--------------------------------------------------------------------------------
   As filed with the Securities and Exchange Commission on December 19, 2003
                                                        Reg. No. 333-___________
--------------------------------------------------------------------------------

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                        IMAGING DIAGNOSTIC SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

             Florida                                22-2671269
     (State of incorporation)           (I.R.S. Employer Identification Number)

                            6531 Northwest 18th Court
                            Plantation, Florida 33313
          (Address, including zip code, of Principal Executive Offices)



                         2003 Employee Stock Bonus Plan
                            (Full title of the Plan)


                           Linda B. Grable, President
                        Imaging Diagnostic Systems, Inc.
                             6531 Northwest 18 Court
                            Plantation, Florida 33313
                     (Name and address of agent for service)

                                 (954) 581-9800
          (Telephone number, including area code, of agent for service)

                                   copies to:
                            ROBERT B. MACAULAY, ESQ.
                    Mitrani, Rynor, Adamsky & Macaulay, P.A.
                     One Southeast Third Avenue, Suite 2200
                              Miami, Florida 33131
                               Tel: (305) 358-0050
                               Fax: (305) 358-0550



<PAGE>


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                       <C>                      <C>                   <C>                     <C>
Title of Securities    Amount to be        Proposed Offering     Proposed Maximum          Amount of
to be Registered       Registered (2)      Price Per Share (2)   Aggregate Offering Price  Registration Fee

Common Stock           360,000  (1)               $1.07               $385,200.00              $31.16
No Par Value

Totals                 360,000                    $1.07               $385,200.00              $31.16
</TABLE>


(1)  All of the  registered  shares are issuable  pursuant to the Company's 2003
     Employee Stock Bonus Plan.

(2)  Estimated  solely for the purpose of calculating the  registration  fee for
     this registration  statement and computed in accordance with Rule 457(h)(1)
     on the basis of the  average  of the  closing  bid and  asked  price of the
     common stock of the Company on December 18, 2003 for the 360,000  shares to
     be registered in the 2003 Employee Stock Bonus Plan.



                                       2
<PAGE>



                                Explanatory Note

         The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration
statement on Form S-8 (the "Registration Statement"), or as a prospectus or
prospectus supplement pursuant to Rule 424. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Company's annual report on Form 10-KSB for the year ended June 30,
          2003.

     (b)  The Company's  report on Form 10-QSB for the quarter  ended  September
          30, 2003, filed on November 14, 2003, and reports on Form 8-K based on
          an event dated August 27, 2003,  filed on August 27, 2003, based on an
          event dated August 28, 2003, filed on August 28, 2003, and based on an
          event dated November 13, 2003, filed on November 13, 2003.

     (c)  The  description  of  the  Company's  Common  Stock  contained  in its
          Registration  Statement on Form 10-SB  declared  effective on July 14,
          1995.


         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment indicating that all of the securities offered hereby
have been sold, or deregistering all such securities then remaining unsold,


                                       3
<PAGE>

shall be deemed to be incorporated by reference and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed incorporated by reference herein
modifies or supersedes such statement. Any such document so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 607.0850 of the Florida Business Corporation Act empowers a
Florida corporation to indemnify any person who was or is a party to any
proceeding (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against liability
incurred in connection with such proceeding, including an appeal thereof, if
such person 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 any
criminal action or proceeding, such person had no reasonable cause to believe
his conduct was unlawful. A Florida corporation may indemnify such person
against expenses including amounts paid in settlement (not exceeding in the
judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion) actually and reasonably incurred by such person in
connection with actions brought by or in the right of the corporation to procure
a judgment in its favor under the same conditions set forth above, if such
person acted in good faith and in a manner such person believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and to the extent the court in which such action or suit was brought or
other court of competent jurisdiction shall determine upon application that, in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.

         To the extent such person has been successful on the merits or
otherwise in defense of any action referred to above, or in defense of any
claim, issue or matter therein, the corporation must indemnify such person
against expenses, including counsel (including those for appeal) fees, actually


                                       4
<PAGE>

and reasonably incurred by such person in connection therewith. The
indemnification and advancement of expenses provided for in, or granted pursuant
to, Section 607.0850 is not exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation of the corporation or any by-law, agreement, vote of shareholders
or disinterested directors, or otherwise. Section 607.0850 also provides that a
corporation may maintain insurance against liabilities for which indemnification
is not expressly provided by the statute.

         Article XII of the Company's By-Laws provide for indemnification of the
directors, officers, employees and agents of the Company (including advancement
of expenses) to the fullest extent permitted under Florida law. In addition, the
Company has contractually agreed to indemnify its directors and officers to the
fullest extent permitted under Florida law.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
as disclosed above, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         Reference is made to the Exhibit Index which is included in this
Registration Statement following the Signature Page.



ITEM 9.  UNDERTAKINGS.

