As filed with the Securities and Exchange Commission

                                  April 1, 1997

                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

     Delaware                                             95-3863205
    (State or other jurisdiction                         (I.R.S. Employer
    of incorporation or organization)                    Identification No.)

    1238 Anthony Road
    Burlington, North Carolina                                 27215
   (Address of Principal Executive Offices)                   (Zip Code)

                                  EDITEK, INC.
                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

       Peter J. Heath, Esq.                                 Copy to:

       Vice President of Finance                   Robert R. Ribeiro, Esq.
          and Chief Financial Officer              Popham, Haik Schnobrich &
       1238 Anthony Road                              Kaufman, Ltd.
       Burlington, North Carolina  27215           222 South Ninth Street
      (Name and address of agent for service)     Minneapolis, Minnesota 55402

      (910) 226-6311
     (Telephone number, including area code, of agent for service)

Approximate  date of commencement  of proposed sale to the public:  from time to
time after the effective date of this Registration Statement.
<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                      Proposed maximum  Proposed maximum     Amount of 
Title of securities  Amount to        offering price    aggregate offering   registration 
to be registered     be registered    per share(l)      price                fee  (2)
<S>                 <C>               <C>              <C>                  <C> 

Common Stock,        350,000           $0.4375          $153,125             $100
$.15 par value
</TABLE>

(1)      Pursuant to Rule 457(h) under the  Securities  Act of 1933,  as amended
         (the "Act"), based on the per share prices at which the options granted
         under the Plan may be exercised.

(2)      Pursuant to Section 6(b) of the Act.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following  documents of EDITEK,  Inc. ("EDITEK" or the "Company") which have
been filed with the Securities and Exchange  Commission are hereby  incorporated
by reference in this Registration Statement:

(a)      the Company's Annual Report on Form 10-K for the year ended December 
         31, 1996;

(b)      all other reports filed by Editek pursuant to Sections 13 or 15(d) of 
         the Exchange Act since December 31, 1996;

(c)      the Company's Registration Statement on Form S-3, as amended, as filed 
         with the Securities Exchange Commission as Commission File No. 
         333-18547;

(d)      the  description  of EDITEK's  Common Stock and Common  Stock  Purchase
         Rights  contained in any  Registration  Statement of the Company  filed
         under  the  Exchange  Act and any  amendment  or  report  filed for the
         purpose of updating any such description.

All documents  filed by the Company  pursuant to Sections 13, 14 or 15(d) of the
Exchange Act subsequent to 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 into this  Registration
Statement  and to be a part hereof from the  respective  dates of filing of such
documents.  Any statement contained herein or in a document all or part of which
is 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

<PAGE>

extent that a statement  contained herein or in any subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes  such statement.  Any such statement 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

The Bylaws of the Company provide that the Company shall indemnify the directors
and officers of the Company  against  liability (and expenses  related  thereto)
arising out of their status as directors and officers to the extent permitted by
law. Additionally certain mandatory  indemnification  rights are available under
the Delaware  General  Corporation Law ("DGCL") to officers and directors to the
extent they are successful in the defense of any proceeding to which they were a
party by virtue of their position as a director or officer.

Further,  as permitted by the DGCL,  the  Certificate  of  Incorporation  of the
Company  includes a provision  limiting the personal  liability of its directors
for  monetary  damages for certain  breaches of their duties as directors to the
extent  permitted  under the DGCL.  The Company also  maintains a directors' and
officers' liability policy which insures such person against claims arising form
certain acts or decisions by them in their  capacities as directors and officers
of the  Company,  subject to  certain  exclusions  and  deductible  and  maximum
amounts.

In  addition  to such  other  rights  of  indemnification  as they  may  have as
directors or as members of a committee of directors,  the Company's  Amended and
Restated Equity Compensation Plan and Amended and Restated Stock Option Plan for
Non-Employee  Directors provide for indemnification for certain of the Company's
directors  for  liabilities  arising in  connection  with their actions taken as
members of the committees administering such plans.

Such limitation of liability pursuant to state law does not affect liability, if
any,   arising  under  the  federal   securities  laws.   Further,   insofar  as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to directors, officers and controlling persons of the Company pursuant
to contractual 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  Securities  Act and is,  therefore
unenforceable.

<PAGE>

EDITEK  also  maintains  an  insurance  policy or  policies to assist in funding
indemnification of directors and officers for certain liabilities.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.  EXHIBITS

Exhibit
Number            Description

3.(ii)            Bylaws of EDITEK, Inc., as amended to date.

4.1               Restated Certificate of Incorporation of EDITEK, Inc., 
                  as amended to date.

5.1               Opinion of Popham, Haik, Schnobrich & Kaufman, Ltd.

23.1              Consent of Popham, Haik, Schnobrich & Kaufman, Ltd (included 
                  in Exhibit 5.1).

23.2              Consent of Ernst & Young LLP, independent public accountants.

ITEM 9.  UNDERTAKINGS

A.       Post-Effective Amendments

The Company hereby undertakes:

(l)      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,  represent  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) under the Securities Act if,
in the  aggregate,  the changes in volume and price  represent no more than a 20
percent  change  in  the  maximum  aggregate-offering  price  set  forth  in the
<PAGE>

"Calculation of Registration Fee" table in the effective Registration Statement;
and

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

PROVIDED,  HOWEVER,  that  subparagraphs  (i) and (ii) above do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company 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.

B.       Subsequent Documents Incorporated by Reference

The Company hereby  undertakes  that, for 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 15(d) of the Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

C.       Claims for Indemnification

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors,  officers,  and  controlling  persons of the
Company 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
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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

<PAGE>

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 of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Burlington,  State of North  Carolina,  on April 1,
1997.

                                    EDITEK, INC.


                                    By   /s/  Harry G. McCoy, Pharm. D.
                                         Harry G. McCoy, Pharm. D.
                                         President and Chairman of the Board


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.


By       /s/  Harry G. McCoy, Pharm. D.                    Dated: April 1, 1997
         ------------------------------
         Harry G. McCoy, Pharm. D.
         President and Chairman of the Board

By       /s/  Richard J. Braun                             Dated: April 1, 1997
         ---------------------
         Richard J. Braun
         Chief Executive Officer

By       /s/ Peter J. Heath                                Dated: April 1, 1997
         ------------------
         Peter J. Heath
         Vice President of Finance and C.F.O.
         (principal accounting officer)

By       /s/ Samuel C. Powell, Ph.D.                       Dated: April 1, 1997
         ---------------------------
         Samuel C. Powell, Ph.D.
         Director

By       /s/ Louis Perlman                                 Dated: April 1, 1997
         -----------------
         Louis Perlman
         Director

<PAGE>

By                                                        Dated: April __, 1997
         ----------------------------------
         Alex Bistricer
         Director

By                                                        Dated: April __, 1997
         -----------------------------------
         David Bistricer
         Director

By       /s/ James W. Hansen                              Dated: April 1, 1997
         James W. Hansen
         Director

By       /s/ Miles E. Efron                               Dated: April 1, 1997
         Miles E. Efron
         Director


<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number            Description

3.(ii)            Bylaws of EDITEK, Inc., as amended to date.

4.1               Certificate of Incorporation of EDITEK, Inc., as amended to 
                  date.

5.1               Opinion of Popham, Haik, Schnobrich & Kaufman, Ltd.

23.1              Consent of Popham, Haik, Schnobrich & Kaufman, Ltd (included 
                  in Exhibit 5.1).

23.2              Consent of Ernst & Young LLP, independent public accountants.

<PAGE>

            This document constitutes part of a prospectus concerning
     securities that have been registered under the Securities Act of 1933.


                                   PROSPECTUS

                                  EDITEK, INC.

                                 350,000 Shares

                     Common Stock, $0.15 Par Value Per Share


                                  Offered Under

                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                                       OF
                                  EDITEK, INC.
                                1238 ANTHONY ROAD
                        BURLINGTON, NORTH CAROLINA 27215
                                  910-226-6311


THE  SHARES  OFFERED BY THIS  PROSPECTUS  WILL BE SOLD  UNDER THE  EDITEK,  INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN AS DESCRIBED HEREIN. PARTICIPATION IN THE
PLAN IS OFFERED AS SET FORTH HEREIN TO ELIGIBLE EMPLOYEES OF EDITEK, INC.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION. NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES  COMMISSION  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                      The date of this Prospectus is April 1, 1997.

<PAGE>


                                TABLE OF CONTENTS


AVAILABLE INFORMATION....................................................    3

INTRODUCTION...............................................................  5

QUALIFIED EMPLOYEE STOCK PURCHASE PLAN.....................................  5
         Description of Plan...............................................  5
         Federal Income Tax Consequences...................................  9
         Resale Restrictions............................................    10

COMPANY INFORMATION........................................................ 11

QUALIFIED EMPLOYEE STOCK PURCHASE PLAN EMPLOYEE INFORMATION
SHEET ..................................................................    13

RULES AND REGULATIONS OF THE ADMINISTRATION COMMITTEE...................... 17


<PAGE>

                              AVAILABLE INFORMATION

         EDITEK,   Inc.  (the   "Company")  is  subject  to  the   informational
requirements of the Securities  Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith files reports,  proxy statements and other information with
the  Securities  and Exchange  Commission  (the  "Commission").  Reports,  proxy
statements  and other  information  filed by the  Company can be  inspected  and
copied at the  public  reference  facilities  maintained  by the  Commission  at
Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C.  20549 and at its
Regional  Offices  located at 75 Park Place,  New York, New York 10007,  and the
John C.  Kluczynski  Federal  Building,  230  South  Dearborn  Street,  Chicago,
Illinois  60604.  Copies  of such  material  can be  obtained  from  the  Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,  N.W.,
Washington,  D.C.  20549 upon  request and payment of the  prescribed  fee.  The
Commission  maintains a web site that contains  reports,  proxy and  information
statements, and other information regarding issues that are filed electronically
with the Commission. The address of the web site is HTTP://WWW.SEC.GOV.

         The  Company's  Common Stock is listed on the American  Stock  Exchange
(the "AMEX"),  and reports,  proxy statements and other information filed by the
Company can be inspected at such exchange, 86 Trinity Place, New York, NY 10006.

         The  Company  has filed with the  Commission  in  Washington,  D.C.,  a
Registration  Statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  with respect to the registration of the securities  offered
hereby.  This  Prospectus  omits  certain of the  information  contained  in the
Registration Statement. Statements contained herein concerning the provisions of
any documents are not necessarily  complete and, in each instance,  reference is
made to the  copy of such  document  filed  as an  exhibit  to the  Registration
Statement.  Each such statement is qualified in its entirety by such  reference.
Items  of  Information  omitted  from  this  Prospectus  but  contained  in  the
Registration  Statement may be obtained from the Commission at Judiciary  Plaza,
450 Fifth Street, N.W., Washington,  D.C. 20549, upon request and payment of the
prescribed fee.


<PAGE>


NO PERSON HAS BEEN  AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS  OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH  THE  OFFER  MADE  HEREBY,  AND,  IF GIVEN OR  MADE,  SUCH  INFORMATION  OR
REPRESENTATIONS  MUST  NOT BE  RELIED  UPON AS  HAVING  BEEN  AUTHORIZED  BY THE
COMPANY.  THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE IN WHICH
AN OFFER OR  SOLICITATION  IS NOT  AUTHORIZED BY THE LAWS  THEREOF.  NEITHER THE
DELIVERY  OF THIS  PROSPECTUS  NOR ANY  SALES  MADE  HEREUNDER  SHALL  UNDER ANY
CIRCUMSTANCES  CREATE  ANY  IMPLICATION  THAT  THERE  HAS BEEN NO  CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

     Statements and descriptions herein concerning agreements or other documents
filed as exhibits to the  registration  statement  filed in connection with this
Prospectus  are  necessarily  summaries of such  documents  and are qualified in
their  entirety by  reference to the complete  text of the  applicable  document
filed with the  Commission,  which text is  incorporated  in this  Prospectus by
references to such agreements or documents.

<PAGE>

                                  INTRODUCTION

         This  document  and the  documents  incorporated  herein  by  reference
constitute  the  Prospectus  for the 350,000  shares of Common Stock,  $0.15 par
value per share (the "Stock") of EDITEK,  Inc. (the  "Company")  registered with
the Securities and Exchange  Commission  (the "SEC") under the Securities Act of
1933, as amended (the  "Securities  Act"), and are the remaining shares reserved
for issuance under the EDITEK,  Inc. Qualified Employee Stock Purchase Plan (the
"Plan").  The Plan was  originally  adopted  by the  Board of  Directors  of the
Company on March 13, 1986, and was approved by the  stockholders  of the Company
and became effective on September 11, 1986. The Plan was amended by the Board of
Directors  on July 30,  1993,  subject to  approval of the  stockholders  of the
Company,  which  approval  was  obtained  at  the  1993  annual  meeting  of the
stockholders  held on October 26, 1993, and such amendments  became effective as
of that date. The Plan was further amended by the Board of Directors to increase
the number of shares of Common Stock subject to the Plan from 150,000 to 500,000
shares, subject to approval of the Stockholders of the Company. The stockholders
approved the amendment at the Annual  Meeting held on December 20, 1996, and the
amendment became effective as of that date.

                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

         Pursuant to the Qualified  Employee  Stock  Purchase Plan (the "Plan"),
eligible  employees of the Company are given an  opportunity  to acquire  Common
Stock of the Company (the "Stock") up to a maximum  amount per employee  through
payroll deductions.

Description of Plan

         The  following  description  of the Plan is merely a summary of some of
the  terms  and  provisions  of the  Plan,  is  not  intended  to be a  complete
description  of the Plan,  and is  qualified in its entirety by reference to the
full text of the Plan, a copy of which may be obtained by a participant, without
charge, upon written or oral request.  Copies of the Plan, as well as additional
information  about the Plan and the  administrators of the Plan, may be obtained
by contacting the Chief  Financial  Officer's  Department,  EDITEK,  Inc.,  1238
Anthony Rd., Burlington, North Carolina 27215, telephone (919) 226-6311.

         The Plan is not  generally  subject to the  provisions  of the Employee
Retirement  Income  Security Act of 1974, as amended  ("ERISA"),  except for the
application of certain  simplified  reporting and disclosure  requirements under
ERISA.  The Plan is not a  qualified  plan  under  Section  401 of the  Internal
Revenue Code of 1986, as amended (the "Code").

