As filed with the Securities and
                    Exchange Commission on September 5, 1996
                           File No. _________________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   ----------
                                    FORM S-8
                                   ----------


                             Registration Statement
                                    Under the
                             Securities Act of 1933

                                  NEMDACO, INC.
             (Exact Name of Registrant as Specified in its Charter)


     Colorado                      0-19064                       84-1027731  
- -------------------------------------------------------------------------------
(State of incorporation)      (Commission File No.)       (IRS  Employer ID No.)



            1801 Avenue of the Stars, 6th Floor, Los Angeles, CA 90067
          ------------------------------------------------------------
              (Address of principal executive offices) ( Zip Code)

                1996 Employee/Consultant Stock Compensation Plan
                ------------------------------------------------
                              (Full Title of Plan)

                Gary Larkin, 1801 Avenue of the Stars, 6th Floor
                              Los Angeles, CA 90067
                ------------------------------------------------
                     (Name and Address of agent for service)


        If any of the securities being registered on this Form are to be
      offered on a delayed or continuous basis pursuant to Rule 415 under
       the Securities Act of 1933, other than securities offered only in
       connection with dividend or interest reinvestment plans, check the
                               following line: X

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                Proposed(2)     Proposed(2)
- --------------------------------------------------------------------------------
Title of(1)(4)                  Maximum         Maximum
- --------------------------------------------------------------------------------
Securities        Amount        Offering        Aggregate        Amount of
- --------------------------------------------------------------------------------
to be             to be         Price           Offering         Registration
- --------------------------------------------------------------------------------
Registered        Registered    Per Share       Price            Fee (3)
- --------------------------------------------------------------------------------
Common Stock      1,000,000     $.14            $140,000         $100.00
================================================================================



<PAGE>

(1)      The securities registered hereunder are shares of the
         registrant's common stock, $.01 par value.

(2)      Estimated for purpose of calculating the registration fee.

(3)      The fee with  respect to these shares has been  calculated  pursuant to
         Rules 457(h) and 457(c) under the  Securities  Act of 1933, as amended,
         and based  upon the  average of the bid and ask prices per share of the
         Registrant's  Common  Stock on a date within five (5) days prior to the
         date of  filing  of this  Registration  Statement,  as quoted on Nasdaq
         Bulletin Board.

(4)      Shares of the  registrant's  common stock subject to award to employees
         and consultants under the registrant's 1996  Employee/Consultant  Stock
         Compensation Plan.


ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The  following  documents  are  following  by  reference  into the  registration
statement:

(a)       -1. The Company's  Annual Report on Form 10-K for the year ended April
          30, 1995, and Form 10-QSB for period ended July 31, 1995,  Form 10-QSB
          for period  ended  October 31,  1995 and Form 10-QSB for period  ended
          January 31, 1996 and all other reports filed pursuant to section 13(a)
          or 15(d) since the end of the year covered by above annual report.

(a) -2.   The Company's Registration Statement on Form 8-A File No.
          0-19064.

(a)       -3. The  Company's  Form 8-K for  February  16, 1995 and  February 22,
          1995, and Form 8-K for September 5, 1996.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the  Securities  Exchange  Act of 1934,  as amended,  subsequent  to the date
hereof and prior to the filing of a  post-effective  amendment  which  indicates
that all  securities  offered  hereby have been sold or which  de-registers  all
securities   covered  hereby  then  remaining  unsold  shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof from the date of filing
of such  documents,  except as to any portion of any future  Annual or Quarterly
Report to Stockholders which is deemed to be modified or superseded for purposes
of this Registration  Statement to the extent that such statement is replaced or
modified by a statement contained in a subsequently dated document  incorporated
by reference or contained in this Registration Statement.

The  description  of the  Company's  common  stock  which  is  contained  in the
Company's  registration  statement  filed  under  Section  12 of the  Securities
Exchange Act of 1934,  including any amendments or reports filed for the purpose
of updating such description.



                                       2
<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

Securities are registered under Section 12 of the Exchange Act.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

The validity of the issuance of the securities registered pursuant
to this registration statement is being passed upon for the Company
by Michael A. Littman, Attorney at Law, 10200 W. 44th Ave., #400,
Wheat Ridge, CO  80033.  Mr. Littman owns 50,000 shares of NEMDACO,
Inc. constituting less than .1% of the outstanding shares.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Colorado  Business  Corporation  Act of Colorado (the "Act") provides that a
corporation  may  indemnify  a director  or officer  of the  corporation  and to
purchase  and  maintain  liability  insurance  for those  persons as, and to the
extent permitted by the Act.

The  Company's  By-Laws  limit  directors'  liability  for monetary  damages for
breaches  of  their  duties  of care  owed the  Company  to the  fullest  extent
permitted by Colorado law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Does not apply.

ITEM 8. EXHIBITS.

5.1       Opinion of Michael A. Littman, Esq. regarding the legality of
          the securities being offered hereby.

10.1      1996 Employee and Consultant Compensation Plan

24.1      Co   nsent of Gelfond Hochstadt Pangburn & Company

24.2      Consent of Michael A. Littman, Esq. (contained in Exhibit 5.1)

ITEM 9.  UNDERTAKINGS.

The undersigned hereby undertakes:

(1)       (a) 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;


                                       3
<PAGE>


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

          Provided,  however, that paragraphs (1)(i) and (1)(a)(ii) 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
          Registrant  pursuant to section 13 or section 15(d) of the  Securities
          Exchange  Act of  1934  that  are  incorporated  by  reference  in the
          Registration Statement.

     (b)  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 benefit offering thereof.

(2)  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 Plan.

(3)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act pursuant to section
     13(a) or Section 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 benefit offering thereof.

