<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 1996

                                                            REGISTRATION NO. 33-
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.
                       ___________________________________

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                       ___________________________________

                         NORTH AMERICAN SCIENTIFIC, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                            51-0366422
     (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                         Identification No.)


7435 GREENBUSH AVENUE, NORTH HOLLYWOOD, CA                    91605
(Address of Principal Executive Offices)                    (Zip Code)

                         NORTH AMERICAN SCIENTIFIC, INC.
                  AMENDED AND RESTATED 1996 STOCK OPTION PLAN

                            (Full title of the plan)

                                L. MICHAEL CUTRER
                         NORTH AMERICAN SCIENTIFIC, INC.
                              7435 GREENBUSH AVENUE
                            NORTH HOLLYWOOD, CA 91605
                     (Name and address of agent for service)

                                 (818) 503-9201
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                                   CALCULATION OF REGISTRATION FEE
________________________________________________________________________________________________________________
                                                  PROPOSED            PROPOSED
     TITLE OF            AMOUNT                   MAXIMUM             MAXIMUM             AMOUNT OF
     SECURITIES TO       TO BE                    OFFERING PRICE      AGGREGATE           REGISTRATION
     BE REGISTERED       REGISTERED(A)            PER UNIT            OFFERING PRICE      FEE
________________________________________________________________________________________________________________
     <S>                 <C>                      <C>                 <C>                 <C>
     Common Stock,
     $.01 par value      277,500 shares  (b)      $1.03(d)            $285,825(d)         $ 86.61

     Common Stock,
     $.01 par value      222,500 shares  (c)      $1.24(e)            $275,900(e)         $ 83.61


     Total Registration Fee:                                                              $170.22
________________________________________________________________________________________________________________

</TABLE>

(a)  Represents the maximum number of shares which could be purchased upon
     exercise of all stock options which are outstanding currently or which may
     hereafter be granted under the Amended and Restated 1996 Stock Option Plan.

(b)  Represents the maximum number of shares which could be purchased upon
     exercise of all options now outstanding under the Amended and Restated 1996
     Stock Option Plan.

(c)  Represents the maximum number of shares which could be purchased upon
     exercise of options not yet granted but authorized under the Amended and
     Restated 1996 Stock Option Plan.

(d)  Represents actual average per share and aggregate exercise prices of
     outstanding options under the Amended and Restated 1996 Stock Option Plan.

(e)  Estimated solely for purposes of calculating the registration fee and based
     on the average high and low prices of the Company's Common Stock on October
     16, 1996, as reported on the Vancouver Stock Exchange.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed in (a) through (c) below are incorporated by reference
in this Registration Statement, and all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part thereof from the date of
filing of such documents:

     (a)  The Company's annual report on Form 10-KSB for the year ended October
          31, 1995.

     (b)  The Company's quarterly reports on Form 10-QSB for the quarters ended
          January 31, 1996, April 30, 1996 and July 31, 1996.

     (c)  The description of the Company's Common Stock which is contained in
          the Registration Statement on Form 10-SB filed August 22, 1995, File
          No. 0-26670, including any amendment or report filed for the purpose
          of updating such description.


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 Delaware General Corporation Law (the "DGCL") permits a corporation
to indemnify officers, directors, employees and agents for actions taken in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and with respect to any criminal action,
which they had no reasonable cause to believe was unlawful.  The DGCL provides
that a corporation may advance expenses of defense (upon receipt of a written
undertaking to reimburse the corporation if indemnification is not appropriate)
and must reimburse a successful defendant for expenses, including attorney's
fees, actually and reasonably incurred, and permits a corporation to purchase
and maintain liability insurance for its directors and officers.  The DGCL
provides that indemnification may not be made for any claim, issue or matters as
to which a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation, unless and
only to the extent a court determines that the person is entitled to indemnity
for such expenses as the court deems proper.

       The Certificate of Incorporation of the Company (the "Certificate")
provides that each person who is involved in any actual or threatened action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was a director of the Company, or is or
was serving at the request of the Company as a director of another corporation
or of a partnership, joint venture, trust, or other enterprise, will be
indemnified by the corporation, and that each person who is so involved by
reason of the fact that he or she was an officer, agent of the Company, or is or
was serving at the request of the Company as an officer, agent or employee of
another corporation, or of a partnership, joint venture, trust or other
enterprise, may be indemnified by the Company in accordance with the DGCL.  The
indemnification rights conferred by the Certificate are not exclusive of any
other right to which persons seeking indemnification may be entitled under any
law, bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.  The Company is authorized to purchase and maintain insurance on
behalf of its directors, officers, employees and agents.


<PAGE>

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

       Not Applicable.


ITEM 8.        EXHIBITS.

       4.1     Certificate of Incorporation of the Corporation, incorporated by
               reference to Exhibit 3(i) of the Registrant's Registration
               Statement on Form 10-SB, filed August 22, 1995.

