<PAGE>

                                               Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         DIMENSIONAL VISIONS GROUP, LTD.
             (Exact name of registrant as specified in its charter)

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

718 Arch Street                                                          19106
Philadelphia, PA                                                    ----------
(215) 440-7791                                                      (Zip Code)
- --------------------------------
(Address and telephone number of
Principal Executive Offices)


                           1996 Equity Incentive Plan
                            (Full title of the plan)

                              Steven B. King, Esq.
                     Mesirov Gelman Jaffe Cramer & Jamieson
                               1735 Market Street
                           Philadelphia PA 19103-7598
                                 (215) 994-1037
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===================================================================================================================

<S>                         <C>                         <C>                   <C>                    <C> 
                                                        Proposed Maximum      Proposed Maximum       Amount of
Title of Securities          Amount to be               Offering Price        Aggregate Offering     Registration
to be Registered             Registered (1)             Per Share (2)         Price (2)              Fee (2)

Common Stock *               10,000,000 shares          $.2965                $2,965,000             $1,022.41

======================================================================================================================
</TABLE>

*       Pursuant to 1996 Equity Incentive Plan

(1)     There are registered hereby 10,000,000 shares of Common Stock ("Common
        Stock") of Dimensional Visions Group, Ltd. (the "Company") issuable
        pursuant to the Company's 1996 Equity Incentive Plan. This Registration
        Statement also relates to such indeterminate number of shares of the
        Company's Common Stock as may become issuable by reason of the
        adjustment provisions of the Equity Incentive Plan.

(2)     The maximum offering price per share of the Common Stock being offered
        pursuant to the Equity Incentive Plan is estimated solely for the
        purpose of determining the registration fee pursuant to Rule 457(h)
        under the Securities Act of 1933, as amended. It is based upon the
        average of the high and low prices of the Common Stock on June 5, 1996
        as reported on the National Association of Securities Dealers, Inc.
        Electronic Bulletin Board.

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


<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.       Incorporation of Documents by Reference

              There are hereby incorporated by reference in this Registration
Statement the following documents heretofore filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") with the Securities and Exchange
Commission ("Commission"):

              (a) The Company's Annual Report on Form 10-KSB/A for the year
ended June 30, 1995, (Commission File No. 1-10196);

              (b) All other reports filed by the Company with the Commission
since June 30, 1995 pursuant to Section 13(a) or 15(d) of the Exchange Act,
including without limitation:

                      (i) The Company's definitive Proxy Statement dated
February 20, 1996 filed in connection with the Company's Annual Meeting of
Stockholders held on March 20, 1996;

                      (ii) The Company's Quarterly Report on Form 10-QSB for the
quarterly period ended September 30, 1995;

                      (iii) The Company's Quarterly Report on Form 10-QSB for
the quarterly period ended December 31, 1995; and

                      (iv) The Company's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 1996.


              (c) The description of the Company's Common Stock contained in the
registration statement therefor under Section 12 of the Exchange Act, including
any amendment or report filed for the purpose of updating such description; and

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of 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 this Registration Statement and to be part hereof
from the date of filing such documents.

Item 4.       Description of Securities

              Not applicable.

Item 5.       Interests of Named Experts and Counsel

              The validity of the Common Stock being registered by this
Registration Statement will be passed upon for the Company by Mesirov Gelman
Jaffe Cramer & Jamieson, Philadelphia, Pennsylvania, counsel to the Company.


<PAGE>




Item 6.       Indemnification of Directors and Officers

              As expressly permitted by the Delaware General Corporation Law
(the "DGCL"), Article Nine of the Company's Certificate of Incorporation, as
amended, provides that, to the fullest extent permitted by the DGCL as from time
to time in effect, a director or officer of the Company shall not be liable to
the Company or its shareholders for damages for breach of such person's
fiduciary duty as a director or officer. Accordingly, the Company or a
shareholder may only prosecute an action against a director or officer for
damages if the Company or shareholder can show a breach of the director's or
officer's duty of loyalty to the Company or its shareholders, a failure by the
director or officer to act in good faith or a knowing violation of law, or
receipt by the director or officer of an improper personal benefit.

