BIOFIELD CORP \DE\, S-8, 1996-12-19

BIOFIELD CORP \DE\
S-8, 1996-12-19
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS

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<PAGE> 1

Registration No. 333-
------
As filed with the Securities and Exchange Commission on December 19, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM S-8

Registration Statement Under The Securities Act of 1933

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

BIOFIELD CORP.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
Delaware 13-3703450
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
</TABLE>
Kenneth W. Anstey
President and Chief Executive Officer
1225 Northmeadow Parkway
Suite 120
Roswell, Georgia 30076
(770) 740-8180
(Address, including zip code, and telephone number, including area code, of
registrant's principal
executive offices and agent for service)

Biofield Corp. 1992 Employee Stock Incentive Plan
Biofield Corp. 1996 Stock Option Plan
Biofield Corp. 1996 Stock Option Plan for Non-Employee Directors
Certain Employment Contracts
Certain Option Agreements
(Full title of the Plans)

Copy to:
Stephen H. Kay, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
(212) 661-6500
<PAGE> 2

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered (1) Per Share (2) Offering Price (2) Fee (2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.001 per share 147,060 shares (3) $8.9375 $1,314,348.75 $ 398.29
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.001 per share 500,000 shares (4) $8.9375 $4,468,750.00 $1,354.17
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.001 per share 150,000 shares (5) $8.9375 $1,340,625.00 $ 406.25
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.001 per share 993,205 shares (6) $8.9375 $8,876,769.69 $2,689.93
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.001 per share 339,704 shares (7) $8.9375 $3,036,104.50 $ 920.03
=======================================================================================================================
</TABLE>

(1) Plus such indeterminate number of shares pursuant to Rule 416 as may
be issued in respect of stock splits, stock dividends and similar
transactions.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 on the
average high and low prices for the Common Stock, as reported on the
Nasdaq National Market on December 17, 1996.

(3) The number of shares of Common Stock being registered represents the
shares of Common Stock that may be issued on the date hereof under the
Biofield Corp. 1992 Employee Stock Incentive Plan ("1992 Plan")
pursuant to options issued or to be issued under the 1992 Plan.

(4) The number of shares of Common Stock being registered represents the
shares of Common Stock that may be issued on the date hereof under the
Biofield Corp. 1996 Option Plan ("1996 Plan") pursuant to options
issued or to be issued under the 1996 Plan.

(5) The number of shares of Common Stock being registered represents the
shares of Common Stock that may be issued on the date hereof under the
Biofield Corp. 1996 Stock Option Plan for Non-Employee Directors
("1996 Directors' Stock Plan") pursuant to options issued or to be
issued under the 1996 Directors' Stock Plan.

(6) The number of shares of Common Stock being registered represents the
shares of Common Stock that may be issued on the date hereof under the
Employment Contracts with the following individuals: Kenneth W.
Anstey, Bruce Allen Bach, Richard J. Davies, M.D., Mark L. Faupel,
Michael R. Gavenchak, D. Carl Long, and Robert Yocher (the "Certain
Employment Contracts") pursuant to options issued or to be issued
under those Certain Employment Contracts.

(7) The number of shares of Common Stock being registered represents the
shares of Common Stock that may be issued on the date hereof under the
Option Agreements with the following individuals: James B. Anderson,
Carole Baraldi, Burke T. Barrett, Loredana Bologna, Debra A. Dow,
Gordon J. Dow, Martin H. Lindenberg, M.D., David M. Long, Jr., M.D.,
Mario Martinez, Bridgit Chiappetta-Mistretta, Isabel Miner, Seth
Nathanson, Oppenheimer & Co., Theodore Pincus, Rosemarie Reinman,
Timothy G. Roche, John C. Rodowski, Laura J. Stein, John D. Stephens,
Linda Thompson, Estate of Kenneth S. Warren, M.D., and W. Clark
Wescoe, M.D. (the "Certain Option Agreements") pursuant to options
issued or to be issued under those Certain Option Agreements.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") has been or will
be sent or given to participants in the Plans as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933 (the "Securities Act"). Such document(s) are not
being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of
the Securities Act.

EXPLANATORY NOTE

This Registration Statement includes a Prospectus, prepared in
accordance with the requirements of Form S-3, which, pursuant to General
Instruction C of Form S-8, may be used for (i) the offer and sale by certain
officers and directors of the Company who may be deemed to be "affiliates" of
the Company, as that term is defined in Rule 405 under the Securities Act, of
securities registered hereunder and (ii) reoffers and resales by certain
participants in the Plans of shares of Common Stock, which shares are
"restricted securities" as defined in Rule 144 under the Securities Act, issued
upon the exercise of the Options (as defined below).

- 2 -
<PAGE> 3

BIOFIELD CORP.

COMMON STOCK (PAR VALUE $.001 PER SHARE)

