<PAGE>

                                                      Registration No. ________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                           
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                                           
                                NEUROCORP, LTD. 
                                ---------------  
             (Exact name of registrant as specified in its charter)
                                           
                                           
                  Nevada                          87-0446395     
        (State of incorporation)        (IRS Employer Identification No.)

                 150 White Plains Road, Tarrytown, New York 10591
                 ------------------------------------------------

                                            
              (Address of Registrant's Principal Executive Offices)
    
                          STOCK GRANT TO CONSULTANT
                                           
                 PURSUANT TO BOARD OF DIRECTORS' RESOLUTION
                 ------------------------------------------ 
          
                                            
                            Full Title of the Plan
         
                                   
    Dr. Turan M. Itil, Chairman        Copy to:  Peter Landau, Esquire
    150 White Plains Road                        Opton Handler Feiler & Landau
    Tarrytown, NY 10591                          52 Vanderbilt Avenue
    Telephone: 914/631-3316                      New York, NY 10017         
    --------------------------------------------------------------------------

            (Name, Address and Telephone Number of Agent for Service)
                        
                        CALCULATION OF REGISTRATION FEE    

<TABLE>
<CAPTION>                          
                                                                Proposed          
                                            Proposed            Maximum           
Title of                Amount to           Maximum             Aggregate      Amount of
Securities to           be Registered       Offering Price      Offering       Registration
be Registered                               Per Share (1)       Price (1)      Fee (2)
<S>                     <C>                 <C>                 <C>            <C> 
                                                                            
                                                                           
    
     Common Stock, par                 
value $.001 per share   50,000              $ .01               $ 500.00       $18.00

                 (1)    Estimated solely for the purpose of calculating the registration fee. 
</TABLE>

<PAGE>

                                    PART I
                                           
       In accordance with the Note to Part I of Form S-8, the information 
       specified by Part I of Form S-8 has been omitted from this Registration
       Statement.

                                   PART II
                                           
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


       Item 3.  INFORMATION INCORPORATED BY REFERENCE.
                --------------------------------------

       There are hereby incorporated by reference in this Registration Statement
       the following documents and information heretofore filed with the
       Securities and Exchange Commission.

(a)    The Registrant's Annual Report on Form 10-KSB for the year ended December
       31, 1996, as amended (File No. 33-2205-D).

(b)    All other reports filed pursuant to Section 13(a) or 15(d) of the
       Securities Exchange Act of 1934 since the end of the fiscal year covered
       by the Company's annual report on Form 10-KSB for the year ended December
       31, 1996.

       All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
       14 and 15(d) of the Securities Exchange Act of 1934 after the date of
       this Registration Statement and 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 hereof from the date of filing such documents.


       Item 4.  DESCRIPTION OF SECURITIES.
                --------------------------
        
       Each share of the Registrant's Common Stock is entitled to one vote per
       share on all matters submitted to the Registrant's stockholders for vote,
       consent or approval. Holders of the Common Stock are entitled to
       dividends out of funds legally available therefore when and if declared
       by the Board of Directors and to share ratably in the assets of the
       Registrant available to the holders of Common Stock upon any liquidation,
       dissolution or winding up of the Registrant. The Registrant anticipates
       that earnings will be retained for use in the business of the Registrant
       for the foreseeable future, and does not anticipate paying cash dividends
       in the foreseeable future.

       Holders of Common Stock are not entitled to any preemptive or similar
       rights upon the issuance of other securities of the Registrant.

<PAGE>

       Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
                --------------------------------------- 

       Not applicable.

