As filed with the Securities and Exchange Commission on April 25, 1997

                                                           File No. 33-78956-A
================================================================================


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

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

                                 Aquagenix, Inc.
               (Exact name of issuer as specified in its charter)

              Delaware                                        65-0419263
    (State or other jurisdiction                          (I.R.S. Employer
  of incorporation or organization)                      Identification No.)

        6500 N.W. 15th Avenue
      Fort Lauderdale, Florida                                   33309
(Address of principal executive offices)                       (Zip Code)


                 AQUAGENIX, INC. 1994 EMPLOYEE STOCK OPTION PLAN
        AQUAGENIX, INC. AMENDED AND RESTATED DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)
                               ________________

                          Andrew P. Chesler, President
                              6500 N.W. 15th Avenue
                         Fort Lauderdale, Florida 33309
                          Telephone No.: (407) 994-8585
                     (Name and address of agent for service)

                                    Copy to:
                             Roxanne K. Beilly, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200
                               ________________




<PAGE>


                         CALCULATION OF REGISTRATION FEE
================================================================================

                                        Proposed       Proposed
                                        maximum        maximum
                                        offering       aggregate    Amount of
Title of securities    Amount to be     price per      offering     registration
 to be registered      registered       share(1)       price(2)     fee

================================================================================

Common Stock
($.01 par value)       700,000 shares   $3.88-$6.75    $4,388,213   $1,329.76

================================================================================


(1)   Estimated   solely  for  the  purpose  of  computing  the  amount  of  the
      registration  fee in accordance  with Rule 451(c) under the Securities Act
      of 1933, as amended (the "Securities Act").

(2)   Computed in accordance with Rule 457(h) on the basis of the (i) the actual
      exercise price of $5.00 for an aggregate of 110,450 options, respectively,
      to purchase Common Stock being registered, which have already been granted
      under the Aquagenix, Inc. 1994 Employee Stock Option Plan, (ii) the actual
      exercise  prices of $3.88,  for an aggregate of 50,000 options to purchase
      Common Stock being  registered,  which have already been granted under the
      Aquagenix,  Inc.  Amended and Restated  Directors  Stock Option Plan,  and
      (iii) the  average of the high and low sale  price of the Common  Stock on
      April 21, 1997, ($6.75) with respect to (a) 389,550 shares of Common Stock
      subject  to  future  grants of  options  under the  Aquagenix,  Inc.  1994
      Employee Stock Option Plan, and (b) 150,000 shares of Common Stock subject
      to future grants of options under the Aquagenix, Inc. Amended and Restated
      Directors Stock Option Plan.



















<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference
-------     ---------------------------------------

      The  documents  listed  in (a)  through  (c)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (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,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

            (a)   The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996.

            (b)   The  Company's  Quarterly  Reports  on  Form  10-QSB  for  the
quarterly period ended March 31, 1996, June 30, 1996 and September 30, 1996.

            (c)   The  Company's  current  reports  on Form 8-K  dated  March 8,
1996, April 25, 1996, June 7, 1996, June 12, 1996, December 7, 1996 and December
31, 1996.

            (d)   All other reports filed  pursuant to Section 13(a) or 15(d) of
the Exchange  Act since the end of the fiscal year  covered by the  Registrant's
document referred to in (a) above.

            (e)   The  description  of the Common Stock of the Company  which is
contained in a Registration  Statement filed under the Exchange Act on Form 8-A,
including any amendment or report filed for the purpose of updating and amending
such description.

Item 4.     Description of Securities
-------     -------------------------

      Not Applicable.

Item 5.     Interests of Named Experts and Counsel
-------     --------------------------------------

      Not Applicable.



                                        i


<PAGE>



Item 6.     Indemnification of Directors and Officers
-------     -----------------------------------------

      Section  145 of the  General  Corporation  Law of  Delaware,  under  which
jurisdiction  the Company is  incorporated.  empowers a corporation to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another corporation or enterprise.  A corporation may indemnify against
expenses (including  attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person  indemnified  acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was unlawful.  In the case of an
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery  or the court in which such action was brought  shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.  Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been  successful in the defense of any action,  suit or  proceeding  referred to
above or in the defense of any claim,  issue or matter therein,  he or she shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him or her in connection therewith.

      The  Restated  Certificate  of  Incorporation  and  By-Laws of the Company
require the  Company to  indemnify  its  Directors  and  officers to the fullest
extent permitted by the General Corporation Law of the State of Delaware.

      The Company maintains  directors and officers liability  insurance,  which
covers the Company's subsidiaries and the respective directors and officers.

Item 7.     Exemption from Registration Claimed
-------     -----------------------------------

      Not Applicable







                                     II-i


<PAGE>



Item 8.     Exhibits
-------     --------

Exhibit     Description
-------     -----------

(4.1)       Registrant's 1994 Employee Stock Option Plan

(4.2)       Registrant's Amended and Restated Directors Stock Option Plan

(5)         Opinion of Atlas, Pearlman, Trop & Borkson, P.A.