              Article VII of the Company's by-laws ("Article VII") provides,
among other things, that the Company shall, to the fullest extent permitted by
the laws of the State of Delaware as from time to time in effect, indemnify any
person who is or was made a party or is threatened to be made a party to any
proceeding by reason of the fact that he is or was a director or officer of the
Company or, while serving as a director or officer of the Company, is or was
serving at the request of the Company as a director, officer, trustee, employee
or agent of another corporation, partnership, trust, employee benefit plan or
other enterprise against all expenses and liabilities. Article VII further
provides that the Company shall, from time to time, reimburse or advance to any
such director or officer the funds necessary for payment of expenses incurred in
connection with any proceeding, upon receipt of a written undertaking by or on
behalf of such director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to indemnification. The rights and
authority conferred in Article VII are not exclusive of any other right which an
indemnified party may have or acquire under any statute, provision of the
Company's by-laws, agreement, vote of the shareholders or directors or
otherwise.

              The DGCL generally provides that a corporation may, and in certain
circumstances, shall, indemnify its officers, directors, employees and agents
("Corporate Agents"), Corporate Agents of constituent corporations that it has
absorbed by merger or consolidation, and Corporate Agents of other corporations
if such Corporate Agents serve at the indemnifying corporation's request. A
corporation may indemnify such Corporate Agent in a civil proceeding if the
Corporate Agent 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, in a criminal
proceeding, if he had no reasonable cause to believe his conduct was unlawful,
except that indemnification is not permitted in an action by or in the right of
the corporation if the Corporate Agent is adjudged to be liable to the
corporation, unless the court in which the proceeding was brought shall have
determined that indemnification is appropriate in light of the circumstances of
the case.


Item 7.       Exemption From Registration Claimed

                      Not applicable.



<PAGE>



Item 8.       Exhibits

              Exhibit No.  Description

              4.1          Certificate of Incorporation (incorporated by
                           reference from the registrants' registration
                           statement on Form S-1 (No. 33-24554) and the
                           registrants' Annual Report on Form 10-KSB for fiscal
                           year ended June 30, 1995).

              4.2          Amendment to Certificate of Incorporation.

              4.3          1996 Equity Incentive Plan.

              5            Opinion of Mesirov Gelman Jaffe Cramer & Jamieson.

              23.1         Consent of Gitomer & Berenholz, P.C., Independent
                           Public Accountants of the Company.

              23.2         Consent of Mesirov Gelman Jaffe Cramer & Jamieson
                           (included in Exhibit 5).

              24           Power of Attorney (set forth on signature page 
                           hereto).

Item 9.       Undertakings

              (a)     The undersigned registrant hereby undertakes:

                      (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:


                                (i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities
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 (a)(l)(i) and
(a)(l)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), that are incorporated by reference in the
registration statement.

                      (2) 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.


<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.

              (b) The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act, each filing of
the registrant'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.

              (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.


<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 Palo Alto, State of California on the 14th day
of June, 1996.

                                     DIMENSIONAL VISIONS GROUP, LTD.


                                     By: /s/ George S. Smith
                                        -------------------------------------
                                        George S. Smith, Chairman


              KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints George S. Smith, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

Signature                    Title                                   Date


/s/ George S. Smith          
- --------------------         Chairman and Chief Financial       June 14, 1996
George S. Smith              Officer and Principal                            
                             Accounting Officer                               


                             
/s/  Sean F. Lee
- --------------------         Director                           June 14, 1996
Sean F. Lee

/s/ Steven M. Peck
- --------------------         Director and Chief Executive       June 14, 1996
Steven M. Peck               Officer




<PAGE>



                                  EXHIBIT INDEX





              Exhibit No.    Description

              4.1            Certificate of Incorporation (incorporated by
                             reference from the registrants' registration
                             statement on Form S-1 (No. 33-24554) and the
                             registrants' Annual Report on Form 10-KSB for 
                             fiscal year ended June 30, 1995).

              4.2            Amendment to Certificate of Incorporation.

              4.3            1996 Equity Incentive Plan.

              5              Opinion of Mesirov Gelman Jaffe Cramer & Jamieson.

              23.1           Consent of Gitomer & Berenholz, P.C., Independent
                             Public Accountants of the Company.

