<PAGE>

As filed with the Securities and Exchange Commission on July 19, 2000.

                                                      Registration No. _________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------

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

                                 --------------

                             BERKSHIRE BANCORP INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                                   94-2563513
---------------------------------          ------------------------------------
(State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

160 BROADWAY, NEW YORK, NEW YORK                                        10038
---------------------------------------                              ----------
(Address of principal executive offices)                             (Zip Code)

                            1999 STOCK INCENTIVE PLAN
                            -------------------------
                            (Full title of the plan)

             MR. STEVEN ROSENBERG, PRESIDENT, BERKSHIRE BANCORP INC.
                     160 BROADWAY, NEW YORK, NEW YORK 10038
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 791-5362
                                 --------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Emanuel J. Adler, Esq.
                        Blank Rome Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174



<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                     Proposed     Proposed
                                     Maximum      Maximum
                                     Offering     Aggregate    Amount of
Title of Securities   Amount to be   Price Per    Offering     Registra-
to be Registered      Registered(1)  Share(2)     Price(2)     tion Fee
----------------      -------------  --------     --------     --------

<S>                   <C>             <C>         <C>          <C>
Common Stock, par     200,000 shares  $36.50      $7,300,000   $1,927.20
value $.10
per share
</TABLE>

         (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended
(the "Act"), there are also being registered such additional number of shares of
Common Stock as may become issuable pursuant to the anti-dilution provisions of
the 1999 Stock Incentive Plan.

         (2) Estimated, pursuant to Rule 457(c) under the Act, on the basis of
the last sale price of a share of Common Stock on July 14, 2000 as quoted on
NASDAQ SmallCap.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  Item 1.           Plan Information.

                  Item 2.           Registrant Information and Employee
                                    Plan Annual Information.*

         * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Act and the Note to Part I of Form S-8.



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                  Item 3. Incorporation of Documents by Reference.

                  The following documents previously filed by the registrant
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:

                  (1) The registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1999;

                  (2) The registrant's Transition Report on Form 10-K for the
transition period from November 1, 1999 to December 31, 1999;

                  (3) The registrant's Quarterly Report on Form 10-Q for the
three month period ended March 31, 2000;

                  (4) The registrant's Current Report on Form 8-K relating to
the event that occurred on April 13, 2000;

                  (5) The description of the registrant's common stock, par
value $.10 per share (the "Common Stock"), contained in the registrant's
Registration Statement filed on Form 8-A as filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description; and

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

                  Item 4. Description of Securities.

                  Not applicable.



<PAGE>


                  Item 5. Interests of Named Experts and Counsel.

                  The legality of the Common Stock offered hereby has been
passed upon by Blank Rome Tenzer Greenblatt LLP, New York, New York. Emanuel J.
Adler, a partner of that firm, serves as Secretary of the registrant.

                  Item 6. Indemnification of Directors and Officers.

                  Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers and directors under
certain circumstances against expenses incurred in successfully defending
against a claim and authorizes Delaware corporations to indemnify their officers
and directors under certain circumstances against expenses and liabilities
incurred in legal proceedings involving such persons because of their being or
having been an officer or director.

                  Section 102(b) of the Delaware General Corporation Law permits
a corporation, by so providing in its certificate of incorporation, to eliminate
or limit director's liability to the corporation and its stockholders for
monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders; (ii) acts or
omissions not made in good faith or which involve intentional misconduct of
knowing violations of law; (iii) liability for dividends paid or stock
repurchased or redeemed in violation of the Delaware General Corporation Law; or
(iv) any transaction from which the director derived an improper personal
benefit. Section 102(b)(7) does not authorize any limitation on the ability of
the corporation or its stockholders to obtain injunctive relief, specific
performance or other equitable relief against directors.

                  Article VIII of the registrant's Amended and Restated
Certificate of Incorporation provides, in substance, that no director shall be
personally liable to the registrant or any of its stockholders for monetary
damages for breach of his or her fiduciary duty as a director except to the
extent such elimination or limitation is prohibited by the Delaware General
Corporation Law. In addition, Article VIII of the registrant's Amended and
Restated Certificate of Incorporation and Article XI of the Amended and Restated
By-Laws of the registrant provide, in substance, that the registrant shall
indemnify (A) its directors and officers, whether serving the registrant or, at
its request, any other entity, to the full extent required or permitted by the
Delaware General Corporation Law now or hereafter in force, including the
advance of expenses under the procedures and to the full extent permitted by
law, and (B) other employees and agents

                                      II-2



<PAGE>


of the registrant to such extent as shall be expressly authorized by the board
of directors or the By-Laws and as permitted by law. The indemnification
provided by the registrant's Amended and Restated By-Laws and Amended and
Restated Certificate of Incorporation is not deemed exclusive of or in any way
to limit any other rights to which any person seeking indemnification may be
entitled.

                  Item 7. Exemption from Registration Claimed.

                  Not applicable.

                  Item 8. Exhibits.

