<PAGE>

             As filed with the Securities and Exchange Commission on
                               September 3, 1996

                                                          Commission No. 0-24256
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                   ----------

                         ENHANCED SERVICES COMPANY, INC.
             (Exact name of registrant as specified in its charter)

                                    Colorado
                (State of other jurisdiction of incorporation or
                                  organization)

                                   84-1075908
                     (I.R.S. Employer Identification Number)

                            16000 Barkers Point Lane
                              Houston, Texas 77079
                    (Address of Principal Executive Offices)

                              AMENDED AND RESTATED
                        1992 INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)

                                   ----------

                                 Kenneth Duckman
                         Enhanced Services Company, Inc.
                            16000 Barkers Point Lane
                              Houston, Texas 77079
                     (Name and address of agent for service)

           Telephone number, including area code of agent for service:
                                 (713) 556-5051



<PAGE>
                                   ----------

                                    Copy to:

                            Joseph Greenberger, Esq.
                              Greenberger & Forman
                           1370 Avenue of the Americas
                          New York, New York 10019-4602

Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.


                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

=============================================================================================================
                                                   Proposed             Proposed
                                                   maximum              maximum
Title of                        Amount             offering             aggregate                 Amount of
securities to                   to be               price              offering                 registration
be registered                 registered         per share(1)           price(1)                     fee
- -------------------------------------------------------------------------------------------------------------
<S>                            <C>          <C>       <C>           <C>    
Common Stock,
 $.001 par
 value                         241,240              $5.45              $1,314,047                   $453.12
</TABLE>


(1)           Estimated solely for the purpose of calculating the
              registration fee pursuant to Rule 457 under the Securities
              Act of 1933 on the basis of the average exercise prices of
              the options previously granted and, with respect to the
              remaining shares reserved for option grants under the Plan,
              the average of the closing bid/asked price of the Company's
              Common Stock on August 27, 1996, as quoted on the
              Electronic Bulletin Board operated by the NASD.




<PAGE>

PROSPECTUS
                         ENHANCED SERVICES COMPANY. INC.
                         250,000 Shares of Common Stock
                                ($.001 Par Value)

     TO BE ISSUED PURSUANT TO THE AMENDED AND RESTATED 1992 INCENTIVE STOCK
OPTION PLAN OF ENHANCED SERVICES COMPANY, INC.

              This Prospectus covers the offer and sale of shares of Common
Stock, par value $.001 per share (the "Common Stock"), of Enhanced Services
Company, Inc. (the "Company") to employees, directors and consultants of the
Company who have been or may be granted options pursuant to the Company's
Amended and Restated 1992 Incentive Stock Option Plan (the "Plan"). The offer is
made at the prices and on the terms and conditions contained in the Common Stock
options granted or to be granted pursuant to the Plan.

              The shares of Common Stock covered by this Prospectus are traded
over the counter on the Electronic Bulletin Board operated by the National
Association of Securities Dealers, under the symbol ESVS. Employees who are not
"affiliates" of the Company (as that term is defined in Rule 405 of the
Securities Act of 1933, as amended (the "Act")) and who exercise options to
purchase shares under the Plan may resell such shares from time to time.

              This Prospectus is not available for resale of the securities
described herein by persons who are "affiliates" of the Company, as that term is
defined in Rule 405 under the Act. Such resales may be made pursuant to Rule 144
under the Act or pursuant to a registration under Rule 415 under the Act by
means of a separate prospectus. See - "Restrictions on Resale"

              No other person is authorized to give any information or make any
representation not contained or incorporated by reference in this Prospectus in
connection with the offer contained in this Prospectus, and, if given or made,
such other information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer to sell or the solicitation of any offer
to buy any security other than the securities covered by this Prospectus, nor
does it constitute an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation.

              THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.







<PAGE>

                                TABLE OF CONTENTS

                                                                  Page

Available Information................................................1

Information Incorporated by Reference................................1

The Company..........................................................2

Enhanced Services Company, Inc., Amended and
    Restated 1992 Incentive Stock Option Plan........................2

              General Information....................................2
              Purpose................................................3
              Administration.........................................3
              Securities to be Offered; Eligibility..................4
              Outstanding Options....................................4
              Terms and Conditions of Options........................4
              Amendment and Discontinuance of Plan ..................5
              Other Information......................................5
              Tax Effects............................................6

Restrictions on Resale of Stock......................................7

Legal Matters........................................................8

Experts..............................................................8

Statement on Indemnification.........................................8




<PAGE>

                              AVAILABLE INFORMATION

              Enhanced Services Company, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "Exchange
Act"), and, in accordance therewith, files reports and other materials with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other materials filed by the Company can be inspected and copied (at
prescribed rates) at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, such
reports, proxy statements and other information can also be inspected and copied
at the offices of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.

              The Company has filed with the Commission a Registration Statement
on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with respect to an aggregate of 241,240 shares of the
Company's Common Stock, which may be issued to certain employees, directors and
consultants of the Company, upon the exercise of stock options issued to said
individuals, pursuant to the Company's Amended and Restated 1992 Incentive Stock
Option Plan. This Prospectus does not contain all of the information set forth
in the Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the shares of the Common Stock
offered by this Prospectus, reference is made to the Registration Statement,
including the exhibits thereto. Statements in this Prospectus as to any document
are not necessarily complete, and where any such document is an exhibit to the
Registration Statement or is incorporated by reference herein, each such
statement is qualified in all respects by the provisions of such exhibit or
other document, to which reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement, with exhibits, may be
obtained from the Commission's office in Washington, D.C. (at the above address)
upon payment of the fees prescribed by the rules and regulations of the
Commission, or examined there without charges.

                      INFORMATION INCORPORATED BY REFERENCE

              The following documents filed with the Commission are incorporated
herein by reference:

              1.              The Company's latest Annual Report on Form 10-KSB
                              for its fiscal year ended November 30, 1995 and
                              the Registrant's effective registration statement
                              on Form 10-SB;

              2.              All other reports filed pursuant to Section 13 or
                              15(d) of the 1934 Act since the end of the fiscal
                              year covered by the Annual report on Form 10-KSB
                              referred to in paragraph 1 above; and


                                       -1-

<PAGE>



              3.              The description of the Common Stock contained in
                              the Company's registration statement on Form
                              10-SB, filed under section 12 of the 1934 Act
                              including any amendment or report updating such
                              description.

Additionally, all reports and other documents subsequently filed by the Company
pursuant to sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and to be a part hereof form the date of the filing of such reports and
documents.

              The Company hereby undertakes to furnish without charge to each
person to whom this Prospectus is delivered, upon written or oral request of
such person, a copy of any or all of the documents described above, other than
exhibits to such documents. Requests should be addressed to Mr. Kenneth Duckman,
President, Enhanced Services Company, Inc., 16000 Barkers Point Lane, Houston,
Texas 77079, telephone number (713) 556-5051.


                                   THE COMPANY

              The Company was incorporated under the laws of the State of
Colorado on March 16, 1987 as Crystal Venture Fund, Inc. The Company provides
upgrade, repair and maintenance and asset management services for portable
computers (hardware services) as well as multimedia presentation development,
processing and deployment for sales, marketing, training, industrial and
promotional applications (customized software services) primarily to medium and
large companies. The Company's principal executive offices are located at 16000
Barkers Point Lane, Houston, Texas 77079, and its telephone number is (713)
556-5051.


                         ENHANCED SERVICES COMPANY, INC.
              AMENDED AND RESTATED 1992 INCENTIVE STOCK OPTION PLAN

General Information

              In March 1992, the Company's Board and shareholders adopted the
Company's 1992 Incentive Stock Option Plan, under which 70,000 shares of the
Company's Common Stock, $.001 par value, were initially reserved for issuance
under options granted or to be granted to certain employees, officers or
directors of the Company or its subsidiaries. In April 1994, the shareholders
approved an amendment which increased the number of shares reserved under the
Plan to 130,000.

              At the Company's Annual Meeting held on June 17, 1996, the
Company's shareholders approved a proposal to amend and restate the plan (as
amended and restated, the "Plan") in order to (i) further increase the number of
shares reserved for issuance under the Plan to 250,000; (ii) add provisions
whereby upon joining the Board and upon subsequent reelection to the Board,
non-employee directors would automatically receive options to purchase up to
2,000 shares

                                       -2-

<PAGE>

of the Company's Common Stock; (iii) add provisions to permit the granting of
Non-Qualified Stock Options to consultants, advisors, and representatives of the
Company; (iv) replace the limitation whereby the fair market value of Incentive
Stock Options granted to an individual during any calendar year can not exceed
$100,000, with a provision permitting an individual to exercise Incentive Stock
Options for shares having a fair market value of $100,000 during any calendar
year; and (v) extend the term of the Plan from March 2002 to April 2006.

