As filed with the Securities and Exchange Commission on June 1, 2001
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                                   ICOA, INC.
             (Exact name of registrant as specified in its charter)

Nevada                                                       87-0403239
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

111 Airport Road, Warwick, RI                                02889
(Address of Principal Executive Offices)                     (Zip Code)

                             2000 STOCK OPTION PLAN
                            (Full title of the plan)

                              George Strathopoulos
                      Chief Executive Officer and President
                                   ICOA, Inc.
                                111 Airport Road
                           Warwick, Rhode Island 02889
                     (Name and address of agent for service)

                                 (401) 739-9205
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                              Melvin Weinberg, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.


<PAGE>
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE


                                                             PROPOSED            PROPOSED
TITLE OF                                                     MAXIMUM             MAXIMUM
EACH CLASS                              AMOUNT               OFFERING            AGGREGATE         AMOUNT OF
OF SECURITIES                           TO BE                PRICE PER           OFFERING          REGISTRATION
TO BE REGISTERED                        REGISTERED(1)        SHARE               PRICE             FEE

-------------------------------------------------------------------------------------------------------------------
<S>           <C>                       <C>                  <C>                 <C>               <C>
Common Stock, $.001 par  value          7,500,000            $0.04(2)            $300,000(2)       $75.00(2)
per share
-------------------------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule 416(b), there shall also be deemed covered hereby all
      additional securities resulting from anti-dilution adjustments under the
      2000 Stock Option Plan.

(2)   The price per share is estimated solely for the purpose of calculating the
      registration fee pursuant to Rule 457(c); based on the average of the high
      and low prices for the Common Stock as reported on the OTC Bulletin Board
      on May 25, 2001.
</TABLE>


<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents heretofore filed by the Company with
the Securities and Exchange Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein by
reference:

                  (a) The Company's registration statement on Form SB-2/A filed
with the Commission on April 4, 2001;

                  (b) The Company's Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 2001; and

                  (c) The description of the Company's Common Stock contained in
the registrant's Registration Statement on Form SB-2 filed with the SEC on
November 30, 2000, as amended.

                  All documents filed subsequent to the date of this
Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act and prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

                  Not Applicable.


                                      II-1

<PAGE>


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Nevada Revised Statutes Section 78.7502 and 78.751, our articles
of incorporation and bylaws provide us with the power to indemnify any of our
directors, officers, employees or agents. The director, officer, employ or agent
must have conducted himself in good faith and reasonably believe that his
conduct was in, or not opposed to our best interests. In a criminal action the
director, officer, employee or agent must not have had a reasonable cause to
believe his conduct was unlawful. Advances for expenses may be made if the
director affirms in writing that he believes he has met the standards and that
he will personally repay the expense if it is determined he did not meet the
standards.

         We will not indemnify a director or officer adjudged liable due to his
negligence or willful misconduct toward us, adjudged liable to us, or if he
improperly received personal benefit. Indemnification in a derivative action is
limited to reasonable expenses incurred in connection with the proceeding.

         We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. In addition, effective December 1, 2000, we are covered by an insurance
policy with Chubb Insurance in the amount of $1,000,000 with respect to
potential liabilities of our directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, 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 our payment of expenses
incurred or paid by our director, officer or controlling person 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 for resale, 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 it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-1
<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.


ITEM 8.    EXHIBITS.
<TABLE>
<CAPTION>
      NUMBER                                    DESCRIPTION OF EXHIBIT
      ------                                    ----------------------

     <S>          <C>
      3.1 (1)      Articles of Incorporation of ICOA, Inc.

      3.2 (1)      Articles of Amendment to the Articles of Incorporation of ICOA, Inc., dated March 14, 1985

      3.3 (1)      Articles of Amendment to the Articles of Incorporation of ICOA, Inc., dated August 25, 2000

      3.4 (1)      By-laws of ICOA, Inc., as amended

      5.1 (2)      Opinion of Jenkens & Gilchrist Parker Chapin LLP

     23.1 (2)      Consent of Feldman Sherb & Co., P.C.

     23.2 (2)      Consent of Jenkens & Gilchrist Parker Chapin LLP (included in exhibit 5.1 hereto)

     24.1 (2)      Power of Attorney (included in signature page)

     99.1 (2)      2000 Stock Option Plan of the Company

---------------------
</TABLE>
(1)      Incorporated by reference to the Company's registration statement on
         Form SB-2 (Registration No. 333-51028) filed with the Commission
         November 30, 2000, as amended.
(2)      Filed herewith

ITEM 9. UNDERTAKINGS.