         Nature and  Purpose.  The Plan allows  eligible  employees  to purchase
shares of the Common Stock of the Company through payroll  deductions at a price
equal to 85% of the lesser of the fair market  value of the stock on the date of
the Company's receipt of the subscription or the date of the employee's exercise
of the right to purchase  such  shares.  The maximum  number of shares that each
eligible  employee  may  subscribe  for under the Plan  shall be subject to such
limitations  as  from  time  to  time  are  established  by  the  Administration
Committee,  which  limitations  shall  apply  equally to all  participants.  The
receipt  of an  approved  subscription  form by the  Company  from  an  eligible
employee  shall  be  treated  as the  grant of a right to  purchase  the  shares
subscribed  for,  and the  accrual  of a  sufficient  amount in such  employee's

<PAGE>

account to acquire a minimum  of 100 shares of stock at the  subscription  price
shall be treated as the exercise of such purchase right.

         The Plan is  designed  to attract and retain  competent  personnel,  to
allow the Company to compete with other companies with respect to  compensation,
to motivate  Company  employees to use their best efforts for the benefit of the
Company,  and to provide  employees  an  opportunity  to  acquire a  proprietary
interest in the Company, thereby encouraging the promotion of the Company's best
interests and giving the employees an  opportunity  to share in future growth of
the Company.

         Administration.   The  Plan  is   administered   by  a  committee  (the
"Administration  Committee") appointed by the Board of Directors of the Company,
who serve at the  discretion  of the  Board.  The  Administration  Committee  is
comprised of two or more non-employee directors. The members of the Stock Option
Committee  are deemed to be the members of the  Administration  Committee  until
otherwise  designated by the Board. The members of the Administration  Committee
shall  serve  until  their  successors  have been  appointed  by the Board.  The
Administration  Committee has the exclusive right to interpret,  prescribe rules
and  regulations  for, and  administer the Plan. In the event there is no market
for the Stock, the Administration  Committee may determine the fair market value
of the Stock for purposes of the Plan.  Also, the committee shall be entitled to
reduce  employee's  subscriptions in excess of prescribed  amounts under certain
circumstances.  The  Plan  grants  the  Administration  Committee  authority  to
establish procedures and limitations regarding such provisions.

         Eligibility.  The Plan  provides  that all  eligible  employees  of the
Company, and of any subsidiaries designated by the Administration Committee, may
subscribe to acquire a maximum  number of shares under the Plan as determined by
the Administration  Committee.  All regularly scheduled employees of the Company
who work for more than twenty hours per week and five months per  calendar  year
are eligible to  participate.  Thus,  executive  officers of the Company meeting
such  requirements are eligible to participate under the Plan. The Plan provides
that all  employees  granted  subscriptions  under the Plan  shall have the same
rights and privileges thereunder, subject to the provisions of state and federal
securities laws which may affect any employee considered to be an insider of the
Company.  The Plan allows for broad-based  employee  participation  and does not
discriminate in favor of highly compensated employees.

         Securities  to be Offered.  The Company is  authorized to issue 500,000
shares of Stock under the  Qualified  Plan.  The Stock subject to an award under
the Plan will be made  available  from the  authorized and unissued Stock of the
Company.

         Subscription  Count.  The Plan  provides  that each  employee  shall be
entitled to purchase  during his lifetime a maximum number of shares pursuant to
the Plan. The  Administration  Committee  shall  establish from time to time the
maximum  number of shares that may be acquired by any  employee  under the Plan,
and such maximum shall apply equally to all eligible employees.  The Plan allows
an  employee  to  subscribe  for less than the  maximum  number  of  shares  and
subsequently  subscribe for  additional  shares until he has  subscribed for the
maximum number of shares permitted.  Each new subscription  shall be treated for
all  purposes  under the Plan as a  separate  grant of a right to  purchase  the
number of shares indicated on the  subscription  form.  However,  in order to be
able to subscribe  for  additional  shares,  an employee  must wait at least six
months from the date of the employee's last  subscription,  or three months from

<PAGE>

the date of the withdrawal of a prior  subscription,  or until all subscriptions
outstanding to acquire shares under the Plan have been paid in full.

         Subscription  Price/Purchase  Price. The  subscription  price for Stock
acquired  under the Plan is 85% of the fair market value of the Stock on the day
the executed  subscription  form is received by the Company.  The purchase price
for shares of Stock is the lesser of the  subscription  price or 85% of the fair
market value on the day the right to purchase is exercised.  Thus,  the purchase
price may be different  for each 100 share unit  purchased  pursuant to the same
subscription  form.  The fair market value of the Stock on a given date is based
upon  various  possible  markets for the Stock.  The Plan  includes  methods for
determining  the fair  market  value of the Stock if it is traded on a  national
securities  exchange,  quoted on the National  Association of Securities  Dealer
Automated  Quotation  ("Nasdaq")  System or  otherwise  in the  over-the-counter
market,  or if it is not  traded  or quoted at such  time.  Generally,  the fair
market  value  shall be based upon the last sales  price of the Stock on a given
date if a minimum of 100 shares are sold on such date,  or if no shares are sold
on such  date,  based upon the  average of the high bid and low asked  prices on
such date, or if no prices are available on such date, based upon the last sales
price of the Stock on the last prior date on which a minimum of 100 shares  were
sold.  If the Stock is not traded on an  exchange  or quoted by Nasdaq or in the
over-the-counter  market,  then the  Administration  Committee  is  permitted to
determine in good faith the fair market value by any appropriate method.

         Limitations on Subscriptions.  Employees who own stock possessing 5% or
more of the total combined  voting power or value of all classes of stock of the
Company are not  eligible to  subscribe  for Stock under the Plan.  Further,  no
employee may subscribe to purchase  Stock under all stock  purchase plans of the
Company at a rate which  exceeds  $25,000 of fair market value of such stock for
any calendar year in which such  subscription is outstanding under the Plan. The
Plan provides  that, in the event that an employee's  subscription  rate exceeds
$25,000 as provided  above,  the  Administration  Committee shall be entitled to
reduce the subscription  amount so that the employee's  rights under the Plan do
not accrue at a rate which exceeds $25,000 per calendar year.

         Payroll Deductions.  The subscription price under the Plan must be paid
by payroll  deduction  from the  employee's  compensation.  The Plan  allows the
Administration  Committee  to establish  procedures  and  limitations  regarding
payroll deductions;  provided, however, that no payment period may be structured
so  that  the  date  of  exercise  of the  purchase  rights  exceeds  more  than
twenty-seven (27) months from the date of grant of the purchase rights.  Payroll
deductions shall begin when specified by the employee in the  subscription  form
or as soon as practicable thereafter but in no event later than two months after
the date specified by the employee.

         Issuance of Stock.  The Stock will only be issued by the  Company  when
the employee has completed  paying for at least 100 shares (or any lesser amount
of shares under  subscription) at the subscription  price. If the purchase price
is less than the  subscription  price,  the  employee  shall not be  entitled to
acquire more shares than that number for which he subscribed.  Any excess amount
shall be applied to the  purchase of  additional  shares under  subscription  or
returned if no additional shares are then under subscription. The employee shall
not be deemed  to own the  stock  subscribed  for  until  issuance  of the stock
certificate   representing  such  shares.  The  employee  has  no  rights  as  a
shareholder with respect to such shares until such issuance.

<PAGE>

         Withdrawal of  Subscription.  An employee may withdraw his subscription
at any time for any  shares  for which the  right to  purchase  has not yet been
exercised  and receive a refund of the balance in his  account.  An employee who
withdraws  a  subscription,  however,  shall not be entitled  to  subscribe  for
additional  shares  until  at  least  three  (3)  months  after  the  last  such
withdrawal.

         Termination  of  Employment.   Upon   termination  of  a  participating
employee's services because of death,  permanent disability or retirement at age
55 or thereafter,  the employee (or his estate) may prepay any  subscription for
Stock within three (3) months thereafter in the case of permanent  disability or
retirement, or within twelve (12) months thereafter in the case of death. If the
participating  employee's  services are  terminated  for any other  reason,  the
employee will not be entitled to prepay the subscription for Stock but will only
be entitled to receive back the balance of his subscription account.

         Transferability.  Neither the right of an  employee to purchase  shares
under the Plan, nor the employee's  account  balance,  may be transferred by the
employee by way of assignment, pledge or otherwise, except that, in the event of
death of the  employee,  such rights may be  transferred  by will or the laws of
descent and distribution.

         Termination of Plan.  The Plan became  effective on September 11, 1986,
following  its approval by the  stockholders  of the  Company,  and the Plan was
amended  effective  October 26,  1993.  The Plan is  perpetual in nature but the
Board  may  terminate  the Plan at any time and may  amend the Plan from time to
time,  subject to any  approval of the  stockholders  of the Company that may be
required in order that the Plan shall  continue to qualify  under Section 423 of
the Code. Upon  termination of the Plan,  participating  employees shall, at the
discretion of the Board, either be permitted to complete unpaid subscriptions in
a manner  determined  by the  Administration  Committee  or shall be entitled to
receive the balance in their subscription  account in satisfaction of all rights
under the Plan.

     Reports of Account  Status.  Upon request of the  participant,  the Company
shall  provide  a  report  of the  amount  in and  status  of the  participant's
subscription account.

         Interpretation of Plan. The Plan is intended, and shall be interpreted,
to meet and comply with all the  requirements  of Section  423 of the Code,  and
related provisions.

Federal Income Tax Consequences

         The Plan is  intended  to provide  employees  with the  opportunity  to
receive  the  special tax  treatment  afforded  by Section  423 of the  Internal
Revenue Code. The following discussion of the federal income tax consequences of
the Plan is intended  only as a summary of the federal  income tax  treatment of
Section 423 stock as of the date of this Prospectus. The federal income tax laws
pertaining to the Plan are highly technical, and such laws are subject to change
at any  time.  Some  variations  on the  federal  income  tax  effects  of  Plan
participation described below may occur with respect to participation by persons
subject to Section 16(b) of the Exchange Act of 1934, as amended (the  "Exchange
Act").  Participants  under the Plan are  urged to  consult  with  their own tax
advisors with respect to the tax  consequences  (including those under state and
local tax laws) associated with participation under the Plan.

<PAGE>

         Under existing law, the following description  summarizes the principal
Federal  Income Tax  Consequences  of the purchase and  disposition of shares of
Stock under the Plan.

         Purchase of Shares. An employee does not realize,  and does not have to
report any income for the year in which he  subscribes  for,  or for the year in
which he pays for Stock under the Plan,  even though the  purchase  price is the
lesser of 85% of the fair  market  value of the  Stock on the date the  employee
subscribes, or on the date the right to purchase is exercised.

         Disposition  of  Shares.  Section  423 of  the  Internal  Revenue  Code
establishes a holding  period that is important in  determining  how any gain on
disposition  of  shares  acquired  under  the  Plan  is to be  taxed.  The  term
"disposition" generally includes every sale, exchange, gift or transfer of legal
title except  transfers made as the result of an employee's  death.  The holding
period  provided  under Section 423 is the later of two (2) years after the date
the  employee  subscribed  or twelve (12)  months  after the date the shares are
transferred  to him. An employee  may have a different  holding  period for each
100-share unit of Stock acquired under the Plan.

         The  issuance of shares of Stock in the joint names of an employee  and
another person is not considered a disposition.  Similarly,  the issue of shares
in an employee's name and the subsequent  transfer of such shares into the joint
names of the employee and another person does not constitute a disposition.

         Sale After End of Holding  Period.  When an employee sells shares after
the specified  holding period,  the employee is required to report the following
on the Federal Income Tax Return for the year in which the sale occurs:

     Ordinary Income:  The employee must report ordinary income in the amount of
the lesser of:

     (1)  15% of  the  fair  market  value  of the  Stock  on  the  date  of the
subscription,  or on the date of purchase, whichever is lower, or 

     (2) any  excess of the fair  market  value of the Stock on the date of sale
over the purchase price.

If the  employee's  purchase  price exceeds the fair market value on the date of
sale, no amount is reported as ordinary income.

         Capital Gain or Loss: If the fair market value of the Stock on the date
of sale exceeds the lesser of the fair market value on the date of  subscription
or the date of purchase,  the employee  must report the amount of such excess as
long-term  capital gain.  On the other hand,  if the purchase  price exceeds the
fair market value on the date of sale, such excess is a long-term capital loss.

         Sale Before End of Holding Period.  When an employee sells shares prior
to the end of the specified  holding period,  the employee is required to report
the  following  on the Federal  Income Tax Return for the year in which the sale
occurs:

<PAGE>

         Ordinary Income: The employee must report the excess of the fair market
value of the Stock on the date of exercise over the employee's purchase price as
ordinary income.  The "date of exercise" is the date when an employee's  account
is  credited  with  sufficient  funds to  purchase  100 shares of Stock (or such
lesser  number as remain  under a  subscription  agreement).  Consequently,  the
employee will normally have a different date of exercise for each 100-share unit
of Stock issued under the Plan.

         Capital Gain or Loss: If the fair market value of the Stock on the date
of sale  exceeds the fair market value on the date the  employee  exercised  the
right to receive  such shares,  the employee  must report such excess as capital
gain.  On the  other  hand,  if the fair  market  value on the date of  exercise
exceeds the fair market  value on the date of sale,  the employee may report the
amount of such excess as capital  loss.  Any such  capital  gain or loss will be
long-term  capital  gain or loss if the Stock is sold  more than six (6)  months
after the date of exercise,  but will be short-term  capital gain or loss if the
Stock is sold within six (6) months after the date of exercise.

         In the case of a disposition  before the end of the holding period, the
Company  receives  a tax  deduction  equal  to the  amount  of  ordinary  income
recognized by the employee.

         THE FOREGOING  DESCRIPTION OF TAX  CONSEQUENCES  IS PROVIDED SOLELY FOR
THE  INFORMATION  OF PERSONS WHO ARE ELIGIBLE TO  PARTICIPATE IN THE PLAN AND IS
NOT  INTENDED TO BE A COMPLETE  DESCRIPTION  OF ALL  POSSIBLE  TAX  CONSEQUENCES
ARISING OUT OF THE PLAN. FURTHERMORE, THE FOREGOING DISCUSSION IS LIMITED TO THE
IMPACT OF THE INTERNAL  REVENUE CODE AS IN EFFECT ON THE DATE OF THIS PROSPECTUS
UPON U.S.  CITIZENS  RESIDING  IN THE  UNITED  STATES.  ANY  PERSON  WHO HAS ANY
QUESTION AS TO THE FEDERAL,  STATE,  AND OTHER TAX CONSEQUENCES OF PARTICIPATION
IN THE PLAN SHOULD CONSULT LEGAL COUNSEL.

