As filed with the Securities and Exchange Commission on September 26, 2000
                      Registration Statement No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933


                          PLANETGOOD TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              Nevada                                        35-2090110
(State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                     Identification Number)

                              7202 East 87th Street
                           Indianapolis, Indiana 46256
                    (Address of Principal Executive Offices)

           JAKE CANCELI CONSULTING AGREEMENT, DATED SEPTEMBER 11, 2000
                            (Full Title of the Plan)


        Mark W. Smith                                Copy to:
President and Chief Executive Officer           John R. Zerkle
     7202 East 87th Street                 Leagre Chandler & Millard LLP
          Suite 109                    135 North Pennsylvania Street, Suite 1400
   Indianapolis, Indiana 46256                 Indianapolis, Indiana 46204
         (317) 806-3000                          (317) 808-3000
 (Name, address and telephone number,
including area code, of Agent for Service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
                                                                 Proposed Maximum        Proposed Maximum
Title of Securities to be Registered       Amount to be         Offering Price Per      Aggregate Offering        Amount of
                                          Registered (1)              Share                   Price           Registration Fee
-------------------------------------- ---------------------- ----------------------- ----------------------- ------------------
<S>                                     <C>                    <C>                     <C>                     <C>
Common Stock, $0.001 par value                350,000                $1.78125              $623,437.50             $164.59
====================================== ====================== ======================= ======================= ==================
</TABLE>

(1)      Estimated  solely for  purposes of  determining  the  registration  fee
         pursuant  to Rule  457(c),  based on the  average  of the bid and asked
         prices for the  Registrant's  Common  Stock on September  21, 2000,  as
         quoted on the NASD Over-The-Counter Bulletin Board.



<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Information  required by Part I, Item 1 to be  contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the introductory Note
to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Upon written or oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in the Section 10(a) prospectus),  other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional  information  about the consulting  agreement that is covered by this
Registration  Statement  are  available  without  charge  by  contacting  Ted P.
O'Brien, Secretary, at (317) 806-3000.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  of  PlanetGood   Technologies,   Inc.  (the
"Registrant")   filed  with  the   Securities  and  Exchange   Commission   (the
"Commission")  are  hereby   incorporated  by  reference  in  this  Registration
Statement:

         (a)(1)  Annual Report on Form 10-KSB of the  Registrant  filed with the
Commission  pursuant to the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"), for the Registrant's fiscal year ended December 31, 1999.

         (b)(1)  Quarterly  Report on Form 10-QSB for the Registrant  filed with
the Commission pursuant to the Exchange Act, for the Registrant's fiscal quarter
ended March 31, 2000.

         (b)(2)  Quarterly  Report on Form 10-QSB for the Registrant  filed with
the Commission pursuant to the Exchange Act, for the Registrant's fiscal quarter
ended June 30, 2000.

         (c)(1) The description of the Common Stock of the Registrant  contained
under Item 11,  "Description of Securities,"  in the  Registrant's  Registration
Statement on Form 10-SB filed with the Commission on January 11, 2000.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement 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 herein and to
be part hereof from the date of filing of such documents.

<PAGE>

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated  or is deemed to be  incorporated  by reference  herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Nevada   Revised   Statute   Section   78.037   states  that  a  Nevada
corporation's  articles of  incorporation  may include  provisions to the effect
that officers and directors of a corporation  shall not be personally  liable to
the corporation or its shareholders for monetary damages for breach of fiduciary
duty as an  officer  or a  director,  except  for  liability  for:  (i)  acts or
omissions which involve intentional misconduct,  fraud or a knowing violation of
law, or (ii) distributions as provided in Nevada Revised Statute Section 78.300.
The Registrant's  Articles of Incorporation include a provision for directors of
the type permitted by Nevada Revised Statute Section 78.037.

