SECURITIES AND EXCHANGE COMMISSION
                                      WASHINGTON, D.C.  28549



                                             FORM S-8

                                      REGISTRATION STATEMENT
                                             UNDER THE
                                      SECURITIES ACT OF 1933

                                  COMMISSION FILE NUMBER 33-17679

                                    PIERCE INTERNATIONAL, INC.
                      (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



                  COLORADO                                      84-1067694
(STATE OR OTHER JURISDICTION OF                              (I.R.S.EMPLOYER
INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)
13275 FREMONT PLACE, SUITE 101A
ENGLEWOOD, COLORADO                                            80112
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)

                                          NOT APPLICABLE
                                       (FULL TITLE OF PLAN)



  PIERCE D. PARKER, 13275 FREMONT PLACE, SUITE 101A, ENGLEWOOD, COLORADO 80112
                              (NAME AND ADDRESS OF AGENT FOR SERVICE)

    TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (303)792-0719

              AN INDETERMINATE AMOUNT OF PLAN INTERESTS ARE COVERED BY THIS
                       REGISTRATION STATEMENT PURSUANT TO RULE 416(e)

                                  CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
TITLE OF EACH CLASS                        PROPOSED    PROPOSED    AMOUNT OF
OF SECURITIES       AMOUNT OF SHARES  OFFERING PRICE  AGGREGATE  REGISTRATION
 TO BE REGISTERED   TO BE REGISTERED      PER SHARE    OFFERING      FEE (1)
                                                        PRICE   
<S>                    <C>                   <C>        <C>           <C>  
COMMON STOCK,
WITHOUT PAR VALUE
PER SHARE......        400,000               $0.30      $120,000      $35.40

COMMON STOCK,
WITHOUT PAR VALUE
PER SHARE......         60,000               $0.20       $12,000       $3.54

TOTAL..........        460,000         $0.20 - $0.30    $132,000      $38.94

</TABLE>


(1)  The registration fee applies to all of the shares  of  the Common Stock to
be issued as a result of this Registration Statement.

<PAGE>
                          PIERCE INTERNATIONAL, INC.
               DOCUMENTS CONSTITUTING A SECTION 18(a) PROSPECTUS
                 PURSUANT TO A FORM S-8 REGISTRATION STATEMENT
                             FILED MARCH 26, 1998

            THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
                  SECURITIES THAT HAVE BEEN REGISTERED UNDER
                          THE SECURITIES ACT OF 1933

      In   connection  with  the  Registration  Statement  on  Form  S-8   (the
"Registration  Statement") filed by Pierce International, Inc., (the "Company")
with the Securities  and  Exchange  Commission  on March 26, 1998 the following
shall constitute a prospectus that meets the requirements  of  Section 18(a) of
the Securities Act of 1933:

      1.    GENERAL PLAN INFORMATION.

            (a)   The  agreements  (the  "Agreements") between the Company  and
Progressive  Media Group, Inc. and Charles  Henry,  (the  "Participants")  with
respect to the payment of fees in shares of the Company's common stock, without
par value per share (the "Securities"),  and  the  price per share at which the
Securities are to be issued to the Participants in payment  of  their  fees are
more fully described in Exhibits "A-1 and A-2" attached hereto and incorporated
herein by reference for all purposes:
<TABLE>
<CAPTION>

      NAME                       FEES          PRICE PER    NUMBER OF
                                                 SHARE         SHARES
<S>                        <C>               <C>           <C>
Progressive Media 
 Group, Inc.                $120,000.00      $ 0.30        400,000
Charles Henry               $ 12,000.00      $ 0.20         60,000

                            $132,000.00  $0.20 - $0.30     460,000
</TABLE>
            (b)   The  Agreements  constitutes  an  employee  benefit  plan  as
described  in  Rule  465  promulgated  under  the  Securities  Act of 1933 (the
"Plan").  The Securities will be offered pursuant to the Plan.

            (c)  The general nature and purpose of the Plan is to allow for the
payment of fees due and owing by the Company to the Participants in the form of
the  Company's  registered Securities.  The Plan will terminate as  soon  after
filing of the Registration  Statement, as the Securities called for in the Plan
have been issued to the Participants,  which  date will not occur after May 31,
1998.  It is not contemplated that the Plan will  be subject to modification or
extension.

            (d)   The  Plan  does  not have any administrators.   However,  the
Participants  may  contact the Company  at  the  address  or  telephone  number
described in Paragraph  11  below  to  obtain  additional information about the
Plan.

            (e)   The  Plan is not subject to the  Employee  Retirement  Income
Security Act of 1974.  The  Participants are consultants who have provided bona
fide services to the Company,  none  of  such services being in connection with
the  offer  or  sale  of  Securities  of  the  Company   in  a  capital-raising
transaction.

      2.    SECURITIES TO BE OFFERED.  The Securities to be offered pursuant to
the Plan are shares of the Company's common stock, without par value per share.
The common stock of the Company has been registered under  Section  12  of  the
Securities Exchange Act of 1934.

      3.    EMPLOYEES  WHO  MAY PARTICIPATE IN THE PLAN.  Only the Participants
described above may participate in the Plan.
<PAGE>
      4.    PURCHASE  OF SECURITIES  PURSUANT  TO  THE  PLAN  AND  PAYMENT  FOR
SECURITIES OFFERED.

            (a)  The Participants  may participate in the Plan only for so long
as it takes to file the Registration  Statement and issue the Securities to the
Participants as called for herein.  Thereafter, the Participants shall not have
any further interest in the Plan.  The  only  Securities to be purchased by the
Participants are described herein or in the Agreements  between the Company and
the Participants.  The purchase price per share of the Company's Securities for
the Participants is as set forth above.

            (b)  Payment for the Securities to be purchased by the Participants
pursuant to the Plan will be the extinguishment of any further liability by the
Company  to  any  said  Participant  with respect to the obligations  described
herein.

            (c)  There will be no reports  delivered  to the Participants as to
the amounts and status of its account.

            (d)   The  Securities will be issued to the Participants,  who  may
sell the Securities in the  open  market.   The Company will receive no fees or
other compensation for the Securities other than the extinguishment of the debt
to the Participants as described herein.

      5.    RESALE RESTRICTIONS.  There will  be  no restrictions on the resale
of the Securities by the Participants.

      6.    TAX EFFECTS OF PLAN PARTICIPATION.  The  receipt  of the Securities
by the Participants will be the receipt of ordinary income since the Securities
will  have  been  received  by  the  Participants  in  exchange  for  services.
Consequently,  the  Participants  will be taxed currently for the value of  the
Securities pursuant to Section 61 of  the  Internal  Revenue  Code  of 1986, as
amended.

      7.    INVESTMENT OF FUNDS.  There is no provision under the Plan  whereby
the  Participants  may  direct  the investment of all or any part of the assets
under the Plan.

      8.    WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST.  The Participants
are not able to withdraw from, terminate,  or  assign  their  interests  in the
Plan.

      9.    FORFEITURES  AND  PENALTIES.   There is no event which could, under
the Plan, result in a forfeiture by, or a penalty to, the Participants.

      10.   CHARGES AND DEDUCTIONS, AND LIENS  THEREFOR.   There are no charges
and  deductions that may be made against the Participants, the  Securities,  or
assets  of  the  Plan, or the creation of any lien on any funds, securities, or
other property held under the Plan.

      11.   INFORMATION  CONTAINED  IN THE REGISTRATION STATEMENT.  The Company
shall  furnish  to  the Participants, without  charge,  upon  written  or  oral
request, the documents  incorporated  by  reference in Item 3 of Part II of the
Registration Statement, all of such documents  being  incorporated by reference
in  this  Section  10(a)  Prospectus.  The Company shall also  furnish  to  the
Participants, without charge, upon written or oral request, any other documents
required to be delivered to  employees  of  the Company pursuant to Rule 428(b)
promulgated  under the Securities Act of 1933.   Any  such  request  should  be
directed to the  Company  at  Pierce  International, Inc., 13275 Fremont Place,
Suite 101A, Englewood, Colorado  80112,  telephone  (303) 792-0719, and telefax
(303) 799-6469.
<PAGE>
      12.   INFORMATION  CURRENTLY  FURNISHED.   The  Participants   have  been
furnished with copies of the Company's Form 10-K for the fiscal year ended June
30, 1997 and Form 10-Q for the quarterly period ending December 31, 1997.

      13.   INFORMATION  TO  BE  FURNISHED  IN  THE  FUTURE.  The Company shall
deliver to the  Participants copies of all reports, proxy  statements and other
communications distributed to its security-holders generally, and such material
shall be sent or delivered no later than the time that it is  sent to security-
holders of the Company.


Attachments:

Exhibits "A-1 and A-2" - The Agreements.
<PAGE>
                                 EXHIBIT A - 1
<PAGE>
                            PROGRESSIVE MEDIA GROUP
                               ONE TIME PROGRAM

                             CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT made this 5th day of February 1998, by and between

                         PROGRESSIVE MEDIA GROUP, INC.
                             200 E ROBINSON STREET
                                   SUITE 450
                            ORLANDO, FLORIDA  32801
                                (800-262-9798)

a Florida Company (hereinafter referred to as "PMG"), and

                          PIERCE INTERNATIONAL, INC.
                             13275 E FREMONT PLACE
                                    #101-A
                             ENGLEWOOD, CO  80112
                                (303-799-6469)

(hereinafter referred to as "COMPANY", collectively PMG and COMPANY hereinafter
referred to as "THE PARTIES"

                                  WITNESSETH:

      WHEREAS,  PMG  is  an  investor relations, direct marketing,  publishing,
public relations and advertising  firm  with  expertise in the dissemination of
information  about  publicity  traded companies, and  is  in  the  business  of
providing investor relations services,  public  relations services, publishing,
advertising services, fulfillment services, marketing  of  business formats and
opportunities and other related programs, services and products, and

      WHEREAS, COMPANY is considering becoming a public entity; and

      WHEREAS,  COMPANY desires to raise capital through prospective  investors
and shareholders; and

      WHEREAS, PMG  is  willing  to  accept  COMPANY as a client on a six month
basis effective on the above date;

      WHEREAS,  COMPANY requires investor relations  services  and  desires  to
employ and/or retain PMG to provide such services as an independent contractor,
and PMG is agreeable  to  such a relationship and/or agreement, and the parties
desires a written document  formalizing  and  defining  their  relationship and
evidencing the terms of their agreement;

      THEREFORE, in consideration of the mutual covenants contained  herein, it
is agreed as follows:
<PAGE>

                        DEFINITIONS AND INTERPRETATIONS

1.  CAPTIONS AND SECTION NUMBERS
The  headings  and  section  references  in  this  Consulting Agreement are for
convenience or reference only and do not form a part  of this Agreement and are
not intended to interpret define or limit the scope extent  or  intent  of this
Consulting Agreement or any provisions thereof.

2.  EXTENDED MEANINGS
The  words "hereof", "herein", hereunder" and similar expressions used  in  any
clause  ,  paragraph  or  section of this agreement will relate to the whole of
this Consulting Agreement and  not  to  that clause, paragraph or section only,
unless otherwise expressly provided.

3.  NUMBER OF GENDER
In this Consulting Agreement, words importing  the masculine gender include the
feminine or neuter gender and words in the singular include the plural and vice
versa.

4.  SECTION REFERENCES AND SCHEDULES
Any  reference  to  a  particular "article", "section",  "paragraph"  or  other
subdivision of this Consulting  Agreement  and  any  reference  to  a schedule,
exhibit  or  addendum  by  name, number and or letter will mean the appropriate
schedule, exhibit or addendum attached to this Consulting Agreement and by such
reference is incorporated into and made part of this Consulting Agreement.

                                   AGREEMENT

5.  APPOINTMENT
COMPANY hereby appoints and engages PMG as its investor relations counselor and
hereby  retains and employees  PMG  upon  the  terms  and  conditions  of  this
Consulting  Agreement.   PMG accepts such appointment and agrees to perform the
services upon the terms and conditions of said Consulting Agreement.

6.  ENGAGEMENT
COMPANY engages PMG to pursue raising capital, either through public or private
shares  or  through prospective  investors  and  shareholders  and  as  further
described below  and  subject  to  the  further  provisions  of this Consulting
Agreement,  PMG  hereby  accepts  said engagement and COMPANY as a  client  and
agrees to publicize COMPANY as further  described  below  and  subject  to  the
further provisions of this Consulting Agreement.

7.  AUTHORITY AND DESCRIPTION OF SERVICES
During  the  term  of  this  Agreement,  PMG shall furnish various professional
services and advice a specifically requested  by Dr. Pierce D. Parker, Chairman
who is an authorized representative of COMPANY,  and  holds the position and/or
title of President with COMPANY.  Said professional services  and  advice shall
relate  to  those  services,  items and/or subjects described in ADDENDUM  "A",
which is attached hereto and made  a  part  hereof by this reference, and/or as
follows:

      (a)  PMG shall act, generally, as corporate  investor  relations counsel,
essentially acting (1) as liaison between COMPANY and prospective investors and
shareholders, (2) as advisor to COMPANY with respect to existing  and potential
market makers, broker-dealers, underwriters and investors as well as  being the
liaison  between  COMPANY and such persons; and (3) as advisor to COMPANY  with
respect  to communications  and  information,  including  but  not  necessarily
limited to  preparation  of a research report, planning, developing, designing,
organizing, writing and distributing such communications and information.
<PAGE>
      (b)  PMG shall assist  in establishing and advise COMPANY with respect to
interviews of COMPANY officers  by  the  financial media, interviews of COMPANY
officers by analysts, market makers, broker-dealers,  and  other members of the
financial community.
      (c)   PMG shall seek to make COMPANY, its management, its  products,  and
its financial  situation  and prospects known to the financial media, financial
publications, broker-dealers,  mutual  funds,  institutional  investors, market
makers,  analysts,  investment  advisors,  and  other members of the  financial
community as well as the public generally.
      (d)  PMG, in providing the foregoing services,  shall  be responsible for
all reasonable costs of providing the services, including, but  not limited to,
out-of-pocket  expenses for postage, delivery services (e.g. Federal  Express),
telephone charges,  compensation  to  third  party  vendors, copywriters, staff
writers, art and graphic personnel, subcontractors, printing, etc.
      (e)  PMG's compensation under this Consulting Agreement  shall  be deemed
to  include  the above mentioned costs and expenses, unless otherwise expressly
provided herein.
      (f)  Marketing  Program:   Including, but not necessarily limited to, the
following components:  (i) PMG reviews  and  analyzes  all  aspects  of COMPANY
goals  and  makes  recommendations  on  feasibility  and achievement of desired
goals; (ii) PMG provides through their network, firms and brokers interested in
participating  and  schedules  and  conducts the necessary  due  diligence  and
obtains the required approvals necessary  for  those firms to participate.  PMG
interviews and makes determinations on any firms or brokers referred by COMPANY
with regard to their participation; and (iii) PMG shall be available to COMPANY
to field calls from firms and brokers inquiring about COMPANY.

8.  TERM OF AGREEMENT
This agreement shall become effective upon execution  hereof and shall continue
thereafter up to and including August 5th, 1998, or in  the  case  of  specific
services  until such time as such matters are finalized to the satisfaction  of
both COMPANY  and  PMG.  It is expressly acknowledged and agreed by and between
the parties hereto that  PMG  shall  not  be  obligated to provide any services
and/or perform any work related to this Consulting  Agreement  until  such time
any  agreed  and/or specified retainer (deposit, initial fee, down-payment)  in
U.S. funds, and/or  other  specified  and/or  agreed valuable consideration has
been received by PMG.

9.  WHERE SERVICES SHALL BE PERFORMED
PMG services shall be performed at the main office  location  of  PMG, or other
such  designated location(s) as PMG and COMPANY agree are the most advantageous
for the work to be performed.

10.  LIMITATIONS ON SERVICES
The parties  hereto recognize that certain responsibilities and obligations are
imposed by federal  and  state  securities laws and by the applicable rules and
regulations of stock exchanges, the National Association of Securities Dealers,
in house "due diligence" or "compliance"  departments of brokerage houses, etc.
Accordingly, PMG agrees as follows:

      (a)  PMG shall NOT release any financial  or  other  information  or data
about COMPANY without the consent and approval of COMPANY.
      (b)   PMG  shall NOT conduct any meetings with financial analysts without
informing COMPANY  in  advance of any proposed meeting, the format or agenda of
such meeting and COMPANY  may  elect to have a representative of COMPANY attend
such meeting.
      (c)  PMG shall NOT release  any  information or data about COMPANY to any
selected or limited person(s), entity or  group  if  PMG  is  aware  that  such
information or data has not been generally released or promulgated.
<PAGE>
      (d)  After notice by COMPANY of filing for a proposed public offering  of
securities  of  COMPANY  and during any period of restriction on publicity, PMG
shall not engage in any public  relations  efforts  not  in  the  normal course
without  approval of counsel for COMPANY and of counsel for the underwriter(s),
if any.

