As filed with the Securities and Exchange Commission on May 15, 1998
                                               Registration No. 333-
                                                                    --------

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

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

                               Coffee People, Inc.
          ------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Oregon                                      93-1073218
---------------------------------             ---------------------------------
(State or other  jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)  

 15100 SW Koll Parkway, Suite J
      Beaverton, Oregon                                  97006-6026
---------------------------------             --------------------------------- 
(Address of principal executive officers)                (Zip Code)

                            1998 Stock Incentive Plan
                           ---------------------------
                            (Full title of the plans)

                                Kenneth B. Ross
                            Chief Financial Officer
                              Coffee People, Inc.
                          15100 SW Koll Parkway, Suite J
                               Beaverton, Oregon
                                (503) 672-9603
     --------------------------------------------------------------------
          (Name, address and telephone number of agent for service)
       
                               Copies to:

                              Ronald L. Greenman
                                Tonkon Torp LLP
                              1600 Pioneer Tower
                             888 S.W. Fifth Avenue
                            Portland, Oregon 97204
                                (503) 802-2006

                         CALCULATION OF REGISTRATION FEE

                                  Proposed       Proposed 
Title of                           maximum        maximum                     
securities                        offering       aggregate     Amount of
to be          Amount to be       price per      offering      registration
registered     registered (1)     share (2)      price(2)      fee (2)
------------   --------------   ------------   ------------   -------------
Common 
Stock,
without          400,000 
par value        shares            $3.4375      $1,375,000      $405.63


(1) This filing registers  400,000 shares of the Company's Common Stock reserved
for issuance  under the  Company's  1998 Stock  Incentive  Plan.  There are also
registered an undetermined  number of additional shares of Common Stock that may
become  available for purchase in accordance  with the provisions of the Plan in
the event of a change in the  outstanding  shares of Common  Stock,  including a
recapitalization.

(2) Based upon the estimated  proposed  maximum  offering  price for the 400,000
shares  reserved for issuance  under the 1998 Stock  Incentive  Plan,  estimated
solely for purposes of calculating the registration  fee, based upon the average
of the high and low prices of the Common Stock on May 12,  1998,  as reported by
The Nasdaq Stock Market($3.4375 per share).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                      II-1
<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The  following  documents  filed by  Coffee  People,  Inc.,  an  Oregon
corporation  (the  "Company"),  with the Securities and Exchange  Commission are
incorporated by reference in this registration statement:

         (a)  The Company's annual report on Form 10-KSB for the year ended 
         December 31, 1997;

         (b)  The Company's Registration Statement on Form S-4, as amended, 
         effective April 27, 1998 (Registration No. 333-50905);

         (c)  The description of the Company's common stock, no par value 
         (the "Common Stock"), set forth in the Company's Registration Statement
         on Form SB-2, as declared effective on September 25, 1996 
         (Registration No. 333-5376-LA); and

         (d)  The  Company's  quarterly  report on Form  10-QSB  for the
         quarter ended March 31, 1998.

         All  documents  filed by the Company  subsequent  to those listed above
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  (the  "Exchange   Act"),   prior  to  the  filing  of  a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.


Item 4.  Description of Securities.

         Not applicable.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


Item 6.  Indemnification of Directors and Officers.

         The  Oregon  Business   Corporation  Act  (the  "Act")  authorizes  the
indemnification of an officer or director made party to a proceeding because the
officer  or  director  is or  was  an  officer  or  director  against  liability
(including  amounts paid in  settlement)  incurred in the proceeding and against
expenses with respect to the  proceeding  (including  attorney fees) if: (a) the
conduct  of the  officer  or  director  was in good  faith,  (b) the  officer or

                                      II-2
<PAGE>

director  reasonably  believed that his conduct was in the best interests of the
corporation or at least not opposed to its best interests and (c) in the case of
a criminal  proceeding,  the  officer or  director  had no  reasonable  cause to
believe his conduct was unlawful;  provided,  however, neither a director nor an
                                   --------   -------
officer may be  indemnified  in  connection  with (i) a proceeding  by or in the
right of the corporation in which the director or officer was adjudged liable or
(ii) any other proceeding  charging improper personal benefit to the director or
officer in which the director or officer was  adjudged  liable on the basis that
personal  benefit  was  improperly  received by the  director  or  officer.  The
Company's  Restated  Articles of Incorporation  (the  "Articles")  allow and the
Company's Bylaws require the Company to indemnify  officers and directors to the
fullest extent permissible by law.