         The  Registrant's  Bylaws provide that it shall  indemnify its officers
and  directors,  and its former  officers  and  directors,  against all expenses
(including attorney's fees), claims, judgments, liabilities, and amounts paid in
settlement  arising  out of his or her  services  on  behalf  of the  Registrant
subject to the  qualifications  contained  in Nevada  law,  except  that no such
persons shall be indemnified against, or be reimbursed for, any expense incurred
in  connection  with  any  claim  or  liability  arising  out of his or her  own
negligence  or willful  misconduct.  Nevada law also provides that a corporation
cannot indemnify its officers, directors, employees and agents when it asserts a
direct claim against them and a court of competent  jurisdiction finds that they
are  liable  to the  corporation  except  as  allowed  by a court  of  competent
jurisdiction.

         Nevada law generally  provides that a corporation shall have such power
to indemnify officers, directors,  employees and agents to the extent they acted
in good faith in a manner they reasonably  believed to be in, or not opposed to,
the best interests of the  corporation  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe the conduct was  unlawful.
Nevada law also generally provides in the event an officer,  director,  employee
or  agent  shall  be  judged  liable,  enter  into a  settlement,  or any  other
resolution of the claim, except when a claim is brought by the corporation, such
indemnification  shall  apply if  approved  by the court in which the action was
brought,  or by a  majority  vote  of the  board  of  directors  (excluding  any
directors who were party to such action),  or by independent  legal counsel in a
written  opinion,  or by a  majority  vote  of  shareholders.  Nevada  law  also
generally provides that in the event an officer, director,  employee or agent is
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding,  the  corporation  shall  indemnify  him  or  her  against  expenses
including attorneys' fees.

<PAGE>

     Nevada law also permits a corporation to purchase and maintain insurance on
behalf of the  corporation's  directors and  officers.  The  Registrant  had not
purchased such insurance as of the date of this filing.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed herewith:

Exhibit    Description
  No.

3.1  Amended Articles of Incorporation of Registrant,  incorporated by reference
     to Exhibit 3.1 to the Registrant's  Form 10-SB,  filed on November 24, 1999
     (the "Form 10-SB"), and Exhibit 3.1 to the Registrant's Form 10-QSB for the
     quarter ended June 30, 2000.

3.2  By-laws of Registrant, incorporated by reference to Exhibit 3.2 to the Form
     10-SB.

5    Opinion of Leagre Chandler & Millard LLP,  regarding legality of securities
     being offered, including consent.

10   Consulting Agreement,  dated September 11, 2000, between the Registrant and
     Jake Canceli.

23   Consent of Katz, Sapper & Miller, LLP.

24   Power of Attorney (included on page II-6).



Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  registration
                  statement:

                           (i)  To include any prospectus required by Section 10
                           (a)(3) of the Securities Act of 1933.
<PAGE>

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of this registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this registration statement.

                           (iii)  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.

                  Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not
                  apply  if  the  information  required  to  be  included  in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the registrant  pursuant to Section 13 or Section 15(d) of the
                  Securities  Exchange  Act of 1934  that  are  incorporated  by
                  reference in the 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.

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

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
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 Indianapolis, Indiana, on this 26th day of September, 2000.

                           PLANETGOOD TECHNOLOGIES, INC.


                           By:/s/ Mark W. Smith
                              Mark W. Smith
                              President and Chief Executive Officer


                        POWER OF ATTORNEY AND SIGNATURES

         Each person whose signature appears below constitutes and appoints Mark
W.  Smith  and  Gregory  P.  Urbanski,  and  each of them,  his true and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection  therewith,  with the  Securities and Exchange  Commission  under the
Securities Act of 1933.



<PAGE>


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



              Date                              Signature and Title


Date:  September 26, 2000          /s/ Mark W. Smith
                                   Mark W. Smith, President, Chief Executive
                                   Officer(Principal Executive Officer) and
                                   a Director


Date:  September 26, 2000          /s/ Ted P. O'Brien
                                   Ted P. O'Brien, Vice President, Secretary
                                   and a Director