                                       2

<PAGE>
                                           
       Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
                ------------------------------------------ 

       Section 78.751 of the Nevada General Corporation Law ("NGCL") permits
       indemnification of corporate directors, officers, employees and agents
       ("Corporate Agents") for litigation costs and expenses, judgments
       sustained and amounts paid in settlement as a result of their actions on
       a corporation's behalf if the Corporate Agent acted in good faith and in
       a manner reasonably believed to be in or not opposed to the best
       interests of the Corporation, and, with respect to a criminal proceeding,
       had no cause to believe his conduct was unlawful. A corporation is
       obligated to indemnify a Corporate Agent for actual and reasonable
       expenses incurred in successfully defending a legal claim brought against
       such Corporate Agent. Even if a Corporate Agent is found liable, he may
       be indemnified by the corporation, if its directors or officers 
       determined that he acted in good faith and under a reasonable belief that
       his conduct was in, or not opposed to, the best interest of the
       corporation, and, in a criminal action, that he had no reasonable cause
       to believe that his conduct was unlawful. However, where the Corporate
       Agent's liability is to the corporation, indemnification under the NGCL
       is only allowed to the extent that the court finds that the Corporate
       Agent is fairly and reasonably entitled to indemnity in view of all the
       circumstances of the case.

       The NGCL also provides that the above outlined provisions do not exclude
       other provisions in a certificate or articles of incorporation or any
       by-law agreement or vote of stockholders or disinterested directors
       providing for indemnification.

       Insofar as indemnification for liabilities arising under the Securities
       Act of 1933, as amended (the "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 Act and is,
       therefore, unenforceable.


       Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
                ------------------------------------ 

       Not applicable.


       Item 8.  EXHIBITS.
                -------- 

       Exhibit No.   Description
       ------- ---   -----------
                     4.01          Board of Directors resolution dated
                                   November 6, 1996 relating to the issuance
                                   of Common Stock registered hereby.
    
                     4.02          Specimen Stock Certificate for Common Stock.*

                                          3

<PAGE>

                     5.01          Opinion of James Morris Vernon, Esq.
                                   regarding legality of the shares to be issued
                                   pursuant to the Registration Statement.

                     23.01         Consent of Scarano & Lipton, P.C.,
                                   independent auditors, to the incorporation by
                                   reference of such auditor's report contained
                                   in the Registrant's Report on Form l0-KSB.

                     23.02         Consent of James Morris Vernon Esq. is
                                   included in that firm's opinion filed as
                                   Exhibit 5.01 hereto.

------------
   
*Incorporated by reference to Registration Statement on Form SB-2, No. 333-1462,
filed on February 9, 1996.


       Item 9.  UNDERTAKINGS.
                -------------

                The undersigned Registrant hereby undertakes:

       (1)      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.

       (2)      Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and controlling
       persons of the Registrant pursuant to any provision or arrangement, 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 express
       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 the requirements for filing on From S-8 and has duly caused
       this Registration Statement to be signed on its behalf by the
       undersigned, thereunto duly authorized, in Tarrytown, New York, on
       July 31, 1997.

(REGISTRANT)                                     NEUROCORP, LTD.


BY (SIGNATURE AND TITLE)                         /S/TURAN M. ITIL
                                                 ---------------
                                                 Turan M. Itil,
                                                 Chairman, Chief Executive 
                                                 Officer and Director

                                                 Date: July 31, 1997


In accordance with 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:
 
/S/TURAN M. ITIL                                /S/I. RONALD HOROWITZ
---------------                                 --------------------
Turan M. Itil                                   I. Ronald Horowitz
Chairman, Chief Executive Officer               Vice Chairman & Director
and Director
Date: July 31, 1997                             Date: July 31, 1997

/S/KURT Z. ITIL                                 /S/RICHARD KATZ
--------------                                  --------------  
Kurt Z. Itil, Director                          Richard Katz, Director
Date: July 31, 1997                             Date: July 31, 1997

/S/EVELYN SOMMER                                /S/PIERRE LE BARS
----------------                                ----------------
Evelyn Sommer, Director                         Pierre Le Bars,
                                                Executive Vice President
                                                and Director
Date: July 31, 1997                             Date: July 31, 1997

/S/JOSEPH DIO GUARDI                            /S/AILEEN A. KUNITZ
-------------------                             ------------------ 
Joseph Dio Guardi, Director                     Aileen A. Kunitz, Vice President
                                                Director, Principal Financial 
                                                Officer Principal Accounting 
                                                Officer
Date: July 31, 1997                             Date: July 31, 1997

                                          5

<PAGE>

       THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
       SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES
       ACT OF 1933.