                  The undersigned registrant hereby undertakes:

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

                           (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof)

                                      II-3
<PAGE>


which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

                           (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 registration statement is on Form S-3 or Form S-8, and 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 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference 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.

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                      II-4
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Warwick, State of Rhode Island, on the 1st day of
June, 2001.

                              ICOA, INC.


                              By: /s/ George Strouthopoulos
                                 -----------------------------------------------
                                  George Strouthopoulos,
                                  President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of George Strouthopoulos and Erwin
Vahlsing, Jr. and each of them with power of substitution, as his
attorney-in-fact, in all capacities, to sign any amendments to this registration
statement (including post-effective amendments) and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-facts or their substitutes may 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 below by the following persons in the
capacities indicated on the 1st day of June, 2001.

         Signature                                  Title
         ---------                                  -----

/s/ George Strouthopoulos              Chief Executive Officer, President
-------------------------------        and Director
George Strouthopoulos



/s/ Erwin Vahlsing                     Chief Financial Officer,
-------------------------------        Treasurer, Secretary and Director
Erwin Vahlsing, Jr.


<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
      NUMBER                                    DESCRIPTION OF EXHIBIT
      ------                                    ----------------------

     <S>          <C>
      3.1 (1)      Articles of Incorporation of ICOA, Inc.

      3.2 (1)      Articles of Amendment to the Articles of Incorporation of ICOA, Inc., dated March 14, 1985

      3.3 (1)      Articles of Amendment to the Articles of Incorporation of ICOA, Inc., dated August 25, 2000

      3.4 (1)      By-laws of ICOA, Inc., as amended

      5.1 (2)      Opinion of Jenkens & Gilchrist Parker Chapin LLP

     23.1 (2)      Consent of Feldman Sherb & Co., P.C.

     23.2 (2)      Consent of Jenkens & Gilchrist Parker Chapin LLP (included in exhibit 5.1 hereto)

     24.1 (2)      Power of Attorney (included in signature page)

     99.1 (2)      2000 Stock Option Plan of the Company

---------------------
</TABLE>
(1)      Incorporated by reference to the Company's registration statement on
         Form SB-2 (Registration No. 333-51028) filed with the Commission
         November 30, 2000, as amended.
(2)      Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "f719469_3.txt", "description": "FORM S-8", "secsgml_size_bytes": 15652}]
{"company-data": {"conformed-name": "ICOA INC", "cik": "0000745084", "assigned-sic": "6770", "irs-number": "870403239", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62122", "film-number": "1652811"}, "business-address": {"street1": "111 AIRPORT RD", "city": "WARWICK", "state": "RI", "zip": "02889", "phone": "4017399205"}, "mail-address": {"street1": "111 AIRPORT RD", "city": "WARWICK", "state": "RI", "zip": "02889"}}
As filed with the Securities and Exchange Commission on June 1, 2001
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                                   ICOA, INC.
             (Exact name of registrant as specified in its charter)

Nevada                                                       87-0403239
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

111 Airport Road, Warwick, RI                                02889
(Address of Principal Executive Offices)                     (Zip Code)

                             2000 STOCK OPTION PLAN
                            (Full title of the plan)

                              George Strathopoulos
                      Chief Executive Officer and President
                                   ICOA, Inc.
                                111 Airport Road
                           Warwick, Rhode Island 02889
                     (Name and address of agent for service)

                                 (401) 739-9205
          (Telephone number, including area code, of agent for service)

                                 with a copy to:
                              Melvin Weinberg, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                 (212) 704-6000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE

                                                             PROPOSED            PROPOSED
TITLE OF                                                     MAXIMUM             MAXIMUM
EACH CLASS                              AMOUNT               OFFERING            AGGREGATE         AMOUNT OF
OF SECURITIES                           TO BE                PRICE PER           OFFERING          REGISTRATION
TO BE REGISTERED                        REGISTERED(1)        SHARE               PRICE             FEE

-------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par  value          7,500,000            $0.04(2)            $300,000(2)       $75.00(2)
per share
-------------------------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule 416(b), there shall also be deemed covered hereby all
      additional securities resulting from anti-dilution adjustments under the
      2000 Stock Option Plan.

(2)   The price per share is estimated solely for the purpose of calculating the
      registration fee pursuant to Rule 457(c); based on the average of the high
      and low prices for the Common Stock as reported on the OTC Bulletin Board
      on May 25, 2001.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents heretofore filed by the Company with
the Securities and Exchange Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein by
reference:

                  (a) The Company's registration statement on Form SB-2/A filed
with the Commission on April 4, 2001;

                  (b) The Company's Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 2001; and

                  (c) The description of the Company's Common Stock contained in
the registrant's Registration Statement on Form SB-2 filed with the SEC on
November 30, 2000, as amended.

