Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.
                                                      
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                    
                                
                           ECOTYRE TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)
                                
       Delaware                                   11-3234026
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
 incorporation or organization)

895 Waverly Avenue, Holtsville, New York            11742 
(Address of principal executive offices)          (Zip Code)

            ECOTYRE TECHNOLOGIES, INC. 1997 LONG TERM INCENTIVE PLAN
                            (Full Title of the Plan)
                                
                            Vito F. Alongi, President
                           EcoTyre Technologies, Inc.
                               895 Waverly Avenue
                           Holtsville, New York 11742
                     (Name and address of agent for service)
                                
                                 (516) 289-4545
          (Telephone number, including area code, of agent for service)
                                                       
                                    copy to:
                            David H. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820
                                                       
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------
Title of Each                          Proposed Maximum     Proposed Maximum
Class of Securities   Amount to be     Offering             Aggregate Amount of 
to be Registered      Registered       Price Per Share (1)  Offering Price (1)    Registration Fee
--------------------------------------------------------------------------------------------------
<S>                   <C>                   <C>                   <C>                   <C>
Common Stock,       1,700,000 shs.          $0.47                 $799,000             $242
par value $.001
per share (2)
--------------------------------------------------------------------------------------------------
<FN>

(1)  Estimated solely for the purpose of calculating the registration fee, based upon the 
     average of the bid and ask prices of the Company's  Common Stock reported on the Nasdaq  
     SmallCap Market on May 6, 1997, pursuant to Rule 457.  
(2)  The Registration Statement also covers an indeterminate  number of additional shares of 
     Common  Stock  which may  become issuable pursuant to anti-dilution  and adjustment  
     provisions of the Plans. 
</FN>
</TABLE>
     
<PAGE>
                                                                                
                                     PART II
                                
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.  Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a) through (c) below:

     (a)  The Registrant's latest annual report filed pursuant to Section 13(a)
          or 15(d) of the  Securities  Exchange  Act of 1934,  or  either (I) 
          the latest prospectus  filed  pursuant to Rule 424(b) under the 
          Securities Act of 1933 that contains audited  financial  statements 
          for the Registrant's  latest fiscal year for which such  statements  
          have been filed or (II) the  Registrant's  effective registration  
          statement  on Form 10 filed under the  Securities  Exchange Act of
          1934 containing audited financial  statements for the Registrant's 
          latest fiscal year;

     (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 document referred to in (a) above;

     (c)  The description of the class of securities to be offered which is 
          contained in a registration statement filed under Section 12 of the 
          Securities Exchange Act of 1934, including any amendment or report 
          filed for the purpose of updating such description.

     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 indicates that all securities  offered have been sold or
which deregisters all such securities then remaining unsold,  shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     As of the date hereof,  members of the law firm of Blau, Kramer,  Wactlar &
Lieberman,  P.C. own 145,000 shares of Common Stock, including 100,000 shares of
Common Stock  granted  pursuant to the 1997 Long Term  Incentive  Plan which are
registered for resale hereunder.

Item 6.  Indemnification of Directors and Officers.

     Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

     Under such law, to the extent that such person is  successful on the merits
of defense of a suit or  proceeding  brought  against  him by reason of the fact
that he is a director or officer of Registrant,  he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.

<PAGE>

     If unsuccessful  in defense of a third-party  civil suit or a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
in settlement  if he acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best interests of Registrant,  and with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.

     If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

     The Company and its  officers  and  directors  are covered by officers  and
directors liability insurance. The policy coverage is $1,000,000, which includes
reimbursement for costs and fees. There is a maximum deductible under the policy
of $250,000 for each  claim.  The  Company  has  entered  into  Indemnification
Agreements  with certain of its officers and directors.  The Agreements  provide
for  reimbursement  for all  direct  and  indirect  costs of any type or  nature
whatsoever  (including attorneys' fees and related  disbursements)  actually and
reasonably  incurred in  connection  with either the  investigation,  defense or
appeal of a Proceeding,  as defined,  including amounts paid in settlement by or
on behalf of an Indemnitee.


Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1    1997 Long Term Incentive Plan.

         5      Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.

         23.1   Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included 
                in their opinion filed as Exhibit 5. 

         23.2   Consent of BDO Seidman, LLP.

         24     Powers of Attorney- included in the signature page hereof.

 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 the 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 the 
                     Registration Statement;

               (iii) To include any material information with respect to the 
                     plan of distribution not previously disclosed in the 
                     Registration Statement or any material change
                     to such information in the Registration Statement; 
                     provided, however, that paragraphs (a)(l)(i) and (a)(l)(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 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 purposes 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 the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at the 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 policy
as  expressed  in the Act and will be  governed  by 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
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  Holtsville,  New  York on the 7th day of May, 1997.