         (a) 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 this
Registration Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a fundamental change in the


                                       5
<PAGE>

information in this Registration Statement; (iii) to include any material
information with respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such information in this
Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if 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 Exchange Act that are
incorporated by reference in this Registration Statement.

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

         (b) The undersigned Registrant hereby undertakes that, for the 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 each filing of the Plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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


                                       6
<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 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 Plantation, Florida, on this 19th day of December,
2003.

                        IMAGING DIAGNOSTIC SYSTEMS, INC.



                             By: /s/ Linda B. Grable
                             -----------------------
                             Linda B. Grable, Chairman
                             of the Board, Director and
                             Chief Executive Officer

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


        SIGNATURE                      TITLE                      DATE

                           Chairman of the Board,          December 19, 2003
   /s/ Linda B. Grable     Director and Chief Executive
   -------------------     Officer (principal executive
    Linda B. Grable        officer)




                           Executive Vice President,       December 19, 2003
 /s/ Allan L. Schwartz     Chief Financial Officer and
    --------------------   Director (principal financial
     Allan L. Schwartz     and accounting officer)




   /s/ Sherman Lazrus               Director               December 19, 2003
   ---------------------
     Sherman Lazrus




   /s/ Patrick J. Gorman            Director               December 19, 2003
   ----------------------
     Patrick J. Gorman



                                       7
<PAGE>


   /s/ Edward Rolquin               Director               December 19, 2003
   ----------------------
       Edward Rolquin



   /s/ Jay S. Bendis                Director               December 19, 2003
   ----------------------
       Jay S. Bendis




                                       8
<PAGE>



                                  EXHIBIT INDEX



Exhibit
Number                      Description
------                      -----------

5      Opinion of Mitrani, Rynor, Adamsky & Macaulay, P.A.

10.61  2003 Employee Stock Bonus Plan

23.1   Consent of Mitrani, Rynor, Adamsky & Macaulay, P.A. (contained in Exhibit
       5 of this Registration Statement)

23.2   Consent of Margolies, Fink and Wichrowski, Certified Public Accountants



                                       9
[{"type": "S-8", "sequence": "1", "filename": "as-8121903.txt", "description": "2003 EMPLOYEE STOCK BONUS PLAN", "secsgml_size_bytes": 16261}]
{"company-data": {"conformed-name": "IMAGING DIAGNOSTIC SYSTEMS INC /FL/", "cik": "0000790652", "assigned-sic": "3845", "irs-number": "222671269", "state-of-incorporation": "FL", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111373", "film-number": "031064784"}, "business-address": {"street1": "6531 NW 18TH COURT", "city": "PLANTATION", "state": "FL", "zip": "33313-4520", "phone": "3057460500"}, "mail-address": {"street1": "6531 NW 18TH COURT", "city": "PLANTATION", "state": "FL", "zip": "33313-4520"}, "former-company": {"former-conformed-name": "ALKAN CORP", "date-changed": "19940623"}}
--------------------------------------------------------------------------------
   As filed with the Securities and Exchange Commission on December 19, 2003
                                                        Reg. No. 333-___________
--------------------------------------------------------------------------------

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                        IMAGING DIAGNOSTIC SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

             Florida                                22-2671269
     (State of incorporation)           (I.R.S. Employer Identification Number)

                            6531 Northwest 18th Court
                            Plantation, Florida 33313
          (Address, including zip code, of Principal Executive Offices)

                         2003 Employee Stock Bonus Plan
                            (Full title of the Plan)

                           Linda B. Grable, President
                        Imaging Diagnostic Systems, Inc.
                             6531 Northwest 18 Court
                            Plantation, Florida 33313
                     (Name and address of agent for service)

                                 (954) 581-9800
          (Telephone number, including area code, of agent for service)

                                   copies to:
                            ROBERT B. MACAULAY, ESQ.
                    Mitrani, Rynor, Adamsky & Macaulay, P.A.
                     One Southeast Third Avenue, Suite 2200
                              Miami, Florida 33131
                               Tel: (305) 358-0050
                               Fax: (305) 358-0550
CALCULATION OF REGISTRATION FEE
Title of Securities    Amount to be        Proposed Offering     Proposed Maximum          Amount of
to be Registered       Registered (2)      Price Per Share (2)   Aggregate Offering Price  Registration Fee

Common Stock           360,000  (1)               $1.07               $385,200.00              $31.16
No Par Value

Totals                 360,000                    $1.07               $385,200.00              $31.16
(1)  All of the  registered  shares are issuable  pursuant to the Company's 2003
     Employee Stock Bonus Plan.

(2)  Estimated  solely for the purpose of calculating the  registration  fee for
     this registration  statement and computed in accordance with Rule 457(h)(1)
     on the basis of the  average  of the  closing  bid and  asked  price of the
     common stock of the Company on December 18, 2003 for the 360,000  shares to
     be registered in the 2003 Employee Stock Bonus Plan.