                  All documents filed subsequent to the date of this
Registration Statement pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act and prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

                  Not Applicable.

                                      II-1
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Nevada Revised Statutes Section 78.7502 and 78.751, our articles
of incorporation and bylaws provide us with the power to indemnify any of our
directors, officers, employees or agents. The director, officer, employ or agent
must have conducted himself in good faith and reasonably believe that his
conduct was in, or not opposed to our best interests. In a criminal action the
director, officer, employee or agent must not have had a reasonable cause to
believe his conduct was unlawful. Advances for expenses may be made if the
director affirms in writing that he believes he has met the standards and that
he will personally repay the expense if it is determined he did not meet the
standards.

         We will not indemnify a director or officer adjudged liable due to his
negligence or willful misconduct toward us, adjudged liable to us, or if he
improperly received personal benefit. Indemnification in a derivative action is
limited to reasonable expenses incurred in connection with the proceeding.

         We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. In addition, effective December 1, 2000, we are covered by an insurance
policy with Chubb Insurance in the amount of $1,000,000 with respect to
potential liabilities of our directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, 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 our payment of expenses
incurred or paid by our director, officer or controlling person 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 for resale, 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 it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-1
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.    EXHIBITS.
NUMBER                                    DESCRIPTION OF EXHIBIT
      ------                                    ----------------------
3.1 (1)      Articles of Incorporation of ICOA, Inc.

      3.2 (1)      Articles of Amendment to the Articles of Incorporation of ICOA, Inc., dated March 14, 1985

      3.3 (1)      Articles of Amendment to the Articles of Incorporation of ICOA, Inc., dated August 25, 2000

      3.4 (1)      By-laws of ICOA, Inc., as amended

      5.1 (2)      Opinion of Jenkens & Gilchrist Parker Chapin LLP

     23.1 (2)      Consent of Feldman Sherb & Co., P.C.

     23.2 (2)      Consent of Jenkens & Gilchrist Parker Chapin LLP (included in exhibit 5.1 hereto)

     24.1 (2)      Power of Attorney (included in signature page)

     99.1 (2)      2000 Stock Option Plan of the Company

---------------------
(1)      Incorporated by reference to the Company's registration statement on
         Form SB-2 (Registration No. 333-51028) filed with the Commission
         November 30, 2000, as amended.
(2)      Filed herewith

ITEM 9. UNDERTAKINGS.

                  The undersigned registrant hereby undertakes:

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

                           (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof)

                                      II-3
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

                           (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 registration statement is on Form S-3 or Form S-8, and 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 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference 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.

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Warwick, State of Rhode Island, on the 1st day of
June, 2001.

                              ICOA, INC.

                              By: /s/ George Strouthopoulos
                                 -----------------------------------------------
                                  George Strouthopoulos,
                                  President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of George Strouthopoulos and Erwin
Vahlsing, Jr. and each of them with power of substitution, as his
attorney-in-fact, in all capacities, to sign any amendments to this registration
statement (including post-effective amendments) and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-facts or their substitutes may 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 below by the following persons in the
capacities indicated on the 1st day of June, 2001.

         Signature                                  Title
         ---------                                  -----

/s/ George Strouthopoulos              Chief Executive Officer, President
-------------------------------        and Director
George Strouthopoulos

/s/ Erwin Vahlsing                     Chief Financial Officer,
-------------------------------        Treasurer, Secretary and Director
Erwin Vahlsing, Jr.
EXHIBIT INDEX
NUMBER                                    DESCRIPTION OF EXHIBIT
      ------                                    ----------------------
3.1 (1)      Articles of Incorporation of ICOA, Inc.

      3.2 (1)      Articles of Amendment to the Articles of Incorporation of ICOA, Inc., dated March 14, 1985

      3.3 (1)      Articles of Amendment to the Articles of Incorporation of ICOA, Inc., dated August 25, 2000

      3.4 (1)      By-laws of ICOA, Inc., as amended

      5.1 (2)      Opinion of Jenkens & Gilchrist Parker Chapin LLP

     23.1 (2)      Consent of Feldman Sherb & Co., P.C.

     23.2 (2)      Consent of Jenkens & Gilchrist Parker Chapin LLP (included in exhibit 5.1 hereto)

     24.1 (2)      Power of Attorney (included in signature page)

     99.1 (2)      2000 Stock Option Plan of the Company

---------------------
(1)      Incorporated by reference to the Company's registration statement on
         Form SB-2 (Registration No. 333-51028) filed with the Commission
         November 30, 2000, as amended.
(2)      Filed herewith