(4)  The  undersigned  registrant  hereby  undertakes  to deliver or cause to be
     delivered  with the  prospectus,  to each person to whom the  prospectus is
     sent or given,  the  latest  annual  report  to  security  holders  that is
     incorporated  by reference in the prospectus and furnished  pursuant to and
     meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the Securities
     Exchange Act of 1934; and, where interim financial  information required to
     be
         presented  by  Article  3 of  Regulation  S-X are not set  forth in the
     prospectus, to deliver, or cause to be delivered to each person to whom the
     prospectus  is  sent  or  given,   the  latest  quarterly  report  that  is
     specifically  incorporated  by reference in the  prospectus to provide such
     interim financial information.

(5)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the act


                                       4
<PAGE>

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

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
     certifies that it has  reasonable  grounds to believe that it meets all the
     requirements  for filing on Form S-8 and has duly caused this  Registration
     Statement  to be signed on its  behalf by the  undersigned  thereunto  duly
     authorized, in the City of Los Angeles, State of California, on the 5th day
     of September, 1996.

     NEMDACO, Inc.


     By:_______________________________
         President

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

     Signature                     Title                                Date


     _____________________         President & Director               _________


     _____________________         Secretary & Director               _________



     _____________________         Vice-President & Director          _________




                                       5
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549







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



                                    EXHIBITS



                                       TO


                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


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



                                  NEMDACO, INC.


                                       6
<PAGE>

                                  EXHIBIT INDEX



Exhibit
Number                                                                Page



5.1      Opinion of Michael A. Littman, Esq. regarding
         the legality of the securities being offered
         hereby.                                                         9

10.1     1996 Employee and Consultant Compensation Plan                 11

24.1     Consent of Gelfond Hochstadt Pangburn & Company.               17

24.2     Consent of Michael A. Littman, Esq.
         (contained in Exhibit 5.1)                                     19



                                       7
<PAGE>

                              EXHIBIT 5.1


                                       8
<PAGE>

                                                 September 5, 1996




NEMDACO, Inc.
1801 Avenue of the Stars, 6th Floor
Los Angeles, CA  90067

Re: S-8 for NEMDACO, Inc.

Gentlemen:

    At your request,  I have examined the form of  Registration  Statement  No.,
______________ which you are filing with the Securities and Exchange Commission,
on Form S-8 (the "Registration Statement"),  in connection with the registration
under the Securities Act of 1933, as amended, of 1,000,000 shares of your Common
Stock (the "Stock")  issuable pursuant to the 1996 Employee  Compensation  Plan.
(the "Plan").

    In rendering the following opinion, I have examined and relied only upon the
documents,  and  certificates  of officers  and  directors of the Company as are
specifically described below. In my examination,  I have assumed the genuineness
of all signatures, the authenticity,  accuracy and completeness of the documents
submitted to me as originals,  and the conformity with the original documents of
all  documents  submitted  to me as copies.  My  examination  was limited to the
following documents and not others:

    1.  Certificate of Incorporation of the Company, as amended
        to date;

    2.  Bylaws of the Company, as amended to date;

    3.  Certified Resolutions adopted by the Board of Directors
        of the Company authorizing the Plan and the issuance of the Stock.

    4.  The Registration Statements.

    5.  The Form of Plan.

    I have  not  undertaken,  nor do I  intend  to  undertake,  any  independent
investigation  beyond such  documents and records,  or to verify the adequacy of
accuracy of such documents and records.




                                       9
<PAGE>


    Based on the  foregoing,  it is my opinion that the Stock to be issued under
the Plan, subject to effectiveness of the Registration  Statement and compliance
with applicable blue sky laws, and execution of the Plan in the form referred to
herein, when issued under the Plan, will by duly and validly  authorized,  fully
paid and non-assessable.

    I express no opinion as to compliance with the securities or "blue sky" laws
of any state in which the Stock is  proposed to be offered and sold or as to the
effect, if any, which  non-compliance  with such laws might have on the validity
of issuance of the Stock.

    I consent  to the filing of this  opinion  as an exhibit to any filing  made
with  the  Securities  and  Exchange  Commission  or  under  any  state or other
jurisdiction's  securities  act for the purpose of  registering,  qualifying  or
establishing  eligibility for an exemption from registration or qualification of
the  Stock  described  in the  Registration  Statement  in  connection  with the
offering  described therein.  Other than as provided in the preceding  sentence,
this opinion (i) is addressed  solely to you, (ii) may not be relied upon by any
other  party,  (iii) covers only matters of Colorado and federal law and nothing
in this opinion shall be deemed to imply any opinion  related to the laws of any
other jurisdiction,  (iv) may not be quoted or reproduced or delivered by you to
any  other  person,  and (v) may  not be  relied  upon  for  any  other  purpose
whatsoever. Nothing herein shall be deemed to relate to or constitute an opinion
concerning any matters not specifically set forth above.

    By giving you this  opinion and  consent,  I do not admit that I am a expert
with respect to any part of the Registration  Statement or Prospectus within the
meaning of the term  "expert"  as used in Section  11 of the  Securities  Act of
1933, as amended,  or the Rules and  Regulations  of the Securities and Exchange
Commission promulgated thereunder.

    The  information  set  forth  herein  is as of the  date of this  letter.  I
disclaim  any  undertaking  to advise you of changes  which may be brought to my
attention after the effective date of the Registration Statement.


                                          Sincerely,



                                          Michael A. Littman

                                       10
<PAGE>


                                  EXHIBIT 10.1

                                       11
<PAGE>
             1996 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN

                                  NEMDACO, INC.



