Special Power of Attorney

The  undersigned  constitute  and  appoint Ron  Terranova  their true and lawful
attorney-in-fact  and agent with full power of substitution,  for him and in his
name,  place,  and  stead,  in any  and  all  capacities,  to  sign  any and all
amendments,  including post-effective amendments, to this Form SB-2 Registration
Statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting such
attorney-in-fact  the 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 and to all intents and purposes as he might or could do in person,  hereby
ratifying and confirming all that such attorney-in-fact may lawfully do or cause
to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:



                                                                       

 Signature                                       Title                       Date
 /s/ Ron Terranova                               President, Chief            January 18, 2000
       Ron Terranova                             Executive, Director
                                                 Treasurer

 /s/ David C. Hall                               Chief Financial Officer,    January 12, 2000
        David C. Hall                            Director


 /s/ Lance Bradford                              Director                    January 14, 2000
       Lance Bradford