<PAGE>
 
     As filed with the Securities and Exchange Commission on July 18, 1997
                                                                   Reg No.33
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                   _________________________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                      ___________________________________
                     INTERACTIVE MEDICAL TECHNOLOGIES LTD.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          Delaware                                        13-3367421
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       identification No.)

                              2139 Pontius Avenue
                            Los Angeles, California
                                 (310) 312-9652
                    (Address of principal executive offices)
                ________________________________________________

                       ADVISORY AND CONSULTING AGREEMENT
                              (Full title of plan)
                        ________________________________

                                 Peter T. Benz
                                   President
                              2139 Pontius Avenue
                             Los Angeles, CA 90025
                    (Name and address of agent for service)
                                 (310) 312-9652
          (Telephone number, including area code of agent for service)
                                    Copy to:
                             Robert Schulman, Esq.
                                5 Bontecou Lane
                               New City, NY 10958
                                 (914) 634-3225

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
                                        Proposed maximum    Proposed maximum
Title of securities      Amount to be    offering price    Aggregate offering      Amount of
to be registered          registered       per share             Price          registration fee
------------------------------------------------------------------------------------------------
<S>                      <C>               <C>                 <C>                 <C>
Common Stock             9,600,000         .07                 $882,000            $275
($.0001 per value)
=================================================================================================
</TABLE>

Estimated solely for the purpose of determining the amount of registration fee
and, pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the average of the bid and asked
prices of the common stock as reported on the OTC Bulletin Board on July 17,
1997 and also based upon the exercise price of 1,500,000 warrants at .17 per
share and 3,000,000 warrants at .09 per share.

                                     
<PAGE>
 
                                     PART I

             INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS


Item 1.    Plan Information.*

Item 2.    Registrant Information and Employee Plan Annual Information.*

           *Information required by Part 1 to be contained in the Section 10(a)
           prospectus is omitted from the registration statement in accordance
           with Rule 428 under the Securities Act of 1933 and the Note to Part I
           of Form S-8.

                                       2
<PAGE>
 
                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference

     The following documents filed by Interactive Medical Technologies Ltd. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:

     (a) the Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 1996 (Commission File No. 0-21384):


     (b) all other reports filed by the Company pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1996 through the date hereof;


     (c) the description of the Company's common stock contained in the
company's Registration Statement, dated March 18, 1993, on Form 8-A (Reg. No.
0-21384) filed with the Commission under the Exchange Act, including any
amendment or report subsequently filed by the Company for the purpose of
updating that description and

     (d) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which Indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.

Item 6. Indemnification of Directors and Officer

     Pursuant to Section 102(b)(7) of the General Corporation Law (the "GCL") of
the State of Delaware, the state of incorporation of the Company, the
Certificate of Incorporation of the Company, as amended (the Certificate of
Incorporation"), eliminates the liability of the Company's directors to the
Company or its stockholders, except for liabilities related to breach of duty of
loyalty, actions not in good faith and certain other liabilities.

     The Certificate of Incorporation of the Company provides for the
indemnification of directors and officers to the fullest extent permitted by the
GCL. Section 145 of the GCL of the State of Delaware authorizes indemnification
by a corporation when a person is made a party of any proceeding by reason of
the fact that such person is or was a director, officer, employee or agent of
the corporation or was serving as a director,

                                       3
<PAGE>
 
officer, employee or agent of another enterprise, at the request of the
corporation, and if such person acted in good faith and in a manner reasonably
believed by him or her to be in, or not opposed to, the best interests of the
corporation. With respect to any criminal proceeding, such person mush have had
no reasonable cause to believe that his or her conduct was unlawful. If it is
determined that the conduct of such person meets these standards, he or she may
be indemnified for expenses incurred and amounts paid in such proceeding
(including attorneys' fees) if actually and reasonably incurred by him or her in
connection therewith.

     If such a proceeding is brought by or on behalf of the corporation (i.e.,
a derivative suit), such person may be indemnified against expenses actually and
reasonably incurred if he or she acted in good faith and in a manner reasonably
believed by him or her to be in, or not opposed to, the best interests of the
corporation. There can be no indemnification with respect to any matter as to
which such person is adjudged to be liable to the corporation; however, a court
may, even in such case, allow such indemnification to such person for such
expenses as the court deems proper. Where such person is successful in any such
proceeding, he or she is entitled to be indemnified against expenses incurred by
him or her. In all other cases, indemnification is made by the corporation upon
determination by it that indemnification of such person is proper because such
person has met the applicable standard of conduct.