                                       2
Explanatory Note

         The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration
statement on Form S-8 (the "Registration Statement"), or as a prospectus or
prospectus supplement pursuant to Rule 424. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Company's annual report on Form 10-KSB for the year ended June 30,
          2003.

     (b)  The Company's  report on Form 10-QSB for the quarter  ended  September
          30, 2003, filed on November 14, 2003, and reports on Form 8-K based on
          an event dated August 27, 2003,  filed on August 27, 2003, based on an
          event dated August 28, 2003, filed on August 28, 2003, and based on an
          event dated November 13, 2003, filed on November 13, 2003.

     (c)  The  description  of  the  Company's  Common  Stock  contained  in its
          Registration  Statement on Form 10-SB  declared  effective on July 14,
          1995.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment indicating that all of the securities offered hereby
have been sold, or deregistering all such securities then remaining unsold,

                                       3
shall be deemed to be incorporated by reference and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed incorporated by reference herein
modifies or supersedes such statement. Any such document so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 607.0850 of the Florida Business Corporation Act empowers a
Florida corporation to indemnify any person who was or is a party to any
proceeding (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against liability
incurred in connection with such proceeding, including an appeal thereof, if
such person 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 any
criminal action or proceeding, such person had no reasonable cause to believe
his conduct was unlawful. A Florida corporation may indemnify such person
against expenses including amounts paid in settlement (not exceeding in the
judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion) actually and reasonably incurred by such person in
connection with actions brought by or in the right of the corporation to procure
a judgment in its favor under the same conditions set forth above, if such
person acted in good faith and in a manner such person believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and to the extent the court in which such action or suit was brought or
other court of competent jurisdiction shall determine upon application that, in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.

         To the extent such person has been successful on the merits or
otherwise in defense of any action referred to above, or in defense of any
claim, issue or matter therein, the corporation must indemnify such person
against expenses, including counsel (including those for appeal) fees, actually

                                       4
and reasonably incurred by such person in connection therewith. The
indemnification and advancement of expenses provided for in, or granted pursuant
to, Section 607.0850 is not exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation of the corporation or any by-law, agreement, vote of shareholders
or disinterested directors, or otherwise. Section 607.0850 also provides that a
corporation may maintain insurance against liabilities for which indemnification
is not expressly provided by the statute.

         Article XII of the Company's By-Laws provide for indemnification of the
directors, officers, employees and agents of the Company (including advancement
of expenses) to the fullest extent permitted under Florida law. In addition, the
Company has contractually agreed to indemnify its directors and officers to the
fullest extent permitted under Florida law.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
as disclosed above, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         Reference is made to the Exhibit Index which is included in this
Registration Statement following the Signature Page.

ITEM 9.  UNDERTAKINGS.

         (a) 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 this
Registration Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a fundamental change in the

                                       5
information in this Registration Statement; (iii) to include any material
information with respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such information in this
Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if 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 Exchange Act that are
incorporated by reference in this Registration Statement.

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

         (b) The undersigned Registrant hereby undertakes that, for the 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 each filing of the Plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                       6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets 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 Plantation, Florida, on this 19th day of December,
2003.

                        IMAGING DIAGNOSTIC SYSTEMS, INC.

                             By: /s/ Linda B. Grable
                             -----------------------
                             Linda B. Grable, Chairman
                             of the Board, Director and
                             Chief Executive Officer

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

        SIGNATURE                      TITLE                      DATE

                           Chairman of the Board,          December 19, 2003
   /s/ Linda B. Grable     Director and Chief Executive
   -------------------     Officer (principal executive
    Linda B. Grable        officer)

                           Executive Vice President,       December 19, 2003
 /s/ Allan L. Schwartz     Chief Financial Officer and
    --------------------   Director (principal financial
     Allan L. Schwartz     and accounting officer)

   /s/ Sherman Lazrus               Director               December 19, 2003
   ---------------------
     Sherman Lazrus

   /s/ Patrick J. Gorman            Director               December 19, 2003
   ----------------------
     Patrick J. Gorman

                                       7
/s/ Edward Rolquin               Director               December 19, 2003
   ----------------------
       Edward Rolquin

   /s/ Jay S. Bendis                Director               December 19, 2003
   ----------------------
       Jay S. Bendis

                                       8
EXHIBIT INDEX

Exhibit
Number                      Description
------                      -----------

5      Opinion of Mitrani, Rynor, Adamsky & Macaulay, P.A.

10.61  2003 Employee Stock Bonus Plan

23.1   Consent of Mitrani, Rynor, Adamsky & Macaulay, P.A. (contained in Exhibit
       5 of this Registration Statement)

23.2   Consent of Margolies, Fink and Wichrowski, Certified Public Accountants

                                       9