As filed with the Securities and Exchange Commission on August 22, 2001

                                                Registration No. _______________

--------------------------------------------------------------------------------




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

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

                               MET-PRO CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                          23-1683282
  (State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                          Identification No.)

                               Met-Pro Corporation
                         160 Cassell Road, P.O. Box 144
                        Harleysville, Pennsylvania 19438
                                 (215) 723-6751
   (Address, including Zip Code, of Registrant's Principal Executive Offices)
                         -----------------------------

               MET-PRO CORPORATION YEAR 2001 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)

                         -----------------------------

                                William L. Kacin
                 Chairman, Chief Executive Officer and President
                         160 Cassell Road, P.O. Box 144
                        Harleysville, Pennsylvania 19438
                                 (215) 723-6751
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         -----------------------------

                                   Copies to:

Jeffrey H. Nicholas, Esquire                   Gary J. Morgan, Secretary
Fox, Rothschild, O'Brien & Frankel, LLP        Met-Pro Corporation
997 Lenox Drive                                160 Cassell Road, P.O. Box 144
Lawrenceville, New Jersey  08648               Harleysville, Pennsylvania  19438

<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                                  <C>                 <C>                   <C>                  <C>
----------------------------------------------------------------------------------------------------------------------
                                                          Proposed maximum      Proposed maximum         Amount of
 Title of securities to be             Amount to be      offering price per    aggregate offering    registration fee
 registered                             registered             share                  price                 (1)
----------------------------------------------------------------------------------------------------------------------
     Common Stock,
     $0.10 par value                 350,000 shares(2)        $13.22               4,627,000           $1,156.75
----------------------------------------------------------------------------------------------------------------------

TOTAL REGISTRATION FEE                                                                                 $1,156.75
                                                                                                       ---------------
</Table>
(1)  Estimated in accordance with Rule 457(h) under the Securities Acts of 1933,
     as amended (the "Securities  Act"),  solely for purposes of calculating the
     registration  fee and  based  upon the  average  of the high and low  sales
     prices of the Common  Stock as reported  on the New York Stock  Exchange on
     August 20, 2001.

(2)  There are also  being  registered  an  indeterminate  number of  additional
     shares of Common Stock as may be required by the  anti-dilution  provisions
     of the Year 2001 Equity Incentive Plan.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Information  required by Part I of Form S-8 shall be included in  documents
to be furnished to participants in the Company's Year 2001 Equity Incentive Plan
pursuant to Rule 428(b)(1)(i) of the Securities Act.


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     We hereby incorporate by reference into this registration statement the
following documents and information that we have earlier heretofore filed with
the Securities and Exchange Commission ("SEC"):

     (1)  Our Annual Report on Form 10-K for our year ended January 31, 2001
          filed with the SEC on May 4, 2001;

     (2)  The Definitive Proxy Statement that we filed with the SEC on May 14,
          2001;

     (3)  Our Quarterly Report on Form 10-Q for the quarter ended April 30, 2001
          filed with the SEC on June 5, 2001;

     (4)  The description of the Company's Common Stock contained in our
          Registration Statement on Form 8-A that we filed with the SEC on June
          12, 1998;

     (5)  The description of the Company's Rights to purchase Common Stock
          contained in our Registration Statement on Form 8-A that we filed with
          the SEC on January 7, 2000; and

                                      -2-
<PAGE>
     (6)  All other reports filed by the Company pursuant to Section 13(a) or
          15(d) of the Securities Exchange Act, as amended (the "Exchange Act")
          since the end of the fiscal year covered by the Annual Report referred
          to in (1) above.

     In addition, we hereby incorporate by reference into this registration
statement all documents that we subsequently file with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities registered have been sold or which deregisters all securities
then remaining unsold. Each document that is so incorporated by reference shall
be deemed to be a part of this registration statement from the date of the
filing of such document with the SEC.


Item 4.  Description of Securities.

         Not Applicable


Item 5.  Interest of Named Experts and Counsel.


         Not Applicable


Item 6.  Indemnification of Directors and Officers.


     Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change the directors' duty of care,
it enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the Company has adopted provisions in its Certificate of Incorporation which
eliminate to the fullest extent permissible under Delaware law the personal
liability of its directors to the Company and its stockholders for monetary
damages for breach or alleged breach of their duty of care.

     Section 145 of the Delaware General Corporate Law provides generally that a
corporation shall have the power, and in some cases is required, to indemnify an
agent, including an officer or director, who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation,
against certain expenses, judgments, fines, settlements, and other amounts under
certain circumstances.

