As filed with the Securities and Exchange Commission on April 28, 1998
                                           Registration No. 333-______

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             --------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                   Under the
                            Securities Act of 1933
                             --------------------

                            DATAMARK HOLDING, INC.
            (Exact name of registrant as specified in its charter)

           Delaware                                       87-0461856     
(State or other jurisdiction of                         (I.R.S. Employer  
incorporation or organization)                         Identification No.)
                                                            
                              
                              
                             --------------------

                        448 East 6400 South, Suite 400
                          Salt Lake City, Utah 84107
                   (Address of Principal Executive Offices,
                              including Zip Code)

                  AMENDED AND RESTATED DATAMARK HOLDING, INC.
                                INCENTIVE PLAN
                           (Full title of the plan)

         Michael Bard                                    Copy to:
    Chief Financial Officer                          RICHARD G. BROWN
    Datamark Holding, Inc.                 Parr, Waddoups, Brown, Gee & Loveless
448 East 6400 South, Suite 400              185 South State Street, Suite 1300
  Salt Lake City, Utah  84107                   Salt Lake City, Utah 84111    
        (801) 268-2202                               (801) 532-7840           
 (Name, address and telephone                     
 number, including area code,
     of agent for service)
                             --------------------
<TABLE>

                        CALCULATION OF REGISTRATION FEE
==========================================================================================================
<CAPTION>
                                                         Proposed        Proposed
                                                          Maximum         Maximum
                                        Amount to be   Offering Price    Aggregate        Amount of
Title of Securities to be Registered    Registered       per Share(1)  Offering Price  Registration Fee(1)
----------------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>           <C>                <C>      
Common Stock...............              2,500,000        $ 3.88        $9,696,965.31      $2,860.60
                                          shares
==========================================================================================================
</TABLE>


(1) Estimated  pursuant to Rule  457(h)(1)  and 457(c).  With respect to 674,694
shares  of the  2,500,000  being  registered,  the  offering  price  per  share,
aggregate  offering price and  registration  fee have been calculated based upon
the  exercise  price  at  which  options  with  respect  to such  shares  may be
exercised. With respect to the remaining 1,825,306 shares being registered,  for
which the offering price is not known,  the offering price per share,  aggregate
offering price and  registration fee are computed on the basis of the average of
the high and low sales prices as reported on the NASDAQ  Stock Market  (national
market) on April 24, 1998.


================================================================================
<PAGE>


                                                        

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*
         ------------------

Item 2.  Registrant Information and Employee Plan Annual Information.*
         -------------------------------------------------------------

      *     Information  required by Part I 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  (the
            "Securities Act"), and the Note to Part I of Form S-8.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

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

      (1) The  Registrant's  Annual  Report on Form 10-K for the year ended June
30, 1997.

      (2) The  Registrant's  Quarterly  Report on Form 10-Q for the three months
ended September 30, 1997.

      (3) The  Registrant's  Quarterly  Report on Form 10-Q for the three months
ended December 31, 1997.

      (4) The Registrant's Current Report on Form 8-K dated March 19, 1998.

      (5) The  description  of the  Registrant's  Common Stock  contained in the
Registrant's  Registration  Statement  on Form 8-A filed  under  the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  including any amendment
or  report  filed  under the  Exchange  Act for the  purpose  of  updating  such
description.

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

Item 4.  Description of Securities.
         --------------------------

      Not applicable.


Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

      Not applicable.



                                       2
<PAGE>
Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

      Section  102(b)(7) of the Delaware  General  Corporation  Law authorizes a
Delaware  corporation to have a provision in its  certificate  of  incorporation
eliminating  or limiting the personal  liability of its  directors to it and its
stockholders for monetary  damages for breach of a director's  fiduciary duty of
care; provided that such provision shall not eliminate or limit the liability of
a  director  (i)  for any  breach  of the  director's  duty  of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
unlawful  payments of dividends or unlawful stock  repurchases or redemptions as
provided in Section 174 of the Delaware  General  Corporate  Law or (iv) for any
transaction from which the director derived an improper personal benefit.

