<PAGE>
As filed with the Securities and                           Page 1 of 30 Pages
Exchange Commission on January 16, 1996                   Reg. No. 33-
------------------------------------------------------------------------------
             
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                              
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


                             MARK SOLUTIONS, INC.
            (Exact name of Registrant as specified in its charter)

           Delaware                                        11-2864481       
  (State or other jurisdiction                           (IRS Employer
of incorporation or organization)                      Identification No.)
                                 
                           Parkway Technical Center
                               1515 Broad Street
                         Bloomfield, New Jersey 07003
               (Address of principal offices including zip code)

                            1993 Stock Option Plan
                                      and
         Consultant Stock Option Grants Pursuant to Written Agreements
                             (Full Title of Plans)

                            Carl Coppola, President
                             Mark Solutions, Inc.
                               1515 Broad Street
                         Bloomfield, New Jersey 07003
                    (Name and Address of agent for service)

                                (201) 893-0500
         (Telephone number including area code for agent for service)


                        CALCULATION OF REGISTRATION FEE
==============================================================================
Title of Each  Amount to be   Proposed     Proposed Maximum    Amount of
Class of       Registered(1)  Maximum      Aggregate           of Registration 
Securities to                 Offering     Offering Price (2)  Fee (1)
be Registered                 Price Per 
                              Share (2) 
------------------------------------------------------------------------------
Common Stock,
$.01 par value   1,055,000     $ 5.75        $ 6,066,250         $ 2,091.81
==============================================================================

(1) Also registered hereby pursuant to Rule 416 are such additional

indeterminate shares of Common Stock or other securities as may become issuable
by reason of stock splits or other adjustments pursuant to antidilution
provisions of the 1993 Stock Option Plan and Consultant Stock Option Grants.

(2) Estimated solely for purposes of calculating registration fee pursuant to
Rule 457 based upon the last sales price as reported on NASDAQ within the prior
five days.

                        Exhibit Index Appears on Page 8

<PAGE>
                             MARK SOLUTIONS, INC.
                        Form S-8 Registration Statement
                          For 1993 Stock Option Plan
                                      and
                        Consultant Stock Option Grants
                        Pursuant to Written Agreements
                    _______________________________________

                                    PART I.
               Information Required in Section 10(a) Prospectus

     This Registration Statement is filed with the Securities and Exchange 
Commission (the "Commission") for the purpose of registering 1,055,000 shares of
common stock, $.01 par value, ("Common Stock") of the Registrant in connection
with its 1993 Stock Option Plan (the "Plan") and Consultant Stock Option Grants
pursuant to written agreements (the "Option Grants").

     Information required by Part I (Items 1 and 2) is included in documents 
sent or given to participants in the Plan and Option Grants pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").


                                   PART II.
                Information Required in Registration Statement

Item 3- Incorporation of Documents by Reference.

     The following documents are incorporated by reference into this 
Registration Statement, and are made a part hereof:

(a)  The Registrant's Annual Report on Form 10-K, containing audited financial
statements, for the fiscal year ended June 30, 1995.

(b)  The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 1995.

(c)  All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the  securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of  filing of
such documents.  Any statement contained in a document incorporated or deemed to

be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained  herein or in any other subsequently filed document which also is 


                               -2-

<PAGE>
incorporated or deemed incorporated by reference herein modifies or supersedes
such statement.  Any such document so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement. 

(d)  The description of securities of the Registrant offered hereunder contained
in Registrant's Joint Proxy Statement/Prospectus on Form S-4 declared effective
by the Commission on October 8, 1993 (Commission File Number 33-61176).


Item 4- Description of Securities.

     Not applicable.


Item 5- Interests of Named Experts and Counsel.

     Timothy J. McCartney, Esq., legal counsel to the Registrant, is rendering 
the opinion regarding the legality of the securities offered pursuant this
Registration Statement.  Mr. McCartney has been granted options to purchase up
to 30,000 shares of the Registrant's Common Stock and such shares are being
registered under this Registrant Statement.


Item 6- Indemnification of Officers and Directors.

     Reference is made to Article Seven of the Certificate of Incorporation of 
the Registrant and Section 145 of the Delaware General Corporation Law. 

