MIGRATEC INC, S-8, 1999-10-19

MIGRATEC INC
S-8, 1999-10-19
PERIODICALS: PUBLISHING OR PUBLISHING & PRINTING

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<PAGE> 1

Securities and Exchange Commission
Washington D.C. 20549

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

MIGRATEC, INC.
(Exact name of issuer as specified in its charter)

FLORIDA 65-0125664
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

12801 NORTH STEMMONS FREEWAY, SUITE 710
FARMERS BRANCH, TEXAS 75234
(Address, including zip code, of principal executive offices)

MIGRATEC, INC., STOCK OPTIONS TO
OFFICERS AND DIRECTORS
(Full title of the plans)

W. CURTIS OVERSTREET, PRESIDENT
12801 NORTH STEMMONS FREEWAY, SUITE 710
FARMERS BRANCH, TEXAS 75234
(972) 969-0300
(Name, address and telephone number, including area code, of agent for service)

Copy to:

James Schneider, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, Florida 33301
(954) 763-1200

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Shares Amount To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered Per Share Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value (1) 6,950,000 (1) $0.20 (1) $1,390,000 (1) $386.42 (1)
</TABLE>

(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) under the Securities Act
based upon the average of the bid and ask price ($0.20) for the Common
Stock, no par value, per share, as reported by NASD Over the Counter
Bulletin Board on October 13, 1999.

<PAGE> 2

MIGRATEC, INC.

CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

<TABLE>
<CAPTION>
Form S-8 Item Number and Caption Caption in Prospectus
----------------------------------- ------------------------

<S> <C>
1. Forepart of Registration Facing Page of
Statement and Outside Registration Statement
Front Cover Page of and Cover Page of
Prospectus Prospectus

2. Inside Front and Outside Inside Cover Page of
Back Cover Pages of Prospectus and Outside
Prospectus Cover Page of Prospectus

3. Summary Information, Risk Not Applicable
Factors and Ratio of
Earnings to Fixed Charges

4. Use of Proceeds Not Applicable

5. Determination of Offering Not Applicable
Price

6. Dilution Not Applicable

7. Selling Security Holders Not Applicable

8. Plan of Distribution Cover Page of Prospectus
and Plan of Distribution

9. Description of Securities Description of Securities;
to be Registered MigraTEC, Inc., Stock
Options to
Officers and Directors

10. Interests of Named Experts Legal Matters
and Counsel

11. Material Changes Not Applicable

12. Incorporation of Certain Incorporation of Certain
Information by Reference Documents by Reference

13. Disclosure of Commission Indemnification
Position on
Indemnification for
Securities Act Liabilities
</TABLE>

<PAGE> 3
PROSPECTUS

MIGRATEC, INC.

6,950,000 SHARES OF COMMON STOCK, NO PAR VALUE

Issued Pursuant to
MigraTEC, Inc., Stock Options to
Officers and Directors

This prospectus is part of a registration statement which registers a total of
6,950,000 shares of common stock, no par value of MigraTEC, Inc. The shares may
be issued to executive officers and directors of MigraTEC through the exercise
of non-qualified stock options to purchase shares of common stock under terms of
certain stock option agreements with the executive officers and directors. All
of the options or shares have been granted or issued to the executive officers
and directors pursuant to individual written option agreements. MigraTEC will
not receive any proceeds from the sales except upon exercise of the options.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The date of this prospectus is October 19, 1999.

<PAGE> 4

AVAILABLE INFORMATION

MigraTEC is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, accordingly, files reports, proxy
statements and other information with the Securities and Exchange Commission.
Reports, proxy statements and other information filed with the Commission can
be inspected and copied at the public reference facilities of the Commission at
450 Fifth Street N.W., Washington D.C. 20549. Copies of this material can also
be obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street N.W., Washington D.C.
20549. The Commission also maintains a website on the internet that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission at http://www.sec.gov.
MigraTEC's common stock is traded on the NASD Over-the-Counter Bulletin Board
under the symbol "MIGR."

MigraTEC has filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, with respect to the shares. This
prospectus, which is Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to MigraTEC and the shares offered by this prospectus, reference
is made to the registration statement, including exhibits. Statements in this
prospectus as to any document are not necessarily complete, and where any
document is an exhibit to the registration statement or is incorporated by
reference, each statement is qualified in all respects by the provisions of the
exhibit or other document, to which the reference is made, for a full statement
of the provisions. A copy of the registration statement, with exhibits, may be
obtained from the Commission's office in Washington D.C. (at the above address)
upon payment of the fees prescribed by the rules and regulations of the
Commission, or examined there without charge or at the Commission's website at
http://www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by MigraTEC with the Securities and Exchange
Commission are incorporated herein by reference and made a part of this
prospectus:

(a) MigraTEC's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998, filed on May 12, 1999.

(b) MigraTEC's Quarterly Report on Form 10-QSB for the quarter ended March
31, 1999, filed on May 20, 1999.

(d) Post-Effective Amendment No. 1 to Form SB-2, Registration Statement
No. 333-65093, filed on May 7, 1999.

All reports and documents filed by MigraTEC pursuant to Section 13, 14 or 15(d)
of 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 and to be a part of this prospectus from the
respective date of filing of the documents. Any statement incorporated by
reference shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained of this prospectus or in
any other subsequently filed document, which also is or is deemed to be
incorporated by reference, modifies or supersedes the

<PAGE> 5
statement. Any statement modified or superseded shall not be deemed, except as
so modified or superseded, to constitute part of this prospectus.

MigraTEC undertakes to provide without charge to each person, including any
beneficial owner, to whom a copy of the prospectus has been delivered, on the
written request of the person, a copy of any or all of the documents referred
to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to the documents. Written requests for copies
should be directed to Corporate Secretary, MigraTEC, Inc., 12801 North Stemmons
Freeway, Suite 710, Farmers Branch, Texas 75234.