1.       Purpose of the Plan.

         This Employee and Consultants  Stock  Compensation  Plan is intended to
further the growth and advance the best  interest of NEMDACO,  Inc.,  a Colorado
corporation  (the  "Company"),  and Affiliated  Corporations,  by supporting and
increasing the Company's  ability to attract,  retain and compensate  persons of
experience and ability and whose services are considered valuable,  to encourage
the  sense of  proprietorship  in such  persons,  and to  stimulate  the  active
interest  of such  persons in the  development  and  success of the  Company and
Affiliate  Corporations.  This Plan provides for stock compensation  through the
award of the Company's Common Stock, as a bonus or in lieu of cash  compensation
for services rendered.

2.       Definitions.

         Whenever  used in this Plan,  except  where the context  might  clearly
indicate  otherwise,  the  following  terms shall have the meanings set forth in
this section:

         a.       "Act" means the U.S. Securities Act of 1933, as amended.

         b.       "Affiliated Corporation" means any Parent or Subsidiary.

         c.       "Award" means any grant of Common Stock made under this
                  Plan, as a bonus, or in lieu of cash compensation for
                  services rendered.

         d.       "Board of Directors" means the Board of Directors of the
                  Company.

         e.       "Code" means the Internal Revenue Code of 1986, as
                  amended.

         f.       "Common Stock" or "Common Shares" means the common stock, $.01
                  par value per share, of the Company,  or in the event that the
                  outstanding  Common  Shares  are  hereafter  changed  into  or
                  exchanged for  different  shares of securities of the Company,
                  such other shares or securities.

         g.       "Date of Grant" means the day the Board of Directors
                  authorizes the grant of an Award or such later date as
                  may be specified by the Board of Directors as the date a
                  particular Award will become effective.

         h.       "Employee" means any person or entity that renders bona
                  fide services to the Company, including, without
                  limitation, (i) a person employed by the Company or an


                                       12
<PAGE>

                  Affiliate  Corporation  in a key capacity;  (ii) an officer or
                  director of the Company or an Affiliate  Corporation;  (iii) a
                  person or  company  engaged  by the  Company  or an  Affiliate
                  Corporation as a consultant or advisor;  or (iv) a lawyer, law
                  firm, accountant or accounting firm, engaged by the Company or
                  an Affiliate Corporation.

         i.       "Parent" means any corporation owning 50% or more of the
                  total combined voting stock of all classes of the Company
                  or of another corporation qualifying as a Parent within
                  this definition.

         j.       "Participant" means an Employee or consultant to whom an
                  Award of Plan Shares has been made.

         k.       "Plan Shares" means shares of Common Stock from time to
                  time subject to this Plan.

         l.       "Subsidiary" means a corporation more than 50% of whose
                  total combined capital stock of all classes is held by
                  the Company or by another corporation qualifying as a
                  Subsidiary within this definition.

3.       Effective Date of the Plan.

         The  effective  date of  this  Plan is May  30,  1996.  No Plan  Shares
hereunder may be issued after November 31, 1999.

4.       Administration of the Plan.

         The Board of Directors will be responsible  for the  administration  of
this  Plan,  and will grant  Awards  under  this  Plan,  Subject to the  express
provisions of this Plan,  the Board of Directors  shall have full  authority and
sole and absolute  discretion to interpret  this Plan,  to prescribe,  amend and
rescind  rules  and   regulations   relating  to  it,  and  to  make  all  other
determinations  which it believes to be necessary or advisable in  administering
this Plan. The determination of those eligible to receive Plan Shares shall rest
in the sole  discretion of the Board of Directors,  subject to the provisions of
this Plan. The Board of Directors may correct any defect, supply any omission or
reconcile  any  inconsistency  in this Plan in such manner and to such extent it
shall deem  necessary to carry it into  effect.  Any  decision  made,  or action
taken,  by the  Board of  Directors  arising  out of or in  connection  with the
interpretation and administration of the Plan shall be final and conclusive. The
Board of Directors may appoint a  compensation  committee from among the members
of the full Board of Directors to administer this Plan.

5.       Stock Subject to the Plan.

         The  maximum  number of Plan  Shares as to which  Awards may be granted
under this Plan is 1,000,000 shares.

                                       13
<PAGE>


6.       Persons Eligible to Receive Awards.

         Awards may be granted only to Employees as defined in 2(h) above.

7.       Grants of Awards.

         Except as otherwise  provided herein, the Board of Directors shall have
complete  discretion to determine when and to which  Employees  Awards are to be
granted, and the number of Plan Shares to be Awarded to each Employee.  No grant
will be made if, in the judgment of the Board of  Directors,  such a grant would
constitute  a public  distribution  with the meaning of the Act or the rules and
regulations promulgated thereunder.

8.       Delivery of Stock Certificates.

         As promptly as practicable after authorizing the grant of an Award, the
Company  shall  deliver  to the  person who is the  recipient  of the  award,  a
certificate or certificates  registered in that person's name,  representing the
number of Plan  Shares  that were  granted.  Unless  the Plan  Shares  have been
registered under the Act, each  certificate  evidencing Plan Shares shall bear a
legend to indicate that such shares  represented by the certificate  were issued
in a transaction which was not registered under the Act, and may only be sold or
transferred in a transaction  that is registered under the Act or is exempt from
the registration requirements of the Act.

9.       Assignability.

         No Award of Plan  Shares may be  assigned.  Plan Shares may be assigned
after such  shares  have been  delivered,  only in  accordance  with law and any
transfer restrictions imposed at the time of Award.

10.      Employment.

         Nothing in this Plan or in the grant of an Award shall  confer upon any
Employee  the right to  continue  in the  employ of the  Company  or  Affiliated
Corporation nor shall it interfere with or restrict in any way the lawful rights
of the Company or any  Affiliated  Corporation  to discharge any Employee at any
time for any reason whatsoever, with or without cause.