<TABLE>
<CAPTION>
Exhibit No.                         Description
-----------                         -----------
<S>                                 <C>
         4.1                        1999 Stock Incentive Plan of the registrant
                                    (the "Plan"), incorporated by reference to
                                    Exhibit 10.8 of the registrant's Current
                                    Report on Form 8-K dated March 30, 1999.

         5                          Opinion of Blank Rome Tenzer Greenblatt LLP

         23.1                       Consent of Grant Thornton LLP

         23.2                       Consent of Blank Rome Tenzer Greenblatt LLP
                                    (included in Exhibit 5)
</TABLE>

                  Item 9. Undertakings.

                        (a) 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 the registration
statement or any material change to such information in the registration
statement.

                                      II-3



<PAGE>


                            provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.

                            (2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                            (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

                        (b) 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 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.

                        (c) 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 or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4



<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 14th day of
July, 2000.

                                    BERKSHIRE BANCORP INC.
                                ------------------------------
                                         (Registrant)

                                By: /s/ Steven Rosenberg
                                    -------------------------------------------
                                    Steven Rosenberg
                                    President

                  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 dates indicated.

<TABLE>
<CAPTION>
       Signature                       Title                               Date
       ---------                       -----                               ----
<S>                         <C>                                   <C>
/s/ Steven Rosenberg        President, (Chief Executive           July 14, 2000
-------------------------   Officer, Principal Financial
Steven Rosenberg            Officer, Principal Accounting
                            Officer); Director

/s/ William Cohen           Director                              July 14, 2000
-------------------------
William Cohen

/s/ Moses Marx              Director                              July 14, 2000
-------------------------
Moses Marx

/s/ Randolph B. Stockwell   Director                              July 14, 2000
-------------------------
Randolph B. Stockwell
</TABLE>

                                      II-5



<PAGE>


                                  Exhibit Index

<TABLE>
<CAPTION>
Exhibit No.         Description                                            Page
-----------         -----------                                            ----

      <S>           <C>                                                    <C>
      4.1           1999 Stock Incentive Plan of the
                    registrant (the "Plan"), incorporated by
                    reference to Exhibit 10.8 of the
                    registrant's Current Report on Form 8-K
                    dated March 30, 1999.

      5             Opinion of Blank Rome Tenzer
                    Greenblatt LLP

      23.1          Consent of Grant Thornton LLP

      23.2          Consent of Blank Rome Tenzer
                    Greenblatt LLP (included in Exhibit 5)
</TABLE>

                                      II-6



<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "BERKSHIRE BANCORP INC. S-8", "secsgml_size_bytes": 16810}]
{"company-data": {"conformed-name": "BERKSHIRE BANCORP INC /DE/", "cik": "0000759718", "assigned-sic": "6799", "irs-number": "942563513", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41708", "film-number": "675172"}, "business-address": {"street1": "160 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10038", "phone": "2127915362"}, "mail-address": {"street1": "160 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10038"}, "former-company": [{"former-conformed-name": "COOPER LIFE SCIENCES INC", "date-changed": "19920703"}, {"former-conformed-name": "COOPER LASERSONICS INC", "date-changed": "19880608"}]}
As filed with the Securities and Exchange Commission on July 19, 2000.

                                                      Registration No. _________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------

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

                                 --------------

                             BERKSHIRE BANCORP INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                                   94-2563513
---------------------------------          ------------------------------------
(State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

160 BROADWAY, NEW YORK, NEW YORK                                        10038
---------------------------------------                              ----------
(Address of principal executive offices)                             (Zip Code)

                            1999 STOCK INCENTIVE PLAN
                            -------------------------
                            (Full title of the plan)

             MR. STEVEN ROSENBERG, PRESIDENT, BERKSHIRE BANCORP INC.
                     160 BROADWAY, NEW YORK, NEW YORK 10038
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 791-5362
                                 --------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Emanuel J. Adler, Esq.
                        Blank Rome Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174
CALCULATION OF REGISTRATION FEE
Proposed     Proposed
                                     Maximum      Maximum
                                     Offering     Aggregate    Amount of
Title of Securities   Amount to be   Price Per    Offering     Registra-
to be Registered      Registered(1)  Share(2)     Price(2)     tion Fee
----------------      -------------  --------     --------     --------
Common Stock, par     200,000 shares  $36.50      $7,300,000   $1,927.20
value $.10
per share
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended
(the "Act"), there are also being registered such additional number of shares of
Common Stock as may become issuable pursuant to the anti-dilution provisions of
the 1999 Stock Incentive Plan.

         (2) Estimated, pursuant to Rule 457(c) under the Act, on the basis of
the last sale price of a share of Common Stock on July 14, 2000 as quoted on
NASDAQ SmallCap.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  Item 1.           Plan Information.

                  Item 2.           Registrant Information and Employee
                                    Plan Annual Information.*

         * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Act and the Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                  Item 3. Incorporation of Documents by Reference.