No person has been authorized by MigraTEC to give any information or to make
any representation other than as contained in this prospectus, and if given or
made, the information or representation must not be relied upon as having been
authorized by MigraTEC. Neither the delivery of this prospectus nor any
distribution of the shares issuable upon exercise of the options or under the
terms of the option agreements shall, under any circumstances, create any
implication that there has been no change in the affairs of MigraTEC since the
date of this prospectus.

THE COMPANY

MigraTEC, Inc., is a developer and provider of software technology, products
and services which automate the upgrade or "migration" process. We help
companies move their existing software applications to new and more advanced
hardware and software platforms and which address the Year 2000 challenge. Our
automated software "tools" can significantly decrease the time, effort and cost
of an upgrade or migration project.

<PAGE> 6

MIGRATEC, INC., STOCK OPTIONS TO
OFFICERS AND DIRECTORS

INTRODUCTION

Pursuant to certain option agreements and in consideration for services
provided, we have granted to our four executive officers and four non-employee
members of the Board of Directors non-qualified options to purchase up to
6,950,000 shares of our common stock as follows:

<TABLE>
<CAPTION>
# of Shares Price per Original Vesting Schedule
Name Title Grant Date (1)(a) Share (1)(b)
- ---------------------- -------------- ---------- ----------- --------- ---------------------------

<S> <C> <C> <C> <C> <C>
W. Curtis Overstreet President, CEO 05/01/98 3,000,000 $0.20 50% at date of grant; then
and Director 1/24 per month for 24 months

Rick J. Johnson COO 05/01/98 750,000 $0.20 50% at date of grant; then
1/24 per month for 24 months

Mark C. Myers CFO and Secretary 04/01/98 450,000 $0.20 1/24 per month for 24 months

Joseph B. Meredith V.P. Business 05/01/98 600,000 $0.20 50% at date of grant; then
Development 1/24 per month for 24 months

Benjamin Swirsky Chairman 05/01/98 600,000 $0.20 1/24 per month for 24 months

Deane C. Watson, Jr. Director 05/01/98 500,000 $0.20 1/24 per month for 24 months

Marcus R. Rowan Vice Chairman 05/01/98 550,000 $0.20 1/24 per month for 24 months

Richard A. Gray, Jr. Director 05/01/98 500,000 $0.20 1/24 per month for 24 months
---------
6,950,000
=========
</TABLE>

(1) Represents only one-half of the shares underlying the original grants
of options which were for the purchase of up to 13,500,000 shares.
Effective September 7, 1999, the original option agreements were
amended to include the following modifications:

(a) the total number of shares underlying each option was voluntarily
reduced by 50%;

(b) the remaining 50% of the shares underlying each option remained
fully vested as of the effective date of the modifications;

(c) as it relates to the four executive officers, in the event of any
termination of employment, whether voluntary or involuntary, the
expiration date of any unexercised portion of the options was
re-defined to be four years after the date of termination of
employment;

(d) as it relates to the four non-employee directors, the expiration
date of any unexercised portion of the options was re-defined to
be four years from the effective date of the modifications.

The purpose of the option agreements is to encourage stock ownership by our
executive officers and directors, and to give these persons a greater personal
interest in the success of MigraTEC's business and an added incentive to
continue to advance and contribute to MigraTEC.

<PAGE> 7
ELIGIBILITY

Executive officers and directors of MigraTEC and our subsidiaries are eligible
to receive non-qualified options under the option agreements.

ADMINISTRATION

The option agreements will be administered by the board or an underlying
committee. The board or the committee determines from time to time those
officers and directors of MigraTEC or our subsidiaries to whom options shall be
granted, the terms and provisions of the respective option agreements, the time
or times at which the options shall be granted, the type of options to be
granted, the dates the options become exercisable, the number of shares subject
to each option, the purchase price of the shares and the form of payment of the
purchase price. All other questions relating to the administration of the
option agreements, and the interpretation of the provisions and of any related
agreements, are resolved by the board or the committee.

SHARES SUBJECT TO AWARDS

We have reserved 6,950,000 of our authorized but unissued shares of common
stock or shares maintained in the treasury of MigraTEC for issuance under the
option agreements, and a maximum of 6,950,000 shares may be issued unless the
option agreements are subsequently amended. Shares used for the option
agreements may be authorized and unissued shares or shares reacquired by
MigraTEC, including shares purchased in the open market.

The option agreements provide that, if MigraTEC's outstanding shares are
increased, decreased, exchanged or otherwise adjusted due to a share dividend,
forward or reverse share split, recapitalization, reorganization, merger,
consolidation, combination or exchange of shares, an appropriate and
proportionate adjustment shall be made in the number or kind of shares subject
to the option agreements or subject to unexercised options and in the purchase
price per share under the option agreements. Any adjustment, however, does not
change the total purchase price payable for the shares subject to outstanding
option agreements.

TERMS OF EXERCISE

The option agreements provide that the options granted shall be exercisable
from time to time in whole or in part, unless otherwise specified in the option
agreement representing the options or by the board or by the committee. Each
option may be exercised in whole or in part at any time during the period from
the date of the grant until the end of the period covered by the option period
as stipulated in the option agreement.

TRANSFERABILITY

All options exercisable under the option agreements are assignable and
transferable. Upon assignment or transfer, both the original optionee and the
transferee optionee will acknowledge, by delivery of written notice to
MigraTEC, that transferee optionee will have the same rights and be subject to
the same restrictions as original optionee, including restrictions relating to
the exercise of options in the event of any termination of employment of
original optionee. In addition to the acknowledgment, the written notice should
also state the number of shares with respect to which the option is being
assigned or transferred as well as transferee optionee's full name, address,
telephone number and federal tax identification number.

<PAGE> 8
EXERCISE PRICE

The purchase price for the shares is 100% of the fair market value of
MigraTEC's common stock on the date the option is granted as determined by the
board. If the purchase price is paid with consideration other than cash, the
board shall determine the fair value of the consideration to MigraTEC in
monetary terms.