UP TO 147,060 SHARES OF COMMON STOCK UNDER BIOFIELD CORP. 1992 EMPLOYEE STOCK
INCENTIVE PLAN

UP TO 500,000 SHARES OF COMMON STOCK UNDER BIOFIELD CORP. 1996 STOCK OPTION
PLAN

UP TO 150,000 SHARES OF COMMON STOCK UNDER BIOFIELD CORP. STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS

UP TO 993,205 SHARES OF COMMON STOCK UNDER CERTAIN EMPLOYMENT CONTRACTS

AND

UP TO 339,704 SHARES OF COMMON STOCK UNDER CERTAIN OPTION AGREEMENTS

This Prospectus relates to (i) offers and sales of shares of Common
Stock, par value $.001 per share (the "Common Stock"), of Biofield Corp., a
Delaware corporation (the "Company"), that have been or will be acquired by
certain officers and directors (the "Management Selling Security-Holders") who
may be deemed to be "affiliates" of the Company, as defined in Rule 405 under
the Securities Act of 1933 (the "Securities Act"), upon exercise of options
(the "Options") granted pursuant to the (a) Biofield Corp. 1992 Employee Stock
Incentive Plan (the "1992 Plan"); (b) Biofield Corp. 1996 Stock Option Plan
(the "1996 Plan"); (c) Biofield Corp. 1996 Stock Option Plan for Non-Employee
Directors (the "1996 Directors' Stock Plan"); (d) Employment Contracts with the
following individuals: Kenneth W. Anstey, Bruce Allen Bach, Richard J. Davies,
M.D., Mark L. Faupel, Michael R. Gavenchak, D. Carl Long and Robert Yocher (the
"Certain Employment Contracts"); and (e) Option Agreements with the following
individuals: James B. Anderson, Carole Baraldi, Burke T. Barrett, Loredana
Bologna, Debra A. Dow, Gordon J. Dow, Martin H. Lindenberg, M.D., David M.
Long, Jr., M.D., Mario Martinez, Bridgit Chiappetta-Mistretta, Isabel Miner,
Seth Nathanson, Oppenheimer & Co., Theodore Pincus, Rosemarie Reinman, Timothy
G. Roche, John C. Rodowski, Laura J. Stein, John D. Stephens, Linda Thompson,
Estate of Kenneth S. Warren, M.D. and W. Clark Wescoe, M.D. (the "Certain
Option Agreements" and collectively, with the 1992 Plan, the 1996 Plan, the
1996 Directors' Stock Plan and the Certain Employment Contracts, the "Plans")
and (ii) reoffers and resales by certain participants (the "Plan Selling
Security-Holders", and together with the Management Selling Security-Holders,
the "Selling Security-Holders") in the Plans of shares of Common Stock, which
shares are "restricted securities" as defined in Rule 144 under the Securities
Act, issued upon the exercise of Options granted pursuant to the Plans.

The Common Stock is quoted on the Nasdaq National Market(R) (the
"Nasdaq National Market") under the symbol "BZET." The closing sales price for
the Common Stock on December 17, 1996 was $9.00 per share.

Shares covered by this Prospectus may be offered and sold from time to
time directly by the Selling Security- Holders or through brokers on the Nasdaq
National Market or otherwise at the prices prevailing at the time of such
sales. No specified brokers or dealers have been designated by the Selling
Security-Holders, and no agreement has been entered into in respect of
brokerage commissions or for the exclusive or coordinated sale of any
securities which may be offered pursuant to this Prospectus. The net proceeds
to the Selling Security-Holders will be the proceeds received by them upon such
sales, less brokerage commissions, if any. The Company will pay all expenses
of preparing and reproducing this Prospectus, but will not receive any of the
proceeds from sales by any of the Selling Security-Holders. The Selling
Security-Holders, and any broker-dealers, agents, or underwriters through whom
the Shares are sold, may be deemed "underwriters" within the meaning of the
Securities Act with respect to securities offered by them, and any profits
realized or commissions received by them may be deemed underwriting
compensation. See "Plan of Distribution."

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

THE COMMON STOCK OFFERED HEREBY INVOLVES A SUBSTANTIAL DEGREE OF RISK. SEE
"RISK FACTORS."

No dealer, salesman, or any other person has been authorized to give
any information or to make any representation other than as contained or
incorporated by reference herein and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy securities by anyone in any jurisdiction in
which such offering may not lawfully be made. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company or
the information herein since the date hereof. See "Risk Factors."

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

The date of this Prospectus is December 19, 1996
<PAGE> 4

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), 450 Fifth Street, N.W., Washington, D.C. 20549, a Registration
Statement (the "Registration Statement") under the Securities Act with respect
to the offering and sale from time to time of the Shares. This Prospectus does
not contain all the information set forth in the Registration Statement and the
exhibits thereto, as permitted by the rules and regulations of the Commission.
For further information, reference is made to the Registration Statement and to
the exhibits filed therewith. Statements contained in this Prospectus as to
the contents of any contract or other document which has been filed or
incorporated by reference as an exhibit to the Registration Statement are
qualified in their entirety by reference to such exhibits for a complete
statement of their terms and conditions. Additionally, the Company is subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and, in accordance therewith, files reports,
proxy statements, and other information statements with the Commission. Copies
of such materials may be inspected without charge at the offices of the
Commission, and copies of all or any part thereof may be obtained from the
Commission's public reference facilities at 450 Fifth Street, N.W., Washington
D.C. 20549 or at the regional offices of the Commission located at 7 World
Trade Center, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, upon payment of the fees prescribed by the Commission.
In addition, the Common Stock is quoted on the Nasdaq National Market. The
Commission maintains a Worldwide Web site on the Internet at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Reports
and other information concerning the Company may be inspected at the offices of
the National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Incorporated herein by reference and made a part of this Prospectus
are the following: (1) the Company's Prospectus dated March 19, 1996 filed with
the Commission pursuant to Rule 424(b) under the Securities Act; (2) the
Company's Quarterly Report on Form 10-Q for the three months ended March 31,
1996; (3) the Company's Quarterly Report on Form 10-Q for the three months
ended June 30, 1996; (4) the Company's Quarterly Report on Form 10-Q for the
three months ended September 30, 1996; (5) the Company's Current Report on Form
8-K dated July 3, 1996, and (6) the description of the Common Stock, which is
registered under Section 12 of the Exchange Act, contained in the Company's
Registration Statement on Form 8-A filed with the Commission on February 26,
1996. All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the offering made
hereby will be deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the respective dates of filing of such documents. Any
statement contained in any document incorporated by reference shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus. All information appearing in this Prospectus is qualified in
its entirety by the information and financial statements (including notes
thereto) appearing in the documents incorporated herein by reference, except to
the extent set forth in the immediately preceding statement.