     The Company has entered into employment agreements with certain of its
officers, which may cover certain liabilities of such individuals to the
Company.

     The foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors and officers of the Company under the
Securities Act of 1933.

Experts

      The consolidated financial statements of the company appearing in the
Company's Annual Report (Form 10-KSB) for the year ended December 31, 1996 have
been audited by Beckman & Associates, independent public accounts, as set forth
in their report thereon included therein and incorporated herein by reference.
Reference is made to said report, which includes explanatory paragraphs that
describe the Company's ability to continue as a going concern, discussed in Note
1 to the Company's Consolidated Financial Statements, and a paragraph that
describes the litigation discussed in Note 4 to the Company's Consolidated
Financial Statements. Such financial statements are incorporated herein in
reliance upon the reports of Beckman & Associates, pertaining to such financial
statements (to the extent filed with the Commission) given upon the authority of
such firm as experts in giving such reports.

                                       4
<PAGE>
 
Item 8.  Exhibits

         4.1  Advisory and Consulting Agreements

         4.2  Specified share certificate (1)

         4.3  Certificate of Incorporation, as amended to date, and By-laws. (2)

         5.1 Opinion of Robert Schulman, Esq., regarding the legality of the
securities registered hereunder.

         23.1  Consent of Beckman & Associates 

         23.2  Consent of Robert Schulman, Esq. (included as part of Exhibit
5.1)

(1) Incorporated by reference to the Company's Registration Statement on Form
    SB-2, filed on October 12, 1993. Registration No. 33-70260-NY as amended.
(2) Incorporated by reference to the Company's Registration Statement on Form
    S-18 Registration No. 33-17548-NY, as amended on August 17, 1990. The
    Company's Bylaws are the same as those of its predecessor, See/Shell
    Biotechnology, Inc.

Item 9. Undertakings

     The Company hereby undertakes:

                                       5
<PAGE>
 
(1)  To file during any period in which offers or sales are being made, a post-
     effective amendment to this Registration Statement:

     (i)   To include any prospectus required by Section 10(a)(3) of the
securities Act 1933:

     (ii)  To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement:

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

provided, however, that paragraph (1) (I) and (I)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraph is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

(2)  That for the purpose of determining any liability under the Securities Act
     of 1933, each such post-effective amendments shall be deemed to be a new
     registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.


(3)  To remove from registration by mean of a post-effective amendment any of
     the securities being registered hereunder which remain unsold at the
     termination of the offering.


     The undersigned Company hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities and
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the above-described provisions or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of 

                                       6
<PAGE>
 
expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                       7
<PAGE>
 
                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing 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 July 18, 1997.

                                  
                                        Interactive Medical Technologies Ltd.
 
                                         
                                        By   /s/   Peter T. Benz
                                          ----------------------------------
                                          Peter T. Benz, 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
          ---------                          -----                      ----
 
By: /s/ Steven R. Westlund      Chairman of the Board              July 18, 1997
-----------------------------   Chief Executive Officer and
    Steven R. Westlund          Director
                                (Principal Executive Officer)
 
By: /s/ Peter T. Benz           Chief Financial Officer            July 18, 1997
-----------------------------   and Director
      Peter T. Benz             
                                

                                       8
<PAGE>
 
                               INDEX TO EXHIBITS

     EXHIBIT
     NO.             DESCRIPTION
     -------         -----------
     4.1   Advisory and Consulting Agreements

     4.2   Specified share certificate (1)

     4.3   Certificate of Incorporation, as amended to date, and By-laws. (2)

     5.1   Opinion of Robert Schulman, Esq., regarding the legality of the
           securities registered hereunder.

     23.1  Consent of Beckman & Associates 

     23.2  Consent of Robert Schulman , Esq. (included as part of Exhibit 5.1)


(1) Incorporated by reference to the Company's Registration Statement on Form
    SB-2, filed on October 12, 1993. Registration No. 33-70260-NY as amended.
(2) Incorporated by reference to the Company's Registration Statement on Form
    S-18 Registration No. 33-17548N-Y, as amended on August 17, 1990. The
    Company's Bylaws are the same as those of its predecessor. See/Shell
    Biotechnology, Inc.