11.      Laws and Regulations.

         The  obligation  of the Company to sell and deliver  Plan Shares on the
grant of an Award  under this Plan shall be  subject to the  condition  that the
Company be satisfied that the sale and delivery thereof will not violate the Act
or any other applicable laws, rules or regulations.

                                       14
<PAGE>

12.      Withholding of Taxes.

         If  subject  to   withholding   tax,  the  Company  or  any  Affiliated
Corporation  may require that the Employee  concurrently  pay to the Company the
entire  amount  or a portion  of any  taxes  which  the  Company  or  Affiliated
Corporation  is required  to  withhold  by reason of granting an Award,  in such
amount as the Company or Affiliated Corporation in its discretion may determine.
In lieu of part or all of any such  payment,  the Employee may elect to have the
Company or Affiliated Corporation withhold from the Plan Shares issued hereunder
a sufficient number of shares to satisfy withholding obligations. If the Company
or  Affiliated  Corporation  becomes  required to pay  withholding  taxes to any
federal,  state or other  taxing  authority  as a result of the  granting  of an
Award,  and the Employee fails to provide the Company or Affiliated  Corporation
with the funds with which to pay that withholding tax, the Company or Affiliated
Corporation  may  withhold  up to 50% of each  payment of salary or bonus to the
Employee  (which will be in addition to any required or permitted  withholding),
until the Company or Affiliated  Corporation  has been reimbursed for the entire
withholding  tax it was  required  to pay in  respect  of  issuance  of any Plan
Shares.

13.      Reservation of Shares.

         The  stock  subject  to this  Plan  shall,  at all  times,  consist  of
authorized but unissued shares of Common Stock reacquired or held by the Company
equal to the  maximum  number of shares the  Company may be required to issue on
the grant of Awards under this Plan,  and such number of Common Shares hereby is
reserved for such  purpose.  The Board of  Directors  may decrease the number of
shares  subject  to this  Plan,  but  not  increase  such  number,  except  as a
consequence  of a  stock  split  or  other  reorganization  or  recapitalization
affecting all Common Shares.

14.      Amendment and Termination of the Plan.

         The Board of Directors  may suspend or terminate  this Plan at any time
or from time to time, but no such action shall adversely  affect the rights of a
person granted an Award under this Plan prior to that date. Otherwise, this Plan
shall  terminate on the earlier of the terminal date stated in Section 3 of this
Plan or the date when all Plan Shares have been  issued.  The Board of Directors
shall have absolute  discretion to amend this Plan,  subject to any  limitations
expressly set forth herein.

15.      Delivery of Plan.

         A copy of this Plan shall be  delivered to all  participants,  together
with  a copy  of the  resolution  or  resolutions  of  the  Board  of  Directors
authorizing the granting of the Award and establishing




                                       15
<PAGE>


the terms, if any of participation, prior to an Award of Plan
Shares.

16.      Liability.

         No member of the Board of Directors,  any  committee of  directors,  or
officers, employees or agents of the Company or any Affiliated Corporation shall
be  personally  liable for any action,  omission or  determination  made in good
faith in connection with this Plan.

17.      Miscellaneous Provisions.

         The  place  of  administration  of the Plan  shall  be in the  State of
Colorado, and the validity, construction, interpretation and effect of this Plan
and of its rules,  regulations  and rights  relating to it, shall be  determined
solely in accordance with the laws of such state.

         Without  amending  this  Plan,  the Board of  Directors  may issue Plan
Shares to employees of the Company who are foreign nationals or employed outside
the United States,  or both, on such terms and  conditions  different form those
specified in this Plan but consistent with the purpose of this Plan, as it deems
necessary and desirable to create equitable  opportunities  given differences in
tax laws in other countries.

         All expenses of  administering  this Plan and issuing Plan Shares shall
be borne by the Company.

         By signature  below,  the  undersigned  officers of the Company  hereby
certify that the  foregoing is a true and correct copy of the 1996  Employee and
Consultant Stock Compensation Plan of the
Company.

         Dated:  May 30, 1996.

                                           NEMDACO, INC.


                                           BY:
                                               President
Attest:

By:_______________________________
         Secretary





                                       16
<PAGE>


                                  EXHIBIT 24.1



                                       17
<PAGE>


              CONSENT FOR INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


                                  NEMDACO, INC.



         We consent to the use in the Form S-8, Registration Statement Under the
Securities  Act of  1933,  of  NEMDACO,  Inc.  of  our  report  Incorporated  by
Reference,  of the financial statements of NEMDACO,  Inc. and Subsidiaries as of
April 30, 1995, accompanying the financial statements contained in the Form 10-K
for the period  then ended  April 30,  1995,  and to the use of our name and the
statements with respect to us as appearing  under the heading  "Exhibits" in the
Form S-8.









Dated: _________________________




                                       18
<PAGE>


                                                   EXHIBIT 24.2


                                       19
<PAGE>


                                                      CONSENT



         I hereby consent to the use in the Form S-8 of NEMDACO, Inc., under the
Securities Act of 1933, of my opinion letter dated September 5, 1996.