         The Act  further  provides  that the  articles  of  incorporation  of a
corporation  may  provide  that no  director  shall be  personally  liable  to a
corporation or its  stockholders for monetary damages for conduct as a director,
except that such  provision  does not  eliminate the liability of a director (a)
for any  breach of the  director's  duty of loyalty  to the  corporation  or its
stockholders,  (b) for acts or  omissions  not in good  faith  or which  involve
intentional  misconduct or a knowing  violation of the law, (c) for any unlawful
distribution as defined under the Act or (d) for any transaction  from which the
director derived an improper personal benefit. The Company's Articles and Bylaws
provide that, to the fullest  extent  permissible  by law, no director  shall be
personally liable to the Company or its stockholders for monetary damages.

         In  addition to the  indemnification  and  exculpation  provided by the
company's  Articles  and Bylaws,  the Company may enter into an  indemnification
agreement with each of its officers and directors  providing  indemnification to
the fullest extent permitted by law.

         The  effect of these  provisions  is to  indemnify  the  directors  and
officers of the Company against all costs and expenses of liability  incurred by
them in  connection  with any  action,  suit or  proceeding  in  which  they are
involved by reason of their affiliation with the Company,  to the fullest extent
permitted by law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

         The  exhibits  listed in the Index to Exhibits,  which  appears on page
II-7 herein, are filed as part of this registration statement.

                                      II-3
<PAGE>

Item 9.  Undertakings.

     A.  The undersigned registrant hereby undertakes:

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

               (i) To include any prospectus required by section 10(a)(3) of the
               Securities Act of 1933, as amended (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,  represent  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 the  registrant  pursuant  to Section  13 or  Section  15(d) of the
          Exchange Act that are  incorporated  by reference in the  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  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is

                                      II-4
<PAGE>

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 may be  permitted to  directors,  officers  and  controlling  persons of the
registrant  pursuant  to the  above-referenced  provisions,  or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  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 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  Securities  Act and will be  governed by the final
adjudication of such issue.


                                 SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, 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 Beaverton, Oregon, on May 14, 1998.

                                      COFFEE PEOPLE, INC.



                                      By:  /s/ Kenneth B. Ross
                                         ------------------------
                                        Kenneth B. Ross
                                        Chief Financial Officer


                                POWER OF ATTORNEY

          KNOW  ALL MEN BY THESE  PRESENTS  that  each  person  whose  signature
appears  below  hereby  constitutes  and  appoints  Kenneth B. Ross his true and
lawful  attorney-in-fact  and agent,  with full power of substitution for him in
any and all  capacities,  to sign  any  and  all  amendments  or  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 each such attorney and agent

                                      II-5
<PAGE>

full  power  and  authority  to do any and all  acts  and  things  necessary  or
advisable in connection with such matters,  and hereby  ratifying and confirming
all that the attorney 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
date(s) indicated:

Principal Executive Officer:                         Date:


/s/ Taylor H. Devine                                   May 14, 1998         
-----------------------------                        
Taylor H. Devine
President, Chief Executive
  Officer and Director

Principal Financial Officer:


/s/ Kenneth B. Ross                                     May 14, 1998
-----------------------------                       
Kenneth B. Ross
Chief Financial Officer
  and Secretary

Directors:



-----------------------------                        ------------ ----, 1998
James L. Roberts
Chairman of the Board of
  Directors

/s/ Gary G. Talboy                                      May 15, 1998
-----------------------------                        
Gary G. Talboy

/s/ Doug L. Ayer                                        May 14, 1998
-----------------------------                        
Doug L. Ayer

/s/ Jeffery M. Ferguson                                 May 14, 1998
-----------------------------                        
Jeffery M. Ferguson

                                      II-6

<PAGE>




                             INDEX TO EXHIBITS

Exhibit Number                   Exhibit                                  Page
--------------                   -------                                  ----

4.1       Restated Articles of Incorporation(1)

4.2       Bylaws, as amended (2)

5         Opinion of Tonkon Torp LLP                                       II-8

23.1      Consent of Arthur Andersen LLP, Independent Accountants          II-9

23.2      Consent of Tonkon Torp LLP (included in Exhibit 5)

24.1      Power of Attorney (See Pages II-5 and II-6)

99.1      1998 Stock Incentive Plan (2)


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

(1) Incorporated by reference from the Company's  Registration Statement on Form
SB-2, as declared effective September 25, 1996 (Registration No. 333-5376-LA).

(2) Incorporated by reference from the Company's  Registration Statement on Form
S-4, as declared effective on April 27, 1998 (Registration No. 333-50905).