Resale Restrictions

         Participants   under  the  Plan  may  be   restricted   under   certain
circumstances  in their ability to resell  shares of Stock  purchased or awarded
under  the Plan.  These  resale  restrictions  may be  imposed  by virtue of the
provisions of the Plan and the applicable  award agreement and/or by application
of the federal and state securities laws.

         Plan Restrictions. Although a participant may not transfer the right to
purchase shares under the Plan nor the account  balance,  transfer of the shares
of Stock acquired under the Plan is not restricted by the Plan itself.  However,
a transfer  before  expiration of the applicable  holding period will invalidate
the special tax treatment afforded by Section 423 of the Code.

         Securities Law Restrictions. In addition to resale restrictions imposed
by the Code,  additional  resale  restrictions  may be  imposed by virtue of the
applicable   securities  laws.  The  following   discussion  of  securities  law
restrictions placed upon resale of shares of Stock acquired pursuant to the Plan
assumes that any applicable  resale  restrictions  imposed  pursuant to the Code
have lapsed, expired, or have been satisfied.

         Participants   under  the  Plan  and  their  transferees  who  are  not
"affiliates"  of the Company,  as defined in Rule 405 under the Securities  Act,
may from time to time sell the Stock  acquired  pursuant  to a stock award under

<PAGE>

the Plan or purchased  pursuant to the exercise of stock  options  granted under
the Plan. Such sales shall be at prices prevailing at the time of sale, with the
participants or their  transferees  paying brokerage  commissions and applicable
transfer  taxes  or  such  shares  may be  sold in  negotiated  transactions  or
otherwise.

         The  Securities  Act imposes  certain  restrictions  on the reoffer and
resale  of the  Stock  acquired  pursuant  to the  Plan by  "affiliates"  of the
Company. "Affiliates" of the Company generally include the directors and certain
officers  of the  company  and any  holder of more than 10% of the  Stock.  This
Prospectus  is not  available  for  reoffers  or resales  of the Stock  acquired
hereunder by persons deemed to be "affiliates" of the Company, and such reoffers
or resales  may be made only  pursuant  to a  Registration  Statement  under the
Securities Act or pursuant to Rule 144  promulgated  under the Securities Act or
another exemption from registration thereunder.

         The  directors  and  certain  officers of the Company and any holder of
more  than 10% of the  Stock may also be  liable  to the  Company,  pursuant  to
Section  16(b) of the Exchange  Act, for amounts  realized upon the purchase and
sale or sale and  purchase of any shares of the Stock  within any period of less
than six  months.  The grant of the right to  purchase  Stock  under the Plan is
deemed the "purchase" of the Stock for purchases of Section 16(b) liability, and
this "purchase" will be exempt from Section 16(b) liability, and this "purchase"
will be exempt  from  Section  16(b)  liability  to the extent  the  transaction
satisfies the requirements of Rule 16b-3 at the time. Persons subject to Section
16(b) should consult  counsel for advice  regarding  these  limitations on their
purchase and sale of shares of Stock.

                               COMPANY INFORMATION

         A participant may obtain, without charge, upon written or oral request,
a copy of the following  documents,  which are incorporated by reference in this
Prospectus:

         (1) the Company's  Annual Report on Form 10-K for its fiscal year ended
December 31, 1996 filed with the SEC pursuant to Section 13 of the Exchange Act.

     (2) All other reports filed by the Company pursuant to Sections 13 or 15(d)
of the Exchange Act since December 31, 1996.

         (3) The  description  of the  Company's  Common Stock  contained in the
Company's  Registration  Statement  filed with the SEC under the  Exchange  Act,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

         (4) All other documents  subsequently  filed by the Company pursuant to
Sections  13,  14,  and  15(d) of the  Exchange  Act  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.

         Any  statement  contained in a statement  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be

<PAGE>

incorporated by reference herein modified or superseded such statement. Any such
statement so modified or superseded  shall not be deemed to constitute a part of
this Prospectus, except as so modified or superseded.

         A participant  may also obtain,  without  charge,  upon written or oral
request, a copy of the following documents:

         (1) Any  document  prepared  by the  Company to update the  information
included in this Prospectus or incorporated herein by reference.

         (2)      Any document constituting a part of this Prospectus.

         (3) The Company's  latest annual report to shareholders  containing the
information  required by Rule  14a-3(b)  under the  Exchange  Act for its latest
fiscal year.

     (4) All reports, proxy statements,  and other communications distributed by
the Company to its shareholders generally.

     (5)  All  other  documents  required  to be  delivered  by the  Company  to
participants pursuant to Rule 428(b) under the Securities Act.

         Copies of all documents  referenced  above (other than exhibits to such
documents that are not specifically incorporated by reference in such documents)
may be obtained by contacting the Chief Financial Officer's Department,  EDITEK,
Inc.,  1238 Anthony Rd.,  Burlington,  North  Carolina  27215,  telephone  (910)
226-6311.

<PAGE>

                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                           EMPLOYEE INFORMATION SHEET


     Under the Qualified  Employee  Stock  Purchases  Plan (the "Stock  Purchase
Plan"). you can purchase EDITEK stock through convenient  paycheck deductions at
a 15% employee discount.

         The Stock Purchase Plan gives you the opportunity to enjoy ownership of
the Company's  securities by purchasing EDITEK common stock at a discount price.
The Stock  Purchase Plan can be used either as a long-term  investment  for your
future or a shorter-term  savings device with a potential for earnings.  You may
contribute a percentage of your pay through payroll deductions to purchase stock
at the lower of 85% of the market price on either the date you  subscribe or the
date the shares are purchased. Participation is voluntary, and you may subscribe
to  purchase  stock on your first  workday or any day  thereafter.  Contact  the
Company for a subscription/subscription change form.

Advantages of the Stock Purchase Plan.

         -        By purchasing EDITEK stock through the Stock Purchase Plan, 
                  you have the following advantages:

         -        The convenience of regular payroll deductions.

         -        A discount price.

         -        The lower of your subscription price or the price on your 
                  purchase date.

         -        A guaranteed subscription price for 24 months.

         -        Certain tax advantages.

         -        The elimination of any brokers' commissions which might 
                  otherwise be applied to the stock purchase.

Details of some of these advantages appear on the following pages.

The benefits and risks of owning stock.

         As you consider investing in the stock market, you should be aware that
the purchase and ownership of stock do have risks. The price of a share of stock
may go up or down,  and there is no guarantee  that you will be able to sell the
stock for more  than,  or even the same  price as, you paid for it. On the other
hand, you may be willing to accept the risks  associated  with investment in the
stock market as one method of accumulating assets over the long term.

<PAGE>

How to buy EDITEK stock.

         You may  purchase  EDITEK stock under the Stock  Purchase  Plan through
payroll  deductions only and not by cash or check. A percentage of your earnings
is deducted from your regular paycheck over a period of time.  Signing up to buy
stock is referred to as "subscribing"  for stock.  Before deciding on the amount
of your  subscription,  you must consider the price of the stock at the time you
are subscribing and how much of your annual salary you wish to initially  commit
to this investment.

         With  the  subscription/subscription  change  form  available  from the
Company,  you have the option of listing  the stock  either in your name only or
with a joint tenant,  which essentially means that you assign equal ownership to
another person. On the death of one joint owner, the survivor becomes the owner.
Please  note that if you  designate  a joint  tenant  who is a minor,  it may be
impossible  for you to trade,  sell or transfer that stock until the minor is of
legal age or a court order is obtained.

Determining your employee subscription price.

         Your  subscription  price is  determined by taking the closing price of
EDITEK stock on the American  Stock  Exchange as on the day you  subscribe,  and
then determining 85% of that price to account for your discount.  This amount is
recorded as your subscription price.

                  Example:

                  Closing price of stock    $1.00
                  Discount                  x 85%
                  Your subscription price
                  per share (employee price) $0.85

Choosing a payroll deduction and/or number of shares.

         You may  choose  any  level of  payroll  deductions,  ranging  from one
percent to twelve percent (in whole percentage  increments) of your total annual
salary  including  commissions  but  excluding  bonuses,  to be deducted per pay
period. Each subscription must be completed within 24 months. The Stock Purchase
Plan  operates   primarily  on  the  number  of  shares  you  indicate  on  your
subscription form with a corresponding payroll deduction.

Determining your final purchase price.

         Your  actual  purchase  price  may  be  different  from  your  original
subscription price but will never exceed it. The purchase price is determined by
taking 85% of whichever is the lowest of the following:

         -        the closing price of the stock on your subscription date (the
                  "subscription price"), or

<PAGE>

         -        the closing price of the stock on the payday you actually have
                  enough money in your  account to purchase a 100-share  unit of
                  stock  (or such  lesser  amount  under  subscription)  at your
                  original subscription price (the "purchase price").

Therefore,  the price at which you purchase  shares will not  necessarily be the
price at which you subscribed,  although it never will be higher.  You must wait
until you have enough  money in your  account to  purchase a  100-share  unit of
stock (or such lesser amount under  subscription) at your original  subscription
price, even though a lower market price currently may exist.

         For example,  if your subscription  price was $1.00 and the stock price
has declined since your  subscription day, your account still must reach $100.00
($1.00  times 100  shares)  before any shares are  purchased.  The excess of the
subscription  price over the purchase  price will be applied to purchase as many
additional  shares as possible on such purchase date at the lower price. In this
manner,  the  subscription  will be completed  sooner,  but the number of shares
purchased pursuant to the subscription will not increase.  By the same token, if
on the Purchase date the stock price is higher than your subscription price, you
still will purchase the stock at the lower  subscription  price. Money left over
in your account as a result of receiving a lower purchase price will be credited
to your account and applied  toward the purchase of your  remaining  shares,  or
refunded to you upon completion of your subscription.

Stock issuance.

         Since the purchase price is not determined until a sufficient amount is
accumulated   to  purchase  a  100-share  unit  (or  such  lesser  amount  under
subscription),  your account is not charged and shares are not  purchased  until
such time.  The  payday on which this  occurs is called  your  "purchase  date."
However,  it may be several  weeks  later  before you  actually  receive a stock
certificate.

Multiple subscriptions.

         You may subscribe for additional  shares as long as you comply with the
maximum number of shares  limitation,  the maximum payroll deduction  percentage
and  the  applicable  waiting  period.  If you  currently  have  an  outstanding
subscription, you may subscribe for additional shares on the earlier of:

                  -        Immediately when you have completed paying for your 
                           existing subscription;

                  -        Six months after the date your existing subscription
                           was received by the Company; or

                  -        Three months after you cancel a prior subscription.

By  signing  up for  fewer  than the  maximum  number of shares or for a payroll
deduction  of  less  than  the  maximum   percentage,   you  may  make  multiple
subscriptions.

How to cancel a subscription.

         You may cancel any or all of your  subscriptions at any time by filling
out the proper sections of a withdrawal form available from the Company.

<PAGE>

         If you cancel your  subscription(s),  you must wait three months before
you  are  eligible  to  resubscribe  for  additional  stock.  However,  you  may
resubscribe  one day and  cancel a prior  subscription  the next day (or any day
thereafter), thereby making both transactions possible. This can be done only if
you are eligible to resubscribe.

         If you withdraw all of your subscriptions from the Stock Purchase Plan,
you should  receive a check for the full amount of your  account  within 30 days
after receipt of your withdrawal form.

What happens in case.

         If you are temporarily away from work or if you retire. become disabled
or die. your stock subscription may be continued as follows:

         If  you  go on a  leave  of  absence,  temporary  layoff  or  temporary
disability,  you may make  regular  payments to EDITEK for up to three months in
the same  amount as your stock  purchase  payroll  deduction  to  continue  your
subscription.  If you choose not to make such payments,  or if you do not return
to work after  three  months,  you will  receive a check for the balance of your
subscription account.

         If you leave the Company  because of  retirement  (on or after age 55),
permanent  disability or death,  you or your survivors have the right to buy out
and  complete  your  subscriptions  within  three  months  after  retirement  or
disability, and within 12 months in the case of death. You or your survivors may
choose,  on the other hand,  to buy only a portion of those  shares  outstanding
from your  subscriptions,  or to receive only the stock already  purchased and a
check for the balance.

         If you leave for other reasons before your  subscription is fully paid.
you will be  entitled  to  receive  only a cash  refund of the  balance  in your
account.

PLEASE REFER TO THE RULES AND  REGULATIONS OF THE  ADMINISTRATION  COMMITTEE FOR
MORE INFORMATION ABOUT THE OPERATION OF THE STOCK PURCHASE PLAN.


<PAGE>


                              RULES AND REGULATIONS
                         OF THE ADMINISTRATION COMMITTEE
                              FOR THE EDITEK. INC.
                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN


         The following  rules and  regulations are applicable to transactions in
the EDITEK,  Inc.  Qualified  Employee Stock Purchase Plan (the "Stock  Purchase
Plan"):

         1. Maximum Number of Shares.  Pursuant to Section 4.B. of the Qualified
Plan, the Administration Committee hereby establishes that the maximum number of
shares of Common Stock of EDITEK,  Inc. (the  "Company")  that each employee may
subscribe for in his or her lifetime may not exceed 5,000  shares,  which number
automatically shall be adjusted, as appropriate, in the event of any stock split
or stock dividend.  This limitation shall apply to all participants in the Stock
Purchase Plan without regard to salary levels.  If a subscription  form received
from a participant  indicates a number of shares in excess of the maximum number
of  shares  then-permitted  to  be  subscribed  for  by  such  participant,  the
subscription  form shall  automatically  be adjusted  to the  maximum  number of
shares such participant may acquire.  The Administration  Committee shall notify
the participant of the change.

         Any shares purchased  (i.e.,  fully paid for) on or before December 31,
1993,  shall  not  be  included  in  determining  whether  the  participant  has
previously  subscribed  for the  maximum  number  of  shares.  If a  participant
withdraws a  subscription  form, or the number of shares under  subscription  is
otherwise  reduced as provided  herein,  before the shares are purchased  (i.e.,
fully  paid  for),  the  participant  may  resubscribe  to  purchase  the shares
withdrawn or reduced and such shares  shall only be counted once in  determining
whether the  participant  has  previously  subscribed  for the maximum number of
shares.  If any participant  ceases to be employed by the Company for any reason
and is later reemployed by the Company,  all shares previously  purchased (i.e.,
fully  paid for) by such  participant  on or after  January  1,  1994,  shall be
included in determining  whether the participant  has previously  subscribed for
the maximum number of shares.