Date:  September 26, 2000          /s/ Gregory P. Urbanski
                                   Gregory P. Urbanski, Chief Financial Officer,
                                   Treasurer(Principal Accounting Officer and
                                   Principal Financial Officer) and a Director
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17057}]
{"company-data": {"conformed-name": "PLANETGOOD TECHNOLOGIES INC", "cik": "0001088464", "assigned-sic": "7389", "irs-number": "352090110", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46596", "film-number": "728684"}, "business-address": {"street1": "7202 EAST 87TH STREET", "street2": "SUITE 109", "city": "INDIANAPOLIS", "state": "IN", "zip": "46256", "phone": "3178063000"}, "mail-address": {"street1": "7202 EAST 87TH STREET", "street2": "SUITE 109", "city": "INDIANAPOLIS", "state": "IN", "zip": "46256"}, "former-company": {"former-conformed-name": "BROWSESAFE COM INC", "date-changed": "19991118"}}
As filed with the Securities and Exchange Commission on September 26, 2000
                      Registration Statement No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933

                          PLANETGOOD TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              Nevada                                        35-2090110
(State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                     Identification Number)

                              7202 East 87th Street
                           Indianapolis, Indiana 46256
                    (Address of Principal Executive Offices)

           JAKE CANCELI CONSULTING AGREEMENT, DATED SEPTEMBER 11, 2000
                            (Full Title of the Plan)

        Mark W. Smith                                Copy to:
President and Chief Executive Officer           John R. Zerkle
     7202 East 87th Street                 Leagre Chandler & Millard LLP
          Suite 109                    135 North Pennsylvania Street, Suite 1400
   Indianapolis, Indiana 46256                 Indianapolis, Indiana 46204
         (317) 806-3000                          (317) 808-3000
 (Name, address and telephone number,
including area code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

                                                                 Proposed Maximum        Proposed Maximum
Title of Securities to be Registered       Amount to be         Offering Price Per      Aggregate Offering        Amount of
                                          Registered (1)              Share                   Price           Registration Fee
-------------------------------------- ---------------------- ----------------------- ----------------------- ------------------
Common Stock, $0.001 par value                350,000                $1.78125              $623,437.50             $164.59
====================================== ====================== ======================= ======================= ==================
(1)      Estimated  solely for  purposes of  determining  the  registration  fee
         pursuant  to Rule  457(c),  based on the  average  of the bid and asked
         prices for the  Registrant's  Common  Stock on September  21, 2000,  as
         quoted on the NASD Over-The-Counter Bulletin Board.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Information  required by Part I, Item 1 to be  contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the introductory Note
to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Upon written or oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in the Section 10(a) prospectus),  other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional  information  about the consulting  agreement that is covered by this
Registration  Statement  are  available  without  charge  by  contacting  Ted P.
O'Brien, Secretary, at (317) 806-3000.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  of  PlanetGood   Technologies,   Inc.  (the
"Registrant")   filed  with  the   Securities  and  Exchange   Commission   (the
"Commission")  are  hereby   incorporated  by  reference  in  this  Registration
Statement:

         (a)(1)  Annual Report on Form 10-KSB of the  Registrant  filed with the
Commission  pursuant to the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"), for the Registrant's fiscal year ended December 31, 1999.

         (b)(1)  Quarterly  Report on Form 10-QSB for the Registrant  filed with
the Commission pursuant to the Exchange Act, for the Registrant's fiscal quarter
ended March 31, 2000.

         (b)(2)  Quarterly  Report on Form 10-QSB for the Registrant  filed with
the Commission pursuant to the Exchange Act, for the Registrant's fiscal quarter
ended June 30, 2000.

         (c)(1) The description of the Common Stock of the Registrant  contained
under Item 11,  "Description of Securities,"  in the  Registrant's  Registration
Statement on Form 10-SB filed with the Commission on January 11, 2000.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement 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 herein and to
be part hereof from the date of filing of such documents.
Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated  or is deemed to be  incorporated  by reference  herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Nevada   Revised   Statute   Section   78.037   states  that  a  Nevada
corporation's  articles of  incorporation  may include  provisions to the effect
that officers and directors of a corporation  shall not be personally  liable to
the corporation or its shareholders for monetary damages for breach of fiduciary
duty as an  officer  or a  director,  except  for  liability  for:  (i)  acts or
omissions which involve intentional misconduct,  fraud or a knowing violation of
law, or (ii) distributions as provided in Nevada Revised Statute Section 78.300.
The Registrant's  Articles of Incorporation include a provision for directors of
the type permitted by Nevada Revised Statute Section 78.037.

