SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                             THE CATTLESALE COMPANY
             (Exact name of registrant as specified in its charter)

    Delaware                                             74-1605174
    --------                                             ----------
(State or other jurisdiction of
 incorporation or organization)             (I.R.S. Employer Identification No.)

    9901 IH10 West
   San Antonio, Texas                                       78230-2292
   ------------------                                       ----------
(Address of principal executive offices)                    (Zip Code)


                           2004 Consultant Stock Plan
                           --------------------------
                            (Full title of the plan)

                            David S. Geiman
                            9901 IH10 West
                    San Antonio, Texas, 78230-2292

                (Name and address of agent for service)

                            (210) 558-2898
     (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

                            Amount to be      offering price per    aggregate offering        Amount of
 Title of Securities       registered (1)          share (2)            price (2)         registration fee
   to be registered
<S>                             <C>                   <C>                   <C>                   <C>
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock                 1,500,000               $0.10               $150,000              $19.01
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>

(1) Includes an indeterminate  number of additional shares that may be issued to
adjust the number of shares issued  pursuant to the stock plan described  herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.

(2) Estimated  pursuant to Rule 457(h) solely for purposes of calculating amount
of registration  fee, based upon the average of the high and low prices reported
on April 8, 2004, as reported on the OTC Electronic Bulletin Board.



                                       1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents  are hereby  incorporated  by reference  into this
registration statement:

     (a) The Annual Report for the fiscal year ended December 31, 2003, filed by
the registrant with the Securities and Exchange Commission (the "Commission") on
Form 10K on April  14,  2004,  which  contains  audited  consolidated  financial
statements for the most recent fiscal year for which such  statements  have been
filed.

     (b) The quarterly report for the quarter ended March 31, 2003, filed by the
registrant with the Commission on Form 10Q on May 20, 2003.

     (c) The quarterly  report for the quarter ended June 30, 2003, filed by the
registrant with the Commission on Form 10Q on August 14, 2003.

     (d) The quarterly report for the quarter ended September 30, 2003, filed by
the registrant with the Commission on Form 10Q on November 14, 2003.

     (e) The amendment to the quarterly  report for the quarter ended  September
30, 2003, filed by the registrant with the Commission on Form 10Q on December 3,
2003.

     (f) The quarterly report for the quarter ended March 31, 2004, filed by the
registrant with the Commission on Form 10QSB on May 17, 2004.

     (g) In  addition,  all  documents  subsequently  filed  by  the  registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities 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  into this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

     Not applicable.  The class of securities to be offered is registered  under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

     Richardson  &  Patel  LLP has  given  an  opinion  on the  validity  of the
securities  being  registered  hereunder.  Erick  Richardson  and Nimish  Patel,
partners of the law firm, are eligible to receive shares of the Company's common
stock pursuant to this Form S-8 registration statement.

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

     As permitted by Section 102(b)(7) of the Delaware General  Corporation Law,
our  Certificate  of  Incorporation  includes a provision  that  eliminates  the
personal  liability of each of our directors for monetary  damages for breach of
such director's fiduciary duty as a director,  except for liability: (i) for any
breach of the  director's  duty of loyalty to us or our  stockholders;  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of the law;  (iii) under Section 174 of the Delaware  General
Corporation  Law; or (iv) for any transaction from which the director derived an
improper personal benefit.

     In addition,  our Certificate of Incorporation  and our Bylaws provide that
we must, to the fullest extent  permitted by Section 145 of the Delaware General
Corporation Law,  indemnify our directors,  officers and employees,  and persons
serving,  at our  request,  in such  capacities  in other  business  enterprises
including, for example, our subsidiaries, including those circumstances in which
indemnification would otherwise be discretionary.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

        5. Opinion regarding legality
        23.1  Consent of Marks Paneth & Shron LLP
        23.2  Consent of Richardson & Patel LLP (included in Exhibit 5)
        99.1  2004 Consultant Stock Plan

Item 9.  Undertakings.

     (a) The undersigned registrant hereby undertakes to file, during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
registration  statement (1) 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;  and (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.

                                       3
<PAGE>
     (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  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 (the "Act") may be permitted to directors,  officers and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

     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 San Antonio, Texas, on this 19th day of May, 2004.

                             THE CATTLESALE COMPANY
                             A Delaware Corporation


                             /s/ David S. Geiman
                             -------------------
                             By:  David S. Geiman
                             Its:  Chief Executive Officer

                                       4
<PAGE>
     Pursuant to the  requirements  of the Securities Act of 1933, this Form S-8
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:


Dated:  May 19, 2004
                                   /s/ David S. Geiman
                                   --------------------------------------------
                                   David S. Geiman, Chairman and Chief Executive
                                   Officer


Dated:  May 19, 2004
                                    /s/ Phillip P. Krumb
                                   --------------------------------------------
                                   Phillip P. Krumb, Vice President, Chief
                                   Financial Officer and Director


Dated:  May 19, 2004
                                   /s/ David W. Pequet
                                   --------------------------------------------
                                   David W. Pequet, Director


Dated:  May 19, 2004
                                   /s/ Gerald N. Agranoff
                                   --------------------------------------------
                                   Gerald N. Agranoff, Director


Dated:  May 19, 2004
                                   /s/ Mark A. Marguson
                                   --------------------------------------------
                                   Mark A. Marguson, Director


Dated:  May 19, 2004
                                   /s/ Edward L. McMillan
                                   --------------------------------------------
                                   Edward L. McMillan, Director


                                       5
<PAGE>


                                INDEX TO EXHIBITS

Exhibit Number        Description

5.                    Opinion regarding legality
23.1                  Consent of Marks Paneth & Shron LLP
23.2                  Consent of Richardson & Patel LLP (included in Exhibit 5
99.1                  2003 Consultant Stock Plan


                                       6
<PAGE>
Exhibit 5.
Exhibit 23.2
                             RICHARDSON & PATEL LLP
                            10900 Wilshire Boulevard
                                    Suite 500
                          Los Angeles, California 90024
                            Telephone (310) 208-1182
                            Facsimile (310) 208-1154

                                  May 19, 2004

Board of Directors
The CattleSale Company
9901 IH10 West, Suite 800
San Antonio, Texas 78230

     Re: 2004 Consultant Stock Plan (the "Plan")

Gentlemen:

     We have acted as counsel to The CattleSale Company, a Delaware corporation,
(the  "Company")  in  connection  with  the  preparation  and  filing  with  the
Securities  and  Exchange  Commission  under the  Securities  Act of 1933 of the
Company's Registration Statement on Form S-8 relating to 1,500,000 shares of the
Company's common stock, no par value (the "Shares").