The per share purchase price of shares subject to options granted under the
option agreements may be adjusted in the event of certain changes in MigraTEC's
capitalization, but any adjustment shall not change the total purchase price
payable upon the exercise in full of options granted under the option
agreements.

MANNER OF EXERCISE

Options are exercisable under the option agreements by delivery of written
notice to MigraTEC stating the number of shares with respect to which the
option is being exercised, together with full payment of the purchase price.
Payment shall be in cash, checks, certified or bank cashier's checks,
promissory notes secured by the shares issued through exercise of the related
options, shares of common stock or in another form or combination of forms
which shall be acceptable to the board or the committee, provided that any loan
or guarantee by MigraTEC of the purchase price may only be made upon resolution
of the board that the loan or guarantee is reasonably expected to benefit
MigraTEC.

TERMINATION

If an optionee shall die, his options may be exercised, to the extent that the
optionee shall have been entitled to do so on the date of his death, by the
person or persons to whom the optionee's right under the option agreement pass
by will or applicable law, or if no other person has that right, by his
executors or administrators, at any time, or from time to time.

If an optionee's employment by MigraTEC or a subsidiary shall terminate for any
reason, he may exercise his options, to the extent that he shall have been
entitled to do so at the date of the termination of his employment, at any
time, or from time to time, but not later than the expiration date specified in
his option agreement.

MODIFICATION AND TERMINATION OF OPTION AGREEMENTS

Any amendment to or modification of an option agreement must be in written form
and agreed to and executed by both MigraTEC and the optionee.

FEDERAL INCOME TAX EFFECTS

The following discussion applies to the option agreements and is based on
federal income tax laws and regulations in effect on October 15, 1999. It does
not purport to be a complete description of the federal income tax consequences
of the option agreements, nor does it describe the consequences of state, local
or foreign tax laws which may be applicable. Accordingly, any person receiving
a grant under the option agreements should consult with his own tax adviser.

<PAGE> 9
The option agreements are not subject to the provisions of the Employee
Retirement Income Security Act of 1974 and are not qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended.

In respect to the holder of non-qualified options, the option holder does not
recognize taxable income on the date of the grant of the non-qualified option,
but recognizes ordinary income generally at the date of exercise in the amount
of the difference between the option exercise price and the fair market value of
the common stock on the date of exercise. However, if the holder of
non-qualified options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1944, the person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the common stock at the end of the six-month
period. Nevertheless, the holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by MigraTEC in the
year that income is recognized.

RESTRICTIONS UNDER SECURITIES LAWS

The sale of the shares must be made in compliance with federal and state
securities laws. Officers, directors and 10% or greater shareholders of
MigraTEC, as well as certain other persons or parties who may be deemed to be
"affiliates" of MigraTEC under the Federal Securities Laws, should be aware
that resales by affiliates can only be made pursuant to an effective
registration statement, Rule 144 or any other applicable exemption. Officers,
directors and 10% or greater shareholders may also be subject to the "short
swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.

PLAN OF DISTRIBUTION

The sale of the common stock by the selling security holders may occur from
time to time by or for the account of the selling holders. The selling holders
will offer these securities through dealers or agents in one or more
transactions that may take place on the over-the-counter market in ordinary
broker's transactions under Rule 144. Usual and customary or brokerage fees or
commissions will be paid by the selling security holders in connection with
sales of securities.

<PAGE> 10

DESCRIPTION OF SECURITIES

MigraTEC is authorized to issue 200,000,000 shares of common stock, no par
value per share, and 1,000,000 shares of redeemable convertible 12% preferred
stock, $1,000 par value per share. As of October 13, 1999, there were
63,829,062 shares of common stock issued and outstanding and no shares of
preferred stock outstanding.

COMMON STOCK

MigraTEC is authorized to issue up to 200,000,000 shares of common stock, no
par value per share. The holders of shares of common stock are entitled to
share, on a ratable basis, the dividends as may be declared by the Board of
Directors out of funds legally available for that purpose. Upon liquidation,
dissolution or winding up of MigraTEC, after payment to creditors and holders
of any outstanding shares of preferred stock, the assets of MigraTEC will be
divided pro rata on a per share basis among the holders of common stock.

Each share of common stock entitles the holders to one vote. Holders of common
stock do not have cumulative voting rights, which means that the holders of
more than 50% of shares voting for the election of directors can elect all of
the directors if they choose to do so, and in that event, the holders of the
remaining shares will not be able to elect any directors. The ByLaws of
MigraTEC require that only a majority of the issued and outstanding shares of
common stock of MigraTEC need be represented to constitute a quorum and to
transact business at a shareholders' meeting. The common stock has no
preemptive, subscription or conversion rights and is not redeemable by
MigraTEC.

PREFERRED STOCK

MigraTEC is authorized to issue up to 1,000,000 shares of redeemable
convertible 12% preferred stock, $1,000 par value per share, none of which are
issued or outstanding.

NASD OTC BULLETIN BOARD

MigraTEC's common stock is traded on the NASD Over-the-Counter Bulletin Board
under the symbol "MIGR." Accordingly, our common stock is covered by a
Securities and Exchange Commission rule that imposes additional sales practice
requirements on broker-dealers who sell our securities to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
spouse). For transactions covered by the rule, the broker-dealer must make a
special suitability determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale. Consequently, the rule
may affect the ability of broker-dealers to sell our securities and also may
affect the ability of purchasers in this offering to sell their shares in the
secondary market.

TRANSFER AGENT

The Transfer Agent for the shares of common stock is Interwest Transfer
Company, P.O. Box 17136, Salt Lake City, Utah 84117.

<PAGE> 11

LEGAL MATTERS

Certain legal matters in connection with the securities being offered in this
prospectus will be passed upon for us by Atlas, Pearlman, Trop & Borkson, P.A.,
200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.