              23.2           Consent of Mesirov Gelman Jaffe Cramer & Jamieson
                             (included in Exhibit 5).

              24             Power of Attorney (set forth on signature page
                             hereto).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17736}]
{"company-data": {"conformed-name": "DIMENSIONAL VISIONS GROUP LTD", "cik": "0000836809", "assigned-sic": "2750", "irs-number": "232517953", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06679", "film-number": "96584640"}, "business-address": {"street1": "718 ARCH ST", "street2": "STE 202N", "city": "PHILADELPHIA", "state": "PA", "zip": "19106", "phone": "2154407791"}, "mail-address": {"street1": "2900 JOHN ST", "city": "MARKHAM ONTR L3R 5G3", "state": "A6"}}
Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         DIMENSIONAL VISIONS GROUP, LTD.
             (Exact name of registrant as specified in its charter)

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

718 Arch Street                                                          19106
Philadelphia, PA                                                    ----------
(215) 440-7791                                                      (Zip Code)
- --------------------------------
(Address and telephone number of
Principal Executive Offices)

                           1996 Equity Incentive Plan
                            (Full title of the plan)

                              Steven B. King, Esq.
                     Mesirov Gelman Jaffe Cramer & Jamieson
                               1735 Market Street
                           Philadelphia PA 19103-7598
                                 (215) 994-1037
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
Proposed Maximum      Proposed Maximum       Amount of
Title of Securities          Amount to be               Offering Price        Aggregate Offering     Registration
to be Registered             Registered (1)             Per Share (2)         Price (2)              Fee (2)

Common Stock *               10,000,000 shares          $.2965                $2,965,000             $1,022.41

======================================================================================================================
*       Pursuant to 1996 Equity Incentive Plan

(1)     There are registered hereby 10,000,000 shares of Common Stock ("Common
        Stock") of Dimensional Visions Group, Ltd. (the "Company") issuable
        pursuant to the Company's 1996 Equity Incentive Plan. This Registration
        Statement also relates to such indeterminate number of shares of the
        Company's Common Stock as may become issuable by reason of the
        adjustment provisions of the Equity Incentive Plan.

(2)     The maximum offering price per share of the Common Stock being offered
        pursuant to the Equity Incentive Plan is estimated solely for the
        purpose of determining the registration fee pursuant to Rule 457(h)
        under the Securities Act of 1933, as amended. It is based upon the
        average of the high and low prices of the Common Stock on June 5, 1996
        as reported on the National Association of Securities Dealers, Inc.
        Electronic Bulletin Board.

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference

              There are hereby incorporated by reference in this Registration
Statement the following documents heretofore filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") with the Securities and Exchange
Commission ("Commission"):

              (a) The Company's Annual Report on Form 10-KSB/A for the year
ended June 30, 1995, (Commission File No. 1-10196);

              (b) All other reports filed by the Company with the Commission
since June 30, 1995 pursuant to Section 13(a) or 15(d) of the Exchange Act,
including without limitation:

                      (i) The Company's definitive Proxy Statement dated
February 20, 1996 filed in connection with the Company's Annual Meeting of
Stockholders held on March 20, 1996;

                      (ii) The Company's Quarterly Report on Form 10-QSB for the
quarterly period ended September 30, 1995;

                      (iii) The Company's Quarterly Report on Form 10-QSB for
the quarterly period ended December 31, 1995; and

                      (iv) The Company's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 1996.

              (c) The description of the Company's Common Stock contained in the
registration statement therefor under Section 12 of the Exchange Act, including
any amendment or report filed for the purpose of updating such description; and

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of 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 this Registration Statement and to be part hereof
from the date of filing such documents.

Item 4.       Description of Securities

              Not applicable.

Item 5.       Interests of Named Experts and Counsel

              The validity of the Common Stock being registered by this
Registration Statement will be passed upon for the Company by Mesirov Gelman
Jaffe Cramer & Jamieson, Philadelphia, Pennsylvania, counsel to the Company.
Item 6.       Indemnification of Directors and Officers

              As expressly permitted by the Delaware General Corporation Law
(the "DGCL"), Article Nine of the Company's Certificate of Incorporation, as
amended, provides that, to the fullest extent permitted by the DGCL as from time
to time in effect, a director or officer of the Company shall not be liable to
the Company or its shareholders for damages for breach of such person's
fiduciary duty as a director or officer. Accordingly, the Company or a
shareholder may only prosecute an action against a director or officer for
damages if the Company or shareholder can show a breach of the director's or
officer's duty of loyalty to the Company or its shareholders, a failure by the
director or officer to act in good faith or a knowing violation of law, or
receipt by the director or officer of an improper personal benefit.

