<PAGE>

        As filed with the Securities and Exchange Commission on August 2, 1996
                                                    Registration No. 33-      
===============================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                       FORM S-8

                                Registration Statement
                                        Under
                              The Securities Act of 1933

                               IDM ENVIRONMENTAL CORP.
                               -----------------------
                (Exact name of registrant as specified in its charter)

          NEW JERSEY                                     22-2194790           
- ----------------------------                         -------------------      
(State or other jurisdiction                           (IRS Employer          
     of incorporation)                               Identification No.)      

    396 WHITEHEAD AVENUE, SOUTH RIVER, NEW JERSEY                       08882  
    (Address of Principal Executive Offices)                         (Zip Code)


                               IDM ENVIRONMENTAL CORP.
                          1996 STOCK OPTION GRANTS PURSUANT
                          TO WRITTEN COMPENSATION AGREEMENT
                          ---------------------------------
                               (Full title of the plan)


                                                       Copy to:        
                 JOEL FREEDMAN                      MICHAEL SANDERS    
            IDM ENVIRONMENTAL CORP.               VANDERKAM & SANDERS  
                  P.O. BOX 388                       1111 CAROLINE     
              396 WHITEHEAD AVENUE                    SUITE 2905       
         SOUTH RIVER, NEW JERSEY 08882            HOUSTON, TEXAS 77010 
                 (908) 390-9550                      (713) 655-0015    
         -----------------------------
         (Name, address and telephone 
          number of agent for service)


    APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO 
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

                        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 PER  AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED             REGISTERED (1)     SHARE (2)             PRICE             FEE    
- -----------------------------------------------------------------------------------------------
Common Stock, $.001 par value    50,000         $3.23125           $161,562.50       $100.00   
===============================================================================================
</TABLE>

(1) Calculated in accordance with Rule 457(h) solely for the purpose of 
    determining the registration fee.  The offering price is the exercise price
    of the outstanding options granted.

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



<PAGE>

                                        PART I

                   INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION

    Information required by Item 1 is included in documents sent or given to 
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

    Information required by Item 2 is included in documents sent or given to 
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.


<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents filed with the Securities and Exchange Commission 
(the "Commission") are incorporated by reference into this Registration 
Statement and are made a part hereof:

    (a)  The Company's Annual Report on Form 10-KSB for the fiscal year ended
         December 31, 1995.
    (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
         Exchange Act since the end of the fiscal year covered by the Annual
         Report referred to in Item 3(a) above, including, but not limited to,
         the Company's quarterly reports on Form 10-Q for the fiscal quarter
         ended March 31, 1996.
    (c)  The description of securities included in Form 8-A declared effective
         by the Commission on April 26, 1994 (Commission File No. 0-23900).

    All reports and other documents subsequently filed by the Company 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange 
Act of 1934, as amended, prior to the filing of a post-effective amendment 
which indicates that all securities offered hereby have been sold or which 
deregisters all securities then remaining unsold, shall be deemed to be 
incorporated by reference herein and to be a part hereof from the date of the 
filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Company's Articles of Incorporation, as amended, eliminate the 
personal liability of directors to the Company or its stockholders for 
monetary damages for breach of fiduciary duty to the extent permitted by New 
Jersey law.  The Company's Bylaws provide that the Company shall indemnify 
its officers and directors to the extent permitted by the Business 
Corporation Act of the State of New Jersey.  Section 14A:3-5 of the New 
Jersey Business Corporation Act authorizes a corporation to indemnify 
directors, officers, employees or agents of the corporation in non-derivative 
suits if such party acted in good faith and in a manner he reasonably 
believed to be in or not opposed to the best interest of the corporation and, 
with respect to any criminal action or proceeding, had no reasonable cause to 
believe his conduct was unlawful, as determined in accordance with New Jersey 
law.  Section 14A:3-5 further provides that indemnification shall be provided 
if the party in question is successful on the merits or otherwise.

    The provisions affecting personal liability do not abrogate a director's 
fiduciary duty to the Company and its shareholders, but eliminate personal 
liability for monetary damages for breach of that duty.   The provisions do 
not, however, eliminate or limit the liability of a director for failing to 
act in good faith, for engaging in intentional misconduct or knowingly 
violating a law, for authorizing the illegal payment of a dividend or 
repurchase of stock, for obtaining an improper personal benefit, for 
breaching a director's duty of loyalty, which is generally described as the 
duty not to engage in any transaction which involves a conflict between the 
interest of the Company and those of the director, or for violations of the 
federal securities laws.