         The Administration Committee reserves the right to increase or decrease
the maximum number of shares at any time as it deems necessary. Unless otherwise
provided by the Administration  Committee,  in the event that the maximum number
of shares is decreased, any participant may continue to purchase shares pursuant
to a  subscription  form which has already been  received by the  Company,  even
though such purchases  would result in the  participant  purchasing an amount of
shares greater than the new maximum number of shares.

         2. Statutory  Subscription  Limitation.  As provided in Section 4.D. of
the Qualified Plan, the Administration  Committee may reduce any subscription to
the extent that any  participant  has  subscribed  to purchase  shares at a rate
which exceeds  $25,000 of fair market value of the Common Stock  (determined  on
the date the subscription  form is received by the Company) in any calendar year
that  the  subscription  is  outstanding.   This  limitation  is  determined  by
aggregating all  outstanding  subscriptions  of the participant  under the Stock
Purchase  Plan and any other stock  purchase  plan of the Company.  In the event
that  it  becomes  necessary  for  the  Administration  Committee  to  reduce  a
subscription,  the Administration  Committee will first reduce the percentage of
the  participant's  salary  which is being  deducted  to acquire  the shares and

<PAGE>

extend the period of withholding  as necessary to permit the  acquisition of the
same number of shares for which the participant originally subscribed; provided,
however,  that no subscription period may be extended longer than 24 months from
the date the  Company  received  the  subscription  form.  In the event that the
Administration  Committee is unable to maintain the number of shares  originally
subscribed for by reducing the  withholding  percentage and extending the period
of withholding,  the Administration  Committee shall reduce the number of shares
under subscription  accordingly.  The Administration  Committee shall notify the
participant of any changes.

         3. Payroll Deductions.  Pursuant to Section 5.A. of the Qualified Plan,
the Administration  Committee is authorized to establish appropriate  procedures
and  limitations  for payroll  deductions  to pay the  subscription  price.  The
Administration  Committee  hereby  determines that each participant may withhold
from his or her salary for purposes of purchasing  Common Stock  pursuant to the
Qualified Plan an amount equal to any percentage in whole percentage  increments
within the range between one percent and twelve percent inclusive.  For purposes
of this  paragraph,  salary shall mean base  compensation  (whether  salaried or
hourly) plus any commissions but excluding bonuses.  In order to subscribe,  the
participant  must complete a subscription  form  indicating the number of shares
subscribed  for and the  percentage  of his or her payroll to be withheld to pay
for the shares. Payroll withholding shall begin as soon as practicable after the
subscription form is received by the Chief Financial Officer of the Company. The
aggregate amount withheld by the participant at any time pursuant to one or more
subscription forms may not exceed the maximum end of the range.

         The Administration  Committee reserves the right to change the range of
percentages at any time as it deems necessary.  Unless otherwise provided by the
Administration  Committee, a change in the range of percentages shall not affect
any  subscription  form which has already been  received by the Chief  Financial
Officer.

         The participant may increase or decrease the percentage withheld at any
time  without  increasing  or  decreasing  the  number of  shares  for which the
participant has subscribed by submitting a subscription  change form. Changes in
withholding  percentages  shall  be  implemented  as soon as  practicable  after
receipt of the subscription  change form by the Chief Financial Officer.  If the
participant  desires to decrease the number of shares  subscribed for, he or she
should submit a withdrawal  form (see 4 below).  If the  participant  desires to
increase  the  number of  shares  subscribed  for,  he or she  should  submit an
additional subscription form.

         Based upon the  percentage  of salary  selected  to be  withheld by the
participant,   the  Chief   Financial   Officer  shall   determine,   using  the
participant's  salary  as of the date of  receipt  of the  original  or  changed
subscription  form, the appropriate  number of pay periods necessary to withhold
an amount  sufficient to acquire the number of shares for which the  participant
has subscribed and whether the statutory  subscription  limit has been exceeded.
In the event that the number of necessary pay periods exceeds 24 months from the
date of receipt of the original  subscription  form,  the  participant  shall be
notified and asked  whether he or she prefers to increase the  percentage  to be
withheld (subject to the maximum percentage then-permitted by the Administration
Committee),  or  whether  he or she would  prefer to reduce the number of shares
subscribed for on the subscription form.

         If the participant  desires to subscribe for additional  shares while a
previous  subscription(s)  is (are)  still  outstanding,  the  participant  must
complete an additional  subscription form. In the additional  subscription form,

<PAGE>

the  participant  must indicate the  percentage of his or her salary which he or
she would like withheld to purchase the additional  shares subscribed for by the
participant on that subscription  form. The receipt of each subscription form is
considered  to be a separate  grant of a right to  acquire  the number of shares
subscribed for therein. Each subscription form shall be independent of any other
subscription form, and the withholding percentage on each form must be increased
or decreased  independently with separate  subscription  change forms. If at any
time the participant has multiple subscriptions  outstanding,  the Company shall
maintain  sub-accounts  in the  participant's  account  to ensure  that  payroll
deductions are attributed to the appropriate subscriptions to determine when the
shares are purchased.

         The      Administrative      Committee      hereby      adopts      the
subscription/subscription change forms attached hereto as Exhibit A for use with
the Qualified Plan.

         4.   Withdrawals.   Pursuant  to  Section  8  of  the  Qualified  Plan,
participants  are  permitted  to  withdraw  subscriptions  for  shares  not  yet
purchased  under  the  Qualified  Plan.  Subscription  forms  may  be  withdrawn
individually, in whole or in part, or all at the same time. Complete withdrawals
of  subscriptions  shall be effective upon receipt of the withdrawal form by the
Chief  Financial  Officer unless a later date is specified by the participant in
the  withdrawal  form.  If  the  withdrawal  is  a  complete   withdrawal  of  a
subscription  form,  the  balance  in the  participant's  sub-account  for  that
subscription will be returned,  and to the extent that amounts are withheld from
the  participant's  payroll for such  subscription  after the date the notice is
received by the Chief  Financial  Officer,  such amounts will be returned to the
participant.

         If the  withdrawal  represents  only a decrease in the number of shares
subscribed  for  on  a  particular   subscription   form,  the  balance  in  the
participant's  sub-account  will not be returned to the participant but shall be
applied to the shares  remaining  under that  subscription,  and the  percentage
withheld from the participant's  payroll shall not change unless the participant
so indicates on the withdrawal  form. If the  percentage is not decreased,  such
subscription  will  be  completed  earlier  than  originally  scheduled.  If the
percentage  is  decreased,  the Chief  Financial  Officer  shall  determine  the
appropriate  number of pay periods necessary to withhold an amount sufficient to
acquire the reduced number of shares for which the  participant  has subscribed.
In the event that the number of necessary pay periods exceeds 24 months from the
date of receipt of the original  subscription  form,  the  participant  shall be
notified and asked  whether he or she prefers to increase the  percentage  to be
withheld (subject to the maximum percentage then-permitted by the Administration
Committee),  or whether he or she would  prefer to further  reduce the number of
shares  subscribed for on the subscription  form. Any changes in the withholding
percentage  shall be  implemented  as soon as  practicable  after receipt of the
withdrawal form by the Chief Financial Officer.

         The  Administrative   Committee  hereby  adopts  the  withdrawal  forms
attached hereto as Exhibit B for use with the Qualified Plan.

         5.  Subscription   Account   Balances.   If  a  balance  remains  in  a
participant's  sub-account after all of the shares subscribed for in the related
subscription form have been paid for in full, the balance  automatically will be
returned  to the  participant  if he or  she  has no  other  subscriptions  then
outstanding. If the participant has at least one other subscription outstanding,
the balance in the sub-account shall be transferred to the subaccount related to
the oldest  subscription  form  outstanding  unless the  participant  requests a
refund of the balance in the  sub-account in writing within seven days after the
last  stock  certificate  for the  shares  acquired  pursuant  to the  completed
subscription  agreement is received by the participant.  At least once each year
the Company will provide each  participant  an accounting  of the  participant's
accounts and sub-accounts, if any.

<PAGE>

         6. Temporary  Absence from Work. If a participant  is  temporarily  not
receiving  pay checks from the  Company,  whether due to a  short-term  leave of
absence, temporary layoff or temporary disability or other reason as approved by
the Administration  Committee,  the participant may make regular payments to the
Company to continue his or her  subscription.  Such payments must be in the same
amount as was being  deducted  from the  participant's  pay check  prior to such
temporary absence and must be received on or before the Company's normal payday.
Payments may be made for a period of up to three months after the effective date
of such temporary absence.  If the participant elects not to make such payments,
the participant's outstanding subscriptions will be terminated,  and the balance
of the participant's  subscription  account shall be refunded by the Company. If
the  participant  elects to make such  payments and stops  making such  payments
before  returning  to work or fails to return to work within three  months,  the
participant's  outstanding subscriptions will be terminated after receipt of the
last payment, and the balance of the participant's subscription account shall be
refunded by the Company. If the participant returns to work within three months,
payroll deductions automatically shall be resumed for all subscriptions.

     7.  Amendments:  Delegation of Duties.  These rules and  regulations may be
amended  from  time  to  time  by  the  Administration  Committee  in  its  sole
discretion.  The  Administration  Committee  may  delegate  any of its duties or
responsibilities  under these rules and  regulations,  other than  amending such
rules and regulations  from time to time, to an appropriate  officer or employee
of the Company.

<PAGE>

                                                To be completed by Company only:
                                                   Subscription Date __________
                                  Subscription Change Effective Date __________

                IRREVOCABLE SUBSCRIPTION/SUBSCRIPTION CHANGE FORM
               EDITEK, INC. QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

Name: ____________________________  Social Security Number:
Address: __________________________ Date of Birth:
__________________________________  Telephone Number:
Subscription:

         I hereby  subscribe  to purchase  ______  shares (the  "Shares") of the
common stock,  $0.15 par value per share (the "Common Stock"),  of EDITEK,  Inc.
(the "Company")  pursuant to the EDITEK,  Inc. qualified Employee Stock Purchase
Plan (the "Plan"),  the terms of which are incorporated  herein by reference.  I
hereby waive my right to increase,  decrease or cease payroll  deductions except
pursuant to another irrevocable  election six months in advance of the effective
date of any such  election.  Beginning  with the  first  pay  period on or after
______________,  or as  soon as  administratively  practicable  thereafter,  the
Company is authorized to withhold  ________  percent of my salary,  or $________
per pay  period,  to pay for the Shares at the  "subscription  price"  until the
Shares  are  fully  paid  for  or  until  I  otherwise  change  or  cancel  this
subscription by another irrevocable  election.  The "subscription price" for the
Shares will be equal to 85% of the fair market  value of the Common Stock of the
Company on the date of receipt of this form by the Company.  Notwithstanding the
accumulation  of a  sufficient  amount in my  subscription  account to acquire a
100-share unit as provided in the Plan,  please defer the initial  purchase date
of any of the Shares until the first pay period occurring six months and one day
after the date of receipt of this subscription  form. If joint owner information
is provided  below,  I hereby  request that the Shares be issued in the names of
such joint owner and myself, as joint tenants with rights of survivorship.


       (Signature of Participant)                  (Signature of Joint Owner)

          (Date)                                      (Print Name)

Subscription Change:

         Effective as of the first pay period  occurring  six months and one day
after the date of receipt of this subscription change form, I hereby irrevocably
change  the  percentage  of my salary to be  withheld  to  purchase  the  Shares
subscribed for by me on or about to ___ percent of my salary, or $______ per pay
period.  I understand  that all the terms and  conditions  evidenced by my prior
subscription  form,  other than the  amount to be  withheld  from my pay,  shall
remain unchanged.


                           (Signature)

                           (Date)

To be completed by Company only:

Date of receipt of subscription/subscription change      ACCEPTED AND AGREED TO:
form: 

Closing price of Common Stock on subscription date:       EDITEK, Inc.

Aggregate number of shares of Common Stock subscribed     By:
for by participant (including this subscription) as of
subscription date:                                        Title:

Estimated number of pay periods to complete               Date:
subscription (may not exceed 24 months from
date of receipt of original subscription form):

Aggregate   percentage  of  salary  withheld  by  participant   (including  this
subscription) as of subscription or subscription change date:

Aggregate  dollar amount of shares of Common Stock subscribed for by participant
(based on subscription date fair market value; may not exceed $25,000):

If number of shares  subscribed for is decreased,  revised number of pay periods
to  complete  subscription  (may not  exceed 24 months  from date of  receipt of
related subscription form):

<PAGE>
                                            To be completed by Company only:
                                            Subscription Date __________
                                            Subscription Change Effective Date

                           IRREVOCABLE WITHDRAWAL FORM
               EDITEK, INC. QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

Name: ____________________________  Social Security Number:
Address: __________________________ Date of Birth:
__________________________________  Telephone Number:

Decrease/Withdraw Prior Subscription:

         With regard to my  subscription  dated  ____________  to  purchase  the
Common Stock of EDITEK,  Inc. pursuant to the Qualified  Employee Stock Purchase
Plan (the "Plan"), I hereby:

         ____     Decrease the number of shares subscribed for to ____________ 
                  shares; or
         ____     Withdraw the entire unpaid subscription.

         If I am decreasing the number of shares  subscribed for, the percentage
of my salary  withheld to pay for the  reduced  number of shares will not change
unless a new percentage is specified by me herein. New percentage: _______

         This decrease/withdrawal shall be irrevocable and shall be effective as
of the first pay period  occurring  six months and one day after  receipt of the
withdrawal form by the Company.

                                            PARTICIPANT:


                                            (Signature)

                                            (Date)



Withdraw All Prior Subscriptions:

         I hereby  withdraw all of my outstanding  subscriptions  under the Plan
effective  as of the first pay  period  occurring  six  months and one day after
receipt of the withdrawal form by the Company.

