As filed with the Securities and Exchange Commission on September 8, 1999.
                                          Registration No. 333-____________



                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549
                     ______________________________
                                 FORM S-8
                      REGISTRATION STATEMENT UNDER
                       THE SECURITIES ACT OF 1933
                     ______________________________

                           I-LINK INCORPORATED
         (Exact name of registrant as specified in its charter)

           Florida                                    59-2291344
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                    Identification No.)

13751 S. Wadsworth Park Drive, Suite 200, Draper, UT 84020  (801) 576-5000
(Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                   1997 Recruitment Stock Option Plan
                          (Full Title of Plan)
                     ______________________________



<PAGE>
    John W. Edwards, Chairman, President and Chief Executive Officer
                           I-Link Incorporated
13751 S. Wadsworth Park Drive, Suite 200, Draper, UT 84020,  (801) 576-5000
(Name, address, including zip code, and telephone number, including area
                       code, of agent for service)
                     ______________________________
                               Copies to:
                      Ralph V. De Martino, Esquire
                  De Martino Finkelstein Rosen & Virga
                      1818 N Street, NW, Suite 400
                       Washington, DC  20036-2492
                       (202) 659-0494 (Telephone)
                       (202) 659-1290 (Facsimile)

     If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box:  [X]

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                   <C>        <C>            <C>            <C>
                                    Proposed      Proposed
                                    Maximum       Maximum
                                    Recent        Aggregate  Amount of
Title of Securities   Amount to be  Market Price  Offering   Registration
to be Registered      Registered    Per Share(1)  Price (1)  Fee (1)
--------------------  ------------  ------------  ---------  ------------
Options (2)            4,400,000       -----        -----        -----

Common Stock,
 $.007 par value (2)   4,400,000       $3.375    $14,850,000   $4,128.30


Total                                                          $4,128.30
</TABLE>

(1)  Calculated in accordance with Rule 457(h) under the Securities Act of
     1933, as amended, based upon the average of the bid and asked prices
     for the common stock on September 2, 1999.
(2)  Represents the maximum number of securities which may be granted
     pursuant to the 1997 Recruitment Stock Option Plan (the "1997 Plan").
     In addition to such shares this registration statement covers,
     pursuant to Rule 416, such additional number of shares as may be
     required by reason of the operation of the antidilution provisions
     of the 1997 Plan and/or the option.
<PAGE>
                                  PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     The documents containing the information specified in Part I of the
registration statement will be sent or given to employees, officers,
directors, and other eligible persons under the 1997 Recruitment Stock
Option Plan (the "1997 Plan") as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").  Such documents
are not required to be, and are not, filed with the Securities and
Exchange Commission (the "SEC") either as part of the registration
statement or as prospectuses or prospectus supplements pursuant to Rule
424.  These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this Form S-8
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

Item 2.  Registrant Information and Plan Information.

     A copy of the documents or portions of documents containing the
information specified in Part I will be provided to employees, officers,
directors and others eligible to participate in the 1997 Plan at such
time as those persons become participants in the 1997 Plan, or as soon as
practicable after the date this Form S-8 is filed with the SEC, which
ever is later.  Moreover, upon written or oral request, the Company shall
provide to eligible persons under the 1997 Plan, any document or part
thereof incorporated by reference in Item 3 of Part II of the registration
statement (which are incorporated by reference in this Section 10(a)
prospectus), or other documents required to be delivered to eligible
persons pursuant to Rule 428(b).  Such requests may be made to the
attention of the following:

                             David Hardy, Esq.
                            I-Link Incorporated
                       13751 S. Wadsworth Park Drive
                                 Suite 200
                             Draper, UT 84020
                              (801) 576-5000






<PAGE>

                                 PART II

                INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

     The following documents, including any amendments thereto, filed by
the Company with the SEC are incorporated by reference in this
registration statement and shall be deemed to be a part hereof from the
date of filing of such documents.

     (a)     The Company's latest annual report, whether or not filed
             pursuant to Section 13(a) or 15(d) of the Exchange Act of
             1934, as amended (the "Exchange Act").

     (b)     All documents filed by the Company pursuant to Sections
             13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to
             the date of this registration statement and prior to the
             filing of a post-effective amendment which indicates that all
             of the securities  offered hereby have been sold or which
             deregisters all securities then remaining unsold.

     (c)     All other reports filed pursuant to Section 13(a) or 15(d)
             of the Exchange Act since the end of the fiscal year covering
             documents referred to in paragraph (b) above.

     (d)     The description of the Company's common stock contained in
             the Company's registration statement on Form S-2 filed
             pursuant to the Securities Act (File No. 333-70645) and
             reports filed for the purpose of updating that description.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     None.