    The provisions regarding indemnification provide, in essence, that the 
Company will indemnify its directors against expenses (including attorneys 
fees), judgments, fines and amounts paid in settlement actually and 
reasonably incurred in connection with any action, suit or proceeding arising 
out of the director's status as a director of the Company, including actions 
brought by or on behalf of the Company (shareholder derivative actions). The 
provisions do not require a showing of good faith.  Moreover, they do not 
provide indemnification 

                                     II-1


<PAGE>

for liability arising out of willful misconduct, fraud, or dishonesty, for 
"short-swing" profits violations under the federal securities laws, or for 
the receipt of illegal remuneration.  The provisions also do not provide 
indemnification for any liability to the extent such liability is covered by 
insurance.

    The provisions also limit or indemnify against liability resulting from 
grossly negligent decisions including grossly negligent business decisions 
relating to attempts to change control of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.  EXHIBITS

    4.1  Agreement dated June    , 1996 with Arle L. Pierro
    5.1  Opinion and consent of Vanderkam & Sanders re: the legality of the
         shares being registered
    23.1 Consent of Vanderkam & Sanders (included in Exhibit 5.1)
    23.2 Consent of Samuel Klein and Company

ITEM 9.  UNDERTAKINGS

    (a)  The registrant hereby undertakes:

         (1)  To file, during any period in which offers or sells are being
              made, a post-effective amendment to this registration statement
              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.
         (2)  That, for the purpose of determining liability under the
              Securities Act of 1933, each post-effective amendment shall be
              treated as a new registration statement of the securities
              offered, and the offering of the securities at that time shall be
              deemed to be the initial bona fide offering thereof.
         (3)  To file a post-effective amendment to remove from registration
              any of the securities that remain unsold at the end of the
              offering.

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

    (c)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions, 
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the registrant of expenses incurred or paid by a director, 
officer or controlling person of the registrant in the successful defense of 
any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.

                                     II-2

<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 South River, State of New Jersey on 
the 31st day of July, 1996.

                                  IDM ENVIRONMENTAL CORP.

                                  By: /s/ Joel Freedman                        
                                     ---------------------------------------
                                      JOEL FREEDMAN, PRESIDENT

    Each of the undersigned officers and directors of IDM Environmental Corp. 
hereby constitutes and appoints Joel Freedman and Frank Falco, and each of 
them singly, as true and lawful attorneys-in-fact and agents, 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 and to prepare any and all 
exhibits thereto, and other documents in connection therewith, and to make 
any applicable state securities law or blue sky filings, 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 to enable IDM Environmental Corp. to comply with the provisions of the 
Securities Act of 1933, as amended, and all requirements of the Securities 
and Exchange Commission, 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 their 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 by the following persons in the 
capacities and on the date indicated.

    SIGNATURES                          TITLE                        DATE     
    ----------                          -----                        ----     
 /s/ Joel Freedman        President, Chief Executive Officer       July 31, 1996
- -----------------------   and Director (Principal Executive
JOEL FREEDMAN             Officer)
                          
 /s/ Frank A. Falco       Chairman of the Board, Chief             July 31, 1996
- -----------------------   Operating Officer, Executive Vice
FRANK A. FALCO            President and Director
                          
 /s/ Michael B. Killeen   Treasurer and Chief Financial Officer    July 31, 1996
- -----------------------   (Principal Financial and Accounting
MICHAEL B. KILLEEN        Officer)
                          
- -----------------------   Director                                 July   , 1996
MORI AARON SCHWEITZER     
                          
- -----------------------   Director                                 July   , 1996
FRANK PATTI               
                          
 /s/ Robert McGuinness    Director                                 July 31, 1996
- -----------------------   
ROBERT MCGUINNESS         


                                     II-3

<PAGE>


                                    EXHIBIT INDEX


EXHIBIT NO.                        DESCRIPTION                         PAGE NO.
- -----------                        -----------                         --------
 
    4.1     Agreement dated June     , 1996 with Arle L. Pierro.........      7

    5.1     Opinion and consent of Vanderkam & Sanders re: the legality        
            of the shares being registered..............................     10

    23.1    Consent of Vanderkam & Sanders (included in Exhibit 5.1)           

    23.2    Consent of Samuel Klein and Company.........................     11
[{"type": "S-8", "sequence": "1", "description": "S8", "secsgml_size_bytes": 15937}]
{"company-data": {"conformed-name": "IDM ENVIRONMENTAL CORP", "cik": "0000909792", "assigned-sic": "4955", "irs-number": "222194790", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09445", "film-number": "96602892"}, "business-address": {"street1": "396 WHITEHEAD AVE", "city": "SOUTH RIVER", "state": "NJ", "zip": "08882", "phone": "9083909550"}}
As filed with the Securities and Exchange Commission on August 2, 1996
                                                    Registration No. 33-      
===============================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                       FORM S-8

                                Registration Statement
                                        Under
                              The Securities Act of 1933

                               IDM ENVIRONMENTAL CORP.
                               -----------------------
                (Exact name of registrant as specified in its charter)

          NEW JERSEY                                     22-2194790           
- ----------------------------                         -------------------      
(State or other jurisdiction                           (IRS Employer          
     of incorporation)                               Identification No.)      