11.  DUTIES OF COMPANY
      (a)   COMPANY  shall  supply  PMG, on a regular and timely basis with all
approved data and information about COMPANY,  its  management, its products and
its operations, and COMPANY shall be responsible for  advising PMG of any facts
which  would  affect the accuracy of any prior data and information  previously
supplied to PMG so that PMG may take corrective action.
      (b)  COMPANY  shall  promptly supply PMG with full and complete copies of
all things with all federal  and  state  securities  agencies;  with  full  and
complete  copies  of  all shareholder reports and communications whether or not
prepared with the assistance  of PMG; with all data and information supplied to
any analyst, broker-dealer, market  maker,  or  other  member  of the financial
community;  and  with  all  product/services  brochures,  sales material,  etc.
COMPANY  shall  supply  PMG  within  15  days  of execution of this  Consulting
Agreement, with a list of all shareholders on 3-1/2 inch computer disk in ASCII
or some other common universal format.
      (c)   PMG  reports  are  not  intended  to be used  in  the  offering  of
securities.  Accordingly, clients must agree to each of the points listed below
and to indemnify PMG for any breach of these representations and covenants.

            (i)   COMPANY  is not presently engaged  in  a  private  or  public
offering  of securities, including  S-8  or  Regulation  S,  or  including  any
continuing distribution, whether or not exempt, that will not be included prior
to the issuance  of  a  PMG  research  report  on  COMPANY,  and COMPANY has no
intention of making such an offering within the next 90 days.   An  "evergreen"
prospectus for employee stock option and other plans will not preclude issuance
of PMG research reports.
(INITIAL)

            (ii)  COMPANY will immediately notify PMG if it intends to make any
private or public offering of securities, including S-8 or Regulation S.
(INITIAL)

            (iii)   COMPANY will immediately notify PMG at least 30 days  prior
to any insider selling of clients stock.
(INITIAL)

            (iv)  COMPANY  will  not  use  PMG  reports  in connection with any
offering of securities without the prior written consent of PMG.
(INITIAL)

      (d)   In  that  PMG  relies  on  information  provided by COMPANY  for  a
substantial part of its preparations and reports.  COMPANY  must represent that
said  information is neither false nor misleading and agrees to  hold  harmless
and indemnify  PMG  for  any breach of these representations and covenants, and
sale of COMPANY securities  occurring  out  of,  or  in  connection with, PMG's
relationship with COMPANY, including, without limitation, reasonable attorneys'
fees and other costs arising out of any such claims.
(INITIAL)

      (e)  In  that  PMG shareholders, officers, employees, and/or  members  of
their families may hold  a  position in and engage in transactions with respect
to COMPANY
<PAGE>
securities and in light of the fact that PMG imposes restrictions on
such transactions to guard against  trading  on  the base of material nonpublic
information, COMPANY shall contemporaneously notify  PMG  if any information or
data being supplied to PMG has not been generally released or promulgated.

12.  REPRESENTATION AND INDEMNIFICATION
      (a)  COMPANY shall be deemed to make a continuing representation  of  the
accuracy  of any and all material facts, materials, information, and data which
it supplies  to  PMG,  and the COMPANY acknowledges its awareness that PMG will
relay on such continuing  representation  in disseminating such information and
otherwise performing its investor relations functions.
      (b)  PMG, in the absences of notice in writing from COMPANY, will rely on
the  continuing  accuracy  of  materials, information,  and  data  supplied  by
COMPANY.
      (c)  COMPANY hereby agrees to hold harmless and indemnify PMG against any
claims, demands, suits, loss, damages,  etc. arising out of PMG's reliance upon
the  instant  accuracy  and  continuing  accuracy  of  such  facts,  materials,
information, and data, unless PMG has been  negligent  in performing its duties
and obligations hereunder.
      (d)   COMPANY  hereby authorizes PMG to issue, in PMG's  sole  discretion
corrective amendatory, supplemental, or explanatory press releases, shareholder
communications and reports or data supplied to analysts, broker-dealers, market
makers, or other members of the financial community.
      (e)  COMPANY shall  cooperate  fully and timely with PMG to enable PMG to
perform its duties and obligations under this agreement.
      (f)   The  execution and performance  of  this  Consulting  Agreement  by
COMPANY has been duly  authorized  by  the  Board  of  Directors  of COMPANY in
accordance  with applicable law, and, to the extent required, by the  requisite
number of shareholders of COMPANY.
      (g)  The  performance  by  COMPANY of this agreement will not violate any
applicable court decree or order,  law  or  regulation, nor will it violate any
provision  of the organizational documents and/or  bylaws  of  COMPANY  or  any
contractual obligation by which COMPANY may be bound.
      (h)  COMPANY  shall  promptly  deliver  to  PMG  a complete due diligence
package to include latest 10K, latest 10Q, last 6 months  of press releases and
all other relevant materials, including but not limited to  corporate  reports,
brochures, etc.
      (i)   COMPANY  shall  provide  to  PMG  expenses  for travel to COMPANY'S
headquarters to conduct due diligence.
      (j)  COMPANY shall promptly deliver to PMG a list of  names and addresses
of all shareholders of COMPANY which it is aware.  This list  shall be upgraded
at PMG's request.
      (k)  COMPANY shall promptly deliver to PMG a list of brokers  and  market
makers of COMPANY securities which have been following COMPANY.
      (l)   Because  PMG  will  rely  on  such information to be supplied it by
COMPANY,  all  such  information  shall be true,  accurate,  complete  and  not
misleading, in all respects.
      (m)  COMPANY shall act diligently  and  promptly  in  reviewing materials
submitted  to  it  by PMG to enhance timely distribution of the  materials  and
shall inform PMG of any inaccuracies contained therein within a reasonable time
prior to the projected or known publication date.

13.  COMPENSATION - SEE ADDENDUM "A"
      (a)  For all general  investor  relations  services,  COMPANY  shall make
payment to PMG as follows:
<PAGE>

      ADDENDUM  "A",   $U.S.  funds  upon  the  execution  of  this  Consulting
Agreement; and
      ADDENDUM "A",  $U.S. funds per month, due and payable on the first day of
each month without billing thereafter; and

      (b)   All  moneys  payable hereunder shall be in U.S. funds and drawn  on
U.S.  banks.   The  parties acknowledge  that  in  negotiating  this  fee  they
recognized that the services  will  probably  not be performed in equal monthly
segments, but may be substantial during the earlier  portion  of  the  term and
less  thereafter  as  relationships  and  communication  lines are established.
Thus,  part  of  the  compensation  for earlier services will be  deferred  and
therefore  any  lessening  of  services  shall   not  constitute  a  breach  or
termination hereof and the level fee shall continue.
      (c)   See ADDENDUM "A" for further details related  to  compensation,  if
any.
      (d)  For  all  special  services  not within the scope of this agreement,
COMPANY shall pay to PMG such fee(s) as,  and when, the parties shall determine
in advance of performance of said special services, provided COMPANY has agreed
to said special services in advance.

14.  BILLING AND PAYMENT
Monthly fees or payments shall be due and payable without billing.  Billing and
payments for special services shall be agreed on a case by case basis.  COMPANY
acknowledges and agrees that deposits, initial payments, down payments, partial
payments, payments for special services, monthly fees or monthly payments shall
be by wire to PMG's bank account upon execution of any agreement or agreements;
or upon payment due date in the case of monthly fees or monthly payments; or in
the case of special services, by the first day of the preceding month that work
is scheduled to be performed, unless expressly  provided  otherwise in writing,
and that if such funds are not received by PMG by said date,  COMPANY shall pay
to PMG an additional operations charge equal to 1% for each day  said funds are
not received.

15.  PMG AS AN INDEPENDENT CONTRACTOR
PMG  shall  provide  said services as an independent contractor and not  as  an
employee of COMPANY or  any  affiliate  of any company affiliated with COMPANY.
PMG has no authority to bind COMPANY or any  affiliate  of COMPANY to any legal
action, contract, agreement, or purchase; and such action  can not be construed
to  be made in good faith or with the acceptance of COMPANY,  thereby  becoming
the sole  responsibility  of PMG.  PMG is not entitled to any medical coverage,
life insurance, savings plans,  health insurance, or any and all other benefits
afforded COMPANY employees.  PMG  shall  be solely responsible for any Federal,
State, or Local Taxes, and should COMPANY  for  any  reason  be required to pay
taxes at a later date, PMG shall reassure such payment is made  by PMG, and not
by COMPANY.  PMG shall be responsible for all workers compensation payments and
herein   holds   COMPANY   harmless   for   any   and  all  such  payments  and
responsibilities related hereto.

16.  PMG NOT TO ENGAGE IN CONFLICTING ACTIVITIES
During the term of this agreement, PMG shall not engage  in any activities that
directly conflicts with the interests of COMPANY.  COMPANY  hereby acknowledges
notification  by  PMG and understands that PMG does, and shall,  represent  and
service other and multiple  clients  in the same manner as it does COMPANY, and
that COMPANY is not an exclusive client of PMG.

17.  TRADE SECRETS AND INVENTIONS
PMG shall treat as proprietary any and  all  information  belonging to COMPANY,
its
<PAGE>
affiliates, or any third parties, disclosed to PMG in the  course  of  the
performance  of  PMG  services.  PMG assigns and agrees to assign to COMPANY or
its nominee all rights in invention and other proprietary information conceived
by PMG during the term  of  this  agreement  with respect to any work performed
under said agreement.

18.  INSIDE INFORMATION - SECURITIES VIOLATIONS
In  the  course  of  the performance of this agreement,  it  is  expected  that
specific sensitive information  concerning  the  operations of COMPANY business
and/or affiliate companies shall come to the attention  and  knowledge  of PMG.
In  such  event  PMG  will  not  divulge,  discuss,  or  otherwise  reveal such
information to any third parties.

19.  DISCLOSURE
PMG  is  required  to  disclose  any outside activities or interests, including
ownership  or  participation  in the  development  of  prior  inventions,  that
conflict or may conflict with the  best  interests  of COMPANY.  It is mutually
understood  that  prompt  disclosure is required under this  paragraph  if  the
activity or interest is related,  directly  or indirectly, to any activity that
PMG may be involved with on behalf of the COMPANY.

20.  WARRANTY AGAINST CONTEMPLATION OF AGREEMENT RELATED CORRUPT PRACTICES
PMG represents and warrants that all payments and other valuable considerations
paid or to be paid under this agreement constitutes  compensation  for services
rendered,   that   this   agreement   and   all  payments  and  other  valuable
considerations and the use of those payments  and  valuable  considerations are
non-political in nature, and that said payments and valuable considerations  do
not influence, sway or bribe any government or municipal party, either domestic
or foreign, in any way.

21.  AMENDMENTS
This  agreement  may  be  modified  or  amended, provided such modifications or
amendments are mutually agreed upon by and  between the parties hereto and that
said  modifications  or  amendments are made in  writing  and  signed  by  both
parties.

22.  SEVERABILITY
If any provision of this agreement shall be held to be contrary to law, invalid
or unenforceable for any reason,  the remaining provisions shall continue to be
valid and enforceable.  If a court  finds  that any provision of this agreement
is  contrary  to  law,  invalid or unenforceable  and  that  by  limiting  such
provision it would become  valid  and enforceable, then such provision shall be
deemed to be written, construed, and enforced as so limited.

23.  TERMINATION OF AGREEMENT
This Consulting Agreement may not be  terminated  by  either party prior to the
expiration of the term provided in Paragraph 8 above except as follows:
      (a)   Upon  the  bankruptcy  or liquidation of the other  party,  whether
voluntary or involuntary.
      (b)  Upon the other party taking  the  benefit  of  any  insolvency  law,
and/or
      (c)  Upon the other party having or applying for a receiver appointed for
either                   party.
      (d)  60-day written notice by either party.
      (e)  Upon fraudulent representations.

24.  ATTORNEY FEES
In  the  event  either  party  is in default of the terms or conditions of this
Consulting Agreement and legal action is initiated or suit be entered as a
result of such default, the prevailing party shall be entitled to  recover  all
costs  incurred  as  a  result  of such default 
<PAGE>
including all costs, reasonableattorney fees, expenses and court  costs  through
trial,  appeal  and to final disposition.

25.  RETURN OF RECORDS
Upon termination of this agreement, PMG shall deliver all records, notes, data,
memorandum, models and equipment of any nature that are in the control  of  PMG
that are the property of or relate to the business of COMPANY.

26.  WAIVER OF BREACH
Waiver  by  either  party of a breach of any provision of this agreement by the
other party shall not  operate  or  be  construed as a waiver of any subsequent
breach by the other party.

27.  DISCLAIMER BY PMG
PMG shall be the preparer of certain promotional  materials;  and  PMG  make no
representation  to  COMPANY  or  others  that; (a) its efforts or services will
result in any enhancement to COMPANY, (b)  the  price  of  COMPANY's  publicity
traded  securities  will  increase,  (c)  any  person  will  purchase COMPANY's
securities,  or (d) any investor will lend money to and/or invest  in  or  with
COMPANY.

28.  EARLY TERMINATION
In the event COMPANY fails or refuses to cooperate with PMG or fails or refuses
to make timely  payment  of the compensation set forth above and/or in ADDENDUM
"A", PMG shall have the right  to  terminate any further performance under this
agreement.   In such event, and upon  notification  thereof,  all  compensation
shall become immediately  due and payable and/or deliverable:  and PMG shall be
entitled to receive and retain  the  same  as  liquidated  damages and not as a
penalty.   In  lieu of all other remedies, the parties hereby  acknowledge  and
agree that it would be too difficult currently to determine the exact extent of
PMG's damages, but  that  the  receipt  and retention of such compensation is a
reasonable present estimate of such damage.

29.  LIMITATION OF PMG LIABILITY
In the event PMG fails to perform its work  or  services  hereunder, its entire
liability  to  COMPANY shall not exceed the lessor of (a) the  amount  of  cash
compensation PMG  has  received  from COMPANY under Paragraph 13 above, (b) the
amount of cash compensation PMG has  received  from COMPANY under Addendum "A",
or (c) the actual damage to COMPANY as a result of such non-performance.  In no
event shall PMG be liable to COMPANY for any indirect, special or consequential
damages nor for any claim against COMPANY by any  person or entity arising from
or in any way related to this agreement.

30.  OWNERSHIP OF MATERIALS
All right, title and interest in and to materials to  be  produced  by  PMG  in
connection  with  this  Consulting  Agreement and other services to be rendered
under said agreement shall be and remain  the  sole  and  exclusive property of
PMG,  except  in  the event COMPANY performs fully and timely  its  obligations
hereunder, COMPANY  shall  be entitled to receive upon written request, one (1)
copy of all such materials.

31.  AGREEMENT NOT TO HIRE
COMPANY understands and appreciated  that  PMG  invested a tremendous amount of
time, energy and expertise in the training of its  employees  and  education of
its  sub  contractors to be able to provide the very services COMPANY  desires.
COMPANY further  understands that in the event an employee of PMG be enticed to
leave, then PMG shall  be  damaged  in  an  amount the parties are incapable of
calculating  at  the present time.  Therefore,  COMPANY  agrees  not  to  offer
employment to any  employee or sub-contractor
<PAGE>
of PMG nor to allow any employee, officer or director  of  COMPANY  to  offer 
such employment with COMPANY or any other company, concern, venture or entity  
with  whom officers and directors of COMPANY are employed, associated or hold 
a financial  stake  in for a period of three (3) years from the date of 
expiration or termination hereof.

32.  MISCELLANEOUS
      (a)  Effective date of representations shall be no later  than  the  date
PMG  is  prepared  to  distribute  magazine  and/or  brochures pursuant to this
agreement.
      (b)  Currency:  In all instances, references to  dollars  shall be deemed
to be United States Dollars.
      (c)  Stock:  In all instances, references to stock shall be  deemed to be
unrestricted and free trading.

33.  ARBITRATION
Any  controversy  or claim arising out of, relating to this agreement,  or  the
breach thereof, shall  be  settled  by arbitration in Orange County, Florida in
accordance with the rules then promulgated  by  said Courts and the Court shall
appoint an arbitrator, and judgment upon award rendered  may  be entered in the
courts  of  Orange  County,  Florida  or  any  other  court having jurisdiction
thereof, which award and/or judgment shall include reasonable attorney's fees.

34.  ACCEPTANCE BY PMG
This Consulting Agreement is not valid or binding upon  PMG  unless  and  until
executed by its President or other duly authorized executive officer of PMG  at
its home office in Orlando, Florida.

35.  NON-WAIVER
The  failure of either party at any time to require any such performance by any
other  part  shall  not  be construed as a waiver of such right to require such
performance and shall in no  way  affect  such  party's  right  to require such
performance  and  shall  in  no  way affect such party's right subsequently  to
require full performance hereunder.

36.  EXECUTION IN COUNTERPART
This agreement may be executed in  counterpart,  not  withstanding  the date or
dates  upon  which  this  agreement  is  executed  and  delivered by any of the
parties, and shall be deemed to be an original and all of which will constitute
one and the same agreement, effective as of the reference  date  first  written
above.