Item 6.  Indemnification of Officers and Directors.

     Section 607.0850 of the Florida Business Corporation Act empowers a
corporation to indemnify any person who was or is a party to a proceeding
by reason of the fact that he was or is an officer, director, employee or
agent of the corporation against liability incurred in connection with such
proceeding.  Such person must have acted in good faith and in a manner
<PAGE>
reasonably believed to be in, or not opposed to, the best interests of the
corporation.  With respect to any criminal proceeding, such person must
have had no reasonable cause to believe his conduct was unlawful.
Moreover, indemnification of officers, directors, employees or agents of
the Company is only appropriate when determined to be proper under the
applicable standard of conduct by a majority vote of a quorum of the
Company's board of directors, excluding any directors seeking
indemnification.

     Indemnification is not exclusive under the Florida Business
Corporation Act, however, indemnification is not permitted to be made on
behalf of any person if a judgment or final adjudication establishes:
(1) a violation of the criminal law, unless such person had reasonable
cause to believe his conduct was lawful or no reasonable cause to believe
his conduct was unlawful; (2) such person derived an improper personal
benefit from the transaction; (3) as to any director, such proceeding
arose from an unlawful distribution under Section 607.0834 of the Florida
Business Corporation Act; or (4) willful misconduct or a conscious
disregard for the best interests of the Company in a proceeding by the
corporation or a stockholder.

     The Company's bylaws provide that the Company shall indemnify any such
person to the fullest extent provided by law and empowers the Company to
purchase and maintain insurance on behalf of any such person.

     The Company previously entered into indemnification agreements with
certain officers and directors of the Company for indemnification against
expenses (including attorneys' fees, through all proceedings, trials, and
appeals), judgments, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending, or contemplated
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, arising from any actual or alleged breach of duty, neglect,
effort, or other action taken or omitted, solely in the capacity as an
officer and/or a director of the Company; provided that no indemnification
will be made in respect of any acts or omissions: (1) involving gross
negligence or willful misconduct, (2) involving libel or slander, or (3)
based upon or attributable to gaining, directly or indirectly, any profit
or advantage to which he or she was not legally entitled.

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


<PAGE>
Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     The following exhibits are filed herewith as part of this registration
statement and are specifically incorporated herein by reference:

  Exhibit No.  Exhibit

       4       1997 Recruitment Stock Option Plan of Medcross, Inc. (now
               known as I-Link Incorporated)
       5       Opinion of Counsel
     23.1      Consent of PricewaterhouseCoopers LLP
     23.2      Consent of Counsel (included in Exhibit 5)
      24       Power of Attorney (included in signature page)


Item 9. Undertakings.

     The Company hereby undertakes:

     (a)     Rule 415 Offering.

     (1)     To file, during any period in which it offers or sells
securities, 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
change 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)     Subsequent Exchange Act Documents Incorporated by Reference.

     The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act,
<PAGE>
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)     Indemnification.

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























<PAGE>
                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Draper, Utah, on September 8,
1999.

                              I-LINK INCORPORATED

                              By:  /s/ John W. Edwards
                                   John W. Edwards, Chairman of the Board,
                                   President and Chief Executive Officer

                             POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the date indicated.

     Each person whose signature appears below in so signing constitutes
and appoints John W. Edwards and David E. Hardy and each of them acting
alone, his true and lawful attorney-in-fact, with full power of
substitution, for him in any and all capacities, to execute and cause to be
filed with the Securities and Exchange Commission any and all amendments
and exhibits thereto and other documents in connection therewith, and
hereby ratifies and confirms all that said attorney-in-fact or his
substitute or substitutes may do or cause to be done by virtue hereof.

Signature                       Title                    Date

 /s/ John W. Edwards          Chairman of the Board,     September 8, 1999
John W. Edwards               President and Chief
                              Executive Officer

 /s/ John M. Ames             Senior Vice President,     September 8, 1999
John M. Ames                  Chief Operating Officer
                              and Acting Chief
                              Financial Officer

 /s/ David E. Hardy           Secretary                  September 8, 1999
David E. Hardy

 /s/ Henry Y.L. Toh           Director and Assistant     September 8, 1999
Henry Y.L. Toh                Secretary
<PAGE>

 /s/ Thomas A.  Keenan        Director                   September 8, 1999
Thomas A. Keenan

 /s/ Joseph A. Cohen          Director                   September 8, 1999
Joseph A. Cohen

 /s/ David R. Bradford        Director                   September 8, 1999
David R. Bradford




