The Company will provide without charge to each person who receives a
prospectus, upon written or oral request of such person, a copy of the
information that is incorporated by reference herein (not including exhibits to
the information that is incorporated by reference herein). Requests for such
information should be directed to: Biofield Corp., 1225 Northmeadow Parkway,
Suite 120, Roswell, Georgia 30076 Attention: Secretary. The Company's
telephone number is: (770) 740-8180.

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<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to the
more detailed information and the financial statements and the related notes
appearing elsewhere in this Prospectus or incorporated herein by reference.
Each prospective investor is urged to read this Prospectus in its entirety.
Investment in the securities offered hereby involves a high degree of risk.
See "Risk Factors."

THE COMPANY

Biofield Corp. ("Biofield" or the "Company") is a medical technology
company that has developed an innovative system for detecting breast cancer
through the skin in a non-invasive and objective procedure. Biofield's system
employs unique, single-use sensors and a measurement device to detect and
analyze changes in cellular electrical charge distributions associated with the
development of epithelial cancers, such as breast cancer. The Company completed
enrollment of its double-blinded U.S. Multi-center Study of Biofield's proposed
breast cancer diagnostic product, the ALEXA(TM) 1000 System, earlier this year
and is in the process of conducting an analysis of the study results. The
Company must apply for and receive pre-market approval from the U.S. Food and
Drug Administration (the "FDA") before the ALEXA(TM) 1000 System can be
distributed commercially in the United States. The Company is also developing
a breast cancer screening system which is an enhancement of the ALEXA(TM) 1000
System. In addition, preclinical research provides support for the further
development of the Company's patented core technology for the detection of
other cancers, including cancer of the ovaries, skin, prostate and colon.
There can be no assurance that the Company will receive FDA approval for, or be
successful in developing or marketing, a breast cancer screening system or
application of the Company's technology for detection of other cancers.

The Company was incorporated under the laws of New York in 1987 and on
December 31, 1992, it changed its state of incorporation to Delaware by merging
with and into a wholly-owned Delaware subsidiary. The Company completed its
initial public offering (the "IPO") in March 1996. The Company received net
proceeds of approximately $18.0 million from the IPO. The Company's principal
offices are located at 1225 Northmeadow Parkway, Suite 120, Roswell, Georgia
30076, and its telephone number is (770) 740-8180.

RISK FACTORS

This Prospectus contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. All such
forward-looking statements involve known and unknown risks and uncertainties or
other factors which may cause actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Factors
that might cause such a difference, include, without limitation, the Company's
limited operating history and anticipated future losses, uncertainties relating
to the Company's future profitability and ability to meet its capital needs,
product development, FDA approval, government regulation, competition, market
acceptance and the other risks set forth below. Prospective investors should
carefully consider the specific risk factors set forth below, as well as the
other information included in this Prospectus and in the documents incorporated
herein by reference. In addition to statements which explicitly describe such
risks and uncertainties, investors are urged to consider statements labeled
with the terms "believes", "belief", "expects", "plans", or "anticipates" to be
uncertain and forward looking.

LIMITED OPERATING HISTORY; CONTINUING OPERATING LOSSES. The Company
has a limited history of operations. Since its inception in October 1987, the
Company has engaged principally in the development of the ALEXA(TM) 1000
System. The Company currently has no source of operating revenue and has
incurred net operating losses since its inception. At September 30, 1996, the
Company had an accumulated deficit of $32,798,138. Such losses have resulted
principally from costs incurred in research and development and clinical trials
and from general and administrative costs associated with the Company's
operations. The Company expects operating losses will increase for at least
the next several years as total costs and expenses continue to increase due
principally to the anticipated commercialization of the ALEXA(TM) 1000 System,
development of, and clinical trials for, the proposed Biofield Screening System
and other research and development activities.

UNCERTAINTIES AS TO FUTURE PROFITABILITY. The Company's ability to
achieve profitability will depend in part on its ability to obtain regulatory
approvals for its proposed products and to develop the capacity to manufacture
and market any approved products either by itself or in collaboration with
others. There can be no assurance if or when the Company will receive required
regulatory approvals for the development and commercial manufacturing and
marketing of its proposed products, or achieve profitability. Accordingly, the
extent of future losses and the time required to achieve profitability are
highly uncertain.

EARLY STAGE OF PRODUCT DEVELOPMENT. The Company's proposed products
and future product development efforts are at an early stage. Accordingly,
there can be no assurance that any of the Company's proposed products: will be
found to be safe and effective, otherwise meet applicable regulatory standards
or receive necessary regulatory clearance; if safe and effective, can be

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<PAGE> 6

developed into commercially viable products, can be manufactured on a large
scale or will be economical to market; or will achieve or sustain market
acceptance. There is, therefore, substantial risk that the Company's product
development efforts will not prove to be successful.

DEPENDENCE ON RESULTS OF U.S. MULTI-CENTER STUDY AND PRE-MARKET
APPROVAL. Under the provisions of the Federal Food, Drug and Cosmetic Act (the
"FDC Act"), the Company must obtain pre-market approval from the FDA prior to
commercial use in the United States of the proposed ALEXA(TM) 1000 System, the
proposed Biofield Screening System and any other products which the Company may
develop. There can be no assurance if or when the Company will receive any
such clearances or approvals. Obtaining FDA pre-market approval may impose
costly requirements on the Company and may delay for a considerable period of
time, or prevent, the commercialization of the ALEXA(TM) 1000 System, the
Biofield Screening System and any other products that the Company may develop.