     In connection with that  registration,  we have reviewed the proceedings of
the Board of Directors of the Company  relating to the registration and proposed
issuance of the Shares,  the Certificate of Incorporation of the Company and all
amendments thereto,  the Bylaws of the Company and all amendments  thereto,  and
such other documents and matters as we have deemed necessary to the rendering of
the following opinion.

     Based upon that review,  it is our opinion that the Shares,  when issued in
conformance  with the terms and conditions of the Plan,  will be legally issued,
fully paid, and non-assessable.  We do not find it necessary for the purposes of
this  opinion  to cover,  and  accordingly  we  express  no  opinion  as to, the
application  of the  securities or blue-sky laws of the various states as to the
issuance and sale of the Shares.

     We consent to the use of this opinion in the  registration  statement filed
with the Securities and Exchange  Commission in connection with the registration
of the Shares and to the  reference to our firm under the heading  "Interests of
Named Experts and Counsel" in the registration statement.


                           /s/ RICHARDSON & PATEL LLP


                                       7
<PAGE>
Exhibit 23.1
                  CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS


     We hereby consent to the use in this Form S-8 Registration Statement of The
CattleSale Company of our report dated April 6, 2004 (except for notes 10 and 16
as to which the date is April 9, 2004),  relating to the financial statements of
The CattleSale Company as of and for the years ended December 31, 2003 and 2002,
which is incorporated by reference into such Form S-8.

                          /s/ Marks Paneth & Shron LLP
                          Certified Public Accountants


New York, New York
May 19, 2004



                                       8
<PAGE>

Exhibit 99.1

                             THE CATTLESALE COMPANY

                           2004 CONSULTANT STOCK PLAN


                                 PURPOSE OF PLAN

     WHEREAS,  the purpose of this 2004 Consultant  Stock Plan is to advance the
interests  of the Company by helping the Company  obtain and retain the services
of  persons  providing  consulting  services  upon whose  judgment,  initiative,
efforts and/or services the Company is substantially  dependent,  by offering to
or providing those persons with incentives or inducements affording such persons
an opportunity to become owners of capital stock of the Company.

                          TERMS AND CONDITIONS OF PLAN

     1. DEFINITIONS.

     Set forth below are  definitions  of  capitalized  terms that are generally
used  throughout  this  Plan,  or  references  to  provisions   containing  such
definitions  (capitalized terms whose use is limited to specific  provisions are
not referenced in this Section):

     (a) Affiliate - The term  "Affiliate" is defined as any person  controlling
the  Company,  controlled  by the  Company,  or under  common  control  with the
Company.

     (b) Award - The term "Award" is collectively  and severally  defined as any
Award Shares granted under this Plan.

     (c) Award  Shares - The term "Award  Shares" is defined as shares of Common
Stock  granted by the Executive  Committee in accordance  with Section 5 of this
Plan.

     (d) Board - The term  "Board" is defined as the Board of  Directors  of the
Company, as such body may be reconstituted from time to time.

     (e) Common  Stock - The term  "Common  Stock" is  defined as the  Company's
common stock, no par value.

     (f) Company - The term  "Company" is defined as The CattleSale  Company,  a
Delaware corporation.

     (g) Disposed - The term "Disposed" (or the equivalent  terms  "Disposition"
or  "Dispose")  is defined as any transfer or alienation of an Award which would
directly or indirectly change the legal or beneficial ownership thereof, whether
voluntary or by operation of law, or with or without the payment or provision of
consideration,  including,  by way of example and not limitation:  (i) the sale,
assignment,  bequest or gift of the Award;  (ii) any transaction that creates or
grants a right to obtain an interest in the Award;  (iii) any  transaction  that
creates a form of joint  ownership in the Award between the Recipient and one or
more other  Persons;  (iv) any  Disposition  of the Award to a  creditor  of the


                                       9
<PAGE>

Recipient,  including the  hypothecation,  encumbrance or pledge of the Award or
any interest therein, or the attachment or imposition of a lien by a creditor of
the Recipient of the Award or any interest  therein which is not released within
thirty  (30) days  after  the  imposition  thereof;  (v) any  distribution  by a
Recipient  which is an entity to its  stockholders,  partners,  co-venturers  or
members,  as the case may be, or (vi) any distribution by a Recipient which is a
fiduciary such as a trustee or custodian to its settlors or beneficiaries.

     (h) Eligible Person - The term "Eligible Person" means any Person who, at a
particular  time,  is a consultant  to the Company or an Affiliate  who provides
bona  fide  consulting  services  to the  Company  or the  Affiliate,  provided,
however,  no Award hereunder may be granted to any Person in connection with the
provision  of any  services  incident to the raising of capital or  promotion or
maintenance of a market for the Company's securities.

     (i) Fair Market Value - The term "Fair Market  Value" means the fair market
value as of the applicable  valuation date of the Award Shares,  or other shares
of Common  Stock,  as the case may be (the  "Subject  Shares"),  to be valued as
determined  by the  Executive  Committee in its good faith  judgment,  but in no
event  shall the Fair  Market  Value be less  than the par value of the  Subject
Shares.

     (j) Person - The term "Person" is defined,  in its broadest  sense,  as any
individual,  entity or fiduciary such as, by way of example and not  limitation,
individual or natural persons, corporations,  partnerships (limited or general),
joint-ventures,  associations,  limited  liability  companies/partnerships,   or
fiduciary arrangements, such as trusts.

     (k) Plan - The term "Plan" is defined as this 2004  Consultant  Stock Plan.

