--------------------------------------------------------------------------------
     As Filed With the Securities and Exchange Commission on March 29, 2000

                                                          Registration No.: 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  CAPRIUS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   22-2457487
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                  ONE PARKER PLAZA, FORT LEE, NEW JERSEY 07024
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                       CONSULTING AND SEVERANCE AGREEMENTS
--------------------------------------------------------------------------------
                            (Full title of the plans)

 JONATHAN JOELS, TREASURER; CAPRIUS, INC., ONE PARKER PLAZA, FORT LEE, NJ 07024
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (201) 592-8838
--------------------------------------------------------------------------------
           Telephone number, including area code, of agent for service

                                    Copy to:
                               Bruce A. Rich, Esq.
                            THELEN REID & PRIEST LLP
                               40 West 57th Street
                            New York, New York 10019


<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE

======================== ================= ==================== ==================== ===================
                                             PROPOSED MAXIMUM     PROPOSED MAXIMUM
 TITLE OF SECURITIES TO     AMOUNT TO BE    OFFERING PRICE PER   AGGREGATE OFFERING       AMOUNT OF
     BE REGISTERED         REGISTERED (1)        SHARE(2)               PRICE         REGISTRATION FEE
------------------------ ----------------- -------------------- -------------------- -------------------
<S>       <C>              <C>                <C>                 <C>                 <C>
Common Stock,
Par Value $.01             225,000 shares     $.81                $182,250.00         $48.11
------------------------ ----------------- -------------------- -------------------- -------------------
</TABLE>

(1)      The number of shares stated is the aggregate number of shares of Common
         Stock issued pursuant to the terms of the Consulting and Severance
         Agreements filed as exhibits hereto.

(2)      Based upon Rule 457(c) under the Securities Act of 1933.


<PAGE>


                                  CAPRIUS, INC.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     The shares of Common Stock included herein were issued to two executive
officers pursuant to Consulting and Severance Agreements.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION.

     Not Applicable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          1. The following documents, which have been filed by the Company with
the Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act"), are incorporated by
reference into this Registration Statement:

          (a) The Company's Quarterly Report on Form 10-QSB for the quarter
     ended December 31, 1999 (Commission File No. 0-11914);

          (b) The Company's Annual Report on Form 10-KSB for the fiscal year
     ended September 30, 1999 (Commission File No. 0-11914);

     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the Registration
Statement to the extent that a statement contained herein modifies or replaces
such statement. Any such statement shall not be deemed to constitute a part of
this Registration Statement except as so modified or replaced.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the Common Stock offered hereby will be passed upon for the
Company by Thelen Reid & Priest LLP, the Company's Counsel.

ITEM 6.  INDEMNIFICATION OF DIRECTORS

     The By-Laws of the Company provide in part that the Company shall indemnify
its directors, officers, employees and agents to the fullest extent permitted by
the General Corporation Law of the State of Delaware (the "DGCL").

     Section 145 of the DGCL permits a corporation, among other things, to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether


<PAGE>


civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

     A corporation also may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. However, in such an action by or on behalf of a corporation, no
indemnification may be made in respect of any claim, issue or matter as to which
the person is adjudged liable to the corporation unless and only to the extent
that the court determines that, despite the adjudication of liability but in
view of all the circumstances, the person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

     In addition, the indemnification and advancement of expenses provided by or
granted pursuant to Section 145 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

          Exhibit No.    Description
          ----------     -----------

          4.3.1*         Consulting and Severance Agreement for Jack Nelson.

          4.3.2*         Consulting and Severance Agreement for Enrique Levy

          5*             Opinion of Thelen Reid & Priest LLP.

          23.1*          Consent of BDO Seidman LLP.

          23.2*          Consent of Thelen Reid & Priest LLP (included in
                         Exhibit 5).

*         Filed herewith.


ITEM 9.  UNDERTAKINGS.

     The Company hereby undertakes:


                                      II-2
<PAGE>


     (a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

     (b) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

     (c) 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;

     (d) 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 (b) and (c) do not apply if the Registration Statement
is on Form S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by reference in the
Registration Statement;

     (e) That, for the purpose of determining any liability under the Securities
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;

     (f) To remove from registration by means of a post-effective amendment any
of the securities that remain unsold at the end of the offering;

     (g) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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; and

     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
a director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.


                                      II-3
<PAGE>


                                   SIGNATURES

THE COMPANY.