              The Plan is not subject to the Employee Retirement Income Security
Act of 1974.

Summary of the Plan

              The following summary of the Plan is not intended to be complete,
and is qualified in its entirety by reference to the Plan itself, a copy of
which may be obtained without charge from the Company by requesting a copy from
Enhanced Services Company, Inc., 16000 Barkers Point Lane, Houston, TX 77079,
telephone (713) 556-5051, facsimile (713) 556-5035. Capitalized terms used
herein shall have the meaning ascribed to them in the Plan.

Purpose

              The primary purpose of the Plan is to promote the growth and
profitability of the Company by providing, through the granting of options,
incentives to attract highly talented persons to positions with one or more of
the Participating Companies, to retain such persons and to motivate them to use
their best efforts on behalf of the Participating Company employer. Options
granted to employees under the Plan may be either incentive stock options,
within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code") ("Incentive Stock Options"), or options which do not
constitute Incentive Stock Options ("Non-Qualified Stock Options"). Options
granted to consultants and non-employee directors under the Plan will be
Non-Qualified Options.

Administration

              The Plan is administered either by (i) the Board or (ii) a
Committee of no less than two Board members, appointed by the Board. The Board
and the Committee each have full and absolute power and authority in its sole
discretion to (i) determine which Eligible Persons shall receive Options, (ii)
determine the time when Options shall be granted, (iii) determine the terms and
conditions, of any Option granted under the Plan, (iv) determine the number of
Shares which shall be subject to each Option granted under the Plan, and (v)
interpret the provisions of the Plan and of any Option granted under the Plan.

              The interpretations and constructions by the Board or Committee of
any provisions of the Plan and of Options granted thereunder, and such
determinations of the Board or Committee as they deem appropriate for the
administration of the Plan and of Options granted thereunder, are final and
conclusive on all persons

                                       -3-

<PAGE>

having any interest thereunder. The Board may from time to time remove members
from, or add members to, the Committee, and vacancies on the Committee shall be
filled by the Board. The Board may abolish the Committee at any time or revest
in the Board the administration of the Plan.

Eligibility and Extent of Participation

              Options may be granted only to employees, consultants,
representatives, advisors and directors of the Company and its subsidiaries.
Incentive Stock Options may be granted only to individuals who are employees
(including officers and directors who are also employees) of the Company or any
parent or subsidiary corporation (as defined in Section 424 of the Code) of the
Company at the time the Option is granted. Non-Qualified Stock Options may be
granted to individuals who are consultants, representatives, advisors or
directors of the Company or any such parent or subsidiary corporation. As of
August 25, 1996, approximately 45 individuals were eligible to receive Options,
and Options were held by 22 individual(s) under the Plan. Subject to the terms
of the Plan, the Board and the Committee have full and final authority to
determine the persons who are to be granted Options under the Plan and the
number of Shares subject to each Option.

Existing Option Grants

              On April 1, 1996, the Board granted new options to twelve current
employees of the Company, in exchange for the cancellation of options previously
granted to such individuals. In the aggregate, new options to purchase up to
16,700 shares of the Company's Common Stock at an exercise price of $2.50 per
share were granted, in exchange for the cancellation of old options to purchase
up to (i) 5,700 shares at $4.55 per share and (ii) 11,000 shares at $9.15 per
share. As of August 25, 1996, options to purchase 8,760 shares had been
exercised, and options to purchase up to 81,533 shares were outstanding as
follows:


                              No. of Outstanding                 No. of
      Exercise Price                Options                   Vested Shares
      --------------          ------------------              -------------

           $2.50                    53,033                       45,833

           $4.55                    20,500                       20,500

          $12.65                     8,000                        8,000



159,707 shares of the Company's Common Stock are currently available for future
issuance under the Plan.

Purchase Price and Exercise of Options

              The purchase price for each Share issuable upon exercise of an
Option are to be determined by the Committee, but in the case of Incentive Stock
Options shall not be less than 100% of the fair market value of such Share on
the date the Option is granted, except that no Incentive Stock Option may be
granted to an individual if, at the time

                                       -4-

<PAGE>

the Option is granted, such individual beneficially owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or of its parent or subsidiary corporation, within the meaning of
Section 422(b)(6) of the Code, unless (i) at the time such Option is granted the
option price is at least 110% of the fair market value of the Stock subject to
the Option and (ii) such Option by its terms is not exercisable after the
expiration of five years from the date of the grant. To the extent that the
aggregate fair market value (determined at the time the respective Incentive
Stock Option is granted) of stock with respect to which Incentive Stock Options
are exercisable for the first time by an individual during any calendar year
exceeds $100,000, such excess Incentive Stock Options are to be treated as
Non-Qualified Stock Options.

              An Option may be exercised in such amounts and at such times as
may be determined by the Board or the Committee at the time of grant of such
Option. To the extent that an Option is not exercised within the period of
exercisability fixed by the Committee, it will expire as to the then unexercised
part.

Expiration and Transfer of Options

              Options are non-transferable, except by will or by the laws of
descent and distribution. During the lifetime of each Option holder, only he or
she may exercise his or her Option.

Adjustment of Shares

              If any change is made in the Shares subject to the Plan, or
subject to any Option granted under the Plan, through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, combination of
Shares, rights offerings, change in the corporate structure of the Company, or
otherwise, such adjustment are to be made as to the maximum number of Shares
subject to the Plan, and the number of Shares and prices per share of stock
subject to outstanding Options as the Committee may deem appropriate.

Amendments to and Termination of the Plan

              The Board may amend, suspend, alter, or terminate the Plan at any
time. To the extent necessary or desirable to comply with Rule 16b-3, the I.R.C.
or any other applicable law or regulation, the Company is required to obtain
shareholder approval of any amendment to the Plan only in such a manner and to
such a degree as required.

              The Board may amend the terms of any Option previously granted,
prospectively or retroactively; provided, however, that unless required by
applicable law, rule or regulation, no amendment of the Plan or of any Option
Agreement may without the consent of any Optionee holding any such affected
Options, be permitted if such amendment would affect in a material and adverse
manner Options granted prior to the date of any such amendment.


                                       -5-

<PAGE>

                         FEDERAL INCOME TAX CONSEQUENCES

              The following summary of the Federal income tax consequences of
the grant and exercise of Options, and the disposition of Shares purchased
pursuant to the exercise of Options, is intended to reflect the current
provisions of the Code and the regulations thereunder. This summary is not
intended to be a complete statement of applicable law, not does it deal with
state and local tax considerations.

Incentive Stock Options

              No taxable income will be recognized by the Option holder at the
time of a grant or exercise of an Option. The excess of the fair market value of
the Common Stock over the option price at the date of exercise of an Option is
an adjustment for purposes of computing the alternative minimum tax under
section 55 of the Code. If the requirements of section 422 of the Code are met
by the Option holder (including the requirement that no disposition of such
Shares is made by the Option holder for more than two years after the grant of
the Option and for more than one year after the exercise of such Option), then
any gain or loss realized by the Option holder upon disposition of such Shares
will be treated as long-term capital gain or loss (assuming such Shares are held
as a capital asset by the Option holder). If the requirements of section 422 of
the Code are met, the Company will not be entitled to any deduction for Federal
income tax purposes as a result of the issuance of such Shares pursuant to the
exercise of the Option. If Shares acquired on exercise of an Option are disposed
of prior to the expiration of either of the required holding periods described
above (a "disqualifying disposition"), the Option holder will recognize ordinary
income in the year in which the disposition of such Shares occurs. The amount of
such ordinary income will be the excess of (a) the lower of the amount realized
on disposition of such Shares or the fair market value of such Shares on the
date of exercise of such Option, over (b) the Option price, so long as the
disposition is by sale or exchange with respect to which a loss, if sustained,
would be recognized. In addition, long-term capital gain may be recognized by
the Option holder (assuming such Shares are held as a capital asset for more
than six months by the Option holder) in an amount equal to the excess of the
amount realized on the disqualifying disposition over the sum of the Option
price and the ordinary income recognized by the Option holder. The Company (or
the employer of the Option holder) will ordinarily be entitled to a deduction
for Federal income tax purposes at the time of the disqualifying disposition in
an amount equal to the ordinary income recognized by the Option holder.

              If an Option is exercised by the estate of an Option holder, the
holding periods do not apply, and the estate will not recognize any ordinary
income when it disposes of the Shares acquired upon the exercise of such Option.
The estate, however, may recognize long-term capital gain, and the Company will
not be entitled to any deduction for Federal income tax purposes.



