<PAGE>


                                            Registration No. ___________


      As filed with the Securities and Exchange Commission on October 25, 1996
   --------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington D. C. 20549
                                ----------------------
                                       FORM S-8

                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933

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

                             NATIONAL QUALITY CARE, INC.
                ------------------------------------------------------
                (Exact name of registrant as specified in its charter)

  Delaware                                                84-1215959     
------------                                          -------------------
(State or other                                        (I.R.S. Employer
jurisdiction of                                      Identification Number)
incorporation or
organization)
                             5901 West Olympic Boulevard
                                      Suite 109
                            Los Angeles, California 90036
                                    (213) 935-5700

                 (Address, including zip code, and telephone number,
          including area code, or registrant's principal executive offices)
          -----------------------------------------------------------------

                           STOCK OPTIONS ISSUED PURSUANT TO
                                CONSULTING AGREEMENTS
                                ---------------------
                                 (Full title of plan)

                                  Victor Gura, M.D.
                                      President
                             National Quality Care, Inc.
                             5901 West Olympic Boulevard
                                      Suite 109
                            Los Angeles, California 90036
                                    (213) 935-5700

                 (Name and address, including zip code, and telephone
                  number, including area code, of agent for service)
                  --------------------------------------------------

                                      Copies to:

                                  Matthias & Berg LLP
                               515 South Flower Street
                                    Seventh Floor          
                            Los Angeles, California 90071  
                             Attn: Jeffrey P. Berg, Esq.   
                                Phone (213) 895-4200  
                                  Fax (213) 895-4058



<PAGE>




(REGISTRATION STATEMENT COVER PAGE CONTINUED)


                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

Title of Each Class of           Amount to be    Proposed Maximum        Proposed        Amount of     
Securities to be Registered      Registered(1)   Offering Price per      Maximum         Registration  
                                                 Share(1)                Aggregate       Fee(2)        
                                                                         Offering 
                                                                         Price(1) 
-------------------------------------------------------------------------------------------------------
<S>                              <C>             <C>                     <C>             <C>
Common Stock, par
value $0.01 per share            500,000           $0.25                 $125,000
-------------------------------------------------------------------------------------------------------
Common Stock par value
$0.01 per share                  100,000           $1.00                 $100,000  
-------------------------------------------------------------------------------------------------------
TOTAL                            600,000                                 $225,000         $100.00
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
</TABLE>
----------------------------------
(1) Estimated solely for the purpose of calculating the registration fee. 
    These amounts reflect the exercise price of the shares of Common Stock
    underlying options to purchase up to 600,000 shares of Common Stock which
    are being registered in connection with this registration statement.

(2) Pursuant to General Instruction E. the registration fee paid in connection
    herewith is based on the maximum aggregate price at which securities
    covered by this registration statement are proposed to be offered.
 

<PAGE>

PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1:  PLAN INFORMATION.

    The information required by Part I is included in documents to be sent or
given to the participants.

ITEM 2:  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

    Upon written or oral request, National Quality Care, Inc., a Delaware
corporation (the "Registrant") will provide, without charge, a copy of all
documents incorporated by reference in Item 3 of Part II of this Registration
Statement, which are incorporated by reference in the Section 10(a) Prospectus,
and all other documents required to be delivered to employees pursuant to Rule
428(b) promulgated under the Securities Act of 1933, as amended (the "Securities
Act").  All requests should be made to National Quality Care, Inc., Victor Gura,
M.D., President, 5901 West Olympic Boulevard, Suite 109, Los Angeles, California
90036, tel no. (213) 935-5700.

PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:   INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:

    (a)  Annual Report on Form 10-KSB for the Fiscal Year Ended July 31, 1995.

    (b)  Quarterly Report on Form 10-QSB for the Quarterly Period Ended 
         October 31, 1995.

    (c)  Quarterly Report on Form 10-QSB for the Quarterly Period Ended 
         January 31, 1996.
    
    (d)  Quarterly Report on Form 10-QSB for the Quarterly Period Ended 
         April 30, 1996.

    (e)  Quarterly Report on Form 10-QSB for the Quarterly Period Ended 
         June 30, 1996.

    (f)  Current Report on Form 8-K dated May 24, 1996.

    (g)  The description of the Common Stock which is contained in the
         registration statements filed under the Securities and Exchange Act of
         1934, as amended (the "Exchange Act"), including any amendment or
         report filed for the purpose of updating such description.