    396 WHITEHEAD AVENUE, SOUTH RIVER, NEW JERSEY                       08882  
    (Address of Principal Executive Offices)                         (Zip Code)

                               IDM ENVIRONMENTAL CORP.
                          1996 STOCK OPTION GRANTS PURSUANT
                          TO WRITTEN COMPENSATION AGREEMENT
                          ---------------------------------
                               (Full title of the plan)

                                                       Copy to:        
                 JOEL FREEDMAN                      MICHAEL SANDERS    
            IDM ENVIRONMENTAL CORP.               VANDERKAM & SANDERS  
                  P.O. BOX 388                       1111 CAROLINE     
              396 WHITEHEAD AVENUE                    SUITE 2905       
         SOUTH RIVER, NEW JERSEY 08882            HOUSTON, TEXAS 77010 
                 (908) 390-9550                      (713) 655-0015    
         -----------------------------
         (Name, address and telephone 
          number of agent for service)

    APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO 
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

                        CALCULATION OF REGISTRATION FEE
===============================================================================================
PROPOSED MAXIMUM    PROPOSED MAXIMUM   AMOUNT OF  
TITLE OF SECURITIES           AMOUNT TO BE  OFFERING PRICE PER  AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED             REGISTERED (1)     SHARE (2)             PRICE             FEE    
- -----------------------------------------------------------------------------------------------
Common Stock, $.001 par value    50,000         $3.23125           $161,562.50       $100.00   
===============================================================================================
(1) Calculated in accordance with Rule 457(h) solely for the purpose of 
    determining the registration fee.  The offering price is the exercise price
    of the outstanding options granted.

===============================================================================
PART I

                   INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

    Information required by Item 1 is included in documents sent or given to 
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

    Information required by Item 2 is included in documents sent or given to 
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents filed with the Securities and Exchange Commission 
(the "Commission") are incorporated by reference into this Registration 
Statement and are made a part hereof:

    (a)  The Company's Annual Report on Form 10-KSB for the fiscal year ended
         December 31, 1995.
    (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
         Exchange Act since the end of the fiscal year covered by the Annual
         Report referred to in Item 3(a) above, including, but not limited to,
         the Company's quarterly reports on Form 10-Q for the fiscal quarter
         ended March 31, 1996.
    (c)  The description of securities included in Form 8-A declared effective
         by the Commission on April 26, 1994 (Commission File No. 0-23900).

    All reports and other documents subsequently filed by the Company 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange 
Act of 1934, as amended, prior to the filing of a post-effective amendment 
which indicates that all securities offered hereby have been sold or which 
deregisters all securities then remaining unsold, shall be deemed to be 
incorporated by reference herein and to be a part hereof from the date of the 
filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Company's Articles of Incorporation, as amended, eliminate the 
personal liability of directors to the Company or its stockholders for 
monetary damages for breach of fiduciary duty to the extent permitted by New 
Jersey law.  The Company's Bylaws provide that the Company shall indemnify 
its officers and directors to the extent permitted by the Business 
Corporation Act of the State of New Jersey.  Section 14A:3-5 of the New 
Jersey Business Corporation Act authorizes a corporation to indemnify 
directors, officers, employees or agents of the corporation in non-derivative 
suits if such party acted in good faith and in a manner he reasonably 
believed to be in or not opposed to the best interest of the corporation and, 
with respect to any criminal action or proceeding, had no reasonable cause to 
believe his conduct was unlawful, as determined in accordance with New Jersey 
law.  Section 14A:3-5 further provides that indemnification shall be provided 
if the party in question is successful on the merits or otherwise.

