As filed with the Securities and Exchange Commission on
              August 18, 1995

                                                 Registration No. ___________


                             SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C.  20549

                                          FORM S-8

                                   REGISTRATION STATEMENT
                              UNDER THE SECURITIES ACT OF 1933

                                    Xscribe Corporation          
                            ---------------------------------------
                   (Exact name of registrant as specified in its charter)

               California                                         95-3267788 
              ------------                                       ------------
              (State or other jurisdiction of                   (IRS Employer
              incorporation or organization)              Identification No.)

                                   6285 Nancy Ridge Drive
                                San Diego, California  92121
                                       (619) 457-5091
               (Address, including zip code, and telephone number, including
                  area code, of registrant's principal executive offices)

                                   1994 STOCK OPTION PLAN
                                    (Full title of plan)

                                       Suren G. Dutia
                                    Xscribe Corporation
                                   6285 Nancy Ridge Drive
                                San Diego, California  92121
                                       (619) 457-5091
                (Name, address, including zip code, and telephone number of
                               agent for service of process)


                                          Copy to:

                                 Barbara L. Borden, Esquire
                            Sheppard, Mullin, Richter & Hampton
                               501 West Broadway, 19th Floor
                                San Diego, California  92101
                                       (619) 338-6500







                              EXHIBIT INDEX ON PAGE 10

                                     Page 1 of 31                    <PAGE>     
 

              _______________________________________________________________
              _______________________________________________________________
                                        Proposed    Proposed
              Title of                  Maximum     Maximum
              Securities   Amount       Offering    Aggregate    Amount of
              to be        to be        Price per   Offering     Registration
              Registered   Registered   Share<F**>  Price<F**>   Fee
                           <F*>

              _______________________________________________________________
              _______________________________________________________________


              Common         333,333    $1.0625      $354,167    $122        
              Stock                                                      
              _______________________________________________________________
              _______________________________________________________________

              [FN]
              <F*>  Consists of shares of common stock which are issuable
                    under Xscribe Corporation 1994 Stock Option Plan plus
                    such additional number of shares as may be required
                    pursuant to the Plan in the event of a future stock
                    dividend, stock split, reverse stock split,
                    recapitalization or other similar change in the common
                    stock of Xscribe Corporation.

              <F**> Estimated only for the purpose of calculating the
                    registration fee, and based on the closing bid of shares
                    of Xscribe common stock on August 14, 1995, as reported
                    by the National Association of Securities Dealer
                    Automated Quotation System Small Cap tier.























                                                                       

                                     Page 2 of 31                    <PAGE>     


                                          PART II


              Item 3    INCORPORATION OF DOCUMENTS BY REFERENCE
                        ---------------------------------------
                        The following documents filed with the Securities and
              Exchange Commission ("Commission") are incorporated herein by
              reference:

                        (a)  Xscribe Corporation's (the "Company") Annual
              Report on Form 10-K for the fiscal year ended March 31, 1995;

                        (b)  The Company Quarterly Report on Form 10-Q for
              the fiscal quarter ended June 30, 1995;

                        (c)  All other reports filed by the Company pursuant
              to Section 13(d) or 15(d) of the Securities Exchange Act of
              1934, as amended ("Exchange Act"), since the end of the
              Company's fiscal year ended March 31, 1995; and

                        (d)  The description of the Company's shares of
              Common Stock contained in the Company's Form 8-A Registration
              Statement (No. 33-14172) filed with the Commission on July 22,
              1987.

                        All documents subsequently filed by the Company
              pursuant to Section 13(a), 13(c), 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 de-registers all securities then remaining unsold, shall
              be deemed to be incorporated by reference into this
              Registration Statement and to be a part hereof from the date of
              filing of such documents.


              Item 4    DESCRIPTION OF SECURITIES
                        -------------------------
                        Not Applicable


              Item 5    INTEREST OF NAMED EXPERTS AND COUNSEL
                        -------------------------------------
                        Not Applicable


              Item 6    INDEMNIFICATION OF DIRECTORS AND OFFICERS
                        -----------------------------------------
                        The Articles of Incorporation of the Company
              eliminate the personal liability of directors of the Company
              for monetary damages in derivative actions for breach of a
              director's duty to the Company to the fullest extent allowed
              under California law.  The Articles of Incorporation and Bylaws



                                                                       

                                     Page 3 of 31                    <PAGE>     


              of the Company also provide for indemnification of directors,
              officers and other agents of the Company to the fullest extent
              allowed by law. The Company also has entered into
              indemnification agreements with directors, officers and certain
              key employees that provide for indemnification to the maximum
              extent permitted by law and provide for advances of defense
              costs and expenses, subject to an undertaking to repay the
              advanced amounts if the person ultimately is not entitled to
              indemnification.

                        Directors, officers and other agents may be
              indemnified for judgments, fines, settlements or other amounts
              paid in the resolution of claims brought by a third party if
              the indemnified person acted in good faith and in a manner that
              the indemnified person reasonably believed to be in the best
              interest of a corporation and its shareholders, and in the case
              of a criminal proceeding, the indemnified person had no
              reasonable cause to believe the conduct was unlawful.  In
              derivative actions and actions brought by the Company,
              directors, officers and other agents may be entitled to
              indemnification against expenses incurred for the defense or
              settlement of such action if the indemnified person acted in
              good faith in a manner that person believed to be in the best
              interest of the corporation and its shareholders and with such
              care, including reasonable inquiry, as an ordinarily prudent
              person in like position would have used under similar
              circumstances.

                        The Company currently maintains insurance policies in
              the total amount of $5,000,000.00 that cover directors' and
              officers' liability.  The Company has a separate executive risk
              policy that insures against fiduciary liability, commercial
              crime, kidnap/ransom and extortion.

                        Insofar as indemnification for liabilities arising
              under the Securities Act may be permitted to directors and
              officers pursuant to the indemnification provisions described
              above, the Company has been informed that in the opinion of the
              Commission such indemnification is against public policy as
              expressed in the Securities Act and is therefore unenforceable.


              Item 7    EXEMPTION FROM REGISTRATION CLAIMED
                        -----------------------------------
                        Not Applicable










                                                                       

                                     Page 4 of 31                    <PAGE>     


              Item 8            EXHIBITS
                                --------
                        4.1     Restated Articles of Incorporation of the
                                Company<F*>

                        4.1(a)  Certificate of Amendment of Amended and
                                Restated Articles of Incorporation

                        4.2     Bylaws of the Company<F*>

                        4.3     Copy of the Xscribe Corporation 1994 Stock
                                Option Plan

                        4.4     Sample Incentive Stock Option Agreement and
                                Sample Nonqualified Stock Option Agreement

                        5.1     Opinion of Sheppard, Mullin, Richter &
                                Hampton

                        24.1    Consent of Sheppard, Mullin, Richter &
                                Hampton (included in Exhibit 5.1)

                        24.2    Independent Auditors' Consent

                        28.1    List of Subsidiaries
              [FN]
              <F*> Incorporated by reference to Registration Statement on
                   Form S-8 (Registration No. 33-72122) filed with the
                   Securities and Exchange Commission on November 24, 1993.


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

                             (iii)  to include any material information with
              respect to the plan of distribution not previously disclosed in




                                                                       

                                     Page 5 of 31                    <PAGE>     
 

              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 Section 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.

                        The undersigned registrant hereby undertakes that,
              for purposes of determining any liability under the Securities
              Act of 1933, each filing of the registrant's annual report
              pursuant to Section 13(a) or Section 15(d) of the Securities
              Exchange Act of 1934 (and, where applicable, each filing of an
              employee benefit plan's annual report pursuant to Section 15(d)
              of the Securities Exchange Act of 1934) that is incorporated by
              reference in the registration statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall
              be deemed to be the initial bona fide offering thereof.

                        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 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 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 of
              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 a appropriate jurisdiction the question
              whether such indemnification by it is against public policy as



                                                                       

                                     Page 6 of 31                    <PAGE>     
 

              expressed in the Act and will be governed by the final
              adjudication of such issue.





















































                                                                       

                                     Page 7 of 31                    <PAGE>     
 

                                         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
              San Diego, State of California, on August 17, 1995.


                                       XSCRIBE CORPORATION

                                          /s/ Suren G. Dutia
                                       By ---------------------------------
                                          Suren G. Dutia, President and
                                          Chief Executive Officer


                                          /s/ Bruce C. Myers
                                       By ---------------------------------
                                          Bruce C. Myers, Chief Operating
                                          Officer; Chief Financial Officer;
                                          and Secretary


                        Pursuant to the requirements of the Securities Act of
              1933, the Registration Statement shall be signed by the
              following persons in the capacities and on the dates indicated.



              SIGNATURE                      CAPACITY                 DATE
              ---------                      --------                 ----
                                             Chairman of the
                                             Board; President;
              /s/ Suren G. Dutia             Chief Executive          8/17/95
              -----------------------        Officer
              Suren G. Dutia



              /s/ Bruce C. Myers             Chief Financial          8/17/95
              -----------------------        Officer
              Bruce C. Myers


              /s/ Peter B. Harker            Controller; Principal
              -----------------------        Accounting Officer       8/17/95
              Peter B. Harker

                            [SIGNATURES CONTINUED ON NEXT PAGE]



                                                                       

                                     Page 8 of 31                    <PAGE>     
 


              /s/ Donald R. Miller, Jr.
              -----------------------        Director                 8/17/95
              Donald R. Miller, Jr.


              /s/ Patrick W. Moore
              -----------------------        Director                 8/17/95
              Patrick W. Moore


              /s/ Jukka V. Norokorpi
              -----------------------        Director                 8/17/95
              Jukka V. Norokorpi


              /s/ Ira S. Sharp
              -----------------------        Director                 8/17/95
              Ira S. Sharp


              /s/ John F. Staley
              -----------------------        Director                 8/17/95
              John F. Staley


              /s/ Evan A. Wyly
              -----------------------        Director                 8/17/95
              Evan A. Wyly

























                                                                       



                                     Page 9 of 31                    <PAGE>     
 
                                       EXHIBIT INDEX
                                       -------------


              No.            Description                                Page
              --------------------------------------------------------------

              4.1       Restated Articles of Incorporation of the
                        Company<F*>

              4.1(a)    Certificate of Amendment of Amended and
                        Restated Articles of Incorporation               11

              4.2       Bylaws of the Company<F*>

              4.3       Copy of the Xscribe Corporation 1994 Stock
                        Option Plan                                      13

              4.4       Sample Incentive Stock Option Agreement and
                        Sample Nonqualified Stock Option Agreement       23

              5.1       Opinion of Sheppard, Mullin, Richter &
                        Hampton                                          29

              24.1      Consent of Sheppard, Mullin, Richter &
                        Hampton (included in Exhibit 5.1)                29

              24.2      Independent Auditors' Consent                    30

              28.1      List of Subsidiaries                             31


              [FN]
              <F*> Incorporated by reference to Registration Statement on
                   Form S-8 (Registration No. 33-72122) filed with the
                   Securities and Exchange Commission on November 24, 1993.



















                                                                       

                                     Page 10 of 31                   <PAGE>     
 

                                       EXHIBIT 4.1(a)

                                  CERTIFICATE OF AMENDMENT
                                             OF
                                    AMENDED AND RESTATED
                                ARTICLES OF INCORPORATION OF
                                    XSCRIBE CORPORATION

                        Suren G. Dutia and Bruce C. Myers certify that:

                        1.   We are, respectively, the President and
              Secretary of Xscribe Corporation, a California corporation (the
              "Corporation").

