As filed with the Securities and Exchange Commission on January 13, 2000
                         Registration No. 333-__________
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          Marketing Services Group, Inc.
                          ------------------------------
              (Exact Name of Registrant as Specified in its Charter)



                Nevada                                88-0085608
                ------                                ----------
       (State of Incorporation)          (I.R.S. Employer Identification No.)

          333 Seventh Avenue
             New York, NY                               10001
             ------------                               -----
    (Address of Principal Executive                   (Zip Code)
               Offices)


                             ----------------------
                        Warrants to Purchase Common Stock
                            (Full Title of the Plan)
                             ----------------------

                                J. Jeremy Barbera
                             Chief Executive Officer
                         Marketing Services Group, Inc.
            333 Seventh Avenue, 20th Floor, New York, New York 10001
                     (Name and Address of Agent for Service)
                             ----------------------

                                 (917) 339-7100
          (Telephone Number, Including Area Code, of Agent for Service)
                             ----------------------


                  Please send copies of all communications to:
                               Alan I. Annex, Esq.
                           Camhy Karlinsky & Stein LLP
                  1740 Broadway, New York, New York 10019-4315
                                 (212) 977-6600
                             ----------------------


                        CALCULATION OF REGISTRATION FEE
================================================================================
                                                      Proposed
    Title of                          Proposed         Maximum       Amount of
   Securities       Amount to be      Maximum         Aggregate     Registration
to be Registered     Registered    Offering Price     Offering          Fee
                                   Per Share (1)      Price (1)
________________________________________________________________________________

  Common Stock,
 $.01 par value    75,000 shares       $2.50          $187,500          $49.50
________________________________________________________________________________

  Common Stock,
 $.01 par value    45,000 shares       $3.00          $135,000          $34.70
________________________________________________________________________________

  Common Stock,
 $.01 par value    30,000 shares       $3.50          $105,000          $27.75
________________________________________________________________________________

    TOTAL         150,000 shares                      $427,500         $111.95
================================================================================

(1) Issuable upon the exercise of warrants purchased by certain directors and
consultants.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to Rule  428(b)(1)  under the  Securities  Act of 1933, as amended (the
"Securities Act"), the documents containing the information  specified in Part I
of Form S-8 will be sent to Seymour Jones,  regarding the shares of common stock
issuable  upon  exercise of warrants  to  purchase  25,000  shares of our common
stock,  dated August 15, 1996,  Elaine  Panish,  regarding  the shares of Common
Stock issuable upon exercise of warrants to purchase 25,000 shares of our common
stock, dated August 15, 1996, to C. Anthony Wainwright,  regarding the shares of
Common Stock issuable upon exercise of warrants to purchase 50,000 shares of our
common stock, dated as of August 15, 1996 and to S. James Coppersmith  regarding
the shares of our common stock  issuable  upon  exercise of warrants to purchase
50,000 shares of our common stock, dated September 26, 1996. These documents and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II  hereof,  taken  together,  constitute  the  Section  10(a)
Prospectus.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

      We  incorporate  by reference  the  documents  listed below and all future
filings we will make with the SEC under Sections  13(a),  13(c),  14 or 15(d) of
the Exchange Act:


     (1)  Annual Report on Form 10-K, as amended, for the fiscal year ended June
          30, 1999.


     (2)  Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
          1999.

     (3)  Current  Reports on Form 8-K, May 13, 1999, as amended,  dated July 8,
          1999; August 30, 1999; December 20, 1999.


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

Common Stock

     Each  holder  of our  common  stock  is  entitled  to  one  vote  for  each
outstanding  share  owned  by him on  every  matter  properly  submitted  to the
stockholders  for  their  vote.  The  shares  of our  common  stock  do not have
cumulative voting rights in the election of directors. Stockholders are entitled
to any dividends declared by the board of directors out of any legally available
funds and are  entitled to receive on a pro rata basis all our assets  available
for   distribution  to  the  stockholders  in  the  event  of  our  liquidation,
dissolution  or the  winding up of our  business.  Stockholders  do not have any
preemptive right to become subscribers or purchasers of additional shares of any
class of our capital stock in any subsequent offering.

Preferred Stock

     The  preferred  stock may be issued in  series  having  such  designations,
powers, preferences,  rights and limitations on such terms and conditions as the
board of directors may from time to time  determine,  including  the rights,  if
any, of the holders of such preferred  stock with respect to voting,  dividends,
redemption, liquidation and conversion.