<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16129}]
{"company-data": {"conformed-name": "I LINK INC", "cik": "0000849145", "assigned-sic": "4822", "irs-number": "592291344", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86761", "film-number": "99708042"}, "business-address": {"street1": "13751 S WADSWORTH PK DR SUITE 200", "street2": "STE 200", "city": "DRAPER", "state": "UT", "zip": "84020", "phone": "8015765000"}, "mail-address": {"street1": "13751 S WADSWORTH PK DR", "street2": "STE 200", "city": "DRAPER", "state": "UT", "zip": "84020"}, "former-company": {"former-conformed-name": "MEDCROSS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on September 8, 1999.
                                          Registration No. 333-____________

                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549
                     ______________________________
                                 FORM S-8
                      REGISTRATION STATEMENT UNDER
                       THE SECURITIES ACT OF 1933
                     ______________________________

                           I-LINK INCORPORATED
         (Exact name of registrant as specified in its charter)

           Florida                                    59-2291344
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                    Identification No.)

13751 S. Wadsworth Park Drive, Suite 200, Draper, UT 84020  (801) 576-5000
(Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                   1997 Recruitment Stock Option Plan
                          (Full Title of Plan)
                     ______________________________
John W. Edwards, Chairman, President and Chief Executive Officer
                           I-Link Incorporated
13751 S. Wadsworth Park Drive, Suite 200, Draper, UT 84020,  (801) 576-5000
(Name, address, including zip code, and telephone number, including area
                       code, of agent for service)
                     ______________________________
                               Copies to:
                      Ralph V. De Martino, Esquire
                  De Martino Finkelstein Rosen & Virga
                      1818 N Street, NW, Suite 400
                       Washington, DC  20036-2492
                       (202) 659-0494 (Telephone)
                       (202) 659-1290 (Facsimile)

     If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box:  [X]

                      CALCULATION OF REGISTRATION FEE
Proposed      Proposed
                                    Maximum       Maximum
                                    Recent        Aggregate  Amount of
Title of Securities   Amount to be  Market Price  Offering   Registration
to be Registered      Registered    Per Share(1)  Price (1)  Fee (1)
--------------------  ------------  ------------  ---------  ------------
Options (2)            4,400,000       -----        -----        -----

Common Stock,
 $.007 par value (2)   4,400,000       $3.375    $14,850,000   $4,128.30

Total                                                          $4,128.30
(1)  Calculated in accordance with Rule 457(h) under the Securities Act of
     1933, as amended, based upon the average of the bid and asked prices
     for the common stock on September 2, 1999.
(2)  Represents the maximum number of securities which may be granted
     pursuant to the 1997 Recruitment Stock Option Plan (the "1997 Plan").
     In addition to such shares this registration statement covers,
     pursuant to Rule 416, such additional number of shares as may be
     required by reason of the operation of the antidilution provisions
     of the 1997 Plan and/or the option.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     The documents containing the information specified in Part I of the
registration statement will be sent or given to employees, officers,
directors, and other eligible persons under the 1997 Recruitment Stock
Option Plan (the "1997 Plan") as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").  Such documents
are not required to be, and are not, filed with the Securities and
Exchange Commission (the "SEC") either as part of the registration
statement or as prospectuses or prospectus supplements pursuant to Rule
424.  These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this Form S-8
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

Item 2.  Registrant Information and Plan Information.

     A copy of the documents or portions of documents containing the
information specified in Part I will be provided to employees, officers,
directors and others eligible to participate in the 1997 Plan at such
time as those persons become participants in the 1997 Plan, or as soon as
practicable after the date this Form S-8 is filed with the SEC, which
ever is later.  Moreover, upon written or oral request, the Company shall
provide to eligible persons under the 1997 Plan, any document or part
thereof incorporated by reference in Item 3 of Part II of the registration
statement (which are incorporated by reference in this Section 10(a)
prospectus), or other documents required to be delivered to eligible
persons pursuant to Rule 428(b).  Such requests may be made to the
attention of the following:

                             David Hardy, Esq.
                            I-Link Incorporated
                       13751 S. Wadsworth Park Drive
                                 Suite 200
                             Draper, UT 84020
                              (801) 576-5000
PART II

                INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

     The following documents, including any amendments thereto, filed by
the Company with the SEC are incorporated by reference in this
registration statement and shall be deemed to be a part hereof from the
date of filing of such documents.

     (a)     The Company's latest annual report, whether or not filed
             pursuant to Section 13(a) or 15(d) of the Exchange Act of
             1934, as amended (the "Exchange Act").

     (b)     All documents filed by the Company pursuant to Sections
             13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to
             the date of this registration statement and prior to the
             filing of a post-effective amendment which indicates that all
             of the securities  offered hereby have been sold or which
             deregisters all securities then remaining unsold.