The Company will be materially dependent upon the results of the U.S.
Multi-center Study for its pre-market approval ("PMA") application and proposed
market launch of the ALEXA(TM) 1000 System in the United States.
Notwithstanding the completion of the U.S. Multi-center Study, there can be no
assurance that further clinical studies will not be needed for the ALEXA(TM)
1000 System or any such clinical trials will lead to FDA approval of the
ALEXA(TM) 1000 System. There can be no assurance that results obtained in the
U.S. Multi-center Study or any other study that may be conducted by the Company
will be consistent with the results obtained in earlier clinical studies.
Adverse or inconclusive clinical trial results concerning the ALEXA(TM) 1000
System could significantly delay or prevent the filing with the FDA for
marketing approval or result in a filing for a narrower indication. In
addition, the timing of the approval, if granted, is not within the Company's
control and any such delay could have a material adverse effect on the Company.
The FDA may reject or invalidate, in whole or in part, any of the clinical data
obtained in the U.S. Multi-center Study and submitted by the Company in
support of its PMA application. In such event, it may be necessary for the
Company to contra-indicate its products for certain uses or conduct additional
clinical trials prior to receiving FDA approval. There can be no assurance
that the FDA or other regulatory approval for any product developed by the
Company will be granted on a timely basis, or at all. Failure to obtain FDA
approval to market the ALEXA(TM) 1000 System would have a material adverse
effect on the Company's business, financial condition and results of
operations.

DEPENDENCE ON MARKET ACCEPTANCE. There can be no assurance that
physicians or the medical community in general will accept and utilize the
ALEXA(TM) 1000 System or any other products developed by the Company. The
extent that, and rate at which, the ALEXA(TM) 1000 System achieves market
acceptance and penetration will depend on many variables including, but not
limited to, the establishment and demonstration in the medical community of the
clinical safety, efficacy and cost-effectiveness of the ALEXA(TM) 1000 System,
the advantages of the ALEXA(TM) 1000 System over existing technology and cancer
detection methods, third-party reimbursement practices and the Company's
manufacturing quality control, marketing and sales efforts. Similar risks will
confront the Biofield Screening System and other products developed by the
Company in the future. Failure of the Company's products to gain market
acceptance would have a material adverse effect on the Company's business,
financial condition and results of operations.

DEPENDENCE ON THIRD PARTIES. The Company has used certain third
parties to manufacture and deliver the ALEXA(TM) 1000 Diagnostic Devices, the
Biofield Screening Devices and ALEXA(TM) 1000 sensors used in clinical studies,
and intends to continue to use third parties to manufacture and deliver such
products and any other products which the Company may seek to develop. Such
third parties must adhere to the current Good Manufacturing Practices ("GMP")
regulations enforced by the FDA through its facilities inspection program and
such third-parties facilities must pass a plant inspection before the FDA will
grant pre-market approval of the Company's products. There can be no assurance
that the third-party manufacturers on which the Company depends for the
manufacture of the ALEXA(TM) 1000 System will be able to come into compliance
with the GMP regulations at the time of the preapproval inspection or to
maintain such compliance. Such failure could significantly delay FDA approval
of the PMA application for the ALEXA(TM) 1000 System, and such delay would have
a material adverse effect on the Company's business, financial condition and
results of operations.

The qualification of additional or replacement suppliers for certain
components or services is a lengthy process. If the Company encounters delays
or difficulties with its third-party suppliers in producing, packaging or
distributing its products, market introduction and subsequent sales of such
products would be adversely affected. The Company also may have to seek
alternative sources of supply. In such case, there can be no assurance that
the Company will be able to enter into alterative supply arrangements at
commercially acceptable rates, if at all. If the Company is unable to obtain
or retain qualified third-party manufacturers on commercially acceptable terms,
it may not be able to commercialize its products as planned. The Company's
dependence upon third parties for the manufacture of its products may adversely
affect the Company's profit margins and its ability to develop and deliver its
products on a timely and competitive basis.

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<PAGE> 7

LIMITED MANUFACTURING HISTORY. The Company does not have any
manufacturing or production facilities or experience in manufacturing or
contracting for the manufacturing of its proposed products in the volumes that
will be necessary for the Company to achieve significant commercial sales in
the event it obtains regulatory approval to market its products. While the
Company does not currently manufacture any of its products, it may choose to do
so in the future. The Company has no experience in the manufacture of medical
products for clinical trials or commercial purposes. Should the Company
manufacture its products, the Company's manufacturing facilities would be
subject to the full range of GMP regulations and similar risks of delay or
difficulty in manufacturing and the Company would require substantial
additional capital to establish such manufacturing facilities. In addition,
there can be no assurance that the Company would be able to manufacture any
such products successfully or cost-effectively.

LIMITED MARKETING AND SALES CAPABILITY. The Company has limited
internal marketing and sales resources and personnel. In order to market any
products it may develop, the Company will have to develop a marketing and sales
force with technical expertise and distribution capability. There can be no
assurance that the Company will be able to establish sales and distribution
capabilities or that the Company will be successful in gaining market
acceptance for any products it may develop. The Company intends to pursue one
or more distribution arrangements in the United States, Europe and Asia with
strategic marketing partners who have established marketing capabilities.
There can be no assurance that the Company, either on its own or through
arrangements with others, will be able to enter into such arrangements on
acceptable terms, if at all. To the extent that the Company arranges with
third parties to market its products, the success of such products may depend
on the efforts of such third parties. There can be no assurance that any of
the Company's proposed marketing schedules or plans can or will be met.