       4.2     Bylaws of the Company, as amended.

       5.1     Opinion of D'Ancona & Pflaum.

       23.1    Consent of Price Waterhouse LLP.

       23.2    Consent of D'Ancona & Pflaum (included in Exhibit 5.1).

       24.1    Powers of Attorney (included herein).

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 of 1933;

               (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,
                         represents a fundamental change in the information set
                         forth in the registration statement; notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than a 20% change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective 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) do not apply
       if the registration statement is on Form S-3, Form S-8 or Form F-3 and
       the information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed by the registrant
       pursuant to section 13 or section 15(d) of the Securities Exchange Act of
       1934 that are incorporated by reference in the registration statement.

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

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

<PAGE>

       The undersigned Company hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to section 13(a) or 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 of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the Company
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 Company 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 Company 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.

<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
the requirements for filing 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 North Hollywood, State of California, on the 17th
day of October, 1996.


                                   NORTH AMERICAN SCIENTIFIC, INC.
                                   (Company)


                                   By:   /s/ L. Michael Cutrer
                                      ---------------------------------
                                      L. Michael Cutrer, President and
                                       Chief Executive Officer


       KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of North American Scientific, Inc., a Delaware corporation, which is
filing a Registration Statement on Form S-8 with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended,
hereby constitute and appoint L. Michael Cutrer their true and lawful attorney-
in-fact and agent, with full power and substitution and re-substitution, for him
or her and in his or her name, place and stead, in any and all capacities, to
sign such Registration Statement and any or all pre-effective and post-effective
amendments to the Registration Statement, and all other documents in connection
therewith to be filed 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 to all interests and purposes as each of them might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitutes, may lawfully do or cause to be done by virtue hereof.

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

       Signature                   Title                         Date
       ---------                   -----                         ----

/s/ Irwin J. Gruverman            Chairman of the Board     October 16, 1996
---------------------------       and Director
(Irwin J. Gruverman)


 /s/ L. Michael Cutrer            President, Chief          October 17, 1996
---------------------------       Executive Officer
(L. Michael Cutrer)               and Director (Principal
                                  Executive, Financial and
                                  Accounting Officer)


 /s/ Dr. Allan M. Green           Director                  October 16, 1996
---------------------------
(Dr. Allan M. Green)


 /s/ Michael C. Lee               Director                  October 16, 1996
---------------------------
(Michael C. Lee)


 /s/ Larry Berkin                 Director                  October 16, 1996
---------------------------
(Larry Berkin)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16304}]
{"company-data": {"conformed-name": "NORTH AMERICAN SCIENTIFIC INC", "cik": "0000949876", "assigned-sic": "2835", "irs-number": "510366422", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14373", "film-number": "96645120"}, "business-address": {"street1": "7435 GREENBUSH AVE", "city": "NORTH HOLLYWOOD", "state": "CA", "zip": "91605", "phone": "8185039201"}, "mail-address": {"street1": "7435 GREENBUSH AVE", "city": "NORTH HOLLYWOOD", "state": "CA", "zip": "91605"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 1996

                                                            REGISTRATION NO. 33-
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.
                       ___________________________________

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                       ___________________________________

                         NORTH AMERICAN SCIENTIFIC, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                            51-0366422
     (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                         Identification No.)

7435 GREENBUSH AVENUE, NORTH HOLLYWOOD, CA                    91605
(Address of Principal Executive Offices)                    (Zip Code)

                         NORTH AMERICAN SCIENTIFIC, INC.
                  AMENDED AND RESTATED 1996 STOCK OPTION PLAN

                            (Full title of the plan)

                                L. MICHAEL CUTRER
                         NORTH AMERICAN SCIENTIFIC, INC.
                              7435 GREENBUSH AVENUE
                            NORTH HOLLYWOOD, CA 91605
                     (Name and address of agent for service)

                                 (818) 503-9201
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________________________________________
                                                  PROPOSED            PROPOSED
     TITLE OF            AMOUNT                   MAXIMUM             MAXIMUM             AMOUNT OF
     SECURITIES TO       TO BE                    OFFERING PRICE      AGGREGATE           REGISTRATION
     BE REGISTERED       REGISTERED(A)            PER UNIT            OFFERING PRICE      FEE
________________________________________________________________________________________________________________
Common Stock,
     $.01 par value      277,500 shares  (b)      $1.03(d)            $285,825(d)         $ 86.61

     Common Stock,
     $.01 par value      222,500 shares  (c)      $1.24(e)            $275,900(e)         $ 83.61

     Total Registration Fee:                                                              $170.22
________________________________________________________________________________________________________________
(a)  Represents the maximum number of shares which could be purchased upon
     exercise of all stock options which are outstanding currently or which may
     hereafter be granted under the Amended and Restated 1996 Stock Option Plan.

(b)  Represents the maximum number of shares which could be purchased upon
     exercise of all options now outstanding under the Amended and Restated 1996
     Stock Option Plan.

(c)  Represents the maximum number of shares which could be purchased upon
     exercise of options not yet granted but authorized under the Amended and
     Restated 1996 Stock Option Plan.

(d)  Represents actual average per share and aggregate exercise prices of
     outstanding options under the Amended and Restated 1996 Stock Option Plan.