     The Company's By-laws provide for indemnification to the full extent
permitted by the Delaware General Corporation Law. These indemnification
provisions may be sufficiently broad to permit indemnification of the Company's
officers and directors for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act of 1933, as amended.


Item 7.  Exemption from Registration Claimed.

      Not applicable.


Item 8. Exhibits.

<TABLE>
<CAPTION>

          Exhibit Number                          Description
----------------------------------  ---------------------------------------------------------------
<S>         <C>                     <C>
             4                      Year 2001 Equity Incentive Plan (1)

             5                      Opinion of Fox, Rothschild, O'Brien & Frankel, LLP

            23.1                    Consent of Margolis & Company, P.C.

            23.2                    Consent of Fox, Rothschild, O'Brien & Frankel, LLP (see Ex. 5)

            24                      Power of attorney (filed with signature pages)

</TABLE>
(1) Incorporated by reference to Exhibit A of the Definitive Proxy Statement
filed with the SEC on May 14, 2001 for our June 20, 2001 Annual Meeting of
Stockholders.


Item 9.  Undertakings.


     A.   We hereby undertake:

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

     B.   We hereby undertakes that, for purposes of determining any liability
          under the Securities Act of 1933, each filing of its annual report
          pursuant to Section 13(a) or Section 15(d) of the Securities Exchange

                                      -4-
<PAGE>

          Act of 1934 (and, where applicable, each filing of an employee benefit
          plan's annual report pursuant to Section 15(d) of the Securities
          Exchange Act of 1934 ) that is incorporated by reference in the
          registration statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering therein.


     C.   Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted for our directors, officers
          and controlling persons pursuant to the foregoing provisions, or
          otherwise, we have 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. In the event that a claim for indemnification against
          such liabilities (other than the payment by us of expenses incurred or
          paid by a director, officer or controlling person of ours 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 in this registration statement, we will,
          unless in the opinion of our counsel the matter has been settled by
          controlling precedent, submit to a court of appropriate jurisdiction
          the question whether such indemnification by us is against public
          policy as expressed in the Securities Act of 1933, and we will be
          governed by the final adjudication of such issue.


                                      -5-
<PAGE>




                                   SIGNATURES
                                   ----------


         According to the requirements of the Securities Act of 1933, Met-Pro
Corporation hereby 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 Town of Harleysville, Commonwealth of Pennsylvania, on
the 22nd day of August, 2001.

                                                   MET-PRO CORPORATION



                             By:  /s/ William L. Kacin
                             ---------------------------------------------------
                             William L. Kacin, Chairman, Chief Executive Officer
                             and President




     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William L. Kacin and Gary J. Morgan, and each of
them individually, his true and lawful attorney-in-fact and agent for him and in
his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
                 Signature                                         Title                                Date
<S>                                         <C>                                                <C>
By: /s/ William L. Kacin                          Chairman, Chief Executive Officer and        August 22, 2001
   ---------------------------------
   William L. Kacin                              President [principal executive officer]

By: /s/ Gary J. Morgan                                  Vice President - Finance,              August 22, 2001
   ---------------------------------           Secretary, Treasurer and Director [principal
   Gary J. Morgan                                  financial and accounting officer]

By: /s/ Nicholas DeBenedictis                                   Director                       August 22, 2001
   ---------------------------------
   Nicholas DeBenedictis
</TABLE>

                                      -6-
<PAGE>

<TABLE>
<CAPTION>
                 Signature                                         Title                                Date
<S>                                         <C>                                                <C>
By: /s/ Alan Lawley                                             Director                       August 22, 2001
   ---------------------------------
   Alan Lawley

By: /s/ Michael J. Morris                                       Director                       August 22, 2001
   ---------------------------------
   Michael J. Morris

By: /s/ Jeffrey H. Nicholas                                     Director                       August 22, 2001
   ---------------------------------
   Jeffrey H. Nicholas
</TABLE>


                                      -7-
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>


        Exhibit Number                                           Description
      ------------------            -----------------------------------------------------------------
<S>          <C>                    <C>
             4                      Year 2001 Equity Incentive Plan (1)
             5                      Opinion and Consent of Fox, Rothschild, O'Brien & Frankel, LLP
            23.1                    Consent of Margolis & Company, P.C.
            23.2                    Consent of Fox, Rothschild, O'Brien & Frankel, LLP (see Ex. 5)
            24                      Power of attorney (filed with signature pages)
</TABLE>

(1) Incorporated by reference to Exhibit A to the Definitive Proxy Statement
filed with the SEC on May 14, 2001 for our June 20, 2001 Annual Meeting of
Stockholders.