     (l) Executive Committee - The term "Executive Committee" is defined as that
Committee  appointed by the Board to administer  and interpret this Plan as more
particularly  described in Section 3 of the Plan;  provided,  however,  that the
term  Executive  Committee  will  refer to the  Board  during  such  times as no
Executive Committee is appointed by the Board.

     (m) Recipient - The term "Recipient" is defined as any Eligible Person who,
at a particular time, receives the grant of an Award.

     (n) Securities Act - The term "Securities Act" is defined as the Securities
Act of 1933, as amended (references herein to Sections of the Securities Act are
intended to refer to Sections  of the  Securities  Act as enacted at the time of
the adoption of this Plan by the Board and as  subsequently  amended,  or to any
substantially  similar successor provisions of the Securities Act resulting from
recodification, renumbering or otherwise).

    2. TERM OF PLAN.

     This  Plan  shall be  effective  as of such  time and date as this  Plan is
adopted by the Board,  and this Plan shall  terminate on the first  business day
prior to the ten (10) year  anniversary of the date this Plan became  effective.
All Awards  granted  pursuant to this Plan prior to the  effective  date of this
Plan  shall  not be  affected  by the  termination  of this  Plan and all  other
provisions  of  this  Plan  shall  remain  in  effect  until  the  terms  of all
outstanding  Awards have been  satisfied or terminated  in accordance  with this
Plan and the terms of such Awards.



                                       10
<PAGE>

     3. PLAN ADMINISTRATION.

     (a) Executive Committee.

          (i)  The Plan shall be  administered  and  interpreted  by a committee
               consisting  of two (2) or more  members of the  Board;  provided,
               however,  no member of the Board who may serve as a member of the
               Executive  Committee if such person  serves or served as a member
               of the Executive  Committee  with respect to any plan (other than
               this Plan) of the Company or its Affiliates  which plan was or is
               established to comply with the provisions of Rule  16b-3(c)(2)(i)
               to the  Securities  and Exchange Act of 1934,  as amended  (i.e.,
               pertaining  to the  establishment  of  so-called  "Section  16b-3
               Plans"),  and, by reason of such person's  proposed  service as a
               member  of the  Executive  Committee,  such  person  would not be
               considered a  "disinterested"  person  within the meaning of said
               Rule  with  respect  to such  other  plan.

          (ii) Members  of the  Executive  Committee  may  resign at any time by
               delivering  written  notice  to  the  Board.   Vacancies  in  the
               Executive  Committee shall be filled by the Board.  The Executive
               Committee  shall act by a majority of its members in office.  The
               Executive  Committee  may act either by vote at a meeting or by a
               memorandum  or other written  instrument  signed by a majority of
               the Executive  Committee.

          (iii)If the Board,  in its  discretion,  does not  appoint a Executive
               Committee,  the Board itself will  administer  and  interpret the
               Plan and take such other  actions as the  Executive  Committee is
               authorized  to take  hereunder;  provided that the Board may take
               such  actions  hereunder in the same manner as the Board may take
               other actions under the Certificate of  Incorporation  and bylaws
               of the Company generally.

     (b) Eligibility of Executive  Committee  Members to Receive  Awards.  While
serving on the  Executive  Committee,  such  members  shall not be eligible  for
selection as Eligible Persons to whom an Award may be granted under the Plan.

     (c) Power to Make Awards.  The Executive  Committee shall have the full and
final  authority  in its sole  discretion,  at any  time and from  time-to-time,
subject  only to the  express  terms,  conditions  and other  provisions  of the
Certificate  of  Incorporation  of the Company and this Plan,  and the  specific
limitations on such discretion set forth herein, to:

          (i)  Designate  the  Eligible  Persons or classes of Eligible  Persons
               eligible to receive Awards from among the Eligible Persons;

          (ii) Grant  Awards to such  selected  Eligible  Persons  or classes of
               Eligible Persons in such form and amount (subject to the terms of
               the Plan) as the Executive Committee shall determine;

          (iii)Interpret   the  Plan,   adopt,   amend  and  rescind  rules  and
               regulations   relating   to  the   Plan,   and  make  all   other
               determinations  and take all other action  necessary or advisable
               for the implementation and administration of the Plan; and

          (iiii) Delegate all or a portion of its  authority  under  subsections
               (i) and (ii) of this Section 3(c) to one or more directors of the
               Company who are  executive  officers of the  Company,  subject to
               such  restrictions and limitations  (such as the aggregate number
               of shares of Common  Stock that may be awarded) as the  Executive
               Committee may decide to impose on such delegate directors.



                                       11
<PAGE>

     In  determining  the  recipient,  form and amount of Awards,  the Executive
Committee shall consider any factors deemed relevant,  including the recipient's
functions,  responsibilities,  value of  services  to the  Company  and past and
potential contributions to the Company's profitability and sound growth.

     (d) Interpretation Of Plan. The Executive  Committee shall, in its sole and
absolute  discretion,  interpret  and  determine  the effect of all  matters and
questions relating to this Plan. The  interpretations  and determinations of the
Executive Committee under the Plan (including without limitation  determinations
pertaining to the eligibility of Persons to receive Awards, the form, amount and
timing of Awards,  the methods of payment  for  Awards,  and the other terms and
provisions of Awards and the  certificates or agreements  evidencing  same) need
not be uniform  and may be made by the  Executive  Committee  selectively  among
Persons who receive, or are eligible to receive,  Awards under the Plan, whether
or  not  such  Persons  are  similarly  situated.  All  actions  taken  and  all
interpretations  and  determinations  made  under this Plan in good faith by the
Executive Committee shall be final and binding upon the Recipient,  the Company,
and all other interested  Persons. No member of the Executive Committee shall be
personally  liable for any action taken or decision made in good faith  relating
to this  Plan,  and all  members  of the  Executive  Committee  shall  be  fully
protected and indemnified to the fullest extent  permitted under  applicable law
by the Company in respect to any such action, determination, or interpretation.