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16832}]
{"company-data": {"conformed-name": "COFFEE PEOPLE INC", "cik": "0000925908", "assigned-sic": "5810", "irs-number": "931073218", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52887", "film-number": "98626640"}, "business-address": {"street1": "15100 SW KOLL PARKWAY", "street2": "SUITE J", "city": "BEAVERTON", "state": "OR", "zip": "97006-6026", "phone": "5036729603"}, "mail-address": {"street1": "15100 WE KOLL PARKWAY", "street2": "SUITE J", "city": "BEAVERTON", "state": "OR", "zip": "97006-6026"}}
As filed with the Securities and Exchange Commission on May 15, 1998
                                               Registration No. 333-
                                                                    --------

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

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

                               Coffee People, Inc.
          ------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Oregon                                      93-1073218
---------------------------------             ---------------------------------
(State or other  jurisdiction of              (IRS Employer Identification No.)
 incorporation or organization)  

 15100 SW Koll Parkway, Suite J
      Beaverton, Oregon                                  97006-6026
---------------------------------             --------------------------------- 
(Address of principal executive officers)                (Zip Code)

                            1998 Stock Incentive Plan
                           ---------------------------
                            (Full title of the plans)

                                Kenneth B. Ross
                            Chief Financial Officer
                              Coffee People, Inc.
                          15100 SW Koll Parkway, Suite J
                               Beaverton, Oregon
                                (503) 672-9603
     --------------------------------------------------------------------
          (Name, address and telephone number of agent for service)
       
                               Copies to:

                              Ronald L. Greenman
                                Tonkon Torp LLP
                              1600 Pioneer Tower
                             888 S.W. Fifth Avenue
                            Portland, Oregon 97204
                                (503) 802-2006

                         CALCULATION OF REGISTRATION FEE

                                  Proposed       Proposed 
Title of                           maximum        maximum                     
securities                        offering       aggregate     Amount of
to be          Amount to be       price per      offering      registration
registered     registered (1)     share (2)      price(2)      fee (2)
------------   --------------   ------------   ------------   -------------
Common 
Stock,
without          400,000 
par value        shares            $3.4375      $1,375,000      $405.63

(1) This filing registers  400,000 shares of the Company's Common Stock reserved
for issuance  under the  Company's  1998 Stock  Incentive  Plan.  There are also
registered an undetermined  number of additional shares of Common Stock that may
become  available for purchase in accordance  with the provisions of the Plan in
the event of a change in the  outstanding  shares of Common  Stock,  including a
recapitalization.

(2) Based upon the estimated  proposed  maximum  offering  price for the 400,000
shares  reserved for issuance  under the 1998 Stock  Incentive  Plan,  estimated
solely for purposes of calculating the registration  fee, based upon the average
of the high and low prices of the Common Stock on May 12,  1998,  as reported by
The Nasdaq Stock Market($3.4375 per share).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                      II-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  filed by  Coffee  People,  Inc.,  an  Oregon
corporation  (the  "Company"),  with the Securities and Exchange  Commission are
incorporated by reference in this registration statement:

         (a)  The Company's annual report on Form 10-KSB for the year ended 
         December 31, 1997;

         (b)  The Company's Registration Statement on Form S-4, as amended, 
         effective April 27, 1998 (Registration No. 333-50905);

         (c)  The description of the Company's common stock, no par value 
         (the "Common Stock"), set forth in the Company's Registration Statement
         on Form SB-2, as declared effective on September 25, 1996 
         (Registration No. 333-5376-LA); and

         (d)  The  Company's  quarterly  report on Form  10-QSB  for the
         quarter ended March 31, 1998.

         All  documents  filed by the Company  subsequent  to those listed above
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  (the  "Exchange   Act"),   prior  to  the  filing  of  a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Oregon  Business   Corporation  Act  (the  "Act")  authorizes  the
indemnification of an officer or director made party to a proceeding because the
officer  or  director  is or  was  an  officer  or  director  against  liability
(including  amounts paid in  settlement)  incurred in the proceeding and against
expenses with respect to the  proceeding  (including  attorney fees) if: (a) the
conduct  of the  officer  or  director  was in good  faith,  (b) the  officer or

                                      II-2
director  reasonably  believed that his conduct was in the best interests of the
corporation or at least not opposed to its best interests and (c) in the case of
a criminal  proceeding,  the  officer or  director  had no  reasonable  cause to
believe his conduct was unlawful;  provided,  however, neither a director nor an
                                   --------   -------
officer may be  indemnified  in  connection  with (i) a proceeding  by or in the
right of the corporation in which the director or officer was adjudged liable or
(ii) any other proceeding  charging improper personal benefit to the director or
officer in which the director or officer was  adjudged  liable on the basis that
personal  benefit  was  improperly  received by the  director  or  officer.  The
Company's  Restated  Articles of Incorporation  (the  "Articles")  allow and the
Company's Bylaws require the Company to indemnify  officers and directors to the
fullest extent permissible by law.