                                                       Michael A. Littman
                                                       Attorney at Law
                                                       September 5, 1996
[{"type": "S-8", "sequence": "1", "description": "1996 EMPLOYEE/CONSULTANT SOTCK COMPENSATION PLAN", "secsgml_size_bytes": 32483}]
{"company-data": {"conformed-name": "NEMDACO INC", "cik": "0000793036", "assigned-sic": "7371", "irs-number": "841027731", "state-of-incorporation": "CO", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11459", "film-number": "96626352"}, "business-address": {"street1": "1801 AVENUE OF THE STARS", "street2": "6TH FLOOR", "city": "LOS ANGELES", "state": "CA", "zip": "90067", "phone": "3107885798"}, "mail-address": {"street1": "1801 AVENUE OF THE STARS", "city": "LOS ANGELES", "state": "CA", "zip": "90067"}, "former-company": [{"former-conformed-name": "TRACKS INTERNATIONAL INC", "date-changed": "19900110"}, {"former-conformed-name": "FPG INC", "date-changed": "19860908"}]}
As filed with the Securities and
                    Exchange Commission on September 5, 1996
                           File No. _________________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   ----------
                                    FORM S-8
                                   ----------

                             Registration Statement
                                    Under the
                             Securities Act of 1933

                                  NEMDACO, INC.
             (Exact Name of Registrant as Specified in its Charter)

     Colorado                      0-19064                       84-1027731  
- -------------------------------------------------------------------------------
(State of incorporation)      (Commission File No.)       (IRS  Employer ID No.)

            1801 Avenue of the Stars, 6th Floor, Los Angeles, CA 90067
          ------------------------------------------------------------
              (Address of principal executive offices) ( Zip Code)

                1996 Employee/Consultant Stock Compensation Plan
                ------------------------------------------------
                              (Full Title of Plan)

                Gary Larkin, 1801 Avenue of the Stars, 6th Floor
                              Los Angeles, CA 90067
                ------------------------------------------------
                     (Name and Address of agent for service)

        If any of the securities being registered on this Form are to be
      offered on a delayed or continuous basis pursuant to Rule 415 under
       the Securities Act of 1933, other than securities offered only in
       connection with dividend or interest reinvestment plans, check the
                               following line: X

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                Proposed(2)     Proposed(2)
- --------------------------------------------------------------------------------
Title of(1)(4)                  Maximum         Maximum
- --------------------------------------------------------------------------------
Securities        Amount        Offering        Aggregate        Amount of
- --------------------------------------------------------------------------------
to be             to be         Price           Offering         Registration
- --------------------------------------------------------------------------------
Registered        Registered    Per Share       Price            Fee (3)
- --------------------------------------------------------------------------------
Common Stock      1,000,000     $.14            $140,000         $100.00
================================================================================
(1)      The securities registered hereunder are shares of the
         registrant's common stock, $.01 par value.

(2)      Estimated for purpose of calculating the registration fee.

(3)      The fee with  respect to these shares has been  calculated  pursuant to
         Rules 457(h) and 457(c) under the  Securities  Act of 1933, as amended,
         and based  upon the  average of the bid and ask prices per share of the
         Registrant's  Common  Stock on a date within five (5) days prior to the
         date of  filing  of this  Registration  Statement,  as quoted on Nasdaq
         Bulletin Board.

(4)      Shares of the  registrant's  common stock subject to award to employees
         and consultants under the registrant's 1996  Employee/Consultant  Stock
         Compensation Plan.

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The  following  documents  are  following  by  reference  into the  registration
statement:

(a)       -1. The Company's  Annual Report on Form 10-K for the year ended April
          30, 1995, and Form 10-QSB for period ended July 31, 1995,  Form 10-QSB
          for period  ended  October 31,  1995 and Form 10-QSB for period  ended
          January 31, 1996 and all other reports filed pursuant to section 13(a)
          or 15(d) since the end of the year covered by above annual report.

(a) -2.   The Company's Registration Statement on Form 8-A File No.
          0-19064.

(a)       -3. The  Company's  Form 8-K for  February  16, 1995 and  February 22,
          1995, and Form 8-K for September 5, 1996.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the  Securities  Exchange  Act of 1934,  as amended,  subsequent  to the date
hereof and prior to the filing of a  post-effective  amendment  which  indicates
that all  securities  offered  hereby have been sold or which  de-registers  all
securities   covered  hereby  then  remaining  unsold  shall  be  deemed  to  be
incorporated by reference herein and to be a part hereof from the date of filing
of such  documents,  except as to any portion of any future  Annual or Quarterly
Report to Stockholders which is deemed to be modified or superseded for purposes
of this Registration  Statement to the extent that such statement is replaced or
modified by a statement contained in a subsequently dated document  incorporated
by reference or contained in this Registration Statement.

The  description  of the  Company's  common  stock  which  is  contained  in the
Company's  registration  statement  filed  under  Section  12 of the  Securities
Exchange Act of 1934,  including any amendments or reports filed for the purpose
of updating such description.

                                       2
ITEM 4.  DESCRIPTION OF SECURITIES.

Securities are registered under Section 12 of the Exchange Act.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

The validity of the issuance of the securities registered pursuant
to this registration statement is being passed upon for the Company
by Michael A. Littman, Attorney at Law, 10200 W. 44th Ave., #400,
Wheat Ridge, CO  80033.  Mr. Littman owns 50,000 shares of NEMDACO,
Inc. constituting less than .1% of the outstanding shares.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Colorado  Business  Corporation  Act of Colorado (the "Act") provides that a
corporation  may  indemnify  a director  or officer  of the  corporation  and to
purchase  and  maintain  liability  insurance  for those  persons as, and to the
extent permitted by the Act.

The  Company's  By-Laws  limit  directors'  liability  for monetary  damages for
breaches  of  their  duties  of care  owed the  Company  to the  fullest  extent
permitted by Colorado law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Does not apply.

ITEM 8. EXHIBITS.

5.1       Opinion of Michael A. Littman, Esq. regarding the legality of
          the securities being offered hereby.

10.1      1996 Employee and Consultant Compensation Plan

24.1      Co   nsent of Gelfond Hochstadt Pangburn & Company

24.2      Consent of Michael A. Littman, Esq. (contained in Exhibit 5.1)

ITEM 9.  UNDERTAKINGS.