    All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable
                                          2
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Registrant's Certificate of Incorporation generally provide for the
maximum indemnification of a corporation's officers and directors as permitted
by law in the State of Delaware.  Delaware law empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case of
an action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise.  Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful.

    A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation.  Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

    To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he or she must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him in connection
with the defense.  Any indemnification under this section, unless ordered by a
court or advanced pursuant to this section, must be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) by the stockholders; (b) by the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) if a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.

    The certificate of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation.  The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

                                          3

<PAGE>

    The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section: (a) does not exclude any other rights to which
a person seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding his
or her office, except that indemnification, unless ordered by a court pursuant
to this section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

ITEM 8:  EXHIBITS

4.1      Stock Option Agreement between the Registrant and SRP Marketing &
         Consulting, Inc. dated October 1, 1996
4.2      Stock Option Agreement between the Registrant and Lady Tara Holdings,
         Ltd. dated October 1, 1996
5.1      Opinion of Matthias & Berg LLP
24.1     Consent of Matthias & Berg LLP (included in Exhibits 5.1)
24.2     Consent of Singer, Lewak, Greenbaum & Goldstein LLP
24.3     Consent of Ehrhardt Keefe Steiner & Hottman PC
----------------------------------

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:

         (i)     To include any prospectus required by Section 10(a) (3) of the
                 Securities Act;

         (ii)    To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually
                 or in the aggregate, represent a fundamental change in the
                 information set forth in the registration statement.  

         (iii)   To include any material information with respect to the plan
                 of distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;

         PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on From S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.


                                          4

<PAGE>

    (2)  That, for determining liability under the Securities Act, to treat
each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial bona fide offering.

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

    The undersigned registrant hereby under takes 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 any
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.

    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, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.  In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officers 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.


                                          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 city of Los Angeles, California, on this 24th day of October,
1996.

                                  NATIONAL QUALITY CARE, INC.



                                  By: /s/Victor Gura, M.D.      
                                      -----------------------------
                                      Victor Gura, M.D., President

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

Signature                 Capacity in Which Signed           Date
---------                 ------------------------           ----

/s/ Victor Gura, M.D.     President and Director
---------------------     (Principal Executive Officer)      October 24, 1996
Victor Gura, M.D.


/s/ Ron Berkowitz         Chief Financial Officer            October 24, 1996
-----------------         (Principal Financial Officer
Ron Berkowitz             and Principal Accounting
                          Officer)


/s/ Ronald Lang, M.D.     Director                           October 24, 1996
--------------------
Ronald Lang, M.D.


/s/ Avraham Uncyk, M.D.   Director                           October 24, 1996
----------------------
Avraham Uncyk, M.D. 
                                          6

<PAGE>
                                  POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Victor Gura, M.D. and Ron Berkowitz, or
either of them, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this Registration Statement, and
to file the same 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 end every act and thing requisite and necessary to be done in
connection therewith, 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 substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

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

Signature                 Capacity in Which Signed           Date
---------                 ------------------------           ----


/s/ Victor Gura, M.D.     President and Director             October 24, 1996
--------------------      (Principal Executive Officer)
Victor Gura, M.D.       


/s/ Ron Berkowitz         Chief Financial Officer            October 24, 1996
-----------------         (Principal Financial Officer       
Ron Berkowitz             and Principal Accounting
                          Officer)


/s/ Ronald Lang, M.D.     Director                           October 24, 1996
--------------------
Ronald Lang, M.D.


/s/ Avraham Uncyk, M.D.   Director                           October 24, 1996
----------------------
Avraham Uncyk, M.D.

                                          7

<PAGE>
 
                                    EXHIBIT INDEX

                                                              Sequentially
Document                Description of Document               Numbered Page
--------                -----------------------               -------------
4.1                     Stock Option Agreement between       
                        the Registrant and SRP               
                        Marketing & Consulting, Inc.         
                        dated October 1, 1996
4.2                     Stock Option Agreement between
                        the Registrant and Lady Tara
                        Holdings, Ltd. dated
                        October 1, 1996
5.1                     Opinion of Matthias & Berg  LLP
24.1                    Consent of Matthias & Berg LLP
                        (included in Exhibits 5.1)
24.2                    Consent of Singer, Lewak,
                        Greenbaum & Goldstein LLP
24.3                    Consent of Ehrhardt Keefe
                        Steiner & Hottman PC