Atlas, Pearlman, Trop & Borkson, P.A., owns 71,429 shares of our common stock.

EXPERTS

MigraTEC's consolidated financial statements appearing in our Annual Report on
Form 10-KSB, for the fiscal year ended December 31, 1998, filed on May 12,
1999, have been audited by King Griffin & Adamson P.C., Independent Certified
Public Accountants, as set forth in their report and incorporated in this
prospectus by reference. The financial statements are, and audited financial
statements to be included in subsequently filed documents will be, incorporated
in this prospectus in reliance upon the reports of King Griffin & Adamson P.C.
pertaining to the financial statements (to the extent covered by consents filed
with the Securities and Exchange Commission) and given upon the authority of
the firm as experts in accounting and auditing.

INDEMNIFICATION

The Florida Business Corporation Act permits the indemnification of directors,
employees, officers and agents of Florida corporations. MigraTEC's Articles of
Incorporation and Bylaws provide that we shall indemnify our directors and
officers to the fullest extent permitted by the Corporation Act. Insofar as
indemnification for liabilities arising under the Corporation Act may be
permitted to directors, officers or persons controlling MigraTEC pursuant to
the foregoing provisions, we have been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.

The above indemnification provisions notwithstanding, we are aware that insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers or persons controlling MigraTEC pursuant to
the foregoing provisions, we have been informed 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.

<PAGE> 12

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The documents listed in (a) through (g) below are incorporated by reference in
the registration statement. All reports and documents subsequently filed by us
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in and to be part of the registration statement from the date of
filing of the documents. Any statement incorporated by reference shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained in this registration statement or in
any other subsequently filed document, which also is or is deemed to be
incorporated by reference, modifies or supersedes the statement. Any statement
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this registration statement prospectus.

(a) MigraTEC's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998, filed on May 12, 1999.

(b) MigraTEC's Quarterly Report on Form 10-QSB for the quarter ended March
31, 1999, filed on May 20, 1999.

(d) Post-Effective Amendment No. 1 to Form SB-2, Registration Statement
No. 333-65093, filed on May 7, 1999.

ITEM 4. DESCRIPTION OF SECURITIES

The class of securities to be offered is registered under Section 15(d) of the
Securities Exchange Act of 1934, as amended. A description of our securities is
set forth in the prospectus incorporated as a part of this registration
statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Florida Business Corporation Act permits the indemnification of directors,
employees, officers and agents of Florida corporations. Our Articles of
Incorporation and Bylaws provide that we shall indemnify our directors and
officers to the fullest extent permitted by the Corporation Act. Insofar as
indemnification for liabilities arising under the Corporation Act may be
permitted to directors, officers or persons controlling MigraTEC pursuant to
the foregoing provisions, we have been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.

II-1

<PAGE> 13

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Inasmuch as the executives officers and directors who received our shares will
be either knowledgeable, sophisticated or have access to comprehensive
information relevant to MigraTEC, the transactions was undertaken in reliance
on the exemption from registration provided by Section 4(2) of the Act.
Alternatively, we will rely upon the exemptions afforded by Regulation D under
the Act. As a condition precedent to the grants, the security holders were, or
will be, required to express an investment intent and consent to the imprinting
of a restrictive legend on each stock certificate to be received from us.

ITEM 8. EXHIBITS

EXHIBIT DESCRIPTION

(1) Option Agreements between MigraTEC, Inc., and:
Mark C. Myers,
W. Curtis Overstreet,
Rick J. Johnson,
Joseph B. Meredith,
Benjamin Swirsky,
Deane C. Watson, Jr.,
Richard A. Gray, Jr., and
Marcus R. Rowan.

(2) Letter Agreements regarding Modification of Stock Options between
MigraTEC, Inc., and:
Mark C. Myers,
W. Curtis Overstreet,
Rick J. Johnson,
Joseph B. Meredith,
Benjamin Swirsky,
Deane C. Watson, Jr.,
Richard A. Gray, Jr., and
Marcus R. Rowan.

(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A., relating to the
issuance of shares of Common Stock pursuant to MigraTEC, Inc.,
Stock Options to Officers and Directors.

(24.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A., included in the
opinion filed as exhibit (5) hereto.

(24.2) Consent of King Griffin & Adamson P.C.

II-2

<PAGE> 14

ITEM 9. UNDERTAKINGS

(1) The undersigned registrant undertakes:

(a) To file, during any period in which offerings or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to the
information in the registration statement;

(b) That, for the purposes of determining any liability under the Act, each
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering; and

(c) 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.

(2) The undersigned registrant undertakes that, for purposes of determining any
liability under the Act, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Act) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering.

(3) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, 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
any liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer of controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by a
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 an indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of the issue.

II-3

<PAGE> 15

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 the City of Farmers Branch and the State of Texas, on the
19th day of October, 1999.

MIGRATEC, INC.

By: /s/ W. CURTIS OVERSTREET
------------------------------------------
W. Curtis Overstreet
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------------------------- -----------------

/s/ W. CURTIS OVERSTREET Principal Executive Officer, President October 19, 1999
- ----------------------------------- and Director
W. Curtis Overstreet

/s/ BENJAMIN SWIRSKY Chairman of the Board and Director October 19, 1999
- -----------------------------------
Benjamin Swirsky

/s/ MARK C. MYERS Principal Financial Officer and Secretary October 19, 1999
- -----------------------------------
Mark C. Myers

/s/ DEANE C. WATSON, JR. Director October 19, 1999
- -----------------------------------
Deane C. Watson, Jr.

/s/ CYNTHIA K. ALDERMAN Principal Accounting Officer October 19, 1999
- -----------------------------------
Cynthia K. Alderman

/s/ MARCUS R. ROWAN Vice-Chairman of the Board and Director October 19, 1999
- -----------------------------------
Marcus A. Rowan

/s/ RICHARD A. GRAY, JR. Director October 19, 1999
- -----------------------------------
Richard A. Gray, Jr.
</TABLE>

<PAGE> 16

EXHIBIT INDEX

MIGRATEC, INC.

