As filed with the Securities and Exchange Commission on November 8, 1999

                           Registration No. 333-
                                                ------
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                 VOICENET, INC.
             (Exact name of registrant as specified in its charter)

     Delaware                                           13-3896031
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification Number)

                                1040 First Avenue
                            New York, New York 10022
                                 (212) 572-4861
                     (Address of Principal Executive Office)

                    1998 Stock Option Plan of Voicenet, Inc.
                    ----------------------------------------
                            (Full title of the plan)

                                   FRANK CARR
                          Chairman and Chief Executive
                                 Voicenet, Inc.
                                1040 First Avenue
                            New York, New York 10022
                     (Name and address of agent for service)

                                 (212) 572-4861
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             DAVID E. FLEMING, Esq.
                               Cummings & Lockwood
                               Four Stamford Plaza
                               Stamford, CT 06904
                                 (203) 327-1700

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Title of                  Amount to be      Proposed Maximum Offering        Proposed Maximum           Amount of
Securities to be           Registered           Price Per Share (2)         Aggregate Offering        Registration
Registered                                                                        Price                  Fee (2)
--------------------------------------------------------------------------------------------------------------------
<S>                        <C>
Common Stock, par value    400,000
$.01 per share             shares (1)                $6.00                      $2,400,000               $667.20
--------------------------------------------------------------------------------------------------------------------
Total                      400,000
                           shares                    $6.00                      $2,400,000               $667.20
--------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>




(1)  Consists  of 400,000  shares of Common  Stock of the  Registrant  which are
issuable  upon  exercise of options which have been or will be granted under the
1998 Stock Option Plan of Voicenet, Inc. This Registration Statement also covers
an  indeterminate  number of shares of Common  Stock  which may be  issuable  by
reason of stock splits, stock dividends or similar transactions.

(2)  Calculated  pursuant to Rule  457(h)(1)  under the Securities Act and based
upon the closing bid price for the Registrant's  publicly traded common stock on
November 5, 1999.



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

  Note: The documents containing the information specified in Part I of Form S-8
will be sent or given to  participants  as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities  Act").  Such documents need
not be filed with the  Securities  and Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Rule 424 under the Securities  Act. These documents and
the documents  incorporated by reference in the Registration  Statement pursuant
to Item 3 of Part It of this Form S-8, taken  together,  constitute a prospectus
that meets the  requirements  of Section 10(a) of the  Securities  Act. See Rule
428(a)(1) under the Securities Act.

  This  Registration  Statement  on  Form  S-8 of  Voicenet,  Inc.,  a  Delaware
corporation (the "Registrant"), covers 400,000 shares of the Registrant's Common
Stock,  par value $.0l per share ("Common  Stock"),  reserved for issuance under
the following employee benefit plans of the Registrant (the "Plan"):

        (i) 1998 Stock Option Plan of Voicenet, Inc.

  If  necessary  for a prospectus  to be used for  reoffers of the  Registrant's
Common Stock acquired pursuant to the Plans, a prospectus prepared in accordance
with the  requirements  of Form  S-3 will be filed as part of this  Registration
Statement by means of a post-effective amendment hereto.

                                     PART 11
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

  The  following  documents  filed by the  Registrant  with the  Commission  are
incorporated herein by reference:

  (a) The Registrant's prospectus, as amended, filed on October 7, 1997 pursuant
to Rule 424(b) under the Securities Act, and all amendments thereto; and

  (b) All other  reports  filed by the  Registrant  pursuant to Section 13(a) or
15(d) of the  Securities  and  Exchange  Act of 1934,  as amended  (the"Exchange
Act"), prior to the date hereof.

  In addition,  all documents  subsequently filed by the Registrant  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 hereby
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 the filing of such documents.

  Any statement  contained herein or in a document  incorporated or deemed to be
incorporated by reference


<PAGE>


herein  shall be  deemed to be  modified  or  superseded  for  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  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities.

    Not applicable.

Item 5. Interests of Named Experts and Counsel.

21,000 shares of the Registrant's  Common Stock are owned by a family investment
partnership in which David E. Fleming, a member of Cummings & Lockwood,  is also
a partner.

Item 6. Indemnification of Directors and Officers

The Registrant's Certificate of Incorporation  eliminates, to the fullest extent
permitted by the Law of the State of Delaware,  personal  liability of directors
to the  Registrant  and its  stockholders  for  monetary  damages  for breach of
fiduciary duty as directors.

Section  145(a) of the Delaware  General  Corporation  Law ("DGCL")  provides in
relevant part that "a corporation may indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the  corporation,  and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful."