                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16446}]
{"company-data": {"conformed-name": "INTERACTIVE MEDICAL TECHNOLOGIES LTD", "cik": "0000822997", "assigned-sic": "2835", "irs-number": "133367421", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31629", "film-number": "97642791"}, "business-address": {"street1": "2139 PONTIUS AVE", "city": "LOS ANGELES", "state": "CA", "zip": "90025", "phone": "3103129652"}, "mail-address": {"street1": "2139 PONTIUS AVE", "city": "LOS ANGELES", "state": "CA", "zip": "90025"}, "former-company": {"former-conformed-name": "INTERACTIVE PRINCIPLES LTD", "date-changed": "19900419"}}
As filed with the Securities and Exchange Commission on July 18, 1997
                                                                   Reg No.33
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                   _________________________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                      ___________________________________
                     INTERACTIVE MEDICAL TECHNOLOGIES LTD.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          Delaware                                        13-3367421
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       identification No.)

                              2139 Pontius Avenue
                            Los Angeles, California
                                 (310) 312-9652
                    (Address of principal executive offices)
                ________________________________________________

                       ADVISORY AND CONSULTING AGREEMENT
                              (Full title of plan)
                        ________________________________

                                 Peter T. Benz
                                   President
                              2139 Pontius Avenue
                             Los Angeles, CA 90025
                    (Name and address of agent for service)
                                 (310) 312-9652
          (Telephone number, including area code of agent for service)
                                    Copy to:
                             Robert Schulman, Esq.
                                5 Bontecou Lane
                               New City, NY 10958
                                 (914) 634-3225

                        CALCULATION OF REGISTRATION FEE
================================================================================================
                                        Proposed maximum    Proposed maximum
Title of securities      Amount to be    offering price    Aggregate offering      Amount of
to be registered          registered       per share             Price          registration fee
------------------------------------------------------------------------------------------------
Common Stock             9,600,000         .07                 $882,000            $275
($.0001 per value)
=================================================================================================
Estimated solely for the purpose of determining the amount of registration fee
and, pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the average of the bid and asked
prices of the common stock as reported on the OTC Bulletin Board on July 17,
1997 and also based upon the exercise price of 1,500,000 warrants at .17 per
share and 3,000,000 warrants at .09 per share.
PART I

             INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.*

Item 2.    Registrant Information and Employee Plan Annual Information.*

           *Information required by Part 1 to be contained in the Section 10(a)
           prospectus is omitted from the registration statement in accordance
           with Rule 428 under the Securities Act of 1933 and the Note to Part I
           of Form S-8.

                                       2
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference

     The following documents filed by Interactive Medical Technologies Ltd. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:

     (a) the Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 1996 (Commission File No. 0-21384):

     (b) all other reports filed by the Company pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1996 through the date hereof;

     (c) the description of the Company's common stock contained in the
company's Registration Statement, dated March 18, 1993, on Form 8-A (Reg. No.
0-21384) filed with the Commission under the Exchange Act, including any
amendment or report subsequently filed by the Company for the purpose of
updating that description and

     (d) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which Indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.

Item 6. Indemnification of Directors and Officer

     Pursuant to Section 102(b)(7) of the General Corporation Law (the "GCL") of
the State of Delaware, the state of incorporation of the Company, the
Certificate of Incorporation of the Company, as amended (the Certificate of
Incorporation"), eliminates the liability of the Company's directors to the
Company or its stockholders, except for liabilities related to breach of duty of
loyalty, actions not in good faith and certain other liabilities.

     The Certificate of Incorporation of the Company provides for the
indemnification of directors and officers to the fullest extent permitted by the
GCL. Section 145 of the GCL of the State of Delaware authorizes indemnification
by a corporation when a person is made a party of any proceeding by reason of
the fact that such person is or was a director, officer, employee or agent of
the corporation or was serving as a director,

                                       3
officer, employee or agent of another enterprise, at the request of the
corporation, and if such person acted in good faith and in a manner reasonably
believed by him or her to be in, or not opposed to, the best interests of the
corporation. With respect to any criminal proceeding, such person mush have had
no reasonable cause to believe that his or her conduct was unlawful. If it is
determined that the conduct of such person meets these standards, he or she may
be indemnified for expenses incurred and amounts paid in such proceeding
(including attorneys' fees) if actually and reasonably incurred by him or her in
connection therewith.