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

<S> <C>
(1) Option Agreements between MigraTEC, Inc., and:
Mark C. Myers,
W. Curtis Overstreet,
Rick J. Johnson,
Joseph B. Meredith,
Benjamin Swirsky,
Deane C. Watson, Jr.,
Richard A. Gray, Jr., and
Marcus R. Rowan

(2) Letter Agreements regarding Modification of Stock Options
between MigraTEC, Inc., and:
Mark C. Myers,
W. Curtis Overstreet,
Rick J. Johnson,
Joseph B. Meredith,
Benjamin Swirsky,
Deane C. Watson, Jr.,
Richard A. Gray, Jr., and
Marcus R. Rowan

(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A., relating
to the issuance of shares of Common Stock pursuant to
MigraTEC, Inc., Stock Options to Officers and Directors

(24.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A., included
in the opinion filed as exhibit (5) hereto

(24.2) Consent of King Griffin & Adamson P.C.
</TABLE>

<PAGE> 1

EXHIBIT (1)

Option Agreements between MigraTEC, Inc., and:
Mark C. Myers,
W. Curtis Overstreet,
Rick J. Johnson,
Joseph B. Meredith,
Benjamin Swirsky,
Deane C. Watson, Jr.,
Richard A. Gray, Jr., and
Marcus R. Rowan

<PAGE> 2

EXHIBIT (1)

April 1, 1998

Mr. Mark C. Myers
1913 Deerfield Drive
Plano, Texas 75023

RE: Option Agreement

Dear Mark:

Pursuant to your employment agreement dated April 1, 1998, the Board of
Directors of MigraTEC, Inc., is pleased to grant you an Option for the purchase
of the Company's Common Stock at a price of $0.20 per share as set forth below.

1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.

2. Rights and Privileges. The right to purchase 900,000 shares of Stock,
vesting at a rate of 3,750 shares at the end of each month for the
next 24 months, exercisable anytime during employment. The right to
an appropriate and proportionate adjustment in the number or kind of
shares subject to the unexercised portion of your Option or in the
purchase price per share under your Option in the event that the
Company's outstanding shares are increased, decreased, exchanged or
otherwise adjusted due to a share dividend, forward or reverse share
split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares.

3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.

4. Method of Exercise. The Option shall be exercised by the tender to
the Company of the full purchase price of the Stock with respect to
which the Option is exercised and written notice of the exercise. The
purchase price of the Stock shall be payable in cash, check, or
promissory note secured by the Stock issued through exercise of the
related Option. The notice shall set forth the number of shares of
Stock to be acquired. The Company shall make delivery of the shares
of Stock as soon as is administratively feasible.

5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

A. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or

B. The expiration of 12 months following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your death or by reason of your permanent disability. As used
herein, "permanent disability" means your inability to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to
last for a continuous period of not less than 12 months.

<PAGE> 3

6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.

7. Binding Effect. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our
respective heirs, personal representatives, successors and assigns.

Very truly yours,

/s/ W. CURTIS OVERSTREET
- -----------------------------------
W. Curtis Overstreet
President/CEO

<PAGE> 4

EXHIBIT (1)

May 1, 1998

Mr. W. Curtis Overstreet
12801 N. Stemmons Frwy #710
Dallas, Texas 75234

RE: Option Agreement

Dear Curtis:

Effective May 1, 1998, the Board of Directors of MigraTEC, Inc., is pleased to
grant you an Option for the purchase of the Company's Common Stock at a price
of $0.20 per share as set forth below. This Option replaces those previously
granted pursuant to your employment agreement dated April 10, 1997.

1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.

2. Rights and Privileges. The right to purchase 6,000,000 shares of
Stock, of which 50% are fully vested as of the date of this grant,
with the remaining 3,000,000 shares vesting at a rate of 125,000
shares at the end of each month for the next 24 months, exercisable
anytime during employment. The right to an appropriate and
proportionate adjustment in the number or kind of shares subject to
the unexercised portion of your Option or in the purchase price per
share under your Option in the event that the Company's outstanding
shares are increased, decreased, exchanged or otherwise adjusted due
to a share dividend, forward or reverse share split,
recapitalization, reorganization, merger, consolidation, combination
or exchange of shares.

3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.

5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

A. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or

<PAGE> 5
impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not
less than 12 months.

6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.

Very truly yours,

/s/ DEANE C. WATSON, JR.
- -----------------------------------
Deane C. Watson, Jr.
Director/Compensation Committee Chairman

<PAGE> 6

EXHIBIT (1)

May 1, 1998

Mr. Rick J. Johnson
14026 Prestwick Drive
Farmers Branch, Texas 75234

RE: Option Agreement

Dear Rick:

1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.

2. Rights and Privileges. The right to purchase 1,500,000 shares of
Stock, of which 50% are fully vested as of the date of this grant,
with the remaining 750,000 shares vesting at a rate of 31,250 shares
at the end of each month for the next 24 months, exercisable anytime
during employment. The right to an appropriate and proportionate
adjustment in the number or kind of shares subject to the unexercised
portion of your Option or in the purchase price per share under your
Option in the event that the Company's outstanding shares are
increased, decreased, exchanged or otherwise adjusted due to a share
dividend, forward or reverse share split, recapitalization,
reorganization, merger, consolidation, combination or exchange of
shares.

3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.

5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

A. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or

<PAGE> 7

impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not
less than 12 months.

6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.

Very truly yours,

/s/ W. CURTIS OVERSTREET
- -----------------------------------
W. Curtis Overstreet
President/CEO

<PAGE> 8

EXHIBIT (1)

May 1, 1998

Mr. Joseph B. Meredith
4515 Shenandoah
Dallas, Texas 75205

RE: Option Agreement

Dear Joe:

1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.