UNCERTAIN ABILITY TO PROTECT PATENT AND PROPRIETARY TECHNOLOGY AND
INFORMATION. The Company's ability to compete effectively in the medical
products industry will depend on its success in protecting its proprietary
technology, both in the United States and abroad. The patent positions of
medical products companies generally involve complex legal and factual
questions. The Company's proprietary products and technology are covered by
eight U.S. patents owned by the Company, and additional applications pending
with the United States Patent and Trademark Office ("PTO"). The Company has
filed, and intends to continue to file, patent applications in certain foreign
jurisdictions covering the patent claims that are the subject of U.S. patents
and patent applications. There can be no assurance that the PTO or foreign
jurisdictions will grant the Company's pending patent applications or that the
Company will obtain any patents or other protection for which it has applied.
There can be no assurance that patents issued to or licensed by or to the
Company will not be challenged, invalidated or circumvented, or that the rights
granted thereunder will provide any competitive advantage. The Company could
incur substantial costs in defending any patent infringement suits or in
asserting any patent rights, including those granted by third parties.

Although the Company has entered into confidentiality and invention
agreements with its employees and consultants, there can be no assurance that
such agreements will be honored or that the Company will be able to protect its
rights to its unpatented trade secrets and know-how effectively. Moreover,
there can be no assurance that others will not independently develop
substantially equivalent proprietary information and techniques or otherwise
gain access to the Company's trade secrets and know-how. In addition, the
Company may be required to obtain licenses to patents or other proprietary
rights from third parties. There can be no assurance that any licenses
required under any patents or proprietary rights would be made available on
acceptable terms, if at all. If the Company does not obtain required licenses,
it could encounter delays in product development or find that the development,
manufacture or sale of products requiring such licenses could be foreclosed.
Additionally, the Company may, from time to time, support and collaborate in
research conducted by universities and governmental research organizations.
There can be no assurance that the Company will have or be able to acquire
exclusive rights to the inventions or technical information derived from such
collaborations or that disputes will not arise with respect to rights in
derivative or related research programs conducted by the Company or such
collaborators.

LIMITATION ON THIRD-PARTY REIMBURSEMENT. In the United States,
suppliers of health care products and services are greatly affected by
Medicare, Medicaid and other government insurance programs, as well as by
private insurance reimbursement programs. Third-party payors (Medicare,
Medicaid, private health insurance companies and other organizations) may
affect the pricing or relative attractiveness of the Company's products by
regulating the level of reimbursement provided by such payors to the physicians
and clinics utilizing the ALEXA(TM) 1000 System or any other products that the
Company may develop or by refusing reimbursement. If examinations utilizing
the Company's products were not reimbursed under these programs, the Company's
ability to sell its products may be materially adversely affected. There can
be no assurance that third-party payors will provide reimbursement for use of
the Company's products.

In international markets, reimbursement by private third-party medical
insurance providers, including governmental insurers and independent providers,
varies from country to country. In certain countries, the Company's ability to
achieve significant market penetration may depend upon the availability of
third-party governmental reimbursement. Revenues and profitability of medical
device companies may be affected by the continuing efforts of governmental and
third-party payors to contain or reduce the costs of health care through
various means.

- 5 -
<PAGE> 8

UNCERTAINTIES REGARDING HEALTH CARE REFORM. Several states and the
U.S. government are investigating a variety of alternatives to reform the
health care delivery system and further reduce and control health care
spending. These reform efforts include proposals to limit spending on health
care items and services, limit coverage for new technology and limit or control
the price health care providers and drug and device manufacturers may charge
for their services and products, respectively. If adopted and implemented,
such reforms could have a material adverse effect on the Company's business,
financial condition and results of operations.

UNCERTAIN ABILITY TO MEET CAPITAL NEEDS. The Company will require
substantial additional funds for its research and development programs,
preclinical and clinical testing, operating expenses, regulatory processes and
manufacturing and marketing programs. The Company's capital requirements will
depend on numerous factors, including the progress of its research and
development programs, results of preclinical and clinical testing, the time and
cost involved in obtaining regulatory approvals, the cost of filing,
prosecuting, defending and enforcing any patent claims and other intellectual
property rights, competing technological and market developments, developments
and changes in the Company's existing research, licensing and other
relationships and the terms of any new collaborative, licensing and other
arrangements that the Company may establish. Moreover, the Company's fixed
commitments, including salaries and fees for current employees and consultants,
rent, payments under license agreements and other contractual commitments are
substantial and are likely to increase as additional agreements are entered
into and additional personnel are retained. The Company believes that its
available cash, cash equivalents, investment securities and investment income,
will be sufficient to fund the Company's operations approximately until the end
of the calendar year 1997. However, the Company's cash requirements may vary
materially from those now planned due to the progress of research and
development programs, results of clinical testing, relationships with strategic
partners, if any, changes in the focus and direction of the Company's research
and development programs, competitive and technological advances, the FDA and
foreign regulatory processes and other factors.

The Company may raise substantial additional capital to fund
its future operations through public or private financings or collaborative,
licensing or other arrangements with corporate partners. If additional funds
are raised by issuing equity securities, further dilution to existing
stockholders will result and future investors may be granted rights superior to
those of existing stockholders. There can be no assurance, however, that
additional financing will be available when needed, or if available, will be
available on acceptable terms. Insufficient funds may prevent the Company from
implementing its business strategy or may require the Company to delay, scale
back or eliminate certain of its research and product development programs or
to license to third parties rights to commercialize products or technologies
that the Company would otherwise seek to develop itself.

DEPENDENCE ON QUALIFIED PERSONNEL. Due to the specialized scientific
nature of the Company's business, the Company is highly dependent upon its
ability to attract and retain qualified scientific, technical and managerial
personnel. The loss of the services of existing personnel as well as the
failure to recruit key scientific, technical and managerial personnel in a
timely manner would be detrimental to the Company's research and development
programs and to its business. The Company's anticipated growth and expansion
into areas and activities requiring additional expertise, such as marketing
will require the addition of new management personnel. Competition for
qualified personnel is intense and there can be no assurance that the Company
will be able to continue to attract and retain qualified personnel necessary
for the development of its business.