     If such a proceeding is brought by or on behalf of the corporation (i.e.,
a derivative suit), such person may be indemnified against expenses actually and
reasonably incurred if he or she acted in good faith and in a manner reasonably
believed by him or her to be in, or not opposed to, the best interests of the
corporation. There can be no indemnification with respect to any matter as to
which such person is adjudged to be liable to the corporation; however, a court
may, even in such case, allow such indemnification to such person for such
expenses as the court deems proper. Where such person is successful in any such
proceeding, he or she is entitled to be indemnified against expenses incurred by
him or her. In all other cases, indemnification is made by the corporation upon
determination by it that indemnification of such person is proper because such
person has met the applicable standard of conduct.

     The Company has entered into employment agreements with certain of its
officers, which may cover certain liabilities of such individuals to the
Company.

     The foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors and officers of the Company under the
Securities Act of 1933.

Experts

      The consolidated financial statements of the company appearing in the
Company's Annual Report (Form 10-KSB) for the year ended December 31, 1996 have
been audited by Beckman & Associates, independent public accounts, as set forth
in their report thereon included therein and incorporated herein by reference.
Reference is made to said report, which includes explanatory paragraphs that
describe the Company's ability to continue as a going concern, discussed in Note
1 to the Company's Consolidated Financial Statements, and a paragraph that
describes the litigation discussed in Note 4 to the Company's Consolidated
Financial Statements. Such financial statements are incorporated herein in
reliance upon the reports of Beckman & Associates, pertaining to such financial
statements (to the extent filed with the Commission) given upon the authority of
such firm as experts in giving such reports.

                                       4
Item 8.  Exhibits

         4.1  Advisory and Consulting Agreements

         4.2  Specified share certificate (1)

         4.3  Certificate of Incorporation, as amended to date, and By-laws. (2)

         5.1 Opinion of Robert Schulman, Esq., regarding the legality of the
securities registered hereunder.

         23.1  Consent of Beckman & Associates 

         23.2  Consent of Robert Schulman, Esq. (included as part of Exhibit
5.1)

(1) Incorporated by reference to the Company's Registration Statement on Form
    SB-2, filed on October 12, 1993. Registration No. 33-70260-NY as amended.
(2) Incorporated by reference to the Company's Registration Statement on Form
    S-18 Registration No. 33-17548-NY, as amended on August 17, 1990. The
    Company's Bylaws are the same as those of its predecessor, See/Shell
    Biotechnology, Inc.

Item 9. Undertakings

     The Company hereby undertakes:

                                       5
(1)  To file during any period in which offers or sales are being made, a post-
     effective amendment to this Registration Statement:

     (i)   To include any prospectus required by Section 10(a)(3) of the
securities Act 1933:

     (ii)  To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement:

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

provided, however, that paragraph (1) (I) and (I)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraph is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

(2)  That for the purpose of determining any liability under the Securities Act
     of 1933, each such post-effective amendments shall be deemed to be a new
     registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(3)  To remove from registration by mean of a post-effective amendment any of
     the securities being registered hereunder which remain unsold at the
     termination of the offering.

     The undersigned Company hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities and
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the above-described provisions or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of 

                                       6
expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                       7
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing 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 July 18, 1997.

                                  
                                        Interactive Medical Technologies Ltd.
 
                                         
                                        By   /s/   Peter T. Benz
                                          ----------------------------------
                                          Peter T. Benz, 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
          ---------                          -----                      ----
 
By: /s/ Steven R. Westlund      Chairman of the Board              July 18, 1997
-----------------------------   Chief Executive Officer and
    Steven R. Westlund          Director
                                (Principal Executive Officer)
 
By: /s/ Peter T. Benz           Chief Financial Officer            July 18, 1997
-----------------------------   and Director
      Peter T. Benz             
                                

                                       8
INDEX TO EXHIBITS

     EXHIBIT
     NO.             DESCRIPTION
     -------         -----------
     4.1   Advisory and Consulting Agreements

     4.2   Specified share certificate (1)

     4.3   Certificate of Incorporation, as amended to date, and By-laws. (2)

     5.1   Opinion of Robert Schulman, Esq., regarding the legality of the
           securities registered hereunder.

     23.1  Consent of Beckman & Associates 

     23.2  Consent of Robert Schulman , Esq. (included as part of Exhibit 5.1)

(1) Incorporated by reference to the Company's Registration Statement on Form
    SB-2, filed on October 12, 1993. Registration No. 33-70260-NY as amended.
(2) Incorporated by reference to the Company's Registration Statement on Form
    S-18 Registration No. 33-17548N-Y, as amended on August 17, 1990. The
    Company's Bylaws are the same as those of its predecessor. See/Shell
    Biotechnology, Inc.

                                       9