As filed with the Securities and Exchange Commission on September 16, 1996  
                                                        Registration No. 333____


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

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

        DELAWARE                                       22-3137244
  (State or Other Jurisdiction of                   (I.R.S. Employer
   Incorporation or Organization)                Identification  Number)

                              930 WASHINGTON AVENUE
                           MIAMI BEACH, FLORIDA 33139
                    (Address of Principal Executive Offices)
                                 ---------------
                              AUTOLEND GROUP, INC.
                             STOCK OPTION AGREEMENTS
                       WITH STEVEN SIMON AND HELEN PORTER
                            (Full Title of the Plan)
                                  STEVEN SIMON
                              930 WASHINGTON AVENUE
                           MIAMI BEACH, FLORIDA 33139
                     (Name and Address of Agent for Service)

                                 (305) 673-2700
                     (Telephone Number, Including Area Code,
                              of Agent for Service)


                                   COPIES TO:

                             Allan E. Reznick, Esq.
                        Kramer, Levin, Naftalis & Frankel
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================
                                      Proposed        Proposed
                                      Maximum         Maximum
Title of                              Offering        Aggregate         Amount of
Securities to       Amount to be      Price Per       Offering          Registration
be Registered       Registered        Share(1)        Price             Fee
- ------------------------------------------------------------------------------------
<S>                 <C>               <C>             <C>               <C>    
Common              525,000           $2.65           $1,391,250        $479.74
Stock, par          shares
value $.002
per share
====================================================================================
</TABLE>

(1)  Calculated, in accordance with 17 CFR 230.457(h)(1), solely for the purpose
     of calculating the  registration  fee. The Proposed  Maximum Offering Price
     Per Share is based on the price at which the options may be exercised.


                               Page 1 of 26 Pages

               Exhibit Index is located on page 7 of this document


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference in this  Registration
Statement the following documents:

         (a) The  Registrant's  latest annual  report filed  pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").

         (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 (a) above.

         (c) The Registrant's Registration Statement on Form 8-A, filed pursuant
to Section 12(g) of the Exchange Act, which contains a description of the Common
Stock,  including any amendment or report filed for the purpose of updating such
description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement 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 in 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.   Interest of Named Experts and Counsel.

         Not applicable.

Item 6.   Indemnification of Directors and Officers.

         Reference  is  made  to  Section  102(b)(7)  of  the  Delaware  General
Corporation Law (the "DGCL"),  which permits a corporation in its certificate of
incorporation  or an  amendment  thereto  to  eliminate  or limit  the  personal
liability of a director for violations of the director's  fiduciary duty, except
(i)  for  any  breach  of  the  director's  fiduciary  duty  of  loyalty  to the
corporation or its stockholders  (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock purchases or  redemptions),  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  The  Registrant's  Amended and Restated  Certificate of  Incorporation
contains provisions permitted by Section 102(b)(7) of the DGCL.

         Reference  is made to  Section  145 of the DGCL which  provides  that a
corporation  may indemnify any persons,  including  directors and officers,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided such  director,  officer,  employee or agent acted in good
faith and in


                                       -2-


<PAGE>


a manner he  reasonably  believed to be in or not  opposed to the  corporation's
best interests and, with respect to any criminal action or  proceedings,  had no
reasonable  cause  to  believe  that  his  conduct  was  unlawful.   A  Delaware
corporation may indemnify  directors  and/or officers in an action or suit by or
in the  right of the  corporation  under  the same  conditions,  except  that no
indemnification  is  permitted  without  judicial  approval  if the  director or
officer is adjudged to be liable to the corporation. Where a director or officer
is successful  on the merits or otherwise in the defense of any action  referred
to above,  the corporation  must indemnify him or her against the expenses which
such director or officer actually and reasonably incurred.

         The Registrant's Certificate of Incorporation, as amended, provides for
indemnification  of  directors  and  officers of the  Registrant  to the fullest
extent permitted by the DGCL. The Registrant may provide liability insurance for
each director and officer for certain losses arising from claims or charges made
against  them while acting in their  capacities  as directors or officers of the
Registrant.

Item 7.   Exemption from Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

          Exhibit Number        Description

                    4.1         Form of Stock Option Agreement with Steven Simon

                    4.2         Form of Stock Option Agreement with Helen Porter

                    4.3         Certificate of Incorporation of AutoLend Group, 
                                Inc. (formerly known as CAPX Corporation) (1)

                    4.4         By-laws of AutoLend Group, Inc. (formerly known 
                                as CAPX Corporation) (1)

                    5           Opinion of Kramer, Levin, Naftalis & Frankel 
                                regarding legality of securities being 
                                registered (including consent).

                   23.1         Consent of Independent Auditors.

                   23.2         Consent of Kramer, Levin, Naftalis & Frankel 
                                (see Exhibit Number 5 above).

                   24           Power of Attorney (included on signature page).


- ----------- 
     (1)  Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
          the year ended March 31, 1996 and incorporated herein by reference.


