SECURITIES AND EXCHANGE
                            COMMISSION

                      Washington, D.C. 20549

                             FORM S-8

                      REGISTRATION STATEMENT
                 UNDER THE SECURITIES ACT OF 1933

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

     Utah                                    76-0279816          
     (State or other jurisdiction       (I.R.S. Employer
     or incorporation)                  Identification No.)


     57 West 200 South, Suite 350, Salt Lake City, Utah             84101  
     (Address of principal executive offices)                    (Zip Code)

                  Chequemate-CTD 1997 Stock Option Plan                 
                     (Full Title of the Plan)

Bruce L. Dibb, Corporate Counsel, 311 S. State Suite 380 Salt Lake City,UT 84111
            (Name and address of agent for service)
                         (801) 531-6600  
  (Telephone Number, including area code, of agent for services)

                 Calculation of Registration Fee
                                                                 


Title of     Amount to be   Proposed          Proposed       Amount of
Securities   Registered     maximum offering  maximum        Registration
to be                       Price per unit    aggregate      Fee
Registered                                    offering price

Common Stock 2,500,000      $0.01             $25,000.00     $7.58




                              PART I
         INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

                     ITEM 1. PLAN INFORMATION


     The document or documents containing the information specified in Part I 
are not required to be filed with the Securities and Exchange Commission 
("SEC") as part of the S-8 Registration Statement.  Information required to be 
given to Plan Participants is separately delivered in accordance with the 
requirements of regulation S-8 and is not included or set out under  this item.
See Plan Participation Prospectus ("Prospectus").  The stock participation 
("plans") simply provide for the registration of officer/consultant shares as 
acquired through the exercise of two separate options.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        
     Registrant undertakes to give to the plan participants (Optionees) any and 
all required information under the plans.  Since the plans are not qualified 
and do not involve any participation other than payment of the consideration 
for shares upon exercise of stock options, it is not anticipated that any 
specific information will be required to be given to plan participants other 
than a copy of the original stock options and the prospectus.  Registrant does 
undertake to keep the Prospectus material current, so long as option rights may 
be exercised, and to deliver such Prospectus to any plan participant desiring to
exercise his  options.

                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant in completing the registration of  shares pursuant to this 
Form S-8 Registration Statement represents that it is incorporating by this 
reference and has delivered to all participants in the plans the following 
documents.  Copies of these documents are not required to be appended hereto, 
and are not appended or submitted with this Registration Form:

     1.  Registrant's latest annual report, including the Form 10-KSB annual 
     report filed pursuant to 15(d) of the Exchange  Act.

     2.  All other reports filed by the Registrant during the last fiscal 
     year under 15(d) of the Exchange Act.

     3.  A copy of the Prospectus materials required by Part I of this 
     Registration Statement, including the option agreements.

     4.  All documents subsequently filed by the Company pursuant to Section 
     15(d) of the Securities Exchange Act of 1934, as amended, after the date 
     of this Registration Statement and prior to such time as the Company files 
     a post-effective amendment to this Registration Statement which indicates 
     that all such securities offered hereby have been sold, or which 
     deregisters all such securities then remaining unsold, shall be deemed to 
     be incorporated by reference in this Registration Statement and to be a 
     part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

The total number of securities offered under the plans are Two Million Five
Hundred Thousand (2,500,000) shares, all of which are common stock of the 
Registrant.  The Company has only one class of common stock; 500,000,000 
shares authorized at $0.0001 par value.  Each share of common stock is 
entitled to one vote per share.  There are no cumulative voting rights.  
The holders of ten percent (10%) of the issued and outstanding shares may 
call a special meeting of the stockholders, and a majority of all issued 
and outstanding shares shall constitute a quorum for conducting business.  
The majority of shares present, in any regular or special meeting where a 
quorum is present, may vote in favor or against any item of business or 
election, and shall constitute a majority approval or disapproval of 
matters voted upon at any such meeting.  There are no dividend rights 
attached to the shares.  The Company presently does not pay any dividends 
and has no foreseeable plan to pay dividends.  The shares are not subject 
to any outstanding conversion rights, sinking fund, or redemption 
provisions.  There are no special preemptive rights or rights upon 
liquidation, other than the normal rights and priorities which would attach 
to shares in liquidation pursuant to Utah State Law.  The shares are not 
subject to call, liability or assessment.
     