                                 NEUROCORP, LTD.
                              150 White Plains Road
                            Tarrytown, New York 10591
                                            

                                PLAN INFORMATION                       
                              CONSULTING AGREEMENT
                  50,000 Shares of Common Stock, $.001 Par Value

                               August      , 1997

______________________________________________________________________________
                                                     
       General Information
       ------------------- 

       This document relates to 50,000 shares of Common Stock issued by
       Neurocorp, Ltd. (the "Company) to Jonathan D. Rahn (the "Consultant")
       pursuant to the exercise of an option to purchase 50,000 shares (the 
       "Option") granted to the consultant in accordance with an oral Consulting
       Agreement (the "Agreement") between the Consultant and the Company and a
       resolution of the Board of Directors of the Company on November 6, 1996
       (the "Board Resolution").  There are no agreements or representations of
       the Company with respect to issuing any additional shares or regarding
       any extension or renewal of the Agreement.

       The Agreement was intended to secure the services of the Consultant in
       compensation for which the Company agreed to issue the Option to 
       purchase 50,000 shares of its Common Stock (the "Shares") to Consultant,
       and the Consultant is the only "participant" under the Agreement.

       The Option was exercised in March and Shares were issued on 
       March 26, 1997. The exercise price was $.01 per share and the exercise 
       price of $500.00 was paid to the Company by a personal check of 
       Consultant.

       The Agreement is not subject to the provisions of the Employee Retirement
       Income Security Act of 1974.

       The Agreement required no direct administration by the Company. 
       Performance of the Consultant has been completed. No extension or renewal
       of the Agreement is contemplated, and the Shares may be sold as soon as
       practicable following the effectiveness of the Registration Statement of
       which this Prospectus is a part (the "Registration Statement").
                                       
<PAGE>

       Additional information about the Agreement may be obtained by contacting
       the Company at 150 White Plains Road, Tarrytown, N.Y. 10591 (telephone
       914/631-3316).

       Description of Shares
       ---------------------

       The Company has only one class of Common Stock. Each Share is entitled to
       one vote per share on all matters submitted to the Company's stockholders
       for vote, consent or approval. Holders of Shares are entitled to
       dividends out of funds legally available therefore, when and if declared
       by the Board of Directors, and to share ratably in the assets of the
       Company available to the holders of the Company's Common Stock upon any
       liquidation, dissolution or winding up of the Company. The Company
       anticipates that earnings will be retained for use in the business of the
       Company for the foreseeable future, and does not anticipate paying cash
       dividends on its Common Stock in the foreseeable future.

       Holders of Common Stock are not entitled to any preemptive rights upon
       the issuance of other securities of the Company.

       The Company's Common Stock is traded in the "over-the-counter" market and
       quotations for the Common Stock are published on the OTC Bulletin Board
       under the trading symbol "NURC".

       Restrictions on Resale of Stock
       -------------------------------

       The Shares when sold pursuant to the Registration Statement under the
       Securities Act of 1933 (the "Act") will not be subject to any resale
       limitations imposed by the Company or the Act, provided that the
       Consultant is not then an affiliate of the Company. Based upon the
       representations furnished by the Consultant and its own records, the
       Company believes that the Consultant is not an affiliate of the Company.

       Federal Income Tax Matters
       --------------------------
  
       The following discussion is intended to point out the general federal
       income tax considerations applicable to individuals receiving stock under
       arrangements such as the Agreement. Because federal income tax law is
       subject to change, individual financial situations vary and state and 
       local taxation issues may be significant, the participant should consult
       his own tax advisers concerning the tax consequences of the issuance of 
       Shares to him pursuant to the Agreement.

       The issuance of Shares pursuant to the Agreement is not intended to
       qualify for any special treatment under the Internal Revenue Code of
       1986, as amended (the "Code"). Therefore, the Consultant must include in
       his gross income, as ordinary income, the fair market value of the 
       Options.