Item 5.     Interests of Named Experts and Counsel.
            ---------------------------------------
            Not Applicable


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

     Our certificate of  incorporation  and bylaws provide that we indemnify all
of our  directors  and  officers to the fullest  extent  permitted by the Nevada
General  Corporation Law. Under our certificate of incorporation and bylaws, any
director or officer,  who in his  capacity as such is made or  threatened  to be
made,  party to any suit or  proceeding,  shall be  indemnified.  A director  or
officer will be  indemnified  if it is  determined  that the director or officer
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed  to our best  interests.  Insofar  as  indemnification  for  liabilities
arising under the  Securities  Act may be permitted to  directors,  officers and
persons  controlling us pursuant to the foregoing  provision,  or otherwise,  we
have been advised that in the opinion of the SEC such indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.

     We maintain a directors' and officers'  liability insurance policy covering
certain  liabilities that may be incurred by directors and officer in connection
with  the  performance  of  their  duties.  We pay the  entire  premium  for the
liability insurance.
<PAGE>


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

            Not applicable.


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

     The  following  is a  complete  list of  exhibits  filed  as a part of this
registration statement:

         Exhibit No.     Document
         -----------     --------
            5.1          Opinion and Consent of McDonald  Carano  Wilson  McCune
                         Bergin Frankovich & Hicks LLP.

           23.1          Consent of PricewaterhouseCoopers LLP.

           23.2          Consent  of  McDonald   Carano   Wilson  McCune  Bergin
                         Frankovich & Hicks LLP (included in Exhibit 5.1).

           24            Power of Attorney  (included on signature  page of this
                         registration statement).

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

          (a)  The undersigned company hereby undertakes:

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

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represents a fundamental  change in the information set
                         forth in the registration statement;

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  registration  statement or any material  change to
                         such information in the registration statement.

               Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed by MSGI  pursuant to Section 13 or Section 15(d) of the
          Exchange Act that are  incorporated by reference in this  registration
          statement.

               (2)  That for the purpose of determining  any liability under the
                    Securities Act, each such post-effective  amendment shall be
                    deemed to be a new  registration  statement  relating to the
                    securities  offered  therein,   and  the  offering  of  such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

          (b) The undersigned  company hereby  undertakes  that, for purposes of
     determining  any liability  under the Securities Act, each filing of MSGI's
     annual  report  pursuant to Section  13(a) or Section 15(d) of the Exchange
     Act that is incorporated by reference in this 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 may be  permitted  to  directors,  officers or  controlling
     persons of the company pursuant to any arrangement, provision or otherwise,
     MSGI has been advised  that in the opinion of the SEC such  indemnification
     is  against  public  policy  as  expressed  in the  Securities  Act and is,
     therefore,  unenforceable.  In the event  that a claim for  indemnification
     against  such  liabilities  (other  than the  payment  by MSGI of  expenses
     incurred or paid by a director,  officer or controlling  person of the MSGI
     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,  MSGI  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 Securities Act and will
     be governed by the final adjudication of such issue.


<PAGE>
                                  SIGNATURES

     Pursuant to the  requirements of the Securities Act, MSGI certifies that it
has  reasonable  grounds to believe  that it meets all of the  requirements  for
filing  a  registration   statement  on  Form  S-8  and  has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York,  State of New York,  on January  13,
2000.

                              MARKETING SERVICES GROUP, INC.


                              By: /s/ J. Jeremy Barbera
                                  ---------------------
                                  J. Jeremy Barbera, Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below under the heading  "Signature"  constitutes and appoints J. Jeremy Barbera
as 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 or all  amendments  to this
registration  statement  on Form  S-8,  and to file the same  with all  exhibits
thereto,  and other documents in connection  therewith,  with the SEC,  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  for all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

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



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

/s/ J. Jeremy Barbera         Chief Executive Officer and    January 13, 2000
---------------------                  Director
J. Jeremy Barbera

/s/ Alan I. Annex                      Director              January 13, 2000
-----------------
Alan I. Annex

/s/ S. James Coppersmith               Director              January 13, 2000
------------------------
S. James Coppersmith


/s/ John T. Gerlach                    Director              January 13, 2000
-------------------
John T. Gerlach

/s/ Seymour Jones                      Director              January 13, 2000
-----------------
Seymour Jones


/s/ Edward E. Mullen                   Director              January 13, 2000
--------------------
Edward E. Mullen


/s/ Michael E. Pralle                  Director              January 13, 2000
---------------------
Michael E. Pralle


/s/ C. Anthony Wainwright              Director              January 13, 2000
-------------------------
C. Anthony Wainwright


