As filed  with the  Securities  and  Exchange  Commission  on  January  8,  2003
Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

    Massachusetts                                      04-2601571
 (State or other jurisdiction of           (I.R.S. employer identification no.)
  incorporation or organization)

                  200 Lake Street, Suite 102, Peabody, MA 01960
               (Address of principal executive offices) (Zip Code)

                       1993 Stock Purchase and Option Plan
                        1995 Employee Stock Purchase Plan
                  1995 Non-Employee Director Stock Option Plan
                            (Full title of the plans)

              Bruce A. Shear, President and Chief Executive Officer
                                    PHC, Inc.
                           200 Lake Street, Suite 102
                                Peabody, MA 01960
                     (Name and address of agent for service)

                                 (978) 536-2777
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Arnold R. Westerman, Esq.
                     Arent Fox Kintner Plotkin & Kahn, PLLC
                          1050 Connecticut Avenue, N.W.
                            Washington, DC 20036-5339
                                 (202) 857-6000





                                     - 1 -
<PAGE>
<TABLE>
<S>                   <C>            <C>               <C>              <C>
                         CALCULATION OF REGISTRATION FEE

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

Class A Common Stock,
$.01 par value          600,000 shares      $0.79            $474,000       $113.29
</TABLE>

(1)  Plus such  additional  number of shares as may be required  pursuant to the
     plans in the event of a stock dividend,  stock split,  recapitalization  or
     other  similar  change in the Common  Stock.  This  Registration  Statement
     constitutes  the latest  registration  statement  of a combined  prospectus
     pursuant to rule 429 of the Securities Act of 1933.

(2)  Estimated  solely for the purpose of calculating the  registration  fee, in
     accordance with Rule 457(c) and (h)(1),  on the basis of the average of the
     bid and asked  price of the Class A Common  Stock as reported on the Nasdaq
     Bulletin Board on January 3, 2003.

(3)  This  Registration  Statement also covers  2,250,000 shares of Common Stock
     pursuant to rule 429 of the General Rules and Regulations of the Securities
     Act of 1933,  of which  430,000  shares  were  registered  in  Registration
     Statement #333-1458 effective February 16, 1996, 770,000 were registered in
     Registration  Statement  #333-74373  effective March 12, 1999 and 1,050,000
     were registered in Registration Statement #333-81528, effective January 29,
     2002, for which filing fees were previously paid.


                                     - 2 -
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

        * Information about the Registrant  required by Part I, Items 1 and 2 to
          be  contained  in a  Section  10(a)  prospectus  is  omitted  from the
          Registration   Statement  in  accordance   with  Rule  428  under  the
          Securities  Act of 1933, as amended (the  "Securities  Act"),  and the
          Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

1.   The  Registrant's  Annual  Report on Form  10-KSB for the fiscal year ended
     June 30, 2002.

2.   All  reports  filed  pursuant to Section  13(a) or 15(d) of the  Securities
     Exchange Act of 1934, as amended (the "Exchange  Act") since the end of the
     fiscal year covered by the above referred to annual report; and

3.   The description of the  Registrant's  Class A Common Stock  incorporated by
     reference into the Company's  registration statement on Form 8-A filed with
     the Securities and Exchange Commission (the "Commission") on March 2, 1994,
     from the  Company's  Registration  Statement  on Form  SB-2  (SEC  File No.
     33-71418), initially filed with the Commission on November 9, 1993.

     In addition, all documents filed by the Registrant after the initial filing
date of this Registration  Statement  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Exchange Act, and prior to the filing of a post-effective amendment
which  indicates  that all shares  registered  hereunder have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
by reference into this  registration  statement and to be a part hereof from the
date of filing of such documents.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Not applicable.



                                     - 3 -
<PAGE>
Item 6. Indemnification of Officers and Directors

     Section 6 of the Company's Restated Articles of Organization  provides,  in
part,  that the Company  shall  indemnify  its  directors,  trustees,  officers,
employees and agents against all liabilities,  costs and expenses, including but
not limited to amounts paid in  satisfaction  of judgments,  in settlement or as
fines and  penalties,  and counsel fees,  reasonably  incurred by such person in
connection with the defense or disposition of or otherwise in connection with or
resulting from any action,  suit or proceeding in which such director or officer
may be  involved  or  with  which  he may be  threatened,  while  in  office  or
thereafter,  by reason of his actions or omissions in  connection  with services
rendered  directly or indirectly to the Company during his term of office,  such
indemnification  to include  prompt  payment of expenses in advance of the final
disposition of any such action, suit or proceeding.