     (c)     All other reports filed pursuant to Section 13(a) or 15(d)
             of the Exchange Act since the end of the fiscal year covering
             documents referred to in paragraph (b) above.

     (d)     The description of the Company's common stock contained in
             the Company's registration statement on Form S-2 filed
             pursuant to the Securities Act (File No. 333-70645) and
             reports filed for the purpose of updating that description.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     None.

Item 6.  Indemnification of Officers and Directors.

     Section 607.0850 of the Florida Business Corporation Act empowers a
corporation to indemnify any person who was or is a party to a proceeding
by reason of the fact that he was or is an officer, director, employee or
agent of the corporation against liability incurred in connection with such
proceeding.  Such person must have acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
corporation.  With respect to any criminal proceeding, such person must
have had no reasonable cause to believe his conduct was unlawful.
Moreover, indemnification of officers, directors, employees or agents of
the Company is only appropriate when determined to be proper under the
applicable standard of conduct by a majority vote of a quorum of the
Company's board of directors, excluding any directors seeking
indemnification.

     Indemnification is not exclusive under the Florida Business
Corporation Act, however, indemnification is not permitted to be made on
behalf of any person if a judgment or final adjudication establishes:
(1) a violation of the criminal law, unless such person had reasonable
cause to believe his conduct was lawful or no reasonable cause to believe
his conduct was unlawful; (2) such person derived an improper personal
benefit from the transaction; (3) as to any director, such proceeding
arose from an unlawful distribution under Section 607.0834 of the Florida
Business Corporation Act; or (4) willful misconduct or a conscious
disregard for the best interests of the Company in a proceeding by the
corporation or a stockholder.

     The Company's bylaws provide that the Company shall indemnify any such
person to the fullest extent provided by law and empowers the Company to
purchase and maintain insurance on behalf of any such person.

     The Company previously entered into indemnification agreements with
certain officers and directors of the Company for indemnification against
expenses (including attorneys' fees, through all proceedings, trials, and
appeals), judgments, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending, or contemplated
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, arising from any actual or alleged breach of duty, neglect,
effort, or other action taken or omitted, solely in the capacity as an
officer and/or a director of the Company; provided that no indemnification
will be made in respect of any acts or omissions: (1) involving gross
negligence or willful misconduct, (2) involving libel or slander, or (3)
based upon or attributable to gaining, directly or indirectly, any profit
or advantage to which he or she was not legally entitled.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     The following exhibits are filed herewith as part of this registration
statement and are specifically incorporated herein by reference:

  Exhibit No.  Exhibit

       4       1997 Recruitment Stock Option Plan of Medcross, Inc. (now
               known as I-Link Incorporated)
       5       Opinion of Counsel
     23.1      Consent of PricewaterhouseCoopers LLP
     23.2      Consent of Counsel (included in Exhibit 5)
      24       Power of Attorney (included in signature page)

Item 9. Undertakings.

     The Company hereby undertakes:

     (a)     Rule 415 Offering.

     (1)     To file, during any period in which it offers or sells
securities, 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
change 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)     Subsequent Exchange Act Documents Incorporated by Reference.

     The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or 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 therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c)     Indemnification.

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

     Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Draper, Utah, on September 8,
1999.

                              I-LINK INCORPORATED

                              By:  /s/ John W. Edwards
                                   John W. Edwards, Chairman of the Board,
                                   President and Chief Executive Officer

                             POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the date indicated.

     Each person whose signature appears below in so signing constitutes
and appoints John W. Edwards and David E. Hardy and each of them acting
alone, his true and lawful attorney-in-fact, with full power of
substitution, for him in any and all capacities, to execute and cause to be
filed with the Securities and Exchange Commission any and all amendments
and exhibits thereto and other documents in connection therewith, and
hereby ratifies and confirms all that said attorney-in-fact or his
substitute or substitutes may do or cause to be done by virtue hereof.

Signature                       Title                    Date

 /s/ John W. Edwards          Chairman of the Board,     September 8, 1999
John W. Edwards               President and Chief
                              Executive Officer

 /s/ John M. Ames             Senior Vice President,     September 8, 1999
John M. Ames                  Chief Operating Officer
                              and Acting Chief
                              Financial Officer

 /s/ David E. Hardy           Secretary                  September 8, 1999
David E. Hardy

 /s/ Henry Y.L. Toh           Director and Assistant     September 8, 1999
Henry Y.L. Toh                Secretary
/s/ Thomas A.  Keenan        Director                   September 8, 1999
Thomas A. Keenan

 /s/ Joseph A. Cohen          Director                   September 8, 1999
Joseph A. Cohen

 /s/ David R. Bradford        Director                   September 8, 1999
David R. Bradford