37.  FURTHER MUTUAL AGREEMENT(S)
It  is  further  mutually  agreed by and between the parties hereto as follows:
(write in)

IN WITNESS WHEREOF, the parties  hereto  have  set  their hands in execution of
this agreement.

For and in behalf of:         For and in behalf of:
COMPANY:                      PMG
PIERCE INTERNATIONAL, INC.    PROGRESSIVE MEDIA GROUP, INC.
                              a Florida Company

By: /S/ DR. PIERCE D. PARKER  By: /S/ MICHAEL DERRICK
         Dr. Pierce D. Parker          Michael Derrick
         Chairman                        VP
<PAGE>
                            PROGRESSIVE MEDIA GROUP
                                 ADDENDUM "A"

SPECIFIC SERVICES:  (See Attachments, if any)

      PHASE I

            -  Fulfillment of investor requests and/or inquiries
            -  Send company list of names and addresses of investor
            -  In-house common line 800 number for incoming investor
            -  Disburse information on behalf of company  to  various 
                 financial news service
            -  Handle all Broker-Dealer request on behalf of company

COMPENSATION TO PMG:  400,000 SHARES
<PAGE>
                            PROGRESSIVE MEDIA GROUP
                                 ADDENDUM "A"

It is mutually agreed by and between the parties hereto that in  the  event PMG
agrees to accept COMPANY'S free trading stock, either now or in the future,  as
full  or  partial  payment for any part or portion of PMG's compensation and/or
fee under this Consulting  Agreement,  that the number of such shares necessary
for such alternative compensation shall  be determined pursuant to a formula or
computation that discounts said shares from the bid price at a rate of 0% based
solely upon the 10-day previous average bid  price  as  of the date of any such
alternative compensation.  In the event the price of the  stock declines before
PMG is in receipt of said shares.  COMPANY agrees to increase the number of the
said shares in an amount necessary to equal the dollar value determined by said
formula  or  computation as specified herein.  In the event the  stock  is  not
received in PMG's account within 30 days from the execution of the date of this
agreement COMPANY  shall pay to PMG in U.S. funds an additional amount equal to
10% of the agreed-upon  value  of  said  shares  determined  by such formula or
computation  mentioned above as liquidated damages, and shall continue  and  be
applicable to  each  and  every  thirty-day  period  that  said  shares are not
received  by  PMG.   COMPANY  agrees said payment shall be wired to PMG  within
three days of any such default.   COMPANY acknowledges and agrees PMG shall not
provide or continue to provide services  until  all such fees are paid in full.
COMPANY  acknowledges  that  it has verified with its  attorneys,  accountants,
corporate  officers,  board  of  directors,   executive  decision  makers,  and
appropriate stock exchanges that said shares can,  in fact, be timely delivered
to PMG as agreed.

INITIALED:                     Initialed:

For and in Behalf of                For and in Behalf of
PIERCE INTERNATIONAL, INC.          PMG


/S/ DR. PIERCE D. PARKER            /S/ MICHAEL DERRICK
    DR. PIERCE D. PARKER               MICHAEL DERRICK
         CHAIRMAN                        VP



           DATE                                     DATE

<PAGE>
                                 EXHIBIT A - 2
<PAGE>
                         CONSULTING SERVICES AGREEMENT


      THIS  CONSULTING  SERVICES  AGREEMENT  (this "Agreement"),  dated  as  of
January 1, 1998, is between PIERCE INTERNATIONAL,  INC., a Colorado corporation
("PIERCE") and Charles Henry (the "Consultant").

                                   RECITALS

      A.  The Consultant is in the business of providing services of benefit to
PIERCE and PIERCE desires to engage the services of  the Consultant under terms
and conditions specified in this Agreement.

      B.   PIERCE  and  the Consultant intend that their  relationship  NOT  be
considered an employer-employee  relationship and desire to set forth the basic
terms of the understandings between them in this Agreement.

                                   AGREEMENT

      IN  CONSIDERATION of the foregoing  recitals,  other  good  and  valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
the mutual  covenants  set  forth  below,  PIERCE  and  the Consultant agree as
follows:

                                   ARTICLE I

                         NATURE AND SCOPE OF SERVICES

      Section 1.1  ENGAGEMENT.  PIERCE hereby agrees to engage  the services of
the Consultant and the Consultant hereby agrees to provide services  to  PIERCE
on the terms and conditions set forth in this Agreement.

      Section  1.2  TERM.  The term of this Agreement shall commence on January
1, 1998 and shall continue until August 1, 1998.

      Section 1.3  NATURE OF SERVICES.  The Consultant shall provide consulting
services related  to  the  manufacture,  sale,  marketing  and  distribution of
strawboard  manufacturing  equipment  and construction materials produced  from
such equipment.

      Section 1.4  COMPLIANCE WITH APPLICABLE  LAWS.   In  performing  services
under  this  Agreement, the Consultant shall comply with any and all applicable
laws, rules, orders,  and regulations of any governmental or quasi-governmental
agency having jurisdiction  over  the  activities  of  the  Consultant  or  the
business activities of PIERCE.
<PAGE>

                                  ARTICLE II

                            RELATION OF THE PARTIES

      Section  2.1  INDEPENDENT CONTRACTOR STATUS.  At all times the Consultant
shall be considered  for  all  purposes  to  be an independent contractor.  The
Consultant  shall not be considered an agent or  employee  of  PIERCE  for  any
purpose.

      Section  2.2  CONSULTANT RESPONSIBLE FOR OWN TAXES.  The Consultant shall
not be entitled  to  participate in any plans, arrangements or distributions by
PIERCE pertaining to or  in  connection with any benefits for regular employees
of PIERCE, including, but not  limited  to,  FICA  contributions and income tax
withholdings.   The  Consultant shall be responsible for  the  payment  of  all
applicable taxes and the  filing of all applicable tax reports and returns with
the appropriate government  entities  with respect to any income derived by the
Consultant pursuant to this Agreement.

      Section 2.3  CONSULTANT RESPONSIBLE  FOR  OWN  INSURANCE.  The Consultant
shall  be  responsible  for  providing  his own insurance,  including,  without
limitation, liability insurance and workman's compensation.

      Section  2.4   INDEPENDENT  DISCRETION.    The   Consultant   shall   use
independent  discretion  as  to the means by which the duties described in this
Agreement are accomplished.  The  methods  and  procedures  for  performing the
services  pursuant  to this Agreement are within the exclusive control  of  the
Consultant.

      Section 2.5  NO  JOINT  VENTURE.   PIERCE  and the Consultant acknowledge
that  nothing  in this Agreement shall constitute them  as  partners  or  joint
venturers in the performance of any activities contemplated by this Agreement.

      Section 2.6  NO WARRANTIES AUTHORIZED.  In connection with performance of
Consultant's obligations  under  this  Agreement,  the Consultant shall make no
warranties, oral or written, concerning any aspect of  the  business operations
of PIERCE which are not provided to the Consultant, in writing, by PIERCE.

                                  ARTICLE III

                           COMPENSATION FOR SERVICES

      Section  3.1   SERVICE FEE.  As compensation for the performance  of  the
Consultant's services  under this Agreement, PIERCE shall deliver 60,000 shares
of Pierce International, Inc. common stock to the Consultant.
                                   ARTICLE IV

                                CONFIDENTIALITY

      Section 4.1  BUSINESS  OPPORTUNITIES.   The  Consultant  shall present to
PIERCE in the first instance any business opportunity (a) which is presented to
or  discovered  by  the  Consultant  during  the  term  of this Agreement  (and
applicable renewals) and (b) which is either reasonably related  to any type of
business  activity  in  which  PIERCE is then engaged or was presented  to,  or
discovered by, the Consultant by  reason  of performance of Consultant's duties
under this Agreement.

      Section  4.2   CONFIDENTIAL  LISTS.   The   Consultant   recognizes   and
acknowledges  that  the  list  of  PIERCE's  shareholders, contacts, suppliers,
customers  and agents, as they may exist from time  to  time,  is  a  valuable,
special, and unique asset of PIERCE's business.  If such list is made available
to the Consultant,  the  Consultant will not, during the term of this Agreement
or at any time after termination  of  this Agreement, disclose such list or any
part of it to any person or entity for  any reason or purpose whatsoever in the
absence of written consent obtained from PIERCE.

      Section  4.3   CONFIDENTIAL  INFORMATION.    During   the  term  of  this
Agreement, the Consultant may have access to and become familiar  with  various
trade   secrets,   techniques,   inventions,  processes,  and  compilations  of
information and records which are  owned,  in  whole  or in part, by PIERCE and
which are regularly used in the operation of its business,  as  well as various
other  types  of  confidential  information  concerning  PIERCE's business  and
operations.  The Consultant shall not disclose any such trade  secrets or other
confidential   information,  nor  use  any  of  such  trade  secrets  or  other
confidential information,  during  the  term  of  this Agreement or thereafter,
except as required in the course of performing Consultant's  duties  under this
Agreement.   All  files,  records,  documents,  equipment,  and  similar  items
relating  to PIERCE's business, whether prepared by the Consultant or otherwise
coming into  his possession, shall remain the exclusive property of PIERCE and,
except as may  be  required  during  the  course of performance of Consultant's
duties under this Agreement, shall not be removed  by  the  Consultant from the
premises  of  PIERCE  without  the  prior  written consent of the President  of
PIERCE.
<PAGE>

                                   ARTICLE V

                           MISCELLANEOUS PROVISIONS

      Section 5.1  NO ASSIGNMENT.  This Agreement  and  all  rights,  benefits,
duties  and obligations under this Agreement shall not be subject to execution,
attachment  or  similar  process and, in the absence of written permission from
PIERCE, may not be assigned,  delegated,  transferred, pledged or hypothecated.
Any such assignment, delegation, transfer,  pledge,  hypothecation,  execution,
attachment  or similar process, to the extent permitted by law, shall be  null,
void and of no  effect whatsoever, unless the written consent of PIERCE and the
Consultant shall have first been obtained.

      Section 5.2   GOVERNING  LAW.   This  Agreement  is  made under, shall be
construed in accordance with, and shall be governed by the laws of the State of
Colorado as applied to contracts made and performed solely within  the State of
Colorado.

      Section  5.3   WAIVER  AND  MODIFICATION.   Any  waiver,  alteration   or
modification  of any of the provisions of this Agreement shall be valid only if
made in writing  and  signed  by the parties to this Agreement.  The failure of
either party to enforce at any  time,  or  for  any  period of time, any of the
provisions  of  this  Agreement  shall not be construed as  a  waiver  of  such
provisions or of the right of such party to enforce each and every provision of
this Agreement in the future.

      Section 5.4  SEVERABILITY.   Whenever  possible,  each  provision of this
Agreement  shall  be  interpreted  in such manner as to be valid and  effective
under applicable law, but if any provision  of  this  Agreement  is found to be
prohibited or invalid under applicable law, such provision shall be ineffective
to  the  extent  of  such  prohibition  or invalidity without invalidating  the
remainder of such provision or the remaining provisions of this Agreement.

      Section 5.5  ENTIRE AGREEMENT.  This  Agreement  constitutes and embodies
the entire understanding and agreement of the parties to  this  Agreement  and,
except  as  otherwise provided in this Agreement, there are no other agreements
or understandings, written or oral, in effect between the Consultant and PIERCE
(or any other  person or entity) specifically relating to the substance of this
Agreement.
<PAGE>

      Section  5.6    COUNTERPARTS.    This   instrument  may  be  executed  in
counterparts, each of which shall be deemed an  original,  but  both  of  which
taken together shall constitute one and the same instrument.

      IN  WITNESS  WHEREOF,  PIERCE  and  the  Consultant  have  executed  this
Agreement as of the day and year first above written.

                                    PIERCE INTERNATIONAL, INC.



                                    By:/S/ PIERCE D. PARKER
                                         ____________________
                                         Pierce D. Parker, President


                                    THE CONSULTANT



                                    /S/  CHARLES HENRY
                                         __________________________
                                         Charles Henry
<PAGE>
                                    PART II
                          INFORMATION REQUIRED IN THE
                            REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

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

            (a)  The Registrant's latest annual report.

            (b)  All other  reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Registrant's latest annual report.

            (c)  The description of the class of securities to be registered by
this Registration Statement,  which  are  registered  under  Section  12 of the
Securities Act of 1934, and which were more fully described in (i) Articles  of
Incorporation  of  Pierce  International,  Inc.  dated  July  22, 1987 and (ii)
Articles of Amendment of Pierce International, Inc. dated April 1, 1996.

            All  documents  subsequently  filed by the Registrant  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the  Securities  Exchange  Act  of 1934,
prior  to  the  filing  of  a post-effective amendment which indicates that all
securities offered have been  sold  or  which  deregisters  all securities then
remaining  unsold,  shall  be  deemed  to be incorporated by reference  in  the
Registration Statement and to be a part thereof from the date of filing of such
documents.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The directors and officers of the  Registrant shall be indemnified by the
Registrant against all costs, losses, expenses  and liabilities incurred by any
such director or officer in the course of the Registrant's  business  according
to the Registrant's Articles of Incorporation.  In addition, all directors  and
officers are covered by a director's Indemnification Agreement.

      The foregoing discussion of the Registrant's Articles of Incorporation is
not  intended  to  be  exhaustive  and  is  qualified  in  its entirety by such
document.

ITEM 8.     EXHIBITS.  The exhibits listed in the following  index are filed as
part of this Registration Statement.

            EXHIBIT
            NUMBER            DESCRIPTION OF EXHIBIT

                4             See Exhibits No. 3 (c)(i) and (c)(ii).

                5             Opinion of David M. Summers, Esq.

ITEM 9.     UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

                  (1)  To file, during any period in which it  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 this Registration  Statement  or any material change to
such information in this Registration Statement.
<PAGE>

                  (2)  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  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.

                  (4)  To file a post-effective amendment to  this Registration
Statement  to  include  any  financial  statements  required  by Rule  3-19  of
Regulation S-X at the start of any delayed offering or throughout  a continuous
offering.

            (b)   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  Exchange Act of 1934) that is incorporated by reference in this
Registration Statement  shall  be  deemed  to  be  a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            (c)  Insofar as indemnification for liabilities  arising  under the
Securities  Act of 1933 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 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.

<PAGE>
                                  SIGNATURES

      The Registrant.  Pursuant to  the  requirements  of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds  to  believe that
it  meets  all  of the requirements for filing on Form S-8 and has duly  caused
this Registration  Statement  to  be  signed  on its behalf by the undersigned,
thereunto duly authorized, in Englewood, Colorado, on March 26, 1998.

                                          PIERCE INTERNATIONAL, INC.



                                          By:  /S/ PIERCE D. PARKER

                                              Pierce D. Parker

      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 dates indicated.

      SIGNATURE                     TITLE             DATE

      /S/ PIERCE D. PARKER    Chairman of the Board  March 26, 1998
          Pierce D. Parker    and President

      /S/ MARK S. COOPER      Director               March 26, 1998
          Mark S. Cooper

      /S/ NANCY A. COOPER     Director               March 26, 1998
          Nancy A. Cooper
<PAGE>
                                   EXHIBIT 4
<PAGE>
                           ARTICLES OF INCORPORATION

                                      OF

                          PIERCE INTERNATIONAL, INC.


      KNOW  ALL MEN BY THESE PRESENTS:  That the undersigned incorporator being

a natural person  of  the  age of eighteen years or more and desiring to form a

body corporate under the laws of the State of Colorado does hereby sign, verify

and deliver in duplicate to  the  Secretary  of State of the State of Colorado,

these Articles of Incorporation:

                                   ARTICLE I

                                     NAME

      The name of the Corporation shall be:  Pierce International, Inc.

                                  ARTICLE II

                              PERIOD OF DURATION

      The Corporation shall exist in perpetuity,  from  and  after  the date of

filing these Articles of Incorporation with the Secretary of State of the State

of Colorado unless dissolved according to law.

                                  ARTICLE III

                              PURPOSES AND POWERS

      1.    PURPOSES.  Except as restricted by these Articles of Incorporation,

the Corporation is organized for the purpose of transacting all lawful business

for which corporations may be incorporated pursuant to the Colorado Corporation

Code.

      2.    GENERAL   POWERS.   Except  as  restricted  by  these  Articles  of

Incorporation, the Corporation  shall  have  and  may  exercise  all powers and

rights  which  a  corporation  may  exercise  legally  pursuant to the Colorado

Corporation Code.

      3.    ISSUANCE OF SHARES.  The board of directors  of the Corporation may

divide and issue any class of stock of the Corporation in  series pursuant to a

resolution properly filed with the Secretary of State of the State of Colorado.

<PAGE>


                                  ARTICLE IV

                                 CAPITAL STOCK

      The  aggregate  number  of  shares  which  this  Corporation  shall  have

authority to issue is Seven Hundred and Fifty Million (750,000,000)  shares  of

no  par  value  each,  which shares shall be designated "Common Stock"; and Ten

Million (10,000,000) shares  of  no  par  value  each,  which  shares  shall be

designated  "Preferred Stock" and which may be issued in one or more series  at

the discretion  of  the Board of Directors.  In establishing a series the Board

of Directors shall give to it a distinctive designation so as to distinguish it

from the shares of all other series and classes, shall fix the number of shares

in such series, and the  preferences,  rights  and  restrictions  thereof.  All

shares of any one series shall be alike in every particular except as otherwise

provided by these Articles of Incorporation of the Colorado Corporation Code.