     (e)  Compensation;  Advisors.  Members  of the  Executive  Committee  shall
receive such  compensation for their services as members as may be determined by
the Board.  All expenses and  liabilities  incurred by members of the  Executive
Committee in connection  with the  administration  of the Plan shall be borne by
the Company. The Executive Committee may, with the approval of the Board, employ
attorneys, consultants,  accountants,  appraisers, brokers, or other Persons, at
the cost of the Company. The Executive  Committee,  the Company and its officers
and directors shall be entitled to rely upon the advice, opinions, or valuations
of any such Persons.

     4. STOCK POOL.

     (a) Maximum Number of Shares  Authorized Under Plan.  Shares of stock which
may be issued or granted  under the Plan shall be  authorized  and  unissued  or
treasury  shares of Common  Stock.  The  aggregate  maximum  number of shares of
Common  Stock  which may be issued as a grant of Award  Shares  shall not exceed
1,500,000 shares of Common Stock (the "Stock Pool").

     (b)  Date of  Award.  The  date an Award  is  granted  shall  mean the date
selected by the Executive Committee as of which the Executive Committee allots a
specific  number of shares to a Recipient with respect to such Award pursuant to
the Plan.

    5. AWARD SHARES.

     (a) Grant.  The Executive  Committee may from time to time,  and subject to
the  provisions of the Plan and such other terms and conditions as the Executive
Committee  may  prescribe,  grant to any  Eligible  Person one or more shares of
Common Stock ("Award Shares") allotted by the Executive Committee.  The grant of


                                       12
<PAGE>

Award Shares or grant of the right to receive Award Shares shall be evidenced by
either a written consulting agreement or a separate written agreement confirming
such grant,  executed by the  Company and the  Recipient,  stating the number of
Award Shares granted and stating all terms and conditions of such grant.

     (b) Purchase Price and Manner of Payment. The Executive  Committee,  in its
sole discretion, may grant Award Shares in any of the following instances:

          (i)  as a "bonus" or "reward"  for  services  previously  rendered and
               compensated,  in which  case the  recipient  of the Award  Shares
               shall not be  required  to pay any  consideration  for such Award
               Shares,  and the  value of such  Award  Shares  shall be the Fair
               Market Value of such Award Shares on the date of grant; or

          (ii) as  "compensation"   for  the  previous   performance  or  future
               performance of services or attainment of goals, in which case the
               recipient  of the Award  Shares  shall not be required to pay any
               consideration  for such Award Shares (other than the  performance
               of his  services),  and the value of such Award  Shares  received
               (together  with the value of such services or attainment of goals
               attained  by the  Recipient),  may not be less  than one  hundred
               percent  (100%) of the Fair Market  Value of such Award Shares on
               the date of grant; or

     6. ADJUSTMENTS.

     (a)  Subdivision or Stock  Dividend.  If (i)  outstanding  shares of Common
Stock  shall be  subdivided  into a  greater  number  of  shares  by  reason  of
recapitalization or  reclassification,  the number of shares of Common Stock, if
any,  available  for issuance in the Stock Pool shall,  simultaneously  with the
effectiveness of such  subdivision or immediately  after the record date of such
dividend, be proportionately  increased, and (ii) conversely, if the outstanding
shares of Common Stock shall be combined  into a smaller  number of shares,  the
number of shares of Common  Stock,  if any,  available for issuance in the Stock
Pool  shall,  simultaneously  with the  effectiveness  of such  combination,  be
proportionately increased.

     (b) Adjustments  Determined in Sole Discretion of Board. To the extent that
the foregoing  adjustments  relate to stock or  securities of the Company,  such
adjustments  shall be made by the Board,  whose  determination  in that  respect
shall be final, binding and conclusive.

     (c) No Other  Rights to  Recipient.  Except as  expressly  provided in this
Section 6, (i) the Recipient  shall have no rights by reason of any  subdivision
or  consolidation  of shares of stock of any class or the  payment  of any stock
dividend  or any other  increase or decrease in the number of shares of stock of
any class,  and (ii) the  dissolution,  liquidation,  merger,  consolidation  or
divisive  reorganization or sale of assets or stock to another  corporation,  or
any  issue  by the  Company  of  shares  of stock of any  class,  or  securities
convertible  into  shares  of stock  of any  class,  shall  not  affect,  and no
adjustment  by reason  thereof  shall be made with  respect  to,  the  number of
shares.  The grant of an Award pursuant to this Plan shall not affect in any way
the  right or  power  of the  Company  to make  adjustments,  reclassifications,
reorganizations  or changes of its  capital or business  structure  or to merge,
consolidate,  dissolve or  liquidate,  or to sell or transfer all or any part of
its business or assets.

                                       13
<PAGE>
    7. EMPLOYMENT STATUS.

     In no event  shall the  granting  of an Award be  construed  as  granting a
continued  right of  employment to a Recipient if such Person is employed by the
Company,  nor effect  any right  which the  Company  may have to  terminate  the
employment of such Person,  at any time,  with or without  cause,  except to the
extent that such Person and the Company have agreed otherwise in writing.

     8. AMENDMENT AND DISCONTINUATION OF PLAN; MODIFICATION OF AWARDS.

     (b) Amendment, Modification or Termination of Plan. The Board may amend the
Plan or  suspend  or  discontinue  the  Plan at any  time or from  time-to-time;
provided,  however  no such  action  may  adversely  alter or  impair  any Award
previously  granted  under  this Plan  without  the  consent  of each  Recipient
affected thereby.

     (b) Compliance  with Laws. The Executive  Committee may at any time or from
time-to-time,  without receiving further  consideration  from any Person who may
become entitled to receive or who has received the grant of an Award  hereunder,
modify or amend Awards  granted  under this Plan as required to: (i) comply with
changes in  securities,  tax or other laws or rules,  regulations  or regulatory
interpretations  thereof  applicable  to this  Plan or Awards  thereunder  or to
comply with stock exchange rules or requirements.


