As filed on May 15, 2000                  Registration Statement No. 333-_______
--------------------------------------------------------------------------------



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                            AUTOTRADECENTER.COM INC.
             (Exact name of registrant as specified in its charter)


                  ARIZONA                                86-0879572
    (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                   Identification No.)


             8135 EAST BUTHERUS, SUITE 3, SCOTTSDALE, ARIZONA 85260
              (Address or principal executive offices) (Zip code)



                             1997 STOCK OPTION PLAN
                         WARRANTS ISSUED TO RALPH THOMAS
                         WARRANTS ISSUED TO ALAN SISKIND
                              (Full title of plan)


                         ROGER L. BUTTERWICK, PRESIDENT
                            AUTOTRADECENTER.COM INC.
                           8135 EAST BUTHERUS, SUITE 3
                            SCOTTSDALE, ARIZONA 85260
                     (Name and address of agent for service)


                                 (480) 951-8040
          (Telephone number, including area code, of agent for service)


<PAGE>



                         CALCULATION OF REGISTRATION FEE
<TABLE>

------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                                   Proposed
                                                          Proposed                  maximum
  Title of securities          Amount to be           maximum offering             aggregate                Amount of
   to be registered             registered             price per share          offering price           registration fee
------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                   <C>                        <C>                      <C>

1997 Stock                       2,808,307                $1.8125 (2)<F2>       $5,090,056 (2)              $1,343.77
Option Plan -                   shares (1) <F1>
Common Stock,
no par value
------------------------------------------------------------------------------------------------------------------------------
Warrant Issued to                  100,000                $1.00 (3)<F3>           $100,000 (3)                 $26.40
Ralph Thomas -                  shares (1)<F1>
Common Stock,
no par value
------------------------------------------------------------------------------------------------------------------------------
Warrant Issued to                  100,000                $1.00 (3)<F3>           $100,000 (3)                 $26.40
Alan Siskind -                  shares (1)<F1>
Common Stock,
no par value
------------------------------------------------------------------------------------------------------------------------------
                                                                                $5,290,056                  $1,396.57
------------------------------------------------------------------------------------------------------------------------------
<FN>

(1)<F1>  Pursuant  to Rule 416  under  the  Securities  Act,  this  Registration
         Statement shall also cover any additional shares of the common stock of
         the Company which become  issuable by reason of any stock split,  stock
         dividend,  recapitalization,  or  other  similar  transaction  effected
         without the Registrant's  receipt of consideration  which results in an
         increase in the number of the  outstanding  shares of the  Registrant's
         common stock.

(2)<F2>  Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rules  457(c) and (h) under the  Securities  Act based upon
         the  average  of the bid and asked  prices of the  Registrant's  Common
         Stock on the NASD OTC Bulletin Board on May 11, 2000.

(3)<F3>  Calculated  pursuant to Rule 457(h) under the  Securities  Act based on
         the exercise price of the warrant issued to the listed individual.
</FN>
</TABLE>


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION BY REFERENCE

The following  documents and reports filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated herein by reference:

         (a)      Amendment No. 3 to the Form S-1 Registration  Statement,  SEC
                  File No.  333-78659,  filed on October 12, 1999 which  became
                  effective on October 29, 1999.

         (b)      Quarterly  Reports  of the  Registrant  on Form  10-Q  for the
                  quarters  ended  September 30, 1999 and December 31, 1999, and
                  Current Reports on Form 8-K dated February 17, 2000,  February
                  29, 2000, and March 23, 2000, Commission File No. 333-78659.

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


ITEM 4.  DESCRIPTION OF SECURITIES

Each share of common stock has one vote with  respect to all matters  voted upon
by the shareholders.

Holders of common stock are entitled to receive dividends,  when and if declared
by our board of  directors,  out of  company  funds  legally  available  for the
payment of dividends.  We have never declared a dividend on our common stock and
have no present intention of declaring any dividends in the future.