                                       2

<PAGE>

       The Company has been advised that the Consultant has recognized the 
       receipt of income from the Options in 1995, the year in which the 
       services called for under the Agreement were performed. For financial 
       reporting purposes, the Company also recognized its expense connected 
       with the issuance of the Options in 1995. The Company did not withhold 
       any amounts from any compensation payable to the Consultant for any 
       federal, state, local, social security or other taxes, and shall bear
       no responsibility for paying any such taxes or determining the amount of
       such taxes which may payable by the Consultant.

       The Consultant's basis in the shares for federal income tax purposes will
       be the fair market value of the Options when received. Upon sale or other
       disposition of the Shares the Consultant must, generally, report in gross
       income the amount by which the proceeds or amount realized from the sale
       or other disposition exceed his basis in the Shares sold. If the proceeds
       or amount realized from any sale or other disposition are less than the
       Consultant's basis in the shares, then the Consultant, in general, will
       report a loss in the year of disposition. Such income or loss will be 
       short term capital gain (or loss) or long term capital gain (or loss),
       depending upon the length of time the shares were held. Under current
       law, if the Shares are held for not more than one year before being sold
       or disposed, any gain or loss will be short term, and if the shares are
       held for a period in excess of one year before being sold or disposed,
       any gain or loss will be long term.

       To the extent the Consultant recognizes a capital loss from a sale of
       shares, such loss may generally only be used to offset capital gains,
       provided that up to $3,000 of capital losses per year (in excess of
       capital gains) may be deducted against the Consultant's ordinary income
       (such as compensation). Unused capital losses may be carried forward for
       an unlimited number of years by noncorporate taxpayers.


       Other Available Information
       ---------------------------  

       This document constitutes part of a prospectus under Section 10(a) of the
       Securities Act of 1933 relating to the offer and sale of the Common
       Stock.  The Company has incorporated by reference into this Prospectus
       the Company's latest annual report filed pursuant to Section 13(a) or
       15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and all
       other reports filed by the Company pursuant to Section 13(a) or 15(d) of
       the Exchange Act since the end of the fiscal year covered by the
       Company's latest annual report referred to above. All of such documents
       are available to the Consultant without charge, upon written or oral
       request, to the chief financial officer of the Company at the address set
       forth on the first page of this document. The Company will also provide
       to the Consultant, without charge, upon written or oral request, all 
       documents required to be delivered to the eligible Consultant pursuant to
       Rule 428~) under the Securities Act of 1933, including, without
       limitation, all documents constituting the Section 10(a) prospectus of
       which this document forms

                                       3
<PAGE>

       a part, the Company's annual report to security holders for its latest
       fiscal year; the Company's annual report on Form 10-K or 10-K SB for its
       latest fiscal year; and a copy of all information which has been 
       incorporated by reference pursuant to the Registration Statement.

                                       4

<PAGE>

<TABLE>
<CAPTION>
                                            EXHIBIT INDEX
                                                                      
                                                                                            Sequential
    
       Exhibit No.              Description                                                Page Number
       -----------              -----------                                                ----------- 
       <S>                <C>                                                              <C>
       4.01               Board of Directors resolution dated November 6, 1996
                          relating to the issuance of Common Stock registered hereby.                6

       4.02               Specimen Stock Certificate for Common Stock.*                             --

       5.01               Opinion of James Morris Vernon, Esq. regarding legality of 
                          the shares to be issued pursuant to the Registration Statement.            8

       23.01              Consent of Scarano & Lipton, P.C., independent auditors, to 
                          the incorporation by reference of such auditor's report 
                          contained in the Registrant's Report on Form 10-KSB.                       10
    
       23.02              Consent of James Morris Vernon, Esq. is included in that firm's
                          opinion filed as Exhibit 5.01 hereto.                                      --
    