                                       -6-

<PAGE>

Non-Qualified Stock Options

              No tax obligation will arise for the optionee or the Company upon
the granting of either Incentive Stock Options or Non-Qualified Stock Options
under the Plan. Upon exercise of a Non-Qualified Stock Option, an optionee will
recognize ordinary income in an amount equal to the excess, if any, of the fair
market value, on the date of exercise, of the stock acquired over the exercise
price of the option. Thereupon, the Company will be entitled to a tax deduction
in an amount equal to the ordinary income recognized by the optionee. Any
additional gain or loss realized by an optionee on disposition of the shares
generally will be capital gain or loss to the optionee and will not result in
any addition tax deduction to the Company. The taxable event arising from
exercise of Non-Qualified Stock Options by officers of the Company subject to
Section 16(b) of the Securities Act of 1934 occurs on the later of the date on
which the option is exercised or the date six months after the date the option
was granted unless the optionee elects, within 30 days of the date of exercise,
to recognize ordinary income as of the date of exercise. The income recognized
at the end of any deferred period will include any appreciation in the value of
the stock during that period and the capital gain holding period will not being
to run until the completion of such period.


                         RESTRICTIONS ON RESALE OF STOCK

              Shares purchased hereunder by a person deemed an "affiliate" of
the Company under the 1933 Act, must be registered for resale by such person
unless such resale complies with the provision of Rule 144 promulgated under the
1933 Act. Rule 405 under the 1933 Act defines an "affiliate" as "a person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with," the Company. Generally, under
Rule 144, if certain conditions, including a two year holding period, are met, a
person may sell, within a three month period, a number of shares that does not
exceed the greater of 1% of the number of outstanding shares or the average
weekly trading volume for the four calendar weeks preceding the filing of the
requisite notice. In addition, every officer or director of the Company is
subject to the "short-swing" profits liability provisions of Section 16 of the
1934 Act. Such provisions may restrict resale of shares of Common Stock received
under the Plan. The foregoing is not intended to be a complete statement of
applicable law and participants in the Plan should rely on their own legal
counsel.


                                 TRANSFER AGENT

              The Transfer Agent for the shares of common stock is the Corporate
Stock Transfer Co., 370 17th Street, Denver, Colorado 80202.



                                       -7-

<PAGE>

                                  LEGAL MATTERS

              Certain legal matters in connection with the securities offered
hereby are being passed upon for the Company by Greenberger & Forman, 1370
Avenue of the Americas, New York, New York 10019-4602, counsel to the Company.

                                     EXPERTS

              The audited consolidated financial statements of the Company
incorporated by reference in this Prospectus have been so incorporated in
reliance on the report of Schumacher & Associates, Inc., independent certified
public accountants, given on the authority of said firm as experts in auditing
and accounting.

                          STATEMENT ON INDEMNIFICATION

              Under provisions of the Company's Amended and Restated Articles of
Incorporation, any person made a party to any lawsuit by reason of being a
director or officer of the Company, or any parent or subsidiary thereof, shall
be indemnified by the Company to the full extent authorized by the Colorado
Corporation Code, as amended. Said Code was repealed on July 1, 1994 and was
replaced by articles 101-117 of the Colorado Business Corporation Act.

              Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.



                                       -8-

<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference

              The documents listed in (a) through (c) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), 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 the Registration Statement and to be part
thereof from the date of filing of such documents.

              (a)         The Registrant's Annual Report on Form 10-KSB for
                          the fiscal year ended November 30, 1995 and the
                          Registrant's effective registration statement on
                          Form 10-SB;

              (b)         All other reports filed pursuant to Section 13 or
                          15(d) of the Exchange Act since the end of the
                          fiscal year covered by the Registrant's Form
                          10-KSB referred to in (a) above.

              (c)         The class of securities to be offered hereby is
                          registered under Section 12 of the Exchange Act.  A
                          description of the Registrant's securities is set
                          forth in Item 11 of its Form 10-SB which is
                          incorporated as a part of this Registration
                          Statement.


Item 6.       Indemnification of Directors and Officers.

              a.  Article VIII of Registrant's Amended and Restated
Articles of Incorporation provides:

"The Corporation may and shall indemnify each director, officer and any employee
or agent of the Corporation, his heirs, executors and administrators, against
any and all expenses or liability reasonably incurred by him in connection with
any action, suit or proceeding to which he may be a party by reason of his being
or having been a director, officer, employee or agent of the Corporation to the
full extent required or permitted by the Colorado Corporation Code, as amended."
Said Code was repealed on July 1, 1994 and was replaced by articles 101-117 of
the Colorado Business Corporation Act.



                                      II-1

<PAGE>



              b. Article 109 of the Colorado Business Corporation Act
provides that:

7-109-101.  Definitions.  As used in this article:

              (1) "Corporation" includes any domestic or foreign predecessor
entity of the corporation in a merger, consolidation, or other transaction in
which the predecessor's existence ceased upon consummation of the transaction.

              (2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, fiduciary, or agent of another foreign or domestic corporation or
other person, or of an employee benefit plan. A director shall be considered to
be serving an employee benefit plan at the corporation's request if his duties
to the corporation also impose duties on or otherwise involve services by him to
the plan or to participants in or beneficiaries of the plan. "Director"
includes, unless the context requires otherwise, the estate or personal
representative of a director.

              (3) "Expenses" includes counsel fees.

              (4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine including an excise tax
assessed with respect to an employee benefit plan, or reasonable expenses.

              (5) "Official capacity", when used with respect to a director,
means the office of director in a corporation, and, when used with respect to a
person other than a director, as contemplated in Section 7-109-107 means the
office in a corporation held by the officer or the employment or agency
relationship undertaken by the employee fiduciary, or agent on behalf of the
corporation. "Official capacity" does not include service for any other foreign
or domestic corporation or any other person or employee benefit plan.

              (6) "Party" includes a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

              (7) "Proceeding" means any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.

              7-109-102.  Authority to indemnify directors. (1) Except as
provided in paragraph (4) of this section, a corporation may indemnify
a person made a party to a proceeding because the person is or was a
director if:

              (a) the person conducted himself in good faith;



                                      II-2

<PAGE>



              (b) the person reasonably believed:

                              (I) In the case of conduct in an official capacity
with the corporation, that his conduct was in the corporation's best interests;
or

                              (II)  In all other cases, that his conduct was at
least not opposed to the corporation's best interests; and

              (c) In the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.

              (2) A director's conduct with respect to an employee benefit plan
for a purpose he reasonably believed to be in the interests of the participants
in or beneficiaries of the plan is conduct that satisfies the requirements of
subparagraph (II) of paragraph (b) of subsection (1) of this section. A
director's conduct with respect to an employee benefit plan for a purpose that
he did not reasonably believe to be in the interests of the participants in or
beneficiaries of the plan shall be deemed not to satisfy the requirements of
paragraph (a) of subsection (1) of this section.

              (3) The termination of any proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
is not of itself determinative that the director did not meet the standard of
conduct described in this section.

              (4)  A corporation may not indemnify a director under this
section:

                  (a)  In connection with a proceeding by or in the right
of the corporation in which the director was adjudged liable to the
corporation; or

                  (b) In connection with any proceeding charging improper
personal benefit to the director, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis that he derived
an improper personal benefit proceeding.

              (5) Indemnification permitted under this section in connection
with a proceeding by or in the right of a corporation is limited to reasonable
expenses incurred in connection with the proceeding.

              7-109-103. Mandatory indemnification of directors. Unless limited
by its articles of incorporation, a corporation shall indemnify a person who was
wholly successful, on the merits or otherwise, in defense of any proceeding to
which he was a party because the person is or was a director, against reasonable
expenses incurred by him in connection with the proceeding.

              7-109-104.  Advance of expenses to directors.

              (1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of the final
disposition of the proceeding if:

                                      II-3

<PAGE>




                         (a) The director furnishes the corporation
                         a written affirmation of his good-faith belief that
                         he has met the standard of conduct described in
                         section 7-109-102;

                         (b) The director furnishes the corporation a
                         written undertaking, executed personally or on his
                         behalf, to repay the advance if it is determined
                         that he did not meet such standard of conduct; and

                         (c) A determination is made that the facts then
                         known to those making the determination would not
                         preclude indemnification under this article.

              (2) The undertaking required by paragraph (b) of subsection (1) of
this section shall be an unlimited general obligation of the director, but need
not be secured and may be accepted without reference to financial ability to
make repayment.

              (3) Determinations and authorizations of payments under this
section shall be made in the manner specified in section 7-109- 106.