(e)  Estimated solely for purposes of calculating the registration fee and based
     on the average high and low prices of the Company's Common Stock on October
     16, 1996, as reported on the Vancouver Stock Exchange.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed in (a) through (c) below are incorporated by reference
in this Registration Statement, and all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part thereof from the date of
filing of such documents:

     (a)  The Company's annual report on Form 10-KSB for the year ended October
          31, 1995.

     (b)  The Company's quarterly reports on Form 10-QSB for the quarters ended
          January 31, 1996, April 30, 1996 and July 31, 1996.

     (c)  The description of the Company's Common Stock which is contained in
          the Registration Statement on Form 10-SB filed August 22, 1995, File
          No. 0-26670, including any amendment or report filed for the purpose
          of updating such description.

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 Delaware General Corporation Law (the "DGCL") permits a corporation
to indemnify officers, directors, employees and agents for actions taken in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and with respect to any criminal action,
which they had no reasonable cause to believe was unlawful.  The DGCL provides
that a corporation may advance expenses of defense (upon receipt of a written
undertaking to reimburse the corporation if indemnification is not appropriate)
and must reimburse a successful defendant for expenses, including attorney's
fees, actually and reasonably incurred, and permits a corporation to purchase
and maintain liability insurance for its directors and officers.  The DGCL
provides that indemnification may not be made for any claim, issue or matters as
to which a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation, unless and
only to the extent a court determines that the person is entitled to indemnity
for such expenses as the court deems proper.

       The Certificate of Incorporation of the Company (the "Certificate")
provides that each person who is involved in any actual or threatened action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was a director of the Company, or is or
was serving at the request of the Company as a director of another corporation
or of a partnership, joint venture, trust, or other enterprise, will be
indemnified by the corporation, and that each person who is so involved by
reason of the fact that he or she was an officer, agent of the Company, or is or
was serving at the request of the Company as an officer, agent or employee of
another corporation, or of a partnership, joint venture, trust or other
enterprise, may be indemnified by the Company in accordance with the DGCL.  The
indemnification rights conferred by the Certificate are not exclusive of any
other right to which persons seeking indemnification may be entitled under any
law, bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.  The Company is authorized to purchase and maintain insurance on
behalf of its directors, officers, employees and agents.
ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

       Not Applicable.

ITEM 8.        EXHIBITS.

       4.1     Certificate of Incorporation of the Corporation, incorporated by
               reference to Exhibit 3(i) of the Registrant's Registration
               Statement on Form 10-SB, filed August 22, 1995.

       4.2     Bylaws of the Company, as amended.

       5.1     Opinion of D'Ancona & Pflaum.

       23.1    Consent of Price Waterhouse LLP.

       23.2    Consent of D'Ancona & Pflaum (included in Exhibit 5.1).

       24.1    Powers of Attorney (included herein).

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 of 1933;

               (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,
                         represents a fundamental change in the information set
                         forth in the registration statement; notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than a 20% change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective 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) do not apply
       if the registration statement is on Form S-3, Form S-8 or Form F-3 and
       the information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed by the registrant
       pursuant to section 13 or section 15(d) of the Securities Exchange Act of
       1934 that are incorporated by reference in the registration statement.

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

       (3)     To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.
The undersigned Company hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to section 13(a) or 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 of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the Company
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 Company 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 Company 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.
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
the requirements for filing 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 North Hollywood, State of California, on the 17th
day of October, 1996.

                                   NORTH AMERICAN SCIENTIFIC, INC.
                                   (Company)

                                   By:   /s/ L. Michael Cutrer
                                      ---------------------------------
                                      L. Michael Cutrer, President and
                                       Chief Executive Officer

       KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of North American Scientific, Inc., a Delaware corporation, which is
filing a Registration Statement on Form S-8 with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended,
hereby constitute and appoint L. Michael Cutrer their true and lawful attorney-
in-fact and agent, with full power and substitution and re-substitution, for him
or her and in his or her name, place and stead, in any and all capacities, to
sign such Registration Statement and any or all pre-effective and post-effective
amendments to the Registration Statement, and all other documents in connection
therewith to be filed 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 to all interests and purposes as each of them might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitutes, may lawfully do or cause to be done by virtue hereof.

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

       Signature                   Title                         Date
       ---------                   -----                         ----

/s/ Irwin J. Gruverman            Chairman of the Board     October 16, 1996
---------------------------       and Director
(Irwin J. Gruverman)

 /s/ L. Michael Cutrer            President, Chief          October 17, 1996
---------------------------       Executive Officer
(L. Michael Cutrer)               and Director (Principal
                                  Executive, Financial and
                                  Accounting Officer)

 /s/ Dr. Allan M. Green           Director                  October 16, 1996
---------------------------
(Dr. Allan M. Green)

 /s/ Michael C. Lee               Director                  October 16, 1996
---------------------------
(Michael C. Lee)

 /s/ Larry Berkin                 Director                  October 16, 1996
---------------------------
(Larry Berkin)