      1.    DIVIDENDS.   Dividends  in cash, property or shares shall  be  paid

upon the Preferred Stock for any year on a cumulative or noncumulative basis as

determined by a resolution of the Board  of  Directors prior to the issuance of

such  Preferred  Stock, to the extent earned surplus  for  each  such  year  is

available,  in an amount  as  determined  by  a  resolution  of  the  Board  of

Directors.  Such Preferred Stock dividends shall be paid pro rata to holders of

Preferred Stock  in  any  amount  not  less  than  nor  more  than  the rate as

determined  by a resolution of the Board of Directors prior to the issuance  of

such Preferred Stock.  No other dividend shall be paid on the Preferred Stock.

      Dividends in cash, property or shares of the Corporation may be paid upon

the Common Stock,  as and when declared by the Board of Directors, out of funds

of the Corporation to  the  extent  and  in the manner permitted by law, except

that no Common Stock dividend shall be paid  for any year unless the holders of

Preferred Stock, if any, shall receive the maximum  allowable  Preferred  Stock

dividend for such year.

      2.    DISTRIBUTION IN LIQUIDATION.  Upon any liquidation, dissolution  or

winding up of the Corporation, and after paying or adequately providing for the

payment  of all its 

<PAGE>

obligations, the remainder of the assets of the Corporation

shall be distributed,  either in cash or in kind, first pro rata to the holders

of the Preferred Stock until  an amount to be determined by a resolution of the

Board  of  Directors  prior to issuance  of  such  Preferred  Stock,  has  been

distributed per share,  and, then, the remainder pro rata to the holders of the

Common Stock.



      3.    REDEMPTION.   The  Preferred  Stock  may be redeemed in whole or in

part  as  determined by a resolution of the Board of  Directors  prior  to  the

issuance of such Preferred Stock, upon prior notice to the holders of record of

the Preferred Stock, published, mailed and given in such manner and form and on

such other  terms  and  conditions  as  may  be  prescribed by the Bylaws or by

resolution of the Board of Directors, by payment in  cash  or  Common Stock for

each share of the Preferred Stock to be redeemed, as determined by a resolution

of  the  Board  of  Directors  prior  to the issuance of such Preferred  Stock.

Common Stock used to redeem Preferred Stock  shall be valued as determined by a

resolution of the Board of Directors prior to  the  issuance  of such Preferred

Stock.   Any  rights to or arising from fractional shares shall be  treated  as

rights to or arising  from  one share.  No such purchase or retirement shall be

made if the capital of the Corporation would be impaired thereby.

      If  less  than  all the outstanding  shares  are  to  be  redeemed,  such

redemption may be made by lot or pro rata as may be prescribed by resolution of

the Board of Directors;  provided,  however,  that  the  Board of Directors may

alternatively invite from shareholders offers to the Corporation  of  Preferred

Stock  at less than an amount to be determined by a resolution of the Board  of

Directors  prior  to issuance of such Preferred Stock, and when such offers are

invited, the Board  of  Directors  shall  then be required to buy at the lowest

price or prices offered, up to the amount to be purchased.

      From  and  after  the  date fixed in any  such  notice  as  the  date  of

redemption (unless default shall  be  made by the Corporation in the payment of

the redemption price), all dividends on  the Preferred Stock thereby called for

redemption  shall cease to accrue and 

<PAGE> 

all rights  of  the  holders  thereof  as

stockholders  of  the  Corporation,  except the right to receive the redemption

price, shall cease and terminate.

      Any purchase by the Corporation  of  the  shares  of  its Preferred Stock

shall not be made at prices in excess of said redemption price.

      4.    VOTING RIGHTS; CUMULATIVE VOTING.  Each outstanding share of Common

Stock shall be entitled to one vote and each fractional share  of  Common Stock

shall  be entitled to a corresponding fractional vote on each matter  submitted

to a vote  of  shareholders.  A majority of the shares of Common Stock entitled

to vote, represented  in  person  or  by  proxy, shall constitute a quorum at a

meeting of shareholders.  Except as otherwise  provided  by  these  Articles of

Incorporation  or  the  Colorado Corporation Code, if a quorum is present,  the

affirmative vote of a majority  of  the  shares  represented at the meeting and

entitled to vote on the subject matter shall be the  act  of  the shareholders.

When,  with  respect  to  any  action  to  be  taken  by  shareholders of  this

Corporation,  the  laws  of  Colorado  require the vote or concurrence  of  the

holders of two-thirds of the outstanding shares, of the shares entitled to vote

thereon, or of any class or series, such  action  may  be  taken by the vote or

concurrence  of  a  majority  of  such  shares  or  class  or  series  thereof.

Cumulative  voting  shall not be allowed in the election of directors  of  this

Corporation.

      Shares of Preferred  Stock  shall  only  be  entitled  to such vote as is

determined  by  the  Board  of Directors prior to the issuance of  such  stock,

except as required by law, in which case each share of Preferred Stock shall be

entitled to one vote.

      5.    DENIAL OF PREEMPTIVE  RIGHTS.   No  holder  of  any  shares  of the

Corporation, whether now or hereafter authorized, shall have any preemptive  or

preferential  right  to  acquire  any  shares or securities of the Corporation,

including shares or securities held in the treasury of the Corporation.

      6.    CONVERSION RIGHTS.  Holders  of  shares  of  Preferred Stock may be

granted  the  right  to  convert such Preferred Stock to Common  Stock  of  the

Corporation on such terms  as may be determined by the Board of Directors prior

to issuance of such Preferred Stock.

<PAGE>

                                   ARTICLE V

                    TRANSACTIONS WITH INTERESTED DIRECTORS

      No contract or other transaction  between the Corporation and one or more

of its directors or any other corporation,  firm,  association,  or  entity  in

which one or more of its directors are directors or officers or are financially

interested shall be either void or voidable solely because of such relationship

or  interest or solely because such directors are present at the meeting of the

board  of  directors  or  a  committee  thereof  which authorizes, approves, or

ratifies such contract or transaction or solely because their votes are counted

for such purpose if:

            (a)   The fact of such relationship or  interest  is  disclosed  or

known to the board  of  directors  or  committee which authorizes, approves, or

ratifies the contract or transaction by  a  vote  or consent sufficient for the

purpose without counting the votes or consents of such interested directors; or

            (b)   The  fact of such relationship or interest  is  disclosed  or

known to the shareholders  entitled  to  vote  and  they authorize, approve, or

ratify such contract or transaction by vote or written consent; or

            (c)   The contract or transaction is fair  and  reasonable  to  the

corporation.

      Common or interested directors may be counted in determining the presence

of a quorum at a meeting of the board of directors or a committee thereof which

authorizes, approves, or ratifies such contract or transaction.

                                  ARTICLE VI

                             CORPORATE OPPORTUNITY

      The  officers,   directors  and  other  members  of  management  of  this

Corporation shall be subject  to the doctrine of "corporate opportunities" only

insofar as it applies to business  opportunities  in which this Corporation has

expressed  an interest as determined from time to time  by  this  Corporation's

board of directors  as  evidenced by resolutions appearing in 

<PAGE> 

the Corporation's minutes.   Once such areas  of  interest  are  delineated, 

all  such  business opportunities  within  such areas of interest which com to 

the attention of the officers, directors, and  other members of management of 

this Corporation shall be disclosed promptly to this  Corporation and made 

available to it.  The board of directors may reject any business opportunity 

presented to it and thereafter any officer, director or other member  of 

management may avail himself of such opportunity.   Until  such  time  as this

Corporation,  through  its  board  of directors, has designated an area of

interest,  the  officers,  directors  and other members of management of this

Corporation shall be free to engage in such areas  of interest on their own and 

this doctrine shall not limit the rights of any officer,  director  or  other 

member  of management of this Corporation to continue a business existing prior

to the time  that  such  area of interest is designated  by  the  Corporation. 

This  provision  shall not be construed  to release any employee of this 

Corporation (other than an  officer,  director  or member of management) from 

any duties which he may have to this Corporation.

                                  ARTICLE VII

                                INDEMNIFICATION

      The Corporation may indemnify any director, officer, employee, fiduciary,

or  agent  of  the  Corporation  to  the  full extent permitted by the Colorado

Corporation Code as in effect at the time of the conduct by such person.

                                 ARTICLE VIII

                                  AMENDMENTS

      The Corporation reserves the right to amend its Articles of Incorporation

from time to time in accordance with the Colorado Corporation Code.

                                 ARTICLE IX

                       ADOPTION AND AMENDMENT OF BYLAWS

      The initial Bylaws of the Corporation  shall  be  adopted by its board of

directors.   Subject  to  repeal or change by action of the  shareholders,  the

power to alter, amend or 

<PAGE>

repeal  the Bylaws or adopt new Bylaws shall be vested

in the board of directors.  The Bylaws  may  contain  any  provisions  for  the

regulation  and  management  of the affairs of the Corporation not inconsistent

with law or these Articles of Incorporation.

                                   ARTICLE X

                    REGISTERED OFFICE AND REGISTERED AGENT

      The address of the initial  registered  office of the Corporation is 6474

S. Quebec, Englewood, Colorado  80111, and the  name  of the initial registered

agent at such address is Pierce D. Parker.  Either the registered office or the

registered agent may be changed in the manner permitted by law.

                                  ARTICLE XI

                          INITIAL BOARD OF DIRECTORS

      The number of directors of the Corporation shall  be  fixed by the Bylaws

of  the  Corporation,  with  the  provision  that  there need be only  as  many

directors as there are shareholders in the event that  the  outstanding  shares

are  held  of  record  by  fewer than three shareholders.  The initial board of

directors of the Corporation  shall consist of one (1) directors.  The name and

address of the person who shall  serve  as  director  until  the  first  annual

meeting  of shareholders and until his successors are elected and shall qualify

is as follows:

            NAME                          ADDRESS

            Pierce D. Parker        6474 S. Quebec
                                    Englewood, Colorado  80111

<PAGE>
                                  ARTICLE XII

                                 INCORPORATOR

      The name and address of the incorporator is as follows:

            NAME                          ADDRESS

            Jon D. Sawyer           511 16th Street, #400
                                    Denver, Colorado  80202

      IN  WITNESS  WHEREOF,  the  above-named  incorporator  has  signed  these
Articles  of Incorporation this 21st day of July, 1987.



                                      /S/ JON D. SAWYER

                                      Jon D. Sawyer
<PAGE>
                             ARTICLES OF AMENDMENT

                       TO THE ARTICLES OF INCORPORATION

                                      OF

                          PIERCE INTERNATIONAL, INC.

      Pursuant  to  the  provisions  of  the Colorado Business Corporation Act,
Pierce  International,  Inc.,  a  Colorado corporation,  adopts  the  following
Articles of Amendment to its Articles of Incorporation:

      FIRST: The name of the corporation is Pierce International, Inc.

      SECOND:  The following amendment  was  unanimously  adopted  on March 13,
1996,  in  the manner prescribed by the Colorado Business Corporation  Act,  by
action of the shareholders of the Corporation:

      RESOLVED:   That  each  25  shares  of  this  corporation's  common stock
      outstanding  as  of March 13, 1996 shall be automatically converted  into
      one share of its common  stock  and  that  the  first  full  paragraph of
      Article  IV  (prior  to  the  subsection  entitled  "Dividends")  of this
      Corporation's  Articles  of  Incorporation  shall be deleted and replaced
      with the following:

            The aggregate number of shares which this  Corporation  shall  have
      authority  to issue is Thirty Million (30,000,000) shares of no par value
      each, which shall be designated "Common Stock"; and Four Hundred Thousand
      (400,000) shares  of  no par value each, which shares shall be designated
      "Preferred Stock" and which  may  be  issued in one or more series at the
      discretion of the Board of Directors.

      A. PREFERRED STOCK. The corporation may  divide  and  issue the preferred
      stock in series.  Preferred shares of each series when  issued  shall  be
      designated  to distinguish them from the shares of all other series.  The
      Board of Directors  hereby  is  expressly vested with authority to divide
      the class of preferred stock into  series  and  to  fix and determine the
      relative rights, limitations and preferences of the shares  of  any  such
      series  so  established to the full extent permitted by these Articles of
      Incorporation  and  the  laws  of the state of Colorado in respect of the
      following:

            (i)   The number of shares  to  constitute  such  series,  and  the
      distinctive designations thereof;

            (ii)  The  rate  and  preference  of  any dividends and the time of
      payment of any dividends, whether dividends are  cumulative  and the date
      from which any dividends shall accrue;

            (iii)   Whether  shares  may be redeemed and, if so, the redemption
      price and the terms and conditions of redemption;

            (iv)   The  amount payable upon  shares  in  event  of  involuntary
      liquidation;

            (v)   The  amount   payable  upon  shares  in  event  of  voluntary
      liquidation;

<PAGE>

            (vi)  Sinking fund or  other provisions, if any, for the redemption
      or purchase of shares;

            (vii)  The terms and conditions  on  which shares may be converted,
      if the shares of any series are issued with the privilege of conversion;

            (viii)  Voting rights, if any; and

            (ix)  Any other relative rights and preferences  of  shares of such
      series,  including  without limitation any restriction on an increase  in
      the  number of shares  of  any  series  theretofore  authorized  and  any
      limitation  or  restriction  of  rights  or powers to which shares of any
      future series shall be subject.

      B. COMMON STOCK.

            (i)  The holder of common stock shall  have  and possess all rights
      as shareholders of the corporation, except as such rights  may be limited
      by  the  preferences,  privileges and voting powers, and the restrictions
      and limitations, of the  preferred  stock.   All  common stock, when duly
      issued,  shall be fully paid and nonassessable.  The  holders  of  common
      stock shall be entitled to receive such dividends as may be declared from
      time to time by the Board of Directors.

            (ii)  Each shareholder of record shall have one vote for each share
      of stock standing  in  such  shareholder's  name  on  the  books  of  the
      corporation  and  entitled  to  vote.   Cumulative  voting  shall  not be
      permitted in the election of directors or otherwise.

<PAGE>

      C.  SHARE  DIVIDENDS.   Shares of one class or series may be issued as  a
      share dividend in respect  of shares of another class or series, pursuant
      to C.R.S. Section 7-106-204, as amended from time to time.

      THIRD:  Fractional shares created  by the exchange of 1 share for each 25
currently outstanding shares of the corporation's  common stock shall be issued
to the affected shareholders.

      FOURTH:  The amendment above was adopted by a  vote  of  the shareholders
and the number of shares voted for the amendment was sufficient for approval.

DATED:  March 13, 1996.

                              PIERCE INTERNATIONAL, INC.


                              By: /S/ PIERCE D. PARKER
                                  Pierce D. Parker, President


ATTEST:


/S/ NANCY A. COOPER
    Nancy A. Cooper
<PAGE>

                                   EXHIBIT 5
<PAGE>


                               David M. Summers
                                Attorney At Law
                   5670 Greenwood Plaza Boulevard, Suite 422
                          Englewood, Colorado  80111

                                March 26, 1998




Pierce International, Inc.
13275 Fremont Place, Suite 101A
Englewood, Colorado 80112

      RE:   FORM S-8 REGISTRATION STATEMENT
            COMMISSION FILE NO. 33-17679

Ladies and Gentlemen,

      I  have  acted  as  counsel  for  Pierce International, Inc., a  Colorado
corporation (the "Company") in connection  with the registration by the Company
of  460,000  shares  of its common stock, without  par  value  per  share  (the
"Securities"), as contemplated  by the Company's Registration Statement on Form
S-8 filed on March 26, 1998 with  the  Securities  and Exchange Commission (the
"Commission") in accordance with applicable provisions of the Securities Act of
1933, as amended.

      In  connection with my representation, I have examined  and  relied  upon
such records  and  documents  as  I  have  deemed  necessary as a basis for the
opinions  expressed  below.   In  such  examination,  I have  assumed,  without
undertaking  to  verify  the  same  by  independent investigation,  (i)  as  to
questions of fact, the accuracy of all representations  and  certifications  of
all  persons  in  documents  examined  by  me,  (ii)  the  genuineness  of  all
signatures,  (iii)  the duly authorized execution and delivery of all documents
on behalf of all persons,  (iv)  the authenticity of all documents submitted to
me as originals, (v) the conformity  to originals of all documents submitted to
me as copies, (vi) the authenticity of  such  copied  originals,  and (vii) the
accuracy of all official records.  I have also relied, as to certain matters of
fact, upon representations made to me by officers and agents of the Company.

      Based upon and subject to the foregoing, I am of the opinion that:

      (1)   The Company is a corporation, duly organized, validly existing, and
in good standing under the laws of the State of Colorado.