                                            PARTICIPANT:

                                            (Signature)

                                            (Date)


To be completed by Company only:

Date of receipt of withdrawal form:

Date of receipt of related subscription form(s):

Number of shares originally subscribed for:

If number of shares  subscribed for is decreased,  revised number of pay periods
to  complete  subscription  (may not  exceed 24 months  from date of  receipt of
related subscription form):
[{"type": "S-8", "sequence": "1", "description": "EDITEK, INC. FORM S-8", "secsgml_size_bytes": 77601}]
{"company-data": {"conformed-name": "EDITEK INC", "cik": "0000739944", "assigned-sic": "2835", "irs-number": "953863205", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24371", "film-number": "97573366"}, "business-address": {"street1": "1238 ANTHONY RD", "city": "BURLINGTON", "state": "NC", "zip": "27215", "phone": "9102266311"}, "mail-address": {"street1": "1238 ANOTHNY ROAD", "city": "BURLINGTON", "state": "NC", "zip": "27215"}, "former-company": {"former-conformed-name": "ENVIRONMENTAL DIAGNOSTICS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission

                                  April 1, 1997

                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

     Delaware                                             95-3863205
    (State or other jurisdiction                         (I.R.S. Employer
    of incorporation or organization)                    Identification No.)

    1238 Anthony Road
    Burlington, North Carolina                                 27215
   (Address of Principal Executive Offices)                   (Zip Code)

                                  EDITEK, INC.
                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

       Peter J. Heath, Esq.                                 Copy to:

       Vice President of Finance                   Robert R. Ribeiro, Esq.
          and Chief Financial Officer              Popham, Haik Schnobrich &
       1238 Anthony Road                              Kaufman, Ltd.
       Burlington, North Carolina  27215           222 South Ninth Street
      (Name and address of agent for service)     Minneapolis, Minnesota 55402

      (910) 226-6311
     (Telephone number, including area code, of agent for service)

Approximate  date of commencement  of proposed sale to the public:  from time to
time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed maximum  Proposed maximum     Amount of 
Title of securities  Amount to        offering price    aggregate offering   registration 
to be registered     be registered    per share(l)      price                fee  (2)
Common Stock,        350,000           $0.4375          $153,125             $100
$.15 par value
(1)      Pursuant to Rule 457(h) under the  Securities  Act of 1933,  as amended
         (the "Act"), based on the per share prices at which the options granted
         under the Plan may be exercised.

(2)      Pursuant to Section 6(b) of the Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following  documents of EDITEK,  Inc. ("EDITEK" or the "Company") which have
been filed with the Securities and Exchange  Commission are hereby  incorporated
by reference in this Registration Statement:

(a)      the Company's Annual Report on Form 10-K for the year ended December 
         31, 1996;

(b)      all other reports filed by Editek pursuant to Sections 13 or 15(d) of 
         the Exchange Act since December 31, 1996;

(c)      the Company's Registration Statement on Form S-3, as amended, as filed 
         with the Securities Exchange Commission as Commission File No. 
         333-18547;

(d)      the  description  of EDITEK's  Common Stock and Common  Stock  Purchase
         Rights  contained in any  Registration  Statement of the Company  filed
         under  the  Exchange  Act and any  amendment  or  report  filed for the
         purpose of updating any such description.

All documents  filed by the Company  pursuant to Sections 13, 14 or 15(d) of the
Exchange Act subsequent to 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 into this  Registration
Statement  and to be a part hereof from the  respective  dates of filing of such
documents.  Any statement contained herein or in a document all or part of which
is 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 subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes  such statement.  Any such statement 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

The Bylaws of the Company provide that the Company shall indemnify the directors
and officers of the Company  against  liability (and expenses  related  thereto)
arising out of their status as directors and officers to the extent permitted by
law. Additionally certain mandatory  indemnification  rights are available under
the Delaware  General  Corporation Law ("DGCL") to officers and directors to the
extent they are successful in the defense of any proceeding to which they were a
party by virtue of their position as a director or officer.

Further,  as permitted by the DGCL,  the  Certificate  of  Incorporation  of the
Company  includes a provision  limiting the personal  liability of its directors
for  monetary  damages for certain  breaches of their duties as directors to the
extent  permitted  under the DGCL.  The Company also  maintains a directors' and
officers' liability policy which insures such person against claims arising form
certain acts or decisions by them in their  capacities as directors and officers
of the  Company,  subject to  certain  exclusions  and  deductible  and  maximum
amounts.

In  addition  to such  other  rights  of  indemnification  as they  may  have as
directors or as members of a committee of directors,  the Company's  Amended and
Restated Equity Compensation Plan and Amended and Restated Stock Option Plan for
Non-Employee  Directors provide for indemnification for certain of the Company's
directors  for  liabilities  arising in  connection  with their actions taken as
members of the committees administering such plans.

Such limitation of liability pursuant to state law does not affect liability, if
any,   arising  under  the  federal   securities  laws.   Further,   insofar  as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to directors, officers and controlling persons of the Company pursuant
to contractual 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  Securities  Act and is,  therefore
unenforceable.
EDITEK  also  maintains  an  insurance  policy or  policies to assist in funding
indemnification of directors and officers for certain liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.  EXHIBITS

Exhibit
Number            Description

3.(ii)            Bylaws of EDITEK, Inc., as amended to date.

4.1               Restated Certificate of Incorporation of EDITEK, Inc., 
                  as amended to date.

5.1               Opinion of Popham, Haik, Schnobrich & Kaufman, Ltd.

23.1              Consent of Popham, Haik, Schnobrich & Kaufman, Ltd (included 
                  in Exhibit 5.1).

23.2              Consent of Ernst & Young LLP, independent public accountants.

ITEM 9.  UNDERTAKINGS

A.       Post-Effective Amendments

The Company hereby undertakes:

(l)      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,  represent  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) under the Securities Act if,
in the  aggregate,  the changes in volume and price  represent no more than a 20
percent  change  in  the  maximum  aggregate-offering  price  set  forth  in the
"Calculation of Registration Fee" table in the effective Registration Statement;
and

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

PROVIDED,  HOWEVER,  that  subparagraphs  (i) and (ii) above do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company 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.

B.       Subsequent Documents Incorporated by Reference

The Company hereby  undertakes  that, for 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 15(d) of the Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

C.       Claims for Indemnification

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors,  officers,  and  controlling  persons of the
Company 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
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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 of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Burlington,  State of North  Carolina,  on April 1,
1997.

                                    EDITEK, INC.

                                    By   /s/  Harry G. McCoy, Pharm. D.
                                         Harry G. McCoy, Pharm. D.
                                         President and Chairman of the Board

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.

By       /s/  Harry G. McCoy, Pharm. D.                    Dated: April 1, 1997
         ------------------------------
         Harry G. McCoy, Pharm. D.
         President and Chairman of the Board

By       /s/  Richard J. Braun                             Dated: April 1, 1997
         ---------------------
         Richard J. Braun
         Chief Executive Officer

By       /s/ Peter J. Heath                                Dated: April 1, 1997
         ------------------
         Peter J. Heath
         Vice President of Finance and C.F.O.
         (principal accounting officer)

By       /s/ Samuel C. Powell, Ph.D.                       Dated: April 1, 1997
         ---------------------------
         Samuel C. Powell, Ph.D.
         Director

By       /s/ Louis Perlman                                 Dated: April 1, 1997
         -----------------
         Louis Perlman
         Director
By                                                        Dated: April __, 1997
         ----------------------------------
         Alex Bistricer
         Director

By                                                        Dated: April __, 1997
         -----------------------------------
         David Bistricer
         Director

By       /s/ James W. Hansen                              Dated: April 1, 1997
         James W. Hansen
         Director

By       /s/ Miles E. Efron                               Dated: April 1, 1997
         Miles E. Efron
         Director
EXHIBIT INDEX

Exhibit
Number            Description

3.(ii)            Bylaws of EDITEK, Inc., as amended to date.

4.1               Certificate of Incorporation of EDITEK, Inc., as amended to 
                  date.

5.1               Opinion of Popham, Haik, Schnobrich & Kaufman, Ltd.

23.1              Consent of Popham, Haik, Schnobrich & Kaufman, Ltd (included 
                  in Exhibit 5.1).

23.2              Consent of Ernst & Young LLP, independent public accountants.
This document constitutes part of a prospectus concerning
     securities that have been registered under the Securities Act of 1933.

                                   PROSPECTUS

                                  EDITEK, INC.

                                 350,000 Shares

                     Common Stock, $0.15 Par Value Per Share

                                  Offered Under

                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                                       OF
                                  EDITEK, INC.
                                1238 ANTHONY ROAD
                        BURLINGTON, NORTH CAROLINA 27215
                                  910-226-6311

THE  SHARES  OFFERED BY THIS  PROSPECTUS  WILL BE SOLD  UNDER THE  EDITEK,  INC.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN AS DESCRIBED HEREIN. PARTICIPATION IN THE
PLAN IS OFFERED AS SET FORTH HEREIN TO ELIGIBLE EMPLOYEES OF EDITEK, INC.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION. NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES  COMMISSION  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                      The date of this Prospectus is April 1, 1997.
TABLE OF CONTENTS

AVAILABLE INFORMATION....................................................    3

INTRODUCTION...............................................................  5

QUALIFIED EMPLOYEE STOCK PURCHASE PLAN.....................................  5
         Description of Plan...............................................  5
         Federal Income Tax Consequences...................................  9
         Resale Restrictions............................................    10

COMPANY INFORMATION........................................................ 11

QUALIFIED EMPLOYEE STOCK PURCHASE PLAN EMPLOYEE INFORMATION
SHEET ..................................................................    13

RULES AND REGULATIONS OF THE ADMINISTRATION COMMITTEE...................... 17
AVAILABLE INFORMATION

         EDITEK,   Inc.  (the   "Company")  is  subject  to  the   informational
requirements of the Securities  Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith files reports,  proxy statements and other information with
the  Securities  and Exchange  Commission  (the  "Commission").  Reports,  proxy
statements  and other  information  filed by the  Company can be  inspected  and
copied at the  public  reference  facilities  maintained  by the  Commission  at
Judiciary  Plaza,  450 Fifth Street,  N.W.,  Washington,  D.C.  20549 and at its
Regional  Offices  located at 75 Park Place,  New York, New York 10007,  and the
John C.  Kluczynski  Federal  Building,  230  South  Dearborn  Street,  Chicago,
Illinois  60604.  Copies  of such  material  can be  obtained  from  the  Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,  N.W.,
Washington,  D.C.  20549 upon  request and payment of the  prescribed  fee.  The
Commission  maintains a web site that contains  reports,  proxy and  information
statements, and other information regarding issues that are filed electronically
with the Commission. The address of the web site is HTTP://WWW.SEC.GOV.

         The  Company's  Common Stock is listed on the American  Stock  Exchange
(the "AMEX"),  and reports,  proxy statements and other information filed by the
Company can be inspected at such exchange, 86 Trinity Place, New York, NY 10006.

         The  Company  has filed with the  Commission  in  Washington,  D.C.,  a
Registration  Statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  with respect to the registration of the securities  offered
hereby.  This  Prospectus  omits  certain of the  information  contained  in the
Registration Statement. Statements contained herein concerning the provisions of
any documents are not necessarily  complete and, in each instance,  reference is
made to the  copy of such  document  filed  as an  exhibit  to the  Registration
Statement.  Each such statement is qualified in its entirety by such  reference.
Items  of  Information  omitted  from  this  Prospectus  but  contained  in  the
Registration  Statement may be obtained from the Commission at Judiciary  Plaza,
450 Fifth Street, N.W., Washington,  D.C. 20549, upon request and payment of the
prescribed fee.
NO PERSON HAS BEEN  AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS  OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH  THE  OFFER  MADE  HEREBY,  AND,  IF GIVEN OR  MADE,  SUCH  INFORMATION  OR
REPRESENTATIONS  MUST  NOT BE  RELIED  UPON AS  HAVING  BEEN  AUTHORIZED  BY THE
COMPANY.  THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE IN WHICH
AN OFFER OR  SOLICITATION  IS NOT  AUTHORIZED BY THE LAWS  THEREOF.  NEITHER THE
DELIVERY  OF THIS  PROSPECTUS  NOR ANY  SALES  MADE  HEREUNDER  SHALL  UNDER ANY
CIRCUMSTANCES  CREATE  ANY  IMPLICATION  THAT  THERE  HAS BEEN NO  CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

     Statements and descriptions herein concerning agreements or other documents
filed as exhibits to the  registration  statement  filed in connection with this
Prospectus  are  necessarily  summaries of such  documents  and are qualified in
their  entirety by  reference to the complete  text of the  applicable  document
filed with the  Commission,  which text is  incorporated  in this  Prospectus by
references to such agreements or documents.
INTRODUCTION

         This  document  and the  documents  incorporated  herein  by  reference
constitute  the  Prospectus  for the 350,000  shares of Common Stock,  $0.15 par
value per share (the "Stock") of EDITEK,  Inc. (the  "Company")  registered with
the Securities and Exchange  Commission  (the "SEC") under the Securities Act of
1933, as amended (the  "Securities  Act"), and are the remaining shares reserved
for issuance under the EDITEK,  Inc. Qualified Employee Stock Purchase Plan (the
"Plan").  The Plan was  originally  adopted  by the  Board of  Directors  of the
Company on March 13, 1986, and was approved by the  stockholders  of the Company
and became effective on September 11, 1986. The Plan was amended by the Board of
Directors  on July 30,  1993,  subject to  approval of the  stockholders  of the
Company,  which  approval  was  obtained  at  the  1993  annual  meeting  of the
stockholders  held on October 26, 1993, and such amendments  became effective as
of that date. The Plan was further amended by the Board of Directors to increase
the number of shares of Common Stock subject to the Plan from 150,000 to 500,000
shares, subject to approval of the Stockholders of the Company. The stockholders
approved the amendment at the Annual  Meeting held on December 20, 1996, and the
amendment became effective as of that date.

                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

         Pursuant to the Qualified  Employee  Stock  Purchase Plan (the "Plan"),
eligible  employees of the Company are given an  opportunity  to acquire  Common
Stock of the Company (the "Stock") up to a maximum  amount per employee  through
payroll deductions.

Description of Plan

         The  following  description  of the Plan is merely a summary of some of
the  terms  and  provisions  of the  Plan,  is  not  intended  to be a  complete
description  of the Plan,  and is  qualified in its entirety by reference to the
full text of the Plan, a copy of which may be obtained by a participant, without
charge, upon written or oral request.  Copies of the Plan, as well as additional
information  about the Plan and the  administrators of the Plan, may be obtained
by contacting the Chief  Financial  Officer's  Department,  EDITEK,  Inc.,  1238
Anthony Rd., Burlington, North Carolina 27215, telephone (919) 226-6311.