     Article Seven of the Certificate of Incorporation of the Registrant 
provides for indemnification to the full extent permitted by Delaware law of all
persons whom it shall have the power to indemnify thereunder.  Section 145 of
the General Corporation Law of the State of Delaware ("GCL") contains provisions
entitling directors and officers of the Registrant to indemnification from
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorney's fees, as the result of being or having been a director or officer of
the Registrant provided said officers or directors acted in good faith.  GCL
Section 145 provides broad powers of indemnification of directors and officers
by their corporation.  For example, the board of directors, the shareholders, or
independent legal counsel in some circumstances may authorize the corporation to
indemnify any officer or director again expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonable
incurred by him in connection with any "threatened, pending or completed action,
suit or proceeding other than an  action by or in the right of the corporation,
whether civil, 



                               -3-
<PAGE>

criminal, administrative or investigative -- by reason of the fact that he is or
was a director or officer of the corporation, if such director or officer acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests  of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful". 
With respect to any threatened, pending or completed  action or suit by or in
the right of a Delaware corporation, the corporation may in like manner
indemnify any officer or director against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such personal shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation, but only if and to the extent that the Court of Chancery or the
court in which the action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

     Should a director or officer defend litigation arising out of his office 
and be successful on the merits or otherwise in defense of the action, GCL
Section 145 provides that such officer or director shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     Finally, a corporation organized under the GCL shall have power to 
purchase and maintain insurance on behalf of any director or officer against any
liability asserted against him and incurred by him in such capacity or arising
out of his status as an officer or a director, whether or not the corporation
would have the power to indemnify him against such liability under the before
described provisions of Section 145 of the GCL.

     Insofar as indemnification for liabilities arising under the Securities 
Act may be permitted to directors and officers, or persons controlling the
Registrant, the Registrant 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.

     The Registrant has obtained insurance to protect its directors and 
officers against certain liabilities under a directors and officers policy
providing customary coverage.

                               -4-
<PAGE>
Item 7- Exemption From Registration Claimed.

     Not applicable.



Item 8- Exhibits.

Reference is made to the Exhibit Index which is included on page 8 of this
Registration Statement.


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 to include any
additional or changed material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
 
(2)  That, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be treated as a new registration
statement relating to the securities offered herein, and shall treat the
offering of such securities at that time as 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.

(4)  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.

(5)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in Item 6 hereof or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the 


                                      -5-
<PAGE>

payment by Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such  director, officer or controlling person
of the Registrant in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as

expressed in the Securities Act of 1933, and will be governed by the final
adjudication of such issue.

                                      -6-

<PAGE>
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a registration statement 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 Town of Bloomfield, State of New Jersey on
January 15, 1996.


                              MARK SOLUTIONS, INC.

                              By: /s/ Carl Coppola                
                                  ----------------------------------
                                  Carl Coppola, President, Chief
                                  Executive Officer and Chief
                                  Financial Officer


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.


Signature                  Title                    Date          
---------                  -----                    ----

/s/ Carl Coppola           President, Chief         January 15, 1996
---------------------        Executive Officer
    Carl Coppola             Chief Financial                
                             Officer and Director
                                                                  
/s/ Richard Branca         Director                 January 15, 1996
---------------------        
    (Richard Branca)


/s/ Ronald E. Olszowy      Director                 January 15, 1996
---------------------        
    (Ronald E. Olszowy)


/s/ William Westerhoff     Director                 January 15, 1996
---------------------        
    (William Westerhoff)


/s/ Michael Nafash         Director                 January 15, 1996
---------------------        
    (Michael Nafash)
                                
                                      -7-

<PAGE>
                                 EXHIBIT INDEX
                                 -------------
          Exhibit numbers are in accordance with the Exhibit Table in
                          Item 601 of Regulation S-K.
                                
                                                     
Exhibit                                                  Sequential
Number    Description                                     Page No.  
------    -----------                                     --------

  4.1     Mark Solutions, Inc. 1993 Stock 
           Option Plan                                        9      

  4.2     Form of Stock Option Grant 
           Agreement                                          23     

  5.1     Opinion of Timothy J. McCartney, Esq.
          re: legality                                        29      

  23.1    Consent of Sax Macy Fromm & Co., P.C.               30  

  23.2    Consent of Timothy J. McCartney, Esq.
          (included in Exhibit 5.1)


                                      -8-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16720}]
{"company-data": {"conformed-name": "MARK SOLUTIONS INC", "cik": "0000807397", "assigned-sic": "3448", "irs-number": "112684481", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00209", "film-number": "96503918"}, "business-address": {"street1": "87 RTE 17 N", "city": "MAYWOOD", "state": "NJ", "zip": "07607", "phone": "2013688118"}, "mail-address": {"street1": "87 ROUTE 17 NORTH", "city": "MAYWOOD", "state": "NJ", "zip": "07607"}, "former-company": {"former-conformed-name": "SHOWCASE COSMETICS INC", "date-changed": "19920703"}}
As filed with the Securities and                           Page 1 of 30 Pages
Exchange Commission on January 16, 1996                   Reg. No. 33-
------------------------------------------------------------------------------
             