                        2.   Article III of the Articles of Incorporation of
              the Corporation is amended to read as follows:

                                        ARTICLE III
                                        -----------
                        The Corporation is authorized to issue two
                        classes of shares of capital stock to be
                        designated respectively Common Stock and
                        Preferred Stock.  The number of shares of
                        Common Stock authorized is 30,000,000.  The
                        number of shares of Preferred Stock
                        authorized is 3,173,275.  The Preferred
                        Stock may be issued in one or more series. 
                        The Board of Directors is authorized to fix
                        the number of any such series of Preferred
                        Stock and to determine the designation of
                        any such series.  The Board of Directors is
                        further authorized to determine or alter
                        the rights, preferences, privileges, and
                        restrictions granted to or imposed upon any
                        wholly unissued series of Preferred Stock,
                        and within the limits and restrictions
                        stated in any resolution or resolutions of
                        the Board of Directors originally fixing
                        the number of shares constituting any
                        series, to increase or decrease (but not
                        below the number of shares of such series
                        then outstanding) the number of shares of
                        any such series subsequent to the issue of
                        shares of that series.  Upon amendment of
                        Article III of these Articles of
                        Incorporation to read as herein set forth,
                        every three outstanding shares of Common
                        Stock shall be combined and converted into
                        one share of Common Stock;

              and




                                            -1-                        

                                     Page 11 of 31                   <PAGE>     
 

                        3.   The foregoing amendment of Article III of the
              Articles of Incorporation has been duly approved by the Board
              of Directors of the Corporation.

                        4.   The foregoing amendment to Article III was
              approved by the required vote of the shareholders of the
              Corporation in accordance with Section 903 of the California
              Corporation Code; the total number of outstanding shares of
              each class entitled to vote with respect to the foregoing
              amendment was 17,048,338 shares of Xscribe common stock; and
              the number of shares of common stock voting in favor of the
              foregoing amendment equaled or exceeded to vote required, such
              required vote being a majority of the outstanding shares of
              common stock.

                        WE FURTHER DECLARE under penalty of perjury and the
              laws of this State of California that the matter set forth
              above are true and correct of our own knowledge.


              Dated:  August 15, 1994           Dated: August 12, 1994


                   /s/ Suren G. Dutia                 /s/ Bruce C. Myers
              By   ---------------------        By    --------------------
                   Suren G. Dutia,                    Bruce C. Myers
                   President                          Secretary




























                                            -2-                        

                                     Page 12 of 31                   <PAGE>     
 

                                        EXHIBIT 4.3

                                    XSCRIBE CORPORATION

                                   1994 STOCK OPTION PLAN
                                   ----------------------


                   1.   Purpose and Scope.
                        -----------------
                        The purposes of this 1994 Stock Option ("Plan") of
              Xscribe Corporation, a California corporation ("Company"), are
              to encourage stock ownership by employees of the Company and
              its subsidiaries, to provide an incentive for such employees to
              improve the profits of the Company and its subsidiaries, and to
              assist the Company and its subsidiaries in attracting,
              retaining and motivating employees by providing them with an
              opportunity to participate in the Company's growth through
              stock ownership.

                        Options granted under this Plan may be either
              nonqualified options or incentive stock options intended to
              qualify under Section 422 of the Internal Revenue Code of 1986,
              as amended.

                   2.   Definitions.
                        -----------
                        Unless otherwise required by the context:

                        2.1  "Board" shall mean the Board of Directors of the
              Company.

                        2.2  "Committee" means the Compensation Committee of
              the Board of Directors consisting of two or more members of the
              Board who are not employees of the Company.

                        2.3  "Company" shall mean Xscribe Corporation, a
              California corporation.

                        2.4  "Code" shall mean the Internal Revenue Code of
              1986, as amended.

                        2.5  "Exercise Price" shall mean the price for which
              one share of Stock may be purchased upon exercise of an Option,
              as determined in Section 6 below and as specified in the
              applicable Stock Option Agreement.

                        2.6  "Fair Market Value" shall mean the mean between
              the closing bid and asked price of the Stock in the over-the-
              counter market as quoted on NASDAQ on the date in issue unless
              the Committee in good faith determines that another amount is




                                            -1-                        

                                     Page 13 of 31                   <PAGE>     
 

              the fair market value.  Such determination shall be conclusive
              and binding on all persons.

                        2.7  "ISO" shall mean an employee incentive stock
              option described in Section 422(b) of the Code.

                        2.8  "Nonqualified Option" shall mean any Option not
              described in Sections 422(b) or 423(b) of the Code.

                        2.9  "Option" shall mean a right to purchase Stock,
              granted pursuant to the Plan.

                        2.10  "Participant" shall mean an officer or employee
              of the Company, or of any subsidiary of the Company, to whom an
              Option is granted under the Plan.

                        2.11  "Permanent Disability" shall mean that
              Participant is unable to engage in any substantial gainful
              activity by reason of any medically determinable physical or
              mental impairment that can be expected to result in death, or
              that has lasted, or can be expected to last, for a continuous
              period of not less than one year.

                        2.12  "Plan" shall mean this Xscribe Corporation 1994
              Stock Option Plan.

                        2.13  "Stock" shall mean the common stock of the
              Company, without par value.

                        2.14  "Stock Option Agreement" shall mean the
              agreement between the Company and the Participant that contains
              the terms, conditions and restrictions pertaining to
              Participant's Option.

                   3.   Administration.
                        --------------
                        The Plan shall be administered by the Committee.  Two
              members of the Committee shall constitute a quorum for the
              transaction of business. The acts of a majority of the
              Committee members present at meeting as which a quorum is
              present, or acts approved in writing by all Committee members,
              shall be valid acts of the Committee.  The Committee shall be
              responsible for the operation of the Plan and for determining
              to whom Options are granted under the Plan and the timing,
              pricing, vesting schedule and amount of Options granted under
              the Plan.  The interpretation and construction of any provision
              of the Plan by the Committee shall be final. In the absence of
              a Committee, the Plan shall be administered by the Board of
              Directors in the same manner and with the same authority as the
              Committee.  No member of the Board or the Committee shall be
              liable for any action or determination made by such member in
              good faith.



                                            -2-                        

                                     Page 14 of 31                   <PAGE>     
 

                   4.   Eligibility.
                        -----------
                        The Committee may grant Options to any employee or
              officer the Company or its subsidiaries.  However, no person
              who beneficially owns more than 10% of the combined voting
              power of the Company's securities is eligible to participate in
              the Plan and no nonemployee director is eligible to participate
              in the Plan.  Options may be awarded by the Committee at any
              time and from time-to-time to new Participants, or to then
              Participants, or to a greater or lesser number of Participants,
              and may include or exclude previous Participants, as the
              Committee shall determine.  Options granted at different times
              need not contain similar provisions.

                   5.   Stock to be Optioned.
                        --------------------
                        5.1  NUMBER OF SHARES.  Subject to the provisions
              below, the maximum number of shares of Stock that may be
              optioned or sold under the Plan is 333,333 shares.  Such shares
              may be authorized but unissued shares or outstanding shares
              acquired in the market or from private sources.  In the event
              any shares of Stock are subject to an Option which, for any
              reason, expires or is terminated unexercised as to such shares,
              such shares again shall become available for issuance under the
              Plan.  Notwithstanding the foregoing, to the extent required by
                260.140.45 of the Rules of the California Corporations
              Commissioner or a replacement or successor rule, the total
              number of Shares that may be optioned or sold under the Plan
              together with all other shares of the Company's common stock
              subject to outstanding options (excluding options excludible
              under such rule), bonus plans and similar plans shall not
              exceed 30% of the outstanding shares of common stock of the
              Company (treating as outstanding convertible preferred or
              senior common stock).

                        5.2  INCENTIVE STOCK OPTIONS.  Only common-law
              employees of the Company or a subsidiary of the Company shall
              be eligible for grants of ISOs.

                        5.3  NONQUALIFIED OPTIONS.  All eligible participants
              in the Plan may be granted Nonqualified Options.

                        5.4  CORPORATE EVENTS.
                             ----------------
                             (a)  In the event of any stock dividend, stock
              split, exchange of shares, recapitalization, subdivision or
              consolidation of shares, or other similar transaction, the
              number of shares subject to each outstanding Option, and the
              Exercise Price per share, shall be proportionately adjusted,
              and any other appropriate changes in the Options outstanding




                                            -3-                        



                                     Page 15 of 31                   <PAGE>     
 
              shall be made by the Committee, whose determination as to any
              of such matters shall be conclusive.

                             (b)  In the event the Company shall be a party
              to a transaction involving a sale of substantially all of its
              assets or a merger or a consolidation in which the Company will
              not be the surviving corporation, then all unexercised Options
              may be cancelled by the Company as of the effective date of any
              such transaction by giving written notice to the holders
              thereof of its intention to do so and by permitting the
              exercise, during the 30-day period preceding the effective date
              of such transaction, of all partly or wholly unexercised
              Options in full (whether or not such Options were by their
              terms then exercisable).  If the unexercised Options are
              assumed by the surviving corporation, then any Options so
              assumed shall be immediately exercisable and fully vested
              (whether or not such Options were by their terms then
              exercisable).

                             (c)  In the case of dissolution of the Company
              (other than a dissolution following a sale of substantially all
              of the Company's assets), every Option outstanding shall
              terminate; provided, however, that the Participant shall have
              30 days prior written notice of such event, during which time
              the Participant shall have the right to exercise any partly or
              wholly unexercised Option in full (whether or not such Options
              were by their terms then exercisable).

                   6.   Exercise Price.
                        --------------
                        Each Stock Option Agreement shall specify the
              Exercise Price.  The Exercise Price of an ISO shall not be less
              than 100% of the Fair Market Value of a Share on the date of
              grant. The Exercise Price of a Nonqualified Option shall not be
              less than 85% of the Fair Market Value of a Share on the date
              of grant.  Subject to the preceding two sentences, the Exercise
              Price under any Option shall be determined by the Committee at
              its sole discretion.  The Exercise Price shall be payable in a
              form described in Section 8 below.

                   7.   Terms and Conditions of Options.
                        -------------------------------
                        Options granted pursuant to the Plan shall be
              authorized by the Committee and shall be evidenced by Stock
              Option Agreements in such form as the Committee shall from
              time-to-time approve.  Such agreements shall comply with and be
              subject to the following terms and conditions:

                        7.1  NUMBER OF SHARES.  Each Stock Option Agreement
              shall specify the number of Shares that are subject to the
              Option and shall provide for the adjustment of such number in
              accordance with Section 5.4(a). The Stock Option Agreement



                                            -4-                        

                                     Page 16 of 31                   <PAGE>     
 

              shall also specify whether the Option is an ISO or a
              Nonqualified Option.

                        7.2  WITHHOLDING TAXES.  As a condition to the
              exercise of an Option, the Participant shall make such
              arrangements as the Committee may require for the satisfaction
              of any federal, state, local or foreign withholding tax
              obligations that may arise in connection with such exercise. 
              The Participant shall also make such arrangements as the
              Committee may require for the satisfaction of any federal,
              state, local or foreign withholding tax obligations that may
              arise in connection with the disposition of Shares acquired by
              exercising an Option.