              Article VII of the Company's by-laws ("Article VII") provides,
among other things, that the Company shall, to the fullest extent permitted by
the laws of the State of Delaware as from time to time in effect, indemnify any
person who is or was made a party or is threatened to be made a party to any
proceeding by reason of the fact that he is or was a director or officer of the
Company or, while serving as a director or officer of the Company, is or was
serving at the request of the Company as a director, officer, trustee, employee
or agent of another corporation, partnership, trust, employee benefit plan or
other enterprise against all expenses and liabilities. Article VII further
provides that the Company shall, from time to time, reimburse or advance to any
such director or officer the funds necessary for payment of expenses incurred in
connection with any proceeding, upon receipt of a written undertaking by or on
behalf of such director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to indemnification. The rights and
authority conferred in Article VII are not exclusive of any other right which an
indemnified party may have or acquire under any statute, provision of the
Company's by-laws, agreement, vote of the shareholders or directors or
otherwise.

              The DGCL generally provides that a corporation may, and in certain
circumstances, shall, indemnify its officers, directors, employees and agents
("Corporate Agents"), Corporate Agents of constituent corporations that it has
absorbed by merger or consolidation, and Corporate Agents of other corporations
if such Corporate Agents serve at the indemnifying corporation's request. A
corporation may indemnify such Corporate Agent in a civil proceeding if the
Corporate Agent 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, in a criminal
proceeding, if he had no reasonable cause to believe his conduct was unlawful,
except that indemnification is not permitted in an action by or in the right of
the corporation if the Corporate Agent is adjudged to be liable to the
corporation, unless the court in which the proceeding was brought shall have
determined that indemnification is appropriate in light of the circumstances of
the case.

Item 7.       Exemption From Registration Claimed

                      Not applicable.
Item 8.       Exhibits

              Exhibit No.  Description

              4.1          Certificate of Incorporation (incorporated by
                           reference from the registrants' registration
                           statement on Form S-1 (No. 33-24554) and the
                           registrants' Annual Report on Form 10-KSB for fiscal
                           year ended June 30, 1995).

              4.2          Amendment to Certificate of Incorporation.

              4.3          1996 Equity Incentive Plan.

              5            Opinion of Mesirov Gelman Jaffe Cramer & Jamieson.

              23.1         Consent of Gitomer & Berenholz, P.C., Independent
                           Public Accountants of the Company.

              23.2         Consent of Mesirov Gelman Jaffe Cramer & Jamieson
                           (included in Exhibit 5).

              24           Power of Attorney (set forth on signature page 
                           hereto).

Item 9.       Undertakings

              (a)     The undersigned registrant hereby undertakes:

                      (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:

                                (i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities
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 (a)(l)(i) and
(a)(l)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), that are incorporated by reference in the
registration statement.

                      (2) 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

              (b) The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act, each filing of
the registrant'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.

              (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
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 Palo Alto, State of California on the 14th day
of June, 1996.

                                     DIMENSIONAL VISIONS GROUP, LTD.

                                     By: /s/ George S. Smith
                                        -------------------------------------
                                        George S. Smith, Chairman

              KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints George S. Smith, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

Signature                    Title                                   Date

/s/ George S. Smith          
- --------------------         Chairman and Chief Financial       June 14, 1996
George S. Smith              Officer and Principal                            
                             Accounting Officer                               

                             
/s/  Sean F. Lee
- --------------------         Director                           June 14, 1996
Sean F. Lee

/s/ Steven M. Peck
- --------------------         Director and Chief Executive       June 14, 1996
Steven M. Peck               Officer
EXHIBIT INDEX

              Exhibit No.    Description

              4.1            Certificate of Incorporation (incorporated by
                             reference from the registrants' registration
                             statement on Form S-1 (No. 33-24554) and the
                             registrants' Annual Report on Form 10-KSB for 
                             fiscal year ended June 30, 1995).

              4.2            Amendment to Certificate of Incorporation.

              4.3            1996 Equity Incentive Plan.

              5              Opinion of Mesirov Gelman Jaffe Cramer & Jamieson.

              23.1           Consent of Gitomer & Berenholz, P.C., Independent
                             Public Accountants of the Company.

              23.2           Consent of Mesirov Gelman Jaffe Cramer & Jamieson
                             (included in Exhibit 5).

              24             Power of Attorney (set forth on signature page
                             hereto).