      The Registrant's  Certificate of Incorporation  provides that any director
or officer of the Registrant, individually or with others, may be a party to, or
may have an interest in, any transaction of the Registrant or any transaction in
which the  Registrant  is a party or has an interest.  Each person who is now or
may become a director or officer of the  Registrant is relieved  from  liability
that he might otherwise  obtain in the event such director or officer  contracts
with the  Registrant for the benefit of himself or any other firm or corporation
in which he may have an interest, provided such director or officer acts in good
faith.

      Section 145 of the Delaware General  Corporation Law permits a corporation
to  indemnify  any  person who was or is a party or is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that he is or was a director,  officer,  employee or agent of the corporation or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses,  judgments,  fines  and  amounts  paid  in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action.  In an action brought to obtain a judgment in the  corporation's  favor,
whether  by  the  corporation  itself  or  derivatively  by a  stockholder,  the
corporation may only indemnify for expenses, including attorney's fees, actually
and  reasonably  incurred in  connection  with the defense or settlement of such
action.  In any such action,  no  indemnification  may be paid in respect of any
claim,  issue or matter as to which such person shall have been adjudged  liable
to the  corporation  except  as  otherwise  approved  by the  Delaware  Court of
Chancery  or the  court in which the claim  was  brought.  In any other  type of
proceeding,  the indemnification may extend to judgments, fines and amounts paid
in settlement,  actually and reasonably  incurred in connection  with such other
proceeding, as well as to expenses.

      The  statute  does not permit  indemnification  unless the person  seeking
indemnification  has acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best  interests of the  corporation  and,  with
respect to any criminal  actions or  proceedings,  the person had no  reasonable
cause to believe his  conduct was  unlawful.  The  statute  contains  additional
limitations  applicable to criminal  actions and to actions brought by or in the
name of the corporation.

The Registrant's  Certificate of Incorporation and Bylaws require the Registrant
to indemnify its directors and officers to the fullest  extent  permitted  under
Delaware law. Specifically,  the Registrant's Bylaws provide that the Registrant
shall, to the fullest extent permitted, and in the manner required by the law of
the State of Delaware,  shall (i)  indemnify any person (and the heirs and legal
representative  of such person) who was or is made or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that he is or was a director,  officer,  employee or agent of the Registrant, or
is or was  serving at the  request of the  Registrant  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against any applicable  obligation or liability  permitted by
law;   and  (ii)   provide  to  any  such   person  (and  the  heirs  and  legal
representatives  of such person) advances for expenses incurred in defending any
such action, suit or proceeding,  upon receipt of an undertaking by or on behalf
of such person (and the heirs and legal representatives of such person) to repay
such advances if it shall  ultimately  be determined  that he is not entitled to
indemnification   by   the   Registrant.   The   Registrant's   Certificate   of
Incorporation,  as amended, provides that the Registrant shall indemnify any and
all persons (and the respective heirs,  administrators,  successors, and assigns
of such  person)  who may serve or who have  served at any time as  directors or
officers,  or who, at the request of the Board of Directors  of the  Registrant,

                                       3

<PAGE>
                                                        

may  serve,  or at any time have  served as  directors  or  officers  of another
corporation  in which the  Registrant  at such time  owned or may own  shares of
stock,  or  which  it was or may be a  creditor,  against  any and all  expenses
actually  or  necessarily  by such  persons in  connection  with the  defense or
settlement  of any claim,  action,  suit or  proceeding in which they, or any of
them, are made parties, or a party, or which may be assessed against them or any
of them by  reason  of  being  or  having  been  directors  or  officers  of the
Registrant,  except in  relation  to  matters as to which any such  director  or
officer shall be adjudged in any action, suit or proceeding to be liable for his
own negligence or misconduct in the performance of his duties.  The Registrant's
Bylaws further  provide that this  indemnification  and  advancement of expenses
shall  not be  deemed  exclusive  of any other  rights  to which  those  seeking
indemnification or advancement of expenses may be entitled under any resolution,
agreement, vote of stockholders or disinterested directors or otherwise.