      (2)  All of the Securities, upon issuance and delivery thereof,  will  be
duly  and  validly  issued,  fully  paid  and  non-assessable  under applicable
provisions of the Colorado Business Corporation Act.

      I hereby consent to the filing of this opinion with the Commission  as an
exhibit to the Registration Statement described above.

                                                Yours truly,


                                                /S/ DAVID M. SUMMERS
                                                David M. Summers
DMS/ldh
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 82550}]
{"company-data": {"conformed-name": "PIERCE INTERNATIONAL INC", "cik": "0000823387", "assigned-sic": "6770", "irs-number": "841067694", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48737", "film-number": "98574937"}, "business-address": {"street1": "13275 EAST FREEMOND PLACE", "street2": "SUITE 101A", "city": "ENGLEWOOD", "state": "CO", "zip": "80112", "phone": "3037920719"}, "mail-address": {"street1": "13275 E FREEMONT PL", "street2": "SUITE 101A", "city": "ENGLEWOOD", "state": "CO", "zip": "80112"}}
SECURITIES AND EXCHANGE COMMISSION
                                      WASHINGTON, D.C.  28549

                                             FORM S-8

                                      REGISTRATION STATEMENT
                                             UNDER THE
                                      SECURITIES ACT OF 1933

                                  COMMISSION FILE NUMBER 33-17679

                                    PIERCE INTERNATIONAL, INC.
                      (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  COLORADO                                      84-1067694
(STATE OR OTHER JURISDICTION OF                              (I.R.S.EMPLOYER
INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)
13275 FREMONT PLACE, SUITE 101A
ENGLEWOOD, COLORADO                                            80112
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)

                                          NOT APPLICABLE
                                       (FULL TITLE OF PLAN)

  PIERCE D. PARKER, 13275 FREMONT PLACE, SUITE 101A, ENGLEWOOD, COLORADO 80112
                              (NAME AND ADDRESS OF AGENT FOR SERVICE)

    TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (303)792-0719

              AN INDETERMINATE AMOUNT OF PLAN INTERESTS ARE COVERED BY THIS
                       REGISTRATION STATEMENT PURSUANT TO RULE 416(e)

                                  CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS                        PROPOSED    PROPOSED    AMOUNT OF
OF SECURITIES       AMOUNT OF SHARES  OFFERING PRICE  AGGREGATE  REGISTRATION
 TO BE REGISTERED   TO BE REGISTERED      PER SHARE    OFFERING      FEE (1)
                                                        PRICE
COMMON STOCK,
WITHOUT PAR VALUE
PER SHARE......        400,000               $0.30      $120,000      $35.40

COMMON STOCK,
WITHOUT PAR VALUE
PER SHARE......         60,000               $0.20       $12,000       $3.54

TOTAL..........        460,000         $0.20 - $0.30    $132,000      $38.94
(1)  The registration fee applies to all of the shares  of  the Common Stock to
be issued as a result of this Registration Statement.
PIERCE INTERNATIONAL, INC.
               DOCUMENTS CONSTITUTING A SECTION 18(a) PROSPECTUS
                 PURSUANT TO A FORM S-8 REGISTRATION STATEMENT
                             FILED MARCH 26, 1998

            THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
                  SECURITIES THAT HAVE BEEN REGISTERED UNDER
                          THE SECURITIES ACT OF 1933

      In   connection  with  the  Registration  Statement  on  Form  S-8   (the
"Registration  Statement") filed by Pierce International, Inc., (the "Company")
with the Securities  and  Exchange  Commission  on March 26, 1998 the following
shall constitute a prospectus that meets the requirements  of  Section 18(a) of
the Securities Act of 1933:

      1.    GENERAL PLAN INFORMATION.

            (a)   The  agreements  (the  "Agreements") between the Company  and
Progressive  Media Group, Inc. and Charles  Henry,  (the  "Participants")  with
respect to the payment of fees in shares of the Company's common stock, without
par value per share (the "Securities"),  and  the  price per share at which the
Securities are to be issued to the Participants in payment  of  their  fees are
more fully described in Exhibits "A-1 and A-2" attached hereto and incorporated
herein by reference for all purposes:
NAME                       FEES          PRICE PER    NUMBER OF
                                                 SHARE         SHARES
Progressive Media 
 Group, Inc.                $120,000.00      $ 0.30        400,000
Charles Henry               $ 12,000.00      $ 0.20         60,000

                            $132,000.00  $0.20 - $0.30     460,000
(b)   The  Agreements  constitutes  an  employee  benefit  plan  as
described  in  Rule  465  promulgated  under  the  Securities  Act of 1933 (the
"Plan").  The Securities will be offered pursuant to the Plan.

            (c)  The general nature and purpose of the Plan is to allow for the
payment of fees due and owing by the Company to the Participants in the form of
the  Company's  registered Securities.  The Plan will terminate as  soon  after
filing of the Registration  Statement, as the Securities called for in the Plan
have been issued to the Participants,  which  date will not occur after May 31,
1998.  It is not contemplated that the Plan will  be subject to modification or
extension.

            (d)   The  Plan  does  not have any administrators.   However,  the
Participants  may  contact the Company  at  the  address  or  telephone  number
described in Paragraph  11  below  to  obtain  additional information about the
Plan.

            (e)   The  Plan is not subject to the  Employee  Retirement  Income
Security Act of 1974.  The  Participants are consultants who have provided bona
fide services to the Company,  none  of  such services being in connection with
the  offer  or  sale  of  Securities  of  the  Company   in  a  capital-raising
transaction.

      2.    SECURITIES TO BE OFFERED.  The Securities to be offered pursuant to
the Plan are shares of the Company's common stock, without par value per share.
The common stock of the Company has been registered under  Section  12  of  the
Securities Exchange Act of 1934.

      3.    EMPLOYEES  WHO  MAY PARTICIPATE IN THE PLAN.  Only the Participants
described above may participate in the Plan.
4.    PURCHASE  OF SECURITIES  PURSUANT  TO  THE  PLAN  AND  PAYMENT  FOR
SECURITIES OFFERED.

            (a)  The Participants  may participate in the Plan only for so long
as it takes to file the Registration  Statement and issue the Securities to the
Participants as called for herein.  Thereafter, the Participants shall not have
any further interest in the Plan.  The  only  Securities to be purchased by the
Participants are described herein or in the Agreements  between the Company and
the Participants.  The purchase price per share of the Company's Securities for
the Participants is as set forth above.

            (b)  Payment for the Securities to be purchased by the Participants
pursuant to the Plan will be the extinguishment of any further liability by the
Company  to  any  said  Participant  with respect to the obligations  described
herein.

            (c)  There will be no reports  delivered  to the Participants as to
the amounts and status of its account.

            (d)   The  Securities will be issued to the Participants,  who  may
sell the Securities in the  open  market.   The Company will receive no fees or
other compensation for the Securities other than the extinguishment of the debt
to the Participants as described herein.

      5.    RESALE RESTRICTIONS.  There will  be  no restrictions on the resale
of the Securities by the Participants.

      6.    TAX EFFECTS OF PLAN PARTICIPATION.  The  receipt  of the Securities
by the Participants will be the receipt of ordinary income since the Securities
will  have  been  received  by  the  Participants  in  exchange  for  services.
Consequently,  the  Participants  will be taxed currently for the value of  the
Securities pursuant to Section 61 of  the  Internal  Revenue  Code  of 1986, as
amended.

      7.    INVESTMENT OF FUNDS.  There is no provision under the Plan  whereby
the  Participants  may  direct  the investment of all or any part of the assets
under the Plan.

      8.    WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST.  The Participants
are not able to withdraw from, terminate,  or  assign  their  interests  in the
Plan.

      9.    FORFEITURES  AND  PENALTIES.   There is no event which could, under
the Plan, result in a forfeiture by, or a penalty to, the Participants.

      10.   CHARGES AND DEDUCTIONS, AND LIENS  THEREFOR.   There are no charges
and  deductions that may be made against the Participants, the  Securities,  or
assets  of  the  Plan, or the creation of any lien on any funds, securities, or
other property held under the Plan.

      11.   INFORMATION  CONTAINED  IN THE REGISTRATION STATEMENT.  The Company
shall  furnish  to  the Participants, without  charge,  upon  written  or  oral
request, the documents  incorporated  by  reference in Item 3 of Part II of the
Registration Statement, all of such documents  being  incorporated by reference
in  this  Section  10(a)  Prospectus.  The Company shall also  furnish  to  the
Participants, without charge, upon written or oral request, any other documents
required to be delivered to  employees  of  the Company pursuant to Rule 428(b)
promulgated  under the Securities Act of 1933.   Any  such  request  should  be
directed to the  Company  at  Pierce  International, Inc., 13275 Fremont Place,
Suite 101A, Englewood, Colorado  80112,  telephone  (303) 792-0719, and telefax
(303) 799-6469.
12.   INFORMATION  CURRENTLY  FURNISHED.   The  Participants   have  been
furnished with copies of the Company's Form 10-K for the fiscal year ended June
30, 1997 and Form 10-Q for the quarterly period ending December 31, 1997.

      13.   INFORMATION  TO  BE  FURNISHED  IN  THE  FUTURE.  The Company shall
deliver to the  Participants copies of all reports, proxy  statements and other
communications distributed to its security-holders generally, and such material
shall be sent or delivered no later than the time that it is  sent to security-
holders of the Company.

Attachments:

Exhibits "A-1 and A-2" - The Agreements.
EXHIBIT A - 1
PROGRESSIVE MEDIA GROUP
                               ONE TIME PROGRAM

                             CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT made this 5th day of February 1998, by and between

                         PROGRESSIVE MEDIA GROUP, INC.
                             200 E ROBINSON STREET
                                   SUITE 450
                            ORLANDO, FLORIDA  32801
                                (800-262-9798)

a Florida Company (hereinafter referred to as "PMG"), and

                          PIERCE INTERNATIONAL, INC.
                             13275 E FREMONT PLACE
                                    #101-A
                             ENGLEWOOD, CO  80112
                                (303-799-6469)

(hereinafter referred to as "COMPANY", collectively PMG and COMPANY hereinafter
referred to as "THE PARTIES"

                                  WITNESSETH:

      WHEREAS,  PMG  is  an  investor relations, direct marketing,  publishing,
public relations and advertising  firm  with  expertise in the dissemination of
information  about  publicity  traded companies, and  is  in  the  business  of
providing investor relations services,  public  relations services, publishing,
advertising services, fulfillment services, marketing  of  business formats and
opportunities and other related programs, services and products, and

      WHEREAS, COMPANY is considering becoming a public entity; and

      WHEREAS,  COMPANY desires to raise capital through prospective  investors
and shareholders; and

      WHEREAS, PMG  is  willing  to  accept  COMPANY as a client on a six month
basis effective on the above date;

      WHEREAS,  COMPANY requires investor relations  services  and  desires  to
employ and/or retain PMG to provide such services as an independent contractor,
and PMG is agreeable  to  such a relationship and/or agreement, and the parties
desires a written document  formalizing  and  defining  their  relationship and
evidencing the terms of their agreement;

      THEREFORE, in consideration of the mutual covenants contained  herein, it
is agreed as follows:
DEFINITIONS AND INTERPRETATIONS

1.  CAPTIONS AND SECTION NUMBERS
The  headings  and  section  references  in  this  Consulting Agreement are for
convenience or reference only and do not form a part  of this Agreement and are
not intended to interpret define or limit the scope extent  or  intent  of this
Consulting Agreement or any provisions thereof.

2.  EXTENDED MEANINGS
The  words "hereof", "herein", hereunder" and similar expressions used  in  any
clause  ,  paragraph  or  section of this agreement will relate to the whole of
this Consulting Agreement and  not  to  that clause, paragraph or section only,
unless otherwise expressly provided.

3.  NUMBER OF GENDER
In this Consulting Agreement, words importing  the masculine gender include the
feminine or neuter gender and words in the singular include the plural and vice
versa.

4.  SECTION REFERENCES AND SCHEDULES
Any  reference  to  a  particular "article", "section",  "paragraph"  or  other
subdivision of this Consulting  Agreement  and  any  reference  to  a schedule,
exhibit  or  addendum  by  name, number and or letter will mean the appropriate
schedule, exhibit or addendum attached to this Consulting Agreement and by such
reference is incorporated into and made part of this Consulting Agreement.

                                   AGREEMENT

5.  APPOINTMENT
COMPANY hereby appoints and engages PMG as its investor relations counselor and
hereby  retains and employees  PMG  upon  the  terms  and  conditions  of  this
Consulting  Agreement.   PMG accepts such appointment and agrees to perform the
services upon the terms and conditions of said Consulting Agreement.

6.  ENGAGEMENT
COMPANY engages PMG to pursue raising capital, either through public or private
shares  or  through prospective  investors  and  shareholders  and  as  further
described below  and  subject  to  the  further  provisions  of this Consulting
Agreement,  PMG  hereby  accepts  said engagement and COMPANY as a  client  and
agrees to publicize COMPANY as further  described  below  and  subject  to  the
further provisions of this Consulting Agreement.

7.  AUTHORITY AND DESCRIPTION OF SERVICES
During  the  term  of  this  Agreement,  PMG shall furnish various professional
services and advice a specifically requested  by Dr. Pierce D. Parker, Chairman
who is an authorized representative of COMPANY,  and  holds the position and/or
title of President with COMPANY.  Said professional services  and  advice shall
relate  to  those  services,  items and/or subjects described in ADDENDUM  "A",
which is attached hereto and made  a  part  hereof by this reference, and/or as
follows:

      (a)  PMG shall act, generally, as corporate  investor  relations counsel,
essentially acting (1) as liaison between COMPANY and prospective investors and
shareholders, (2) as advisor to COMPANY with respect to existing  and potential
market makers, broker-dealers, underwriters and investors as well as  being the
liaison  between  COMPANY and such persons; and (3) as advisor to COMPANY  with
respect  to communications  and  information,  including  but  not  necessarily
limited to  preparation  of a research report, planning, developing, designing,
organizing, writing and distributing such communications and information.
(b)  PMG shall assist  in establishing and advise COMPANY with respect to
interviews of COMPANY officers  by  the  financial media, interviews of COMPANY
officers by analysts, market makers, broker-dealers,  and  other members of the
financial community.
      (c)   PMG shall seek to make COMPANY, its management, its  products,  and
its financial  situation  and prospects known to the financial media, financial
publications, broker-dealers,  mutual  funds,  institutional  investors, market
makers,  analysts,  investment  advisors,  and  other members of the  financial
community as well as the public generally.
      (d)  PMG, in providing the foregoing services,  shall  be responsible for
all reasonable costs of providing the services, including, but  not limited to,
out-of-pocket  expenses for postage, delivery services (e.g. Federal  Express),
telephone charges,  compensation  to  third  party  vendors, copywriters, staff
writers, art and graphic personnel, subcontractors, printing, etc.
      (e)  PMG's compensation under this Consulting Agreement  shall  be deemed
to  include  the above mentioned costs and expenses, unless otherwise expressly
provided herein.
      (f)  Marketing  Program:   Including, but not necessarily limited to, the
following components:  (i) PMG reviews  and  analyzes  all  aspects  of COMPANY
goals  and  makes  recommendations  on  feasibility  and achievement of desired
goals; (ii) PMG provides through their network, firms and brokers interested in
participating  and  schedules  and  conducts the necessary  due  diligence  and
obtains the required approvals necessary  for  those firms to participate.  PMG
interviews and makes determinations on any firms or brokers referred by COMPANY
with regard to their participation; and (iii) PMG shall be available to COMPANY
to field calls from firms and brokers inquiring about COMPANY.

8.  TERM OF AGREEMENT
This agreement shall become effective upon execution  hereof and shall continue
thereafter up to and including August 5th, 1998, or in  the  case  of  specific
services  until such time as such matters are finalized to the satisfaction  of
both COMPANY  and  PMG.  It is expressly acknowledged and agreed by and between
the parties hereto that  PMG  shall  not  be  obligated to provide any services
and/or perform any work related to this Consulting  Agreement  until  such time
any  agreed  and/or specified retainer (deposit, initial fee, down-payment)  in
U.S. funds, and/or  other  specified  and/or  agreed valuable consideration has
been received by PMG.

9.  WHERE SERVICES SHALL BE PERFORMED
PMG services shall be performed at the main office  location  of  PMG, or other
such  designated location(s) as PMG and COMPANY agree are the most advantageous
for the work to be performed.

10.  LIMITATIONS ON SERVICES
The parties  hereto recognize that certain responsibilities and obligations are
imposed by federal  and  state  securities laws and by the applicable rules and
regulations of stock exchanges, the National Association of Securities Dealers,
in house "due diligence" or "compliance"  departments of brokerage houses, etc.
Accordingly, PMG agrees as follows:

      (a)  PMG shall NOT release any financial  or  other  information  or data
about COMPANY without the consent and approval of COMPANY.
      (b)   PMG  shall NOT conduct any meetings with financial analysts without
informing COMPANY  in  advance of any proposed meeting, the format or agenda of
such meeting and COMPANY  may  elect to have a representative of COMPANY attend
such meeting.
      (c)  PMG shall NOT release  any  information or data about COMPANY to any
selected or limited person(s), entity or  group  if  PMG  is  aware  that  such
information or data has not been generally released or promulgated.
(d)  After notice by COMPANY of filing for a proposed public offering  of
securities  of  COMPANY  and during any period of restriction on publicity, PMG
shall not engage in any public  relations  efforts  not  in  the  normal course
without  approval of counsel for COMPANY and of counsel for the underwriter(s),
if any.