     In addition,  the Restated  Articles of Organization of the Company,  under
authority of the Business  Corporation Law of The Commonwealth of Massachusetts,
contains a provision  eliminating  the  personal  liability of a director to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director,  except for liability (i) for any breach of the  director's  duty of
loyalty to the Company or its  stockholders,  (ii) for acts or omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law, or (iii) for any  transaction  from which the director  derived an improper
personal  benefit.  The foregoing  provision also is  inapplicable to situations
where a director has voted for, or assented to the  declaration  of, a dividend,
repurchase  of  shares,  distribution  or the  making of a loan to an officer or
director, in each case where the same occurs in violation of applicable law.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

     10.34  The  Company's 1993  Stock  Purchase and  Option  Plan,  as  amended
            December 2002.

     10.35  The Company's 1995 Employee Stock Purchase Plan, as amended December
            2002.

     10.36  The Company's  1995  Non-Employee  Director Stock  Option  Plan,  as
            amended December 2002.

       5.1  Opinion of Arent Fox Kintner Plotkin & Kahn (counsel)

      23.1  Consent of BDO Seidman, LLP (independent auditors)

      23.3  Consent of Arent Fox  Kintner Plotkin & Kahn  (counsel) included  in
            exhibit 5.1

      24.1  Power of Attorney: included on signature page


Item 9. Undertakings

     The 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.



                                     - 4 -
<PAGE>
     (2)  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.

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

     (4)  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.

     (5)  That for purposes of  determining  any liability  under the Securities
          Act of 1933, each filing of the registrant's annual report pursuant to
          Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934 (and,
          where  applicable,  each filing of an employee  benefit  plan's annual
          report  pursuant to Section  15(d) of the  Securities  Exchange Act of
          1934) that is incorporated by reference in the registration  statement
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

     (6)  Insofar as indemnification  for liabilities  arising under the 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 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 by 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 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.




                                     - 5 -
<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 Town of Peabody, The Commonwealth of Massachusetts on the 8th
day of January 2003.

                           PHC, Inc.


                           By: /s/ Bruce A. Shear
                                   President & Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears  below  constitutes  and  appoints  Bruce A. Shear,  his true and lawful
attorney-in-fact  and agent with full power of substitution,  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 all  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 in and
about the premises, as fully to all intents and purposes as he might or could do
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 thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed below on January 8, 2003 by the following
persons in the capacities indicated:



            Signature                   Title                      Date
_______________________________________________________________________________

By:   /s/ Bruce A. Shear         President and Chief         January 8, 2003
                                 Executive Officer and
                                 Director (principal
                                 executive officer)

By:   /s/ Paula C. Wurts         Controller, Treasurer       January 8, 2003
                                 and Assistant Clerk
                                 (principal accounting
                                 and financial officer)

By:   /s/ Gerald M. Perlow       Clerk and Director          January 8, 2003

By:   /s/ Donald E. Robar        Director                    January 8, 2003

By:   /s/ Howard W. Phillips     Director                    January 8, 2003

By    /s/ William F. Grieco      Director                    January 8, 2003

By   /s/ David E. Dangerfield    Director                    January 8, 2003



                                     - 6 -
<PAGE>

                                INDEX TO EXHIBITS

Exhibit  Number            Description

     10.34  The  Company's 1993  Stock  Purchase and  Option  Plan,  as  amended
            December 2002.

     10.35  The Company's 1995 Employee Stock Purchase Plan, as amended December
            2002.

     10.36  The Company's  1995  Non-Employee  Director Stock  Option  Plan,  as
            amended December 2002.

       5.1  Opinion of Arent Fox Kintner Plotkin & Kahn (counsel)

      23.1  Consent of BDO Seidman, LLP (independent auditors)

      23.3  Consent of Arent Fox  Kintner Plotkin & Kahn  (counsel) included  in
            exhibit 5.1

      24.1  Power of Attorney: included on signature page



                                     - 7 -
[{"type": "S-8", "sequence": "1", "filename": "s8_010803.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15641}]
{"company-data": {"conformed-name": "PHC INC /MA/", "cik": "0000915127", "assigned-sic": "8082", "irs-number": "042601571", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102402", "film-number": "03508074"}, "business-address": {"street1": "200 LAKE ST STE 102", "city": "PEABODY", "state": "MA", "zip": "01960", "phone": "9785362777"}, "mail-address": {"street1": "200 LAKE ST", "street2": "STE 102", "city": "PEABODY", "state": "MA", "zip": "01960"}}
As filed  with the  Securities  and  Exchange  Commission  on  January  8,  2003
Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