      Section  145(g) of the Delaware  General  Corporation  Law  provides  that
corporations have the power to purchase and maintain  insurance on behalf of any
person who is or was a director  or  officer  of the  corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise  against  liability  asserted  against him and incurred by him in any
such  capacity,  or  arising  out of his  status  as  such,  whether  or not the
corporation  would have the power to indemnify him against such  liability.  The
Registrant's  Bylaws  provide the  Registrant  with this power.  The  Registrant
maintains  insurance from a commercial carrier against certain  liabilities that
may be incurred by its directors and officers.

      The foregoing description is necessarily general and does not describe all
details  regarding the  indemnification  of officers,  directors or  controlling
persons of the Registrant.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

      Not applicable.


Item 8.  Exhibits.
         ---------

      See the Exhibit Index on page 8.


Item 9.  Undertakings.
         -------------

      (a)   The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
      made of the securities  registered  hereby, 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;

                                       4
<PAGE>
                                                        

      provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and  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 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 the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c)  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.


                                     5

<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 the City of Salt Lake City, State of Utah, on April 22, 1998.

                                    DATAMARK HOLDING, INC.


                                    By   /s/  James A. Egide
                                       -----------------------------------------
                                        James A. Egide, Chairman of the Board


                               POWER OF ATTORNEY

      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.  Each person  whose  signature  to this
Registration  Statement  appears below hereby  constitutes and appoints James A.
Egide  and  Mitchell  L.  Edwards,  and  each of them,  as his  true and  lawful
attorney-in-fact  and  agent,  with full power of  substitution,  to sign on his
behalf  individually  and in the  capacity  stated below and to perform any acts
necessary  to be done  in  order  to  file  all  amendments  and  post-effective
amendments  to this  Registration  Statement,  and any  and all  instruments  or
documents filed as part of or in connection with this Registration  Statement or
the  amendments  thereto  and each of the  undersigned  does  hereby  ratify and
confirm all that said  attorney-in-fact and agent, or his substitutes,  shall do
or cause to be done by virtue hereof.
<TABLE>
<CAPTION>

          Signature                       Title                                 Date
          ---------                       -----                                 ----


<S>                                  <C>                                   <C> 
   /s/  James A. Egide               Chairman of the Board, Principal      April 22, 1998
---------------------------             Executive Officer       
   James A. Egide


   /s/  Stanton D. Jones             Director, President of WorldNow       April 22, 1998  
---------------------------             Online Network, Inc.
   Stanton D. Jones                  


   /s/  Mitchell L. Edwards          Executive Vice President,             April 22, 1998
---------------------------             Secretary and Director
   Mitchell L. Edwards               


   /s/  Michael Bard                 Chief Financial Officer and           April 22, 1998
---------------------------             Principal Accounting Officer
   Michael Bard                      


   /s/  J. Henry Smith               Director                              April 22, 1998
---------------------------           
   J. Henry Smith                       


   /s/  Kenneth Wooley               Director                              April 22, 1998
---------------------------
   Kenneth Wooley




                                     6

<PAGE>


                                                        

   /s/  Terry R. Haas                Director                              April 22, 1998
---------------------------
   Terry R. Haas

</TABLE>





























                                     7

<PAGE>


                                                        

                            DATAMARK HOLDING, INC.

                                 EXHIBIT INDEX


Regulation S-K                                                        Sequential
 Exhibit No.       Description                                         Page No.
--------------   ----------------------------------------------       ----------

    4.1*          Certificate of Incorporation and Bylaws. (Incorporated
                  herein by reference from the Form 10-K filed by the
                  Registrant for the year ended June 30, 1995).

    4.2*          Bylaws of the Registrant as amended March 1, 1988.
                  (Incorporated by reference from the Form 10-K filed 
                  by the Registrant for the year ended June 30, 1995).

      5           Opinion of Parr, Waddoups, Brown, Gee & Loveless, a
                  professional corporation, as to the legality of the
                  securities offered.

    23.1          Consent of Arthur Andersen LLP.

    23.2          Consent of Parr, Waddoups, Brown, Gee & Loveless, a
                  professional corporation (included in Exhibit No. 5).