The undersigned hereby undertakes:

(1)       (a) 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;

                                       3
(iii) To include any material  information  with respect to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

          Provided,  however, that paragraphs (1)(i) and (1)(a)(ii) 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
          Registrant  pursuant to section 13 or section 15(d) of the  Securities
          Exchange  Act of  1934  that  are  incorporated  by  reference  in the
          Registration Statement.

     (b)  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 benefit offering thereof.

(2)  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 Plan.

(3)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act pursuant to section
     13(a) or Section 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 benefit offering thereof.

(4)  The  undersigned  registrant  hereby  undertakes  to deliver or cause to be
     delivered  with the  prospectus,  to each person to whom the  prospectus is
     sent or given,  the  latest  annual  report  to  security  holders  that is
     incorporated  by reference in the prospectus and furnished  pursuant to and
     meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the Securities
     Exchange Act of 1934; and, where interim financial  information required to
     be
         presented  by  Article  3 of  Regulation  S-X are not set  forth in the
     prospectus, to deliver, or cause to be delivered to each person to whom the
     prospectus  is  sent  or  given,   the  latest  quarterly  report  that  is
     specifically  incorporated  by reference in the  prospectus to provide such
     interim financial information.

(5)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the act

                                       4
and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  labilities  (other  than the payment by the
     registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
     certifies that it has  reasonable  grounds to believe that it meets all the
     requirements  for filing on Form S-8 and has duly caused this  Registration
     Statement  to be signed on its  behalf by the  undersigned  thereunto  duly
     authorized, in the City of Los Angeles, State of California, on the 5th day
     of September, 1996.

     NEMDACO, Inc.

     By:_______________________________
         President

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

     Signature                     Title                                Date

     _____________________         President & Director               _________

     _____________________         Secretary & Director               _________

     _____________________         Vice-President & Director          _________

                                       5
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    EXHIBITS

                                       TO

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                                  NEMDACO, INC.

                                       6
EXHIBIT INDEX

Exhibit
Number                                                                Page

5.1      Opinion of Michael A. Littman, Esq. regarding
         the legality of the securities being offered
         hereby.                                                         9

10.1     1996 Employee and Consultant Compensation Plan                 11

24.1     Consent of Gelfond Hochstadt Pangburn & Company.               17

24.2     Consent of Michael A. Littman, Esq.
         (contained in Exhibit 5.1)                                     19

                                       7
EXHIBIT 5.1

                                       8
September 5, 1996

NEMDACO, Inc.
1801 Avenue of the Stars, 6th Floor
Los Angeles, CA  90067

Re: S-8 for NEMDACO, Inc.

Gentlemen:

    At your request,  I have examined the form of  Registration  Statement  No.,
______________ which you are filing with the Securities and Exchange Commission,
on Form S-8 (the "Registration Statement"),  in connection with the registration
under the Securities Act of 1933, as amended, of 1,000,000 shares of your Common
Stock (the "Stock")  issuable pursuant to the 1996 Employee  Compensation  Plan.
(the "Plan").

    In rendering the following opinion, I have examined and relied only upon the
documents,  and  certificates  of officers  and  directors of the Company as are
specifically described below. In my examination,  I have assumed the genuineness
of all signatures, the authenticity,  accuracy and completeness of the documents
submitted to me as originals,  and the conformity with the original documents of
all  documents  submitted  to me as copies.  My  examination  was limited to the
following documents and not others:

    1.  Certificate of Incorporation of the Company, as amended
        to date;

    2.  Bylaws of the Company, as amended to date;

    3.  Certified Resolutions adopted by the Board of Directors
        of the Company authorizing the Plan and the issuance of the Stock.

    4.  The Registration Statements.

    5.  The Form of Plan.

    I have  not  undertaken,  nor do I  intend  to  undertake,  any  independent
investigation  beyond such  documents and records,  or to verify the adequacy of
accuracy of such documents and records.

                                       9
Based on the  foregoing,  it is my opinion that the Stock to be issued under
the Plan, subject to effectiveness of the Registration  Statement and compliance
with applicable blue sky laws, and execution of the Plan in the form referred to
herein, when issued under the Plan, will by duly and validly  authorized,  fully
paid and non-assessable.

    I express no opinion as to compliance with the securities or "blue sky" laws
of any state in which the Stock is  proposed to be offered and sold or as to the
effect, if any, which  non-compliance  with such laws might have on the validity
of issuance of the Stock.

    I consent  to the filing of this  opinion  as an exhibit to any filing  made
with  the  Securities  and  Exchange  Commission  or  under  any  state or other
jurisdiction's  securities  act for the purpose of  registering,  qualifying  or
establishing  eligibility for an exemption from registration or qualification of
the  Stock  described  in the  Registration  Statement  in  connection  with the
offering  described therein.  Other than as provided in the preceding  sentence,
this opinion (i) is addressed  solely to you, (ii) may not be relied upon by any
other  party,  (iii) covers only matters of Colorado and federal law and nothing
in this opinion shall be deemed to imply any opinion  related to the laws of any
other jurisdiction,  (iv) may not be quoted or reproduced or delivered by you to
any  other  person,  and (v) may  not be  relied  upon  for  any  other  purpose
whatsoever. Nothing herein shall be deemed to relate to or constitute an opinion
concerning any matters not specifically set forth above.

    By giving you this  opinion and  consent,  I do not admit that I am a expert
with respect to any part of the Registration  Statement or Prospectus within the
meaning of the term  "expert"  as used in Section  11 of the  Securities  Act of
1933, as amended,  or the Rules and  Regulations  of the Securities and Exchange
Commission promulgated thereunder.