COMPETITION. The market in which the Company intends to participate
is highly competitive. Many of the companies in the cancer diagnostic and
screening markets have substantially greater technological, financial, research
and development, manufacturing, human and marketing resources and experience
than the Company. Such companies may succeed in developing products that are
more effective or less costly than the Company's products or such companies may
be more successful in manufacturing and marketing their products than the
Company. Physicians using imaging equipment such as x-ray mammography
equipment, ultrasound or high frequency ultrasound systems, Magnetic Resonance
Imaging ("MRI") systems, stereotactic needle biopsy and thermography,
diaphonography and transilluminational devices may not use the Company's
products. Currently, mammography is employed widely and the Company's ability
to sell the ALEXA(TM) 1000 System to medical facilities will, in part, be
dependent on the Company's ability to demonstrate the clinical utility of the
ALEXA(TM) 1000 System as an adjunct to mammography and physical examination and
its advantages over other available diagnostic tests.

RISK OF TECHNOLOGICAL OBSOLESCENCE. Methods for the detection of
cancer are subject to rapid technological innovation and there can be no
assurance that technological changes will not render the Company's proposed
products obsolete. There can be no assurance that the development of new types
of diagnostic medical equipment or technology will not have a material adverse
effect on the marketability of the ALEXA(TM) 1000 System or any other products
developed by the Company. Commercial availability of such products could
render the Company's products obsolete, which would have a material adverse
effect on the Company's business, financial condition and results of
operations.

- 6 -
<PAGE> 9

RELIANCE ON INTERNATIONAL SALES. The Company intends to commence
commercial sales of the ALEXA(TM) 1000 System in Europe prior to commencing
commercial sales in the United States, where sales cannot occur unless and
until the Company receives pre-market approval from the FDA. Thus, until the
Company receives approval from the FDA to market the ALEXA(TM) 1000 System, as
to which there can be no assurance, the Company s revenues, if any, will be
derived from sales to international distributors. A significant portion of the
Company's revenues, therefore, may be subject to the risks associated with
international sales, including economic or political instability, shipping
delays, fluctuations in foreign currency exchange rates, foreign regulatory
requirements and various trade restrictions, all of which could have a
significant impact on the Company's ability to deliver products on a
competitive and timely basis. Future imposition of, or significant increases
in the level of, customs duties, export quotas or other trade restrictions
could have a material adverse effect on the Company's business, financial
condition and results of operation. The regulation of medical devices,
particularly in Europe, continues to develop and there can be no assurance that
new laws or regulations will not have an adverse effect on the Company.

GOVERNMENT REGULATION; NO ASSURANCE OF REGULATORY APPROVALS. The
manufacture and sale of medical devices, including the ALEXA(TM) 1000 System,
the Biofield Screening System, and any other products are subject to extensive
regulation by numerous governmental authorities in the United States,
principally the FDA and corresponding state agencies, and in other countries.
In the United States, the Company's products are regulated as medical devices
and are subject to the FDA's pre-market clearance or approval requirements.
Securing FDA clearances and approvals may require the submission of extensive
clinical data and supporting information to the FDA. There can be no assurance
that the U.S. Multi-center Study will provide sufficient data to support a PMA
application for the ALEXA(TM) 1000 System. Nor can there be any assurance that
the FDA will not require the Company to conduct additional clinical trials for
the ALEXA(TM) 1000 System. The process of obtaining FDA and other required
regulatory approvals is lengthy, expensive and uncertain and frequently
requires from one to several years from the date of the FDA submission, if
pre-market approval is obtained at all. Although the FDA granted Expedited
Review status to the ALEXA(TM) 1000 System in November 1994, there can be no
assurance that such status will be maintained or result in timely approval of
the ALEXA(TM) 1000 System, if at all. Failure to obtain FDA approval to market
the ALEXA(TM) 1000 System would have a material adverse effect on the Company's
business, financial condition and results of operations.

Sales of medical devices outside of the United States are subject to
international regulatory requirements that vary from country to country. The
time required to obtain approval for sale internationally may be longer or
shorter than that required for FDA approval and the requirements may differ.
In Europe, the Company will be required to obtain the certifications necessary
to enable the "CE" mark to be affixed to the Company's products by mid-1998 in
order to conduct sales in member countries of the European Union. The Company
has not obtained such certifications, and there can be no assurance that it
will be able to do so in a timely manner, or at all. In addition, unless and
until the Company receives pre-market approval from the FDA for commencing
commercial distribution in the United States, FDA approval will also be
required before the Company can directly export the ALEXA(TM) 1000 System to
countries outside the United States. There can be no assurance that any such
approvals will be obtained on a timely basis, or at all.

Regulatory approvals, if granted, may include significant limitations
on the indicated uses for which the product may be marketed. In addition, to
obtain such approvals, the FDA and certain foreign regulatory authorities may
impose numerous other requirements with which medical device manufacturers must
comply. FDA enforcement policy strictly prohibits the marketing of approved
medical devices for unapproved uses. Product approvals could be withdrawn for
failure to comply with regulatory standards or the occurrence of unforeseen
problems following initial marketing. The third-party manufacturers upon which
the Company depends to manufacture its products are required to adhere to
applicable FDA regulations regarding GMPs and similar regulations in other
countries, which include testing, control and documentation requirements.
Ongoing compliance with GMP regulations and other applicable regulatory
requirements will be monitored by periodic inspection by the FDA and by
comparable agencies in other countries. Failure to comply with applicable
regulatory requirements, including marketing or promoting products for
unapproved use, could result in, among other things, warning letters, fines,
injunctions, civil penalties, recall or seizure of products, total or partial
suspension of production, refusal of the government to grant pre-market
clearance or approval for devices, withdrawal of approvals and criminal
prosecution. Changes in existing regulations or adoption of new governmental
regulations or policies could prevent or delay regulatory approval of the
Company's products. Certain material changes to medical devices also are
subject to FDA review and clearance or approval.