With  respect to  derivative  actions,  Section  145(b) of the DGCL  provides in
relevant  part that "[a]  corporation  may  indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its  favor...  [by reason of his  service in one of the  capacities
specified in the preceding  sentence]  against  expenses  (including  attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  or such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper".

      Article NINTH of the Company's Certificate of Incorporation, provides:

       "To the full extent permitted by the Delaware General  Corporation Law or
any other  applicable  law currently or hereafter in effect,  no Director of the
Company will be personally liable to the Company or its stockholders for or with
respect to any acts or  omissions in the  performance  of his or her duties as a
Director of the Company.  Any repeal or  modification of this Article Ninth will
not  adversely  affect  any right or  protection  of a Director  of the  Company
existing prior to such repeal or modification."

Item 7. Exemption from Registration Claimed.


<PAGE>


Not Applicable.
Item 8. Exhibits.

     4.1 * 1998 Stock Option Plan of Voicenet, Inc.
     5.1 * Opinion of  Cummings & Lockwood as to the legality of the  securities
           being offered.
    23.1 * Consent  of  Marcum  &  Kliegmann,  LLP  with  respect  to  financial
           statements of the Registrant.
    23.2 * Consent of Cummings & Lockwood (included in Exhibit 5. 1).


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

*     Filed herewith.

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 to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  changes to such information in the
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
new registration  statement  relating to the securities  offered herein, 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 provisions of Item 6 of this

Registration Statement,  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.


<PAGE>



                                   SIGNATURES

  Pursuant to the  requirements of the Securities Act, 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 New York,
New York, on the 8th day of November, 1999

                                      VOICENET, INC.

                                      By:  /s/ Frank Carr
                                           --------------------
                                           Frank Carr
                                           Chairman and Chief Executive Officer


  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 indicated on the 8th day of November, 1999.


Signature                        Capacity

/s/ Frank Carr
----------------------           Chairman & Chief               November 8, 1999
Frank Carr                       Executive Officer


/s/ Howard Messer
----------------------           Chief Financial Officer        November 8, 1999
Howard Messer                    & Secretary

/s/ Alan Dawson
----------------------           Director                       November 8, 1999
Alan Dawson

/s/ Christopher Brown
----------------------           Director                       November 8, 1999
Christopher Brown
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15519}]
{"company-data": {"conformed-name": "VOICENET INC", "cik": "0001023745", "assigned-sic": "7372", "irs-number": "133896031", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90519", "film-number": "99743297"}, "business-address": {"street1": "1040 FIRST AVENUE", "street2": "SUITE 101", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2125724861"}, "mail-address": {"street1": "1040 FIRST AVENUE", "street2": "SUITE 101", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
As filed with the Securities and Exchange Commission on November 8, 1999

                           Registration No. 333-
                                                ------
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                 VOICENET, INC.
             (Exact name of registrant as specified in its charter)

     Delaware                                           13-3896031
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification Number)

                                1040 First Avenue
                            New York, New York 10022
                                 (212) 572-4861
                     (Address of Principal Executive Office)

                    1998 Stock Option Plan of Voicenet, Inc.
                    ----------------------------------------
                            (Full title of the plan)

                                   FRANK CARR
                          Chairman and Chief Executive
                                 Voicenet, Inc.
                                1040 First Avenue
                            New York, New York 10022
                     (Name and address of agent for service)

                                 (212) 572-4861
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             DAVID E. FLEMING, Esq.
                               Cummings & Lockwood
                               Four Stamford Plaza
                               Stamford, CT 06904
                                 (203) 327-1700
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Title of                  Amount to be      Proposed Maximum Offering        Proposed Maximum           Amount of
Securities to be           Registered           Price Per Share (2)         Aggregate Offering        Registration
Registered                                                                        Price                  Fee (2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value    400,000
$.01 per share             shares (1)                $6.00                      $2,400,000               $667.20
--------------------------------------------------------------------------------------------------------------------
Total                      400,000
                           shares                    $6.00                      $2,400,000               $667.20
--------------------------------------------------------------------------------------------------------------------
(1)  Consists  of 400,000  shares of Common  Stock of the  Registrant  which are
issuable  upon  exercise of options which have been or will be granted under the
1998 Stock Option Plan of Voicenet, Inc. This Registration Statement also covers
an  indeterminate  number of shares of Common  Stock  which may be  issuable  by
reason of stock splits, stock dividends or similar transactions.