                                       14
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "s8050504.txt", "secsgml_size_bytes": 34208}]
{"company-data": {"conformed-name": "CATTLESALE CO", "cik": "0000205239", "assigned-sic": "3571", "irs-number": "741605174", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115663", "film-number": "04820474"}, "business-address": {"street1": "9901 IH 10 WEST SUITE 800", "city": "SAN ANTONIO", "state": "TX", "zip": "78230-2292", "phone": "2105582898"}, "mail-address": {"street1": "9901 IH 10 WEST SUITE 800", "city": "SAN ANTONIO", "state": "TX", "zip": "78230-2292"}, "former-company": [{"former-conformed-name": "DYNACORE HOLDINGS CORP", "date-changed": "20000707"}, {"former-conformed-name": "DYNACORP HOLDINGS CORP", "date-changed": "20000707"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             THE CATTLESALE COMPANY
             (Exact name of registrant as specified in its charter)

    Delaware                                             74-1605174
    --------                                             ----------
(State or other jurisdiction of
 incorporation or organization)             (I.R.S. Employer Identification No.)

    9901 IH10 West
   San Antonio, Texas                                       78230-2292
   ------------------                                       ----------
(Address of principal executive offices)                    (Zip Code)

                           2004 Consultant Stock Plan
                           --------------------------
                            (Full title of the plan)

                            David S. Geiman
                            9901 IH10 West
                    San Antonio, Texas, 78230-2292

                (Name and address of agent for service)

                            (210) 558-2898
     (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                            Amount to be      offering price per    aggregate offering        Amount of
 Title of Securities       registered (1)          share (2)            price (2)         registration fee
   to be registered
----------------------- --------------------- -------------------- --------------------- --------------------
Common Stock                 1,500,000               $0.10               $150,000              $19.01
----------------------- --------------------- -------------------- --------------------- --------------------
(1) Includes an indeterminate  number of additional shares that may be issued to
adjust the number of shares issued  pursuant to the stock plan described  herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.

(2) Estimated  pursuant to Rule 457(h) solely for purposes of calculating amount
of registration  fee, based upon the average of the high and low prices reported
on April 8, 2004, as reported on the OTC Electronic Bulletin Board.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents  are hereby  incorporated  by reference  into this
registration statement:

     (a) The Annual Report for the fiscal year ended December 31, 2003, filed by
the registrant with the Securities and Exchange Commission (the "Commission") on
Form 10K on April  14,  2004,  which  contains  audited  consolidated  financial
statements for the most recent fiscal year for which such  statements  have been
filed.

     (b) The quarterly report for the quarter ended March 31, 2003, filed by the
registrant with the Commission on Form 10Q on May 20, 2003.

     (c) The quarterly  report for the quarter ended June 30, 2003, filed by the
registrant with the Commission on Form 10Q on August 14, 2003.

     (d) The quarterly report for the quarter ended September 30, 2003, filed by
the registrant with the Commission on Form 10Q on November 14, 2003.

     (e) The amendment to the quarterly  report for the quarter ended  September
30, 2003, filed by the registrant with the Commission on Form 10Q on December 3,
2003.

     (f) The quarterly report for the quarter ended March 31, 2004, filed by the
registrant with the Commission on Form 10QSB on May 17, 2004.

     (g) In  addition,  all  documents  subsequently  filed  by  the  registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities 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  into this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

     Not applicable.  The class of securities to be offered is registered  under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

     Richardson  &  Patel  LLP has  given  an  opinion  on the  validity  of the
securities  being  registered  hereunder.  Erick  Richardson  and Nimish  Patel,
partners of the law firm, are eligible to receive shares of the Company's common
stock pursuant to this Form S-8 registration statement.

                                       2
Item 6.  Indemnification of Directors and Officers.

     As permitted by Section 102(b)(7) of the Delaware General  Corporation Law,
our  Certificate  of  Incorporation  includes a provision  that  eliminates  the
personal  liability of each of our directors for monetary  damages for breach of
such director's fiduciary duty as a director,  except for liability: (i) for any
breach of the  director's  duty of loyalty to us or our  stockholders;  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of the law;  (iii) under Section 174 of the Delaware  General
Corporation  Law; or (iv) for any transaction from which the director derived an
improper personal benefit.

     In addition,  our Certificate of Incorporation  and our Bylaws provide that
we must, to the fullest extent  permitted by Section 145 of the Delaware General
Corporation Law,  indemnify our directors,  officers and employees,  and persons
serving,  at our  request,  in such  capacities  in other  business  enterprises
including, for example, our subsidiaries, including those circumstances in which
indemnification would otherwise be discretionary.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

        5. Opinion regarding legality
        23.1  Consent of Marks Paneth & Shron LLP
        23.2  Consent of Richardson & Patel LLP (included in Exhibit 5)
        99.1  2004 Consultant Stock Plan

Item 9.  Undertakings.

     (a) The undersigned registrant hereby undertakes to file, during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
registration  statement (1) 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;  and (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.

                                       3
(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  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 (the "Act") may be permitted to directors,  officers and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

     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 San Antonio, Texas, on this 19th day of May, 2004.

                             THE CATTLESALE COMPANY
                             A Delaware Corporation

                             /s/ David S. Geiman
                             -------------------
                             By:  David S. Geiman
                             Its:  Chief Executive Officer

                                       4
Pursuant to the  requirements  of the Securities Act of 1933, this Form S-8
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

Dated:  May 19, 2004
                                   /s/ David S. Geiman
                                   --------------------------------------------
                                   David S. Geiman, Chairman and Chief Executive
                                   Officer

Dated:  May 19, 2004
                                    /s/ Phillip P. Krumb
                                   --------------------------------------------
                                   Phillip P. Krumb, Vice President, Chief
                                   Financial Officer and Director

Dated:  May 19, 2004
                                   /s/ David W. Pequet
                                   --------------------------------------------
                                   David W. Pequet, Director

Dated:  May 19, 2004
                                   /s/ Gerald N. Agranoff
                                   --------------------------------------------
                                   Gerald N. Agranoff, Director

Dated:  May 19, 2004
                                   /s/ Mark A. Marguson
                                   --------------------------------------------
                                   Mark A. Marguson, Director

Dated:  May 19, 2004
                                   /s/ Edward L. McMillan
                                   --------------------------------------------
                                   Edward L. McMillan, Director