                                       -3-


<PAGE>

Item 9.    Undertakings.

             The undersigned Registrant hereby undertakes:

             (1) To file,  during any period in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement 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  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 the time shall be deemed to be the initial bona
fide offering thereof.

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

             The undersigned  Registrant hereby undertakes that, for 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.

             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.


                                       -4-


<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 Miami  Beach, State of  Florida  on this 16th day of
September, 1996.

                                   AUTOLEND GROUP, INC.



                                   By:  /s/ Steve Simon
                                        ------------------------------
                                        Name:  Steve Simon
                                        Title: President and
                                               Chief Executive Officer


                                       -5-


<PAGE>

                                POWER OF ATTORNEY

             KNOW ALL MEN BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  Steve  Simon  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
or all 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  attorney-in-fact  and
agent,  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 for all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorney-in-fact  and  agent,  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 on September 9,
1996 in the capacities indicated.

                Signature                Title(s)
                ---------                --------

         /s/ Steve Simon                 Chairman of the Board, President,
- -----------------------------------      Chief Executive Officer and Director
                Steve Simon              
               

         /s/ Helen Porter                Principal Financial and
- -----------------------------------      Accounting Officer
                Helen Porter             


         /s/ Robert Granoff              Director
- -----------------------------------
                Robert Granoff


         /s/ Drew Sakson                 Director
- -----------------------------------
                Drew Sakson


                                       -6-


<PAGE>


                                  EXHIBIT INDEX


Exhibit Number            Description                 Sequentially Numbered Page

   4.1      Form of Stock Option Agreement with Steve Simon               8

   4.2      Form of Stock Option Agreement with Helen Porter             16

   4.3      Certificate of Incorporation of CAPX Corporation (1)         

   4.4      By-laws of CAPX Corporation (1)                              

   5        Opinion of Kramer, Levin, Naftalis                           25
            & Frankel regarding legality of securities
            being registered (including consent).

   23.1     Consent of Independent Auditors.                             27

   23.2     Consent of Kramer, Levin, Naftalis
            & Frankel (see Exhibit Number 5 above).

   24       Power of Attorney (included on signature page).

- ---------------------------------------------

     (1)  Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
          the year ended March 31, 1996 and incorporated herein by reference.


                                       -7-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16338}]
{"company-data": {"conformed-name": "AUTOLEND GROUP INC", "cik": "0000851697", "assigned-sic": "6411", "irs-number": "223137244", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12215", "film-number": "96631650"}, "business-address": {"street1": "930 WASHINGTON AVE 4TH FLOOR", "city": "MIAMI BEACH", "state": "FL", "zip": "33139", "phone": "3056732700"}, "mail-address": {"street1": "KRAMER LEVIN NAFTALIS & FRANKEL", "street2": "919 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "CAPX CORP", "date-changed": "19940906"}}
As filed with the Securities and Exchange Commission on September 16, 1996  
                                                        Registration No. 333____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------

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

        DELAWARE                                       22-3137244
  (State or Other Jurisdiction of                   (I.R.S. Employer
   Incorporation or Organization)                Identification  Number)

                              930 WASHINGTON AVENUE
                           MIAMI BEACH, FLORIDA 33139
                    (Address of Principal Executive Offices)
                                 ---------------
                              AUTOLEND GROUP, INC.
                             STOCK OPTION AGREEMENTS
                       WITH STEVEN SIMON AND HELEN PORTER
                            (Full Title of the Plan)
                                  STEVEN SIMON
                              930 WASHINGTON AVENUE
                           MIAMI BEACH, FLORIDA 33139
                     (Name and Address of Agent for Service)

                                 (305) 673-2700
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   COPIES TO:

                             Allan E. Reznick, Esq.
                        Kramer, Levin, Naftalis & Frankel
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

                         CALCULATION OF REGISTRATION FEE
====================================================================================
                                      Proposed        Proposed
                                      Maximum         Maximum
Title of                              Offering        Aggregate         Amount of
Securities to       Amount to be      Price Per       Offering          Registration
be Registered       Registered        Share(1)        Price             Fee
- ------------------------------------------------------------------------------------
Common              525,000           $2.65           $1,391,250        $479.74
Stock, par          shares
value $.002
per share
====================================================================================
(1)  Calculated, in accordance with 17 CFR 230.457(h)(1), solely for the purpose
     of calculating the  registration  fee. The Proposed  Maximum Offering Price
     Per Share is based on the price at which the options may be exercised.

                               Page 1 of 26 Pages

               Exhibit Index is located on page 7 of this document
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference in this  Registration
Statement the following documents:

         (a) The  Registrant's  latest annual  report filed  pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").

         (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 (a) above.

         (c) The Registrant's Registration Statement on Form 8-A, filed pursuant
to Section 12(g) of the Exchange Act, which contains a description of the Common
Stock,  including any amendment or report filed for the purpose of updating such
description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement 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 in 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.   Interest of Named Experts and Counsel.

         Not applicable.