                        7.3  EXERCISABILITY.  Each Stock Option Agreement
              shall specify the date when all or any installment of the
              Option is to become exercisable.  An Option shall become
              exercisable at least as rapidly as set forth in the following
              schedule:

                        Anniversary of           Percentage of Shares
                        Date of Grant                 Exercisable    
                        --------------           --------------------

                             First                         20%

                             Second                        40%

                             Third                         60%

                             Fourth                        80%

                             Fifth                         100%

                             Subject to the preceding sentence, the vesting
              of any Option shall be determined by the Committee at its sole
              discretion.  The only condition to the vesting of any Option in
              accordance with the schedule determined by the Committee is
              continuous employment through to the scheduled vesting date.  A
              Stock Option Agreement (or amendment thereof) may provide for
              accelerated exercisability in the event of the Participant's
              death or Permanent Disability and shall provide for accelerated
              exercisability in accordance with Section 5.4 above.

                        7.4  TERM.  The Stock Option Agreement shall specify
              the term of the Option.  The term shall not exceed 10 years
              from the date of grant. Subject to the preceding sentence, the
              Committee at its sole discretion shall determine when an Option
              is to expire.

                        7.5  NONTRANSFERABILITY.  No Option shall be
              transferable by the Participant other than by will or by the



                                            -5-                        

                                     Page 17 of 31                   <PAGE>     
 

              laws of descent and distribution.  An Option may be exercised
              during the lifetime of the Participant only by him or by his
              guardian or legal representative.  No Option or interest
              therein may be transferred, assigned, pledged or hypothecated
              by the Participant during his lifetime, whether by operation of
              law or otherwise, or be made subject to execution, attachment
              or similar process.

                        7.6  NO RIGHTS AS A STOCKHOLDER.  A Participant, or a
              transferee of an Participant, shall have no rights as a
              stockholder with respect to any Shares covered by his Option
              until the date of the issuance of a stock certificate for such
              Shares.  No adjustments shall be made, except as provided in
              Section 5.4(a) above.

                        7.7  NO FRACTIONAL SHARES/100 SHARE MINIMUM.  No
              Option or installment thereof shall be exercisable except in
              respect of whole shares, and fractional share interests shall
              be disregarded except that they may be accumulated in
              accordance with the preceding sentence.  No fewer than one
              hundred (100) shares may be purchased at one time unless the
              number purchased is the total number at the time available for
              purchase under the Option.

                        7.8  EXERCISE PROCEDURES.  Options may be exercised
              by giving written notice to the Secretary of the Company
              stating the number of shares of Stock with respect to which the
              Option is being exercised and tendering payment therefor. 
              Payment for shares of Stock shall be made in full at the time
              that an Option, or any part thereof, is exercised.

                        7.9  MODIFICATION, EXTENSION AND ASSUMPTION OF
              OPTIONS.  Within the limitations of the Plan, the Committee may
              modify, extend or assume outstanding Options or may accept the
              cancelation of outstanding Options (whether granted by the
              Company or another issuer) in return for the grant of new
              Options for the same or a different number of Shares and at the
              same or a different Exercise Price.  The foregoing
              notwithstanding, no modification of an Option shall, without
              the consent of the Optionee, impair his rights or increase his
              obligations under such Option.

                   8.   Payment.
                        -------
                        8.1  GENERAL RULE.  The full Exercise Price of Shares
              issued under the Plan shall be payable in cash or certified or
              cashier's check at the time when such Shares are purchased,
              except as provided in Sections 8.2 and 8.3 below. Promptly
              after the exercise of an Option and the payment of the full
              Exercise Price, the Participant shall be entitled to the
              issuance of a stock certificate evidencing ownership of such
              Stock.



                                            -6-                        

                                     Page 18 of 31                   <PAGE>     
 

                        8.2  SURRENDER OF STOCK.  To the extent that a Stock
              Option Agreement so provides, payment may be made all or in
              part with Shares which have already been owned by the
              Participant or his representative for more than six months and
              which are surrendered to the Company in good form for transfer. 
              Such Shares shall be valued at their Fair Market Value on the
              date when the new Shares are purchased under the Plan.

                        8.3  EXERCISE/SALE.  To the extent that a Stock
              Option Agreement so provides or in the sole discretion of the
              Committee, payment may be made all or in part by the delivery
              (on a form prescribed by the Company) of an irrevocable
              direction to a securities broker approved by the Company to
              sell Shares and to deliver all or part of the sales proceeds to
              the Company in payment of all or part of the Exercise Price and
              any withholding taxes.

                   9.   Termination of Employment.
                        -------------------------
                        9.1  TERMINATION OF SERVICE (EXCEPT BY DEATH).  If an
              Participant's service as an employee or officer of the Company
              or of a subsidiary terminates for any reason other than his
              death, then his Option(s) shall expire on the earlier of the
              following occasions:

                             (1)  The expiration date set forth in the
                   Participant's Stock Option Agreement; or

                             (2)  The date 90 days after the termination of
                   service for any reason other than Permanent Disability; or

                             (3)  The date 12 months after the termination of
                   service by reason of Permanent Disability.

              The Participant may exercise all or part of his Option(s) at
              any time before the expiration of such Option(s) under the
              preceding sentence, but only to the extent that such Option(s)
              had become exercisable before his service terminated.  The
              balance of such Option(s) shall lapse when the Participant's
              service terminates.

                        9.2  LEAVES OF ABSENCE.  For purposes of Section 9.1
              above, service shall be deemed to continue while the
              Participant is on military leave, sick leave or other bona fide
              leave of absence (as determined by the Committee).  The
              foregoing notwithstanding, in the case of an ISO granted under
              the Plan, service shall not be deemed to continue beyond the
              first 90 days of such leave, unless the Participant's
              reemployment rights are guaranteed by statute or by contract.





                                            -7-                        



                                     Page 19 of 31                   <PAGE>     
 
                        9.3  DEATH.  If a Participant dies while employed by
              the Company or any of its subsidiaries or while serving as an
              officer of the Company or any of its subsidiaries or within one
              year after cessation of employment or service as an officer due
              to Permanent Disability or within three months after cessation
              of employment for any reason other than Permanent Disability,
              and without having fully exercised such Participant's Options,
              the executors or administrators, or legatees or heirs, of the
              Participant's estate shall have the right to exercise such
              Options at any time within one year after the death of the
              Participant to the extent that such deceased Participant was
              entitled to exercise the Options on the date of death, unless
              such Options would expire pursuant to the their terms at an
              earlier date, in which case such Options shall remain
              exercisable only until the earlier expiration date.

                   10.  No Obligations to Exercise Option.
                        ---------------------------------
                        The granting of an Option shall impose no obligation
              upon the Participant to exercise such Option.

                   11.  Agreement and Representation of Employees.
                        -----------------------------------------
                        As a condition to the exercise of any portion of an
              Option, the Company may require the person exercising such
              Option to represent and warrant at the time of such exercise
              that any shares of stock acquired at exercise are being
              acquired only for investment and without any present intention
              to sell or distribute such shares, if, in the opinion of
              counsel for the Company, such a representation is required
              under the Securities Act of 1933 or any other applicable law,
              regulation, or rule of any governmental agency.

                   12.  Legend.
                        ------
                        The certificates evidencing the Stock acquired upon
              exercise of an Option may bear a legend referring to the terms
              and conditions contained in the Participant's Stock Option
              Agreements and the Company may place a stop transfer order with
              its transfer agent against the transfer of such shares of
              Stock.

                   13.  Legal Requirements.
                        ------------------
                        The obligation of the Company to issue or transfer
              Stock under the Options shall be subject to all applicable
              laws, regulations, rules and approvals, including, the
              effectiveness of a registration statement under the Securities
              Act of 1933 if deemed necessary or appropriate by the Company,
              the qualification of the Options and the Stock reserved for
              issuance upon exercise of Options under the California




                                            -8-                        

                                     Page 20 of 31                   <PAGE>     
 

              Corporate Securities Law and satisfaction of any withholding
              obligation in accordance with Section 7.2 above.

                   14.  No Employment Obligation.
                        ------------------------
                        The granting of an Option shall not impose any
              obligation on the Company to continue to employ the Participant
              or to retain the Participant's services for any period of time.

                   15.  Reservation of Shares of Stock.
                        ------------------------------
                        The Company, during the term of this Plan, will at
              all times reserve and keep available, and will seek or obtain
              from any regulatory body having jurisdiction any requisite
              authority necessary to issue and to sell, the number of shares
              of Stock that shall be sufficient to satisfy the requirements
              of this Plan.  The inability of the Company to obtain from any
              regulatory body having jurisdiction the authority deemed
              necessary by counsel for the Company for the lawful issuance
              and sale of its Stock hereunder shall relieve the Company of
              any liability in respect of the failure to issue or sell Stock
              as to which the requisite authority has not been obtained.

                   16.  Duration and Amendments.
                        -----------------------
                        16.1  TERM OF THE PLAN.  The Plan, as set forth
              herein, shall become effective on the date of its adoption by
              the Board of Directors, subject to the approval of the
              Company's stockholders.  In the event that the stockholders
              fail to approve the Plan on or before the date 12 months after
              its adoption by the Board of Directors, (i) the Plan shall
              terminate, (ii) any Options already granted shall be canceled
              and (iii) any Shares already issued under the Plan shall be
              repurchased by the Company at the original Exercise Price.  The
              Plan shall terminate automatically 10 years after its adoption
              by the Board of Directors and may be terminated on any earlier
              date pursuant to Section 16.2 below.

                        16.2  RIGHT TO AMEND OR TERMINATE THE PLAN.  The
              Board of Directors may amend, suspend or terminate the Plan at
              any time and for any reason; provided, however, that any
              amendment of the Plan that materially increases the number of
              Shares available for issuance under the Plan (except as
              provided in Section 5.4(a)), or that materially changes the
              class of persons who are eligible for participation in the
              Plan, shall be subject to the approval of the Company's
              stockholders.  Stockholder approval shall not be required for
              any other amendment of the Plan.

                        16.3  EFFECT OF AMENDMENT OR TERMINATION.  No Shares
              shall be issued or sold under the Plan after the termination
              thereof, except upon exercise of an Option granted prior to



                                            -9-                        

                                     Page 21 of 31                   <PAGE>     
 

              such termination.  The termination of the Plan, or any
              amendment thereof, shall not affect any Share previously issued
              or any Option previously granted under the Plan (except as
              provided in Section 16.1 above).

                   17.  Execution.
                        ---------
                        To record the adoption of the Plan by the Board of
              Directors effective April 18, 1994, the Company has caused its
              authorized officers to execute the same.