There can be no assurance that the Company will be able to obtain FDA
approval of a PMA application for the ALEXA(TM) 1000 System or regulatory
approvals or clearances for other products that the Company may develop on a
timely basis, or at all, and delays in receipt of or failure to obtain such
approvals or clearances the loss of previously obtained approvals, or failure
to comply with existing or future regulatory requirement would have a material
adverse effect on the Company's business, financial condition and results of
operations.

POTENTIAL PRODUCT LIABILITY. The Company's business exposes it to
potential product liability risks which are inherent in the testing,
manufacturing and marketing of cancer detection products. Significant
litigation, not involving the Company, has occurred

- 7 -
<PAGE> 10

in the past based on allegations of false negative diagnoses of cancer. While
the ALEXA(TM) 1000 System does not purport to diagnose any patient, there can
be no assurance that the Company will not be subjected to future claims and
potential liability. The Company maintains insurance against product liability
and defense costs in the amount of $5 million per occurrence and $5 million in
the aggregate. There can be no assurance that claims against the Company
arising with respect to its products will be successfully defended or that the
insurance carried by the Company will be sufficient to cover liabilities
arising from such claims. A successful claim against the Company in excess of
the Company's insurance coverage could have a material adverse effect on the
Company. Furthermore, there can be no assurance that the Company will be able
to continue to obtain or maintain product liability insurance on acceptable
terms.

POTENTIAL ENVIRONMENTAL LIABILITY. A portion of the Company's
manufacturing processes involves the controlled use of potentially hazardous
materials. The Company may in the future become subject to stringent federal,
state and local laws, rules, regulations and policies governing the use,
generation, manufacture, storage, air emission, effluent discharge, handling
and disposal of such materials. There can be no assurance that the Company
will not incur significant future costs to comply with environmental laws,
rules, regulations and policies, or that the business, financial position or
results of operations of the Company will not be materially and adversely
affected by current or future environmental laws, rules, regulations and
policies or by any releases or discharges of hazardous materials.

AVAILABILITY OF PREFERRED STOCK FOR ISSUANCE. In addition to its
authorized shares of Common Stock, the Company's Fourth Amended and Restated
Certificate of Incorporation, as amended, authorizes the issuance of up to
2,000,000 shares of preferred stock. The Board of Directors of the Company may
at any time determine to issue shares of preferred stock with the rights and
preferences to be set by the Board of Directors in its sole discretion. The
rights and preferences of any such preferred stock may be superior to those of
the Common Stock and thus may adversely affect the rights of the holders of
Common Stock.

POSSIBLE ANTI-TAKEOVER EFFECTS OF DELAWARE LAW. The Company is
subject to the provisions of Section 203 of the General Corporation Law of the
State of Delaware. In general, Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person becomes an interested stockholder, unless the business
combination is approved in a prescribed manner or unless the interested
stockholder acquires at least 85% of the corporation's voting stock (excluding
shares held by certain designated stockholders) in the transaction in which it
becomes an interested stockholder. A "business combination" includes mergers,
asset sales and other transactions resulting in a financial benefit to the
interested stockholder. Subject to certain exceptions, an "interested
stockholder is a person who, together with affiliates and associates, owns, or
within the previous three years did own, 15% or more of the corporation's
voting stock. This provision of the Delaware law could delay and make more
difficult a business combination even if the business combination would be
beneficial, in the short term, to the interests of the Company's stockholders
and also could limit the price certain investors might be willing to pay in the
future for shares of Common Stock.

NO DIVIDENDS. The Company has never declared or paid any cash
dividends on its capital stock and does not intend to pay any cash dividends in
the foreseeable future.

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the shares
of Common Stock offered by the Selling Security-Holders hereby. All such
proceeds will be received by the Selling Security-Holders.

SELLING SECURITY-HOLDERS

The address of each Selling Security-Holder is Biofield Corp., 1225
Northmeadow Parkway, Suite 120, Roswell, Georgia 30076. The following table
sets forth the name and principal position(s) over the past three years with
the Company of each of the Selling Security-Holders and (a) the number of
shares of Common Stock each Selling Security-Holder beneficially owned as of
December 11, 1996; (b) the number of shares of Common Stock available to be
acquired by each Selling Security-Holder pursuant to the Plans being registered
hereby, some or all of which shares may be sold pursuant to this Prospectus;
and (c) the number of shares of Common Stock and the percentage, if 1% or more,
of the total class of Common Stock outstanding to be beneficially owned by each
Selling Security-Holder following this offering, assuming the sale pursuant to
this offering of all Common Stock acquired by such Selling Security-Holder
pursuant to the Plans and registered hereby. There is no assurance, however,
that any of the Selling Security-Holders will sell any or all of the shares of
Common Stock offered by them hereunder.