     24           Powers of Attorney (included on page 6 hereof).

---------------------------------
* Incorporated by reference


















                                     8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24041}]
{"company-data": {"conformed-name": "DATAMARK HOLDING INC", "cik": "0000774055", "assigned-sic": "8741", "irs-number": "870422824", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51183", "film-number": "98602889"}, "business-address": {"street1": "448 EAST WINCCHESTER ST", "city": "SALT LAKE CITY", "state": "UT", "zip": "84107", "phone": "8014877020"}, "mail-address": {"street1": "448 EAST WINCHESTER ST", "city": "SALT LAKE CITY", "state": "UT", "zip": "84107"}, "former-company": {"former-conformed-name": "EXCHEQUER INC /DE/", "date-changed": "19950111"}}
As filed with the Securities and Exchange Commission on April 28, 1998
                                           Registration No. 333-______

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             --------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                   Under the
                            Securities Act of 1933
                             --------------------

                            DATAMARK HOLDING, INC.
            (Exact name of registrant as specified in its charter)

           Delaware                                       87-0461856     
(State or other jurisdiction of                         (I.R.S. Employer  
incorporation or organization)                         Identification No.)
                                                            
                              
                              
                             --------------------

                        448 East 6400 South, Suite 400
                          Salt Lake City, Utah 84107
                   (Address of Principal Executive Offices,
                              including Zip Code)

                  AMENDED AND RESTATED DATAMARK HOLDING, INC.
                                INCENTIVE PLAN
                           (Full title of the plan)

         Michael Bard                                    Copy to:
    Chief Financial Officer                          RICHARD G. BROWN
    Datamark Holding, Inc.                 Parr, Waddoups, Brown, Gee & Loveless
448 East 6400 South, Suite 400              185 South State Street, Suite 1300
  Salt Lake City, Utah  84107                   Salt Lake City, Utah 84111    
        (801) 268-2202                               (801) 532-7840           
 (Name, address and telephone                     
 number, including area code,
     of agent for service)
                             --------------------

                        CALCULATION OF REGISTRATION FEE
==========================================================================================================
Proposed        Proposed
                                                          Maximum         Maximum
                                        Amount to be   Offering Price    Aggregate        Amount of
Title of Securities to be Registered    Registered       per Share(1)  Offering Price  Registration Fee(1)
----------------------------------------------------------------------------------------------------------
Common Stock...............              2,500,000        $ 3.88        $9,696,965.31      $2,860.60
                                          shares
==========================================================================================================
(1) Estimated  pursuant to Rule  457(h)(1)  and 457(c).  With respect to 674,694
shares  of the  2,500,000  being  registered,  the  offering  price  per  share,
aggregate  offering price and  registration  fee have been calculated based upon
the  exercise  price  at  which  options  with  respect  to such  shares  may be
exercised. With respect to the remaining 1,825,306 shares being registered,  for
which the offering price is not known,  the offering price per share,  aggregate
offering price and  registration fee are computed on the basis of the average of
the high and low sales prices as reported on the NASDAQ  Stock Market  (national
market) on April 24, 1998.

================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*
         ------------------

Item 2.  Registrant Information and Employee Plan Annual Information.*
         -------------------------------------------------------------

      *     Information  required by Part I 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  (the
            "Securities Act"), and the Note to Part I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

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

      (1) The  Registrant's  Annual  Report on Form 10-K for the year ended June
30, 1997.

      (2) The  Registrant's  Quarterly  Report on Form 10-Q for the three months
ended September 30, 1997.

      (3) The  Registrant's  Quarterly  Report on Form 10-Q for the three months
ended December 31, 1997.

      (4) The Registrant's Current Report on Form 8-K dated March 19, 1998.

      (5) The  description  of the  Registrant's  Common Stock  contained in the
Registrant's  Registration  Statement  on Form 8-A filed  under  the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  including any amendment
or  report  filed  under the  Exchange  Act for the  purpose  of  updating  such
description.

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

Item 4.  Description of Securities.
         --------------------------

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

      Not applicable.

                                       2
Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

      Section  102(b)(7) of the Delaware  General  Corporation  Law authorizes a
Delaware  corporation to have a provision in its  certificate  of  incorporation
eliminating  or limiting the personal  liability of its  directors to it and its
stockholders for monetary  damages for breach of a director's  fiduciary duty of
care; provided that such provision shall not eliminate or limit the liability of
a  director  (i)  for any  breach  of the  director's  duty  of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
unlawful  payments of dividends or unlawful stock  repurchases or redemptions as
provided in Section 174 of the Delaware  General  Corporate  Law or (iv) for any
transaction from which the director derived an improper personal benefit.