     Pursuant to the requirements of the Securities Act of 1933, the Company
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 Fort Lee, New Jersey, on the __th day of March, 2000.

                                        CAPRIUS INC.


                                        By:  /s/ George Aaron
                                           ------------------------------------
                                             George Aaron, President


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


    SIGNATURE                        TITLE                         DATE
    ---------                        -----                         ----

/s/ George Aaron               President, Chief Operating     March 29, 2000
-----------------------------      Officer and Director
     George Aaron

/s./ Jonathan Joels            Chief Financial Officer and    March 29, 2000
-----------------------------           Director
     Jonathan Joels

/s/ Enrique Levy                        Director              March 29, 2000
-----------------------------
       Enrique Levy

/s/ Jack Nelson                         Director              March 29, 2000
-----------------------------
      Jack Nelson

/s/ Robert Spira                        Director              March 29, 2000
-----------------------------
      Robert Spira

/s/ Sol Triebeasser                     Director              March 29, 2000
-----------------------------
    Sol Triebwasser


                                      II-4
<PAGE>


                                INDEX TO EXHIBITS
                                  CAPRIUS INC.
                                  ------------

-------------- ----------------------------------------------------------------
                                                               Sequentially
 Exhibit No.                  Description                     Numbered Page
 -----------                  -----------                     -------------
-------------- ----------------------------------------- -----------------------
   4.3.1*      Consulting and Severance Agreement for
               Jack Nelson
-------------- ----------------------------------------- -----------------------
   4.3.2*      Consulting and Severance Agreement for
               Enrique Levy
-------------- ----------------------------------------- -----------------------
     5*        Opinion of Thelen Reid & Priest LLP
-------------- ----------------------------------------- -----------------------
   23.1*       Consent of BDO Seidman LLP.
-------------- ----------------------------------------- -----------------------
   23.2*       Consent of Thelen Reid & Priest LLP
               (included in Exhibit 5).
-------------- ----------------------------------------- -----------------------


                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR CAPRIUS, INC.", "secsgml_size_bytes": 16239}]
{"company-data": {"conformed-name": "CAPRIUS INC", "cik": "0000722567", "assigned-sic": "3845", "irs-number": "222457487", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33482", "film-number": "582397"}, "business-address": {"street1": "ONE PARKER PLAZA", "city": "FORT LEE", "state": "NJ", "zip": "07024", "phone": "2015928838"}, "mail-address": {"street1": "ONE PARKER PLAZA", "city": "FORT LEE", "state": "NJ", "zip": "07024"}, "former-company": {"former-conformed-name": "ADVANCED NMR SYSTEMS INC", "date-changed": "19920703"}}
--------------------------------------------------------------------------------
     As Filed With the Securities and Exchange Commission on March 29, 2000

                                                          Registration No.: 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  CAPRIUS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   22-2457487
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                  ONE PARKER PLAZA, FORT LEE, NEW JERSEY 07024
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                       CONSULTING AND SEVERANCE AGREEMENTS
--------------------------------------------------------------------------------
                            (Full title of the plans)

 JONATHAN JOELS, TREASURER; CAPRIUS, INC., ONE PARKER PLAZA, FORT LEE, NJ 07024
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (201) 592-8838
--------------------------------------------------------------------------------
           Telephone number, including area code, of agent for service

                                    Copy to:
                               Bruce A. Rich, Esq.
                            THELEN REID & PRIEST LLP
                               40 West 57th Street
                            New York, New York 10019
CALCULATION OF REGISTRATION FEE

======================== ================= ==================== ==================== ===================
                                             PROPOSED MAXIMUM     PROPOSED MAXIMUM
 TITLE OF SECURITIES TO     AMOUNT TO BE    OFFERING PRICE PER   AGGREGATE OFFERING       AMOUNT OF
     BE REGISTERED         REGISTERED (1)        SHARE(2)               PRICE         REGISTRATION FEE
------------------------ ----------------- -------------------- -------------------- -------------------
Common Stock,
Par Value $.01             225,000 shares     $.81                $182,250.00         $48.11
------------------------ ----------------- -------------------- -------------------- -------------------
(1)      The number of shares stated is the aggregate number of shares of Common
         Stock issued pursuant to the terms of the Consulting and Severance
         Agreements filed as exhibits hereto.

(2)      Based upon Rule 457(c) under the Securities Act of 1933.
CAPRIUS, INC.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     The shares of Common Stock included herein were issued to two executive
officers pursuant to Consulting and Severance Agreements.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION.

