relating to acts or omissions that
involve intentional misconduct, a knowing violation of law or the authorization
of unlawful distributions, and liability relating to transactions in which the
directors derive a personal benefit to which they are not legally entitled. 
Such limitation does not affect the availability of equitable remedies.  The
Registrant's Amended and Restated Articles of Incorporation also provide that
the Registrant will indemnify its directors and officers to the fullest extent
permitted by Washington law.  In particular, each officer and director of the
Registrant is entitled to indemnification against all liability, loss and
expense reasonably incurred by such officer or director in connection with any
civil, criminal, administrative or investigative proceeding in which he or she
is involved (whether in his or her official capacity or otherwise) by reason of
the fact that he or she is or was serving as an officer or director of the
Registrant.  Washington law currently provides that a corporation may indemnify
an officer or director against liability if the individual acted in good faith
and, in 

                                     2
the case of a noncriminal proceeding, if he or she reasonably believed they 
were acting in the best interests of the corporation, or, in the case of a 
criminal proceeding, if he or she had no reasonable cause to believe their 
conduct was unlawful.  In the case of a proceeding against an officer or 
director brought by or on behalf of the corporation, Washington law does not 
permit a corporation to indemnify an officer or director if he or she is 
found liable in such proceeding.  In all other proceedings, indemnification 
is not permitted where the officer or director is found liable on the basis 
that he or she improperly received a personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER         DESCRIPTION
--------       -----------
  4.1          Amended and Restated Articles of Incorporation (filed as 
               Exhibit 3.1 to Amendment No. 4 to the Registrant's Form SB-2
               Registration Statement No. 333-17753 filed on February 14, 1997
               and incorporated herein by reference)

  4.2          Amended and Restated Bylaws

  4.3          Apex PC Solutions, Inc. Employee Stock Purchase Plan

  5.1          Opinion of Davis Wright Tremaine LLP regarding legality of
               the Common Stock being registered

 23.1          Consent of Coopers & Lybrand L.L.P.

 23.2          Consent of Davis Wright Tremaine LLP (included in opinion
               filed as Exhibit 5.1)

 24.1          Power of Attorney (see signature page)

ITEM 9.  UNDERTAKINGS.

(A)  The undersigned Registrant hereby undertakes to do the following:

     (1)  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; and  

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

     (2)  For determining liability under the Securities Act, treat each 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 thereof.

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

                                     3
(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 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 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 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.

                                     4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Woodinville, State of Washington, on March 25,
1997.

                              APEX PC SOLUTIONS, INC.

                              /s/ Kevin J. Hafer
                              -------------------------------------
                              Kevin J. Hafer
                              President and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Kevin J.
Hafer and Douglas A. Bevis, jointly and severally, as attorney-in-fact, each
with full power of substitution, for such person and 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
each of said attorneys-in-fact, or his 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/ Kevin J. Hafer       President, Chief Executive             March 25, 1997
-----------------------  Officer and Director                   
 Kevin J. Hafer          (Principal Executive Officer)

/s/ Douglas A. Bevis     Vice President and Chief               March 25, 1997
-----------------------  Financial Officer (Principal           
 Douglas A. Bevis        Financial and Accounting Officer)

/s/ Jeffrey T. Chambers  Director                               March 25, 1997
-----------------------
Jeffrey T. Chambers 

/s/ Sterling Crum        Director                               March 25, 1997
-----------------------
Sterling Crum

/s/ Edwin L. Harper      Director                               March 25, 1997
-----------------------
Edwin L. Harper

/s/ William McAleer      Director                               March 25, 1997
-----------------------
William McAleer  

                                     5
INDEX TO EXHIBITS

EXHIBIT                                                        SEQUENTIALLY
NUMBER                         DESCRIPTION                     NUMBERED PAGE
-------                        -----------                     -------------
  4.1     Amended and Restated Articles of Incorporation 
          (filed as Exhibit 3.1 to Amendment No. 4 to the
          Registrant's Form SB-2 Registration Statement No.
          333-17753 filed on February 14, 1997 and 
          incorporated herein by reference)

  4.2     Amended and Restated Bylaws

  4.3     Apex PC Solutions, Inc. Employee Stock Purchase
          Plan

  5.1     Opinion of Davis Wright Tremaine LLP regarding 
          legality of the Common Stock being registered 

 23.1     Consent of Coopers & Lybrand L.L.P.     

 23.2     Consent of Davis Wright Tremaine LLP (included 
          in opinion filed as Exhibit 5.1)

 24.1     Power of Attorney (see signature page)