Holders of common  stock do not have any  preemptive  rights or other  rights to
subscribe for additional shares, or any conversion  rights.  Upon a liquidation,
dissolution,  or winding up of the affairs of our company, holders of the common
stock will be entitled to share ratably in the assets available for distribution
to such  stockholders  after the payment of all  liabilities and any liquidation
payments due to holders of preferred stock.

All  outstanding  shares of common stock when issued and paid for, will be fully
paid and not liable for further call or assessment.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Arizona Business Corporation Act and Article 9 of the Registrant's  Articles
of  Incorporation  permit the Registrant to indemnify its officers and directors
and certain  other persons  against  expenses in defense of a suit to which they
are  parties  by  reason  of  such  office,  so long  as the  persons  conducted
themselves in good faith

                                      II-1


<PAGE>

and the persons reasonably  believed that their conduct was in the corporation's
best interests,  not opposed to the corporation's  best interests,  or unlawful.
Indemnification  is not permitted in  connection  with a proceeding by or in the
right of the corporation in which the officer or director was adjudged liable to
the  corporation or in connection  with any other  proceeding  charging that the
officer  or  director  derived  an  improper  personal  benefit,  whether or not
involving  action in an official  capacity,  in which  proceeding the officer or
director  was  adjudged  liable on the basis that he or she  derived an improper
personal benefit.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.


ITEM 8.  EXHIBITS

<TABLE>
 -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
   Exhibit
   Number      Description of Document
   <S>         <C>

-----------------------------------------------------------------------------------------------------------------------
     4.1       Articles of Incorporation, as amended (filed as Exhibit 3.1 to the registrant's Registration
               Statement on Form S-1, File No. 333-78659, and incorporated herein by reference)
-----------------------------------------------------------------------------------------------------------------------
     4.2       Bylaws (filed as Exhibit 3.2 to the registrant's Registration Statement on Form S-1, File No.
               333-78659, and incorporated herein by reference)
-----------------------------------------------------------------------------------------------------------------------
     4.3       1997 Stock Option Plan (filed as Exhibit 10.1 to the registrant's Registration Statement on
               Form S-1, File No. 333-78659, and incorporated herein by reference)
-----------------------------------------------------------------------------------------------------------------------
     5.1       Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.
-----------------------------------------------------------------------------------------------------------------------
    23.1       Consent of Price Kong & Company, P.A.
-----------------------------------------------------------------------------------------------------------------------
    23.2       Consent of Neff & Ricci, LLP
-----------------------------------------------------------------------------------------------------------------------
    23.3       Consent   of   Dill   Dill   Carr    Stonbraker    &   Hutchings,
               P.C. (incorporated by reference into Exhibit 5.1)
-----------------------------------------------------------------------------------------------------------------------
    99.1       Stock Option Agreement with Ralph Thomas
-----------------------------------------------------------------------------------------------------------------------
    99.2       Stock Option Agreement with Alan Siskind
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


ITEM 9.  UNDERTAKINGS

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 event  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


                                      II-2

<PAGE>

          in  the  registration statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent not more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  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.

(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.

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 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.

Insofar as  indemnification  for liability  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.


                                      II-3

<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 Scottsdale, State of Arizona, on May 15, 2000.

                                    AUTOTRADECENTER.COM INC.


                                            By:/s/ Roger L. Butterwick
                                               ---------------------------------
                                               Roger L. Butterwick, President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statements has been signed by the following persons in the capacities and on the
dates indicated.