(23.1)      Consent of Atlas,  Pearlman,  Trop & Borkson,  P.A.  included in the
            opinion filed as exhibit (5) hereto

(23.2)      Consents of independent certified public accountants

(24)        Power of  Attorney  is  included  in the  Signature  section of this
            Registration Statement

Item 9.     Undertakings
-------     ------------

      (1)   The undersigned Registrant hereby undertakes:

            (a)   To file,  during  any period in which  offerings  or sales are
being made, a post-effective amendment to this Registration Statement 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;

            (b)   That, for the purposes of determining  any liability under the
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

            (c)   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.

      (2)   The undersigned  Registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement






                                    II-ii


<PAGE>


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





























                                    II-iii


<PAGE>



                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Fort Lauderdale and the State of Florida, on the
24th day of April, 1997.

                                    AQUAGENIX, INC.


                                    By:/s/Andrew P. Chesler
                                       --------------------  
                                       Andrew P. Chesler
                                       Chairman of the Board and President


                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below hereby  constitutes  and appoints  Andrew P. Chesler,  his true and lawful
attorney-in-fact,   acting  alone,   with  full  powers  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to  sign  any  or  all  amendments,  including  any  post-effective
amendments,  to this Registration Statement, and to file the same, with exhibits
thereto,  and other  documents  to be filed in  connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact or his substitute,  acting alone, may lawfully do or cause
to be done by virtue hereof.

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

      Signature                           Title                      Date
      ---------                           -----                      ----
                                    Chairman of the Board,
                                    Chief Executive Officer
                                    and President (Principal
/s/Andrew P. Chesler                Executive Officer)           April 24, 1997
-----------------------------
Andrew P. Chesler

                                    Chief Financial Officer
/s/Helen Chia                       (Principal Accounting
-----------------------------       Officer)                     April 24, 1997
Helen Chia



                                      II-iv


<PAGE>



/s/Abraham S. Fischler              Director                     April 24, 1997
-----------------------------
Abraham S. Fischler


/s/Fred S. Katz                     Director                     April 24, 1997
-----------------------------
Fred S. Katz


/s/Allen H. Stern                   Director                     April 24, 1997
-----------------------------
Allen H. Stern


/s/Jeffrey T. Katz                  Director                     April 24, 1997
-----------------------------
Jeffrey T. Katz



























                                     II-v
[{"type": "S-8", "sequence": "1", "description": "AQUAGENIX, INC.", "secsgml_size_bytes": 15576}]
{"company-data": {"conformed-name": "AQUAGENIX INC/DE", "cik": "0000923604", "assigned-sic": "4950", "irs-number": "650419263", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25831", "film-number": "97587395"}, "business-address": {"street1": "6500 NW 15TH AVE", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33309", "phone": "9549757771"}, "mail-address": {"street1": "6500 NORTHWEST 15 AVE", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33309"}, "former-company": {"former-conformed-name": "AQUATERRA INC", "date-changed": "19940523"}}
As filed with the Securities and Exchange Commission on April 25, 1997

                                                           File No. 33-78956-A
================================================================================

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

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

                                 Aquagenix, Inc.
               (Exact name of issuer as specified in its charter)

              Delaware                                        65-0419263
    (State or other jurisdiction                          (I.R.S. Employer
  of incorporation or organization)                      Identification No.)

        6500 N.W. 15th Avenue
      Fort Lauderdale, Florida                                   33309
(Address of principal executive offices)                       (Zip Code)

                 AQUAGENIX, INC. 1994 EMPLOYEE STOCK OPTION PLAN
        AQUAGENIX, INC. AMENDED AND RESTATED DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)
                               ________________

                          Andrew P. Chesler, President
                              6500 N.W. 15th Avenue
                         Fort Lauderdale, Florida 33309
                          Telephone No.: (407) 994-8585
                     (Name and address of agent for service)

                                    Copy to:
                             Roxanne K. Beilly, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                            Fort Lauderdale, FL 33301
                                 (954) 763-1200
                               ________________
CALCULATION OF REGISTRATION FEE
================================================================================

                                        Proposed       Proposed
                                        maximum        maximum
                                        offering       aggregate    Amount of
Title of securities    Amount to be     price per      offering     registration
 to be registered      registered       share(1)       price(2)     fee

================================================================================

Common Stock
($.01 par value)       700,000 shares   $3.88-$6.75    $4,388,213   $1,329.76

================================================================================

(1)   Estimated   solely  for  the  purpose  of  computing  the  amount  of  the
      registration  fee in accordance  with Rule 451(c) under the Securities Act
      of 1933, as amended (the "Securities Act").

(2)   Computed in accordance with Rule 457(h) on the basis of the (i) the actual
      exercise price of $5.00 for an aggregate of 110,450 options, respectively,
      to purchase Common Stock being registered, which have already been granted
      under the Aquagenix, Inc. 1994 Employee Stock Option Plan, (ii) the actual
      exercise  prices of $3.88,  for an aggregate of 50,000 options to purchase
      Common Stock being  registered,  which have already been granted under the
      Aquagenix,  Inc.  Amended and Restated  Directors  Stock Option Plan,  and
      (iii) the  average of the high and low sale  price of the Common  Stock on
      April 21, 1997, ($6.75) with respect to (a) 389,550 shares of Common Stock
      subject  to  future  grants of  options  under the  Aquagenix,  Inc.  1994
      Employee Stock Option Plan, and (b) 150,000 shares of Common Stock subject
      to future grants of options under the Aquagenix, Inc. Amended and Restated
      Directors Stock Option Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference
-------     ---------------------------------------

      The  documents  listed  in (a)  through  (c)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (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,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

            (a)   The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996.