    Massachusetts                                      04-2601571
 (State or other jurisdiction of           (I.R.S. employer identification no.)
  incorporation or organization)

                  200 Lake Street, Suite 102, Peabody, MA 01960
               (Address of principal executive offices) (Zip Code)

                       1993 Stock Purchase and Option Plan
                        1995 Employee Stock Purchase Plan
                  1995 Non-Employee Director Stock Option Plan
                            (Full title of the plans)

              Bruce A. Shear, President and Chief Executive Officer
                                    PHC, Inc.
                           200 Lake Street, Suite 102
                                Peabody, MA 01960
                     (Name and address of agent for service)

                                 (978) 536-2777
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Arnold R. Westerman, Esq.
                     Arent Fox Kintner Plotkin & Kahn, PLLC
                          1050 Connecticut Avenue, N.W.
                            Washington, DC 20036-5339
                                 (202) 857-6000

                                     - 1 -
CALCULATION OF REGISTRATION FEE

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

Class A Common Stock,
$.01 par value          600,000 shares      $0.79            $474,000       $113.29
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     plans in the event of a stock dividend,  stock split,  recapitalization  or
     other  similar  change in the Common  Stock.  This  Registration  Statement
     constitutes  the latest  registration  statement  of a combined  prospectus
     pursuant to rule 429 of the Securities Act of 1933.

(2)  Estimated  solely for the purpose of calculating the  registration  fee, in
     accordance with Rule 457(c) and (h)(1),  on the basis of the average of the
     bid and asked  price of the Class A Common  Stock as reported on the Nasdaq
     Bulletin Board on January 3, 2003.

(3)  This  Registration  Statement also covers  2,250,000 shares of Common Stock
     pursuant to rule 429 of the General Rules and Regulations of the Securities
     Act of 1933,  of which  430,000  shares  were  registered  in  Registration
     Statement #333-1458 effective February 16, 1996, 770,000 were registered in
     Registration  Statement  #333-74373  effective March 12, 1999 and 1,050,000
     were registered in Registration Statement #333-81528, effective January 29,
     2002, for which filing fees were previously paid.

                                     - 2 -
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information*

Item 2. Registrant Information and Employee Plan Annual Information*

        * Information about the Registrant  required by Part I, Items 1 and 2 to
          be  contained  in a  Section  10(a)  prospectus  is  omitted  from the
          Registration   Statement  in  accordance   with  Rule  428  under  the
          Securities  Act of 1933, as amended (the  "Securities  Act"),  and the
          Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

1.   The  Registrant's  Annual  Report on Form  10-KSB for the fiscal year ended
     June 30, 2002.

2.   All  reports  filed  pursuant to Section  13(a) or 15(d) of the  Securities
     Exchange Act of 1934, as amended (the "Exchange  Act") since the end of the
     fiscal year covered by the above referred to annual report; and

3.   The description of the  Registrant's  Class A Common Stock  incorporated by
     reference into the Company's  registration statement on Form 8-A filed with
     the Securities and Exchange Commission (the "Commission") on March 2, 1994,
     from the  Company's  Registration  Statement  on Form  SB-2  (SEC  File No.
     33-71418), initially filed with the Commission on November 9, 1993.

     In addition, all documents filed by the Registrant after the initial filing
date of this Registration  Statement  pursuant to Sections 13(a),  13(c), 14 and
15(d) of the Exchange Act, and prior to the filing of a post-effective amendment
which  indicates  that all shares  registered  hereunder have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
by reference into this  registration  statement and to be a part hereof from the
date of filing of such documents.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

                                     - 3 -
Item 6. Indemnification of Officers and Directors

     Section 6 of the Company's Restated Articles of Organization  provides,  in
part,  that the Company  shall  indemnify  its  directors,  trustees,  officers,
employees and agents against all liabilities,  costs and expenses, including but
not limited to amounts paid in  satisfaction  of judgments,  in settlement or as
fines and  penalties,  and counsel fees,  reasonably  incurred by such person in
connection with the defense or disposition of or otherwise in connection with or
resulting from any action,  suit or proceeding in which such director or officer
may be  involved  or  with  which  he may be  threatened,  while  in  office  or
thereafter,  by reason of his actions or omissions in  connection  with services
rendered  directly or indirectly to the Company during his term of office,  such
indemnification  to include  prompt  payment of expenses in advance of the final
disposition of any such action, suit or proceeding.