         The Plan is not  generally  subject to the  provisions  of the Employee
Retirement  Income  Security Act of 1974, as amended  ("ERISA"),  except for the
application of certain  simplified  reporting and disclosure  requirements under
ERISA.  The Plan is not a  qualified  plan  under  Section  401 of the  Internal
Revenue Code of 1986, as amended (the "Code").

         Nature and  Purpose.  The Plan allows  eligible  employees  to purchase
shares of the Common Stock of the Company through payroll  deductions at a price
equal to 85% of the lesser of the fair market  value of the stock on the date of
the Company's receipt of the subscription or the date of the employee's exercise
of the right to purchase  such  shares.  The maximum  number of shares that each
eligible  employee  may  subscribe  for under the Plan  shall be subject to such
limitations  as  from  time  to  time  are  established  by  the  Administration
Committee,  which  limitations  shall  apply  equally to all  participants.  The
receipt  of an  approved  subscription  form by the  Company  from  an  eligible
employee  shall  be  treated  as the  grant of a right to  purchase  the  shares
subscribed  for,  and the  accrual  of a  sufficient  amount in such  employee's
account to acquire a minimum  of 100 shares of stock at the  subscription  price
shall be treated as the exercise of such purchase right.

         The Plan is  designed  to attract and retain  competent  personnel,  to
allow the Company to compete with other companies with respect to  compensation,
to motivate  Company  employees to use their best efforts for the benefit of the
Company,  and to provide  employees  an  opportunity  to  acquire a  proprietary
interest in the Company, thereby encouraging the promotion of the Company's best
interests and giving the employees an  opportunity  to share in future growth of
the Company.

         Administration.   The  Plan  is   administered   by  a  committee  (the
"Administration  Committee") appointed by the Board of Directors of the Company,
who serve at the  discretion  of the  Board.  The  Administration  Committee  is
comprised of two or more non-employee directors. The members of the Stock Option
Committee  are deemed to be the members of the  Administration  Committee  until
otherwise  designated by the Board. The members of the Administration  Committee
shall  serve  until  their  successors  have been  appointed  by the Board.  The
Administration  Committee has the exclusive right to interpret,  prescribe rules
and  regulations  for, and  administer the Plan. In the event there is no market
for the Stock, the Administration  Committee may determine the fair market value
of the Stock for purposes of the Plan.  Also, the committee shall be entitled to
reduce  employee's  subscriptions in excess of prescribed  amounts under certain
circumstances.  The  Plan  grants  the  Administration  Committee  authority  to
establish procedures and limitations regarding such provisions.

         Eligibility.  The Plan  provides  that all  eligible  employees  of the
Company, and of any subsidiaries designated by the Administration Committee, may
subscribe to acquire a maximum  number of shares under the Plan as determined by
the Administration  Committee.  All regularly scheduled employees of the Company
who work for more than twenty hours per week and five months per  calendar  year
are eligible to  participate.  Thus,  executive  officers of the Company meeting
such  requirements are eligible to participate under the Plan. The Plan provides
that all  employees  granted  subscriptions  under the Plan  shall have the same
rights and privileges thereunder, subject to the provisions of state and federal
securities laws which may affect any employee considered to be an insider of the
Company.  The Plan allows for broad-based  employee  participation  and does not
discriminate in favor of highly compensated employees.

         Securities  to be Offered.  The Company is  authorized to issue 500,000
shares of Stock under the  Qualified  Plan.  The Stock subject to an award under
the Plan will be made  available  from the  authorized and unissued Stock of the
Company.

         Subscription  Count.  The Plan  provides  that each  employee  shall be
entitled to purchase  during his lifetime a maximum number of shares pursuant to
the Plan. The  Administration  Committee  shall  establish from time to time the
maximum  number of shares that may be acquired by any  employee  under the Plan,
and such maximum shall apply equally to all eligible employees.  The Plan allows
an  employee  to  subscribe  for less than the  maximum  number  of  shares  and
subsequently  subscribe for  additional  shares until he has  subscribed for the
maximum number of shares permitted.  Each new subscription  shall be treated for
all  purposes  under the Plan as a  separate  grant of a right to  purchase  the
number of shares indicated on the  subscription  form.  However,  in order to be
able to subscribe  for  additional  shares,  an employee  must wait at least six
months from the date of the employee's last  subscription,  or three months from
the date of the withdrawal of a prior  subscription,  or until all subscriptions
outstanding to acquire shares under the Plan have been paid in full.

         Subscription  Price/Purchase  Price. The  subscription  price for Stock
acquired  under the Plan is 85% of the fair market value of the Stock on the day
the executed  subscription  form is received by the Company.  The purchase price
for shares of Stock is the lesser of the  subscription  price or 85% of the fair
market value on the day the right to purchase is exercised.  Thus,  the purchase
price may be different  for each 100 share unit  purchased  pursuant to the same
subscription  form.  The fair market value of the Stock on a given date is based
upon  various  possible  markets for the Stock.  The Plan  includes  methods for
determining  the fair  market  value of the Stock if it is traded on a  national
securities  exchange,  quoted on the National  Association of Securities  Dealer
Automated  Quotation  ("Nasdaq")  System or  otherwise  in the  over-the-counter
market,  or if it is not  traded  or quoted at such  time.  Generally,  the fair
market  value  shall be based upon the last sales  price of the Stock on a given
date if a minimum of 100 shares are sold on such date,  or if no shares are sold
on such  date,  based upon the  average of the high bid and low asked  prices on
such date, or if no prices are available on such date, based upon the last sales
price of the Stock on the last prior date on which a minimum of 100 shares  were
sold.  If the Stock is not traded on an  exchange  or quoted by Nasdaq or in the
over-the-counter  market,  then the  Administration  Committee  is  permitted to
determine in good faith the fair market value by any appropriate method.

         Limitations on Subscriptions.  Employees who own stock possessing 5% or
more of the total combined  voting power or value of all classes of stock of the
Company are not  eligible to  subscribe  for Stock under the Plan.  Further,  no
employee may subscribe to purchase  Stock under all stock  purchase plans of the
Company at a rate which  exceeds  $25,000 of fair market value of such stock for
any calendar year in which such  subscription is outstanding under the Plan. The
Plan provides  that, in the event that an employee's  subscription  rate exceeds
$25,000 as provided  above,  the  Administration  Committee shall be entitled to
reduce the subscription  amount so that the employee's  rights under the Plan do
not accrue at a rate which exceeds $25,000 per calendar year.

         Payroll Deductions.  The subscription price under the Plan must be paid
by payroll  deduction  from the  employee's  compensation.  The Plan  allows the
Administration  Committee  to establish  procedures  and  limitations  regarding
payroll deductions;  provided, however, that no payment period may be structured
so  that  the  date  of  exercise  of the  purchase  rights  exceeds  more  than
twenty-seven (27) months from the date of grant of the purchase rights.  Payroll
deductions shall begin when specified by the employee in the  subscription  form
or as soon as practicable thereafter but in no event later than two months after
the date specified by the employee.

         Issuance of Stock.  The Stock will only be issued by the  Company  when
the employee has completed  paying for at least 100 shares (or any lesser amount
of shares under  subscription) at the subscription  price. If the purchase price
is less than the  subscription  price,  the  employee  shall not be  entitled to
acquire more shares than that number for which he subscribed.  Any excess amount
shall be applied to the  purchase of  additional  shares under  subscription  or
returned if no additional shares are then under subscription. The employee shall
not be deemed  to own the  stock  subscribed  for  until  issuance  of the stock
certificate   representing  such  shares.  The  employee  has  no  rights  as  a
shareholder with respect to such shares until such issuance.
Withdrawal of  Subscription.  An employee may withdraw his subscription
at any time for any  shares  for which the  right to  purchase  has not yet been
exercised  and receive a refund of the balance in his  account.  An employee who
withdraws  a  subscription,  however,  shall not be entitled  to  subscribe  for
additional  shares  until  at  least  three  (3)  months  after  the  last  such
withdrawal.

         Termination  of  Employment.   Upon   termination  of  a  participating
employee's services because of death,  permanent disability or retirement at age
55 or thereafter,  the employee (or his estate) may prepay any  subscription for
Stock within three (3) months thereafter in the case of permanent  disability or
retirement, or within twelve (12) months thereafter in the case of death. If the
participating  employee's  services are  terminated  for any other  reason,  the
employee will not be entitled to prepay the subscription for Stock but will only
be entitled to receive back the balance of his subscription account.

         Transferability.  Neither the right of an  employee to purchase  shares
under the Plan, nor the employee's  account  balance,  may be transferred by the
employee by way of assignment, pledge or otherwise, except that, in the event of
death of the  employee,  such rights may be  transferred  by will or the laws of
descent and distribution.

         Termination of Plan.  The Plan became  effective on September 11, 1986,
following  its approval by the  stockholders  of the  Company,  and the Plan was
amended  effective  October 26,  1993.  The Plan is  perpetual in nature but the
Board  may  terminate  the Plan at any time and may  amend the Plan from time to
time,  subject to any  approval of the  stockholders  of the Company that may be
required in order that the Plan shall  continue to qualify  under Section 423 of
the Code. Upon  termination of the Plan,  participating  employees shall, at the
discretion of the Board, either be permitted to complete unpaid subscriptions in
a manner  determined  by the  Administration  Committee  or shall be entitled to
receive the balance in their subscription  account in satisfaction of all rights
under the Plan.

     Reports of Account  Status.  Upon request of the  participant,  the Company
shall  provide  a  report  of the  amount  in and  status  of the  participant's
subscription account.

         Interpretation of Plan. The Plan is intended, and shall be interpreted,
to meet and comply with all the  requirements  of Section  423 of the Code,  and
related provisions.

Federal Income Tax Consequences

         The Plan is  intended  to provide  employees  with the  opportunity  to
receive  the  special tax  treatment  afforded  by Section  423 of the  Internal
Revenue Code. The following discussion of the federal income tax consequences of
the Plan is intended  only as a summary of the federal  income tax  treatment of
Section 423 stock as of the date of this Prospectus. The federal income tax laws
pertaining to the Plan are highly technical, and such laws are subject to change
at any  time.  Some  variations  on the  federal  income  tax  effects  of  Plan
participation described below may occur with respect to participation by persons
subject to Section 16(b) of the Exchange Act of 1934, as amended (the  "Exchange
Act").  Participants  under the Plan are  urged to  consult  with  their own tax
advisors with respect to the tax  consequences  (including those under state and
local tax laws) associated with participation under the Plan.
Under existing law, the following description  summarizes the principal
Federal  Income Tax  Consequences  of the purchase and  disposition of shares of
Stock under the Plan.

         Purchase of Shares. An employee does not realize,  and does not have to
report any income for the year in which he  subscribes  for,  or for the year in
which he pays for Stock under the Plan,  even though the  purchase  price is the
lesser of 85% of the fair  market  value of the  Stock on the date the  employee
subscribes, or on the date the right to purchase is exercised.

         Disposition  of  Shares.  Section  423 of  the  Internal  Revenue  Code
establishes a holding  period that is important in  determining  how any gain on
disposition  of  shares  acquired  under  the  Plan  is to be  taxed.  The  term
"disposition" generally includes every sale, exchange, gift or transfer of legal
title except  transfers made as the result of an employee's  death.  The holding
period  provided  under Section 423 is the later of two (2) years after the date
the  employee  subscribed  or twelve (12)  months  after the date the shares are
transferred  to him. An employee  may have a different  holding  period for each
100-share unit of Stock acquired under the Plan.

         The  issuance of shares of Stock in the joint names of an employee  and
another person is not considered a disposition.  Similarly,  the issue of shares
in an employee's name and the subsequent  transfer of such shares into the joint
names of the employee and another person does not constitute a disposition.

         Sale After End of Holding  Period.  When an employee sells shares after
the specified  holding period,  the employee is required to report the following
on the Federal Income Tax Return for the year in which the sale occurs:

     Ordinary Income:  The employee must report ordinary income in the amount of
the lesser of:

     (1)  15% of  the  fair  market  value  of the  Stock  on  the  date  of the
subscription,  or on the date of purchase, whichever is lower, or 

     (2) any  excess of the fair  market  value of the Stock on the date of sale
over the purchase price.

If the  employee's  purchase  price exceeds the fair market value on the date of
sale, no amount is reported as ordinary income.

         Capital Gain or Loss: If the fair market value of the Stock on the date
of sale exceeds the lesser of the fair market value on the date of  subscription
or the date of purchase,  the employee  must report the amount of such excess as
long-term  capital gain.  On the other hand,  if the purchase  price exceeds the
fair market value on the date of sale, such excess is a long-term capital loss.

         Sale Before End of Holding Period.  When an employee sells shares prior
to the end of the specified  holding period,  the employee is required to report
the  following  on the Federal  Income Tax Return for the year in which the sale
occurs:
Ordinary Income: The employee must report the excess of the fair market
value of the Stock on the date of exercise over the employee's purchase price as
ordinary income.  The "date of exercise" is the date when an employee's  account
is  credited  with  sufficient  funds to  purchase  100 shares of Stock (or such
lesser  number as remain  under a  subscription  agreement).  Consequently,  the
employee will normally have a different date of exercise for each 100-share unit
of Stock issued under the Plan.

         Capital Gain or Loss: If the fair market value of the Stock on the date
of sale  exceeds the fair market value on the date the  employee  exercised  the
right to receive  such shares,  the employee  must report such excess as capital
gain.  On the  other  hand,  if the fair  market  value on the date of  exercise
exceeds the fair market  value on the date of sale,  the employee may report the
amount of such excess as capital  loss.  Any such  capital  gain or loss will be
long-term  capital  gain or loss if the Stock is sold  more than six (6)  months
after the date of exercise,  but will be short-term  capital gain or loss if the
Stock is sold within six (6) months after the date of exercise.

         In the case of a disposition  before the end of the holding period, the
Company  receives  a tax  deduction  equal  to the  amount  of  ordinary  income
recognized by the employee.