                                       "Company:"

                                       XSCRIBE CORPORATION,
                                       a California corporation


                                          /s/ Suren G. Dutia
                                       By -------------------------------
                                          Suren G. Dutia,
                                          President and Chief Executive
                                          Officer

                                          /s/ Bruce C. Myers
                                       By -------------------------------
                                          Bruce C. Myers
                                          Chief Operating Officer and
                                          Chief Financial Officer



























                                            -10-                       

                                     Page 22 of 31                   <PAGE>     
 

                                        EXHIBIT 4.4

                              INCENTIVE STOCK OPTION AGREEMENT
                                            FOR
                                    XSCRIBE CORPORATION

                                   1994 STOCK OPTION PLAN
                              --------------------------------


                   A.   A STOCK OPTION for a total of ______ shares of Common
              Stock without par value of Xscribe Corporation, a California
              corporation (herein the "Company") is hereby granted to
              _______________________________________________________________
              _______________________________________________________________
              herein the "Participant"), subject in all respects to the terms
              and provisions of the Xscribe Corporation 1994 Stock Option
              Plan (herein the "Plan"), dated April 18, 1994, which has been
              adopted by the Company and by the shareholders of the Company 
              and which is incorporated herein by reference and made a part
              of this Agreement.

                   B.   The Exercise Price is $_____________ per share.

                   C.   This Option is exercisable as follows:

                                                                Percentage
                        From                To                  Exercisable
                        ----                --                  -----------

                   D.   This Option is intended to qualify as an incentive
              stock option described in Section 422(b) of the Internal
              Revenue Code of 1986, as amended.  However, Participant
              acknowledges that this Option may not qualify as an incentive
              stock option or may become a nonqualified option in certain
              circumstances and Xscribe Corporation makes not representation
              or warranty that the Option is qualified as an incentive stock
              option.

                   E.   This Option may not be exercised if the issuance of
              shares of Common Stock of the Company upon such exercise would
              constitute a violation of any applicable Federal and State
              securities or other law or valid regulation.  The Participant,
              as a condition to the exercise of this Option, shall represent
              to the Company that the shares of Common Stock of the Company
              that the Participant acquires under this Option are being
              acquired by the Participant for investment and not with a
              present view to distribution or resale, unless counsel for the
              Company is then of the opinion that such a representation is
              not required under the Securities Act of 1933 or any other
              applicable law, regulation, or rule of any governmental agent.




                                            -1-                        

                                     Page 23 of 31                   <PAGE>     
 

                   F.   This Option may not be transferred in any manner
              otherwise than by will or the laws of descent and distribution,
              and may be exercised during the lifetime of the Participant
              only by the Participant.  The terms of this Option shall be
              binding upon the executors, administrators, heirs, successors,
              and assigns of the Participant.

                   G.   This Option may not be exercised more than ______
              years from the date of its grant, and may be exercised during
              such term only in accordance with the terms of the Plan.

                   [THE FOLLOWING ARE OPTIONAL PROVISIONS]

                   H.   Payment of the Exercise Price may be made all or in
              part with Shares which have already been owned by the
              Participant or his representative for more than six months and
              which are surrendered to the Company in good form for transfer. 
              Such Shares shall be valued at their Fair Market Value (as
              defined in the Plan) on the date when the new Shares are
              purchased under the Plan.

                   I.  Payment of the Exercise Price may be made all or in
              part by the delivery (on a form prescribed by the Company) of
              an irrevocable direction to a securities broker approved by the
              Company to sell Shares and to deliver all or part of the sales
              proceeds to the Company in payment of all or part of the
              Exercise Price and any withholding taxes.


                        Dated: __________________, 19__.

                                       "Company:"

                                       XSCRIBE CORPORATION,
                                       a California corporation


                                          
                                       By __________________________________
                                          Suren G. Dutia,
                                          President and Chief Executive
                                          Officer


                                          
                                       By __________________________________
                                          Bruce C. Myers
                                          Chief Operating Officer and
                                          Chief Financial Officer

                   The Participant acknowledges receipt of a copy of the
              Plan, a copy of which is annexed hereto, and represents that



                                            -2-                        

                                     Page 24 of 31                   <PAGE>     
 

              the Participant is familiar with the terms and provisions
              thereof.  The Participant hereby accepts this Option subject to
              all the terms and provisions of the Plan.  The Participant
              hereby agrees to accept as binding, conclusive, and final all
              decisions and interpretations of the Compensation Committee,
              upon any questions arising under the Plan.  As a condition to
              the issuance of shares of Common Stock of the Company under
              this Option, the Participant authorizes the Company to withhold
              in accordance with applicable law from any regular cash
              compensation payable to the Participant any taxes required to
              be withheld by the Company under federal, state, or local law
              as a result of the Participant's exercise of this Option or as
              a result of Participant's sale of shares of common stock
              acquired upon the exercise of the Option and agrees to pay in
              cash to the Company the amount of withholding that exceeds
              regular cash compensation against which such taxes can be
              withheld during the applicable withholding period.

                   Dated: __________________, 19__.

                                            ________________________________
                                                      Participant

































                                            -3-                        

                                     Page 25 of 31                   <PAGE>     
 

                            NONQUALIFIED STOCK OPTION AGREEMENT
                                            FOR
                                    XSCRIBE CORPORATION

                                   1994 STOCK OPTION PLAN
                            -----------------------------------

                   A.   A STOCK OPTION for a total of ______ shares of Common
              Stock without par value of Xscribe Corporation, a California
              corporation (herein the "Company") is hereby granted to
              _______________________________________________________________
              _______________________________________________________________
              herein the "Participant"), subject in all respects to the terms
              and provisions of the Xscribe Corporation 1994 Stock Option
              Plan (herein the "Plan"), dated April 18, 1994, which has been
              adopted by the Company and by the shareholders of the Company
              and which is incorporated herein by reference and made a part
              of this Agreement.

                   B.   The Exercise Price is $___________ per share.

                   C.   This Option is exercisable as follows:

                                                                Percentage
                        From                To                  Exercisable
                        ----                --                  -----------

                   D.   This Option is not intended to qualify as an
              incentive stock option described in Section 422(b) of the
              Internal Revenue Code of 1986, as amended.  

                   E.   This Option may not be exercised if the issuance of
              shares of Common Stock of the Company upon such exercise would
              constitute a violation of any applicable Federal and State
              securities or other law or valid regulation.  The Participant,
              as a condition to the exercise of this Option, shall represent
              to the Company that the shares of Common Stock of the Company
              that the Participant acquires under this Option are being
              acquired by the Participant for investment and not with a
              present view to distribution or resale, unless counsel for the
              Company is then of the opinion that such a representation is
              not required under the Securities Act of 1933 or any other
              applicable law, regulation, or rule of any governmental agent.

                   F.   This Option may not be transferred in any manner
              otherwise than by will or the laws of descent and distribution,
              and may be exercised during the lifetime of the Participant
              only by the Participant.  The terms of this Option shall be
              binding upon the executors, administrators, heirs, successors,
              and assigns of the Participant.





                                            -4-                        

                                     Page 26 of 31                   <PAGE>     
 

                   G.   This Option may not be exercised more than ______
              years from the date of its grant, and may be exercised during
              such term only in accordance with the terms of the Plan.

                   [THE FOLLOWING ARE OPTIONAL PROVISIONS]

                   H.   Payment of the Exercise Price may be made all or in
              part with Shares which have already been owned by the
              Participant or his representative for more than six months and
              which are surrendered to the Company in good form for transfer. 
              Such Shares shall be valued at their Fair Market Value (as
              defined in the Plan) on the date when the new Shares are
              purchased under the Plan.

                   I.  Payment of the Exercise Price may be made all or in
              part by the delivery (on a form prescribed by the Company) of
              an irrevocable direction to a securities broker approved by the
              Company to sell Shares and to deliver all or part of the sales
              proceeds to the Company in payment of all or part of the
              Exercise Price and any withholding taxes.

                        Dated: __________________, 19__.

                                       "Company:"

                                       XSCRIBE CORPORATION,
                                       a California corporation


                                          
                                       By __________________________________
                                          Suren G. Dutia,
                                          President and Chief Executive
                                          Officer


                                          
                                       By __________________________________
                                          Bruce C. Myers
                                          Chief Operating Officer and
                                          Chief Financial Officer


                   The Participant acknowledges receipt of a copy of the
              Plan, a copy of which is annexed hereto, and represents that
              the Participant is familiar with the terms and provisions
              thereof.  The Participant hereby accepts this Option subject to
              all the terms and provisions of the Plan.  The Participant
              hereby agrees to accept as binding, conclusive, and final all
              decisions and interpretations of the Compensation Committee,
              upon any questions arising under the Plan.  As a condition to
              the issuance of shares of Common Stock of the Company under



                                            -5-                        

                                     Page 27 of 31                   <PAGE>     
 

              this Option, the Participant authorizes the Company to withhold
              in accordance with applicable law from any regular cash
              compensation payable to the Participant any taxes required to
              be withheld by the Company under federal, state, or local law
              as a result of the Participant's exercise of this Option or as
              a result of Participant's sale of shares of common stock
              acquired upon the exercise of the Option and agrees to pay in
              cash to the Company the amount of withholding that exceeds
              regular cash compensation against which such taxes can be
              withheld during the applicable withholding period.

                   Dated: __________________, 19__.



                                            ________________________________
                                                      Participant






































                                            -6-                        

                                     Page 28 of 31                   <PAGE>     
 

                                        EXHIBIT 5.1

                                      August 16, 1995
                                                                    YW7-53541

              Xscribe Corporation
              6285 Nancy Ridge Drive
              San Diego, CA  92121


                        Re:  Registration Statement on Form S-8
                             ----------------------------------
              Dear Sirs:

                        Xscribe Corporation (the "Company") has filed with
              the Securities and Exchange Commission a registration statement
              on Form S-8 (the "Registration Statement") in connection with
              the registration under the Securities Act of 1933, as amended,
              of 333,333 shares of Common Stock (the "New Stock") to be
              offered and sold from time to time by the Company to
              participants in the Xscribe Corporation 1994 Stock Option Plan
              (the "Plan") upon the exercise of options granted under the
              Plan.  You have requested our opinion as to the legality of the
              New Stock.

                        In connection with the furnishing of our opinion to
              you concerning this matter, we have examined originals,
              certified copies or photostatic copies of your Amended and
              Restated Articles of Incorporation and Bylaws (as amended), the
              minutes and written consents of your Board of Directors and
              shareholders, documents on file with and certificates of the
              California Secretary of State, the Registration Statement and
              such other corporate records and other documents as we have
              deemed relevant and necessary as the basis for the opinions set
              forth herein.  In such examinations, we have assumed the
              genuineness of all signatures and the authenticity of all
              documents submitted to us as certified or photostatic copies.

                        On the basis of the foregoing and in reliance thereon
              and after consideration of such matters and laws as we deem
              applicable and relevant, we are of the opinion that the New
              Stock, when issued and sold in the manner set forth in the
              Registration Statement, will be legally and validly issued,
              fully paid and nonassessable.

                        We consent to the use of this opinion as an exhibit
              to the Registration Statement.

                                       Very truly yours,


                                       /s/Sheppard, Mullin, Richter & Hampton

                                       SHEPPARD, MULLIN, RICHTER & HAMPTON



                                     Page 29 of 31                   <PAGE>     
 

                                        EXHIBIT 24.2

                               INDEPENDENT AUDITORS' CONSENT
                               -----------------------------


                                   KPMG Peat Marwick LLP





              The Board of Directors
              Xscribe Corporation:



                        We consent to the use of our reports incorporated
              herein by reference.