/s/ Cindy H. Hill                Chief Financial Officer     January 13, 2000
-----------------               And Principle Accounting
Cindy H. Hill                          Officer
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16368}]
{"company-data": {"conformed-name": "MARKETING SERVICES GROUP INC", "cik": "0000014280", "assigned-sic": "7389", "irs-number": "880085608", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94603", "film-number": "506763"}, "business-address": {"street1": "333 SEVENTH AVENUE", "street2": "20TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10001", "phone": "2125947688"}, "mail-address": {"street1": "333 SEVENTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10001"}, "former-company": [{"former-conformed-name": "ALL-COMM MEDIA CORP", "date-changed": "19950823"}, {"former-conformed-name": "SPORTS TECH INC", "date-changed": "19920703"}, {"former-conformed-name": "BRISTOL HOLDINGS INC", "date-changed": "19920518"}]}
As filed with the Securities and Exchange Commission on January 13, 2000
                         Registration No. 333-__________
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          Marketing Services Group, Inc.
                          ------------------------------
              (Exact Name of Registrant as Specified in its Charter)

                Nevada                                88-0085608
                ------                                ----------
       (State of Incorporation)          (I.R.S. Employer Identification No.)

          333 Seventh Avenue
             New York, NY                               10001
             ------------                               -----
    (Address of Principal Executive                   (Zip Code)
               Offices)

                             ----------------------
                        Warrants to Purchase Common Stock
                            (Full Title of the Plan)
                             ----------------------

                                J. Jeremy Barbera
                             Chief Executive Officer
                         Marketing Services Group, Inc.
            333 Seventh Avenue, 20th Floor, New York, New York 10001
                     (Name and Address of Agent for Service)
                             ----------------------

                                 (917) 339-7100
          (Telephone Number, Including Area Code, of Agent for Service)
                             ----------------------

                  Please send copies of all communications to:
                               Alan I. Annex, Esq.
                           Camhy Karlinsky & Stein LLP
                  1740 Broadway, New York, New York 10019-4315
                                 (212) 977-6600
                             ----------------------

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                                      Proposed
    Title of                          Proposed         Maximum       Amount of
   Securities       Amount to be      Maximum         Aggregate     Registration
to be Registered     Registered    Offering Price     Offering          Fee
                                   Per Share (1)      Price (1)
________________________________________________________________________________

  Common Stock,
 $.01 par value    75,000 shares       $2.50          $187,500          $49.50
________________________________________________________________________________

  Common Stock,
 $.01 par value    45,000 shares       $3.00          $135,000          $34.70
________________________________________________________________________________

  Common Stock,
 $.01 par value    30,000 shares       $3.50          $105,000          $27.75
________________________________________________________________________________

    TOTAL         150,000 shares                      $427,500         $111.95
================================================================================

(1) Issuable upon the exercise of warrants purchased by certain directors and
consultants.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to Rule  428(b)(1)  under the  Securities  Act of 1933, as amended (the
"Securities Act"), the documents containing the information  specified in Part I
of Form S-8 will be sent to Seymour Jones,  regarding the shares of common stock
issuable  upon  exercise of warrants  to  purchase  25,000  shares of our common
stock,  dated August 15, 1996,  Elaine  Panish,  regarding  the shares of Common
Stock issuable upon exercise of warrants to purchase 25,000 shares of our common
stock, dated August 15, 1996, to C. Anthony Wainwright,  regarding the shares of
Common Stock issuable upon exercise of warrants to purchase 50,000 shares of our
common stock, dated as of August 15, 1996 and to S. James Coppersmith  regarding
the shares of our common stock  issuable  upon  exercise of warrants to purchase
50,000 shares of our common stock, dated September 26, 1996. These documents and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II  hereof,  taken  together,  constitute  the  Section  10(a)
Prospectus.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

      We  incorporate  by reference  the  documents  listed below and all future
filings we will make with the SEC under Sections  13(a),  13(c),  14 or 15(d) of
the Exchange Act:

     (1)  Annual Report on Form 10-K, as amended, for the fiscal year ended June
          30, 1999.

     (2)  Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
          1999.

     (3)  Current  Reports on Form 8-K, May 13, 1999, as amended,  dated July 8,
          1999; August 30, 1999; December 20, 1999.

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

Common Stock

     Each  holder  of our  common  stock  is  entitled  to  one  vote  for  each
outstanding  share  owned  by him on  every  matter  properly  submitted  to the
stockholders  for  their  vote.  The  shares  of our  common  stock  do not have
cumulative voting rights in the election of directors. Stockholders are entitled
to any dividends declared by the board of directors out of any legally available
funds and are  entitled to receive on a pro rata basis all our assets  available
for   distribution  to  the  stockholders  in  the  event  of  our  liquidation,
dissolution  or the  winding up of our  business.  Stockholders  do not have any
preemptive right to become subscribers or purchasers of additional shares of any
class of our capital stock in any subsequent offering.

Preferred Stock

     The  preferred  stock may be issued in  series  having  such  designations,
powers, preferences,  rights and limitations on such terms and conditions as the
board of directors may from time to time  determine,  including  the rights,  if
any, of the holders of such preferred  stock with respect to voting,  dividends,
redemption, liquidation and conversion.