---------
       *   Incorporated by reference to Registration Statement on Form SB-2, Registration
       No. 333-1462 filed on February 9, 1996.
</TABLE>
                                       5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25522}]
{"company-data": {"conformed-name": "NEUROCORP LTD", "cik": "0000814043", "assigned-sic": "8090", "irs-number": "870446395", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32655", "film-number": "97650099"}, "business-address": {"street1": "150 WHITE PLAINS RD", "city": "TARRYTOWN", "state": "NY", "zip": "10591", "phone": "9146313316"}, "mail-address": {"street1": "150 WHITE PLAINS RD", "city": "TARRYTOWN", "state": "NY", "zip": "10591"}, "former-company": {"former-conformed-name": "TAMARAC VENTURES LTD", "date-changed": "19940411"}}
Registration No. ________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                           
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                                           
                                NEUROCORP, LTD. 
                                ---------------  
             (Exact name of registrant as specified in its charter)
                                           
                                           
                  Nevada                          87-0446395     
        (State of incorporation)        (IRS Employer Identification No.)

                 150 White Plains Road, Tarrytown, New York 10591
                 ------------------------------------------------

                                            
              (Address of Registrant's Principal Executive Offices)
    
                          STOCK GRANT TO CONSULTANT
                                           
                 PURSUANT TO BOARD OF DIRECTORS' RESOLUTION
                 ------------------------------------------ 
          
                                            
                            Full Title of the Plan
         
                                   
    Dr. Turan M. Itil, Chairman        Copy to:  Peter Landau, Esquire
    150 White Plains Road                        Opton Handler Feiler & Landau
    Tarrytown, NY 10591                          52 Vanderbilt Avenue
    Telephone: 914/631-3316                      New York, NY 10017         
    --------------------------------------------------------------------------

            (Name, Address and Telephone Number of Agent for Service)
                        
                        CALCULATION OF REGISTRATION FEE
Proposed          
                                            Proposed            Maximum           
Title of                Amount to           Maximum             Aggregate      Amount of
Securities to           be Registered       Offering Price      Offering       Registration
be Registered                               Per Share (1)       Price (1)      Fee (2)
Common Stock, par                 
value $.001 per share   50,000              $ .01               $ 500.00       $18.00

                 (1)    Estimated solely for the purpose of calculating the registration fee.
PART I
                                           
       In accordance with the Note to Part I of Form S-8, the information 
       specified by Part I of Form S-8 has been omitted from this Registration
       Statement.

                                   PART II
                                           
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

       Item 3.  INFORMATION INCORPORATED BY REFERENCE.
                --------------------------------------

       There are hereby incorporated by reference in this Registration Statement
       the following documents and information heretofore filed with the
       Securities and Exchange Commission.

(a)    The Registrant's Annual Report on Form 10-KSB for the year ended December
       31, 1996, as amended (File No. 33-2205-D).

(b)    All other reports filed pursuant to Section 13(a) or 15(d) of the
       Securities Exchange Act of 1934 since the end of the fiscal year covered
       by the Company's annual report on Form 10-KSB for the year ended December
       31, 1996.

       All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
       14 and 15(d) of the Securities Exchange Act of 1934 after the date of
       this Registration Statement and 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 hereof from the date of filing such documents.

       Item 4.  DESCRIPTION OF SECURITIES.
                --------------------------
        
       Each share of the Registrant's Common Stock is entitled to one vote per
       share on all matters submitted to the Registrant's stockholders for vote,
       consent or approval. Holders of the Common Stock are entitled to
       dividends out of funds legally available therefore when and if declared
       by the Board of Directors and to share ratably in the assets of the
       Registrant available to the holders of Common Stock upon any liquidation,
       dissolution or winding up of the Registrant. The Registrant anticipates
       that earnings will be retained for use in the business of the Registrant
       for the foreseeable future, and does not anticipate paying cash dividends
       in the foreseeable future.

       Holders of Common Stock are not entitled to any preemptive or similar
       rights upon the issuance of other securities of the Registrant.
Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
                --------------------------------------- 

       Not applicable.