      The Registrant's  Certificate of Incorporation  provides that any director
or officer of the Registrant, individually or with others, may be a party to, or
may have an interest in, any transaction of the Registrant or any transaction in
which the  Registrant  is a party or has an interest.  Each person who is now or
may become a director or officer of the  Registrant is relieved  from  liability
that he might otherwise  obtain in the event such director or officer  contracts
with the  Registrant for the benefit of himself or any other firm or corporation
in which he may have an interest, provided such director or officer acts in good
faith.

      Section 145 of the Delaware General  Corporation Law permits a corporation
to  indemnify  any  person who was or is a party or is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that he is or was a director,  officer,  employee or agent of the corporation or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses,  judgments,  fines  and  amounts  paid  in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action.  In an action brought to obtain a judgment in the  corporation's  favor,
whether  by  the  corporation  itself  or  derivatively  by a  stockholder,  the
corporation may only indemnify for expenses, including attorney's fees, actually
and  reasonably  incurred in  connection  with the defense or settlement of such
action.  In any such action,  no  indemnification  may be paid in respect of any
claim,  issue or matter as to which such person shall have been adjudged  liable
to the  corporation  except  as  otherwise  approved  by the  Delaware  Court of
Chancery  or the  court in which the claim  was  brought.  In any other  type of
proceeding,  the indemnification may extend to judgments, fines and amounts paid
in settlement,  actually and reasonably  incurred in connection  with such other
proceeding, as well as to expenses.

      The  statute  does not permit  indemnification  unless the person  seeking
indemnification  has acted in good faith and in a manner he reasonably  believed
to be in, or not opposed to, the best  interests of the  corporation  and,  with
respect to any criminal  actions or  proceedings,  the person had no  reasonable
cause to believe his  conduct was  unlawful.  The  statute  contains  additional
limitations  applicable to criminal  actions and to actions brought by or in the
name of the corporation.

The Registrant's  Certificate of Incorporation and Bylaws require the Registrant
to indemnify its directors and officers to the fullest  extent  permitted  under
Delaware law. Specifically,  the Registrant's Bylaws provide that the Registrant
shall, to the fullest extent permitted, and in the manner required by the law of
the State of Delaware,  shall (i)  indemnify any person (and the heirs and legal
representative  of such person) who was or is made or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that he is or was a director,  officer,  employee or agent of the Registrant, or
is or was  serving at the  request of the  Registrant  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against any applicable  obligation or liability  permitted by
law;   and  (ii)   provide  to  any  such   person  (and  the  heirs  and  legal
representatives  of such person) advances for expenses incurred in defending any
such action, suit or proceeding,  upon receipt of an undertaking by or on behalf
of such person (and the heirs and legal representatives of such person) to repay
such advances if it shall  ultimately  be determined  that he is not entitled to
indemnification   by   the   Registrant.   The   Registrant's   Certificate   of
Incorporation,  as amended, provides that the Registrant shall indemnify any and
all persons (and the respective heirs,  administrators,  successors, and assigns
of such  person)  who may serve or who have  served at any time as  directors or
officers,  or who, at the request of the Board of Directors  of the  Registrant,

                                       3
may  serve,  or at any time have  served as  directors  or  officers  of another
corporation  in which the  Registrant  at such time  owned or may own  shares of
stock,  or  which  it was or may be a  creditor,  against  any and all  expenses
actually  or  necessarily  by such  persons in  connection  with the  defense or
settlement  of any claim,  action,  suit or  proceeding in which they, or any of
them, are made parties, or a party, or which may be assessed against them or any
of them by  reason  of  being  or  having  been  directors  or  officers  of the
Registrant,  except in  relation  to  matters as to which any such  director  or
officer shall be adjudged in any action, suit or proceeding to be liable for his
own negligence or misconduct in the performance of his duties.  The Registrant's
Bylaws further  provide that this  indemnification  and  advancement of expenses
shall  not be  deemed  exclusive  of any other  rights  to which  those  seeking
indemnification or advancement of expenses may be entitled under any resolution,
agreement, vote of stockholders or disinterested directors or otherwise.