     In addition,  the Restated  Articles of Organization of the Company,  under
authority of the Business  Corporation Law of The Commonwealth of Massachusetts,
contains a provision  eliminating  the  personal  liability of a director to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director,  except for liability (i) for any breach of the  director's  duty of
loyalty to the Company or its  stockholders,  (ii) for acts or omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law, or (iii) for any  transaction  from which the director  derived an improper
personal  benefit.  The foregoing  provision also is  inapplicable to situations
where a director has voted for, or assented to the  declaration  of, a dividend,
repurchase  of  shares,  distribution  or the  making of a loan to an officer or
director, in each case where the same occurs in violation of applicable law.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

     10.34  The  Company's 1993  Stock  Purchase and  Option  Plan,  as  amended
            December 2002.

     10.35  The Company's 1995 Employee Stock Purchase Plan, as amended December
            2002.

     10.36  The Company's  1995  Non-Employee  Director Stock  Option  Plan,  as
            amended December 2002.

       5.1  Opinion of Arent Fox Kintner Plotkin & Kahn (counsel)

      23.1  Consent of BDO Seidman, LLP (independent auditors)

      23.3  Consent of Arent Fox  Kintner Plotkin & Kahn  (counsel) included  in
            exhibit 5.1

      24.1  Power of Attorney: included on signature page

Item 9. Undertakings

     The 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.

                                     - 4 -
(2)  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.

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

     (4)  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.

     (5)  That for purposes of  determining  any liability  under the Securities
          Act of 1933, each filing of the registrant's annual report pursuant to
          Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934 (and,
          where  applicable,  each filing of an employee  benefit  plan's annual
          report  pursuant to Section  15(d) of the  Securities  Exchange Act of
          1934) that is incorporated by reference in the registration  statement
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

     (6)  Insofar as indemnification  for liabilities  arising under the 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 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 by 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 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.

                                     - 5 -
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 Town of Peabody, The Commonwealth of Massachusetts on the 8th
day of January 2003.

                           PHC, Inc.

                           By: /s/ Bruce A. Shear
                                   President & Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears  below  constitutes  and  appoints  Bruce A. Shear,  his true and lawful
attorney-in-fact  and agent with full power of substitution,  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 all  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 in and
about the premises, as fully to all intents and purposes as he might or could do
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 thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed below on January 8, 2003 by the following
persons in the capacities indicated:

            Signature                   Title                      Date
_______________________________________________________________________________

By:   /s/ Bruce A. Shear         President and Chief         January 8, 2003
                                 Executive Officer and
                                 Director (principal
                                 executive officer)

By:   /s/ Paula C. Wurts         Controller, Treasurer       January 8, 2003
                                 and Assistant Clerk
                                 (principal accounting
                                 and financial officer)

By:   /s/ Gerald M. Perlow       Clerk and Director          January 8, 2003

By:   /s/ Donald E. Robar        Director                    January 8, 2003

By:   /s/ Howard W. Phillips     Director                    January 8, 2003

By    /s/ William F. Grieco      Director                    January 8, 2003

By   /s/ David E. Dangerfield    Director                    January 8, 2003

                                     - 6 -
INDEX TO EXHIBITS

Exhibit  Number            Description

     10.34  The  Company's 1993  Stock  Purchase and  Option  Plan,  as  amended
            December 2002.

     10.35  The Company's 1995 Employee Stock Purchase Plan, as amended December
            2002.

     10.36  The Company's  1995  Non-Employee  Director Stock  Option  Plan,  as
            amended December 2002.

       5.1  Opinion of Arent Fox Kintner Plotkin & Kahn (counsel)

      23.1  Consent of BDO Seidman, LLP (independent auditors)

      23.3  Consent of Arent Fox  Kintner Plotkin & Kahn  (counsel) included  in
            exhibit 5.1

      24.1  Power of Attorney: included on signature page

                                     - 7 -