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

None of the experts retained by the Company in the preparation of this 
Registration Statement (including retained legal counselors and 
independent auditors of the Company) are acquiring any interest or 
rights in the Registrant or its stock based upon the exercise of any 
option rights or upon a contingent basis related to this Registration 
or otherwise, and have been paid directly by the Company pursuant to 
their regular and customary hourly fee agreements.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Officers and directors of the Registrant, Chequemate International, Inc., 
are subject to indemnification for ordinary and customary acts taken on behalf 
of the corporation to the maximum extent permitted under Utah law.  In 
essential terms this provides that any errors of judgement, or act or omission 
not resulting from gross abuse or misfeasance are to be fully indemnified by 
the Company.  Utah law also provides immunity from suit to officers and 
directors for acts or transactions completed by them in the normal and 
customary course of the business and when they are free of any adverse 
interest. 

Insofar as indemnification for liabilities arising under the Securities 
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, 
the Registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as expressed 
in the 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

No securities being issued pursuant to this Registration Statement are being
reoffered or resold through the registration.  All securities offered hereunder 
are originally issued by the Company pursuant to option rights.  Shares received
pursuant to the exercise of any such option are believed to be registered 
pursuant to the provisions of this Form S-8 registration.

ITEM 8.  EXHIBITS.
     
Attached hereto and incorporated by this reference is the opinion of counsel as 
to legality of shares issued.<PAGE>
                      

ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes to file during any period in which
offers or sales are being made pursuant to this registration, a post-effective 
amendment to this Registration Statement:

     (a)  To include any material information with respect to the plan of 
     distribution not previously disclosed in the Registration Statement or of 
     any material change to such information in the Registration Statement.

     (b)  That, for the purpose of determining any liability under the 
     Securities Act of 1933, each such post-effective amendment 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) 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.

     (d)  The undersigned Registrant hereby undertakes that, for purposes of 
     determining any liability under the Securities Act of 1933, each filing of 
     the Registrant's annual report pursuant to section 13(a) or section 15(d) 
     of the Securities Exchange Act of 1934 (and, where applicable, each filing 
     of an employee benefit plan's annual report pursuant to section 15(d) of 
     the Securities Act of 1934) 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. 

     (e)  Insofar as indemnification for liabilities arising under the 
     Securities Act of 1933, as amended, may be permitted to directors, 
     officers and controlling persons of the Registrant pursuant to the 
     foregoing provisions, or otherwise, the Registrant has been advised that
     in the opinion of the Securities and Exchange Commission such 
     indemnification is against public policy as expressed in the Act and is,
     against such liabilities (other than the payment by the Registrant of 
     the 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 Act and will be governed by the final adjudication 
     of such issue.

                            SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of 
     1933, the Registrant certifies that it has reasonable grounds to believe 
     that it meets all of the requirements for filing on Form S-8 and has duly 
     caused this Registration Statement to be signed on its behalf by the 
     undersigned, thereunto duly authorized, in the City of Salt Lake, State of 
     Utah, on June   19th  , 1997.

                         CHEQUEMATE INTERNATIONAL, INC.


                         By    /s/  Blaine Harris                              
                         Its: Chief Executive Officer

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


     /s/  Blaine Harris                         
     Blaine Harris
     Chairman and CEO

     Dated    June 19, 1997                     


     /s/ Harold P. Glick                    
     Harold P. Glick
     Director

     Dated      June 19, 1997          


     /s/ Chuck Coonradt                 
     Chuck Coonradt
     Director

     Dated      June 19, 1997          
     /s/ Robert Warfield              
     Robert Warfield
     Director

     Dated      June 19, 1997          


     /s/  Lavar Butler                          
     Lavar Butler
     Director

     Dated     June 19, 1997          


     /s/  Steven B. Andersen                 
     Steven B. Andersen
     Chief Financial Officer

     Dated     June 19,1997            <PAGE>
     S85.491







                          June 20, 1997

     Chequemate International
     57 West 200 South, Suite 350
     Salt Lake City, Utah 84101


          Re: Issuance of Chequemate International Shares Pursuant to Stock 
              Options   

     To Whom It May Concern:

          We have acted as counsel for Chequemate International, Inc., a Utah
     corporation (the "Company") in conjunction with the preparation of a Form 
     S-8 Registration Statement (the Registration Statement") to be filed by 
     the Company with the Securities and Exchange Commission under the 
     Securities Act of 1933, as amended (the "Securities Act"), relating to up 
     to 2,500,000 shares of the Company's common stock, $0.0001 per value 
     (the "Common Stock"), to be potentially issued pursuant to a base stock 
     option ("Stock Option") and a Performance Stock Option ("Performance 
     Option").  The terms of the Options are as set forth in the Option 
     Agreements, dated as of June 20, 1997. For the purpose of the Form S-8 
     registration, the Option Agreements are referred to as the "Plans".

     We have examined: (i) the Plans; (ii) the Form S-8 Registration Statement; 
     (iii) the Company's Prospectus pursuant to the Form S-8 Registration; (iv) 
     resolutions of the Company's Board of Directors relating to the Plans; and 
     (v) such other documents and records as we have deemed necessary to enable 
     us to render this option.  Based upon the foregoing, we are of the opinion 
     that:

     1.   The Company is a corporation validly existing under the laws of the 
     State of Utah.

     2.   The Common Stock, when issued and paid for in the manner set forth in 
     the Plans, will be validly issued, fully paid and nonassessable, and no 
     personal liability will attach to the ownership thereof.

     We consent to the use of this opinion as an Exhibit to the Registration 
     Statement.  In giving our consent, we do not admit that we are "experts" 
     within the meaning of Section 11 of the Securities Act or within the 
     category of persons whose consent is required by Section 7 of said Act.


                              Sincerely,
                              Bruce L. Dibb, P.C.

                              /s/  Bruce L. Dibb
                              
                              Bruce L. Dibb  
                              


     BLD/jw
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{"company-data": {"conformed-name": "CHEQUEMATE INTERNATIONAL INC", "cik": "0000850218", "assigned-sic": "6770", "irs-number": "760279816", "state-of-incorporation": "UT", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30707", "film-number": "97635880"}, "business-address": {"street1": "AMERICAN PLAZA II", "street2": "57 WEST 200 SOUTH STE 350", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "801-322-1111"}, "mail-address": {"street1": "AMERICAN PLAZA II", "street2": "57 WEST 200 SOUTH STE 350", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}, "former-company": {"former-conformed-name": "AUTOMATED COMPLIANCE & TRAINING INC", "date-changed": "19930817"}}
SECURITIES AND EXCHANGE
                            COMMISSION

                      Washington, D.C. 20549

                             FORM S-8

                      REGISTRATION STATEMENT
                 UNDER THE SECURITIES ACT OF 1933

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

     Utah                                    76-0279816          
     (State or other jurisdiction       (I.R.S. Employer
     or incorporation)                  Identification No.)

     57 West 200 South, Suite 350, Salt Lake City, Utah             84101  
     (Address of principal executive offices)                    (Zip Code)

                  Chequemate-CTD 1997 Stock Option Plan                 
                     (Full Title of the Plan)

Bruce L. Dibb, Corporate Counsel, 311 S. State Suite 380 Salt Lake City,UT 84111
            (Name and address of agent for service)
                         (801) 531-6600  
  (Telephone Number, including area code, of agent for services)

                 Calculation of Registration Fee
                                                                 

Title of     Amount to be   Proposed          Proposed       Amount of
Securities   Registered     maximum offering  maximum        Registration
to be                       Price per unit    aggregate      Fee
Registered                                    offering price

Common Stock 2,500,000      $0.01             $25,000.00     $7.58

                              PART I
         INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

                     ITEM 1. PLAN INFORMATION

     The document or documents containing the information specified in Part I 
are not required to be filed with the Securities and Exchange Commission 
("SEC") as part of the S-8 Registration Statement.  Information required to be 
given to Plan Participants is separately delivered in accordance with the 
requirements of regulation S-8 and is not included or set out under  this item.
See Plan Participation Prospectus ("Prospectus").  The stock participation 
("plans") simply provide for the registration of officer/consultant shares as 
acquired through the exercise of two separate options.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        
     Registrant undertakes to give to the plan participants (Optionees) any and 
all required information under the plans.  Since the plans are not qualified 
and do not involve any participation other than payment of the consideration 
for shares upon exercise of stock options, it is not anticipated that any 
specific information will be required to be given to plan participants other 
than a copy of the original stock options and the prospectus.  Registrant does 
undertake to keep the Prospectus material current, so long as option rights may 
be exercised, and to deliver such Prospectus to any plan participant desiring to
exercise his  options.