                                      -8-
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17516}]
{"company-data": {"conformed-name": "MET PRO CORP", "cik": "0000065201", "assigned-sic": "3564", "irs-number": "231683282", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68220", "film-number": "1721951"}, "business-address": {"street1": "160 CASSELL ROAD", "city": "HARLEYSVILLE", "state": "PA", "zip": "19438", "phone": "2157236751"}, "mail-address": {"street1": "160 CASSELL ROAD", "street2": "BOX 144", "city": "HARLEYSVILLE", "state": "PA", "zip": "19438"}, "former-company": [{"former-conformed-name": "MET PRO INC", "date-changed": "19661026"}, {"former-conformed-name": "MET PRO WATER TREATMENT CORP", "date-changed": "19740924"}]}
As filed with the Securities and Exchange Commission on August 22, 2001

                                                Registration No. _______________

--------------------------------------------------------------------------------

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

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

                               MET-PRO CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                          23-1683282
  (State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                          Identification No.)

                               Met-Pro Corporation
                         160 Cassell Road, P.O. Box 144
                        Harleysville, Pennsylvania 19438
                                 (215) 723-6751
   (Address, including Zip Code, of Registrant's Principal Executive Offices)
                         -----------------------------

               MET-PRO CORPORATION YEAR 2001 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)

                         -----------------------------

                                William L. Kacin
                 Chairman, Chief Executive Officer and President
                         160 Cassell Road, P.O. Box 144
                        Harleysville, Pennsylvania 19438
                                 (215) 723-6751
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         -----------------------------

                                   Copies to:

Jeffrey H. Nicholas, Esquire                   Gary J. Morgan, Secretary
Fox, Rothschild, O'Brien & Frankel, LLP        Met-Pro Corporation
997 Lenox Drive                                160 Cassell Road, P.O. Box 144
Lawrenceville, New Jersey  08648               Harleysville, Pennsylvania  19438
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                          Proposed maximum      Proposed maximum         Amount of
 Title of securities to be             Amount to be      offering price per    aggregate offering    registration fee
 registered                             registered             share                  price                 (1)
----------------------------------------------------------------------------------------------------------------------
     Common Stock,
     $0.10 par value                 350,000 shares(2)        $13.22               4,627,000           $1,156.75
----------------------------------------------------------------------------------------------------------------------

TOTAL REGISTRATION FEE                                                                                 $1,156.75
                                                                                                       ---------------
(1)  Estimated in accordance with Rule 457(h) under the Securities Acts of 1933,
     as amended (the "Securities  Act"),  solely for purposes of calculating the
     registration  fee and  based  upon the  average  of the high and low  sales
     prices of the Common  Stock as reported  on the New York Stock  Exchange on
     August 20, 2001.

(2)  There are also  being  registered  an  indeterminate  number of  additional
     shares of Common Stock as may be required by the  anti-dilution  provisions
     of the Year 2001 Equity Incentive Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Information  required by Part I of Form S-8 shall be included in  documents
to be furnished to participants in the Company's Year 2001 Equity Incentive Plan
pursuant to Rule 428(b)(1)(i) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     We hereby incorporate by reference into this registration statement the
following documents and information that we have earlier heretofore filed with
the Securities and Exchange Commission ("SEC"):

     (1)  Our Annual Report on Form 10-K for our year ended January 31, 2001
          filed with the SEC on May 4, 2001;

     (2)  The Definitive Proxy Statement that we filed with the SEC on May 14,
          2001;

     (3)  Our Quarterly Report on Form 10-Q for the quarter ended April 30, 2001
          filed with the SEC on June 5, 2001;

     (4)  The description of the Company's Common Stock contained in our
          Registration Statement on Form 8-A that we filed with the SEC on June
          12, 1998;

     (5)  The description of the Company's Rights to purchase Common Stock
          contained in our Registration Statement on Form 8-A that we filed with
          the SEC on January 7, 2000; and

                                      -2-
(6)  All other reports filed by the Company pursuant to Section 13(a) or
          15(d) of the Securities Exchange Act, as amended (the "Exchange Act")
          since the end of the fiscal year covered by the Annual Report referred
          to in (1) above.

     In addition, we hereby incorporate by reference into this registration
statement all documents that we subsequently file with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities registered have been sold or which deregisters all securities
then remaining unsold. Each document that is so incorporated by reference shall
be deemed to be a part of this registration statement from the date of the
filing of such document with the SEC.

Item 4.  Description of Securities.

         Not Applicable

Item 5.  Interest of Named Experts and Counsel.

         Not Applicable

Item 6.  Indemnification of Directors and Officers.

     Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change the directors' duty of care,
it enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the Company has adopted provisions in its Certificate of Incorporation which
eliminate to the fullest extent permissible under Delaware law the personal
liability of its directors to the Company and its stockholders for monetary
damages for breach or alleged breach of their duty of care.

     Section 145 of the Delaware General Corporate Law provides generally that a
corporation shall have the power, and in some cases is required, to indemnify an
agent, including an officer or director, who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation,
against certain expenses, judgments, fines, settlements, and other amounts under
certain circumstances.

     The Company's By-laws provide for indemnification to the full extent
permitted by the Delaware General Corporation Law. These indemnification
provisions may be sufficiently broad to permit indemnification of the Company's
officers and directors for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act of 1933, as amended.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits.
Exhibit Number                          Description
----------------------------------  ---------------------------------------------------------------
4                      Year 2001 Equity Incentive Plan (1)

             5                      Opinion of Fox, Rothschild, O'Brien & Frankel, LLP

            23.1                    Consent of Margolis & Company, P.C.

            23.2                    Consent of Fox, Rothschild, O'Brien & Frankel, LLP (see Ex. 5)

            24                      Power of attorney (filed with signature pages)
(1) Incorporated by reference to Exhibit A of the Definitive Proxy Statement
filed with the SEC on May 14, 2001 for our June 20, 2001 Annual Meeting of
Stockholders.

Item 9.  Undertakings.

     A.   We hereby undertake:

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

     B.   We hereby undertakes that, for purposes of determining any liability
          under the Securities Act of 1933, each filing of its annual report
          pursuant to Section 13(a) or Section 15(d) of the Securities Exchange

                                      -4-
Act of 1934 (and, where applicable, each filing of an employee benefit
          plan's annual report pursuant to Section 15(d) of the Securities
          Exchange Act of 1934 ) that is incorporated by reference in the
          registration statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering therein.

     C.   Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted for our directors, officers
          and controlling persons pursuant to the foregoing provisions, or
          otherwise, we have 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. In the event that a claim for indemnification against
          such liabilities (other than the payment by us of expenses incurred or
          paid by a director, officer or controlling person of ours 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 in this registration statement, we will,
          unless in the opinion of our counsel the matter has been settled by
          controlling precedent, submit to a court of appropriate jurisdiction
          the question whether such indemnification by us is against public
          policy as expressed in the Securities Act of 1933, and we will be
          governed by the final adjudication of such issue.

                                      -5-
SIGNATURES
                                   ----------

         According to the requirements of the Securities Act of 1933, Met-Pro
Corporation hereby 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 Town of Harleysville, Commonwealth of Pennsylvania, on
the 22nd day of August, 2001.

                                                   MET-PRO CORPORATION

                             By:  /s/ William L. Kacin
                             ---------------------------------------------------
                             William L. Kacin, Chairman, Chief Executive Officer
                             and President

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William L. Kacin and Gary J. Morgan, and each of
them individually, his true and lawful attorney-in-fact and agent for him and in
his name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                         Title                                Date
By: /s/ William L. Kacin                          Chairman, Chief Executive Officer and        August 22, 2001
   ---------------------------------
   William L. Kacin                              President [principal executive officer]

By: /s/ Gary J. Morgan                                  Vice President - Finance,              August 22, 2001
   ---------------------------------           Secretary, Treasurer and Director [principal
   Gary J. Morgan                                  financial and accounting officer]

By: /s/ Nicholas DeBenedictis                                   Director                       August 22, 2001
   ---------------------------------
   Nicholas DeBenedictis
-6-
Signature                                         Title                                Date
By: /s/ Alan Lawley                                             Director                       August 22, 2001
   ---------------------------------
   Alan Lawley

By: /s/ Michael J. Morris                                       Director                       August 22, 2001
   ---------------------------------
   Michael J. Morris

By: /s/ Jeffrey H. Nicholas                                     Director                       August 22, 2001
   ---------------------------------
   Jeffrey H. Nicholas
-7-
EXHIBIT INDEX
Exhibit Number                                           Description
      ------------------            -----------------------------------------------------------------
4                      Year 2001 Equity Incentive Plan (1)
             5                      Opinion and Consent of Fox, Rothschild, O'Brien & Frankel, LLP
            23.1                    Consent of Margolis & Company, P.C.
            23.2                    Consent of Fox, Rothschild, O'Brien & Frankel, LLP (see Ex. 5)
            24                      Power of attorney (filed with signature pages)
(1) Incorporated by reference to Exhibit A to the Definitive Proxy Statement
filed with the SEC on May 14, 2001 for our June 20, 2001 Annual Meeting of
Stockholders.

                                      -8-