2. Rights and Privileges. The right to purchase 1,200,000 shares of
Stock, of which 50% are fully vested as of the date of this grant,
with the remaining 600,000 shares vesting at a rate of 25,000 shares
at the end of each month for the next 24 months, exercisable anytime
during employment. The right to an appropriate and proportionate
adjustment in the number or kind of shares subject to the unexercised
portion of your Option or in the purchase price per share under your
Option in the event that the Company's outstanding shares are
increased, decreased, exchanged or otherwise adjusted due to a share
dividend, forward or reverse share split, recapitalization,
reorganization, merger, consolidation, combination or exchange of
shares.

3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.

5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

A. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or

<PAGE> 9

impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not
less than 12 months.

6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.

Very truly yours,

/s/ W. CURTIS OVERSTREET
- -----------------------------------
W. Curtis Overstreet
President/CEO

<PAGE> 10

EXHIBIT (1)

May 1, 1998

Mr. Benjamin Swirsky
350 Fairlawn Avenue
Toronto, Ontario
Canada M5M-1T6

RE: Option Agreement

Dear Ben:

1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.

2. Rights and Privileges. The right to purchase 1,200,000 shares of
Stock, vesting at a rate of 50,000 shares at the end of each month
for the next 24 months, exercisable through May 1, 2002. The right to
an appropriate and proportionate adjustment in the number or kind of
shares subject to the unexercised portion of your Option or in the
purchase price per share under your Option in the event that the
Company's outstanding shares are increased, decreased, exchanged or
otherwise adjusted due to a share dividend, forward or reverse share
split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares.

3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.

5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

A. The expiration date for the Option specified in Section 2 of
this letter; or

B. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or

C. The expiration of 12 months following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your death or by reason of your permanent

<PAGE> 11

disability. As used herein, "permanent disability" means your
inability to engage in any substantial gainful activity by
reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not
less than 12 months.

6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.

Very truly yours,

/s/ W. CURTIS OVERSTREET
- -----------------------------------
W. Curtis Overstreet
President/CEO

<PAGE> 12

EXHIBIT (1)

May 1, 1998

Mr. Deane C. Watson, Jr.
1800 Preston Park Blvd #115
Plano, Texas 75093

RE: Option Agreement

Dear Deane:

1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.

2. Rights and Privileges. The right to purchase 1,000,000 shares of
Stock, vesting at a rate of 41,667 shares at the end of each month
for the next 24 months, exercisable through May 1, 2002. The right to
an appropriate and proportionate adjustment in the number or kind of
shares subject to the unexercised portion of your Option or in the
purchase price per share under your Option in the event that the
Company's outstanding shares are increased, decreased, exchanged or
otherwise adjusted due to a share dividend, forward or reverse share
split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares.

3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.

5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

A. The expiration date for the Option specified in Section 2 of
this letter; or

B. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or

C. The expiration of 12 months following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your death or by reason of your permanent disability. As used
herein, "permanent disability" means your inability to engage in
any

<PAGE> 13

substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to
last for a continuous period of not less than 12 months.

6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.

Very truly yours,

/s/ W. CURTIS OVERSTREET
- -----------------------------------
W. Curtis Overstreet
President/CEO

<PAGE> 14

EXHIBIT (1)

May 1, 1998

Mr. Richard A. Gray, Jr.
4430 Bordeaux
Dallas, Texas 75205

RE: Option Agreement

Dear Rick:

Effective May 1, 1998, the Board of Directors of MigraTEC, Inc., is pleased to
grant you an Option for the purchase of the Company's Common Stock at a price
of $0.20 per share as set forth below.

1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.

3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.

5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

A. The expiration date for the Option specified in Section 2 of
this letter; or

B. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or

<PAGE> 15

impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not
less than 12 months.

6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.

Very truly yours,

/s/ W. CURTIS OVERSTREET
- -----------------------------------
W. Curtis Overstreet
President/CEO

<PAGE> 16

EXHIBIT (1)

May 1, 1998

Mr. Marcus R. Rowan
4514 Travis Street #218
Dallas, Texas 75205

RE: Option Agreement

Dear Marc:

Effective May 1, 1998, the Board of Directors of MigraTEC, Inc., is pleased to
grant you an Option for the purchase of the Company's Common Stock at a price
of $0.20 per share as set forth below.

1. Type of Option. You are granted an Assignable and Transferable
Non-Qualified Stock Option.

2. Rights and Privileges. The right to purchase 1,100,000 shares of
Stock, vesting at a rate of 45,833 shares at the end of each month
for the next 24 months, exercisable through May 1, 2002. The right to
an appropriate and proportionate adjustment in the number or kind of
shares subject to the unexercised portion of your Option or in the
purchase price per share under your Option in the event that the
Company's outstanding shares are increased, decreased, exchanged or
otherwise adjusted due to a share dividend, forward or reverse share
split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares.

3. Time of Exercise. The Option may be exercised at any time, and from
time to time, either in whole or in part, as you become vested in the
shares underlying the Option.

5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

A. The expiration date for the Option specified in Section 2 of
this letter; or

B. The expiration of 30 days following the date your employment
terminates with the Company or any of its subsidiaries by reason
of your resignation; or B.

<PAGE> 17

impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not
less than 12 months.

6. Securities Laws. The Option and the shares of Stock underlying the
Option will be registered under the Securities Act of 1933, as
amended.