              7-109-105. Court-Ordered indemnification of directors. (1) Unless
otherwise provided in the articles of incorporation, a director who is or was a
party to a proceeding may apply for indemnification to the court conducting the
proceeding or to another court of competent jurisdiction. On receipt of an
application, the court, after giving any notice the court considers necessary,
may order indemnification in the following manner:

              (a) If it determines the director is entitled to mandatory
indemnification under section 7-109-103, the court shall order indemnification
in which case the court shall also order the corporation to pay the director's
reasonable expenses incurred to obtain court-ordered indemnification.

              (b) If it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether
or not he met the standard of conduct set forth in section 7-109-102(1) or was
adjudged liable in the circumstances described in section 7-109-102(4), the
court may order such indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability shall have
been adjudged in the circumstances described in section 7-109-102(4) is limited
to reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.

              7-109-106. Determination and authorization of indemnification of
directors. (1) A corporation may not indemnify a director under section
7-109-102 unless authorized in the specific case after a determination has been
made that indemnification of the director is permissible in the circumstances
because he has met the standard of conduct set forth in section 7-109-102. A
corporation shall not advance expenses to a director under section 7-109-104
unless

                                      II-4

<PAGE>



authorized in the specific case after the written affirmation and undertaking
required by section 7-109-104(1)(a) and (1)(b) are received and the
determination required by Section 7-109-104(1)(c) has been made.

              (2) The determinations required to be made by subsection (1) of
this section shall be made:

                              (a) By the board of directors by a majority vote
                              of those present at a meeting where a quorum is
                              present, which quorum shall consist of directors
                              not parties to the proceeding or;

                              (b) If a quorum cannot be obtained, by a majority
                              vote of a committee of the board designated by the
                              board, which committee shall consist of two or
                              more directors not parties to the proceeding;
                              except that directors who are parties to the
                              proceeding may participate in the designation of
                              directors for the committee.

              (3) If a quorum cannot be obtained and the committee cannot be
established under paragraph (b) of this section, or even if a quorum is obtained
or a committee designated, if a majority of the directors constituting such
quorum or committee so directs, the determination required to be made by
subsection (1) shall be made:

                              (a) By independent legal counsel selected by a
                              vote of the board of directors or the committee in
                              the manner specified in paragraph (a) or (b) of
                              subsection (2) of this section or, if a quorum of
                              the full board cannot be obtained and a committee
                              cannot be established, by independent legal
                              counsel selected by a majority vote of the full
                              board; or

                              (b) By the shareholders.

              (4) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible; except that, if the determination that
indemnification is permissible is made by independent legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by the body that selected said counsel.


              7-109-107. Indemnification of officers, employees, fiduciaries,
and agents. Unless otherwise provided in the articles of incorporation:

              (a) An officer is entitled to mandatory indemnification pursuant
to section 7-109-103 of this section and is entitled to apply for court-ordered
indemnification pursuant to section 7-109-105 in each case to the same extent as
a director;


                                      II-5

<PAGE>



              (b) A corporation may indemnify or advance expenses to an officer,
employee, fiduciary or agent of the corporation who is not a director to the
same extent as to a director; and

              (c) A corporation may also indemnify and advance expenses to an
officer, employee, fiduciary or agent of the corporation who is not a director
to a greater extent if not inconsistent with public policy, and if provided for
by its bylaws, general or specification of its shareholders or directors, or in
a contract.

              7-109-108. Insurance. A corporation may purchase and maintain
insurance on behalf of a person who is or was a director, officer, employee,
fiduciary, or agent of the corporation and who, while a director, officer,
employee, fiduciary, or agent of the corporation is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee,
fiduciary, or agent of any other foreign or domestic corporation or other person
or of an employee benefit plan, against any liability asserted against or
incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against the
same liability under 7-109-102, 7-109-103, or 7-109-107. Any such insurance may
be procured from any insurance company designated by the board of directors,
whether such insurance company is formed under the laws of this state or any
other jurisdiction of the United States or elsewhere, including any insurance
company in which the corporation has an equity or any other interest through
stock ownership or otherwise.

              7-109-109. Limitation of indemnification of directors. (1) a
provision treating a corporation's indemnification of, or advance of expenses
to, directors that is contained in its articles of incorporation or bylaws, in a
resolution of its shareholders or board of directors, or in a contract, except
an insurance policy, or otherwise, is valid only to the extent the provision is
not inconsistent with sections 7-109-101 to 7-109-108. If the articles of
incorporation limit indemnification or advance of expenses, indemnification and
advance of expenses are valid only to the extent not inconsistent with the
articles of incorporation.

              (2) Sections 7-109-101 to 7-109-108 do not limit a corporation's
power to pay or reimburse expenses incurred by a director in connection with an
appearance as a witness in a proceeding at a time when he or she has not been
made a named defendant or respondent in the proceeding.

              7-109-110. Notice to shareholders of indemnification of director.
If a corporation indemnifies or advances expenses to a director under this
article in connection with a proceeding by or in the right of the corporation,
the corporation shall give written notice of the indemnification or advance to
the shareholders with or before the notice of the next shareholders' meeting. If
the next shareholder action is taken without a meeting at the instigation of the
board of directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.


                                      II-6

<PAGE>



              c. Article 108 of the Colorado Business Corporation Act provides
as follows:

              7-108-402. Limitation of certain liabilities of directors and
officers (1) If so provided in the articles of incorporation, the corporation
shall eliminate or limit the personal liability of a director to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director; except that any such provision shall not eliminate or limit the
liability of a director to the corporation or to its shareholders for monetary
damages for any breach of the director's duty of loyalty to the corporation or
to its shareholders, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, acts specified in section
7-108-403, or any transaction from which the director directly or indirectly
derived an improper personal benefit. No such provision shall eliminate or limit
the liability of a director to the corporation or to its shareholders for
monetary damages for any act or omission occurring before the date when such
provision becomes effective.

              (2) No director or officer shall be personally liable for any
injury to person or property arising out of a tort committed by an employee
unless such director or officer was personally involved in the situation giving
rise to the litigation or unless such director or officer committed a criminal
offense in connection with such situation. The protection afforded in this
subsection (2) shall not restrict other common-law protections and rights that a
director or officer may have. This subsection (2) shall not restrict the
corporation's right to eliminate or limit the personal liability of a director
to the corporation or to its shareholders for monetary damages for breach of
fiduciary duty as a director as provided in subsection (1) of this section.



                                      II-7

<PAGE>



Item 8.       Exhibits.

              The following documents are filed as Exhibits to this Registration
Statement:

              4(a)        --           Enhanced Services Company, Inc.,
                                       Amended and Restated 1992 Incentive
                                       Stock Option Plan

              5           --           Opinion of Greenberger & Forman as to
                                       the validity of the shares being
                                       registered

              24.1        --           Consent of Greenberger & Forman

              24.2        --           Consent of Schumacher & Associates,
                                       Inc., Certified Public Accountants

              25          --           Power of Attorney (following signature
                                       page of 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:

                              (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Act");

                              (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;

              Provided, however, that paragraphs (i) and (ii) shall 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 of Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

              (2) That, for the purpose of determining any liability under the
Act, 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.


                                      II-8

<PAGE>



              (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 the purposes of determining any liability under the
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the 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-9

<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 Houston, State of Texas, on the 30th day of
August, 1996.