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                              
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                             MARK SOLUTIONS, INC.
            (Exact name of Registrant as specified in its charter)

           Delaware                                        11-2864481       
  (State or other jurisdiction                           (IRS Employer
of incorporation or organization)                      Identification No.)
                                 
                           Parkway Technical Center
                               1515 Broad Street
                         Bloomfield, New Jersey 07003
               (Address of principal offices including zip code)

                            1993 Stock Option Plan
                                      and
         Consultant Stock Option Grants Pursuant to Written Agreements
                             (Full Title of Plans)

                            Carl Coppola, President
                             Mark Solutions, Inc.
                               1515 Broad Street
                         Bloomfield, New Jersey 07003
                    (Name and Address of agent for service)

                                (201) 893-0500
         (Telephone number including area code for agent for service)

                        CALCULATION OF REGISTRATION FEE
==============================================================================
Title of Each  Amount to be   Proposed     Proposed Maximum    Amount of
Class of       Registered(1)  Maximum      Aggregate           of Registration 
Securities to                 Offering     Offering Price (2)  Fee (1)
be Registered                 Price Per 
                              Share (2) 
------------------------------------------------------------------------------
Common Stock,
$.01 par value   1,055,000     $ 5.75        $ 6,066,250         $ 2,091.81
==============================================================================

(1) Also registered hereby pursuant to Rule 416 are such additional

indeterminate shares of Common Stock or other securities as may become issuable
by reason of stock splits or other adjustments pursuant to antidilution
provisions of the 1993 Stock Option Plan and Consultant Stock Option Grants.

(2) Estimated solely for purposes of calculating registration fee pursuant to
Rule 457 based upon the last sales price as reported on NASDAQ within the prior
five days.

                        Exhibit Index Appears on Page 8
MARK SOLUTIONS, INC.
                        Form S-8 Registration Statement
                          For 1993 Stock Option Plan
                                      and
                        Consultant Stock Option Grants
                        Pursuant to Written Agreements
                    _______________________________________

                                    PART I.
               Information Required in Section 10(a) Prospectus

     This Registration Statement is filed with the Securities and Exchange 
Commission (the "Commission") for the purpose of registering 1,055,000 shares of
common stock, $.01 par value, ("Common Stock") of the Registrant in connection
with its 1993 Stock Option Plan (the "Plan") and Consultant Stock Option Grants
pursuant to written agreements (the "Option Grants").

     Information required by Part I (Items 1 and 2) is included in documents 
sent or given to participants in the Plan and Option Grants pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

                                   PART II.
                Information Required in Registration Statement

Item 3- Incorporation of Documents by Reference.

     The following documents are incorporated by reference into this 
Registration Statement, and are made a part hereof:

(a)  The Registrant's Annual Report on Form 10-K, containing audited financial
statements, for the fiscal year ended June 30, 1995.

(b)  The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 1995.

(c)  All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the  securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of  filing of
such documents.  Any statement contained in a document incorporated or deemed to

be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained  herein or in any other subsequently filed document which also is 

                               -2-
incorporated or deemed incorporated by reference herein modifies or supersedes
such statement.  Any such document so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement. 

(d)  The description of securities of the Registrant offered hereunder contained
in Registrant's Joint Proxy Statement/Prospectus on Form S-4 declared effective
by the Commission on October 8, 1993 (Commission File Number 33-61176).

Item 4- Description of Securities.

     Not applicable.

Item 5- Interests of Named Experts and Counsel.

     Timothy J. McCartney, Esq., legal counsel to the Registrant, is rendering 
the opinion regarding the legality of the securities offered pursuant this
Registration Statement.  Mr. McCartney has been granted options to purchase up
to 30,000 shares of the Registrant's Common Stock and such shares are being
registered under this Registrant Statement.

Item 6- Indemnification of Officers and Directors.