                                       5
INDEX TO EXHIBITS

Exhibit Number        Description

5.                    Opinion regarding legality
23.1                  Consent of Marks Paneth & Shron LLP
23.2                  Consent of Richardson & Patel LLP (included in Exhibit 5
99.1                  2003 Consultant Stock Plan

                                       6
Exhibit 5.
Exhibit 23.2
                             RICHARDSON & PATEL LLP
                            10900 Wilshire Boulevard
                                    Suite 500
                          Los Angeles, California 90024
                            Telephone (310) 208-1182
                            Facsimile (310) 208-1154

                                  May 19, 2004

Board of Directors
The CattleSale Company
9901 IH10 West, Suite 800
San Antonio, Texas 78230

     Re: 2004 Consultant Stock Plan (the "Plan")

Gentlemen:

     We have acted as counsel to The CattleSale Company, a Delaware corporation,
(the  "Company")  in  connection  with  the  preparation  and  filing  with  the
Securities  and  Exchange  Commission  under the  Securities  Act of 1933 of the
Company's Registration Statement on Form S-8 relating to 1,500,000 shares of the
Company's common stock, no par value (the "Shares").

     In connection with that  registration,  we have reviewed the proceedings of
the Board of Directors of the Company  relating to the registration and proposed
issuance of the Shares,  the Certificate of Incorporation of the Company and all
amendments thereto,  the Bylaws of the Company and all amendments  thereto,  and
such other documents and matters as we have deemed necessary to the rendering of
the following opinion.

     Based upon that review,  it is our opinion that the Shares,  when issued in
conformance  with the terms and conditions of the Plan,  will be legally issued,
fully paid, and non-assessable.  We do not find it necessary for the purposes of
this  opinion  to cover,  and  accordingly  we  express  no  opinion  as to, the
application  of the  securities or blue-sky laws of the various states as to the
issuance and sale of the Shares.

     We consent to the use of this opinion in the  registration  statement filed
with the Securities and Exchange  Commission in connection with the registration
of the Shares and to the  reference to our firm under the heading  "Interests of
Named Experts and Counsel" in the registration statement.

                           /s/ RICHARDSON & PATEL LLP

                                       7
Exhibit 23.1
                  CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS

     We hereby consent to the use in this Form S-8 Registration Statement of The
CattleSale Company of our report dated April 6, 2004 (except for notes 10 and 16
as to which the date is April 9, 2004),  relating to the financial statements of
The CattleSale Company as of and for the years ended December 31, 2003 and 2002,
which is incorporated by reference into such Form S-8.

                          /s/ Marks Paneth & Shron LLP
                          Certified Public Accountants

New York, New York
May 19, 2004

                                       8
Exhibit 99.1

                             THE CATTLESALE COMPANY

                           2004 CONSULTANT STOCK PLAN

                                 PURPOSE OF PLAN

     WHEREAS,  the purpose of this 2004 Consultant  Stock Plan is to advance the
interests  of the Company by helping the Company  obtain and retain the services
of  persons  providing  consulting  services  upon whose  judgment,  initiative,
efforts and/or services the Company is substantially  dependent,  by offering to
or providing those persons with incentives or inducements affording such persons
an opportunity to become owners of capital stock of the Company.

                          TERMS AND CONDITIONS OF PLAN

     1. DEFINITIONS.

     Set forth below are  definitions  of  capitalized  terms that are generally
used  throughout  this  Plan,  or  references  to  provisions   containing  such
definitions  (capitalized terms whose use is limited to specific  provisions are
not referenced in this Section):

     (a) Affiliate - The term  "Affiliate" is defined as any person  controlling
the  Company,  controlled  by the  Company,  or under  common  control  with the
Company.

     (b) Award - The term "Award" is collectively  and severally  defined as any
Award Shares granted under this Plan.

     (c) Award  Shares - The term "Award  Shares" is defined as shares of Common
Stock  granted by the Executive  Committee in accordance  with Section 5 of this
Plan.

     (d) Board - The term  "Board" is defined as the Board of  Directors  of the
Company, as such body may be reconstituted from time to time.

     (e) Common  Stock - The term  "Common  Stock" is  defined as the  Company's
common stock, no par value.

     (f) Company - The term  "Company" is defined as The CattleSale  Company,  a
Delaware corporation.

     (g) Disposed - The term "Disposed" (or the equivalent  terms  "Disposition"
or  "Dispose")  is defined as any transfer or alienation of an Award which would
directly or indirectly change the legal or beneficial ownership thereof, whether
voluntary or by operation of law, or with or without the payment or provision of
consideration,  including,  by way of example and not limitation:  (i) the sale,
assignment,  bequest or gift of the Award;  (ii) any transaction that creates or
grants a right to obtain an interest in the Award;  (iii) any  transaction  that
creates a form of joint  ownership in the Award between the Recipient and one or
more other  Persons;  (iv) any  Disposition  of the Award to a  creditor  of the

                                       9
Recipient,  including the  hypothecation,  encumbrance or pledge of the Award or
any interest therein, or the attachment or imposition of a lien by a creditor of
the Recipient of the Award or any interest  therein which is not released within
thirty  (30) days  after  the  imposition  thereof;  (v) any  distribution  by a
Recipient  which is an entity to its  stockholders,  partners,  co-venturers  or
members,  as the case may be, or (vi) any distribution by a Recipient which is a
fiduciary such as a trustee or custodian to its settlors or beneficiaries.

     (h) Eligible Person - The term "Eligible Person" means any Person who, at a
particular  time,  is a consultant  to the Company or an Affiliate  who provides
bona  fide  consulting  services  to the  Company  or the  Affiliate,  provided,
however,  no Award hereunder may be granted to any Person in connection with the
provision  of any  services  incident to the raising of capital or  promotion or
maintenance of a market for the Company's securities.

     (i) Fair Market Value - The term "Fair Market  Value" means the fair market
value as of the applicable  valuation date of the Award Shares,  or other shares
of Common  Stock,  as the case may be (the  "Subject  Shares"),  to be valued as
determined  by the  Executive  Committee in its good faith  judgment,  but in no
event  shall the Fair  Market  Value be less  than the par value of the  Subject
Shares.