                                         ENHANCED SERVICES COMPANY, INC.
                                         (Registrant)

                                         By:   /s/ Kenneth Duckman
                                               ------------------------------- 
                                               KENNETH DUCKMAN, President
                                               and Chief Executive
                                               Officer

                                         By:   /s/ Robert Smith
                                               ------------------------------- 
                                               ROBERT SMITH, Chief Financial
                                               Officer


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


Signature                         Capacity                   Date
- ---------                         --------                   ----

/s/ Michael Bernard
- -------------------------------
MICHAEL BERNARD                   Director                   August 30, 1996



/s/ Kenneth Duckman
- -------------------------------
KENNETH DUCKMAN                   Director                   August 30, 1996


/s/ John Meaney
- -------------------------------
JOHN MEANEY                       Director                   August 30, 1996



- -------------------------------
BERTRAM PARISER, Ph.D.            Director                   August   , 1996



/s/ Ralph LaBarge
- -------------------------------
RALPH LABARGE                     Director                   August 30, 1996



                                      II-10
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 56677}]
{"company-data": {"conformed-name": "ENHANCED SERVICES CO INC", "cik": "0000830489", "assigned-sic": "6770", "irs-number": "841075908", "state-of-incorporation": "CO", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11309", "film-number": "96625140"}, "business-address": {"street1": "16000 BARKER POINT LANE", "city": "HOUSTON", "state": "TX", "zip": "77079", "phone": "7135565051"}, "mail-address": {"street1": "16000 BARKER POINT LANE", "street2": "SUITE 100", "city": "HOUSTON", "state": "TX", "zip": "77079"}, "former-company": [{"former-conformed-name": "CRYSTAL VENTURE CORP", "date-changed": "19920703"}, {"former-conformed-name": "CRYSTAL VENTURE FUND INC", "date-changed": "19880517"}]}
As filed with the Securities and Exchange Commission on
                               September 3, 1996

                                                          Commission No. 0-24256
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                   ----------

                         ENHANCED SERVICES COMPANY, INC.
             (Exact name of registrant as specified in its charter)

                                    Colorado
                (State of other jurisdiction of incorporation or
                                  organization)

                                   84-1075908
                     (I.R.S. Employer Identification Number)

                            16000 Barkers Point Lane
                              Houston, Texas 77079
                    (Address of Principal Executive Offices)

                              AMENDED AND RESTATED
                        1992 INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)

                                   ----------

                                 Kenneth Duckman
                         Enhanced Services Company, Inc.
                            16000 Barkers Point Lane
                              Houston, Texas 77079
                     (Name and address of agent for service)

           Telephone number, including area code of agent for service:
                                 (713) 556-5051
----------

                                    Copy to:

                            Joseph Greenberger, Esq.
                              Greenberger & Forman
                           1370 Avenue of the Americas
                          New York, New York 10019-4602

Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.

                                   ----------

                         CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                   Proposed             Proposed
                                                   maximum              maximum
Title of                        Amount             offering             aggregate                 Amount of
securities to                   to be               price              offering                 registration
be registered                 registered         per share(1)           price(1)                     fee
- -------------------------------------------------------------------------------------------------------------
Common Stock,
 $.001 par
 value                         241,240              $5.45              $1,314,047                   $453.12
(1)           Estimated solely for the purpose of calculating the
              registration fee pursuant to Rule 457 under the Securities
              Act of 1933 on the basis of the average exercise prices of
              the options previously granted and, with respect to the
              remaining shares reserved for option grants under the Plan,
              the average of the closing bid/asked price of the Company's
              Common Stock on August 27, 1996, as quoted on the
              Electronic Bulletin Board operated by the NASD.
PROSPECTUS
                         ENHANCED SERVICES COMPANY. INC.
                         250,000 Shares of Common Stock
                                ($.001 Par Value)

     TO BE ISSUED PURSUANT TO THE AMENDED AND RESTATED 1992 INCENTIVE STOCK
OPTION PLAN OF ENHANCED SERVICES COMPANY, INC.

              This Prospectus covers the offer and sale of shares of Common
Stock, par value $.001 per share (the "Common Stock"), of Enhanced Services
Company, Inc. (the "Company") to employees, directors and consultants of the
Company who have been or may be granted options pursuant to the Company's
Amended and Restated 1992 Incentive Stock Option Plan (the "Plan"). The offer is
made at the prices and on the terms and conditions contained in the Common Stock
options granted or to be granted pursuant to the Plan.

              The shares of Common Stock covered by this Prospectus are traded
over the counter on the Electronic Bulletin Board operated by the National
Association of Securities Dealers, under the symbol ESVS. Employees who are not
"affiliates" of the Company (as that term is defined in Rule 405 of the
Securities Act of 1933, as amended (the "Act")) and who exercise options to
purchase shares under the Plan may resell such shares from time to time.

              This Prospectus is not available for resale of the securities
described herein by persons who are "affiliates" of the Company, as that term is
defined in Rule 405 under the Act. Such resales may be made pursuant to Rule 144
under the Act or pursuant to a registration under Rule 415 under the Act by
means of a separate prospectus. See - "Restrictions on Resale"

              No other person is authorized to give any information or make any
representation not contained or incorporated by reference in this Prospectus in
connection with the offer contained in this Prospectus, and, if given or made,
such other information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer to sell or the solicitation of any offer
to buy any security other than the securities covered by this Prospectus, nor
does it constitute an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation.

              THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
TABLE OF CONTENTS

                                                                  Page

Available Information................................................1

Information Incorporated by Reference................................1

The Company..........................................................2

Enhanced Services Company, Inc., Amended and
    Restated 1992 Incentive Stock Option Plan........................2

              General Information....................................2
              Purpose................................................3
              Administration.........................................3
              Securities to be Offered; Eligibility..................4
              Outstanding Options....................................4
              Terms and Conditions of Options........................4
              Amendment and Discontinuance of Plan ..................5
              Other Information......................................5
              Tax Effects............................................6

Restrictions on Resale of Stock......................................7

Legal Matters........................................................8

Experts..............................................................8

Statement on Indemnification.........................................8
AVAILABLE INFORMATION

              Enhanced Services Company, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "Exchange
Act"), and, in accordance therewith, files reports and other materials with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other materials filed by the Company can be inspected and copied (at
prescribed rates) at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, such
reports, proxy statements and other information can also be inspected and copied
at the offices of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.

              The Company has filed with the Commission a Registration Statement
on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with respect to an aggregate of 241,240 shares of the
Company's Common Stock, which may be issued to certain employees, directors and
consultants of the Company, upon the exercise of stock options issued to said
individuals, pursuant to the Company's Amended and Restated 1992 Incentive Stock
Option Plan. This Prospectus does not contain all of the information set forth
in the Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the shares of the Common Stock
offered by this Prospectus, reference is made to the Registration Statement,
including the exhibits thereto. Statements in this Prospectus as to any document
are not necessarily complete, and where any such document is an exhibit to the
Registration Statement or is incorporated by reference herein, each such
statement is qualified in all respects by the provisions of such exhibit or
other document, to which reference is hereby made, for a full statement of the
provisions thereof. A copy of the Registration Statement, with exhibits, may be
obtained from the Commission's office in Washington, D.C. (at the above address)
upon payment of the fees prescribed by the rules and regulations of the
Commission, or examined there without charges.

                      INFORMATION INCORPORATED BY REFERENCE

              The following documents filed with the Commission are incorporated
herein by reference:

              1.              The Company's latest Annual Report on Form 10-KSB
                              for its fiscal year ended November 30, 1995 and
                              the Registrant's effective registration statement
                              on Form 10-SB;

              2.              All other reports filed pursuant to Section 13 or
                              15(d) of the 1934 Act since the end of the fiscal
                              year covered by the Annual report on Form 10-KSB
                              referred to in paragraph 1 above; and

                                       -1-
3.              The description of the Common Stock contained in
                              the Company's registration statement on Form
                              10-SB, filed under section 12 of the 1934 Act
                              including any amendment or report updating such
                              description.

Additionally, all reports and other documents subsequently filed by the Company
pursuant to sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and to be a part hereof form the date of the filing of such reports and
documents.

              The Company hereby undertakes to furnish without charge to each
person to whom this Prospectus is delivered, upon written or oral request of
such person, a copy of any or all of the documents described above, other than
exhibits to such documents. Requests should be addressed to Mr. Kenneth Duckman,
President, Enhanced Services Company, Inc., 16000 Barkers Point Lane, Houston,
Texas 77079, telephone number (713) 556-5051.

                                   THE COMPANY

              The Company was incorporated under the laws of the State of
Colorado on March 16, 1987 as Crystal Venture Fund, Inc. The Company provides
upgrade, repair and maintenance and asset management services for portable
computers (hardware services) as well as multimedia presentation development,
processing and deployment for sales, marketing, training, industrial and
promotional applications (customized software services) primarily to medium and
large companies. The Company's principal executive offices are located at 16000
Barkers Point Lane, Houston, Texas 77079, and its telephone number is (713)
556-5051.

                         ENHANCED SERVICES COMPANY, INC.
              AMENDED AND RESTATED 1992 INCENTIVE STOCK OPTION PLAN

General Information

              In March 1992, the Company's Board and shareholders adopted the
Company's 1992 Incentive Stock Option Plan, under which 70,000 shares of the
Company's Common Stock, $.001 par value, were initially reserved for issuance
under options granted or to be granted to certain employees, officers or
directors of the Company or its subsidiaries. In April 1994, the shareholders
approved an amendment which increased the number of shares reserved under the
Plan to 130,000.