    The provisions affecting personal liability do not abrogate a director's 
fiduciary duty to the Company and its shareholders, but eliminate personal 
liability for monetary damages for breach of that duty.   The provisions do 
not, however, eliminate or limit the liability of a director for failing to 
act in good faith, for engaging in intentional misconduct or knowingly 
violating a law, for authorizing the illegal payment of a dividend or 
repurchase of stock, for obtaining an improper personal benefit, for 
breaching a director's duty of loyalty, which is generally described as the 
duty not to engage in any transaction which involves a conflict between the 
interest of the Company and those of the director, or for violations of the 
federal securities laws.

    The provisions regarding indemnification provide, in essence, that the 
Company will indemnify its directors against expenses (including attorneys 
fees), judgments, fines and amounts paid in settlement actually and 
reasonably incurred in connection with any action, suit or proceeding arising 
out of the director's status as a director of the Company, including actions 
brought by or on behalf of the Company (shareholder derivative actions). The 
provisions do not require a showing of good faith.  Moreover, they do not 
provide indemnification 

                                     II-1
for liability arising out of willful misconduct, fraud, or dishonesty, for 
"short-swing" profits violations under the federal securities laws, or for 
the receipt of illegal remuneration.  The provisions also do not provide 
indemnification for any liability to the extent such liability is covered by 
insurance.

    The provisions also limit or indemnify against liability resulting from 
grossly negligent decisions including grossly negligent business decisions 
relating to attempts to change control of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8.  EXHIBITS

    4.1  Agreement dated June    , 1996 with Arle L. Pierro
    5.1  Opinion and consent of Vanderkam & Sanders re: the legality of the
         shares being registered
    23.1 Consent of Vanderkam & Sanders (included in Exhibit 5.1)
    23.2 Consent of Samuel Klein and Company

ITEM 9.  UNDERTAKINGS

    (a)  The registrant hereby undertakes:

         (1)  To file, during any period in which offers or sells are being
              made, a post-effective amendment to this registration statement
              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.
         (2)  That, for the purpose of determining liability under the
              Securities Act of 1933, each post-effective amendment shall be
              treated as a new registration statement of the securities
              offered, and the offering of the securities at that time shall be
              deemed to be the initial bona fide offering thereof.
         (3)  To file a post-effective amendment to remove from registration
              any of the securities that remain unsold at the end of the
              offering.

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

    (c)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions, 
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the registrant of expenses incurred or paid by a director, 
officer or controlling person of the registrant in the successful defense of 
any action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.

                                     II-2
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 South River, State of New Jersey on 
the 31st day of July, 1996.

                                  IDM ENVIRONMENTAL CORP.

                                  By: /s/ Joel Freedman                        
                                     ---------------------------------------
                                      JOEL FREEDMAN, PRESIDENT

    Each of the undersigned officers and directors of IDM Environmental Corp. 
hereby constitutes and appoints Joel Freedman and Frank Falco, and each of 
them singly, as true and lawful attorneys-in-fact and agents, 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 and to prepare any and all 
exhibits thereto, and other documents in connection therewith, and to make 
any applicable state securities law or blue sky filings, 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 to enable IDM Environmental Corp. to comply with the provisions of the 
Securities Act of 1933, as amended, and all requirements of the Securities 
and Exchange Commission, 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 their 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 by the following persons in the 
capacities and on the date indicated.

    SIGNATURES                          TITLE                        DATE     
    ----------                          -----                        ----     
 /s/ Joel Freedman        President, Chief Executive Officer       July 31, 1996
- -----------------------   and Director (Principal Executive
JOEL FREEDMAN             Officer)
                          
 /s/ Frank A. Falco       Chairman of the Board, Chief             July 31, 1996
- -----------------------   Operating Officer, Executive Vice
FRANK A. FALCO            President and Director
                          
 /s/ Michael B. Killeen   Treasurer and Chief Financial Officer    July 31, 1996
- -----------------------   (Principal Financial and Accounting
MICHAEL B. KILLEEN        Officer)
                          
- -----------------------   Director                                 July   , 1996
MORI AARON SCHWEITZER     
                          
- -----------------------   Director                                 July   , 1996
FRANK PATTI               
                          
 /s/ Robert McGuinness    Director                                 July 31, 1996
- -----------------------   
ROBERT MCGUINNESS         

                                     II-3
EXHIBIT INDEX

EXHIBIT NO.                        DESCRIPTION                         PAGE NO.
- -----------                        -----------                         --------
 
    4.1     Agreement dated June     , 1996 with Arle L. Pierro.........      7

    5.1     Opinion and consent of Vanderkam & Sanders re: the legality        
            of the shares being registered..............................     10

    23.1    Consent of Vanderkam & Sanders (included in Exhibit 5.1)           

    23.2    Consent of Samuel Klein and Company.........................     11