         THE FOREGOING  DESCRIPTION OF TAX  CONSEQUENCES  IS PROVIDED SOLELY FOR
THE  INFORMATION  OF PERSONS WHO ARE ELIGIBLE TO  PARTICIPATE IN THE PLAN AND IS
NOT  INTENDED TO BE A COMPLETE  DESCRIPTION  OF ALL  POSSIBLE  TAX  CONSEQUENCES
ARISING OUT OF THE PLAN. FURTHERMORE, THE FOREGOING DISCUSSION IS LIMITED TO THE
IMPACT OF THE INTERNAL  REVENUE CODE AS IN EFFECT ON THE DATE OF THIS PROSPECTUS
UPON U.S.  CITIZENS  RESIDING  IN THE  UNITED  STATES.  ANY  PERSON  WHO HAS ANY
QUESTION AS TO THE FEDERAL,  STATE,  AND OTHER TAX CONSEQUENCES OF PARTICIPATION
IN THE PLAN SHOULD CONSULT LEGAL COUNSEL.

Resale Restrictions

         Participants   under  the  Plan  may  be   restricted   under   certain
circumstances  in their ability to resell  shares of Stock  purchased or awarded
under  the Plan.  These  resale  restrictions  may be  imposed  by virtue of the
provisions of the Plan and the applicable  award agreement and/or by application
of the federal and state securities laws.

         Plan Restrictions. Although a participant may not transfer the right to
purchase shares under the Plan nor the account  balance,  transfer of the shares
of Stock acquired under the Plan is not restricted by the Plan itself.  However,
a transfer  before  expiration of the applicable  holding period will invalidate
the special tax treatment afforded by Section 423 of the Code.

         Securities Law Restrictions. In addition to resale restrictions imposed
by the Code,  additional  resale  restrictions  may be  imposed by virtue of the
applicable   securities  laws.  The  following   discussion  of  securities  law
restrictions placed upon resale of shares of Stock acquired pursuant to the Plan
assumes that any applicable  resale  restrictions  imposed  pursuant to the Code
have lapsed, expired, or have been satisfied.

         Participants   under  the  Plan  and  their  transferees  who  are  not
"affiliates"  of the Company,  as defined in Rule 405 under the Securities  Act,
may from time to time sell the Stock  acquired  pursuant  to a stock award under
the Plan or purchased  pursuant to the exercise of stock  options  granted under
the Plan. Such sales shall be at prices prevailing at the time of sale, with the
participants or their  transferees  paying brokerage  commissions and applicable
transfer  taxes  or  such  shares  may be  sold in  negotiated  transactions  or
otherwise.

         The  Securities  Act imposes  certain  restrictions  on the reoffer and
resale  of the  Stock  acquired  pursuant  to the  Plan by  "affiliates"  of the
Company. "Affiliates" of the Company generally include the directors and certain
officers  of the  company  and any  holder of more than 10% of the  Stock.  This
Prospectus  is not  available  for  reoffers  or resales  of the Stock  acquired
hereunder by persons deemed to be "affiliates" of the Company, and such reoffers
or resales  may be made only  pursuant  to a  Registration  Statement  under the
Securities Act or pursuant to Rule 144  promulgated  under the Securities Act or
another exemption from registration thereunder.

         The  directors  and  certain  officers of the Company and any holder of
more  than 10% of the  Stock may also be  liable  to the  Company,  pursuant  to
Section  16(b) of the Exchange  Act, for amounts  realized upon the purchase and
sale or sale and  purchase of any shares of the Stock  within any period of less
than six  months.  The grant of the right to  purchase  Stock  under the Plan is
deemed the "purchase" of the Stock for purchases of Section 16(b) liability, and
this "purchase" will be exempt from Section 16(b) liability, and this "purchase"
will be exempt  from  Section  16(b)  liability  to the extent  the  transaction
satisfies the requirements of Rule 16b-3 at the time. Persons subject to Section
16(b) should consult  counsel for advice  regarding  these  limitations on their
purchase and sale of shares of Stock.

                               COMPANY INFORMATION

         A participant may obtain, without charge, upon written or oral request,
a copy of the following  documents,  which are incorporated by reference in this
Prospectus:

         (1) the Company's  Annual Report on Form 10-K for its fiscal year ended
December 31, 1996 filed with the SEC pursuant to Section 13 of the Exchange Act.

     (2) All other reports filed by the Company pursuant to Sections 13 or 15(d)
of the Exchange Act since December 31, 1996.

         (3) The  description  of the  Company's  Common Stock  contained in the
Company's  Registration  Statement  filed with the SEC under the  Exchange  Act,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

         (4) All other documents  subsequently  filed by the Company pursuant to
Sections  13,  14,  and  15(d) of the  Exchange  Act  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.

         Any  statement  contained in a statement  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference herein modified or superseded such statement. Any such
statement so modified or superseded  shall not be deemed to constitute a part of
this Prospectus, except as so modified or superseded.

         A participant  may also obtain,  without  charge,  upon written or oral
request, a copy of the following documents:

         (1) Any  document  prepared  by the  Company to update the  information
included in this Prospectus or incorporated herein by reference.

         (2)      Any document constituting a part of this Prospectus.

         (3) The Company's  latest annual report to shareholders  containing the
information  required by Rule  14a-3(b)  under the  Exchange  Act for its latest
fiscal year.

     (4) All reports, proxy statements,  and other communications distributed by
the Company to its shareholders generally.

     (5)  All  other  documents  required  to be  delivered  by the  Company  to
participants pursuant to Rule 428(b) under the Securities Act.

         Copies of all documents  referenced  above (other than exhibits to such
documents that are not specifically incorporated by reference in such documents)
may be obtained by contacting the Chief Financial Officer's Department,  EDITEK,
Inc.,  1238 Anthony Rd.,  Burlington,  North  Carolina  27215,  telephone  (910)
226-6311.
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                           EMPLOYEE INFORMATION SHEET

     Under the Qualified  Employee  Stock  Purchases  Plan (the "Stock  Purchase
Plan"). you can purchase EDITEK stock through convenient  paycheck deductions at
a 15% employee discount.

         The Stock Purchase Plan gives you the opportunity to enjoy ownership of
the Company's  securities by purchasing EDITEK common stock at a discount price.
The Stock  Purchase Plan can be used either as a long-term  investment  for your
future or a shorter-term  savings device with a potential for earnings.  You may
contribute a percentage of your pay through payroll deductions to purchase stock
at the lower of 85% of the market price on either the date you  subscribe or the
date the shares are purchased. Participation is voluntary, and you may subscribe
to  purchase  stock on your first  workday or any day  thereafter.  Contact  the
Company for a subscription/subscription change form.

Advantages of the Stock Purchase Plan.

         -        By purchasing EDITEK stock through the Stock Purchase Plan, 
                  you have the following advantages:

         -        The convenience of regular payroll deductions.

         -        A discount price.

         -        The lower of your subscription price or the price on your 
                  purchase date.

         -        A guaranteed subscription price for 24 months.

         -        Certain tax advantages.

         -        The elimination of any brokers' commissions which might 
                  otherwise be applied to the stock purchase.

Details of some of these advantages appear on the following pages.

The benefits and risks of owning stock.

         As you consider investing in the stock market, you should be aware that
the purchase and ownership of stock do have risks. The price of a share of stock
may go up or down,  and there is no guarantee  that you will be able to sell the
stock for more  than,  or even the same  price as, you paid for it. On the other
hand, you may be willing to accept the risks  associated  with investment in the
stock market as one method of accumulating assets over the long term.
How to buy EDITEK stock.

         You may  purchase  EDITEK stock under the Stock  Purchase  Plan through
payroll  deductions only and not by cash or check. A percentage of your earnings
is deducted from your regular paycheck over a period of time.  Signing up to buy
stock is referred to as "subscribing"  for stock.  Before deciding on the amount
of your  subscription,  you must consider the price of the stock at the time you
are subscribing and how much of your annual salary you wish to initially  commit
to this investment.

         With  the  subscription/subscription  change  form  available  from the
Company,  you have the option of listing  the stock  either in your name only or
with a joint tenant,  which essentially means that you assign equal ownership to
another person. On the death of one joint owner, the survivor becomes the owner.
Please  note that if you  designate  a joint  tenant  who is a minor,  it may be
impossible  for you to trade,  sell or transfer that stock until the minor is of
legal age or a court order is obtained.

Determining your employee subscription price.

         Your  subscription  price is  determined by taking the closing price of
EDITEK stock on the American  Stock  Exchange as on the day you  subscribe,  and
then determining 85% of that price to account for your discount.  This amount is
recorded as your subscription price.

                  Example:

                  Closing price of stock    $1.00
                  Discount                  x 85%
                  Your subscription price
                  per share (employee price) $0.85

Choosing a payroll deduction and/or number of shares.

         You may  choose  any  level of  payroll  deductions,  ranging  from one
percent to twelve percent (in whole percentage  increments) of your total annual
salary  including  commissions  but  excluding  bonuses,  to be deducted per pay
period. Each subscription must be completed within 24 months. The Stock Purchase
Plan  operates   primarily  on  the  number  of  shares  you  indicate  on  your
subscription form with a corresponding payroll deduction.

Determining your final purchase price.

         Your  actual  purchase  price  may  be  different  from  your  original
subscription price but will never exceed it. The purchase price is determined by
taking 85% of whichever is the lowest of the following:

         -        the closing price of the stock on your subscription date (the
                  "subscription price"), or
-        the closing price of the stock on the payday you actually have
                  enough money in your  account to purchase a 100-share  unit of
                  stock  (or such  lesser  amount  under  subscription)  at your
                  original subscription price (the "purchase price").

Therefore,  the price at which you purchase  shares will not  necessarily be the
price at which you subscribed,  although it never will be higher.  You must wait
until you have enough  money in your  account to  purchase a  100-share  unit of
stock (or such lesser amount under  subscription) at your original  subscription
price, even though a lower market price currently may exist.

         For example,  if your subscription  price was $1.00 and the stock price
has declined since your  subscription day, your account still must reach $100.00
($1.00  times 100  shares)  before any shares are  purchased.  The excess of the
subscription  price over the purchase  price will be applied to purchase as many
additional  shares as possible on such purchase date at the lower price. In this
manner,  the  subscription  will be completed  sooner,  but the number of shares
purchased pursuant to the subscription will not increase.  By the same token, if
on the Purchase date the stock price is higher than your subscription price, you
still will purchase the stock at the lower  subscription  price. Money left over
in your account as a result of receiving a lower purchase price will be credited
to your account and applied  toward the purchase of your  remaining  shares,  or
refunded to you upon completion of your subscription.

Stock issuance.

         Since the purchase price is not determined until a sufficient amount is
accumulated   to  purchase  a  100-share  unit  (or  such  lesser  amount  under
subscription),  your account is not charged and shares are not  purchased  until
such time.  The  payday on which this  occurs is called  your  "purchase  date."
However,  it may be several  weeks  later  before you  actually  receive a stock
certificate.

Multiple subscriptions.

         You may subscribe for additional  shares as long as you comply with the
maximum number of shares  limitation,  the maximum payroll deduction  percentage
and  the  applicable  waiting  period.  If you  currently  have  an  outstanding
subscription, you may subscribe for additional shares on the earlier of:

                  -        Immediately when you have completed paying for your 
                           existing subscription;

                  -        Six months after the date your existing subscription
                           was received by the Company; or

                  -        Three months after you cancel a prior subscription.

By  signing  up for  fewer  than the  maximum  number of shares or for a payroll
deduction  of  less  than  the  maximum   percentage,   you  may  make  multiple
subscriptions.

How to cancel a subscription.

         You may cancel any or all of your  subscriptions at any time by filling
out the proper sections of a withdrawal form available from the Company.
If you cancel your  subscription(s),  you must wait three months before
you  are  eligible  to  resubscribe  for  additional  stock.  However,  you  may
resubscribe  one day and  cancel a prior  subscription  the next day (or any day
thereafter), thereby making both transactions possible. This can be done only if
you are eligible to resubscribe.

         If you withdraw all of your subscriptions from the Stock Purchase Plan,
you should  receive a check for the full amount of your  account  within 30 days
after receipt of your withdrawal form.

What happens in case.

         If you are temporarily away from work or if you retire. become disabled
or die. your stock subscription may be continued as follows:

         If  you  go on a  leave  of  absence,  temporary  layoff  or  temporary
disability,  you may make  regular  payments to EDITEK for up to three months in
the same  amount as your stock  purchase  payroll  deduction  to  continue  your
subscription.  If you choose not to make such payments,  or if you do not return
to work after  three  months,  you will  receive a check for the balance of your
subscription account.

         If you leave the Company  because of  retirement  (on or after age 55),
permanent  disability or death,  you or your survivors have the right to buy out
and  complete  your  subscriptions  within  three  months  after  retirement  or
disability, and within 12 months in the case of death. You or your survivors may
choose,  on the other hand,  to buy only a portion of those  shares  outstanding
from your  subscriptions,  or to receive only the stock already  purchased and a
check for the balance.

         If you leave for other reasons before your  subscription is fully paid.
you will be  entitled  to  receive  only a cash  refund of the  balance  in your
account.

PLEASE REFER TO THE RULES AND  REGULATIONS OF THE  ADMINISTRATION  COMMITTEE FOR
MORE INFORMATION ABOUT THE OPERATION OF THE STOCK PURCHASE PLAN.
RULES AND REGULATIONS
                         OF THE ADMINISTRATION COMMITTEE
                              FOR THE EDITEK. INC.
                     QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

         The following  rules and  regulations are applicable to transactions in
the EDITEK,  Inc.  Qualified  Employee Stock Purchase Plan (the "Stock  Purchase
Plan"):

         1. Maximum Number of Shares.  Pursuant to Section 4.B. of the Qualified
Plan, the Administration Committee hereby establishes that the maximum number of
shares of Common Stock of EDITEK,  Inc. (the  "Company")  that each employee may
subscribe for in his or her lifetime may not exceed 5,000  shares,  which number
automatically shall be adjusted, as appropriate, in the event of any stock split
or stock dividend.  This limitation shall apply to all participants in the Stock
Purchase Plan without regard to salary levels.  If a subscription  form received
from a participant  indicates a number of shares in excess of the maximum number
of  shares  then-permitted  to  be  subscribed  for  by  such  participant,  the
subscription  form shall  automatically  be adjusted  to the  maximum  number of
shares such participant may acquire.  The Administration  Committee shall notify
the participant of the change.

         Any shares purchased  (i.e.,  fully paid for) on or before December 31,
1993,  shall  not  be  included  in  determining  whether  the  participant  has
previously  subscribed  for the  maximum  number  of  shares.  If a  participant
withdraws a  subscription  form, or the number of shares under  subscription  is
otherwise  reduced as provided  herein,  before the shares are purchased  (i.e.,
fully  paid  for),  the  participant  may  resubscribe  to  purchase  the shares
withdrawn or reduced and such shares  shall only be counted once in  determining
whether the  participant  has  previously  subscribed  for the maximum number of
shares.  If any participant  ceases to be employed by the Company for any reason
and is later reemployed by the Company,  all shares previously  purchased (i.e.,
fully  paid for) by such  participant  on or after  January  1,  1994,  shall be
included in determining  whether the participant  has previously  subscribed for
the maximum number of shares.