    The  information  set  forth  herein  is as of the  date of this  letter.  I
disclaim  any  undertaking  to advise you of changes  which may be brought to my
attention after the effective date of the Registration Statement.

                                          Sincerely,

                                          Michael A. Littman

                                       10
EXHIBIT 10.1

                                       11
1996 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN

                                  NEMDACO, INC.

1.       Purpose of the Plan.

         This Employee and Consultants  Stock  Compensation  Plan is intended to
further the growth and advance the best  interest of NEMDACO,  Inc.,  a Colorado
corporation  (the  "Company"),  and Affiliated  Corporations,  by supporting and
increasing the Company's  ability to attract,  retain and compensate  persons of
experience and ability and whose services are considered valuable,  to encourage
the  sense of  proprietorship  in such  persons,  and to  stimulate  the  active
interest  of such  persons in the  development  and  success of the  Company and
Affiliate  Corporations.  This Plan provides for stock compensation  through the
award of the Company's Common Stock, as a bonus or in lieu of cash  compensation
for services rendered.

2.       Definitions.

         Whenever  used in this Plan,  except  where the context  might  clearly
indicate  otherwise,  the  following  terms shall have the meanings set forth in
this section:

         a.       "Act" means the U.S. Securities Act of 1933, as amended.

         b.       "Affiliated Corporation" means any Parent or Subsidiary.

         c.       "Award" means any grant of Common Stock made under this
                  Plan, as a bonus, or in lieu of cash compensation for
                  services rendered.

         d.       "Board of Directors" means the Board of Directors of the
                  Company.

         e.       "Code" means the Internal Revenue Code of 1986, as
                  amended.

         f.       "Common Stock" or "Common Shares" means the common stock, $.01
                  par value per share, of the Company,  or in the event that the
                  outstanding  Common  Shares  are  hereafter  changed  into  or
                  exchanged for  different  shares of securities of the Company,
                  such other shares or securities.

         g.       "Date of Grant" means the day the Board of Directors
                  authorizes the grant of an Award or such later date as
                  may be specified by the Board of Directors as the date a
                  particular Award will become effective.

         h.       "Employee" means any person or entity that renders bona
                  fide services to the Company, including, without
                  limitation, (i) a person employed by the Company or an

                                       12
Affiliate  Corporation  in a key capacity;  (ii) an officer or
                  director of the Company or an Affiliate  Corporation;  (iii) a
                  person or  company  engaged  by the  Company  or an  Affiliate
                  Corporation as a consultant or advisor;  or (iv) a lawyer, law
                  firm, accountant or accounting firm, engaged by the Company or
                  an Affiliate Corporation.

         i.       "Parent" means any corporation owning 50% or more of the
                  total combined voting stock of all classes of the Company
                  or of another corporation qualifying as a Parent within
                  this definition.

         j.       "Participant" means an Employee or consultant to whom an
                  Award of Plan Shares has been made.

         k.       "Plan Shares" means shares of Common Stock from time to
                  time subject to this Plan.

         l.       "Subsidiary" means a corporation more than 50% of whose
                  total combined capital stock of all classes is held by
                  the Company or by another corporation qualifying as a
                  Subsidiary within this definition.

3.       Effective Date of the Plan.

         The  effective  date of  this  Plan is May  30,  1996.  No Plan  Shares
hereunder may be issued after November 31, 1999.

4.       Administration of the Plan.

         The Board of Directors will be responsible  for the  administration  of
this  Plan,  and will grant  Awards  under  this  Plan,  Subject to the  express
provisions of this Plan,  the Board of Directors  shall have full  authority and
sole and absolute  discretion to interpret  this Plan,  to prescribe,  amend and
rescind  rules  and   regulations   relating  to  it,  and  to  make  all  other
determinations  which it believes to be necessary or advisable in  administering
this Plan. The determination of those eligible to receive Plan Shares shall rest
in the sole  discretion of the Board of Directors,  subject to the provisions of
this Plan. The Board of Directors may correct any defect, supply any omission or
reconcile  any  inconsistency  in this Plan in such manner and to such extent it
shall deem  necessary to carry it into  effect.  Any  decision  made,  or action
taken,  by the  Board of  Directors  arising  out of or in  connection  with the
interpretation and administration of the Plan shall be final and conclusive. The
Board of Directors may appoint a  compensation  committee from among the members
of the full Board of Directors to administer this Plan.

5.       Stock Subject to the Plan.

         The  maximum  number of Plan  Shares as to which  Awards may be granted
under this Plan is 1,000,000 shares.

                                       13
6.       Persons Eligible to Receive Awards.

         Awards may be granted only to Employees as defined in 2(h) above.

7.       Grants of Awards.

         Except as otherwise  provided herein, the Board of Directors shall have
complete  discretion to determine when and to which  Employees  Awards are to be
granted, and the number of Plan Shares to be Awarded to each Employee.  No grant
will be made if, in the judgment of the Board of  Directors,  such a grant would
constitute  a public  distribution  with the meaning of the Act or the rules and
regulations promulgated thereunder.

8.       Delivery of Stock Certificates.

         As promptly as practicable after authorizing the grant of an Award, the
Company  shall  deliver  to the  person who is the  recipient  of the  award,  a
certificate or certificates  registered in that person's name,  representing the
number of Plan  Shares  that were  granted.  Unless  the Plan  Shares  have been
registered under the Act, each  certificate  evidencing Plan Shares shall bear a
legend to indicate that such shares  represented by the certificate  were issued
in a transaction which was not registered under the Act, and may only be sold or
transferred in a transaction  that is registered under the Act or is exempt from
the registration requirements of the Act.