                                       KPMG Peat Marwick LLP


                                          /s/ KPMG Peat Marwick LLP
                                       By ---------------------------------




              San Diego, California
              August 17, 1995

























                                     Page 30 of 31                   <PAGE>     
 

                                        EXHIBIT 28.1

                                    LIST OF SUBSIDIARIES
                                   _____________________


              PHOTOMATRIX CORPORATION, a Nevada corporation

              LEXIA SYSTEMS, INC., a California corporation

              XSCRIBE LEGAL SYSTEMS, INC., a California corporation

              XSCRIBE IMAGING, INC., a California corporation

              U.S. TRANSCAN TECHNOLOGIES, INC., a California corporation

              U.S. CAPTIONING, INC., a California corporation






































                                     Page 31 of 31                   <PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 75618}]
As filed with the Securities and Exchange Commission on
              August 18, 1995

                                                 Registration No. ___________

                             SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C.  20549

                                          FORM S-8

                                   REGISTRATION STATEMENT
                              UNDER THE SECURITIES ACT OF 1933

                                    Xscribe Corporation          
                            ---------------------------------------
                   (Exact name of registrant as specified in its charter)

               California                                         95-3267788 
              ------------                                       ------------
              (State or other jurisdiction of                   (IRS Employer
              incorporation or organization)              Identification No.)

                                   6285 Nancy Ridge Drive
                                San Diego, California  92121
                                       (619) 457-5091
               (Address, including zip code, and telephone number, including
                  area code, of registrant's principal executive offices)

                                   1994 STOCK OPTION PLAN
                                    (Full title of plan)

                                       Suren G. Dutia
                                    Xscribe Corporation
                                   6285 Nancy Ridge Drive
                                San Diego, California  92121
                                       (619) 457-5091
                (Name, address, including zip code, and telephone number of
                               agent for service of process)

                                          Copy to:

                                 Barbara L. Borden, Esquire
                            Sheppard, Mullin, Richter & Hampton
                               501 West Broadway, 19th Floor
                                San Diego, California  92101
                                       (619) 338-6500

                              EXHIBIT INDEX ON PAGE 10

                                     Page 1 of 31
_______________________________________________________________
              _______________________________________________________________
                                        Proposed    Proposed
              Title of                  Maximum     Maximum
              Securities   Amount       Offering    Aggregate    Amount of
              to be        to be        Price per   Offering     Registration
              Registered   Registered   Share
Price
Fee
_______________________________________________________________
              _______________________________________________________________

              Common         333,333    $1.0625      $354,167    $122        
              Stock                                                      
              _______________________________________________________________
              _______________________________________________________________

              [FN]
Consists of shares of common stock which are issuable
                    under Xscribe Corporation 1994 Stock Option Plan plus
                    such additional number of shares as may be required
                    pursuant to the Plan in the event of a future stock
                    dividend, stock split, reverse stock split,
                    recapitalization or other similar change in the common
                    stock of Xscribe Corporation.
Estimated only for the purpose of calculating the
                    registration fee, and based on the closing bid of shares
                    of Xscribe common stock on August 14, 1995, as reported
                    by the National Association of Securities Dealer
                    Automated Quotation System Small Cap tier.

                                                                       

                                     Page 2 of 31
PART II

              Item 3    INCORPORATION OF DOCUMENTS BY REFERENCE
                        ---------------------------------------
                        The following documents filed with the Securities and
              Exchange Commission ("Commission") are incorporated herein by
              reference:

                        (a)  Xscribe Corporation's (the "Company") Annual
              Report on Form 10-K for the fiscal year ended March 31, 1995;

                        (b)  The Company Quarterly Report on Form 10-Q for
              the fiscal quarter ended June 30, 1995;

                        (c)  All other reports filed by the Company pursuant
              to Section 13(d) or 15(d) of the Securities Exchange Act of
              1934, as amended ("Exchange Act"), since the end of the
              Company's fiscal year ended March 31, 1995; and

                        (d)  The description of the Company's shares of
              Common Stock contained in the Company's Form 8-A Registration
              Statement (No. 33-14172) filed with the Commission on July 22,
              1987.

                        All documents subsequently filed by the Company
              pursuant to Section 13(a), 13(c), 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 de-registers all securities then remaining unsold, shall
              be deemed to be incorporated by reference into this
              Registration Statement and to be a part hereof from the date of
              filing of such documents.

              Item 4    DESCRIPTION OF SECURITIES
                        -------------------------
                        Not Applicable

              Item 5    INTEREST OF NAMED EXPERTS AND COUNSEL
                        -------------------------------------
                        Not Applicable

              Item 6    INDEMNIFICATION OF DIRECTORS AND OFFICERS
                        -----------------------------------------
                        The Articles of Incorporation of the Company
              eliminate the personal liability of directors of the Company
              for monetary damages in derivative actions for breach of a
              director's duty to the Company to the fullest extent allowed
              under California law.  The Articles of Incorporation and Bylaws

                                                                       

                                     Page 3 of 31
of the Company also provide for indemnification of directors,
              officers and other agents of the Company to the fullest extent
              allowed by law. The Company also has entered into
              indemnification agreements with directors, officers and certain
              key employees that provide for indemnification to the maximum
              extent permitted by law and provide for advances of defense
              costs and expenses, subject to an undertaking to repay the
              advanced amounts if the person ultimately is not entitled to
              indemnification.

                        Directors, officers and other agents may be
              indemnified for judgments, fines, settlements or other amounts
              paid in the resolution of claims brought by a third party if
              the indemnified person acted in good faith and in a manner that
              the indemnified person reasonably believed to be in the best
              interest of a corporation and its shareholders, and in the case
              of a criminal proceeding, the indemnified person had no
              reasonable cause to believe the conduct was unlawful.  In
              derivative actions and actions brought by the Company,
              directors, officers and other agents may be entitled to
              indemnification against expenses incurred for the defense or
              settlement of such action if the indemnified person acted in
              good faith in a manner that person believed to be in the best
              interest of the corporation and its shareholders and with such
              care, including reasonable inquiry, as an ordinarily prudent
              person in like position would have used under similar
              circumstances.

                        The Company currently maintains insurance policies in
              the total amount of $5,000,000.00 that cover directors' and
              officers' liability.  The Company has a separate executive risk
              policy that insures against fiduciary liability, commercial
              crime, kidnap/ransom and extortion.

                        Insofar as indemnification for liabilities arising
              under the Securities Act may be permitted to directors and
              officers pursuant to the indemnification provisions described
              above, the Company has been informed that in the opinion of the
              Commission such indemnification is against public policy as
              expressed in the Securities Act and is therefore unenforceable.

              Item 7    EXEMPTION FROM REGISTRATION CLAIMED
                        -----------------------------------
                        Not Applicable

                                                                       

                                     Page 4 of 31
Item 8            EXHIBITS
                                --------
                        4.1     Restated Articles of Incorporation of the
                                Company
4.1(a)  Certificate of Amendment of Amended and
                                Restated Articles of Incorporation

                        4.2     Bylaws of the Company
4.3     Copy of the Xscribe Corporation 1994 Stock
                                Option Plan

                        4.4     Sample Incentive Stock Option Agreement and
                                Sample Nonqualified Stock Option Agreement

                        5.1     Opinion of Sheppard, Mullin, Richter &
                                Hampton

                        24.1    Consent of Sheppard, Mullin, Richter &
                                Hampton (included in Exhibit 5.1)

                        24.2    Independent Auditors' Consent

                        28.1    List of Subsidiaries
              [FN]
Incorporated by reference to Registration Statement on
                   Form S-8 (Registration No. 33-72122) filed with the
                   Securities and Exchange Commission on November 24, 1993.

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

                             (iii)  to include any material information with
              respect to the plan of distribution not previously disclosed in

                                                                       

                                     Page 5 of 31
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 Section 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.

                        The undersigned registrant hereby undertakes that,
              for purposes of determining any liability under the Securities
              Act of 1933, each filing of the registrant's annual report
              pursuant to Section 13(a) or Section 15(d) of the Securities
              Exchange Act of 1934 (and, where applicable, each filing of an
              employee benefit plan's annual report pursuant to Section 15(d)
              of the Securities Exchange Act of 1934) that is incorporated by
              reference in the registration statement shall be deemed to be a
              new registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall
              be deemed to be the initial bona fide offering thereof.

                        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 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 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 of
              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 a appropriate jurisdiction the question
              whether such indemnification by it is against public policy as

                                                                       

                                     Page 6 of 31
expressed in the Act and will be governed by the final
              adjudication of such issue.

                                                                       

                                     Page 7 of 31
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
              San Diego, State of California, on August 17, 1995.

                                       XSCRIBE CORPORATION

                                          /s/ Suren G. Dutia
                                       By ---------------------------------
                                          Suren G. Dutia, President and
                                          Chief Executive Officer

                                          /s/ Bruce C. Myers
                                       By ---------------------------------
                                          Bruce C. Myers, Chief Operating
                                          Officer; Chief Financial Officer;
                                          and Secretary

                        Pursuant to the requirements of the Securities Act of
              1933, the Registration Statement shall be signed by the
              following persons in the capacities and on the dates indicated.

              SIGNATURE                      CAPACITY                 DATE
              ---------                      --------                 ----
                                             Chairman of the
                                             Board; President;
              /s/ Suren G. Dutia             Chief Executive          8/17/95
              -----------------------        Officer
              Suren G. Dutia

              /s/ Bruce C. Myers             Chief Financial          8/17/95
              -----------------------        Officer
              Bruce C. Myers

              /s/ Peter B. Harker            Controller; Principal
              -----------------------        Accounting Officer       8/17/95
              Peter B. Harker

                            [SIGNATURES CONTINUED ON NEXT PAGE]

                                                                       

                                     Page 8 of 31
/s/ Donald R. Miller, Jr.
              -----------------------        Director                 8/17/95
              Donald R. Miller, Jr.

              /s/ Patrick W. Moore
              -----------------------        Director                 8/17/95
              Patrick W. Moore

              /s/ Jukka V. Norokorpi
              -----------------------        Director                 8/17/95
              Jukka V. Norokorpi

              /s/ Ira S. Sharp
              -----------------------        Director                 8/17/95
              Ira S. Sharp

              /s/ John F. Staley
              -----------------------        Director                 8/17/95
              John F. Staley

              /s/ Evan A. Wyly
              -----------------------        Director                 8/17/95
              Evan A. Wyly

                                                                       

                                     Page 9 of 31
EXHIBIT INDEX
                                       -------------

              No.            Description                                Page
              --------------------------------------------------------------

              4.1       Restated Articles of Incorporation of the
                        Company
4.1(a)    Certificate of Amendment of Amended and
                        Restated Articles of Incorporation               11

              4.2       Bylaws of the Company
4.3       Copy of the Xscribe Corporation 1994 Stock
                        Option Plan                                      13

              4.4       Sample Incentive Stock Option Agreement and
                        Sample Nonqualified Stock Option Agreement       23

              5.1       Opinion of Sheppard, Mullin, Richter &
                        Hampton                                          29

              24.1      Consent of Sheppard, Mullin, Richter &
                        Hampton (included in Exhibit 5.1)                29

              24.2      Independent Auditors' Consent                    30

              28.1      List of Subsidiaries                             31

              [FN]
Incorporated by reference to Registration Statement on
                   Form S-8 (Registration No. 33-72122) filed with the
                   Securities and Exchange Commission on November 24, 1993.