11.  DUTIES OF COMPANY
      (a)   COMPANY  shall  supply  PMG, on a regular and timely basis with all
approved data and information about COMPANY,  its  management, its products and
its operations, and COMPANY shall be responsible for  advising PMG of any facts
which  would  affect the accuracy of any prior data and information  previously
supplied to PMG so that PMG may take corrective action.
      (b)  COMPANY  shall  promptly supply PMG with full and complete copies of
all things with all federal  and  state  securities  agencies;  with  full  and
complete  copies  of  all shareholder reports and communications whether or not
prepared with the assistance  of PMG; with all data and information supplied to
any analyst, broker-dealer, market  maker,  or  other  member  of the financial
community;  and  with  all  product/services  brochures,  sales material,  etc.
COMPANY  shall  supply  PMG  within  15  days  of execution of this  Consulting
Agreement, with a list of all shareholders on 3-1/2 inch computer disk in ASCII
or some other common universal format.
      (c)   PMG  reports  are  not  intended  to be used  in  the  offering  of
securities.  Accordingly, clients must agree to each of the points listed below
and to indemnify PMG for any breach of these representations and covenants.

            (i)   COMPANY  is not presently engaged  in  a  private  or  public
offering  of securities, including  S-8  or  Regulation  S,  or  including  any
continuing distribution, whether or not exempt, that will not be included prior
to the issuance  of  a  PMG  research  report  on  COMPANY,  and COMPANY has no
intention of making such an offering within the next 90 days.   An  "evergreen"
prospectus for employee stock option and other plans will not preclude issuance
of PMG research reports.
(INITIAL)

            (ii)  COMPANY will immediately notify PMG if it intends to make any
private or public offering of securities, including S-8 or Regulation S.
(INITIAL)

            (iii)   COMPANY will immediately notify PMG at least 30 days  prior
to any insider selling of clients stock.
(INITIAL)

            (iv)  COMPANY  will  not  use  PMG  reports  in connection with any
offering of securities without the prior written consent of PMG.
(INITIAL)

      (d)   In  that  PMG  relies  on  information  provided by COMPANY  for  a
substantial part of its preparations and reports.  COMPANY  must represent that
said  information is neither false nor misleading and agrees to  hold  harmless
and indemnify  PMG  for  any breach of these representations and covenants, and
sale of COMPANY securities  occurring  out  of,  or  in  connection with, PMG's
relationship with COMPANY, including, without limitation, reasonable attorneys'
fees and other costs arising out of any such claims.
(INITIAL)

      (e)  In  that  PMG shareholders, officers, employees, and/or  members  of
their families may hold  a  position in and engage in transactions with respect
to COMPANY
securities and in light of the fact that PMG imposes restrictions on
such transactions to guard against  trading  on  the base of material nonpublic
information, COMPANY shall contemporaneously notify  PMG  if any information or
data being supplied to PMG has not been generally released or promulgated.

12.  REPRESENTATION AND INDEMNIFICATION
      (a)  COMPANY shall be deemed to make a continuing representation  of  the
accuracy  of any and all material facts, materials, information, and data which
it supplies  to  PMG,  and the COMPANY acknowledges its awareness that PMG will
relay on such continuing  representation  in disseminating such information and
otherwise performing its investor relations functions.
      (b)  PMG, in the absences of notice in writing from COMPANY, will rely on
the  continuing  accuracy  of  materials, information,  and  data  supplied  by
COMPANY.
      (c)  COMPANY hereby agrees to hold harmless and indemnify PMG against any
claims, demands, suits, loss, damages,  etc. arising out of PMG's reliance upon
the  instant  accuracy  and  continuing  accuracy  of  such  facts,  materials,
information, and data, unless PMG has been  negligent  in performing its duties
and obligations hereunder.
      (d)   COMPANY  hereby authorizes PMG to issue, in PMG's  sole  discretion
corrective amendatory, supplemental, or explanatory press releases, shareholder
communications and reports or data supplied to analysts, broker-dealers, market
makers, or other members of the financial community.
      (e)  COMPANY shall  cooperate  fully and timely with PMG to enable PMG to
perform its duties and obligations under this agreement.
      (f)   The  execution and performance  of  this  Consulting  Agreement  by
COMPANY has been duly  authorized  by  the  Board  of  Directors  of COMPANY in
accordance  with applicable law, and, to the extent required, by the  requisite
number of shareholders of COMPANY.
      (g)  The  performance  by  COMPANY of this agreement will not violate any
applicable court decree or order,  law  or  regulation, nor will it violate any
provision  of the organizational documents and/or  bylaws  of  COMPANY  or  any
contractual obligation by which COMPANY may be bound.
      (h)  COMPANY  shall  promptly  deliver  to  PMG  a complete due diligence
package to include latest 10K, latest 10Q, last 6 months  of press releases and
all other relevant materials, including but not limited to  corporate  reports,
brochures, etc.
      (i)   COMPANY  shall  provide  to  PMG  expenses  for travel to COMPANY'S
headquarters to conduct due diligence.
      (j)  COMPANY shall promptly deliver to PMG a list of  names and addresses
of all shareholders of COMPANY which it is aware.  This list  shall be upgraded
at PMG's request.
      (k)  COMPANY shall promptly deliver to PMG a list of brokers  and  market
makers of COMPANY securities which have been following COMPANY.
      (l)   Because  PMG  will  rely  on  such information to be supplied it by
COMPANY,  all  such  information  shall be true,  accurate,  complete  and  not
misleading, in all respects.
      (m)  COMPANY shall act diligently  and  promptly  in  reviewing materials
submitted  to  it  by PMG to enhance timely distribution of the  materials  and
shall inform PMG of any inaccuracies contained therein within a reasonable time
prior to the projected or known publication date.

13.  COMPENSATION - SEE ADDENDUM "A"
      (a)  For all general  investor  relations  services,  COMPANY  shall make
payment to PMG as follows:
ADDENDUM  "A",   $U.S.  funds  upon  the  execution  of  this  Consulting
Agreement; and
      ADDENDUM "A",  $U.S. funds per month, due and payable on the first day of
each month without billing thereafter; and

      (b)   All  moneys  payable hereunder shall be in U.S. funds and drawn  on
U.S.  banks.   The  parties acknowledge  that  in  negotiating  this  fee  they
recognized that the services  will  probably  not be performed in equal monthly
segments, but may be substantial during the earlier  portion  of  the  term and
less  thereafter  as  relationships  and  communication  lines are established.
Thus,  part  of  the  compensation  for earlier services will be  deferred  and
therefore  any  lessening  of  services  shall   not  constitute  a  breach  or
termination hereof and the level fee shall continue.
      (c)   See ADDENDUM "A" for further details related  to  compensation,  if
any.
      (d)  For  all  special  services  not within the scope of this agreement,
COMPANY shall pay to PMG such fee(s) as,  and when, the parties shall determine
in advance of performance of said special services, provided COMPANY has agreed
to said special services in advance.

14.  BILLING AND PAYMENT
Monthly fees or payments shall be due and payable without billing.  Billing and
payments for special services shall be agreed on a case by case basis.  COMPANY
acknowledges and agrees that deposits, initial payments, down payments, partial
payments, payments for special services, monthly fees or monthly payments shall
be by wire to PMG's bank account upon execution of any agreement or agreements;
or upon payment due date in the case of monthly fees or monthly payments; or in
the case of special services, by the first day of the preceding month that work
is scheduled to be performed, unless expressly  provided  otherwise in writing,
and that if such funds are not received by PMG by said date,  COMPANY shall pay
to PMG an additional operations charge equal to 1% for each day  said funds are
not received.

15.  PMG AS AN INDEPENDENT CONTRACTOR
PMG  shall  provide  said services as an independent contractor and not  as  an
employee of COMPANY or  any  affiliate  of any company affiliated with COMPANY.
PMG has no authority to bind COMPANY or any  affiliate  of COMPANY to any legal
action, contract, agreement, or purchase; and such action  can not be construed
to  be made in good faith or with the acceptance of COMPANY,  thereby  becoming
the sole  responsibility  of PMG.  PMG is not entitled to any medical coverage,
life insurance, savings plans,  health insurance, or any and all other benefits
afforded COMPANY employees.  PMG  shall  be solely responsible for any Federal,
State, or Local Taxes, and should COMPANY  for  any  reason  be required to pay
taxes at a later date, PMG shall reassure such payment is made  by PMG, and not
by COMPANY.  PMG shall be responsible for all workers compensation payments and
herein   holds   COMPANY   harmless   for   any   and  all  such  payments  and
responsibilities related hereto.

16.  PMG NOT TO ENGAGE IN CONFLICTING ACTIVITIES
During the term of this agreement, PMG shall not engage  in any activities that
directly conflicts with the interests of COMPANY.  COMPANY  hereby acknowledges
notification  by  PMG and understands that PMG does, and shall,  represent  and
service other and multiple  clients  in the same manner as it does COMPANY, and
that COMPANY is not an exclusive client of PMG.

17.  TRADE SECRETS AND INVENTIONS
PMG shall treat as proprietary any and  all  information  belonging to COMPANY,
its
affiliates, or any third parties, disclosed to PMG in the  course  of  the
performance  of  PMG  services.  PMG assigns and agrees to assign to COMPANY or
its nominee all rights in invention and other proprietary information conceived
by PMG during the term  of  this  agreement  with respect to any work performed
under said agreement.

18.  INSIDE INFORMATION - SECURITIES VIOLATIONS
In  the  course  of  the performance of this agreement,  it  is  expected  that
specific sensitive information  concerning  the  operations of COMPANY business
and/or affiliate companies shall come to the attention  and  knowledge  of PMG.
In  such  event  PMG  will  not  divulge,  discuss,  or  otherwise  reveal such
information to any third parties.

19.  DISCLOSURE
PMG  is  required  to  disclose  any outside activities or interests, including
ownership  or  participation  in the  development  of  prior  inventions,  that
conflict or may conflict with the  best  interests  of COMPANY.  It is mutually
understood  that  prompt  disclosure is required under this  paragraph  if  the
activity or interest is related,  directly  or indirectly, to any activity that
PMG may be involved with on behalf of the COMPANY.

20.  WARRANTY AGAINST CONTEMPLATION OF AGREEMENT RELATED CORRUPT PRACTICES
PMG represents and warrants that all payments and other valuable considerations
paid or to be paid under this agreement constitutes  compensation  for services
rendered,   that   this   agreement   and   all  payments  and  other  valuable
considerations and the use of those payments  and  valuable  considerations are
non-political in nature, and that said payments and valuable considerations  do
not influence, sway or bribe any government or municipal party, either domestic
or foreign, in any way.

21.  AMENDMENTS
This  agreement  may  be  modified  or  amended, provided such modifications or
amendments are mutually agreed upon by and  between the parties hereto and that
said  modifications  or  amendments are made in  writing  and  signed  by  both
parties.

22.  SEVERABILITY
If any provision of this agreement shall be held to be contrary to law, invalid
or unenforceable for any reason,  the remaining provisions shall continue to be
valid and enforceable.  If a court  finds  that any provision of this agreement
is  contrary  to  law,  invalid or unenforceable  and  that  by  limiting  such
provision it would become  valid  and enforceable, then such provision shall be
deemed to be written, construed, and enforced as so limited.

23.  TERMINATION OF AGREEMENT
This Consulting Agreement may not be  terminated  by  either party prior to the
expiration of the term provided in Paragraph 8 above except as follows:
      (a)   Upon  the  bankruptcy  or liquidation of the other  party,  whether
voluntary or involuntary.
      (b)  Upon the other party taking  the  benefit  of  any  insolvency  law,
and/or
      (c)  Upon the other party having or applying for a receiver appointed for
either                   party.
      (d)  60-day written notice by either party.
      (e)  Upon fraudulent representations.

24.  ATTORNEY FEES
In  the  event  either  party  is in default of the terms or conditions of this
Consulting Agreement and legal action is initiated or suit be entered as a
result of such default, the prevailing party shall be entitled to  recover  all
costs  incurred  as  a  result  of such default
including all costs, reasonableattorney fees, expenses and court  costs  through
trial,  appeal  and to final disposition.

25.  RETURN OF RECORDS
Upon termination of this agreement, PMG shall deliver all records, notes, data,
memorandum, models and equipment of any nature that are in the control  of  PMG
that are the property of or relate to the business of COMPANY.

26.  WAIVER OF BREACH
Waiver  by  either  party of a breach of any provision of this agreement by the
other party shall not  operate  or  be  construed as a waiver of any subsequent
breach by the other party.

27.  DISCLAIMER BY PMG
PMG shall be the preparer of certain promotional  materials;  and  PMG  make no
representation  to  COMPANY  or  others  that; (a) its efforts or services will
result in any enhancement to COMPANY, (b)  the  price  of  COMPANY's  publicity
traded  securities  will  increase,  (c)  any  person  will  purchase COMPANY's
securities,  or (d) any investor will lend money to and/or invest  in  or  with
COMPANY.

28.  EARLY TERMINATION
In the event COMPANY fails or refuses to cooperate with PMG or fails or refuses
to make timely  payment  of the compensation set forth above and/or in ADDENDUM
"A", PMG shall have the right  to  terminate any further performance under this
agreement.   In such event, and upon  notification  thereof,  all  compensation
shall become immediately  due and payable and/or deliverable:  and PMG shall be
entitled to receive and retain  the  same  as  liquidated  damages and not as a
penalty.   In  lieu of all other remedies, the parties hereby  acknowledge  and
agree that it would be too difficult currently to determine the exact extent of
PMG's damages, but  that  the  receipt  and retention of such compensation is a
reasonable present estimate of such damage.

29.  LIMITATION OF PMG LIABILITY
In the event PMG fails to perform its work  or  services  hereunder, its entire
liability  to  COMPANY shall not exceed the lessor of (a) the  amount  of  cash
compensation PMG  has  received  from COMPANY under Paragraph 13 above, (b) the
amount of cash compensation PMG has  received  from COMPANY under Addendum "A",
or (c) the actual damage to COMPANY as a result of such non-performance.  In no
event shall PMG be liable to COMPANY for any indirect, special or consequential
damages nor for any claim against COMPANY by any  person or entity arising from
or in any way related to this agreement.

30.  OWNERSHIP OF MATERIALS
All right, title and interest in and to materials to  be  produced  by  PMG  in
connection  with  this  Consulting  Agreement and other services to be rendered
under said agreement shall be and remain  the  sole  and  exclusive property of
PMG,  except  in  the event COMPANY performs fully and timely  its  obligations
hereunder, COMPANY  shall  be entitled to receive upon written request, one (1)
copy of all such materials.

31.  AGREEMENT NOT TO HIRE
COMPANY understands and appreciated  that  PMG  invested a tremendous amount of
time, energy and expertise in the training of its  employees  and  education of
its  sub  contractors to be able to provide the very services COMPANY  desires.
COMPANY further  understands that in the event an employee of PMG be enticed to
leave, then PMG shall  be  damaged  in  an  amount the parties are incapable of
calculating  at  the present time.  Therefore,  COMPANY  agrees  not  to  offer
employment to any  employee or sub-contractor
of PMG nor to allow any employee, officer or director  of  COMPANY  to  offer 
such employment with COMPANY or any other company, concern, venture or entity  
with  whom officers and directors of COMPANY are employed, associated or hold 
a financial  stake  in for a period of three (3) years from the date of 
expiration or termination hereof.

32.  MISCELLANEOUS
      (a)  Effective date of representations shall be no later  than  the  date
PMG  is  prepared  to  distribute  magazine  and/or  brochures pursuant to this
agreement.
      (b)  Currency:  In all instances, references to  dollars  shall be deemed
to be United States Dollars.
      (c)  Stock:  In all instances, references to stock shall be  deemed to be
unrestricted and free trading.

33.  ARBITRATION
Any  controversy  or claim arising out of, relating to this agreement,  or  the
breach thereof, shall  be  settled  by arbitration in Orange County, Florida in
accordance with the rules then promulgated  by  said Courts and the Court shall
appoint an arbitrator, and judgment upon award rendered  may  be entered in the
courts  of  Orange  County,  Florida  or  any  other  court having jurisdiction
thereof, which award and/or judgment shall include reasonable attorney's fees.

34.  ACCEPTANCE BY PMG
This Consulting Agreement is not valid or binding upon  PMG  unless  and  until
executed by its President or other duly authorized executive officer of PMG  at
its home office in Orlando, Florida.

35.  NON-WAIVER
The  failure of either party at any time to require any such performance by any
other  part  shall  not  be construed as a waiver of such right to require such
performance and shall in no  way  affect  such  party's  right  to require such
performance  and  shall  in  no  way affect such party's right subsequently  to
require full performance hereunder.