                                        ECOTYRE TECHNOLOGIES, INC.

                                         By: /s/ Vito F. Alongi               
                                             Vito F. Alongi
                                             President, Treasurer (Principal 
                                             Executive, Financial and 
                                             Accounting Officer)

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed on May 7, 1997 by the following
persons in the capacities  indicated.  Each person whose signature appears below
constitutes  and appoints Vito F. Alongi and Robert E. Munyer,  Jr., and each of
them acting individually,  with full power of substitution,  our true and lawful
attorneys-in-fact  and  agents to do any and all acts and things in our name and
on our behalf in our capacities indicated below which they or either of them may
deem necessary or advisable to enable EcoTyre Technologies,  Inc. to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration  Statement  including  specifically,  but not limited to, power and
authority  to sign  for us or any of us in our  names in the  capacities  stated
below, any and all amendments  (including  post-effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

        Signature                                     Title
        ---------                                     -----  

_______________________                     Co-Chairman of the Board
Marc de Logeres

/s/ Maxwell G. Parsons                      Co-Chairman of the Board
Maxwell G. Parsons

/s/ Vito F. Alongi                          President, Treasurer and Director 
 Vito F. Alongi                             (Principal Executive, Financial and
                                             Accounting Officer)

/s/ Robert E. Munyer                        Vice President, Secretary and 
Robert E. Munyer, Jr.                       Director   

/s/ John W. King                            Director
John W. King

/s/ Theresa Mari                            Director
Theresa Mari

/s/ Arthur Rosenberg                        Director
Arthur Rosenberg
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{"company-data": {"conformed-name": "ECOTYRE TECHNOLOGIES INC", "cik": "0000946670", "assigned-sic": "3011", "irs-number": "113234026", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26705", "film-number": "97598366"}, "business-address": {"street1": "895 WEAVERLY AVE", "city": "HOLTSVILLE", "state": "NY", "zip": "11742", "phone": "5162894545"}, "mail-address": {"street1": "895 WAVERLY AVENUE", "city": "HOLTSVILLE", "state": "NY", "zip": "11742"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.
                                                      
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                    
                                
                           ECOTYRE TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)
                                
       Delaware                                   11-3234026
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
 incorporation or organization)

895 Waverly Avenue, Holtsville, New York            11742 
(Address of principal executive offices)          (Zip Code)

            ECOTYRE TECHNOLOGIES, INC. 1997 LONG TERM INCENTIVE PLAN
                            (Full Title of the Plan)
                                
                            Vito F. Alongi, President
                           EcoTyre Technologies, Inc.
                               895 Waverly Avenue
                           Holtsville, New York 11742
                     (Name and address of agent for service)
                                
                                 (516) 289-4545
          (Telephone number, including area code, of agent for service)
                                                       
                                    copy to:
                            David H. Lieberman, Esq.
                     Blau, Kramer, Wactlar & Lieberman, P.C.
                             100 Jericho Quadrangle
                             Jericho, New York 11753
                                 (516) 822-4820
                                                       
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------
Title of Each                          Proposed Maximum     Proposed Maximum
Class of Securities   Amount to be     Offering             Aggregate Amount of 
to be Registered      Registered       Price Per Share (1)  Offering Price (1)    Registration Fee
--------------------------------------------------------------------------------------------------
Common Stock,       1,700,000 shs.          $0.47                 $799,000             $242
par value $.001
per share (2)
--------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee, based upon the 
     average of the bid and ask prices of the Company's  Common Stock reported on the Nasdaq  
     SmallCap Market on May 6, 1997, pursuant to Rule 457.  
(2)  The Registration Statement also covers an indeterminate  number of additional shares of 
     Common  Stock  which may  become issuable pursuant to anti-dilution  and adjustment  
     provisions of the Plans.
PART II
                                
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.  Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a) through (c) below:

     (a)  The Registrant's latest annual report filed pursuant to Section 13(a)
          or 15(d) of the  Securities  Exchange  Act of 1934,  or  either (I) 
          the latest prospectus  filed  pursuant to Rule 424(b) under the 
          Securities Act of 1933 that contains audited  financial  statements 
          for the Registrant's  latest fiscal year for which such  statements  
          have been filed or (II) the  Registrant's  effective registration  
          statement  on Form 10 filed under the  Securities  Exchange Act of
          1934 containing audited financial  statements for the Registrant's 
          latest fiscal year;

     (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 document referred to in (a) above;

     (c)  The description of the class of securities to be offered which is 
          contained in a registration statement filed under Section 12 of the 
          Securities Exchange Act of 1934, including any amendment or report 
          filed for the purpose of updating such description.