                                                                       

                                     Page 10 of 31
EXHIBIT 4.1(a)

                                  CERTIFICATE OF AMENDMENT
                                             OF
                                    AMENDED AND RESTATED
                                ARTICLES OF INCORPORATION OF
                                    XSCRIBE CORPORATION

                        Suren G. Dutia and Bruce C. Myers certify that:

                        1.   We are, respectively, the President and
              Secretary of Xscribe Corporation, a California corporation (the
              "Corporation").

                        2.   Article III of the Articles of Incorporation of
              the Corporation is amended to read as follows:

                                        ARTICLE III
                                        -----------
                        The Corporation is authorized to issue two
                        classes of shares of capital stock to be
                        designated respectively Common Stock and
                        Preferred Stock.  The number of shares of
                        Common Stock authorized is 30,000,000.  The
                        number of shares of Preferred Stock
                        authorized is 3,173,275.  The Preferred
                        Stock may be issued in one or more series. 
                        The Board of Directors is authorized to fix
                        the number of any such series of Preferred
                        Stock and to determine the designation of
                        any such series.  The Board of Directors is
                        further authorized to determine or alter
                        the rights, preferences, privileges, and
                        restrictions granted to or imposed upon any
                        wholly unissued series of Preferred Stock,
                        and within the limits and restrictions
                        stated in any resolution or resolutions of
                        the Board of Directors originally fixing
                        the number of shares constituting any
                        series, to increase or decrease (but not
                        below the number of shares of such series
                        then outstanding) the number of shares of
                        any such series subsequent to the issue of
                        shares of that series.  Upon amendment of
                        Article III of these Articles of
                        Incorporation to read as herein set forth,
                        every three outstanding shares of Common
                        Stock shall be combined and converted into
                        one share of Common Stock;

              and

                                            -1-                        

                                     Page 11 of 31
3.   The foregoing amendment of Article III of the
              Articles of Incorporation has been duly approved by the Board
              of Directors of the Corporation.

                        4.   The foregoing amendment to Article III was
              approved by the required vote of the shareholders of the
              Corporation in accordance with Section 903 of the California
              Corporation Code; the total number of outstanding shares of
              each class entitled to vote with respect to the foregoing
              amendment was 17,048,338 shares of Xscribe common stock; and
              the number of shares of common stock voting in favor of the
              foregoing amendment equaled or exceeded to vote required, such
              required vote being a majority of the outstanding shares of
              common stock.

                        WE FURTHER DECLARE under penalty of perjury and the
              laws of this State of California that the matter set forth
              above are true and correct of our own knowledge.

              Dated:  August 15, 1994           Dated: August 12, 1994

                   /s/ Suren G. Dutia                 /s/ Bruce C. Myers
              By   ---------------------        By    --------------------
                   Suren G. Dutia,                    Bruce C. Myers
                   President                          Secretary

                                            -2-                        

                                     Page 12 of 31
EXHIBIT 4.3

                                    XSCRIBE CORPORATION

                                   1994 STOCK OPTION PLAN
                                   ----------------------

                   1.   Purpose and Scope.
                        -----------------
                        The purposes of this 1994 Stock Option ("Plan") of
              Xscribe Corporation, a California corporation ("Company"), are
              to encourage stock ownership by employees of the Company and
              its subsidiaries, to provide an incentive for such employees to
              improve the profits of the Company and its subsidiaries, and to
              assist the Company and its subsidiaries in attracting,
              retaining and motivating employees by providing them with an
              opportunity to participate in the Company's growth through
              stock ownership.

                        Options granted under this Plan may be either
              nonqualified options or incentive stock options intended to
              qualify under Section 422 of the Internal Revenue Code of 1986,
              as amended.

                   2.   Definitions.
                        -----------
                        Unless otherwise required by the context:

                        2.1  "Board" shall mean the Board of Directors of the
              Company.

                        2.2  "Committee" means the Compensation Committee of
              the Board of Directors consisting of two or more members of the
              Board who are not employees of the Company.

                        2.3  "Company" shall mean Xscribe Corporation, a
              California corporation.

                        2.4  "Code" shall mean the Internal Revenue Code of
              1986, as amended.

                        2.5  "Exercise Price" shall mean the price for which
              one share of Stock may be purchased upon exercise of an Option,
              as determined in Section 6 below and as specified in the
              applicable Stock Option Agreement.

                        2.6  "Fair Market Value" shall mean the mean between
              the closing bid and asked price of the Stock in the over-the-
              counter market as quoted on NASDAQ on the date in issue unless
              the Committee in good faith determines that another amount is

                                            -1-                        

                                     Page 13 of 31
the fair market value.  Such determination shall be conclusive
              and binding on all persons.

                        2.7  "ISO" shall mean an employee incentive stock
              option described in Section 422(b) of the Code.

                        2.8  "Nonqualified Option" shall mean any Option not
              described in Sections 422(b) or 423(b) of the Code.

                        2.9  "Option" shall mean a right to purchase Stock,
              granted pursuant to the Plan.

                        2.10  "Participant" shall mean an officer or employee
              of the Company, or of any subsidiary of the Company, to whom an
              Option is granted under the Plan.

                        2.11  "Permanent Disability" shall mean that
              Participant is unable to engage in any substantial gainful
              activity by reason of any medically determinable physical or
              mental impairment that can be expected to result in death, or
              that has lasted, or can be expected to last, for a continuous
              period of not less than one year.

                        2.12  "Plan" shall mean this Xscribe Corporation 1994
              Stock Option Plan.

                        2.13  "Stock" shall mean the common stock of the
              Company, without par value.

                        2.14  "Stock Option Agreement" shall mean the
              agreement between the Company and the Participant that contains
              the terms, conditions and restrictions pertaining to
              Participant's Option.

                   3.   Administration.
                        --------------
                        The Plan shall be administered by the Committee.  Two
              members of the Committee shall constitute a quorum for the
              transaction of business. The acts of a majority of the
              Committee members present at meeting as which a quorum is
              present, or acts approved in writing by all Committee members,
              shall be valid acts of the Committee.  The Committee shall be
              responsible for the operation of the Plan and for determining
              to whom Options are granted under the Plan and the timing,
              pricing, vesting schedule and amount of Options granted under
              the Plan.  The interpretation and construction of any provision
              of the Plan by the Committee shall be final. In the absence of
              a Committee, the Plan shall be administered by the Board of
              Directors in the same manner and with the same authority as the
              Committee.  No member of the Board or the Committee shall be
              liable for any action or determination made by such member in
              good faith.

                                            -2-                        

                                     Page 14 of 31
4.   Eligibility.
                        -----------
                        The Committee may grant Options to any employee or
              officer the Company or its subsidiaries.  However, no person
              who beneficially owns more than 10% of the combined voting
              power of the Company's securities is eligible to participate in
              the Plan and no nonemployee director is eligible to participate
              in the Plan.  Options may be awarded by the Committee at any
              time and from time-to-time to new Participants, or to then
              Participants, or to a greater or lesser number of Participants,
              and may include or exclude previous Participants, as the
              Committee shall determine.  Options granted at different times
              need not contain similar provisions.

                   5.   Stock to be Optioned.
                        --------------------
                        5.1  NUMBER OF SHARES.  Subject to the provisions
              below, the maximum number of shares of Stock that may be
              optioned or sold under the Plan is 333,333 shares.  Such shares
              may be authorized but unissued shares or outstanding shares
              acquired in the market or from private sources.  In the event
              any shares of Stock are subject to an Option which, for any
              reason, expires or is terminated unexercised as to such shares,
              such shares again shall become available for issuance under the
              Plan.  Notwithstanding the foregoing, to the extent required by
                260.140.45 of the Rules of the California Corporations
              Commissioner or a replacement or successor rule, the total
              number of Shares that may be optioned or sold under the Plan
              together with all other shares of the Company's common stock
              subject to outstanding options (excluding options excludible
              under such rule), bonus plans and similar plans shall not
              exceed 30% of the outstanding shares of common stock of the
              Company (treating as outstanding convertible preferred or
              senior common stock).

                        5.2  INCENTIVE STOCK OPTIONS.  Only common-law
              employees of the Company or a subsidiary of the Company shall
              be eligible for grants of ISOs.

                        5.3  NONQUALIFIED OPTIONS.  All eligible participants
              in the Plan may be granted Nonqualified Options.

                        5.4  CORPORATE EVENTS.
                             ----------------
                             (a)  In the event of any stock dividend, stock
              split, exchange of shares, recapitalization, subdivision or
              consolidation of shares, or other similar transaction, the
              number of shares subject to each outstanding Option, and the
              Exercise Price per share, shall be proportionately adjusted,
              and any other appropriate changes in the Options outstanding

                                            -3-                        

                                     Page 15 of 31
shall be made by the Committee, whose determination as to any
              of such matters shall be conclusive.

                             (b)  In the event the Company shall be a party
              to a transaction involving a sale of substantially all of its
              assets or a merger or a consolidation in which the Company will
              not be the surviving corporation, then all unexercised Options
              may be cancelled by the Company as of the effective date of any
              such transaction by giving written notice to the holders
              thereof of its intention to do so and by permitting the
              exercise, during the 30-day period preceding the effective date
              of such transaction, of all partly or wholly unexercised
              Options in full (whether or not such Options were by their
              terms then exercisable).  If the unexercised Options are
              assumed by the surviving corporation, then any Options so
              assumed shall be immediately exercisable and fully vested
              (whether or not such Options were by their terms then
              exercisable).

                             (c)  In the case of dissolution of the Company
              (other than a dissolution following a sale of substantially all
              of the Company's assets), every Option outstanding shall
              terminate; provided, however, that the Participant shall have
              30 days prior written notice of such event, during which time
              the Participant shall have the right to exercise any partly or
              wholly unexercised Option in full (whether or not such Options
              were by their terms then exercisable).

                   6.   Exercise Price.
                        --------------
                        Each Stock Option Agreement shall specify the
              Exercise Price.  The Exercise Price of an ISO shall not be less
              than 100% of the Fair Market Value of a Share on the date of
              grant. The Exercise Price of a Nonqualified Option shall not be
              less than 85% of the Fair Market Value of a Share on the date
              of grant.  Subject to the preceding two sentences, the Exercise
              Price under any Option shall be determined by the Committee at
              its sole discretion.  The Exercise Price shall be payable in a
              form described in Section 8 below.

                   7.   Terms and Conditions of Options.
                        -------------------------------
                        Options granted pursuant to the Plan shall be
              authorized by the Committee and shall be evidenced by Stock
              Option Agreements in such form as the Committee shall from
              time-to-time approve.  Such agreements shall comply with and be
              subject to the following terms and conditions:

                        7.1  NUMBER OF SHARES.  Each Stock Option Agreement
              shall specify the number of Shares that are subject to the
              Option and shall provide for the adjustment of such number in
              accordance with Section 5.4(a). The Stock Option Agreement

                                            -4-                        

                                     Page 16 of 31
shall also specify whether the Option is an ISO or a
              Nonqualified Option.

                        7.2  WITHHOLDING TAXES.  As a condition to the
              exercise of an Option, the Participant shall make such
              arrangements as the Committee may require for the satisfaction
              of any federal, state, local or foreign withholding tax
              obligations that may arise in connection with such exercise. 
              The Participant shall also make such arrangements as the
              Committee may require for the satisfaction of any federal,
              state, local or foreign withholding tax obligations that may
              arise in connection with the disposition of Shares acquired by
              exercising an Option.