9.       Assignability.

         No Award of Plan  Shares may be  assigned.  Plan Shares may be assigned
after such  shares  have been  delivered,  only in  accordance  with law and any
transfer restrictions imposed at the time of Award.

10.      Employment.

         Nothing in this Plan or in the grant of an Award shall  confer upon any
Employee  the right to  continue  in the  employ of the  Company  or  Affiliated
Corporation nor shall it interfere with or restrict in any way the lawful rights
of the Company or any  Affiliated  Corporation  to discharge any Employee at any
time for any reason whatsoever, with or without cause.

11.      Laws and Regulations.

         The  obligation  of the Company to sell and deliver  Plan Shares on the
grant of an Award  under this Plan shall be  subject to the  condition  that the
Company be satisfied that the sale and delivery thereof will not violate the Act
or any other applicable laws, rules or regulations.

                                       14
12.      Withholding of Taxes.

         If  subject  to   withholding   tax,  the  Company  or  any  Affiliated
Corporation  may require that the Employee  concurrently  pay to the Company the
entire  amount  or a portion  of any  taxes  which  the  Company  or  Affiliated
Corporation  is required  to  withhold  by reason of granting an Award,  in such
amount as the Company or Affiliated Corporation in its discretion may determine.
In lieu of part or all of any such  payment,  the Employee may elect to have the
Company or Affiliated Corporation withhold from the Plan Shares issued hereunder
a sufficient number of shares to satisfy withholding obligations. If the Company
or  Affiliated  Corporation  becomes  required to pay  withholding  taxes to any
federal,  state or other  taxing  authority  as a result of the  granting  of an
Award,  and the Employee fails to provide the Company or Affiliated  Corporation
with the funds with which to pay that withholding tax, the Company or Affiliated
Corporation  may  withhold  up to 50% of each  payment of salary or bonus to the
Employee  (which will be in addition to any required or permitted  withholding),
until the Company or Affiliated  Corporation  has been reimbursed for the entire
withholding  tax it was  required  to pay in  respect  of  issuance  of any Plan
Shares.

13.      Reservation of Shares.

         The  stock  subject  to this  Plan  shall,  at all  times,  consist  of
authorized but unissued shares of Common Stock reacquired or held by the Company
equal to the  maximum  number of shares the  Company may be required to issue on
the grant of Awards under this Plan,  and such number of Common Shares hereby is
reserved for such  purpose.  The Board of  Directors  may decrease the number of
shares  subject  to this  Plan,  but  not  increase  such  number,  except  as a
consequence  of a  stock  split  or  other  reorganization  or  recapitalization
affecting all Common Shares.

14.      Amendment and Termination of the Plan.

         The Board of Directors  may suspend or terminate  this Plan at any time
or from time to time, but no such action shall adversely  affect the rights of a
person granted an Award under this Plan prior to that date. Otherwise, this Plan
shall  terminate on the earlier of the terminal date stated in Section 3 of this
Plan or the date when all Plan Shares have been  issued.  The Board of Directors
shall have absolute  discretion to amend this Plan,  subject to any  limitations
expressly set forth herein.

15.      Delivery of Plan.

         A copy of this Plan shall be  delivered to all  participants,  together
with  a copy  of the  resolution  or  resolutions  of  the  Board  of  Directors
authorizing the granting of the Award and establishing

                                       15
the terms, if any of participation, prior to an Award of Plan
Shares.

16.      Liability.

         No member of the Board of Directors,  any  committee of  directors,  or
officers, employees or agents of the Company or any Affiliated Corporation shall
be  personally  liable for any action,  omission or  determination  made in good
faith in connection with this Plan.

17.      Miscellaneous Provisions.

         The  place  of  administration  of the Plan  shall  be in the  State of
Colorado, and the validity, construction, interpretation and effect of this Plan
and of its rules,  regulations  and rights  relating to it, shall be  determined
solely in accordance with the laws of such state.

         Without  amending  this  Plan,  the Board of  Directors  may issue Plan
Shares to employees of the Company who are foreign nationals or employed outside
the United States,  or both, on such terms and  conditions  different form those
specified in this Plan but consistent with the purpose of this Plan, as it deems
necessary and desirable to create equitable  opportunities  given differences in
tax laws in other countries.

         All expenses of  administering  this Plan and issuing Plan Shares shall
be borne by the Company.

         By signature  below,  the  undersigned  officers of the Company  hereby
certify that the  foregoing is a true and correct copy of the 1996  Employee and
Consultant Stock Compensation Plan of the
Company.

         Dated:  May 30, 1996.

                                           NEMDACO, INC.

                                           BY:
                                               President
Attest:

By:_______________________________
         Secretary

                                       16
EXHIBIT 24.1

                                       17
CONSENT FOR INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                                  NEMDACO, INC.

         We consent to the use in the Form S-8, Registration Statement Under the
Securities  Act of  1933,  of  NEMDACO,  Inc.  of  our  report  Incorporated  by
Reference,  of the financial statements of NEMDACO,  Inc. and Subsidiaries as of
April 30, 1995, accompanying the financial statements contained in the Form 10-K
for the period  then ended  April 30,  1995,  and to the use of our name and the
statements with respect to us as appearing  under the heading  "Exhibits" in the
Form S-8.

Dated: _________________________

                                       18
EXHIBIT 24.2

                                       19
CONSENT

         I hereby consent to the use in the Form S-8 of NEMDACO, Inc., under the
Securities Act of 1933, of my opinion letter dated September 5, 1996.

                                                       Michael A. Littman
                                                       Attorney at Law
                                                       September 5, 1996