                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant in completing the registration of  shares pursuant to this 
Form S-8 Registration Statement represents that it is incorporating by this 
reference and has delivered to all participants in the plans the following 
documents.  Copies of these documents are not required to be appended hereto, 
and are not appended or submitted with this Registration Form:

     1.  Registrant's latest annual report, including the Form 10-KSB annual 
     report filed pursuant to 15(d) of the Exchange  Act.

     2.  All other reports filed by the Registrant during the last fiscal 
     year under 15(d) of the Exchange Act.

     3.  A copy of the Prospectus materials required by Part I of this 
     Registration Statement, including the option agreements.

     4.  All documents subsequently filed by the Company pursuant to Section 
     15(d) of the Securities Exchange Act of 1934, as amended, after the date 
     of this Registration Statement and prior to such time as the Company files 
     a post-effective amendment to this Registration Statement which indicates 
     that all such securities offered hereby have been sold, or which 
     deregisters all such securities then remaining unsold, shall be deemed to 
     be incorporated by reference in this Registration Statement and to be a 
     part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

The total number of securities offered under the plans are Two Million Five
Hundred Thousand (2,500,000) shares, all of which are common stock of the 
Registrant.  The Company has only one class of common stock; 500,000,000 
shares authorized at $0.0001 par value.  Each share of common stock is 
entitled to one vote per share.  There are no cumulative voting rights.  
The holders of ten percent (10%) of the issued and outstanding shares may 
call a special meeting of the stockholders, and a majority of all issued 
and outstanding shares shall constitute a quorum for conducting business.  
The majority of shares present, in any regular or special meeting where a 
quorum is present, may vote in favor or against any item of business or 
election, and shall constitute a majority approval or disapproval of 
matters voted upon at any such meeting.  There are no dividend rights 
attached to the shares.  The Company presently does not pay any dividends 
and has no foreseeable plan to pay dividends.  The shares are not subject 
to any outstanding conversion rights, sinking fund, or redemption 
provisions.  There are no special preemptive rights or rights upon 
liquidation, other than the normal rights and priorities which would attach 
to shares in liquidation pursuant to Utah State Law.  The shares are not 
subject to call, liability or assessment.
     
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

None of the experts retained by the Company in the preparation of this 
Registration Statement (including retained legal counselors and 
independent auditors of the Company) are acquiring any interest or 
rights in the Registrant or its stock based upon the exercise of any 
option rights or upon a contingent basis related to this Registration 
or otherwise, and have been paid directly by the Company pursuant to 
their regular and customary hourly fee agreements.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Officers and directors of the Registrant, Chequemate International, Inc., 
are subject to indemnification for ordinary and customary acts taken on behalf 
of the corporation to the maximum extent permitted under Utah law.  In 
essential terms this provides that any errors of judgement, or act or omission 
not resulting from gross abuse or misfeasance are to be fully indemnified by 
the Company.  Utah law also provides immunity from suit to officers and 
directors for acts or transactions completed by them in the normal and 
customary course of the business and when they are free of any adverse 
interest. 

Insofar as indemnification for liabilities arising under the Securities 
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, 
the Registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as expressed 
in the 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

No securities being issued pursuant to this Registration Statement are being
reoffered or resold through the registration.  All securities offered hereunder 
are originally issued by the Company pursuant to option rights.  Shares received
pursuant to the exercise of any such option are believed to be registered 
pursuant to the provisions of this Form S-8 registration.

ITEM 8.  EXHIBITS.
     
Attached hereto and incorporated by this reference is the opinion of counsel as 
to legality of shares issued.
ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes to file during any period in which
offers or sales are being made pursuant to this registration, a post-effective 
amendment to this Registration Statement:

     (a)  To include any material information with respect to the plan of 
     distribution not previously disclosed in the Registration Statement or of 
     any material change to such information in the Registration Statement.