                                          8
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 22326}]
{"company-data": {"conformed-name": "NATIONAL QUALITY CARE INC", "cik": "0000872544", "assigned-sic": "5140", "irs-number": "841215959", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14839", "film-number": "96647887"}, "business-address": {"street1": "POST OFFICE BOX 12400", "street2": "P O BOX 150", "city": "DENVER", "state": "CO", "zip": "80212", "phone": "3034775788"}, "mail-address": {"street1": "5901 W OLYMPIC BLVD", "street2": "STE 109", "city": "LOS ANGELES", "state": "CA", "zip": "90036"}, "former-company": {"former-conformed-name": "SARGENT INC", "date-changed": "19930328"}}
Registration No. ___________

      As filed with the Securities and Exchange Commission on October 25, 1996
   --------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington D. C. 20549
                                ----------------------
                                       FORM S-8

                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933

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

                             NATIONAL QUALITY CARE, INC.
                ------------------------------------------------------
                (Exact name of registrant as specified in its charter)

  Delaware                                                84-1215959     
------------                                          -------------------
(State or other                                        (I.R.S. Employer
jurisdiction of                                      Identification Number)
incorporation or
organization)
                             5901 West Olympic Boulevard
                                      Suite 109
                            Los Angeles, California 90036
                                    (213) 935-5700

                 (Address, including zip code, and telephone number,
          including area code, or registrant's principal executive offices)
          -----------------------------------------------------------------

                           STOCK OPTIONS ISSUED PURSUANT TO
                                CONSULTING AGREEMENTS
                                ---------------------
                                 (Full title of plan)

                                  Victor Gura, M.D.
                                      President
                             National Quality Care, Inc.
                             5901 West Olympic Boulevard
                                      Suite 109
                            Los Angeles, California 90036
                                    (213) 935-5700

                 (Name and address, including zip code, and telephone
                  number, including area code, of agent for service)
                  --------------------------------------------------

                                      Copies to:

                                  Matthias & Berg LLP
                               515 South Flower Street
                                    Seventh Floor          
                            Los Angeles, California 90071  
                             Attn: Jeffrey P. Berg, Esq.   
                                Phone (213) 895-4200  
                                  Fax (213) 895-4058
(REGISTRATION STATEMENT COVER PAGE CONTINUED)

                           CALCULATION OF REGISTRATION FEE
Title of Each Class of           Amount to be    Proposed Maximum        Proposed        Amount of     
Securities to be Registered      Registered(1)   Offering Price per      Maximum         Registration  
                                                 Share(1)                Aggregate       Fee(2)        
                                                                         Offering 
                                                                         Price(1) 
-------------------------------------------------------------------------------------------------------
Common Stock, par
value $0.01 per share            500,000           $0.25                 $125,000
-------------------------------------------------------------------------------------------------------
Common Stock par value
$0.01 per share                  100,000           $1.00                 $100,000  
-------------------------------------------------------------------------------------------------------
TOTAL                            600,000                                 $225,000         $100.00
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
----------------------------------
(1) Estimated solely for the purpose of calculating the registration fee. 
    These amounts reflect the exercise price of the shares of Common Stock
    underlying options to purchase up to 600,000 shares of Common Stock which
    are being registered in connection with this registration statement.

(2) Pursuant to General Instruction E. the registration fee paid in connection
    herewith is based on the maximum aggregate price at which securities
    covered by this registration statement are proposed to be offered.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1:  PLAN INFORMATION.

    The information required by Part I is included in documents to be sent or
given to the participants.

ITEM 2:  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

    Upon written or oral request, National Quality Care, Inc., a Delaware
corporation (the "Registrant") will provide, without charge, a copy of all
documents incorporated by reference in Item 3 of Part II of this Registration
Statement, which are incorporated by reference in the Section 10(a) Prospectus,
and all other documents required to be delivered to employees pursuant to Rule
428(b) promulgated under the Securities Act of 1933, as amended (the "Securities
Act").  All requests should be made to National Quality Care, Inc., Victor Gura,
M.D., President, 5901 West Olympic Boulevard, Suite 109, Los Angeles, California
90036, tel no. (213) 935-5700.

PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:   INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:

    (a)  Annual Report on Form 10-KSB for the Fiscal Year Ended July 31, 1995.

    (b)  Quarterly Report on Form 10-QSB for the Quarterly Period Ended 
         October 31, 1995.

    (c)  Quarterly Report on Form 10-QSB for the Quarterly Period Ended 
         January 31, 1996.
    
    (d)  Quarterly Report on Form 10-QSB for the Quarterly Period Ended 
         April 30, 1996.

    (e)  Quarterly Report on Form 10-QSB for the Quarterly Period Ended 
         June 30, 1996.

    (f)  Current Report on Form 8-K dated May 24, 1996.