                                       2
Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
                ------------------------------------------ 

       Section 78.751 of the Nevada General Corporation Law ("NGCL") permits
       indemnification of corporate directors, officers, employees and agents
       ("Corporate Agents") for litigation costs and expenses, judgments
       sustained and amounts paid in settlement as a result of their actions on
       a corporation's behalf if the Corporate Agent acted in good faith and in
       a manner reasonably believed to be in or not opposed to the best
       interests of the Corporation, and, with respect to a criminal proceeding,
       had no cause to believe his conduct was unlawful. A corporation is
       obligated to indemnify a Corporate Agent for actual and reasonable
       expenses incurred in successfully defending a legal claim brought against
       such Corporate Agent. Even if a Corporate Agent is found liable, he may
       be indemnified by the corporation, if its directors or officers 
       determined that he acted in good faith and under a reasonable belief that
       his conduct was in, or not opposed to, the best interest of the
       corporation, and, in a criminal action, that he had no reasonable cause
       to believe that his conduct was unlawful. However, where the Corporate
       Agent's liability is to the corporation, indemnification under the NGCL
       is only allowed to the extent that the court finds that the Corporate
       Agent is fairly and reasonably entitled to indemnity in view of all the
       circumstances of the case.

       The NGCL also provides that the above outlined provisions do not exclude
       other provisions in a certificate or articles of incorporation or any
       by-law agreement or vote of stockholders or disinterested directors
       providing for indemnification.

       Insofar as indemnification for liabilities arising under the Securities
       Act of 1933, as amended (the "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 Act and is,
       therefore, unenforceable.

       Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
                ------------------------------------ 

       Not applicable.

       Item 8.  EXHIBITS.
                -------- 

       Exhibit No.   Description
       ------- ---   -----------
                     4.01          Board of Directors resolution dated
                                   November 6, 1996 relating to the issuance
                                   of Common Stock registered hereby.
    
                     4.02          Specimen Stock Certificate for Common Stock.*

                                          3
5.01          Opinion of James Morris Vernon, Esq.
                                   regarding legality of the shares to be issued
                                   pursuant to the Registration Statement.

                     23.01         Consent of Scarano & Lipton, P.C.,
                                   independent auditors, to the incorporation by
                                   reference of such auditor's report contained
                                   in the Registrant's Report on Form l0-KSB.

                     23.02         Consent of James Morris Vernon Esq. is
                                   included in that firm's opinion filed as
                                   Exhibit 5.01 hereto.

------------
   
*Incorporated by reference to Registration Statement on Form SB-2, No. 333-1462,
filed on February 9, 1996.

       Item 9.  UNDERTAKINGS.
                -------------

                The undersigned Registrant hereby undertakes:

       (1)      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.

       (2)      Insofar as indemnification for liabilities arising under the
       Securities Act may be permitted to directors, officers and controlling
       persons of the Registrant pursuant to any provision or arrangement, 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 express
       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 the requirements for filing on From S-8 and has duly caused
       this Registration Statement to be signed on its behalf by the
       undersigned, thereunto duly authorized, in Tarrytown, New York, on
       July 31, 1997.

(REGISTRANT)                                     NEUROCORP, LTD.

BY (SIGNATURE AND TITLE)                         /S/TURAN M. ITIL
                                                 ---------------
                                                 Turan M. Itil,
                                                 Chairman, Chief Executive 
                                                 Officer and Director

                                                 Date: July 31, 1997

In accordance with 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:
 
/S/TURAN M. ITIL                                /S/I. RONALD HOROWITZ
---------------                                 --------------------
Turan M. Itil                                   I. Ronald Horowitz
Chairman, Chief Executive Officer               Vice Chairman & Director
and Director
Date: July 31, 1997                             Date: July 31, 1997

/S/KURT Z. ITIL                                 /S/RICHARD KATZ
--------------                                  --------------  
Kurt Z. Itil, Director                          Richard Katz, Director
Date: July 31, 1997                             Date: July 31, 1997

/S/EVELYN SOMMER                                /S/PIERRE LE BARS
----------------                                ----------------
Evelyn Sommer, Director                         Pierre Le Bars,
                                                Executive Vice President
                                                and Director
Date: July 31, 1997                             Date: July 31, 1997

/S/JOSEPH DIO GUARDI                            /S/AILEEN A. KUNITZ
-------------------                             ------------------ 
Joseph Dio Guardi, Director                     Aileen A. Kunitz, Vice President
                                                Director, Principal Financial 
                                                Officer Principal Accounting 
                                                Officer
Date: July 31, 1997                             Date: July 31, 1997

                                          5
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
       SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES
       ACT OF 1933.