     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 indicates that all securities  offered have been sold or
which deregisters all such securities then remaining unsold,  shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     As of the date hereof,  members of the law firm of Blau, Kramer,  Wactlar &
Lieberman,  P.C. own 145,000 shares of Common Stock, including 100,000 shares of
Common Stock  granted  pursuant to the 1997 Long Term  Incentive  Plan which are
registered for resale hereunder.

Item 6.  Indemnification of Directors and Officers.

     Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
Registrant,  each person who is or was a director or officer of Registrant shall
be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
authorized by the General Corporation Law of Delaware.

     Under such law, to the extent that such person is  successful on the merits
of defense of a suit or  proceeding  brought  against  him by reason of the fact
that he is a director or officer of Registrant,  he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in connection with such
action.
If unsuccessful  in defense of a third-party  civil suit or a criminal suit
is settled,  such a person shall be indemnified  under such law against both (1)
expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
in settlement  if he acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best interests of Registrant,  and with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful.

     If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only  against  expenses  (including  attorneys'  fees)  incurred in the
defense or  settlement of such suit if he acted in good faith and in a manner he
reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the  performance  of his duty to Registrant,  he
cannot be made whole even for expenses  unless the court  determines  that he is
fairly and reasonably entitled to be indemnified for such expenses.

     The Company and its  officers  and  directors  are covered by officers  and
directors liability insurance. The policy coverage is $1,000,000, which includes
reimbursement for costs and fees. There is a maximum deductible under the policy
of $250,000 for each  claim.  The  Company  has  entered  into  Indemnification
Agreements  with certain of its officers and directors.  The Agreements  provide
for  reimbursement  for all  direct  and  indirect  costs of any type or  nature
whatsoever  (including attorneys' fees and related  disbursements)  actually and
reasonably  incurred in  connection  with either the  investigation,  defense or
appeal of a Proceeding,  as defined,  including amounts paid in settlement by or
on behalf of an Indemnitee.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1    1997 Long Term Incentive Plan.

         5      Opinion and consent of Blau, Kramer, Wactlar & Lieberman, P.C.

         23.1   Consent of Blau, Kramer, Wactlar & Lieberman, P.C. - included 
                in their opinion filed as Exhibit 5. 

         23.2   Consent of BDO Seidman, LLP.

         24     Powers of Attorney- included in the signature page hereof.

 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 the 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 the 
                     Registration Statement;

               (iii) To include any material information with respect to the 
                     plan of distribution not previously disclosed in the 
                     Registration Statement or any material change
                     to such information in the Registration Statement; 
                     provided, however, that paragraphs (a)(l)(i) and (a)(l)(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 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 purposes 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 the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at the 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 policy
as  expressed  in the Act and will be  governed  by 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
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  Holtsville,  New  York on the 7th day of May, 1997.

                                        ECOTYRE TECHNOLOGIES, INC.

                                         By: /s/ Vito F. Alongi               
                                             Vito F. Alongi
                                             President, Treasurer (Principal 
                                             Executive, Financial and 
                                             Accounting Officer)

                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed on May 7, 1997 by the following
persons in the capacities  indicated.  Each person whose signature appears below
constitutes  and appoints Vito F. Alongi and Robert E. Munyer,  Jr., and each of
them acting individually,  with full power of substitution,  our true and lawful
attorneys-in-fact  and  agents to do any and all acts and things in our name and
on our behalf in our capacities indicated below which they or either of them may
deem necessary or advisable to enable EcoTyre Technologies,  Inc. to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange Commission,  in connection with this
Registration  Statement  including  specifically,  but not limited to, power and
authority  to sign  for us or any of us in our  names in the  capacities  stated
below, any and all amendments  (including  post-effective  amendments)  thereto,
granting unto said  attorneys-in-fact  and agents full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

        Signature                                     Title
        ---------                                     -----  

_______________________                     Co-Chairman of the Board
Marc de Logeres

/s/ Maxwell G. Parsons                      Co-Chairman of the Board
Maxwell G. Parsons

/s/ Vito F. Alongi                          President, Treasurer and Director 
 Vito F. Alongi                             (Principal Executive, Financial and
                                             Accounting Officer)

/s/ Robert E. Munyer                        Vice President, Secretary and 
Robert E. Munyer, Jr.                       Director   

/s/ John W. King                            Director
John W. King

/s/ Theresa Mari                            Director
Theresa Mari

/s/ Arthur Rosenberg                        Director
Arthur Rosenberg