         The Administration Committee reserves the right to increase or decrease
the maximum number of shares at any time as it deems necessary. Unless otherwise
provided by the Administration  Committee,  in the event that the maximum number
of shares is decreased, any participant may continue to purchase shares pursuant
to a  subscription  form which has already been  received by the  Company,  even
though such purchases  would result in the  participant  purchasing an amount of
shares greater than the new maximum number of shares.

         2. Statutory  Subscription  Limitation.  As provided in Section 4.D. of
the Qualified Plan, the Administration  Committee may reduce any subscription to
the extent that any  participant  has  subscribed  to purchase  shares at a rate
which exceeds  $25,000 of fair market value of the Common Stock  (determined  on
the date the subscription  form is received by the Company) in any calendar year
that  the  subscription  is  outstanding.   This  limitation  is  determined  by
aggregating all  outstanding  subscriptions  of the participant  under the Stock
Purchase  Plan and any other stock  purchase  plan of the Company.  In the event
that  it  becomes  necessary  for  the  Administration  Committee  to  reduce  a
subscription,  the Administration  Committee will first reduce the percentage of
the  participant's  salary  which is being  deducted  to acquire  the shares and
extend the period of withholding  as necessary to permit the  acquisition of the
same number of shares for which the participant originally subscribed; provided,
however,  that no subscription period may be extended longer than 24 months from
the date the  Company  received  the  subscription  form.  In the event that the
Administration  Committee is unable to maintain the number of shares  originally
subscribed for by reducing the  withholding  percentage and extending the period
of withholding,  the Administration  Committee shall reduce the number of shares
under subscription  accordingly.  The Administration  Committee shall notify the
participant of any changes.

         3. Payroll Deductions.  Pursuant to Section 5.A. of the Qualified Plan,
the Administration  Committee is authorized to establish appropriate  procedures
and  limitations  for payroll  deductions  to pay the  subscription  price.  The
Administration  Committee  hereby  determines that each participant may withhold
from his or her salary for purposes of purchasing  Common Stock  pursuant to the
Qualified Plan an amount equal to any percentage in whole percentage  increments
within the range between one percent and twelve percent inclusive.  For purposes
of this  paragraph,  salary shall mean base  compensation  (whether  salaried or
hourly) plus any commissions but excluding bonuses.  In order to subscribe,  the
participant  must complete a subscription  form  indicating the number of shares
subscribed  for and the  percentage  of his or her payroll to be withheld to pay
for the shares. Payroll withholding shall begin as soon as practicable after the
subscription form is received by the Chief Financial Officer of the Company. The
aggregate amount withheld by the participant at any time pursuant to one or more
subscription forms may not exceed the maximum end of the range.

         The Administration  Committee reserves the right to change the range of
percentages at any time as it deems necessary.  Unless otherwise provided by the
Administration  Committee, a change in the range of percentages shall not affect
any  subscription  form which has already been  received by the Chief  Financial
Officer.

         The participant may increase or decrease the percentage withheld at any
time  without  increasing  or  decreasing  the  number of  shares  for which the
participant has subscribed by submitting a subscription  change form. Changes in
withholding  percentages  shall  be  implemented  as soon as  practicable  after
receipt of the subscription  change form by the Chief Financial Officer.  If the
participant  desires to decrease the number of shares  subscribed for, he or she
should submit a withdrawal  form (see 4 below).  If the  participant  desires to
increase  the  number of  shares  subscribed  for,  he or she  should  submit an
additional subscription form.

         Based upon the  percentage  of salary  selected  to be  withheld by the
participant,   the  Chief   Financial   Officer  shall   determine,   using  the
participant's  salary  as of the date of  receipt  of the  original  or  changed
subscription  form, the appropriate  number of pay periods necessary to withhold
an amount  sufficient to acquire the number of shares for which the  participant
has subscribed and whether the statutory  subscription  limit has been exceeded.
In the event that the number of necessary pay periods exceeds 24 months from the
date of receipt of the original  subscription  form,  the  participant  shall be
notified and asked  whether he or she prefers to increase the  percentage  to be
withheld (subject to the maximum percentage then-permitted by the Administration
Committee),  or  whether  he or she would  prefer to reduce the number of shares
subscribed for on the subscription form.

         If the participant  desires to subscribe for additional  shares while a
previous  subscription(s)  is (are)  still  outstanding,  the  participant  must
complete an additional  subscription form. In the additional  subscription form,
the  participant  must indicate the  percentage of his or her salary which he or
she would like withheld to purchase the additional  shares subscribed for by the
participant on that subscription  form. The receipt of each subscription form is
considered  to be a separate  grant of a right to  acquire  the number of shares
subscribed for therein. Each subscription form shall be independent of any other
subscription form, and the withholding percentage on each form must be increased
or decreased  independently with separate  subscription  change forms. If at any
time the participant has multiple subscriptions  outstanding,  the Company shall
maintain  sub-accounts  in the  participant's  account  to ensure  that  payroll
deductions are attributed to the appropriate subscriptions to determine when the
shares are purchased.

         The      Administrative      Committee      hereby      adopts      the
subscription/subscription change forms attached hereto as Exhibit A for use with
the Qualified Plan.

         4.   Withdrawals.   Pursuant  to  Section  8  of  the  Qualified  Plan,
participants  are  permitted  to  withdraw  subscriptions  for  shares  not  yet
purchased  under  the  Qualified  Plan.  Subscription  forms  may  be  withdrawn
individually, in whole or in part, or all at the same time. Complete withdrawals
of  subscriptions  shall be effective upon receipt of the withdrawal form by the
Chief  Financial  Officer unless a later date is specified by the participant in
the  withdrawal  form.  If  the  withdrawal  is  a  complete   withdrawal  of  a
subscription  form,  the  balance  in the  participant's  sub-account  for  that
subscription will be returned,  and to the extent that amounts are withheld from
the  participant's  payroll for such  subscription  after the date the notice is
received by the Chief  Financial  Officer,  such amounts will be returned to the
participant.

         If the  withdrawal  represents  only a decrease in the number of shares
subscribed  for  on  a  particular   subscription   form,  the  balance  in  the
participant's  sub-account  will not be returned to the participant but shall be
applied to the shares  remaining  under that  subscription,  and the  percentage
withheld from the participant's  payroll shall not change unless the participant
so indicates on the withdrawal  form. If the  percentage is not decreased,  such
subscription  will  be  completed  earlier  than  originally  scheduled.  If the
percentage  is  decreased,  the Chief  Financial  Officer  shall  determine  the
appropriate  number of pay periods necessary to withhold an amount sufficient to
acquire the reduced number of shares for which the  participant  has subscribed.
In the event that the number of necessary pay periods exceeds 24 months from the
date of receipt of the original  subscription  form,  the  participant  shall be
notified and asked  whether he or she prefers to increase the  percentage  to be
withheld (subject to the maximum percentage then-permitted by the Administration
Committee),  or whether he or she would  prefer to further  reduce the number of
shares  subscribed for on the subscription  form. Any changes in the withholding
percentage  shall be  implemented  as soon as  practicable  after receipt of the
withdrawal form by the Chief Financial Officer.

         The  Administrative   Committee  hereby  adopts  the  withdrawal  forms
attached hereto as Exhibit B for use with the Qualified Plan.

         5.  Subscription   Account   Balances.   If  a  balance  remains  in  a
participant's  sub-account after all of the shares subscribed for in the related
subscription form have been paid for in full, the balance  automatically will be
returned  to the  participant  if he or  she  has no  other  subscriptions  then
outstanding. If the participant has at least one other subscription outstanding,
the balance in the sub-account shall be transferred to the subaccount related to
the oldest  subscription  form  outstanding  unless the  participant  requests a
refund of the balance in the  sub-account in writing within seven days after the
last  stock  certificate  for the  shares  acquired  pursuant  to the  completed
subscription  agreement is received by the participant.  At least once each year
the Company will provide each  participant  an accounting  of the  participant's
accounts and sub-accounts, if any.
6. Temporary  Absence from Work. If a participant  is  temporarily  not
receiving  pay checks from the  Company,  whether due to a  short-term  leave of
absence, temporary layoff or temporary disability or other reason as approved by
the Administration  Committee,  the participant may make regular payments to the
Company to continue his or her  subscription.  Such payments must be in the same
amount as was being  deducted  from the  participant's  pay check  prior to such
temporary absence and must be received on or before the Company's normal payday.
Payments may be made for a period of up to three months after the effective date
of such temporary absence.  If the participant elects not to make such payments,
the participant's outstanding subscriptions will be terminated,  and the balance
of the participant's  subscription  account shall be refunded by the Company. If
the  participant  elects to make such  payments and stops  making such  payments
before  returning  to work or fails to return to work within three  months,  the
participant's  outstanding subscriptions will be terminated after receipt of the
last payment, and the balance of the participant's subscription account shall be
refunded by the Company. If the participant returns to work within three months,
payroll deductions automatically shall be resumed for all subscriptions.

     7.  Amendments:  Delegation of Duties.  These rules and  regulations may be
amended  from  time  to  time  by  the  Administration  Committee  in  its  sole
discretion.  The  Administration  Committee  may  delegate  any of its duties or
responsibilities  under these rules and  regulations,  other than  amending such
rules and regulations  from time to time, to an appropriate  officer or employee
of the Company.
To be completed by Company only:
                                                   Subscription Date __________
                                  Subscription Change Effective Date __________

                IRREVOCABLE SUBSCRIPTION/SUBSCRIPTION CHANGE FORM
               EDITEK, INC. QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

Name: ____________________________  Social Security Number:
Address: __________________________ Date of Birth:
__________________________________  Telephone Number:
Subscription:

         I hereby  subscribe  to purchase  ______  shares (the  "Shares") of the
common stock,  $0.15 par value per share (the "Common Stock"),  of EDITEK,  Inc.
(the "Company")  pursuant to the EDITEK,  Inc. qualified Employee Stock Purchase
Plan (the "Plan"),  the terms of which are incorporated  herein by reference.  I
hereby waive my right to increase,  decrease or cease payroll  deductions except
pursuant to another irrevocable  election six months in advance of the effective
date of any such  election.  Beginning  with the  first  pay  period on or after
______________,  or as  soon as  administratively  practicable  thereafter,  the
Company is authorized to withhold  ________  percent of my salary,  or $________
per pay  period,  to pay for the Shares at the  "subscription  price"  until the
Shares  are  fully  paid  for  or  until  I  otherwise  change  or  cancel  this
subscription by another irrevocable  election.  The "subscription price" for the
Shares will be equal to 85% of the fair market  value of the Common Stock of the
Company on the date of receipt of this form by the Company.  Notwithstanding the
accumulation  of a  sufficient  amount in my  subscription  account to acquire a
100-share unit as provided in the Plan,  please defer the initial  purchase date
of any of the Shares until the first pay period occurring six months and one day
after the date of receipt of this subscription  form. If joint owner information
is provided  below,  I hereby  request that the Shares be issued in the names of
such joint owner and myself, as joint tenants with rights of survivorship.

       (Signature of Participant)                  (Signature of Joint Owner)

          (Date)                                      (Print Name)

Subscription Change:

         Effective as of the first pay period  occurring  six months and one day
after the date of receipt of this subscription change form, I hereby irrevocably
change  the  percentage  of my salary to be  withheld  to  purchase  the  Shares
subscribed for by me on or about to ___ percent of my salary, or $______ per pay
period.  I understand  that all the terms and  conditions  evidenced by my prior
subscription  form,  other than the  amount to be  withheld  from my pay,  shall
remain unchanged.

                           (Signature)

                           (Date)

To be completed by Company only:

Date of receipt of subscription/subscription change      ACCEPTED AND AGREED TO:
form: 

Closing price of Common Stock on subscription date:       EDITEK, Inc.

Aggregate number of shares of Common Stock subscribed     By:
for by participant (including this subscription) as of
subscription date:                                        Title:

Estimated number of pay periods to complete               Date:
subscription (may not exceed 24 months from
date of receipt of original subscription form):

Aggregate   percentage  of  salary  withheld  by  participant   (including  this
subscription) as of subscription or subscription change date:

Aggregate  dollar amount of shares of Common Stock subscribed for by participant
(based on subscription date fair market value; may not exceed $25,000):

If number of shares  subscribed for is decreased,  revised number of pay periods
to  complete  subscription  (may not  exceed 24 months  from date of  receipt of
related subscription form):
To be completed by Company only:
                                            Subscription Date __________
                                            Subscription Change Effective Date

                           IRREVOCABLE WITHDRAWAL FORM
               EDITEK, INC. QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

Name: ____________________________  Social Security Number:
Address: __________________________ Date of Birth:
__________________________________  Telephone Number:

Decrease/Withdraw Prior Subscription:

         With regard to my  subscription  dated  ____________  to  purchase  the
Common Stock of EDITEK,  Inc. pursuant to the Qualified  Employee Stock Purchase
Plan (the "Plan"), I hereby:

         ____     Decrease the number of shares subscribed for to ____________ 
                  shares; or
         ____     Withdraw the entire unpaid subscription.

         If I am decreasing the number of shares  subscribed for, the percentage
of my salary  withheld to pay for the  reduced  number of shares will not change
unless a new percentage is specified by me herein. New percentage: _______

         This decrease/withdrawal shall be irrevocable and shall be effective as
of the first pay period  occurring  six months and one day after  receipt of the
withdrawal form by the Company.

                                            PARTICIPANT:

                                            (Signature)

                                            (Date)

Withdraw All Prior Subscriptions:

         I hereby  withdraw all of my outstanding  subscriptions  under the Plan
effective  as of the first pay  period  occurring  six  months and one day after
receipt of the withdrawal form by the Company.

                                            PARTICIPANT:

                                            (Signature)

                                            (Date)

To be completed by Company only:

Date of receipt of withdrawal form:

Date of receipt of related subscription form(s):

Number of shares originally subscribed for:

If number of shares  subscribed for is decreased,  revised number of pay periods
to  complete  subscription  (may not  exceed 24 months  from date of  receipt of
related subscription form):