                                 NEUROCORP, LTD.
                              150 White Plains Road
                            Tarrytown, New York 10591
                                            

                                PLAN INFORMATION                       
                              CONSULTING AGREEMENT
                  50,000 Shares of Common Stock, $.001 Par Value

                               August      , 1997

______________________________________________________________________________
                                                     
       General Information
       ------------------- 

       This document relates to 50,000 shares of Common Stock issued by
       Neurocorp, Ltd. (the "Company) to Jonathan D. Rahn (the "Consultant")
       pursuant to the exercise of an option to purchase 50,000 shares (the 
       "Option") granted to the consultant in accordance with an oral Consulting
       Agreement (the "Agreement") between the Consultant and the Company and a
       resolution of the Board of Directors of the Company on November 6, 1996
       (the "Board Resolution").  There are no agreements or representations of
       the Company with respect to issuing any additional shares or regarding
       any extension or renewal of the Agreement.

       The Agreement was intended to secure the services of the Consultant in
       compensation for which the Company agreed to issue the Option to 
       purchase 50,000 shares of its Common Stock (the "Shares") to Consultant,
       and the Consultant is the only "participant" under the Agreement.

       The Option was exercised in March and Shares were issued on 
       March 26, 1997. The exercise price was $.01 per share and the exercise 
       price of $500.00 was paid to the Company by a personal check of 
       Consultant.

       The Agreement is not subject to the provisions of the Employee Retirement
       Income Security Act of 1974.

       The Agreement required no direct administration by the Company. 
       Performance of the Consultant has been completed. No extension or renewal
       of the Agreement is contemplated, and the Shares may be sold as soon as
       practicable following the effectiveness of the Registration Statement of
       which this Prospectus is a part (the "Registration Statement").
Additional information about the Agreement may be obtained by contacting
       the Company at 150 White Plains Road, Tarrytown, N.Y. 10591 (telephone
       914/631-3316).

       Description of Shares
       ---------------------

       The Company has only one class of Common Stock. Each Share is entitled to
       one vote per share on all matters submitted to the Company's stockholders
       for vote, consent or approval. Holders of Shares are entitled to
       dividends out of funds legally available therefore, when and if declared
       by the Board of Directors, and to share ratably in the assets of the
       Company available to the holders of the Company's Common Stock upon any
       liquidation, dissolution or winding up of the Company. The Company
       anticipates that earnings will be retained for use in the business of the
       Company for the foreseeable future, and does not anticipate paying cash
       dividends on its Common Stock in the foreseeable future.

       Holders of Common Stock are not entitled to any preemptive rights upon
       the issuance of other securities of the Company.

       The Company's Common Stock is traded in the "over-the-counter" market and
       quotations for the Common Stock are published on the OTC Bulletin Board
       under the trading symbol "NURC".

       Restrictions on Resale of Stock
       -------------------------------

       The Shares when sold pursuant to the Registration Statement under the
       Securities Act of 1933 (the "Act") will not be subject to any resale
       limitations imposed by the Company or the Act, provided that the
       Consultant is not then an affiliate of the Company. Based upon the
       representations furnished by the Consultant and its own records, the
       Company believes that the Consultant is not an affiliate of the Company.

       Federal Income Tax Matters
       --------------------------
  
       The following discussion is intended to point out the general federal
       income tax considerations applicable to individuals receiving stock under
       arrangements such as the Agreement. Because federal income tax law is
       subject to change, individual financial situations vary and state and 
       local taxation issues may be significant, the participant should consult
       his own tax advisers concerning the tax consequences of the issuance of 
       Shares to him pursuant to the Agreement.