     Reference is made to Article Seven of the Certificate of Incorporation of 
the Registrant and Section 145 of the Delaware General Corporation Law. 

     Article Seven of the Certificate of Incorporation of the Registrant 
provides for indemnification to the full extent permitted by Delaware law of all
persons whom it shall have the power to indemnify thereunder.  Section 145 of
the General Corporation Law of the State of Delaware ("GCL") contains provisions
entitling directors and officers of the Registrant to indemnification from
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorney's fees, as the result of being or having been a director or officer of
the Registrant provided said officers or directors acted in good faith.  GCL
Section 145 provides broad powers of indemnification of directors and officers
by their corporation.  For example, the board of directors, the shareholders, or
independent legal counsel in some circumstances may authorize the corporation to
indemnify any officer or director again expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonable
incurred by him in connection with any "threatened, pending or completed action,
suit or proceeding other than an  action by or in the right of the corporation,
whether civil, 

                               -3-
criminal, administrative or investigative -- by reason of the fact that he is or
was a director or officer of the corporation, if such director or officer acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests  of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful". 
With respect to any threatened, pending or completed  action or suit by or in
the right of a Delaware corporation, the corporation may in like manner
indemnify any officer or director against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such personal shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation, but only if and to the extent that the Court of Chancery or the
court in which the action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

     Should a director or officer defend litigation arising out of his office 
and be successful on the merits or otherwise in defense of the action, GCL
Section 145 provides that such officer or director shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     Finally, a corporation organized under the GCL shall have power to 
purchase and maintain insurance on behalf of any director or officer against any
liability asserted against him and incurred by him in such capacity or arising
out of his status as an officer or a director, whether or not the corporation
would have the power to indemnify him against such liability under the before
described provisions of Section 145 of the GCL.

     Insofar as indemnification for liabilities arising under the Securities 
Act may be permitted to directors and officers, or persons controlling the
Registrant, the Registrant 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.

     The Registrant has obtained insurance to protect its directors and 
officers against certain liabilities under a directors and officers policy
providing customary coverage.

                               -4-
Item 7- Exemption From Registration Claimed.

     Not applicable.

Item 8- Exhibits.

Reference is made to the Exhibit Index which is included on page 8 of this
Registration Statement.

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 to include any
additional or changed material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
 
(2)  That, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be treated as a new registration
statement relating to the securities offered herein, and shall treat the
offering of such securities at that time as 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.

(4)  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.

(5)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in Item 6 hereof or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the 

                                      -5-
payment by Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such  director, officer or controlling person
of the Registrant in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as

expressed in the Securities Act of 1933, and will be governed by the final
adjudication of such issue.

                                      -6-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a registration statement 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 Town of Bloomfield, State of New Jersey on
January 15, 1996.

                              MARK SOLUTIONS, INC.

                              By: /s/ Carl Coppola                
                                  ----------------------------------
                                  Carl Coppola, President, Chief
                                  Executive Officer and Chief
                                  Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

Signature                  Title                    Date          
---------                  -----                    ----

/s/ Carl Coppola           President, Chief         January 15, 1996
---------------------        Executive Officer
    Carl Coppola             Chief Financial                
                             Officer and Director
                                                                  
/s/ Richard Branca         Director                 January 15, 1996
---------------------        
    (Richard Branca)

/s/ Ronald E. Olszowy      Director                 January 15, 1996
---------------------        
    (Ronald E. Olszowy)

/s/ William Westerhoff     Director                 January 15, 1996
---------------------        
    (William Westerhoff)

/s/ Michael Nafash         Director                 January 15, 1996
---------------------        
    (Michael Nafash)
                                
                                      -7-
EXHIBIT INDEX
                                 -------------
          Exhibit numbers are in accordance with the Exhibit Table in
                          Item 601 of Regulation S-K.
                                
                                                     
Exhibit                                                  Sequential
Number    Description                                     Page No.  
------    -----------                                     --------

  4.1     Mark Solutions, Inc. 1993 Stock 
           Option Plan                                        9      

  4.2     Form of Stock Option Grant 
           Agreement                                          23     

  5.1     Opinion of Timothy J. McCartney, Esq.
          re: legality                                        29      

  23.1    Consent of Sax Macy Fromm & Co., P.C.               30  

  23.2    Consent of Timothy J. McCartney, Esq.
          (included in Exhibit 5.1)

                                      -8-