SIGNATURE                TITLE                                    DATE

                         President, Treasurer and
                         director (Principal  executive,
                         financial and accounting officer)
/s/Roger L.Butterwick                                        May 15, 2000
-----------------------                                      -------------------
Roger L. Butterwick


                         Vice President, Secretary and
                         director
/s/John E. Rowlett                                           May 15, 2000
-----------------------                                      -------------------
John E. Rowlett



                                      II-4
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{"company-data": {"conformed-name": "AUTOTRADECENTER COM INC", "cik": "0001085537", "assigned-sic": "5010", "irs-number": "860879572", "state-of-incorporation": "AZ", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37268", "film-number": "639210"}, "business-address": {"street1": "8135 E BUTHERUS SUITE 3", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260", "phone": "4809518040"}, "mail-address": {"street1": "8135 E BUTHERUS SUITE 3", "city": "SCOTTSDALE", "state": "AZ", "zip": "85260"}}
As filed on May 15, 2000                  Registration Statement No. 333-_______
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            AUTOTRADECENTER.COM INC.
             (Exact name of registrant as specified in its charter)

                  ARIZONA                                86-0879572
    (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                   Identification No.)

             8135 EAST BUTHERUS, SUITE 3, SCOTTSDALE, ARIZONA 85260
              (Address or principal executive offices) (Zip code)

                             1997 STOCK OPTION PLAN
                         WARRANTS ISSUED TO RALPH THOMAS
                         WARRANTS ISSUED TO ALAN SISKIND
                              (Full title of plan)

                         ROGER L. BUTTERWICK, PRESIDENT
                            AUTOTRADECENTER.COM INC.
                           8135 EAST BUTHERUS, SUITE 3
                            SCOTTSDALE, ARIZONA 85260
                     (Name and address of agent for service)

                                 (480) 951-8040
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------
Proposed
                                                          Proposed                  maximum
  Title of securities          Amount to be           maximum offering             aggregate                Amount of
   to be registered             registered             price per share          offering price           registration fee
------------------------------------------------------------------------------------------------------------------------------
1997 Stock                       2,808,307                $1.8125 (2)
$5,090,056 (2)              $1,343.77
Option Plan -                   shares (1)
Common Stock,
no par value
------------------------------------------------------------------------------------------------------------------------------
Warrant Issued to                  100,000                $1.00 (3)
$100,000 (3)                 $26.40
Ralph Thomas -                  shares (1)
Common Stock,
no par value
------------------------------------------------------------------------------------------------------------------------------
Warrant Issued to                  100,000                $1.00 (3)
$100,000 (3)                 $26.40
Alan Siskind -                  shares (1)
Common Stock,
no par value
------------------------------------------------------------------------------------------------------------------------------
                                                                                $5,290,056                  $1,396.57
------------------------------------------------------------------------------------------------------------------------------
(1)
Pursuant  to Rule 416  under  the  Securities  Act,  this  Registration
         Statement shall also cover any additional shares of the common stock of
         the Company which become  issuable by reason of any stock split,  stock
         dividend,  recapitalization,  or  other  similar  transaction  effected
         without the Registrant's  receipt of consideration  which results in an
         increase in the number of the  outstanding  shares of the  Registrant's
         common stock.

(2)
Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rules  457(c) and (h) under the  Securities  Act based upon
         the  average  of the bid and asked  prices of the  Registrant's  Common
         Stock on the NASD OTC Bulletin Board on May 11, 2000.

(3)
Calculated  pursuant to Rule 457(h) under the  Securities  Act based on
         the exercise price of the warrant issued to the listed individual.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION BY REFERENCE

The following  documents and reports filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated herein by reference:

         (a)      Amendment No. 3 to the Form S-1 Registration  Statement,  SEC
                  File No.  333-78659,  filed on October 12, 1999 which  became
                  effective on October 29, 1999.

         (b)      Quarterly  Reports  of the  Registrant  on Form  10-Q  for the
                  quarters  ended  September 30, 1999 and December 31, 1999, and
                  Current Reports on Form 8-K dated February 17, 2000,  February
                  29, 2000, and March 23, 2000, Commission File No. 333-78659.

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

ITEM 4.  DESCRIPTION OF SECURITIES

Each share of common stock has one vote with  respect to all matters  voted upon
by the shareholders.

Holders of common stock are entitled to receive dividends,  when and if declared
by our board of  directors,  out of  company  funds  legally  available  for the
payment of dividends.  We have never declared a dividend on our common stock and
have no present intention of declaring any dividends in the future.