     (j) Person - The term "Person" is defined,  in its broadest  sense,  as any
individual,  entity or fiduciary such as, by way of example and not  limitation,
individual or natural persons, corporations,  partnerships (limited or general),
joint-ventures,  associations,  limited  liability  companies/partnerships,   or
fiduciary arrangements, such as trusts.

     (k) Plan - The term "Plan" is defined as this 2004  Consultant  Stock Plan.

     (l) Executive Committee - The term "Executive Committee" is defined as that
Committee  appointed by the Board to administer  and interpret this Plan as more
particularly  described in Section 3 of the Plan;  provided,  however,  that the
term  Executive  Committee  will  refer to the  Board  during  such  times as no
Executive Committee is appointed by the Board.

     (m) Recipient - The term "Recipient" is defined as any Eligible Person who,
at a particular time, receives the grant of an Award.

     (n) Securities Act - The term "Securities Act" is defined as the Securities
Act of 1933, as amended (references herein to Sections of the Securities Act are
intended to refer to Sections  of the  Securities  Act as enacted at the time of
the adoption of this Plan by the Board and as  subsequently  amended,  or to any
substantially  similar successor provisions of the Securities Act resulting from
recodification, renumbering or otherwise).

    2. TERM OF PLAN.

     This  Plan  shall be  effective  as of such  time and date as this  Plan is
adopted by the Board,  and this Plan shall  terminate on the first  business day
prior to the ten (10) year  anniversary of the date this Plan became  effective.
All Awards  granted  pursuant to this Plan prior to the  effective  date of this
Plan  shall  not be  affected  by the  termination  of this  Plan and all  other
provisions  of  this  Plan  shall  remain  in  effect  until  the  terms  of all
outstanding  Awards have been  satisfied or terminated  in accordance  with this
Plan and the terms of such Awards.

                                       10
3. PLAN ADMINISTRATION.

     (a) Executive Committee.

          (i)  The Plan shall be  administered  and  interpreted  by a committee
               consisting  of two (2) or more  members of the  Board;  provided,
               however,  no member of the Board who may serve as a member of the
               Executive  Committee if such person  serves or served as a member
               of the Executive  Committee  with respect to any plan (other than
               this Plan) of the Company or its Affiliates  which plan was or is
               established to comply with the provisions of Rule  16b-3(c)(2)(i)
               to the  Securities  and Exchange Act of 1934,  as amended  (i.e.,
               pertaining  to the  establishment  of  so-called  "Section  16b-3
               Plans"),  and, by reason of such person's  proposed  service as a
               member  of the  Executive  Committee,  such  person  would not be
               considered a  "disinterested"  person  within the meaning of said
               Rule  with  respect  to such  other  plan.

          (ii) Members  of the  Executive  Committee  may  resign at any time by
               delivering  written  notice  to  the  Board.   Vacancies  in  the
               Executive  Committee shall be filled by the Board.  The Executive
               Committee  shall act by a majority of its members in office.  The
               Executive  Committee  may act either by vote at a meeting or by a
               memorandum  or other written  instrument  signed by a majority of
               the Executive  Committee.

          (iii)If the Board,  in its  discretion,  does not  appoint a Executive
               Committee,  the Board itself will  administer  and  interpret the
               Plan and take such other  actions as the  Executive  Committee is
               authorized  to take  hereunder;  provided that the Board may take
               such  actions  hereunder in the same manner as the Board may take
               other actions under the Certificate of  Incorporation  and bylaws
               of the Company generally.

     (b) Eligibility of Executive  Committee  Members to Receive  Awards.  While
serving on the  Executive  Committee,  such  members  shall not be eligible  for
selection as Eligible Persons to whom an Award may be granted under the Plan.

     (c) Power to Make Awards.  The Executive  Committee shall have the full and
final  authority  in its sole  discretion,  at any  time and from  time-to-time,
subject  only to the  express  terms,  conditions  and other  provisions  of the
Certificate  of  Incorporation  of the Company and this Plan,  and the  specific
limitations on such discretion set forth herein, to:

          (i)  Designate  the  Eligible  Persons or classes of Eligible  Persons
               eligible to receive Awards from among the Eligible Persons;

          (ii) Grant  Awards to such  selected  Eligible  Persons  or classes of
               Eligible Persons in such form and amount (subject to the terms of
               the Plan) as the Executive Committee shall determine;

          (iii)Interpret   the  Plan,   adopt,   amend  and  rescind  rules  and
               regulations   relating   to  the   Plan,   and  make  all   other
               determinations  and take all other action  necessary or advisable
               for the implementation and administration of the Plan; and

          (iiii) Delegate all or a portion of its  authority  under  subsections
               (i) and (ii) of this Section 3(c) to one or more directors of the
               Company who are  executive  officers of the  Company,  subject to
               such  restrictions and limitations  (such as the aggregate number
               of shares of Common  Stock that may be awarded) as the  Executive
               Committee may decide to impose on such delegate directors.

                                       11
In  determining  the  recipient,  form and amount of Awards,  the Executive
Committee shall consider any factors deemed relevant,  including the recipient's
functions,  responsibilities,  value of  services  to the  Company  and past and
potential contributions to the Company's profitability and sound growth.

     (d) Interpretation Of Plan. The Executive  Committee shall, in its sole and
absolute  discretion,  interpret  and  determine  the effect of all  matters and
questions relating to this Plan. The  interpretations  and determinations of the
Executive Committee under the Plan (including without limitation  determinations
pertaining to the eligibility of Persons to receive Awards, the form, amount and
timing of Awards,  the methods of payment  for  Awards,  and the other terms and
provisions of Awards and the  certificates or agreements  evidencing  same) need
not be uniform  and may be made by the  Executive  Committee  selectively  among
Persons who receive, or are eligible to receive,  Awards under the Plan, whether
or  not  such  Persons  are  similarly  situated.  All  actions  taken  and  all
interpretations  and  determinations  made  under this Plan in good faith by the
Executive Committee shall be final and binding upon the Recipient,  the Company,
and all other interested  Persons. No member of the Executive Committee shall be
personally  liable for any action taken or decision made in good faith  relating
to this  Plan,  and all  members  of the  Executive  Committee  shall  be  fully
protected and indemnified to the fullest extent  permitted under  applicable law
by the Company in respect to any such action, determination, or interpretation.