Item 5.     Interests of Named Experts and Counsel.
            ---------------------------------------
            Not Applicable

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

     Our certificate of  incorporation  and bylaws provide that we indemnify all
of our  directors  and  officers to the fullest  extent  permitted by the Nevada
General  Corporation Law. Under our certificate of incorporation and bylaws, any
director or officer,  who in his  capacity as such is made or  threatened  to be
made,  party to any suit or  proceeding,  shall be  indemnified.  A director  or
officer will be  indemnified  if it is  determined  that the director or officer
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed  to our best  interests.  Insofar  as  indemnification  for  liabilities
arising under the  Securities  Act may be permitted to  directors,  officers and
persons  controlling us pursuant to the foregoing  provision,  or otherwise,  we
have been advised that in the opinion of the SEC such indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.

     We maintain a directors' and officers'  liability insurance policy covering
certain  liabilities that may be incurred by directors and officer in connection
with  the  performance  of  their  duties.  We pay the  entire  premium  for the
liability insurance.
Item 7.     Exemption from Registration Claimed.
            ------------------------------------

            Not applicable.

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

     The  following  is a  complete  list of  exhibits  filed  as a part of this
registration statement:

         Exhibit No.     Document
         -----------     --------
            5.1          Opinion and Consent of McDonald  Carano  Wilson  McCune
                         Bergin Frankovich & Hicks LLP.

           23.1          Consent of PricewaterhouseCoopers LLP.

           23.2          Consent  of  McDonald   Carano   Wilson  McCune  Bergin
                         Frankovich & Hicks LLP (included in Exhibit 5.1).

           24            Power of Attorney  (included on signature  page of this
                         registration statement).

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

          (a)  The undersigned company hereby undertakes:

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

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represents a fundamental  change in the information set
                         forth in the registration statement;

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  registration  statement or any material  change to
                         such information in the registration statement.

               Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed by MSGI  pursuant to Section 13 or Section 15(d) of the
          Exchange Act that are  incorporated by reference in this  registration
          statement.

               (2)  That for the purpose of determining  any liability under the
                    Securities Act, each such post-effective  amendment shall be
                    deemed to be a new  registration  statement  relating to the
                    securities  offered  therein,   and  the  offering  of  such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

          (b) The undersigned  company hereby  undertakes  that, for purposes of
     determining  any liability  under the Securities Act, each filing of MSGI's
     annual  report  pursuant to Section  13(a) or Section 15(d) of the Exchange
     Act that is incorporated by reference in this 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 may be  permitted  to  directors,  officers or  controlling
     persons of the company pursuant to any arrangement, provision or otherwise,
     MSGI has been advised  that in the opinion of the SEC such  indemnification
     is  against  public  policy  as  expressed  in the  Securities  Act and is,
     therefore,  unenforceable.  In the event  that a claim for  indemnification
     against  such  liabilities  (other  than the  payment  by MSGI of  expenses
     incurred or paid by a director,  officer or controlling  person of the MSGI
     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,  MSGI  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 Securities Act and will
     be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act, MSGI certifies that it
has  reasonable  grounds to believe  that it meets all of the  requirements  for
filing  a  registration   statement  on  Form  S-8  and  has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York,  State of New York,  on January  13,
2000.

                              MARKETING SERVICES GROUP, INC.

                              By: /s/ J. Jeremy Barbera
                                  ---------------------
                                  J. Jeremy Barbera, Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below under the heading  "Signature"  constitutes and appoints J. Jeremy Barbera
as 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 or all  amendments  to this
registration  statement  on Form  S-8,  and to file the same  with all  exhibits
thereto,  and other documents in connection  therewith,  with the SEC,  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  for all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

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

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

/s/ J. Jeremy Barbera         Chief Executive Officer and    January 13, 2000
---------------------                  Director
J. Jeremy Barbera

/s/ Alan I. Annex                      Director              January 13, 2000
-----------------
Alan I. Annex

/s/ S. James Coppersmith               Director              January 13, 2000
------------------------
S. James Coppersmith

/s/ John T. Gerlach                    Director              January 13, 2000
-------------------
John T. Gerlach

/s/ Seymour Jones                      Director              January 13, 2000
-----------------
Seymour Jones

/s/ Edward E. Mullen                   Director              January 13, 2000
--------------------
Edward E. Mullen

/s/ Michael E. Pralle                  Director              January 13, 2000
---------------------
Michael E. Pralle

/s/ C. Anthony Wainwright              Director              January 13, 2000
-------------------------
C. Anthony Wainwright

/s/ Cindy H. Hill                Chief Financial Officer     January 13, 2000
-----------------               And Principle Accounting
Cindy H. Hill                          Officer