Holders of common  stock do not have any  preemptive  rights or other  rights to
subscribe for additional shares, or any conversion  rights.  Upon a liquidation,
dissolution,  or winding up of the affairs of our company, holders of the common
stock will be entitled to share ratably in the assets available for distribution
to such  stockholders  after the payment of all  liabilities and any liquidation
payments due to holders of preferred stock.

All  outstanding  shares of common stock when issued and paid for, will be fully
paid and not liable for further call or assessment.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Arizona Business Corporation Act and Article 9 of the Registrant's  Articles
of  Incorporation  permit the Registrant to indemnify its officers and directors
and certain  other persons  against  expenses in defense of a suit to which they
are  parties  by  reason  of  such  office,  so long  as the  persons  conducted
themselves in good faith

                                      II-1
and the persons reasonably  believed that their conduct was in the corporation's
best interests,  not opposed to the corporation's  best interests,  or unlawful.
Indemnification  is not permitted in  connection  with a proceeding by or in the
right of the corporation in which the officer or director was adjudged liable to
the  corporation or in connection  with any other  proceeding  charging that the
officer  or  director  derived  an  improper  personal  benefit,  whether or not
involving  action in an official  capacity,  in which  proceeding the officer or
director  was  adjudged  liable on the basis that he or she  derived an improper
personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

 -----------------------------------------------------------------------------------------------------------------------
Exhibit
   Number      Description of Document
-----------------------------------------------------------------------------------------------------------------------
     4.1       Articles of Incorporation, as amended (filed as Exhibit 3.1 to the registrant's Registration
               Statement on Form S-1, File No. 333-78659, and incorporated herein by reference)
-----------------------------------------------------------------------------------------------------------------------
     4.2       Bylaws (filed as Exhibit 3.2 to the registrant's Registration Statement on Form S-1, File No.
               333-78659, and incorporated herein by reference)
-----------------------------------------------------------------------------------------------------------------------
     4.3       1997 Stock Option Plan (filed as Exhibit 10.1 to the registrant's Registration Statement on
               Form S-1, File No. 333-78659, and incorporated herein by reference)
-----------------------------------------------------------------------------------------------------------------------
     5.1       Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.
-----------------------------------------------------------------------------------------------------------------------
    23.1       Consent of Price Kong & Company, P.A.
-----------------------------------------------------------------------------------------------------------------------
    23.2       Consent of Neff & Ricci, LLP
-----------------------------------------------------------------------------------------------------------------------
    23.3       Consent   of   Dill   Dill   Carr    Stonbraker    &   Hutchings,
               P.C. (incorporated by reference into Exhibit 5.1)
-----------------------------------------------------------------------------------------------------------------------
    99.1       Stock Option Agreement with Ralph Thomas
-----------------------------------------------------------------------------------------------------------------------
    99.2       Stock Option Agreement with Alan Siskind
-----------------------------------------------------------------------------------------------------------------------
ITEM 9.  UNDERTAKINGS

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 event  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

                                      II-2
in  the  registration statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent not more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  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.

(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.

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 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.

Insofar as  indemnification  for liability  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.

                                      II-3
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 Scottsdale, State of Arizona, on May 15, 2000.

                                    AUTOTRADECENTER.COM INC.

                                            By:/s/ Roger L. Butterwick
                                               ---------------------------------
                                               Roger L. Butterwick, President

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statements has been signed by the following persons in the capacities and on the
dates indicated.

SIGNATURE                TITLE                                    DATE

                         President, Treasurer and
                         director (Principal  executive,
                         financial and accounting officer)
/s/Roger L.Butterwick                                        May 15, 2000
-----------------------                                      -------------------
Roger L. Butterwick

                         Vice President, Secretary and
                         director
/s/John E. Rowlett                                           May 15, 2000
-----------------------                                      -------------------
John E. Rowlett

                                      II-4