            (b)   The  Company's  Quarterly  Reports  on  Form  10-QSB  for  the
quarterly period ended March 31, 1996, June 30, 1996 and September 30, 1996.

            (c)   The  Company's  current  reports  on Form 8-K  dated  March 8,
1996, April 25, 1996, June 7, 1996, June 12, 1996, December 7, 1996 and December
31, 1996.

            (d)   All other reports filed  pursuant to Section 13(a) or 15(d) of
the Exchange  Act since the end of the fiscal year  covered by the  Registrant's
document referred to in (a) above.

            (e)   The  description  of the Common Stock of the Company  which is
contained in a Registration  Statement filed under the Exchange Act on Form 8-A,
including any amendment or report filed for the purpose of updating and amending
such description.

Item 4.     Description of Securities
-------     -------------------------

      Not Applicable.

Item 5.     Interests of Named Experts and Counsel
-------     --------------------------------------

      Not Applicable.

                                        i
Item 6.     Indemnification of Directors and Officers
-------     -----------------------------------------

      Section  145 of the  General  Corporation  Law of  Delaware,  under  which
jurisdiction  the Company is  incorporated.  empowers a corporation to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another corporation or enterprise.  A corporation may indemnify against
expenses (including  attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person  indemnified  acted in good faith and in a manner he
or she reasonably  believed to be in or not opposed to the best interests of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was unlawful.  In the case of an
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery  or the court in which such action was brought  shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.  Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been  successful in the defense of any action,  suit or  proceeding  referred to
above or in the defense of any claim,  issue or matter therein,  he or she shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him or her in connection therewith.

      The  Restated  Certificate  of  Incorporation  and  By-Laws of the Company
require the  Company to  indemnify  its  Directors  and  officers to the fullest
extent permitted by the General Corporation Law of the State of Delaware.

      The Company maintains  directors and officers liability  insurance,  which
covers the Company's subsidiaries and the respective directors and officers.

Item 7.     Exemption from Registration Claimed
-------     -----------------------------------

      Not Applicable

                                     II-i
Item 8.     Exhibits
-------     --------

Exhibit     Description
-------     -----------

(4.1)       Registrant's 1994 Employee Stock Option Plan

(4.2)       Registrant's Amended and Restated Directors Stock Option Plan

(5)         Opinion of Atlas, Pearlman, Trop & Borkson, P.A.

(23.1)      Consent of Atlas,  Pearlman,  Trop & Borkson,  P.A.  included in the
            opinion filed as exhibit (5) hereto

(23.2)      Consents of independent certified public accountants

(24)        Power of  Attorney  is  included  in the  Signature  section of this
            Registration Statement

Item 9.     Undertakings
-------     ------------

      (1)   The undersigned Registrant hereby undertakes:

            (a)   To file,  during  any period in which  offerings  or sales are
being made, a post-effective amendment to this Registration Statement 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;

            (b)   That, for the purposes of determining  any liability under the
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

            (c)   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.

      (2)   The undersigned  Registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement

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

                                    II-iii
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Fort Lauderdale and the State of Florida, on the
24th day of April, 1997.

                                    AQUAGENIX, INC.

                                    By:/s/Andrew P. Chesler
                                       --------------------  
                                       Andrew P. Chesler
                                       Chairman of the Board and President

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below hereby  constitutes  and appoints  Andrew P. Chesler,  his true and lawful
attorney-in-fact,   acting  alone,   with  full  powers  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to  sign  any  or  all  amendments,  including  any  post-effective
amendments,  to this Registration Statement, and to file the same, with exhibits
thereto,  and other  documents  to be filed in  connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact or his substitute,  acting alone, may lawfully do or cause
to be done by virtue hereof.

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

      Signature                           Title                      Date
      ---------                           -----                      ----
                                    Chairman of the Board,
                                    Chief Executive Officer
                                    and President (Principal
/s/Andrew P. Chesler                Executive Officer)           April 24, 1997
-----------------------------
Andrew P. Chesler

                                    Chief Financial Officer
/s/Helen Chia                       (Principal Accounting
-----------------------------       Officer)                     April 24, 1997
Helen Chia

                                      II-iv
/s/Abraham S. Fischler              Director                     April 24, 1997
-----------------------------
Abraham S. Fischler

/s/Fred S. Katz                     Director                     April 24, 1997
-----------------------------
Fred S. Katz

/s/Allen H. Stern                   Director                     April 24, 1997
-----------------------------
Allen H. Stern

/s/Jeffrey T. Katz                  Director                     April 24, 1997
-----------------------------
Jeffrey T. Katz

                                     II-v