(2)  Calculated  pursuant to Rule  457(h)(1)  under the Securities Act and based
upon the closing bid price for the Registrant's  publicly traded common stock on
November 5, 1999.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

  Note: The documents containing the information specified in Part I of Form S-8
will be sent or given to  participants  as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities  Act").  Such documents need
not be filed with the  Securities  and Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Rule 424 under the Securities  Act. These documents and
the documents  incorporated by reference in the Registration  Statement pursuant
to Item 3 of Part It of this Form S-8, taken  together,  constitute a prospectus
that meets the  requirements  of Section 10(a) of the  Securities  Act. See Rule
428(a)(1) under the Securities Act.

  This  Registration  Statement  on  Form  S-8 of  Voicenet,  Inc.,  a  Delaware
corporation (the "Registrant"), covers 400,000 shares of the Registrant's Common
Stock,  par value $.0l per share ("Common  Stock"),  reserved for issuance under
the following employee benefit plans of the Registrant (the "Plan"):

        (i) 1998 Stock Option Plan of Voicenet, Inc.

  If  necessary  for a prospectus  to be used for  reoffers of the  Registrant's
Common Stock acquired pursuant to the Plans, a prospectus prepared in accordance
with the  requirements  of Form  S-3 will be filed as part of this  Registration
Statement by means of a post-effective amendment hereto.

                                     PART 11
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

  The  following  documents  filed by the  Registrant  with the  Commission  are
incorporated herein by reference:

  (a) The Registrant's prospectus, as amended, filed on October 7, 1997 pursuant
to Rule 424(b) under the Securities Act, and all amendments thereto; and

  (b) All other  reports  filed by the  Registrant  pursuant to Section 13(a) or
15(d) of the  Securities  and  Exchange  Act of 1934,  as amended  (the"Exchange
Act"), prior to the date hereof.

  In addition,  all documents  subsequently filed by the Registrant  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 hereby
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 the filing of such documents.

  Any statement  contained herein or in a document  incorporated or deemed to be
incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  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  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities.

    Not applicable.

Item 5. Interests of Named Experts and Counsel.

21,000 shares of the Registrant's  Common Stock are owned by a family investment
partnership in which David E. Fleming, a member of Cummings & Lockwood,  is also
a partner.

Item 6. Indemnification of Directors and Officers

The Registrant's Certificate of Incorporation  eliminates, to the fullest extent
permitted by the Law of the State of Delaware,  personal  liability of directors
to the  Registrant  and its  stockholders  for  monetary  damages  for breach of
fiduciary duty as directors.

Section  145(a) of the Delaware  General  Corporation  Law ("DGCL")  provides in
relevant part that "a corporation may indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the  corporation,  and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful."

With  respect to  derivative  actions,  Section  145(b) of the DGCL  provides in
relevant  part that "[a]  corporation  may  indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its  favor...  [by reason of his  service in one of the  capacities
specified in the preceding  sentence]  against  expenses  (including  attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  or such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper".

      Article NINTH of the Company's Certificate of Incorporation, provides:

       "To the full extent permitted by the Delaware General  Corporation Law or
any other  applicable  law currently or hereafter in effect,  no Director of the
Company will be personally liable to the Company or its stockholders for or with
respect to any acts or  omissions in the  performance  of his or her duties as a
Director of the Company.  Any repeal or  modification of this Article Ninth will
not  adversely  affect  any right or  protection  of a Director  of the  Company
existing prior to such repeal or modification."

Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.

     4.1 * 1998 Stock Option Plan of Voicenet, Inc.
     5.1 * Opinion of  Cummings & Lockwood as to the legality of the  securities
           being offered.
    23.1 * Consent  of  Marcum  &  Kliegmann,  LLP  with  respect  to  financial
           statements of the Registrant.
    23.2 * Consent of Cummings & Lockwood (included in Exhibit 5. 1).

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

*     Filed herewith.

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 to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  changes to such information in the
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
new registration  statement  relating to the securities  offered herein, 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 provisions of Item 6 of this

Registration Statement,  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.
SIGNATURES

  Pursuant to the  requirements of the Securities Act, 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 New York,
New York, on the 8th day of November, 1999

                                      VOICENET, INC.

                                      By:  /s/ Frank Carr
                                           --------------------
                                           Frank Carr
                                           Chairman and Chief Executive Officer

  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 indicated on the 8th day of November, 1999.

Signature                        Capacity

/s/ Frank Carr
----------------------           Chairman & Chief               November 8, 1999
Frank Carr                       Executive Officer

/s/ Howard Messer
----------------------           Chief Financial Officer        November 8, 1999
Howard Messer                    & Secretary

/s/ Alan Dawson
----------------------           Director                       November 8, 1999
Alan Dawson

/s/ Christopher Brown
----------------------           Director                       November 8, 1999
Christopher Brown