              At the Company's Annual Meeting held on June 17, 1996, the
Company's shareholders approved a proposal to amend and restate the plan (as
amended and restated, the "Plan") in order to (i) further increase the number of
shares reserved for issuance under the Plan to 250,000; (ii) add provisions
whereby upon joining the Board and upon subsequent reelection to the Board,
non-employee directors would automatically receive options to purchase up to
2,000 shares

                                       -2-
of the Company's Common Stock; (iii) add provisions to permit the granting of
Non-Qualified Stock Options to consultants, advisors, and representatives of the
Company; (iv) replace the limitation whereby the fair market value of Incentive
Stock Options granted to an individual during any calendar year can not exceed
$100,000, with a provision permitting an individual to exercise Incentive Stock
Options for shares having a fair market value of $100,000 during any calendar
year; and (v) extend the term of the Plan from March 2002 to April 2006.

              The Plan is not subject to the Employee Retirement Income Security
Act of 1974.

Summary of the Plan

              The following summary of the Plan is not intended to be complete,
and is qualified in its entirety by reference to the Plan itself, a copy of
which may be obtained without charge from the Company by requesting a copy from
Enhanced Services Company, Inc., 16000 Barkers Point Lane, Houston, TX 77079,
telephone (713) 556-5051, facsimile (713) 556-5035. Capitalized terms used
herein shall have the meaning ascribed to them in the Plan.

Purpose

              The primary purpose of the Plan is to promote the growth and
profitability of the Company by providing, through the granting of options,
incentives to attract highly talented persons to positions with one or more of
the Participating Companies, to retain such persons and to motivate them to use
their best efforts on behalf of the Participating Company employer. Options
granted to employees under the Plan may be either incentive stock options,
within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code") ("Incentive Stock Options"), or options which do not
constitute Incentive Stock Options ("Non-Qualified Stock Options"). Options
granted to consultants and non-employee directors under the Plan will be
Non-Qualified Options.

Administration

              The Plan is administered either by (i) the Board or (ii) a
Committee of no less than two Board members, appointed by the Board. The Board
and the Committee each have full and absolute power and authority in its sole
discretion to (i) determine which Eligible Persons shall receive Options, (ii)
determine the time when Options shall be granted, (iii) determine the terms and
conditions, of any Option granted under the Plan, (iv) determine the number of
Shares which shall be subject to each Option granted under the Plan, and (v)
interpret the provisions of the Plan and of any Option granted under the Plan.

              The interpretations and constructions by the Board or Committee of
any provisions of the Plan and of Options granted thereunder, and such
determinations of the Board or Committee as they deem appropriate for the
administration of the Plan and of Options granted thereunder, are final and
conclusive on all persons

                                       -3-
having any interest thereunder. The Board may from time to time remove members
from, or add members to, the Committee, and vacancies on the Committee shall be
filled by the Board. The Board may abolish the Committee at any time or revest
in the Board the administration of the Plan.

Eligibility and Extent of Participation

              Options may be granted only to employees, consultants,
representatives, advisors and directors of the Company and its subsidiaries.
Incentive Stock Options may be granted only to individuals who are employees
(including officers and directors who are also employees) of the Company or any
parent or subsidiary corporation (as defined in Section 424 of the Code) of the
Company at the time the Option is granted. Non-Qualified Stock Options may be
granted to individuals who are consultants, representatives, advisors or
directors of the Company or any such parent or subsidiary corporation. As of
August 25, 1996, approximately 45 individuals were eligible to receive Options,
and Options were held by 22 individual(s) under the Plan. Subject to the terms
of the Plan, the Board and the Committee have full and final authority to
determine the persons who are to be granted Options under the Plan and the
number of Shares subject to each Option.

Existing Option Grants

              On April 1, 1996, the Board granted new options to twelve current
employees of the Company, in exchange for the cancellation of options previously
granted to such individuals. In the aggregate, new options to purchase up to
16,700 shares of the Company's Common Stock at an exercise price of $2.50 per
share were granted, in exchange for the cancellation of old options to purchase
up to (i) 5,700 shares at $4.55 per share and (ii) 11,000 shares at $9.15 per
share. As of August 25, 1996, options to purchase 8,760 shares had been
exercised, and options to purchase up to 81,533 shares were outstanding as
follows:

                              No. of Outstanding                 No. of
      Exercise Price                Options                   Vested Shares
      --------------          ------------------              -------------

           $2.50                    53,033                       45,833

           $4.55                    20,500                       20,500

          $12.65                     8,000                        8,000

159,707 shares of the Company's Common Stock are currently available for future
issuance under the Plan.

Purchase Price and Exercise of Options

              The purchase price for each Share issuable upon exercise of an
Option are to be determined by the Committee, but in the case of Incentive Stock
Options shall not be less than 100% of the fair market value of such Share on
the date the Option is granted, except that no Incentive Stock Option may be
granted to an individual if, at the time

                                       -4-
the Option is granted, such individual beneficially owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or of its parent or subsidiary corporation, within the meaning of
Section 422(b)(6) of the Code, unless (i) at the time such Option is granted the
option price is at least 110% of the fair market value of the Stock subject to
the Option and (ii) such Option by its terms is not exercisable after the
expiration of five years from the date of the grant. To the extent that the
aggregate fair market value (determined at the time the respective Incentive
Stock Option is granted) of stock with respect to which Incentive Stock Options
are exercisable for the first time by an individual during any calendar year
exceeds $100,000, such excess Incentive Stock Options are to be treated as
Non-Qualified Stock Options.

              An Option may be exercised in such amounts and at such times as
may be determined by the Board or the Committee at the time of grant of such
Option. To the extent that an Option is not exercised within the period of
exercisability fixed by the Committee, it will expire as to the then unexercised
part.

Expiration and Transfer of Options

              Options are non-transferable, except by will or by the laws of
descent and distribution. During the lifetime of each Option holder, only he or
she may exercise his or her Option.

Adjustment of Shares

              If any change is made in the Shares subject to the Plan, or
subject to any Option granted under the Plan, through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, combination of
Shares, rights offerings, change in the corporate structure of the Company, or
otherwise, such adjustment are to be made as to the maximum number of Shares
subject to the Plan, and the number of Shares and prices per share of stock
subject to outstanding Options as the Committee may deem appropriate.

Amendments to and Termination of the Plan

              The Board may amend, suspend, alter, or terminate the Plan at any
time. To the extent necessary or desirable to comply with Rule 16b-3, the I.R.C.
or any other applicable law or regulation, the Company is required to obtain
shareholder approval of any amendment to the Plan only in such a manner and to
such a degree as required.

              The Board may amend the terms of any Option previously granted,
prospectively or retroactively; provided, however, that unless required by
applicable law, rule or regulation, no amendment of the Plan or of any Option
Agreement may without the consent of any Optionee holding any such affected
Options, be permitted if such amendment would affect in a material and adverse
manner Options granted prior to the date of any such amendment.

                                       -5-
FEDERAL INCOME TAX CONSEQUENCES

              The following summary of the Federal income tax consequences of
the grant and exercise of Options, and the disposition of Shares purchased
pursuant to the exercise of Options, is intended to reflect the current
provisions of the Code and the regulations thereunder. This summary is not
intended to be a complete statement of applicable law, not does it deal with
state and local tax considerations.

Incentive Stock Options

              No taxable income will be recognized by the Option holder at the
time of a grant or exercise of an Option. The excess of the fair market value of
the Common Stock over the option price at the date of exercise of an Option is
an adjustment for purposes of computing the alternative minimum tax under
section 55 of the Code. If the requirements of section 422 of the Code are met
by the Option holder (including the requirement that no disposition of such
Shares is made by the Option holder for more than two years after the grant of
the Option and for more than one year after the exercise of such Option), then
any gain or loss realized by the Option holder upon disposition of such Shares
will be treated as long-term capital gain or loss (assuming such Shares are held
as a capital asset by the Option holder). If the requirements of section 422 of
the Code are met, the Company will not be entitled to any deduction for Federal
income tax purposes as a result of the issuance of such Shares pursuant to the
exercise of the Option. If Shares acquired on exercise of an Option are disposed
of prior to the expiration of either of the required holding periods described
above (a "disqualifying disposition"), the Option holder will recognize ordinary
income in the year in which the disposition of such Shares occurs. The amount of
such ordinary income will be the excess of (a) the lower of the amount realized
on disposition of such Shares or the fair market value of such Shares on the
date of exercise of such Option, over (b) the Option price, so long as the
disposition is by sale or exchange with respect to which a loss, if sustained,
would be recognized. In addition, long-term capital gain may be recognized by
the Option holder (assuming such Shares are held as a capital asset for more
than six months by the Option holder) in an amount equal to the excess of the
amount realized on the disqualifying disposition over the sum of the Option
price and the ordinary income recognized by the Option holder. The Company (or
the employer of the Option holder) will ordinarily be entitled to a deduction
for Federal income tax purposes at the time of the disqualifying disposition in
an amount equal to the ordinary income recognized by the Option holder.