       The issuance of Shares pursuant to the Agreement is not intended to
       qualify for any special treatment under the Internal Revenue Code of
       1986, as amended (the "Code"). Therefore, the Consultant must include in
       his gross income, as ordinary income, the fair market value of the 
       Options.

                                       2
The Company has been advised that the Consultant has recognized the 
       receipt of income from the Options in 1995, the year in which the 
       services called for under the Agreement were performed. For financial 
       reporting purposes, the Company also recognized its expense connected 
       with the issuance of the Options in 1995. The Company did not withhold 
       any amounts from any compensation payable to the Consultant for any 
       federal, state, local, social security or other taxes, and shall bear
       no responsibility for paying any such taxes or determining the amount of
       such taxes which may payable by the Consultant.

       The Consultant's basis in the shares for federal income tax purposes will
       be the fair market value of the Options when received. Upon sale or other
       disposition of the Shares the Consultant must, generally, report in gross
       income the amount by which the proceeds or amount realized from the sale
       or other disposition exceed his basis in the Shares sold. If the proceeds
       or amount realized from any sale or other disposition are less than the
       Consultant's basis in the shares, then the Consultant, in general, will
       report a loss in the year of disposition. Such income or loss will be 
       short term capital gain (or loss) or long term capital gain (or loss),
       depending upon the length of time the shares were held. Under current
       law, if the Shares are held for not more than one year before being sold
       or disposed, any gain or loss will be short term, and if the shares are
       held for a period in excess of one year before being sold or disposed,
       any gain or loss will be long term.

       To the extent the Consultant recognizes a capital loss from a sale of
       shares, such loss may generally only be used to offset capital gains,
       provided that up to $3,000 of capital losses per year (in excess of
       capital gains) may be deducted against the Consultant's ordinary income
       (such as compensation). Unused capital losses may be carried forward for
       an unlimited number of years by noncorporate taxpayers.

       Other Available Information
       ---------------------------  

       This document constitutes part of a prospectus under Section 10(a) of the
       Securities Act of 1933 relating to the offer and sale of the Common
       Stock.  The Company has incorporated by reference into this Prospectus
       the Company's latest annual report filed pursuant to Section 13(a) or
       15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and all
       other reports filed by the Company pursuant to Section 13(a) or 15(d) of
       the Exchange Act since the end of the fiscal year covered by the
       Company's latest annual report referred to above. All of such documents
       are available to the Consultant without charge, upon written or oral
       request, to the chief financial officer of the Company at the address set
       forth on the first page of this document. The Company will also provide
       to the Consultant, without charge, upon written or oral request, all 
       documents required to be delivered to the eligible Consultant pursuant to
       Rule 428~) under the Securities Act of 1933, including, without
       limitation, all documents constituting the Section 10(a) prospectus of
       which this document forms

                                       3
a part, the Company's annual report to security holders for its latest
       fiscal year; the Company's annual report on Form 10-K or 10-K SB for its
       latest fiscal year; and a copy of all information which has been 
       incorporated by reference pursuant to the Registration Statement.

                                       4
EXHIBIT INDEX
                                                                      
                                                                                            Sequential
    
       Exhibit No.              Description                                                Page Number
       -----------              -----------                                                -----------
4.01               Board of Directors resolution dated November 6, 1996
                          relating to the issuance of Common Stock registered hereby.                6

       4.02               Specimen Stock Certificate for Common Stock.*                             --

       5.01               Opinion of James Morris Vernon, Esq. regarding legality of 
                          the shares to be issued pursuant to the Registration Statement.            8

       23.01              Consent of Scarano & Lipton, P.C., independent auditors, to 
                          the incorporation by reference of such auditor's report 
                          contained in the Registrant's Report on Form 10-KSB.                       10
    
       23.02              Consent of James Morris Vernon, Esq. is included in that firm's
                          opinion filed as Exhibit 5.01 hereto.                                      --
    
---------
       *   Incorporated by reference to Registration Statement on Form SB-2, Registration
       No. 333-1462 filed on February 9, 1996.
5