36.  EXECUTION IN COUNTERPART
This agreement may be executed in  counterpart,  not  withstanding  the date or
dates  upon  which  this  agreement  is  executed  and  delivered by any of the
parties, and shall be deemed to be an original and all of which will constitute
one and the same agreement, effective as of the reference  date  first  written
above.

37.  FURTHER MUTUAL AGREEMENT(S)
It  is  further  mutually  agreed by and between the parties hereto as follows:
(write in)

IN WITNESS WHEREOF, the parties  hereto  have  set  their hands in execution of
this agreement.

For and in behalf of:         For and in behalf of:
COMPANY:                      PMG
PIERCE INTERNATIONAL, INC.    PROGRESSIVE MEDIA GROUP, INC.
                              a Florida Company

By: /S/ DR. PIERCE D. PARKER  By: /S/ MICHAEL DERRICK
         Dr. Pierce D. Parker          Michael Derrick
         Chairman                        VP
PROGRESSIVE MEDIA GROUP
                                 ADDENDUM "A"

SPECIFIC SERVICES:  (See Attachments, if any)

      PHASE I

            -  Fulfillment of investor requests and/or inquiries
            -  Send company list of names and addresses of investor
            -  In-house common line 800 number for incoming investor
            -  Disburse information on behalf of company  to  various 
                 financial news service
            -  Handle all Broker-Dealer request on behalf of company

COMPENSATION TO PMG:  400,000 SHARES
PROGRESSIVE MEDIA GROUP
                                 ADDENDUM "A"

It is mutually agreed by and between the parties hereto that in  the  event PMG
agrees to accept COMPANY'S free trading stock, either now or in the future,  as
full  or  partial  payment for any part or portion of PMG's compensation and/or
fee under this Consulting  Agreement,  that the number of such shares necessary
for such alternative compensation shall  be determined pursuant to a formula or
computation that discounts said shares from the bid price at a rate of 0% based
solely upon the 10-day previous average bid  price  as  of the date of any such
alternative compensation.  In the event the price of the  stock declines before
PMG is in receipt of said shares.  COMPANY agrees to increase the number of the
said shares in an amount necessary to equal the dollar value determined by said
formula  or  computation as specified herein.  In the event the  stock  is  not
received in PMG's account within 30 days from the execution of the date of this
agreement COMPANY  shall pay to PMG in U.S. funds an additional amount equal to
10% of the agreed-upon  value  of  said  shares  determined  by such formula or
computation  mentioned above as liquidated damages, and shall continue  and  be
applicable to  each  and  every  thirty-day  period  that  said  shares are not
received  by  PMG.   COMPANY  agrees said payment shall be wired to PMG  within
three days of any such default.   COMPANY acknowledges and agrees PMG shall not
provide or continue to provide services  until  all such fees are paid in full.
COMPANY  acknowledges  that  it has verified with its  attorneys,  accountants,
corporate  officers,  board  of  directors,   executive  decision  makers,  and
appropriate stock exchanges that said shares can,  in fact, be timely delivered
to PMG as agreed.

INITIALED:                     Initialed:

For and in Behalf of                For and in Behalf of
PIERCE INTERNATIONAL, INC.          PMG

/S/ DR. PIERCE D. PARKER            /S/ MICHAEL DERRICK
    DR. PIERCE D. PARKER               MICHAEL DERRICK
         CHAIRMAN                        VP

           DATE                                     DATE
EXHIBIT A - 2
CONSULTING SERVICES AGREEMENT

      THIS  CONSULTING  SERVICES  AGREEMENT  (this "Agreement"),  dated  as  of
January 1, 1998, is between PIERCE INTERNATIONAL,  INC., a Colorado corporation
("PIERCE") and Charles Henry (the "Consultant").

                                   RECITALS

      A.  The Consultant is in the business of providing services of benefit to
PIERCE and PIERCE desires to engage the services of  the Consultant under terms
and conditions specified in this Agreement.

      B.   PIERCE  and  the Consultant intend that their  relationship  NOT  be
considered an employer-employee  relationship and desire to set forth the basic
terms of the understandings between them in this Agreement.

                                   AGREEMENT

      IN  CONSIDERATION of the foregoing  recitals,  other  good  and  valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
the mutual  covenants  set  forth  below,  PIERCE  and  the Consultant agree as
follows:

                                   ARTICLE I

                         NATURE AND SCOPE OF SERVICES

      Section 1.1  ENGAGEMENT.  PIERCE hereby agrees to engage  the services of
the Consultant and the Consultant hereby agrees to provide services  to  PIERCE
on the terms and conditions set forth in this Agreement.

      Section  1.2  TERM.  The term of this Agreement shall commence on January
1, 1998 and shall continue until August 1, 1998.

      Section 1.3  NATURE OF SERVICES.  The Consultant shall provide consulting
services related  to  the  manufacture,  sale,  marketing  and  distribution of
strawboard  manufacturing  equipment  and construction materials produced  from
such equipment.

      Section 1.4  COMPLIANCE WITH APPLICABLE  LAWS.   In  performing  services
under  this  Agreement, the Consultant shall comply with any and all applicable
laws, rules, orders,  and regulations of any governmental or quasi-governmental
agency having jurisdiction  over  the  activities  of  the  Consultant  or  the
business activities of PIERCE.
ARTICLE II

                            RELATION OF THE PARTIES

      Section  2.1  INDEPENDENT CONTRACTOR STATUS.  At all times the Consultant
shall be considered  for  all  purposes  to  be an independent contractor.  The
Consultant  shall not be considered an agent or  employee  of  PIERCE  for  any
purpose.

      Section  2.2  CONSULTANT RESPONSIBLE FOR OWN TAXES.  The Consultant shall
not be entitled  to  participate in any plans, arrangements or distributions by
PIERCE pertaining to or  in  connection with any benefits for regular employees
of PIERCE, including, but not  limited  to,  FICA  contributions and income tax
withholdings.   The  Consultant shall be responsible for  the  payment  of  all
applicable taxes and the  filing of all applicable tax reports and returns with
the appropriate government  entities  with respect to any income derived by the
Consultant pursuant to this Agreement.

      Section 2.3  CONSULTANT RESPONSIBLE  FOR  OWN  INSURANCE.  The Consultant
shall  be  responsible  for  providing  his own insurance,  including,  without
limitation, liability insurance and workman's compensation.

      Section  2.4   INDEPENDENT  DISCRETION.    The   Consultant   shall   use
independent  discretion  as  to the means by which the duties described in this
Agreement are accomplished.  The  methods  and  procedures  for  performing the
services  pursuant  to this Agreement are within the exclusive control  of  the
Consultant.

      Section 2.5  NO  JOINT  VENTURE.   PIERCE  and the Consultant acknowledge
that  nothing  in this Agreement shall constitute them  as  partners  or  joint
venturers in the performance of any activities contemplated by this Agreement.

      Section 2.6  NO WARRANTIES AUTHORIZED.  In connection with performance of
Consultant's obligations  under  this  Agreement,  the Consultant shall make no
warranties, oral or written, concerning any aspect of  the  business operations
of PIERCE which are not provided to the Consultant, in writing, by PIERCE.

                                  ARTICLE III

                           COMPENSATION FOR SERVICES

      Section  3.1   SERVICE FEE.  As compensation for the performance  of  the
Consultant's services  under this Agreement, PIERCE shall deliver 60,000 shares
of Pierce International, Inc. common stock to the Consultant.
                                   ARTICLE IV

                                CONFIDENTIALITY

      Section 4.1  BUSINESS  OPPORTUNITIES.   The  Consultant  shall present to
PIERCE in the first instance any business opportunity (a) which is presented to
or  discovered  by  the  Consultant  during  the  term  of this Agreement  (and
applicable renewals) and (b) which is either reasonably related  to any type of
business  activity  in  which  PIERCE is then engaged or was presented  to,  or
discovered by, the Consultant by  reason  of performance of Consultant's duties
under this Agreement.

      Section  4.2   CONFIDENTIAL  LISTS.   The   Consultant   recognizes   and
acknowledges  that  the  list  of  PIERCE's  shareholders, contacts, suppliers,
customers  and agents, as they may exist from time  to  time,  is  a  valuable,
special, and unique asset of PIERCE's business.  If such list is made available
to the Consultant,  the  Consultant will not, during the term of this Agreement
or at any time after termination  of  this Agreement, disclose such list or any
part of it to any person or entity for  any reason or purpose whatsoever in the
absence of written consent obtained from PIERCE.

      Section  4.3   CONFIDENTIAL  INFORMATION.    During   the  term  of  this
Agreement, the Consultant may have access to and become familiar  with  various
trade   secrets,   techniques,   inventions,  processes,  and  compilations  of
information and records which are  owned,  in  whole  or in part, by PIERCE and
which are regularly used in the operation of its business,  as  well as various
other  types  of  confidential  information  concerning  PIERCE's business  and
operations.  The Consultant shall not disclose any such trade  secrets or other
confidential   information,  nor  use  any  of  such  trade  secrets  or  other
confidential information,  during  the  term  of  this Agreement or thereafter,
except as required in the course of performing Consultant's  duties  under this
Agreement.   All  files,  records,  documents,  equipment,  and  similar  items
relating  to PIERCE's business, whether prepared by the Consultant or otherwise
coming into  his possession, shall remain the exclusive property of PIERCE and,
except as may  be  required  during  the  course of performance of Consultant's
duties under this Agreement, shall not be removed  by  the  Consultant from the
premises  of  PIERCE  without  the  prior  written consent of the President  of
PIERCE.
ARTICLE V

                           MISCELLANEOUS PROVISIONS

      Section 5.1  NO ASSIGNMENT.  This Agreement  and  all  rights,  benefits,
duties  and obligations under this Agreement shall not be subject to execution,
attachment  or  similar  process and, in the absence of written permission from
PIERCE, may not be assigned,  delegated,  transferred, pledged or hypothecated.
Any such assignment, delegation, transfer,  pledge,  hypothecation,  execution,
attachment  or similar process, to the extent permitted by law, shall be  null,
void and of no  effect whatsoever, unless the written consent of PIERCE and the
Consultant shall have first been obtained.

      Section 5.2   GOVERNING  LAW.   This  Agreement  is  made under, shall be
construed in accordance with, and shall be governed by the laws of the State of
Colorado as applied to contracts made and performed solely within  the State of
Colorado.

      Section  5.3   WAIVER  AND  MODIFICATION.   Any  waiver,  alteration   or
modification  of any of the provisions of this Agreement shall be valid only if
made in writing  and  signed  by the parties to this Agreement.  The failure of
either party to enforce at any  time,  or  for  any  period of time, any of the
provisions  of  this  Agreement  shall not be construed as  a  waiver  of  such
provisions or of the right of such party to enforce each and every provision of
this Agreement in the future.

      Section 5.4  SEVERABILITY.   Whenever  possible,  each  provision of this
Agreement  shall  be  interpreted  in such manner as to be valid and  effective
under applicable law, but if any provision  of  this  Agreement  is found to be
prohibited or invalid under applicable law, such provision shall be ineffective
to  the  extent  of  such  prohibition  or invalidity without invalidating  the
remainder of such provision or the remaining provisions of this Agreement.

      Section 5.5  ENTIRE AGREEMENT.  This  Agreement  constitutes and embodies
the entire understanding and agreement of the parties to  this  Agreement  and,
except  as  otherwise provided in this Agreement, there are no other agreements
or understandings, written or oral, in effect between the Consultant and PIERCE
(or any other  person or entity) specifically relating to the substance of this
Agreement.
Section  5.6    COUNTERPARTS.    This   instrument  may  be  executed  in
counterparts, each of which shall be deemed an  original,  but  both  of  which
taken together shall constitute one and the same instrument.

      IN  WITNESS  WHEREOF,  PIERCE  and  the  Consultant  have  executed  this
Agreement as of the day and year first above written.

                                    PIERCE INTERNATIONAL, INC.

                                    By:/S/ PIERCE D. PARKER
                                         ____________________
                                         Pierce D. Parker, President

                                    THE CONSULTANT

                                    /S/  CHARLES HENRY
                                         __________________________
                                         Charles Henry
PART II
                          INFORMATION REQUIRED IN THE
                            REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

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

            (a)  The Registrant's latest annual report.

            (b)  All other  reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Registrant's latest annual report.

            (c)  The description of the class of securities to be registered by
this Registration Statement,  which  are  registered  under  Section  12 of the
Securities Act of 1934, and which were more fully described in (i) Articles  of
Incorporation  of  Pierce  International,  Inc.  dated  July  22, 1987 and (ii)
Articles of Amendment of Pierce International, Inc. dated April 1, 1996.

            All  documents  subsequently  filed by the Registrant  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the  Securities  Exchange  Act  of 1934,
prior  to  the  filing  of  a post-effective amendment which indicates that all
securities offered have been  sold  or  which  deregisters  all securities then
remaining  unsold,  shall  be  deemed  to be incorporated by reference  in  the
Registration Statement and to be a part thereof from the date of filing of such
documents.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The directors and officers of the  Registrant shall be indemnified by the
Registrant against all costs, losses, expenses  and liabilities incurred by any
such director or officer in the course of the Registrant's  business  according
to the Registrant's Articles of Incorporation.  In addition, all directors  and
officers are covered by a director's Indemnification Agreement.

      The foregoing discussion of the Registrant's Articles of Incorporation is
not  intended  to  be  exhaustive  and  is  qualified  in  its entirety by such
document.

ITEM 8.     EXHIBITS.  The exhibits listed in the following  index are filed as
part of this Registration Statement.

            EXHIBIT
            NUMBER            DESCRIPTION OF EXHIBIT

                4             See Exhibits No. 3 (c)(i) and (c)(ii).

                5             Opinion of David M. Summers, Esq.

ITEM 9.     UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

                  (1)  To file, during any period in which it  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 this Registration  Statement  or any material change to
such information in this Registration Statement.
(2)  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  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.

                  (4)  To file a post-effective amendment to  this Registration
Statement  to  include  any  financial  statements  required  by Rule  3-19  of
Regulation S-X at the start of any delayed offering or throughout  a continuous
offering.

            (b)   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  Exchange Act of 1934) that is incorporated by reference in this
Registration Statement  shall  be  deemed  to  be  a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            (c)  Insofar as indemnification for liabilities  arising  under the
Securities  Act of 1933 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 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 Englewood, Colorado, on March 26, 1998.

                                          PIERCE INTERNATIONAL, INC.

                                          By:  /S/ PIERCE D. PARKER

                                              Pierce D. Parker

      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 dates indicated.

      SIGNATURE                     TITLE             DATE

      /S/ PIERCE D. PARKER    Chairman of the Board  March 26, 1998
          Pierce D. Parker    and President

      /S/ MARK S. COOPER      Director               March 26, 1998
          Mark S. Cooper

      /S/ NANCY A. COOPER     Director               March 26, 1998
          Nancy A. Cooper
EXHIBIT 4
ARTICLES OF INCORPORATION

                                      OF

                          PIERCE INTERNATIONAL, INC.

      KNOW  ALL MEN BY THESE PRESENTS:  That the undersigned incorporator being

a natural person  of  the  age of eighteen years or more and desiring to form a

body corporate under the laws of the State of Colorado does hereby sign, verify

and deliver in duplicate to  the  Secretary  of State of the State of Colorado,

these Articles of Incorporation:

                                   ARTICLE I

                                     NAME

      The name of the Corporation shall be:  Pierce International, Inc.

                                  ARTICLE II

                              PERIOD OF DURATION

      The Corporation shall exist in perpetuity,  from  and  after  the date of

filing these Articles of Incorporation with the Secretary of State of the State

of Colorado unless dissolved according to law.

                                  ARTICLE III

                              PURPOSES AND POWERS

      1.    PURPOSES.  Except as restricted by these Articles of Incorporation,

the Corporation is organized for the purpose of transacting all lawful business

for which corporations may be incorporated pursuant to the Colorado Corporation

Code.

      2.    GENERAL   POWERS.   Except  as  restricted  by  these  Articles  of

Incorporation, the Corporation  shall  have  and  may  exercise  all powers and

rights  which  a  corporation  may  exercise  legally  pursuant to the Colorado

Corporation Code.

      3.    ISSUANCE OF SHARES.  The board of directors  of the Corporation may

divide and issue any class of stock of the Corporation in  series pursuant to a

resolution properly filed with the Secretary of State of the State of Colorado.
ARTICLE IV

                                 CAPITAL STOCK

      The  aggregate  number  of  shares  which  this  Corporation  shall  have

authority to issue is Seven Hundred and Fifty Million (750,000,000)  shares  of

no  par  value  each,  which shares shall be designated "Common Stock"; and Ten

Million (10,000,000) shares  of  no  par  value  each,  which  shares  shall be

designated  "Preferred Stock" and which may be issued in one or more series  at

the discretion  of  the Board of Directors.  In establishing a series the Board

of Directors shall give to it a distinctive designation so as to distinguish it

from the shares of all other series and classes, shall fix the number of shares

in such series, and the  preferences,  rights  and  restrictions  thereof.  All

shares of any one series shall be alike in every particular except as otherwise

provided by these Articles of Incorporation of the Colorado Corporation Code.