    (g)  The description of the Common Stock which is contained in the
         registration statements filed under the Securities and Exchange Act of
         1934, as amended (the "Exchange Act"), including any amendment or
         report filed for the purpose of updating such description.

    All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable
                                          2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Registrant's Certificate of Incorporation generally provide for the
maximum indemnification of a corporation's officers and directors as permitted
by law in the State of Delaware.  Delaware law empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case of
an action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise.  Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful.

    A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation.  Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

    To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he or she must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him in connection
with the defense.  Any indemnification under this section, unless ordered by a
court or advanced pursuant to this section, must be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) by the stockholders; (b) by the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) if a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.

    The certificate of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation.  The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

                                          3
The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section: (a) does not exclude any other rights to which
a person seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding his
or her office, except that indemnification, unless ordered by a court pursuant
to this section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

ITEM 8:  EXHIBITS

4.1      Stock Option Agreement between the Registrant and SRP Marketing &
         Consulting, Inc. dated October 1, 1996
4.2      Stock Option Agreement between the Registrant and Lady Tara Holdings,
         Ltd. dated October 1, 1996
5.1      Opinion of Matthias & Berg LLP
24.1     Consent of Matthias & Berg LLP (included in Exhibits 5.1)
24.2     Consent of Singer, Lewak, Greenbaum & Goldstein LLP
24.3     Consent of Ehrhardt Keefe Steiner & Hottman PC
----------------------------------

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:

         (i)     To include any prospectus required by Section 10(a) (3) of the
                 Securities Act;

         (ii)    To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually
                 or in the aggregate, represent a fundamental change in the
                 information set forth in the registration statement.  

         (iii)   To include any material information with respect to the plan
                 of distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;

         PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on From S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.

                                          4
(2)  That, for determining liability under the Securities Act, to treat
each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial bona fide offering.

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

    The undersigned registrant hereby under takes 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 any
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.

    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, the Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.  In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officers 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.

                                          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 city of Los Angeles, California, on this 24th day of October,
1996.

                                  NATIONAL QUALITY CARE, INC.

                                  By: /s/Victor Gura, M.D.      
                                      -----------------------------
                                      Victor Gura, M.D., President

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

Signature                 Capacity in Which Signed           Date
---------                 ------------------------           ----

/s/ Victor Gura, M.D.     President and Director
---------------------     (Principal Executive Officer)      October 24, 1996
Victor Gura, M.D.

/s/ Ron Berkowitz         Chief Financial Officer            October 24, 1996
-----------------         (Principal Financial Officer
Ron Berkowitz             and Principal Accounting
                          Officer)

/s/ Ronald Lang, M.D.     Director                           October 24, 1996
--------------------
Ronald Lang, M.D.

/s/ Avraham Uncyk, M.D.   Director                           October 24, 1996
----------------------
Avraham Uncyk, M.D. 
                                          6
POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Victor Gura, M.D. and Ron Berkowitz, or
either of them, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this Registration Statement, and
to file the same 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 end every act and thing requisite and necessary to be done in
connection therewith, 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 substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

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

Signature                 Capacity in Which Signed           Date
---------                 ------------------------           ----

/s/ Victor Gura, M.D.     President and Director             October 24, 1996
--------------------      (Principal Executive Officer)
Victor Gura, M.D.       

/s/ Ron Berkowitz         Chief Financial Officer            October 24, 1996
-----------------         (Principal Financial Officer       
Ron Berkowitz             and Principal Accounting
                          Officer)

/s/ Ronald Lang, M.D.     Director                           October 24, 1996
--------------------
Ronald Lang, M.D.

/s/ Avraham Uncyk, M.D.   Director                           October 24, 1996
----------------------
Avraham Uncyk, M.D.

                                          7
EXHIBIT INDEX

                                                              Sequentially
Document                Description of Document               Numbered Page
--------                -----------------------               -------------
4.1                     Stock Option Agreement between       
                        the Registrant and SRP               
                        Marketing & Consulting, Inc.         
                        dated October 1, 1996
4.2                     Stock Option Agreement between
                        the Registrant and Lady Tara
                        Holdings, Ltd. dated
                        October 1, 1996
5.1                     Opinion of Matthias & Berg  LLP
24.1                    Consent of Matthias & Berg LLP
                        (included in Exhibits 5.1)
24.2                    Consent of Singer, Lewak,
                        Greenbaum & Goldstein LLP
24.3                    Consent of Ehrhardt Keefe
                        Steiner & Hottman PC

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