Very truly yours,

/s/ W. CURTIS OVERSTREET
- -----------------------------------
W. Curtis Overstreet
President/CEO

<PAGE> 1

EXHIBIT (2)

Letter Agreements regarding Modification of Stock Options
between MigraTEC, Inc., and:
Mark C. Myers,
W. Curtis Overstreet,
Rick J. Johnson,
Joseph B. Meredith,
Benjamin Swirsky,
Deane C. Watson, Jr.,
Richard A. Gray, Jr., and
Marcus R. Rowan

<PAGE> 2

EXHIBIT (2)

September 7, 1999

Mr. Mark C. Myers
1913 Deerfield Drive
Plano, Texas 75023

Re: Letter Agreement regarding Modification of Stock Options

Dear Mark:

Pursuant to our discussions, this letter agreement will act as a modification of
your employment agreement and any other agreements which MigraTEC, Inc., may
have with you with regard to any and all common stock options previously granted
to you by MigraTEC. It is understood, in this regard, that you are in agreement
with a reduction of the number of stock option shares currently granted to you
in exchange for certain consideration from MigraTEC set forth below.

The specific agreed upon changes to your stock option are as follows:

1) The total number of shares in your stock option are hereby reduced from
900,000 shares to 450,000 shares at an exercise price of $.20 per
share.

2) Your right to exercise all or any portion of the 450,000 shares covered
by your revised option, by tendering the appropriate payment to
MigraTEC, is fully vested as of the date of this letter agreement and
shall remain in effect for a period of four years after the date of any
termination of your employment with MigraTEC, whether on a voluntary or
involuntary basis.

3) MigraTEC agrees to file a registration statement covering the shares
underlying your stock option on or before October 15, 1999.

4) Your right to 3 weeks of paid vacation per year shall vest immediately.

To indicate your acceptance of the terms and conditions of this letter agreement
and the modifications to your current stock option rights with MigraTEC, please
sign both originals of this letter agreement and return one original to me.
Thank you for your cooperation in this matter.

Sincerely,

/s/ W. CURTIS OVERSTREET
---------------------------
W. Curtis Overstreet
President, CEO and Director

Agreed and Accepted:

/s/ MARK C. MYERS
- --------------------------
Mark C. Myers

1
<PAGE> 3

EXHIBIT (2)

September 7, 1999

Mr. W. Curtis Overstreet
12801 N. Stemmons Frwy #710
Dallas, Texas 75234

Re: Letter Agreement regarding Modification of Stock Options

Dear Curtis:

The specific agreed upon changes to your stock option are as follows:

1) The total number of shares in your stock option are hereby reduced from
6,000,000 shares to 3,000,000 shares at an exercise price of $.20 per
share.

2) Your right to exercise all or any portion of the 3,000,000 shares
covered by your revised option, by tendering the appropriate payment to
MigraTEC, is fully vested as of the date of this letter agreement and
shall remain in effect for a period of four years after the date of any
termination of your employment with MigraTEC, whether on a voluntary or
involuntary basis.

3) MigraTEC agrees to file a registration statement covering the shares
underlying your stock option on or before October 15, 1999.

4) Your right to 3 weeks of paid vacation per year shall vest immediately.

Sincerely,

/s/ DEANE C. WATSON, JR.
------------------------------
Deane C. Watson, Jr.
Director, Compensation Committee Chairman

Agreed and Accepted:

/s/ W. CURTIS OVERSTREET
- ---------------------------
W. Curtis Overstreet

2
<PAGE> 4

EXHIBIT (2)

September 7, 1999

Mr. Rick J. Johnson
14026 Prestwick Drive
Farmers Branch, Texas 75234

Re: Letter Agreement regarding Modification of Stock Options

Dear Rick:

The specific agreed upon changes to your stock option are as follows:

1) The total number of shares in your stock option are hereby reduced from
1,500,000 shares to 750,000 shares at an exercise price of $.20 per
share.

2) Your right to exercise all or any portion of the 750,000 shares covered
by your revised option, by tendering the appropriate payment to
MigraTEC, is fully vested as of the date of this letter agreement and
shall remain in effect for a period of four years after the date of any
termination of your employment with MigraTEC, whether on a voluntary or
involuntary basis.

3) MigraTEC agrees to file a registration statement covering the shares
underlying your stock option on or before October 15, 1999.

4) Your right to 3 weeks of paid vacation per year shall vest immediately.

Sincerely,

/s/ W. CURTIS OVERSTREET
------------------------------
W. Curtis Overstreet
President, CEO and Director

Agreed and Accepted:

/s/ RICK J. JOHNSON
- -------------------------
Rick J. Johnson

3
<PAGE> 5

EXHIBIT (2)

September 7, 1999

Mr. Joseph B. Meredith
4515 Shenandoah
Dallas, Texas 75205

Re: Letter Agreement regarding Modification of Stock Options

Dear Joe:

The specific agreed upon changes to your stock option are as follows:

1) The total number of shares in your stock option are hereby reduced from
1,200,000 shares to 600,000 shares at an exercise price of $.20 per
share.

2) Your right to exercise all or any portion of the 600,000 shares covered
by your revised option, by tendering the appropriate payment to
MigraTEC, is fully vested as of the date of this letter agreement and
shall remain in effect for a period of four years after the date of any
termination of your employment with MigraTEC, whether on a voluntary or
involuntary basis.

3) MigraTEC agrees to file a registration statement covering the shares
underlying your stock option on or before October 15, 1999.

4) Your right to 3 weeks of paid vacation per year shall vest immediately.

Sincerely,

/s/ W. CURTIS OVERSTREET
------------------------------
W. Curtis Overstreet
President, CEO and Director

Agreed and Accepted:

/s/ JOSEPH B. MEREDITH
- -----------------------
Joseph B. Meredith

4
<PAGE> 6

EXHIBIT (2)

September 7, 1999

Mr. Benjamin Swirsky
350 Fairlawn Avenue
Toronto, Ontario
Canada M5M-1T6

Re: Letter Agreement regarding Modification of Stock Options

Dear Ben:

Pursuant to our discussions, this letter agreement will act as a modification of
the existing options granted to you by MigraTEC, Inc. It is understood, in this
regard, that you are in agreement with a reduction of the number of stock option
shares currently granted to you in exchange for certain consideration from
MigraTEC set forth below.