     (b)  That, for the purpose of determining any liability under the 
     Securities Act of 1933, each such post-effective amendment 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) 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.

     (d)  The undersigned Registrant hereby undertakes that, for purposes of 
     determining any liability under the Securities Act of 1933, each filing of 
     the Registrant's annual report pursuant to section 13(a) or section 15(d) 
     of the Securities Exchange Act of 1934 (and, where applicable, each filing 
     of an employee benefit plan's annual report pursuant to section 15(d) of 
     the Securities Act of 1934) 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. 

     (e)  Insofar as indemnification for liabilities arising under the 
     Securities Act of 1933, as amended, may be permitted to directors, 
     officers and controlling persons of the Registrant pursuant to the 
     foregoing provisions, or otherwise, the Registrant has been advised that
     in the opinion of the Securities and Exchange Commission such 
     indemnification is against public policy as expressed in the Act and is,
     against such liabilities (other than the payment by the Registrant of 
     the 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 Act and will be governed by the final adjudication 
     of such issue.

                            SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of 
     1933, the Registrant certifies that it has reasonable grounds to believe 
     that it meets all of the requirements for filing on Form S-8 and has duly 
     caused this Registration Statement to be signed on its behalf by the 
     undersigned, thereunto duly authorized, in the City of Salt Lake, State of 
     Utah, on June   19th  , 1997.

                         CHEQUEMATE INTERNATIONAL, INC.

                         By    /s/  Blaine Harris                              
                         Its: Chief Executive Officer

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

     /s/  Blaine Harris                         
     Blaine Harris
     Chairman and CEO

     Dated    June 19, 1997                     

     /s/ Harold P. Glick                    
     Harold P. Glick
     Director

     Dated      June 19, 1997          

     /s/ Chuck Coonradt                 
     Chuck Coonradt
     Director

     Dated      June 19, 1997          
     /s/ Robert Warfield              
     Robert Warfield
     Director

     Dated      June 19, 1997          

     /s/  Lavar Butler                          
     Lavar Butler
     Director

     Dated     June 19, 1997          

     /s/  Steven B. Andersen                 
     Steven B. Andersen
     Chief Financial Officer

     Dated     June 19,1997
S85.491

                          June 20, 1997

     Chequemate International
     57 West 200 South, Suite 350
     Salt Lake City, Utah 84101

          Re: Issuance of Chequemate International Shares Pursuant to Stock 
              Options   

     To Whom It May Concern:

          We have acted as counsel for Chequemate International, Inc., a Utah
     corporation (the "Company") in conjunction with the preparation of a Form 
     S-8 Registration Statement (the Registration Statement") to be filed by 
     the Company with the Securities and Exchange Commission under the 
     Securities Act of 1933, as amended (the "Securities Act"), relating to up 
     to 2,500,000 shares of the Company's common stock, $0.0001 per value 
     (the "Common Stock"), to be potentially issued pursuant to a base stock 
     option ("Stock Option") and a Performance Stock Option ("Performance 
     Option").  The terms of the Options are as set forth in the Option 
     Agreements, dated as of June 20, 1997. For the purpose of the Form S-8 
     registration, the Option Agreements are referred to as the "Plans".

     We have examined: (i) the Plans; (ii) the Form S-8 Registration Statement; 
     (iii) the Company's Prospectus pursuant to the Form S-8 Registration; (iv) 
     resolutions of the Company's Board of Directors relating to the Plans; and 
     (v) such other documents and records as we have deemed necessary to enable 
     us to render this option.  Based upon the foregoing, we are of the opinion 
     that:

     1.   The Company is a corporation validly existing under the laws of the 
     State of Utah.

     2.   The Common Stock, when issued and paid for in the manner set forth in 
     the Plans, will be validly issued, fully paid and nonassessable, and no 
     personal liability will attach to the ownership thereof.

     We consent to the use of this opinion as an Exhibit to the Registration 
     Statement.  In giving our consent, we do not admit that we are "experts" 
     within the meaning of Section 11 of the Securities Act or within the 
     category of persons whose consent is required by Section 7 of said Act.

                              Sincerely,
                              Bruce L. Dibb, P.C.

                              /s/  Bruce L. Dibb
                              
                              Bruce L. Dibb  
                              

     BLD/jw