Item 6.   Indemnification of Directors and Officers.

         Reference  is  made  to  Section  102(b)(7)  of  the  Delaware  General
Corporation Law (the "DGCL"),  which permits a corporation in its certificate of
incorporation  or an  amendment  thereto  to  eliminate  or limit  the  personal
liability of a director for violations of the director's  fiduciary duty, except
(i)  for  any  breach  of  the  director's  fiduciary  duty  of  loyalty  to the
corporation or its stockholders  (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock purchases or  redemptions),  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  The  Registrant's  Amended and Restated  Certificate of  Incorporation
contains provisions permitted by Section 102(b)(7) of the DGCL.

         Reference  is made to  Section  145 of the DGCL which  provides  that a
corporation  may indemnify any persons,  including  directors and officers,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided such  director,  officer,  employee or agent acted in good
faith and in

                                       -2-
a manner he  reasonably  believed to be in or not  opposed to the  corporation's
best interests and, with respect to any criminal action or  proceedings,  had no
reasonable  cause  to  believe  that  his  conduct  was  unlawful.   A  Delaware
corporation may indemnify  directors  and/or officers in an action or suit by or
in the  right of the  corporation  under  the same  conditions,  except  that no
indemnification  is  permitted  without  judicial  approval  if the  director or
officer is adjudged to be liable to the corporation. Where a director or officer
is successful  on the merits or otherwise in the defense of any action  referred
to above,  the corporation  must indemnify him or her against the expenses which
such director or officer actually and reasonably incurred.

         The Registrant's Certificate of Incorporation, as amended, provides for
indemnification  of  directors  and  officers of the  Registrant  to the fullest
extent permitted by the DGCL. The Registrant may provide liability insurance for
each director and officer for certain losses arising from claims or charges made
against  them while acting in their  capacities  as directors or officers of the
Registrant.

Item 7.   Exemption from Registration Claimed.

         Not applicable.

Item 8.    Exhibits.

          Exhibit Number        Description

                    4.1         Form of Stock Option Agreement with Steven Simon

                    4.2         Form of Stock Option Agreement with Helen Porter

                    4.3         Certificate of Incorporation of AutoLend Group, 
                                Inc. (formerly known as CAPX Corporation) (1)

                    4.4         By-laws of AutoLend Group, Inc. (formerly known 
                                as CAPX Corporation) (1)

                    5           Opinion of Kramer, Levin, Naftalis & Frankel 
                                regarding legality of securities being 
                                registered (including consent).

                   23.1         Consent of Independent Auditors.

                   23.2         Consent of Kramer, Levin, Naftalis & Frankel 
                                (see Exhibit Number 5 above).

                   24           Power of Attorney (included on signature page).

- ----------- 
     (1)  Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
          the year ended March 31, 1996 and incorporated herein by reference.

                                       -3-
Item 9.    Undertakings.

             The undersigned Registrant hereby undertakes:

             (1) To file,  during any period in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement 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  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 the time shall be deemed to be the initial bona
fide offering thereof.

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

             The undersigned  Registrant hereby undertakes that, for 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.

             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.

                                       -4-
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 Miami  Beach, State of  Florida  on this 16th day of
September, 1996.

                                   AUTOLEND GROUP, INC.

                                   By:  /s/ Steve Simon
                                        ------------------------------
                                        Name:  Steve Simon
                                        Title: President and
                                               Chief Executive Officer

                                       -5-
POWER OF ATTORNEY

             KNOW ALL MEN BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  Steve  Simon  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
or all 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  attorney-in-fact  and
agent,  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 for all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorney-in-fact  and  agent,  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 on September 9,
1996 in the capacities indicated.

                Signature                Title(s)
                ---------                --------

         /s/ Steve Simon                 Chairman of the Board, President,
- -----------------------------------      Chief Executive Officer and Director
                Steve Simon              
               

         /s/ Helen Porter                Principal Financial and
- -----------------------------------      Accounting Officer
                Helen Porter             

         /s/ Robert Granoff              Director
- -----------------------------------
                Robert Granoff

         /s/ Drew Sakson                 Director
- -----------------------------------
                Drew Sakson

                                       -6-
EXHIBIT INDEX

Exhibit Number            Description                 Sequentially Numbered Page

   4.1      Form of Stock Option Agreement with Steve Simon               8

   4.2      Form of Stock Option Agreement with Helen Porter             16

   4.3      Certificate of Incorporation of CAPX Corporation (1)         

   4.4      By-laws of CAPX Corporation (1)                              

   5        Opinion of Kramer, Levin, Naftalis                           25
            & Frankel regarding legality of securities
            being registered (including consent).

   23.1     Consent of Independent Auditors.                             27

   23.2     Consent of Kramer, Levin, Naftalis
            & Frankel (see Exhibit Number 5 above).

   24       Power of Attorney (included on signature page).

- ---------------------------------------------

     (1)  Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
          the year ended March 31, 1996 and incorporated herein by reference.

                                       -7-