                  The following documents previously filed by the registrant
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:

                  (1) The registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1999;

                  (2) The registrant's Transition Report on Form 10-K for the
transition period from November 1, 1999 to December 31, 1999;

                  (3) The registrant's Quarterly Report on Form 10-Q for the
three month period ended March 31, 2000;

                  (4) The registrant's Current Report on Form 8-K relating to
the event that occurred on April 13, 2000;

                  (5) The description of the registrant's common stock, par
value $.10 per share (the "Common Stock"), contained in the registrant's
Registration Statement filed on Form 8-A as filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description; and

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

                  Item 4. Description of Securities.

                  Not applicable.
Item 5. Interests of Named Experts and Counsel.

                  The legality of the Common Stock offered hereby has been
passed upon by Blank Rome Tenzer Greenblatt LLP, New York, New York. Emanuel J.
Adler, a partner of that firm, serves as Secretary of the registrant.

                  Item 6. Indemnification of Directors and Officers.

                  Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers and directors under
certain circumstances against expenses incurred in successfully defending
against a claim and authorizes Delaware corporations to indemnify their officers
and directors under certain circumstances against expenses and liabilities
incurred in legal proceedings involving such persons because of their being or
having been an officer or director.

                  Section 102(b) of the Delaware General Corporation Law permits
a corporation, by so providing in its certificate of incorporation, to eliminate
or limit director's liability to the corporation and its stockholders for
monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders; (ii) acts or
omissions not made in good faith or which involve intentional misconduct of
knowing violations of law; (iii) liability for dividends paid or stock
repurchased or redeemed in violation of the Delaware General Corporation Law; or
(iv) any transaction from which the director derived an improper personal
benefit. Section 102(b)(7) does not authorize any limitation on the ability of
the corporation or its stockholders to obtain injunctive relief, specific
performance or other equitable relief against directors.

                  Article VIII of the registrant's Amended and Restated
Certificate of Incorporation provides, in substance, that no director shall be
personally liable to the registrant or any of its stockholders for monetary
damages for breach of his or her fiduciary duty as a director except to the
extent such elimination or limitation is prohibited by the Delaware General
Corporation Law. In addition, Article VIII of the registrant's Amended and
Restated Certificate of Incorporation and Article XI of the Amended and Restated
By-Laws of the registrant provide, in substance, that the registrant shall
indemnify (A) its directors and officers, whether serving the registrant or, at
its request, any other entity, to the full extent required or permitted by the
Delaware General Corporation Law now or hereafter in force, including the
advance of expenses under the procedures and to the full extent permitted by
law, and (B) other employees and agents

                                      II-2
of the registrant to such extent as shall be expressly authorized by the board
of directors or the By-Laws and as permitted by law. The indemnification
provided by the registrant's Amended and Restated By-Laws and Amended and
Restated Certificate of Incorporation is not deemed exclusive of or in any way
to limit any other rights to which any person seeking indemnification may be
entitled.

                  Item 7. Exemption from Registration Claimed.

                  Not applicable.

                  Item 8. Exhibits.
Exhibit No.                         Description
-----------                         -----------
4.1                        1999 Stock Incentive Plan of the registrant
                                    (the "Plan"), incorporated by reference to
                                    Exhibit 10.8 of the registrant's Current
                                    Report on Form 8-K dated March 30, 1999.

         5                          Opinion of Blank Rome Tenzer Greenblatt LLP

         23.1                       Consent of Grant Thornton LLP

         23.2                       Consent of Blank Rome Tenzer Greenblatt LLP
                                    (included in Exhibit 5)
Item 9. Undertakings.

                        (a) 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 the registration
statement or any material change to such information in the registration
statement.

                                      II-3
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.

                            (2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                            (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

                        (b) 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 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.

                        (c) 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 or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 14th day of
July, 2000.

                                    BERKSHIRE BANCORP INC.
                                ------------------------------
                                         (Registrant)

                                By: /s/ Steven Rosenberg
                                    -------------------------------------------
                                    Steven Rosenberg
                                    President

                  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 dates indicated.
Signature                       Title                               Date
       ---------                       -----                               ----
/s/ Steven Rosenberg        President, (Chief Executive           July 14, 2000
-------------------------   Officer, Principal Financial
Steven Rosenberg            Officer, Principal Accounting
                            Officer); Director

/s/ William Cohen           Director                              July 14, 2000
-------------------------
William Cohen

/s/ Moses Marx              Director                              July 14, 2000
-------------------------
Moses Marx

/s/ Randolph B. Stockwell   Director                              July 14, 2000
-------------------------
Randolph B. Stockwell
II-5
Exhibit Index
Exhibit No.         Description                                            Page
-----------         -----------                                            ----
4.1           1999 Stock Incentive Plan of the
                    registrant (the "Plan"), incorporated by
                    reference to Exhibit 10.8 of the
                    registrant's Current Report on Form 8-K
                    dated March 30, 1999.

      5             Opinion of Blank Rome Tenzer
                    Greenblatt LLP

      23.1          Consent of Grant Thornton LLP

      23.2          Consent of Blank Rome Tenzer
                    Greenblatt LLP (included in Exhibit 5)
II-6