                        7.3  EXERCISABILITY.  Each Stock Option Agreement
              shall specify the date when all or any installment of the
              Option is to become exercisable.  An Option shall become
              exercisable at least as rapidly as set forth in the following
              schedule:

                        Anniversary of           Percentage of Shares
                        Date of Grant                 Exercisable    
                        --------------           --------------------

                             First                         20%

                             Second                        40%

                             Third                         60%

                             Fourth                        80%

                             Fifth                         100%

                             Subject to the preceding sentence, the vesting
              of any Option shall be determined by the Committee at its sole
              discretion.  The only condition to the vesting of any Option in
              accordance with the schedule determined by the Committee is
              continuous employment through to the scheduled vesting date.  A
              Stock Option Agreement (or amendment thereof) may provide for
              accelerated exercisability in the event of the Participant's
              death or Permanent Disability and shall provide for accelerated
              exercisability in accordance with Section 5.4 above.

                        7.4  TERM.  The Stock Option Agreement shall specify
              the term of the Option.  The term shall not exceed 10 years
              from the date of grant. Subject to the preceding sentence, the
              Committee at its sole discretion shall determine when an Option
              is to expire.

                        7.5  NONTRANSFERABILITY.  No Option shall be
              transferable by the Participant other than by will or by the

                                            -5-                        

                                     Page 17 of 31
laws of descent and distribution.  An Option may be exercised
              during the lifetime of the Participant only by him or by his
              guardian or legal representative.  No Option or interest
              therein may be transferred, assigned, pledged or hypothecated
              by the Participant during his lifetime, whether by operation of
              law or otherwise, or be made subject to execution, attachment
              or similar process.

                        7.6  NO RIGHTS AS A STOCKHOLDER.  A Participant, or a
              transferee of an Participant, shall have no rights as a
              stockholder with respect to any Shares covered by his Option
              until the date of the issuance of a stock certificate for such
              Shares.  No adjustments shall be made, except as provided in
              Section 5.4(a) above.

                        7.7  NO FRACTIONAL SHARES/100 SHARE MINIMUM.  No
              Option or installment thereof shall be exercisable except in
              respect of whole shares, and fractional share interests shall
              be disregarded except that they may be accumulated in
              accordance with the preceding sentence.  No fewer than one
              hundred (100) shares may be purchased at one time unless the
              number purchased is the total number at the time available for
              purchase under the Option.

                        7.8  EXERCISE PROCEDURES.  Options may be exercised
              by giving written notice to the Secretary of the Company
              stating the number of shares of Stock with respect to which the
              Option is being exercised and tendering payment therefor. 
              Payment for shares of Stock shall be made in full at the time
              that an Option, or any part thereof, is exercised.

                        7.9  MODIFICATION, EXTENSION AND ASSUMPTION OF
              OPTIONS.  Within the limitations of the Plan, the Committee may
              modify, extend or assume outstanding Options or may accept the
              cancelation of outstanding Options (whether granted by the
              Company or another issuer) in return for the grant of new
              Options for the same or a different number of Shares and at the
              same or a different Exercise Price.  The foregoing
              notwithstanding, no modification of an Option shall, without
              the consent of the Optionee, impair his rights or increase his
              obligations under such Option.

                   8.   Payment.
                        -------
                        8.1  GENERAL RULE.  The full Exercise Price of Shares
              issued under the Plan shall be payable in cash or certified or
              cashier's check at the time when such Shares are purchased,
              except as provided in Sections 8.2 and 8.3 below. Promptly
              after the exercise of an Option and the payment of the full
              Exercise Price, the Participant shall be entitled to the
              issuance of a stock certificate evidencing ownership of such
              Stock.

                                            -6-                        

                                     Page 18 of 31
8.2  SURRENDER OF STOCK.  To the extent that a Stock
              Option Agreement so provides, payment may be made all or in
              part with Shares which have already been owned by the
              Participant or his representative for more than six months and
              which are surrendered to the Company in good form for transfer. 
              Such Shares shall be valued at their Fair Market Value on the
              date when the new Shares are purchased under the Plan.

                        8.3  EXERCISE/SALE.  To the extent that a Stock
              Option Agreement so provides or in the sole discretion of the
              Committee, payment may be made all or in part by the delivery
              (on a form prescribed by the Company) of an irrevocable
              direction to a securities broker approved by the Company to
              sell Shares and to deliver all or part of the sales proceeds to
              the Company in payment of all or part of the Exercise Price and
              any withholding taxes.

                   9.   Termination of Employment.
                        -------------------------
                        9.1  TERMINATION OF SERVICE (EXCEPT BY DEATH).  If an
              Participant's service as an employee or officer of the Company
              or of a subsidiary terminates for any reason other than his
              death, then his Option(s) shall expire on the earlier of the
              following occasions:

                             (1)  The expiration date set forth in the
                   Participant's Stock Option Agreement; or

                             (2)  The date 90 days after the termination of
                   service for any reason other than Permanent Disability; or

                             (3)  The date 12 months after the termination of
                   service by reason of Permanent Disability.

              The Participant may exercise all or part of his Option(s) at
              any time before the expiration of such Option(s) under the
              preceding sentence, but only to the extent that such Option(s)
              had become exercisable before his service terminated.  The
              balance of such Option(s) shall lapse when the Participant's
              service terminates.

                        9.2  LEAVES OF ABSENCE.  For purposes of Section 9.1
              above, service shall be deemed to continue while the
              Participant is on military leave, sick leave or other bona fide
              leave of absence (as determined by the Committee).  The
              foregoing notwithstanding, in the case of an ISO granted under
              the Plan, service shall not be deemed to continue beyond the
              first 90 days of such leave, unless the Participant's
              reemployment rights are guaranteed by statute or by contract.

                                            -7-                        

                                     Page 19 of 31
9.3  DEATH.  If a Participant dies while employed by
              the Company or any of its subsidiaries or while serving as an
              officer of the Company or any of its subsidiaries or within one
              year after cessation of employment or service as an officer due
              to Permanent Disability or within three months after cessation
              of employment for any reason other than Permanent Disability,
              and without having fully exercised such Participant's Options,
              the executors or administrators, or legatees or heirs, of the
              Participant's estate shall have the right to exercise such
              Options at any time within one year after the death of the
              Participant to the extent that such deceased Participant was
              entitled to exercise the Options on the date of death, unless
              such Options would expire pursuant to the their terms at an
              earlier date, in which case such Options shall remain
              exercisable only until the earlier expiration date.

                   10.  No Obligations to Exercise Option.
                        ---------------------------------
                        The granting of an Option shall impose no obligation
              upon the Participant to exercise such Option.

                   11.  Agreement and Representation of Employees.
                        -----------------------------------------
                        As a condition to the exercise of any portion of an
              Option, the Company may require the person exercising such
              Option to represent and warrant at the time of such exercise
              that any shares of stock acquired at exercise are being
              acquired only for investment and without any present intention
              to sell or distribute such shares, if, in the opinion of
              counsel for the Company, such a representation is required
              under the Securities Act of 1933 or any other applicable law,
              regulation, or rule of any governmental agency.

                   12.  Legend.
                        ------
                        The certificates evidencing the Stock acquired upon
              exercise of an Option may bear a legend referring to the terms
              and conditions contained in the Participant's Stock Option
              Agreements and the Company may place a stop transfer order with
              its transfer agent against the transfer of such shares of
              Stock.

                   13.  Legal Requirements.
                        ------------------
                        The obligation of the Company to issue or transfer
              Stock under the Options shall be subject to all applicable
              laws, regulations, rules and approvals, including, the
              effectiveness of a registration statement under the Securities
              Act of 1933 if deemed necessary or appropriate by the Company,
              the qualification of the Options and the Stock reserved for
              issuance upon exercise of Options under the California

                                            -8-                        

                                     Page 20 of 31
Corporate Securities Law and satisfaction of any withholding
              obligation in accordance with Section 7.2 above.

                   14.  No Employment Obligation.
                        ------------------------
                        The granting of an Option shall not impose any
              obligation on the Company to continue to employ the Participant
              or to retain the Participant's services for any period of time.

                   15.  Reservation of Shares of Stock.
                        ------------------------------
                        The Company, during the term of this Plan, will at
              all times reserve and keep available, and will seek or obtain
              from any regulatory body having jurisdiction any requisite
              authority necessary to issue and to sell, the number of shares
              of Stock that shall be sufficient to satisfy the requirements
              of this Plan.  The inability of the Company to obtain from any
              regulatory body having jurisdiction the authority deemed
              necessary by counsel for the Company for the lawful issuance
              and sale of its Stock hereunder shall relieve the Company of
              any liability in respect of the failure to issue or sell Stock
              as to which the requisite authority has not been obtained.

                   16.  Duration and Amendments.
                        -----------------------
                        16.1  TERM OF THE PLAN.  The Plan, as set forth
              herein, shall become effective on the date of its adoption by
              the Board of Directors, subject to the approval of the
              Company's stockholders.  In the event that the stockholders
              fail to approve the Plan on or before the date 12 months after
              its adoption by the Board of Directors, (i) the Plan shall
              terminate, (ii) any Options already granted shall be canceled
              and (iii) any Shares already issued under the Plan shall be
              repurchased by the Company at the original Exercise Price.  The
              Plan shall terminate automatically 10 years after its adoption
              by the Board of Directors and may be terminated on any earlier
              date pursuant to Section 16.2 below.

                        16.2  RIGHT TO AMEND OR TERMINATE THE PLAN.  The
              Board of Directors may amend, suspend or terminate the Plan at
              any time and for any reason; provided, however, that any
              amendment of the Plan that materially increases the number of
              Shares available for issuance under the Plan (except as
              provided in Section 5.4(a)), or that materially changes the
              class of persons who are eligible for participation in the
              Plan, shall be subject to the approval of the Company's
              stockholders.  Stockholder approval shall not be required for
              any other amendment of the Plan.

                        16.3  EFFECT OF AMENDMENT OR TERMINATION.  No Shares
              shall be issued or sold under the Plan after the termination
              thereof, except upon exercise of an Option granted prior to

                                            -9-                        

                                     Page 21 of 31
such termination.  The termination of the Plan, or any
              amendment thereof, shall not affect any Share previously issued
              or any Option previously granted under the Plan (except as
              provided in Section 16.1 above).

                   17.  Execution.
                        ---------
                        To record the adoption of the Plan by the Board of
              Directors effective April 18, 1994, the Company has caused its
              authorized officers to execute the same.

                                       "Company:"

                                       XSCRIBE CORPORATION,
                                       a California corporation

                                          /s/ Suren G. Dutia
                                       By -------------------------------
                                          Suren G. Dutia,
                                          President and Chief Executive
                                          Officer

                                          /s/ Bruce C. Myers
                                       By -------------------------------
                                          Bruce C. Myers
                                          Chief Operating Officer and
                                          Chief Financial Officer

                                            -10-                       

                                     Page 22 of 31
EXHIBIT 4.4

                              INCENTIVE STOCK OPTION AGREEMENT
                                            FOR
                                    XSCRIBE CORPORATION

                                   1994 STOCK OPTION PLAN
                              --------------------------------

                   A.   A STOCK OPTION for a total of ______ shares of Common
              Stock without par value of Xscribe Corporation, a California
              corporation (herein the "Company") is hereby granted to
              _______________________________________________________________
              _______________________________________________________________
              herein the "Participant"), subject in all respects to the terms
              and provisions of the Xscribe Corporation 1994 Stock Option
              Plan (herein the "Plan"), dated April 18, 1994, which has been
              adopted by the Company and by the shareholders of the Company 
              and which is incorporated herein by reference and made a part
              of this Agreement.