      Section  145(g) of the Delaware  General  Corporation  Law  provides  that
corporations have the power to purchase and maintain  insurance on behalf of any
person who is or was a director  or  officer  of the  corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise  against  liability  asserted  against him and incurred by him in any
such  capacity,  or  arising  out of his  status  as  such,  whether  or not the
corporation  would have the power to indemnify him against such  liability.  The
Registrant's  Bylaws  provide the  Registrant  with this power.  The  Registrant
maintains  insurance from a commercial carrier against certain  liabilities that
may be incurred by its directors and officers.

      The foregoing description is necessarily general and does not describe all
details  regarding the  indemnification  of officers,  directors or  controlling
persons of the Registrant.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

      Not applicable.

Item 8.  Exhibits.
         ---------

      See the Exhibit Index on page 8.

Item 9.  Undertakings.
         -------------

      (a)   The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
      made of the securities  registered  hereby, 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;

                                       4
provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and  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 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 the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c)  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.

                                     5
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 the City of Salt Lake City, State of Utah, on April 22, 1998.

                                    DATAMARK HOLDING, INC.

                                    By   /s/  James A. Egide
                                       -----------------------------------------
                                        James A. Egide, Chairman of the Board

                               POWER OF ATTORNEY

      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.  Each person  whose  signature  to this
Registration  Statement  appears below hereby  constitutes and appoints James A.
Egide  and  Mitchell  L.  Edwards,  and  each of them,  as his  true and  lawful
attorney-in-fact  and  agent,  with full power of  substitution,  to sign on his
behalf  individually  and in the  capacity  stated below and to perform any acts
necessary  to be done  in  order  to  file  all  amendments  and  post-effective
amendments  to this  Registration  Statement,  and any  and all  instruments  or
documents filed as part of or in connection with this Registration  Statement or
the  amendments  thereto  and each of the  undersigned  does  hereby  ratify and
confirm all that said  attorney-in-fact and agent, or his substitutes,  shall do
or cause to be done by virtue hereof.
Signature                       Title                                 Date
          ---------                       -----                                 ----
/s/  James A. Egide               Chairman of the Board, Principal      April 22, 1998
---------------------------             Executive Officer       
   James A. Egide

   /s/  Stanton D. Jones             Director, President of WorldNow       April 22, 1998  
---------------------------             Online Network, Inc.
   Stanton D. Jones                  

   /s/  Mitchell L. Edwards          Executive Vice President,             April 22, 1998
---------------------------             Secretary and Director
   Mitchell L. Edwards               

   /s/  Michael Bard                 Chief Financial Officer and           April 22, 1998
---------------------------             Principal Accounting Officer
   Michael Bard                      

   /s/  J. Henry Smith               Director                              April 22, 1998
---------------------------           
   J. Henry Smith                       

   /s/  Kenneth Wooley               Director                              April 22, 1998
---------------------------
   Kenneth Wooley

                                     6
/s/  Terry R. Haas                Director                              April 22, 1998
---------------------------
   Terry R. Haas
7
DATAMARK HOLDING, INC.

                                 EXHIBIT INDEX

Regulation S-K                                                        Sequential
 Exhibit No.       Description                                         Page No.
--------------   ----------------------------------------------       ----------

    4.1*          Certificate of Incorporation and Bylaws. (Incorporated
                  herein by reference from the Form 10-K filed by the
                  Registrant for the year ended June 30, 1995).

    4.2*          Bylaws of the Registrant as amended March 1, 1988.
                  (Incorporated by reference from the Form 10-K filed 
                  by the Registrant for the year ended June 30, 1995).

      5           Opinion of Parr, Waddoups, Brown, Gee & Loveless, a
                  professional corporation, as to the legality of the
                  securities offered.

    23.1          Consent of Arthur Andersen LLP.

    23.2          Consent of Parr, Waddoups, Brown, Gee & Loveless, a
                  professional corporation (included in Exhibit No. 5).

     24           Powers of Attorney (included on page 6 hereof).

---------------------------------
* Incorporated by reference

                                     8