The specific agreed upon changes to your stock option are as follows:

1) The total number of shares in your stock option are hereby reduced from
1,200,000 shares to 600,000 shares at an exercise price of $.20 per
share.

3) MigraTEC agrees to file a registration statement covering the shares
underlying your stock option on or before October 15, 1999.

Sincerely,

/s/ W. CURTIS OVERSTREET
------------------------------
W. Curtis Overstreet
President, CEO and Director

Agreed and Accepted:

/s/ BENJAMIN SWIRSKY
- --------------------------
Benjamin Swirsky

5
<PAGE> 7

EXHIBIT (2)

September 7, 1999

Mr. Deane C. Watson, Jr.
1800 Preston Park Blvd #115
Plano, Texas 75093

Re: Letter Agreement regarding Modification of Stock Options

Dear Deane:

The specific agreed upon changes to your stock option are as follows:

1) The total number of shares in your stock option are hereby reduced from
1,000,000 shares to 500,000 shares at an exercise price of $.20 per
share.

2) Your right to exercise all or any portion of the 500,000 shares covered
by your revised option, by tendering the appropriate payment to
MigraTEC, is fully vested as of the date of this letter agreement and
shall remain in effect for a period of four years from the date of this
letter.

3) MigraTEC agrees to file a registration statement covering the shares
underlying your stock option on or before October 15, 1999.

Sincerely,

/s/ W. CURTIS OVERSTREET
------------------------------
W. Curtis Overstreet
President, CEO and Director

Agreed and Accepted:

/s/ DEANE C. WATSON, JR.
- --------------------------
Deane C. Watson, Jr.

6
<PAGE> 8

EXHIBIT (2)

September 7, 1999

Mr. Richard A. Gray, Jr.
4430 Bordeaux
Dallas, Texas 75205

Re: Letter Agreement regarding Modification of Stock Options

Dear Rick:

The specific agreed upon changes to your stock option are as follows:

1) The total number of shares in your stock option are hereby reduced from
1,000,000 shares to 500,000 shares at an exercise price of $.20 per
share.

3) MigraTEC agrees to file a registration statement covering the shares
underlying your stock option on or before October 15, 1999.

Sincerely,

/s/ W. CURTIS OVERSTREET
------------------------------
W. Curtis Overstreet
President, CEO and Director

Agreed and Accepted:

/s/ RICHARD A. GRAY, JR.
- --------------------------
Richard A. Gray, Jr.

7
<PAGE> 9

EXHIBIT (2)

September 7, 1999

Mr. Marcus R. Rowan
4514 Travis Street #218
Dallas, Texas 75205

Re: Letter Agreement regarding Modification of Stock Options

Dear Marc:

The specific agreed upon changes to your stock option are as follows:

1) The total number of shares in your stock option are hereby reduced from
1,100,000 shares to 550,000 shares at an exercise price of $.20 per
share.

2) Your right to exercise all or any portion of the 550,000 shares covered
by your revised option, by tendering the appropriate payment to
MigraTEC, is fully vested as of the date of this letter agreement and
shall remain in effect for a period of four years from the date of this
letter.

3) MigraTEC agrees to file a registration statement covering the shares
underlying your stock option on or before October 15, 1999.

Sincerely,

/s/ W. CURTIS OVERSTREET
------------------------------
W. Curtis Overstreet
President, CEO and Director

Agreed and Accepted:

/s/ MARCUS R. ROWAN
- -----------------------
Marcus R. Rowan

<PAGE> 1

EXHIBIT (5)

Opinion of Atlas, Pearlman, Trop & Borkson, P.A.,
relating to the issuance of shares of Common Stock pursuant to
MigraTEC, Inc., Stock Options to
Officers and Directors

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EXHIBIT (5)

October 19, 1999

MigraTEC, Inc.
12801 North Stemmons Freeway, Suite 710
Farmers Branch, Texas 75234

RE: REGISTRATION STATEMENT ON FORM S-8; MIGRATEC, INC.,
STOCK OPTIONS TO OFFICERS AND DIRECTORS

Gentlemen:

This opinion is submitted pursuant to the applicable rules of the Securities
and Exchange Commission with respect to the registration by MigraTEC, Inc. (the
"Company"), and the resale of an aggregate of 6,950,000 shares of Common Stock,
no par value per share, of the Company (the "Shares"). The Shares are issuable
to members of management of the Company upon the exercise of options granted to
such persons in consideration for services performed for the Company.

In our capacity as counsel to the Company, we have examined the original,
certified, conformed, photostat or other copies of the Company's Articles of
Incorporation, By-Laws, the option agreements pursuant to which the options
have been granted (the "Agreements") and various other agreements and corporate
minutes provided to us by the Company and such other documents and instruments
as we deemed necessary. In all such examinations, we have assumed the
genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies. In passing upon certain corporate records and
documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and we
express no opinion thereon.

Based upon and in reliance of the foregoing, we are of the opinion that the
Shares to be issued upon exercise of the options granted pursuant to the
Agreements, when issued in accordance with the terms thereof, will be validly
issued, fully paid and non-assessable.

We hereby consent to the use of this opinion in the Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission.

Very truly yours,

ATLAS, PEARLMAN, TROP & BORKSON, P.A.

/s/ ATLAS, PEARLMAN, TROP & BORKSON, P.A.
- -------------------------------------------

JMS/bb

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EXHIBIT (24.2)

Consent of King Griffin & Adamson P.C.

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EXHIBIT (24.2)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement of
MigraTEC, Inc., on Form S-8 of our report dated April 19, 1999, on our audits
of the consolidated financial statements of MigraTEC, Inc., and Subsidiary as
of December 31, 1998 and 1997, and for the years ended December 31, 1998 and
1997, which is incorporated by reference in MigraTEC, Inc.'s, Annual Report on
Form 10-KSB for the year ended December 31, 1998.

KING GRIFFIN & ADAMSON P.C.

Dallas, Texas
October 19, 1999