                   B.   The Exercise Price is $_____________ per share.

                   C.   This Option is exercisable as follows:

                                                                Percentage
                        From                To                  Exercisable
                        ----                --                  -----------

                   D.   This Option is intended to qualify as an incentive
              stock option described in Section 422(b) of the Internal
              Revenue Code of 1986, as amended.  However, Participant
              acknowledges that this Option may not qualify as an incentive
              stock option or may become a nonqualified option in certain
              circumstances and Xscribe Corporation makes not representation
              or warranty that the Option is qualified as an incentive stock
              option.

                   E.   This Option may not be exercised if the issuance of
              shares of Common Stock of the Company upon such exercise would
              constitute a violation of any applicable Federal and State
              securities or other law or valid regulation.  The Participant,
              as a condition to the exercise of this Option, shall represent
              to the Company that the shares of Common Stock of the Company
              that the Participant acquires under this Option are being
              acquired by the Participant for investment and not with a
              present view to distribution or resale, unless counsel for the
              Company is then of the opinion that such a representation is
              not required under the Securities Act of 1933 or any other
              applicable law, regulation, or rule of any governmental agent.

                                            -1-                        

                                     Page 23 of 31
F.   This Option may not be transferred in any manner
              otherwise than by will or the laws of descent and distribution,
              and may be exercised during the lifetime of the Participant
              only by the Participant.  The terms of this Option shall be
              binding upon the executors, administrators, heirs, successors,
              and assigns of the Participant.

                   G.   This Option may not be exercised more than ______
              years from the date of its grant, and may be exercised during
              such term only in accordance with the terms of the Plan.

                   [THE FOLLOWING ARE OPTIONAL PROVISIONS]

                   H.   Payment of the Exercise Price may be made all or in
              part with Shares which have already been owned by the
              Participant or his representative for more than six months and
              which are surrendered to the Company in good form for transfer. 
              Such Shares shall be valued at their Fair Market Value (as
              defined in the Plan) on the date when the new Shares are
              purchased under the Plan.

                   I.  Payment of the Exercise Price may be made all or in
              part by the delivery (on a form prescribed by the Company) of
              an irrevocable direction to a securities broker approved by the
              Company to sell Shares and to deliver all or part of the sales
              proceeds to the Company in payment of all or part of the
              Exercise Price and any withholding taxes.

                        Dated: __________________, 19__.

                                       "Company:"

                                       XSCRIBE CORPORATION,
                                       a California corporation

                                          
                                       By __________________________________
                                          Suren G. Dutia,
                                          President and Chief Executive
                                          Officer

                                          
                                       By __________________________________
                                          Bruce C. Myers
                                          Chief Operating Officer and
                                          Chief Financial Officer

                   The Participant acknowledges receipt of a copy of the
              Plan, a copy of which is annexed hereto, and represents that

                                            -2-                        

                                     Page 24 of 31
the Participant is familiar with the terms and provisions
              thereof.  The Participant hereby accepts this Option subject to
              all the terms and provisions of the Plan.  The Participant
              hereby agrees to accept as binding, conclusive, and final all
              decisions and interpretations of the Compensation Committee,
              upon any questions arising under the Plan.  As a condition to
              the issuance of shares of Common Stock of the Company under
              this Option, the Participant authorizes the Company to withhold
              in accordance with applicable law from any regular cash
              compensation payable to the Participant any taxes required to
              be withheld by the Company under federal, state, or local law
              as a result of the Participant's exercise of this Option or as
              a result of Participant's sale of shares of common stock
              acquired upon the exercise of the Option and agrees to pay in
              cash to the Company the amount of withholding that exceeds
              regular cash compensation against which such taxes can be
              withheld during the applicable withholding period.

                   Dated: __________________, 19__.

                                            ________________________________
                                                      Participant

                                            -3-                        

                                     Page 25 of 31
NONQUALIFIED STOCK OPTION AGREEMENT
                                            FOR
                                    XSCRIBE CORPORATION

                                   1994 STOCK OPTION PLAN
                            -----------------------------------

                   A.   A STOCK OPTION for a total of ______ shares of Common
              Stock without par value of Xscribe Corporation, a California
              corporation (herein the "Company") is hereby granted to
              _______________________________________________________________
              _______________________________________________________________
              herein the "Participant"), subject in all respects to the terms
              and provisions of the Xscribe Corporation 1994 Stock Option
              Plan (herein the "Plan"), dated April 18, 1994, which has been
              adopted by the Company and by the shareholders of the Company
              and which is incorporated herein by reference and made a part
              of this Agreement.

                   B.   The Exercise Price is $___________ per share.

                   C.   This Option is exercisable as follows:

                                                                Percentage
                        From                To                  Exercisable
                        ----                --                  -----------

                   D.   This Option is not intended to qualify as an
              incentive stock option described in Section 422(b) of the
              Internal Revenue Code of 1986, as amended.  

                   E.   This Option may not be exercised if the issuance of
              shares of Common Stock of the Company upon such exercise would
              constitute a violation of any applicable Federal and State
              securities or other law or valid regulation.  The Participant,
              as a condition to the exercise of this Option, shall represent
              to the Company that the shares of Common Stock of the Company
              that the Participant acquires under this Option are being
              acquired by the Participant for investment and not with a
              present view to distribution or resale, unless counsel for the
              Company is then of the opinion that such a representation is
              not required under the Securities Act of 1933 or any other
              applicable law, regulation, or rule of any governmental agent.

                   F.   This Option may not be transferred in any manner
              otherwise than by will or the laws of descent and distribution,
              and may be exercised during the lifetime of the Participant
              only by the Participant.  The terms of this Option shall be
              binding upon the executors, administrators, heirs, successors,
              and assigns of the Participant.

                                            -4-                        

                                     Page 26 of 31
G.   This Option may not be exercised more than ______
              years from the date of its grant, and may be exercised during
              such term only in accordance with the terms of the Plan.

                   [THE FOLLOWING ARE OPTIONAL PROVISIONS]

                   H.   Payment of the Exercise Price may be made all or in
              part with Shares which have already been owned by the
              Participant or his representative for more than six months and
              which are surrendered to the Company in good form for transfer. 
              Such Shares shall be valued at their Fair Market Value (as
              defined in the Plan) on the date when the new Shares are
              purchased under the Plan.

                   I.  Payment of the Exercise Price may be made all or in
              part by the delivery (on a form prescribed by the Company) of
              an irrevocable direction to a securities broker approved by the
              Company to sell Shares and to deliver all or part of the sales
              proceeds to the Company in payment of all or part of the
              Exercise Price and any withholding taxes.

                        Dated: __________________, 19__.

                                       "Company:"

                                       XSCRIBE CORPORATION,
                                       a California corporation

                                          
                                       By __________________________________
                                          Suren G. Dutia,
                                          President and Chief Executive
                                          Officer

                                          
                                       By __________________________________
                                          Bruce C. Myers
                                          Chief Operating Officer and
                                          Chief Financial Officer

                   The Participant acknowledges receipt of a copy of the
              Plan, a copy of which is annexed hereto, and represents that
              the Participant is familiar with the terms and provisions
              thereof.  The Participant hereby accepts this Option subject to
              all the terms and provisions of the Plan.  The Participant
              hereby agrees to accept as binding, conclusive, and final all
              decisions and interpretations of the Compensation Committee,
              upon any questions arising under the Plan.  As a condition to
              the issuance of shares of Common Stock of the Company under

                                            -5-                        

                                     Page 27 of 31
this Option, the Participant authorizes the Company to withhold
              in accordance with applicable law from any regular cash
              compensation payable to the Participant any taxes required to
              be withheld by the Company under federal, state, or local law
              as a result of the Participant's exercise of this Option or as
              a result of Participant's sale of shares of common stock
              acquired upon the exercise of the Option and agrees to pay in
              cash to the Company the amount of withholding that exceeds
              regular cash compensation against which such taxes can be
              withheld during the applicable withholding period.

                   Dated: __________________, 19__.

                                            ________________________________
                                                      Participant

                                            -6-                        

                                     Page 28 of 31
EXHIBIT 5.1

                                      August 16, 1995
                                                                    YW7-53541

              Xscribe Corporation
              6285 Nancy Ridge Drive
              San Diego, CA  92121

                        Re:  Registration Statement on Form S-8
                             ----------------------------------
              Dear Sirs:

                        Xscribe Corporation (the "Company") has filed with
              the Securities and Exchange Commission a registration statement
              on Form S-8 (the "Registration Statement") in connection with
              the registration under the Securities Act of 1933, as amended,
              of 333,333 shares of Common Stock (the "New Stock") to be
              offered and sold from time to time by the Company to
              participants in the Xscribe Corporation 1994 Stock Option Plan
              (the "Plan") upon the exercise of options granted under the
              Plan.  You have requested our opinion as to the legality of the
              New Stock.

                        In connection with the furnishing of our opinion to
              you concerning this matter, we have examined originals,
              certified copies or photostatic copies of your Amended and
              Restated Articles of Incorporation and Bylaws (as amended), the
              minutes and written consents of your Board of Directors and
              shareholders, documents on file with and certificates of the
              California Secretary of State, the Registration Statement and
              such other corporate records and other documents as we have
              deemed relevant and necessary as the basis for the opinions set
              forth herein.  In such examinations, we have assumed the
              genuineness of all signatures and the authenticity of all
              documents submitted to us as certified or photostatic copies.

                        On the basis of the foregoing and in reliance thereon
              and after consideration of such matters and laws as we deem
              applicable and relevant, we are of the opinion that the New
              Stock, when issued and sold in the manner set forth in the
              Registration Statement, will be legally and validly issued,
              fully paid and nonassessable.

                        We consent to the use of this opinion as an exhibit
              to the Registration Statement.

                                       Very truly yours,

                                       /s/Sheppard, Mullin, Richter & Hampton

                                       SHEPPARD, MULLIN, RICHTER & HAMPTON

                                     Page 29 of 31
EXHIBIT 24.2

                               INDEPENDENT AUDITORS' CONSENT
                               -----------------------------

                                   KPMG Peat Marwick LLP

              The Board of Directors
              Xscribe Corporation:

                        We consent to the use of our reports incorporated
              herein by reference.

                                       KPMG Peat Marwick LLP

                                          /s/ KPMG Peat Marwick LLP
                                       By ---------------------------------

              San Diego, California
              August 17, 1995

                                     Page 30 of 31
EXHIBIT 28.1

                                    LIST OF SUBSIDIARIES
                                   _____________________

              PHOTOMATRIX CORPORATION, a Nevada corporation

              LEXIA SYSTEMS, INC., a California corporation

              XSCRIBE LEGAL SYSTEMS, INC., a California corporation

              XSCRIBE IMAGING, INC., a California corporation

              U.S. TRANSCAN TECHNOLOGIES, INC., a California corporation

              U.S. CAPTIONING, INC., a California corporation

                                     Page 31 of 31