              If an Option is exercised by the estate of an Option holder, the
holding periods do not apply, and the estate will not recognize any ordinary
income when it disposes of the Shares acquired upon the exercise of such Option.
The estate, however, may recognize long-term capital gain, and the Company will
not be entitled to any deduction for Federal income tax purposes.

                                       -6-
Non-Qualified Stock Options

              No tax obligation will arise for the optionee or the Company upon
the granting of either Incentive Stock Options or Non-Qualified Stock Options
under the Plan. Upon exercise of a Non-Qualified Stock Option, an optionee will
recognize ordinary income in an amount equal to the excess, if any, of the fair
market value, on the date of exercise, of the stock acquired over the exercise
price of the option. Thereupon, the Company will be entitled to a tax deduction
in an amount equal to the ordinary income recognized by the optionee. Any
additional gain or loss realized by an optionee on disposition of the shares
generally will be capital gain or loss to the optionee and will not result in
any addition tax deduction to the Company. The taxable event arising from
exercise of Non-Qualified Stock Options by officers of the Company subject to
Section 16(b) of the Securities Act of 1934 occurs on the later of the date on
which the option is exercised or the date six months after the date the option
was granted unless the optionee elects, within 30 days of the date of exercise,
to recognize ordinary income as of the date of exercise. The income recognized
at the end of any deferred period will include any appreciation in the value of
the stock during that period and the capital gain holding period will not being
to run until the completion of such period.

                         RESTRICTIONS ON RESALE OF STOCK

              Shares purchased hereunder by a person deemed an "affiliate" of
the Company under the 1933 Act, must be registered for resale by such person
unless such resale complies with the provision of Rule 144 promulgated under the
1933 Act. Rule 405 under the 1933 Act defines an "affiliate" as "a person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with," the Company. Generally, under
Rule 144, if certain conditions, including a two year holding period, are met, a
person may sell, within a three month period, a number of shares that does not
exceed the greater of 1% of the number of outstanding shares or the average
weekly trading volume for the four calendar weeks preceding the filing of the
requisite notice. In addition, every officer or director of the Company is
subject to the "short-swing" profits liability provisions of Section 16 of the
1934 Act. Such provisions may restrict resale of shares of Common Stock received
under the Plan. The foregoing is not intended to be a complete statement of
applicable law and participants in the Plan should rely on their own legal
counsel.

                                 TRANSFER AGENT

              The Transfer Agent for the shares of common stock is the Corporate
Stock Transfer Co., 370 17th Street, Denver, Colorado 80202.

                                       -7-
LEGAL MATTERS

              Certain legal matters in connection with the securities offered
hereby are being passed upon for the Company by Greenberger & Forman, 1370
Avenue of the Americas, New York, New York 10019-4602, counsel to the Company.

                                     EXPERTS

              The audited consolidated financial statements of the Company
incorporated by reference in this Prospectus have been so incorporated in
reliance on the report of Schumacher & Associates, Inc., independent certified
public accountants, given on the authority of said firm as experts in auditing
and accounting.

                          STATEMENT ON INDEMNIFICATION

              Under provisions of the Company's Amended and Restated Articles of
Incorporation, any person made a party to any lawsuit by reason of being a
director or officer of the Company, or any parent or subsidiary thereof, shall
be indemnified by the Company to the full extent authorized by the Colorado
Corporation Code, as amended. Said Code was repealed on July 1, 1994 and was
replaced by articles 101-117 of the Colorado Business Corporation Act.

              Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

                                       -8-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference

              The documents listed in (a) through (c) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), 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 the Registration Statement and to be part
thereof from the date of filing of such documents.

              (a)         The Registrant's Annual Report on Form 10-KSB for
                          the fiscal year ended November 30, 1995 and the
                          Registrant's effective registration statement on
                          Form 10-SB;

              (b)         All other reports filed pursuant to Section 13 or
                          15(d) of the Exchange Act since the end of the
                          fiscal year covered by the Registrant's Form
                          10-KSB referred to in (a) above.

              (c)         The class of securities to be offered hereby is
                          registered under Section 12 of the Exchange Act.  A
                          description of the Registrant's securities is set
                          forth in Item 11 of its Form 10-SB which is
                          incorporated as a part of this Registration
                          Statement.

Item 6.       Indemnification of Directors and Officers.

              a.  Article VIII of Registrant's Amended and Restated
Articles of Incorporation provides:

"The Corporation may and shall indemnify each director, officer and any employee
or agent of the Corporation, his heirs, executors and administrators, against
any and all expenses or liability reasonably incurred by him in connection with
any action, suit or proceeding to which he may be a party by reason of his being
or having been a director, officer, employee or agent of the Corporation to the
full extent required or permitted by the Colorado Corporation Code, as amended."
Said Code was repealed on July 1, 1994 and was replaced by articles 101-117 of
the Colorado Business Corporation Act.

                                      II-1
b. Article 109 of the Colorado Business Corporation Act
provides that:

7-109-101.  Definitions.  As used in this article:

              (1) "Corporation" includes any domestic or foreign predecessor
entity of the corporation in a merger, consolidation, or other transaction in
which the predecessor's existence ceased upon consummation of the transaction.

              (2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, fiduciary, or agent of another foreign or domestic corporation or
other person, or of an employee benefit plan. A director shall be considered to
be serving an employee benefit plan at the corporation's request if his duties
to the corporation also impose duties on or otherwise involve services by him to
the plan or to participants in or beneficiaries of the plan. "Director"
includes, unless the context requires otherwise, the estate or personal
representative of a director.

              (3) "Expenses" includes counsel fees.

              (4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine including an excise tax
assessed with respect to an employee benefit plan, or reasonable expenses.

              (5) "Official capacity", when used with respect to a director,
means the office of director in a corporation, and, when used with respect to a
person other than a director, as contemplated in Section 7-109-107 means the
office in a corporation held by the officer or the employment or agency
relationship undertaken by the employee fiduciary, or agent on behalf of the
corporation. "Official capacity" does not include service for any other foreign
or domestic corporation or any other person or employee benefit plan.

              (6) "Party" includes a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

              (7) "Proceeding" means any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.

              7-109-102.  Authority to indemnify directors. (1) Except as
provided in paragraph (4) of this section, a corporation may indemnify
a person made a party to a proceeding because the person is or was a
director if:

              (a) the person conducted himself in good faith;

                                      II-2
(b) the person reasonably believed:

                              (I) In the case of conduct in an official capacity
with the corporation, that his conduct was in the corporation's best interests;
or

                              (II)  In all other cases, that his conduct was at
least not opposed to the corporation's best interests; and

              (c) In the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.

              (2) A director's conduct with respect to an employee benefit plan
for a purpose he reasonably believed to be in the interests of the participants
in or beneficiaries of the plan is conduct that satisfies the requirements of
subparagraph (II) of paragraph (b) of subsection (1) of this section. A
director's conduct with respect to an employee benefit plan for a purpose that
he did not reasonably believe to be in the interests of the participants in or
beneficiaries of the plan shall be deemed not to satisfy the requirements of
paragraph (a) of subsection (1) of this section.

              (3) The termination of any proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
is not of itself determinative that the director did not meet the standard of
conduct described in this section.

              (4)  A corporation may not indemnify a director under this
section:

                  (a)  In connection with a proceeding by or in the right
of the corporation in which the director was adjudged liable to the
corporation; or

                  (b) In connection with any proceeding charging improper
personal benefit to the director, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis that he derived
an improper personal benefit proceeding.

              (5) Indemnification permitted under this section in connection
with a proceeding by or in the right of a corporation is limited to reasonable
expenses incurred in connection with the proceeding.

              7-109-103. Mandatory indemnification of directors. Unless limited
by its articles of incorporation, a corporation shall indemnify a person who was
wholly successful, on the merits or otherwise, in defense of any proceeding to
which he was a party because the person is or was a director, against reasonable
expenses incurred by him in connection with the proceeding.

              7-109-104.  Advance of expenses to directors.

              (1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of the final
disposition of the proceeding if:

                                      II-3
(a) The director furnishes the corporation
                         a written affirmation of his good-faith belief that
                         he has met the standard of conduct described in
                         section 7-109-102;

                         (b) The director furnishes the corporation a
                         written undertaking, executed personally or on his
                         behalf, to repay the advance if it is determined
                         that he did not meet such standard of conduct; and

                         (c) A determination is made that the facts then
                         known to those making the determination would not
                         preclude indemnification under this article.