         The Act  further  provides  that the  articles  of  incorporation  of a
corporation  may  provide  that no  director  shall be  personally  liable  to a
corporation or its  stockholders for monetary damages for conduct as a director,
except that such  provision  does not  eliminate the liability of a director (a)
for any  breach of the  director's  duty of loyalty  to the  corporation  or its
stockholders,  (b) for acts or  omissions  not in good  faith  or which  involve
intentional  misconduct or a knowing  violation of the law, (c) for any unlawful
distribution as defined under the Act or (d) for any transaction  from which the
director derived an improper personal benefit. The Company's Articles and Bylaws
provide that, to the fullest  extent  permissible  by law, no director  shall be
personally liable to the Company or its stockholders for monetary damages.

         In  addition to the  indemnification  and  exculpation  provided by the
company's  Articles  and Bylaws,  the Company may enter into an  indemnification
agreement with each of its officers and directors  providing  indemnification to
the fullest extent permitted by law.

         The  effect of these  provisions  is to  indemnify  the  directors  and
officers of the Company against all costs and expenses of liability  incurred by
them in  connection  with any  action,  suit or  proceeding  in  which  they are
involved by reason of their affiliation with the Company,  to the fullest extent
permitted by law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The  exhibits  listed in the Index to Exhibits,  which  appears on page
II-7 herein, are filed as part of this registration statement.

                                      II-3
Item 9.  Undertakings.

     A.  The undersigned registrant hereby undertakes:

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

               (i) To include any prospectus required by section 10(a)(3) of the
               Securities Act of 1933, as amended (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,  represent  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 the  registrant  pursuant  to Section  13 or  Section  15(d) of the
          Exchange Act that are  incorporated  by reference in the  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  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is

                                      II-4
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 may be  permitted to  directors,  officers  and  controlling  persons of the
registrant  pursuant  to the  above-referenced  provisions,  or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  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 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                 SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, 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 Beaverton, Oregon, on May 14, 1998.

                                      COFFEE PEOPLE, INC.

                                      By:  /s/ Kenneth B. Ross
                                         ------------------------
                                        Kenneth B. Ross
                                        Chief Financial Officer

                                POWER OF ATTORNEY

          KNOW  ALL MEN BY THESE  PRESENTS  that  each  person  whose  signature
appears  below  hereby  constitutes  and  appoints  Kenneth B. Ross his true and
lawful  attorney-in-fact  and agent,  with full power of substitution for him in
any and all  capacities,  to sign  any  and  all  amendments  or  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 each such attorney and agent

                                      II-5
full  power  and  authority  to do any and all  acts  and  things  necessary  or
advisable in connection with such matters,  and hereby  ratifying and confirming
all that the attorney 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
date(s) indicated:

Principal Executive Officer:                         Date:

/s/ Taylor H. Devine                                   May 14, 1998         
-----------------------------                        
Taylor H. Devine
President, Chief Executive
  Officer and Director

Principal Financial Officer:

/s/ Kenneth B. Ross                                     May 14, 1998
-----------------------------                       
Kenneth B. Ross
Chief Financial Officer
  and Secretary

Directors:

-----------------------------                        ------------ ----, 1998
James L. Roberts
Chairman of the Board of
  Directors

/s/ Gary G. Talboy                                      May 15, 1998
-----------------------------                        
Gary G. Talboy

/s/ Doug L. Ayer                                        May 14, 1998
-----------------------------                        
Doug L. Ayer

/s/ Jeffery M. Ferguson                                 May 14, 1998
-----------------------------                        
Jeffery M. Ferguson

                                      II-6
INDEX TO EXHIBITS

Exhibit Number                   Exhibit                                  Page
--------------                   -------                                  ----

4.1       Restated Articles of Incorporation(1)

4.2       Bylaws, as amended (2)

5         Opinion of Tonkon Torp LLP                                       II-8

23.1      Consent of Arthur Andersen LLP, Independent Accountants          II-9

23.2      Consent of Tonkon Torp LLP (included in Exhibit 5)

24.1      Power of Attorney (See Pages II-5 and II-6)

99.1      1998 Stock Incentive Plan (2)

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

(1) Incorporated by reference from the Company's  Registration Statement on Form
SB-2, as declared effective September 25, 1996 (Registration No. 333-5376-LA).

(2) Incorporated by reference from the Company's  Registration Statement on Form
S-4, as declared effective on April 27, 1998 (Registration No. 333-50905).

                                      II-7