      1.    DIVIDENDS.   Dividends  in cash, property or shares shall  be  paid

upon the Preferred Stock for any year on a cumulative or noncumulative basis as

determined by a resolution of the Board  of  Directors prior to the issuance of

such  Preferred  Stock, to the extent earned surplus  for  each  such  year  is

available,  in an amount  as  determined  by  a  resolution  of  the  Board  of

Directors.  Such Preferred Stock dividends shall be paid pro rata to holders of

Preferred Stock  in  any  amount  not  less  than  nor  more  than  the rate as

determined  by a resolution of the Board of Directors prior to the issuance  of

such Preferred Stock.  No other dividend shall be paid on the Preferred Stock.

      Dividends in cash, property or shares of the Corporation may be paid upon

the Common Stock,  as and when declared by the Board of Directors, out of funds

of the Corporation to  the  extent  and  in the manner permitted by law, except

that no Common Stock dividend shall be paid  for any year unless the holders of

Preferred Stock, if any, shall receive the maximum  allowable  Preferred  Stock

dividend for such year.

      2.    DISTRIBUTION IN LIQUIDATION.  Upon any liquidation, dissolution  or

winding up of the Corporation, and after paying or adequately providing for the

payment  of all its
obligations, the remainder of the assets of the Corporation

shall be distributed,  either in cash or in kind, first pro rata to the holders

of the Preferred Stock until  an amount to be determined by a resolution of the

Board  of  Directors  prior to issuance  of  such  Preferred  Stock,  has  been

distributed per share,  and, then, the remainder pro rata to the holders of the

Common Stock.

      3.    REDEMPTION.   The  Preferred  Stock  may be redeemed in whole or in

part  as  determined by a resolution of the Board of  Directors  prior  to  the

issuance of such Preferred Stock, upon prior notice to the holders of record of

the Preferred Stock, published, mailed and given in such manner and form and on

such other  terms  and  conditions  as  may  be  prescribed by the Bylaws or by

resolution of the Board of Directors, by payment in  cash  or  Common Stock for

each share of the Preferred Stock to be redeemed, as determined by a resolution

of  the  Board  of  Directors  prior  to the issuance of such Preferred  Stock.

Common Stock used to redeem Preferred Stock  shall be valued as determined by a

resolution of the Board of Directors prior to  the  issuance  of such Preferred

Stock.   Any  rights to or arising from fractional shares shall be  treated  as

rights to or arising  from  one share.  No such purchase or retirement shall be

made if the capital of the Corporation would be impaired thereby.

      If  less  than  all the outstanding  shares  are  to  be  redeemed,  such

redemption may be made by lot or pro rata as may be prescribed by resolution of

the Board of Directors;  provided,  however,  that  the  Board of Directors may

alternatively invite from shareholders offers to the Corporation  of  Preferred

Stock  at less than an amount to be determined by a resolution of the Board  of

Directors  prior  to issuance of such Preferred Stock, and when such offers are

invited, the Board  of  Directors  shall  then be required to buy at the lowest

price or prices offered, up to the amount to be purchased.

      From  and  after  the  date fixed in any  such  notice  as  the  date  of

redemption (unless default shall  be  made by the Corporation in the payment of

the redemption price), all dividends on  the Preferred Stock thereby called for

redemption  shall cease to accrue and
all rights  of  the  holders  thereof  as

stockholders  of  the  Corporation,  except the right to receive the redemption

price, shall cease and terminate.

      Any purchase by the Corporation  of  the  shares  of  its Preferred Stock

shall not be made at prices in excess of said redemption price.

      4.    VOTING RIGHTS; CUMULATIVE VOTING.  Each outstanding share of Common

Stock shall be entitled to one vote and each fractional share  of  Common Stock

shall  be entitled to a corresponding fractional vote on each matter  submitted

to a vote  of  shareholders.  A majority of the shares of Common Stock entitled

to vote, represented  in  person  or  by  proxy, shall constitute a quorum at a

meeting of shareholders.  Except as otherwise  provided  by  these  Articles of

Incorporation  or  the  Colorado Corporation Code, if a quorum is present,  the

affirmative vote of a majority  of  the  shares  represented at the meeting and

entitled to vote on the subject matter shall be the  act  of  the shareholders.

When,  with  respect  to  any  action  to  be  taken  by  shareholders of  this

Corporation,  the  laws  of  Colorado  require the vote or concurrence  of  the

holders of two-thirds of the outstanding shares, of the shares entitled to vote

thereon, or of any class or series, such  action  may  be  taken by the vote or

concurrence  of  a  majority  of  such  shares  or  class  or  series  thereof.

Cumulative  voting  shall not be allowed in the election of directors  of  this

Corporation.

      Shares of Preferred  Stock  shall  only  be  entitled  to such vote as is

determined  by  the  Board  of Directors prior to the issuance of  such  stock,

except as required by law, in which case each share of Preferred Stock shall be

entitled to one vote.

      5.    DENIAL OF PREEMPTIVE  RIGHTS.   No  holder  of  any  shares  of the

Corporation, whether now or hereafter authorized, shall have any preemptive  or

preferential  right  to  acquire  any  shares or securities of the Corporation,

including shares or securities held in the treasury of the Corporation.

      6.    CONVERSION RIGHTS.  Holders  of  shares  of  Preferred Stock may be

granted  the  right  to  convert such Preferred Stock to Common  Stock  of  the

Corporation on such terms  as may be determined by the Board of Directors prior

to issuance of such Preferred Stock.
ARTICLE V

                    TRANSACTIONS WITH INTERESTED DIRECTORS

      No contract or other transaction  between the Corporation and one or more

of its directors or any other corporation,  firm,  association,  or  entity  in

which one or more of its directors are directors or officers or are financially

interested shall be either void or voidable solely because of such relationship

or  interest or solely because such directors are present at the meeting of the

board  of  directors  or  a  committee  thereof  which authorizes, approves, or

ratifies such contract or transaction or solely because their votes are counted

for such purpose if:

            (a)   The fact of such relationship or  interest  is  disclosed  or

known to the board  of  directors  or  committee which authorizes, approves, or

ratifies the contract or transaction by  a  vote  or consent sufficient for the

purpose without counting the votes or consents of such interested directors; or

            (b)   The  fact of such relationship or interest  is  disclosed  or

known to the shareholders  entitled  to  vote  and  they authorize, approve, or

ratify such contract or transaction by vote or written consent; or

            (c)   The contract or transaction is fair  and  reasonable  to  the

corporation.

      Common or interested directors may be counted in determining the presence

of a quorum at a meeting of the board of directors or a committee thereof which

authorizes, approves, or ratifies such contract or transaction.

                                  ARTICLE VI

                             CORPORATE OPPORTUNITY

      The  officers,   directors  and  other  members  of  management  of  this

Corporation shall be subject  to the doctrine of "corporate opportunities" only

insofar as it applies to business  opportunities  in which this Corporation has

expressed  an interest as determined from time to time  by  this  Corporation's

board of directors  as  evidenced by resolutions appearing in
the Corporation's minutes.   Once such areas  of  interest  are  delineated, 

all  such  business opportunities  within  such areas of interest which com to 

the attention of the officers, directors, and  other members of management of 

this Corporation shall be disclosed promptly to this  Corporation and made 

available to it.  The board of directors may reject any business opportunity 

presented to it and thereafter any officer, director or other member  of 

management may avail himself of such opportunity.   Until  such  time  as this

Corporation,  through  its  board  of directors, has designated an area of

interest,  the  officers,  directors  and other members of management of this

Corporation shall be free to engage in such areas  of interest on their own and 

this doctrine shall not limit the rights of any officer,  director  or  other 

member  of management of this Corporation to continue a business existing prior

to the time  that  such  area of interest is designated  by  the  Corporation. 

This  provision  shall not be construed  to release any employee of this 

Corporation (other than an  officer,  director  or member of management) from 

any duties which he may have to this Corporation.

                                  ARTICLE VII

                                INDEMNIFICATION

      The Corporation may indemnify any director, officer, employee, fiduciary,

or  agent  of  the  Corporation  to  the  full extent permitted by the Colorado

Corporation Code as in effect at the time of the conduct by such person.

                                 ARTICLE VIII

                                  AMENDMENTS

      The Corporation reserves the right to amend its Articles of Incorporation

from time to time in accordance with the Colorado Corporation Code.

                                 ARTICLE IX

                       ADOPTION AND AMENDMENT OF BYLAWS

      The initial Bylaws of the Corporation  shall  be  adopted by its board of

directors.   Subject  to  repeal or change by action of the  shareholders,  the

power to alter, amend or
repeal  the Bylaws or adopt new Bylaws shall be vested

in the board of directors.  The Bylaws  may  contain  any  provisions  for  the

regulation  and  management  of the affairs of the Corporation not inconsistent

with law or these Articles of Incorporation.

                                   ARTICLE X

                    REGISTERED OFFICE AND REGISTERED AGENT

      The address of the initial  registered  office of the Corporation is 6474

S. Quebec, Englewood, Colorado  80111, and the  name  of the initial registered

agent at such address is Pierce D. Parker.  Either the registered office or the

registered agent may be changed in the manner permitted by law.

                                  ARTICLE XI

                          INITIAL BOARD OF DIRECTORS

      The number of directors of the Corporation shall  be  fixed by the Bylaws

of  the  Corporation,  with  the  provision  that  there need be only  as  many

directors as there are shareholders in the event that  the  outstanding  shares

are  held  of  record  by  fewer than three shareholders.  The initial board of

directors of the Corporation  shall consist of one (1) directors.  The name and

address of the person who shall  serve  as  director  until  the  first  annual

meeting  of shareholders and until his successors are elected and shall qualify

is as follows:

            NAME                          ADDRESS

            Pierce D. Parker        6474 S. Quebec
                                    Englewood, Colorado  80111
ARTICLE XII

                                 INCORPORATOR

      The name and address of the incorporator is as follows:

            NAME                          ADDRESS

            Jon D. Sawyer           511 16th Street, #400
                                    Denver, Colorado  80202

      IN  WITNESS  WHEREOF,  the  above-named  incorporator  has  signed  these
Articles  of Incorporation this 21st day of July, 1987.

                                      /S/ JON D. SAWYER

                                      Jon D. Sawyer
ARTICLES OF AMENDMENT

                       TO THE ARTICLES OF INCORPORATION

                                      OF

                          PIERCE INTERNATIONAL, INC.

      Pursuant  to  the  provisions  of  the Colorado Business Corporation Act,
Pierce  International,  Inc.,  a  Colorado corporation,  adopts  the  following
Articles of Amendment to its Articles of Incorporation:

      FIRST: The name of the corporation is Pierce International, Inc.

      SECOND:  The following amendment  was  unanimously  adopted  on March 13,
1996,  in  the manner prescribed by the Colorado Business Corporation  Act,  by
action of the shareholders of the Corporation:

      RESOLVED:   That  each  25  shares  of  this  corporation's  common stock
      outstanding  as  of March 13, 1996 shall be automatically converted  into
      one share of its common  stock  and  that  the  first  full  paragraph of
      Article  IV  (prior  to  the  subsection  entitled  "Dividends")  of this
      Corporation's  Articles  of  Incorporation  shall be deleted and replaced
      with the following:

            The aggregate number of shares which this  Corporation  shall  have
      authority  to issue is Thirty Million (30,000,000) shares of no par value
      each, which shall be designated "Common Stock"; and Four Hundred Thousand
      (400,000) shares  of  no par value each, which shares shall be designated
      "Preferred Stock" and which  may  be  issued in one or more series at the
      discretion of the Board of Directors.

      A. PREFERRED STOCK. The corporation may  divide  and  issue the preferred
      stock in series.  Preferred shares of each series when  issued  shall  be
      designated  to distinguish them from the shares of all other series.  The
      Board of Directors  hereby  is  expressly vested with authority to divide
      the class of preferred stock into  series  and  to  fix and determine the
      relative rights, limitations and preferences of the shares  of  any  such
      series  so  established to the full extent permitted by these Articles of
      Incorporation  and  the  laws  of the state of Colorado in respect of the
      following:

            (i)   The number of shares  to  constitute  such  series,  and  the
      distinctive designations thereof;

            (ii)  The  rate  and  preference  of  any dividends and the time of
      payment of any dividends, whether dividends are  cumulative  and the date
      from which any dividends shall accrue;

            (iii)   Whether  shares  may be redeemed and, if so, the redemption
      price and the terms and conditions of redemption;

            (iv)   The  amount payable upon  shares  in  event  of  involuntary
      liquidation;

            (v)   The  amount   payable  upon  shares  in  event  of  voluntary
      liquidation;
(vi)  Sinking fund or  other provisions, if any, for the redemption
      or purchase of shares;

            (vii)  The terms and conditions  on  which shares may be converted,
      if the shares of any series are issued with the privilege of conversion;

            (viii)  Voting rights, if any; and

            (ix)  Any other relative rights and preferences  of  shares of such
      series,  including  without limitation any restriction on an increase  in
      the  number of shares  of  any  series  theretofore  authorized  and  any
      limitation  or  restriction  of  rights  or powers to which shares of any
      future series shall be subject.

      B. COMMON STOCK.

            (i)  The holder of common stock shall  have  and possess all rights
      as shareholders of the corporation, except as such rights  may be limited
      by  the  preferences,  privileges and voting powers, and the restrictions
      and limitations, of the  preferred  stock.   All  common stock, when duly
      issued,  shall be fully paid and nonassessable.  The  holders  of  common
      stock shall be entitled to receive such dividends as may be declared from
      time to time by the Board of Directors.

            (ii)  Each shareholder of record shall have one vote for each share
      of stock standing  in  such  shareholder's  name  on  the  books  of  the
      corporation  and  entitled  to  vote.   Cumulative  voting  shall  not be
      permitted in the election of directors or otherwise.
C.  SHARE  DIVIDENDS.   Shares of one class or series may be issued as  a
      share dividend in respect  of shares of another class or series, pursuant
      to C.R.S. Section 7-106-204, as amended from time to time.

      THIRD:  Fractional shares created  by the exchange of 1 share for each 25
currently outstanding shares of the corporation's  common stock shall be issued
to the affected shareholders.

      FOURTH:  The amendment above was adopted by a  vote  of  the shareholders
and the number of shares voted for the amendment was sufficient for approval.

DATED:  March 13, 1996.

                              PIERCE INTERNATIONAL, INC.

                              By: /S/ PIERCE D. PARKER
                                  Pierce D. Parker, President

ATTEST:

/S/ NANCY A. COOPER
    Nancy A. Cooper
EXHIBIT 5
David M. Summers
                                Attorney At Law
                   5670 Greenwood Plaza Boulevard, Suite 422
                          Englewood, Colorado  80111

                                March 26, 1998

Pierce International, Inc.
13275 Fremont Place, Suite 101A
Englewood, Colorado 80112

      RE:   FORM S-8 REGISTRATION STATEMENT
            COMMISSION FILE NO. 33-17679

Ladies and Gentlemen,

      I  have  acted  as  counsel  for  Pierce International, Inc., a  Colorado
corporation (the "Company") in connection  with the registration by the Company
of  460,000  shares  of its common stock, without  par  value  per  share  (the
"Securities"), as contemplated  by the Company's Registration Statement on Form
S-8 filed on March 26, 1998 with  the  Securities  and Exchange Commission (the
"Commission") in accordance with applicable provisions of the Securities Act of
1933, as amended.

      In  connection with my representation, I have examined  and  relied  upon
such records  and  documents  as  I  have  deemed  necessary as a basis for the
opinions  expressed  below.   In  such  examination,  I have  assumed,  without
undertaking  to  verify  the  same  by  independent investigation,  (i)  as  to
questions of fact, the accuracy of all representations  and  certifications  of
all  persons  in  documents  examined  by  me,  (ii)  the  genuineness  of  all
signatures,  (iii)  the duly authorized execution and delivery of all documents
on behalf of all persons,  (iv)  the authenticity of all documents submitted to
me as originals, (v) the conformity  to originals of all documents submitted to
me as copies, (vi) the authenticity of  such  copied  originals,  and (vii) the
accuracy of all official records.  I have also relied, as to certain matters of
fact, upon representations made to me by officers and agents of the Company.

      Based upon and subject to the foregoing, I am of the opinion that:

      (1)   The Company is a corporation, duly organized, validly existing, and
in good standing under the laws of the State of Colorado.

      (2)  All of the Securities, upon issuance and delivery thereof,  will  be
duly  and  validly  issued,  fully  paid  and  non-assessable  under applicable
provisions of the Colorado Business Corporation Act.

      I hereby consent to the filing of this opinion with the Commission  as an
exhibit to the Registration Statement described above.

                                                Yours truly,

                                                /S/ DAVID M. SUMMERS
                                                David M. Summers
DMS/ldh