     Not Applicable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          1. The following documents, which have been filed by the Company with
the Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act"), are incorporated by
reference into this Registration Statement:

          (a) The Company's Quarterly Report on Form 10-QSB for the quarter
     ended December 31, 1999 (Commission File No. 0-11914);

          (b) The Company's Annual Report on Form 10-KSB for the fiscal year
     ended September 30, 1999 (Commission File No. 0-11914);

     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the Registration
Statement to the extent that a statement contained herein modifies or replaces
such statement. Any such statement shall not be deemed to constitute a part of
this Registration Statement except as so modified or replaced.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The legality of the Common Stock offered hereby will be passed upon for the
Company by Thelen Reid & Priest LLP, the Company's Counsel.

ITEM 6.  INDEMNIFICATION OF DIRECTORS

     The By-Laws of the Company provide in part that the Company shall indemnify
its directors, officers, employees and agents to the fullest extent permitted by
the General Corporation Law of the State of Delaware (the "DGCL").

     Section 145 of the DGCL permits a corporation, among other things, to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

     A corporation also may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. However, in such an action by or on behalf of a corporation, no
indemnification may be made in respect of any claim, issue or matter as to which
the person is adjudged liable to the corporation unless and only to the extent
that the court determines that, despite the adjudication of liability but in
view of all the circumstances, the person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

     In addition, the indemnification and advancement of expenses provided by or
granted pursuant to Section 145 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

          Exhibit No.    Description
          ----------     -----------

          4.3.1*         Consulting and Severance Agreement for Jack Nelson.

          4.3.2*         Consulting and Severance Agreement for Enrique Levy

          5*             Opinion of Thelen Reid & Priest LLP.

          23.1*          Consent of BDO Seidman LLP.

          23.2*          Consent of Thelen Reid & Priest LLP (included in
                         Exhibit 5).

*         Filed herewith.

ITEM 9.  UNDERTAKINGS.

     The Company hereby undertakes:

                                      II-2
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

     (b) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

     (c) 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;

     (d) 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 (b) and (c) do not apply if the Registration Statement
is on Form S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by reference in the
Registration Statement;

     (e) That, for the purpose of determining any liability under the Securities
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;

     (f) To remove from registration by means of a post-effective amendment any
of the securities that remain unsold at the end of the offering;

     (g) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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; and

     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
a director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.

                                      II-3
SIGNATURES

THE COMPANY.

     Pursuant to the requirements of the Securities Act of 1933, the Company
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 Fort Lee, New Jersey, on the __th day of March, 2000.

                                        CAPRIUS INC.

                                        By:  /s/ George Aaron
                                           ------------------------------------
                                             George Aaron, President

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

    SIGNATURE                        TITLE                         DATE
    ---------                        -----                         ----

/s/ George Aaron               President, Chief Operating     March 29, 2000
-----------------------------      Officer and Director
     George Aaron

/s./ Jonathan Joels            Chief Financial Officer and    March 29, 2000
-----------------------------           Director
     Jonathan Joels

/s/ Enrique Levy                        Director              March 29, 2000
-----------------------------
       Enrique Levy

/s/ Jack Nelson                         Director              March 29, 2000
-----------------------------
      Jack Nelson

/s/ Robert Spira                        Director              March 29, 2000
-----------------------------
      Robert Spira

/s/ Sol Triebeasser                     Director              March 29, 2000
-----------------------------
    Sol Triebwasser

                                      II-4
INDEX TO EXHIBITS
                                  CAPRIUS INC.
                                  ------------

-------------- ----------------------------------------------------------------
                                                               Sequentially
 Exhibit No.                  Description                     Numbered Page
 -----------                  -----------                     -------------
-------------- ----------------------------------------- -----------------------
   4.3.1*      Consulting and Severance Agreement for
               Jack Nelson
-------------- ----------------------------------------- -----------------------
   4.3.2*      Consulting and Severance Agreement for
               Enrique Levy
-------------- ----------------------------------------- -----------------------
     5*        Opinion of Thelen Reid & Priest LLP
-------------- ----------------------------------------- -----------------------
   23.1*       Consent of BDO Seidman LLP.
-------------- ----------------------------------------- -----------------------
   23.2*       Consent of Thelen Reid & Priest LLP
               (included in Exhibit 5).
-------------- ----------------------------------------- -----------------------

                                      II-5