     (e)  Compensation;  Advisors.  Members  of the  Executive  Committee  shall
receive such  compensation for their services as members as may be determined by
the Board.  All expenses and  liabilities  incurred by members of the  Executive
Committee in connection  with the  administration  of the Plan shall be borne by
the Company. The Executive Committee may, with the approval of the Board, employ
attorneys, consultants,  accountants,  appraisers, brokers, or other Persons, at
the cost of the Company. The Executive  Committee,  the Company and its officers
and directors shall be entitled to rely upon the advice, opinions, or valuations
of any such Persons.

     4. STOCK POOL.

     (a) Maximum Number of Shares  Authorized Under Plan.  Shares of stock which
may be issued or granted  under the Plan shall be  authorized  and  unissued  or
treasury  shares of Common  Stock.  The  aggregate  maximum  number of shares of
Common  Stock  which may be issued as a grant of Award  Shares  shall not exceed
1,500,000 shares of Common Stock (the "Stock Pool").

     (b)  Date of  Award.  The  date an Award  is  granted  shall  mean the date
selected by the Executive Committee as of which the Executive Committee allots a
specific  number of shares to a Recipient with respect to such Award pursuant to
the Plan.

    5. AWARD SHARES.

     (a) Grant.  The Executive  Committee may from time to time,  and subject to
the  provisions of the Plan and such other terms and conditions as the Executive
Committee  may  prescribe,  grant to any  Eligible  Person one or more shares of
Common Stock ("Award Shares") allotted by the Executive Committee.  The grant of

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Award Shares or grant of the right to receive Award Shares shall be evidenced by
either a written consulting agreement or a separate written agreement confirming
such grant,  executed by the  Company and the  Recipient,  stating the number of
Award Shares granted and stating all terms and conditions of such grant.

     (b) Purchase Price and Manner of Payment. The Executive  Committee,  in its
sole discretion, may grant Award Shares in any of the following instances:

          (i)  as a "bonus" or "reward"  for  services  previously  rendered and
               compensated,  in which  case the  recipient  of the Award  Shares
               shall not be  required  to pay any  consideration  for such Award
               Shares,  and the  value of such  Award  Shares  shall be the Fair
               Market Value of such Award Shares on the date of grant; or

          (ii) as  "compensation"   for  the  previous   performance  or  future
               performance of services or attainment of goals, in which case the
               recipient  of the Award  Shares  shall not be required to pay any
               consideration  for such Award Shares (other than the  performance
               of his  services),  and the value of such Award  Shares  received
               (together  with the value of such services or attainment of goals
               attained  by the  Recipient),  may not be less  than one  hundred
               percent  (100%) of the Fair Market  Value of such Award Shares on
               the date of grant; or

     6. ADJUSTMENTS.

     (a)  Subdivision or Stock  Dividend.  If (i)  outstanding  shares of Common
Stock  shall be  subdivided  into a  greater  number  of  shares  by  reason  of
recapitalization or  reclassification,  the number of shares of Common Stock, if
any,  available  for issuance in the Stock Pool shall,  simultaneously  with the
effectiveness of such  subdivision or immediately  after the record date of such
dividend, be proportionately  increased, and (ii) conversely, if the outstanding
shares of Common Stock shall be combined  into a smaller  number of shares,  the
number of shares of Common  Stock,  if any,  available for issuance in the Stock
Pool  shall,  simultaneously  with the  effectiveness  of such  combination,  be
proportionately increased.

     (b) Adjustments  Determined in Sole Discretion of Board. To the extent that
the foregoing  adjustments  relate to stock or  securities of the Company,  such
adjustments  shall be made by the Board,  whose  determination  in that  respect
shall be final, binding and conclusive.

     (c) No Other  Rights to  Recipient.  Except as  expressly  provided in this
Section 6, (i) the Recipient  shall have no rights by reason of any  subdivision
or  consolidation  of shares of stock of any class or the  payment  of any stock
dividend  or any other  increase or decrease in the number of shares of stock of
any class,  and (ii) the  dissolution,  liquidation,  merger,  consolidation  or
divisive  reorganization or sale of assets or stock to another  corporation,  or
any  issue  by the  Company  of  shares  of stock of any  class,  or  securities
convertible  into  shares  of stock  of any  class,  shall  not  affect,  and no
adjustment  by reason  thereof  shall be made with  respect  to,  the  number of
shares.  The grant of an Award pursuant to this Plan shall not affect in any way
the  right or  power  of the  Company  to make  adjustments,  reclassifications,
reorganizations  or changes of its  capital or business  structure  or to merge,
consolidate,  dissolve or  liquidate,  or to sell or transfer all or any part of
its business or assets.

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7. EMPLOYMENT STATUS.

     In no event  shall the  granting  of an Award be  construed  as  granting a
continued  right of  employment to a Recipient if such Person is employed by the
Company,  nor effect  any right  which the  Company  may have to  terminate  the
employment of such Person,  at any time,  with or without  cause,  except to the
extent that such Person and the Company have agreed otherwise in writing.

     8. AMENDMENT AND DISCONTINUATION OF PLAN; MODIFICATION OF AWARDS.

     (b) Amendment, Modification or Termination of Plan. The Board may amend the
Plan or  suspend  or  discontinue  the  Plan at any  time or from  time-to-time;
provided,  however  no such  action  may  adversely  alter or  impair  any Award
previously  granted  under  this Plan  without  the  consent  of each  Recipient
affected thereby.

     (b) Compliance  with Laws. The Executive  Committee may at any time or from
time-to-time,  without receiving further  consideration  from any Person who may
become entitled to receive or who has received the grant of an Award  hereunder,
modify or amend Awards  granted  under this Plan as required to: (i) comply with
changes in  securities,  tax or other laws or rules,  regulations  or regulatory
interpretations  thereof  applicable  to this  Plan or Awards  thereunder  or to
comply with stock exchange rules or requirements.

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