         The  Registrant's  Bylaws provide that it shall  indemnify its officers
and  directors,  and its former  officers  and  directors,  against all expenses
(including attorney's fees), claims, judgments, liabilities, and amounts paid in
settlement  arising  out of his or her  services  on  behalf  of the  Registrant
subject to the  qualifications  contained  in Nevada  law,  except  that no such
persons shall be indemnified against, or be reimbursed for, any expense incurred
in  connection  with  any  claim  or  liability  arising  out of his or her  own
negligence  or willful  misconduct.  Nevada law also provides that a corporation
cannot indemnify its officers, directors, employees and agents when it asserts a
direct claim against them and a court of competent  jurisdiction finds that they
are  liable  to the  corporation  except  as  allowed  by a court  of  competent
jurisdiction.

         Nevada law generally  provides that a corporation shall have such power
to indemnify officers, directors,  employees and agents to the extent they acted
in good faith in a manner they reasonably  believed to be in, or not opposed to,
the best interests of the  corporation  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe the conduct was  unlawful.
Nevada law also generally provides in the event an officer,  director,  employee
or  agent  shall  be  judged  liable,  enter  into a  settlement,  or any  other
resolution of the claim, except when a claim is brought by the corporation, such
indemnification  shall  apply if  approved  by the court in which the action was
brought,  or by a  majority  vote  of the  board  of  directors  (excluding  any
directors who were party to such action),  or by independent  legal counsel in a
written  opinion,  or by a  majority  vote  of  shareholders.  Nevada  law  also
generally provides that in the event an officer, director,  employee or agent is
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding,  the  corporation  shall  indemnify  him  or  her  against  expenses
including attorneys' fees.
Nevada law also permits a corporation to purchase and maintain insurance on
behalf of the  corporation's  directors and  officers.  The  Registrant  had not
purchased such insurance as of the date of this filing.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed herewith:

Exhibit    Description
  No.

3.1  Amended Articles of Incorporation of Registrant,  incorporated by reference
     to Exhibit 3.1 to the Registrant's  Form 10-SB,  filed on November 24, 1999
     (the "Form 10-SB"), and Exhibit 3.1 to the Registrant's Form 10-QSB for the
     quarter ended June 30, 2000.

3.2  By-laws of Registrant, incorporated by reference to Exhibit 3.2 to the Form
     10-SB.

5    Opinion of Leagre Chandler & Millard LLP,  regarding legality of securities
     being offered, including consent.

10   Consulting Agreement,  dated September 11, 2000, between the Registrant and
     Jake Canceli.

23   Consent of Katz, Sapper & Miller, LLP.

24   Power of Attorney (included on page II-6).

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  registration
                  statement:

                           (i)  To include any prospectus required by Section 10
                           (a)(3) of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
                           arising after the effective date of this registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this registration statement.

                           (iii)  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.

                  Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not
                  apply  if  the  information  required  to  be  included  in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the registrant  pursuant to Section 13 or Section 15(d) of the
                  Securities  Exchange  Act of 1934  that  are  incorporated  by
                  reference in the 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.

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

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
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 Indianapolis, Indiana, on this 26th day of September, 2000.

                           PLANETGOOD TECHNOLOGIES, INC.

                           By:/s/ Mark W. Smith
                              Mark W. Smith
                              President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

         Each person whose signature appears below constitutes and appoints Mark
W.  Smith  and  Gregory  P.  Urbanski,  and  each of them,  his true and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection  therewith,  with the  Securities and Exchange  Commission  under the
Securities Act of 1933.
Pursuant  to the  requirements  of the  Securities  Act  of  1933  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the dates indicated.

              Date                              Signature and Title

Date:  September 26, 2000          /s/ Mark W. Smith
                                   Mark W. Smith, President, Chief Executive
                                   Officer(Principal Executive Officer) and
                                   a Director

Date:  September 26, 2000          /s/ Ted P. O'Brien
                                   Ted P. O'Brien, Vice President, Secretary
                                   and a Director

Date:  September 26, 2000          /s/ Gregory P. Urbanski
                                   Gregory P. Urbanski, Chief Financial Officer,
                                   Treasurer(Principal Accounting Officer and
                                   Principal Financial Officer) and a Director