              (2) The undertaking required by paragraph (b) of subsection (1) of
this section shall be an unlimited general obligation of the director, but need
not be secured and may be accepted without reference to financial ability to
make repayment.

              (3) Determinations and authorizations of payments under this
section shall be made in the manner specified in section 7-109- 106.

              7-109-105. Court-Ordered indemnification of directors. (1) Unless
otherwise provided in the articles of incorporation, a director who is or was a
party to a proceeding may apply for indemnification to the court conducting the
proceeding or to another court of competent jurisdiction. On receipt of an
application, the court, after giving any notice the court considers necessary,
may order indemnification in the following manner:

              (a) If it determines the director is entitled to mandatory
indemnification under section 7-109-103, the court shall order indemnification
in which case the court shall also order the corporation to pay the director's
reasonable expenses incurred to obtain court-ordered indemnification.

              (b) If it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether
or not he met the standard of conduct set forth in section 7-109-102(1) or was
adjudged liable in the circumstances described in section 7-109-102(4), the
court may order such indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability shall have
been adjudged in the circumstances described in section 7-109-102(4) is limited
to reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.

              7-109-106. Determination and authorization of indemnification of
directors. (1) A corporation may not indemnify a director under section
7-109-102 unless authorized in the specific case after a determination has been
made that indemnification of the director is permissible in the circumstances
because he has met the standard of conduct set forth in section 7-109-102. A
corporation shall not advance expenses to a director under section 7-109-104
unless

                                      II-4
authorized in the specific case after the written affirmation and undertaking
required by section 7-109-104(1)(a) and (1)(b) are received and the
determination required by Section 7-109-104(1)(c) has been made.

              (2) The determinations required to be made by subsection (1) of
this section shall be made:

                              (a) By the board of directors by a majority vote
                              of those present at a meeting where a quorum is
                              present, which quorum shall consist of directors
                              not parties to the proceeding or;

                              (b) If a quorum cannot be obtained, by a majority
                              vote of a committee of the board designated by the
                              board, which committee shall consist of two or
                              more directors not parties to the proceeding;
                              except that directors who are parties to the
                              proceeding may participate in the designation of
                              directors for the committee.

              (3) If a quorum cannot be obtained and the committee cannot be
established under paragraph (b) of this section, or even if a quorum is obtained
or a committee designated, if a majority of the directors constituting such
quorum or committee so directs, the determination required to be made by
subsection (1) shall be made:

                              (a) By independent legal counsel selected by a
                              vote of the board of directors or the committee in
                              the manner specified in paragraph (a) or (b) of
                              subsection (2) of this section or, if a quorum of
                              the full board cannot be obtained and a committee
                              cannot be established, by independent legal
                              counsel selected by a majority vote of the full
                              board; or

                              (b) By the shareholders.

              (4) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible; except that, if the determination that
indemnification is permissible is made by independent legal counsel,
authorization of indemnification and evaluation as to reasonableness of expenses
shall be made by the body that selected said counsel.

              7-109-107. Indemnification of officers, employees, fiduciaries,
and agents. Unless otherwise provided in the articles of incorporation:

              (a) An officer is entitled to mandatory indemnification pursuant
to section 7-109-103 of this section and is entitled to apply for court-ordered
indemnification pursuant to section 7-109-105 in each case to the same extent as
a director;

                                      II-5
(b) A corporation may indemnify or advance expenses to an officer,
employee, fiduciary or agent of the corporation who is not a director to the
same extent as to a director; and

              (c) A corporation may also indemnify and advance expenses to an
officer, employee, fiduciary or agent of the corporation who is not a director
to a greater extent if not inconsistent with public policy, and if provided for
by its bylaws, general or specification of its shareholders or directors, or in
a contract.

              7-109-108. Insurance. A corporation may purchase and maintain
insurance on behalf of a person who is or was a director, officer, employee,
fiduciary, or agent of the corporation and who, while a director, officer,
employee, fiduciary, or agent of the corporation is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee,
fiduciary, or agent of any other foreign or domestic corporation or other person
or of an employee benefit plan, against any liability asserted against or
incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against the
same liability under 7-109-102, 7-109-103, or 7-109-107. Any such insurance may
be procured from any insurance company designated by the board of directors,
whether such insurance company is formed under the laws of this state or any
other jurisdiction of the United States or elsewhere, including any insurance
company in which the corporation has an equity or any other interest through
stock ownership or otherwise.

              7-109-109. Limitation of indemnification of directors. (1) a
provision treating a corporation's indemnification of, or advance of expenses
to, directors that is contained in its articles of incorporation or bylaws, in a
resolution of its shareholders or board of directors, or in a contract, except
an insurance policy, or otherwise, is valid only to the extent the provision is
not inconsistent with sections 7-109-101 to 7-109-108. If the articles of
incorporation limit indemnification or advance of expenses, indemnification and
advance of expenses are valid only to the extent not inconsistent with the
articles of incorporation.

              (2) Sections 7-109-101 to 7-109-108 do not limit a corporation's
power to pay or reimburse expenses incurred by a director in connection with an
appearance as a witness in a proceeding at a time when he or she has not been
made a named defendant or respondent in the proceeding.

              7-109-110. Notice to shareholders of indemnification of director.
If a corporation indemnifies or advances expenses to a director under this
article in connection with a proceeding by or in the right of the corporation,
the corporation shall give written notice of the indemnification or advance to
the shareholders with or before the notice of the next shareholders' meeting. If
the next shareholder action is taken without a meeting at the instigation of the
board of directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.

                                      II-6
c. Article 108 of the Colorado Business Corporation Act provides
as follows:

              7-108-402. Limitation of certain liabilities of directors and
officers (1) If so provided in the articles of incorporation, the corporation
shall eliminate or limit the personal liability of a director to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director; except that any such provision shall not eliminate or limit the
liability of a director to the corporation or to its shareholders for monetary
damages for any breach of the director's duty of loyalty to the corporation or
to its shareholders, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, acts specified in section
7-108-403, or any transaction from which the director directly or indirectly
derived an improper personal benefit. No such provision shall eliminate or limit
the liability of a director to the corporation or to its shareholders for
monetary damages for any act or omission occurring before the date when such
provision becomes effective.

              (2) No director or officer shall be personally liable for any
injury to person or property arising out of a tort committed by an employee
unless such director or officer was personally involved in the situation giving
rise to the litigation or unless such director or officer committed a criminal
offense in connection with such situation. The protection afforded in this
subsection (2) shall not restrict other common-law protections and rights that a
director or officer may have. This subsection (2) shall not restrict the
corporation's right to eliminate or limit the personal liability of a director
to the corporation or to its shareholders for monetary damages for breach of
fiduciary duty as a director as provided in subsection (1) of this section.

                                      II-7
Item 8.       Exhibits.

              The following documents are filed as Exhibits to this Registration
Statement:

              4(a)        --           Enhanced Services Company, Inc.,
                                       Amended and Restated 1992 Incentive
                                       Stock Option Plan

              5           --           Opinion of Greenberger & Forman as to
                                       the validity of the shares being
                                       registered

              24.1        --           Consent of Greenberger & Forman

              24.2        --           Consent of Schumacher & Associates,
                                       Inc., Certified Public Accountants

              25          --           Power of Attorney (following signature
                                       page of 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:

                              (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Act");

                              (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;

              Provided, however, that paragraphs (i) and (ii) shall 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 of Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

              (2) That, for the purpose of determining any liability under the
Act, 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.

                                      II-8
(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 the purposes of determining any liability under the
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the 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-9
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 Houston, State of Texas, on the 30th day of
August, 1996.

                                         ENHANCED SERVICES COMPANY, INC.
                                         (Registrant)

                                         By:   /s/ Kenneth Duckman
                                               ------------------------------- 
                                               KENNETH DUCKMAN, President
                                               and Chief Executive
                                               Officer

                                         By:   /s/ Robert Smith
                                               ------------------------------- 
                                               ROBERT SMITH, Chief Financial
                                               Officer

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

Signature                         Capacity                   Date
- ---------                         --------                   ----

/s/ Michael Bernard
- -------------------------------
MICHAEL BERNARD                   Director                   August 30, 1996

/s/ Kenneth Duckman
- -------------------------------
KENNETH DUCKMAN                   Director                   August 30, 1996

/s/ John Meaney
- -------------------------------
JOHN MEANEY                       Director                   August 30, 1996

- -------------------------------
BERTRAM PARISER, Ph.D.            Director                   August   , 1996

/s/ Ralph LaBarge
- -------------------------------
RALPH LABARGE                     Director                   August 30, 1996

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