- 8 -
<PAGE> 11

Number of Shares
of Common Stock
Position with Number of Shares Number of Shares Beneficially owned
Selling -------- ---- of Common Stock of Common Stock after this Offering
Security-Holders Company Beneficially Owned Offered Hereby (1) Number Percent
---------------- ------- ------------ ----- ------- ------ --- ------ -------
<S> <C> <C> <C> <C> <C>
Kenneth W. Anstey President, Chief 81,698 277,269 (2) - *
Executive Officer and
Director

Michael R. Gavenchak Executive Vice 60,049 62,500 (3) - *
President, General
Counsel, Secretary and
Treasurer

Mark L. Faupel, Ph.D. Vice President, 141,677 168,138 (4) 500 *
Director of Science

Robert E. Yocher Vice President, 66,177 68,628 (5) - *
Regulatory Affairs and
Quality Assurance

Mario J. Martinez Vice President, 22,549 69,019 (6) - *
Manufacturing and
Operations

Lee R. Cohen Vice President, Sales - 50,000 (7) - *
and Marketing

Timothy G. Roche Director of Finance 15,523 17,157 (8) - *
and Corporate
Controller

C. Leonard Gordon Chairman of the 1,021,410 (9) 7,353 (10) 1,016,508 15.8%
Board

D. Carl Long Vice Chairman of the 335,787 338,238 (11) - *
Board

James B. Anderson, Ph.D. Director 18,039 24,706 (12) - *

Joseph H. Gleberman Director 3,333 10,000 (13) - *

W. Clark Wescoe, M.D. Director 18,039 24,706 (14) - *

Burke T. Barrett Director of Business 20,425 36,961 (15) - *
Development

Michele Morel Director of Sales and - 20,000 (7) - *
Marketing

John D. Stephens Director of 58,415 60,049 (16) - *
Manufacturing

Linda Thompson Director of Clinical 12,418 19,608 (17) - *
and Regulatory Affairs

Judy Cambell Employee 816 1,225 (10) - *
</TABLE>

- 9 -
<PAGE> 12

Barbara Faherty Employee 816 1,225 (10) - *

Deborah Hampell Employee 816 1,225 (10) - *

Catherine Haskell Employee 816 1,225 (10) - *

Elise Napier Employee 816 1,225 (10) - *

Seth Nathanson Employee 14,706 17,157 (18) - *

Gwen Porter Employee 816 1,225 (10) - *

Shahid Rafi Employee 1,632 2,450 (10) - *

Laura J. Stein Employee 4,083 4,901 (19) - *

Tricia Thayer Employee 1,632 2,450 (10) - *

Karl Zawoy Employee - 5,000 (7) - *

Richard Davies, M.D. Consultant 58,824 58,824 (20) - *

Debra A. Dow Consultant 4,902 4,902 (21) - *

Gordon J. Dow Consultant 4,902 4,902 (21) - *

David M. Long, Jr., M.D. Consultant 194,772 24,510 (22) 170,262 2.6%

Oppenheimer & Co. Former Director/Consultant 4,902 4,902 (23) - *

John C. Rodowski Consultant 9, 804 9,804 (24) - *

Isabel Miner Former Employee/ 19,498 14,706 (25) 4,792 *
Consultant

Theodore Pincus Former Chief Financial 14,706 14,706 (25) - *
Officer/ Consultant

Bruce Allen Bach Former President 49,020 49,020 (26) - *

Carole Baraldi Former Employee 9,804 9,804 (24) - *

Loredana Bologna Former Employee 1,470 1,470 (27) - *

Bridgit Chiappetta- Former Employee 1,470 1,470 (27) - *
Mistretta

Martin H. Lindenberg, M.D. Former Vice President 36,274 58,823 (28) - *

Rosemarie Reinman Former Employee 1,470 1,470 (27) - *
</TABLE>

- 10 -
<PAGE> 13

Number of Shares
of Common Stock
Position with Number of Shares Number of Shares Beneficially owned
Selling -------- ---- of Common Stock of Common Stock after this Offering
Security-Holders Company Beneficially Owned Offered Hereby (1) Number Percent
---------------- ------- ------------ ----- ------- ------ --- ------ -------
<S> <C> <C> <C> <C> <C>
Estate of Kenneth S. Former Consultant 5,637 5,637 (29) - *
Warren, M.D.
</TABLE>

____________________________
*Less than 1%

(1) Includes shares of Common Stock underlying options which have been
granted to such Selling Stockholders, but which may have not yet
vested and may not be exercisable within 60 days of the date hereof.

(2) Includes 245,100 shares subject to options issued pursuant to his
employment agreement with the Company and up to 32,169 shares subject
to options which may be granted pursuant to certain incentive
compensation provisions of his employment agreement.

(3) Includes 55,147 shares subject to options issued under his employment
agreement with the Company, and 7,353 shares subject to options issued
under the 1992 Plan.

(4) Includes 160,785 shares subject to options issued under his employment
agreement with the Company, and 7,353 shares subject to options issued
under the 1992 Plan.

(5) Includes 61,275 shares subject to options issued under his employment
agreement with the Company, and 7,353 shares subject to options issued
under the 1992 Plan.

(6) Includes 49,019 shares subject to options issued under a share option
agreement and 20,000 shares subject to options issued under the 1996
Plan.

(7) Includes shares subject to options issued under the 1996 Plan.

(8) Includes 12,255 shares subject to options issued under a share option
agreement, and 4,902 shares subject to options issued under the 1992
Plan.

(9) Includes (i) 995,232 shares of Common Stock held of record jointly
with Mr. Gordon's wife, (ii) 21,276 shares of Common Stock issuable
upon exercise of warrants held of record jointly with Mr. Gordon's
wife and (iii) 4,902 shares subject to options issued under the 1992
Plan.

(10) Includes shares subject to options issued under the 1992 Plan.

(11) Includes 330,885 shares subject to options issued under his employment
agreement with the Company, and 7,353 shares subject to options issued
under the 1992 Plan.

(12) Dr. Anderson, a director of the Company, is employed by The Travelers
Companies, an affiliate of The Travelers Indemnity Company and The
Phoenix Insurance Company. Share data includes 14,706 shares subject
to options issued in respect of Dr. Anderson's service on the Board,
issued under a share option agreement, and 10,000 shares subject to
options issued under the 1996 Directors' Stock Plan, and excludes
shares shown as held by the Travelers Indemnity Company and The
Phoenix Insurance Company, as to which Dr. Anderson disclaims
beneficial ownership.

(13) Mr. Gleberman is a partner of Goldman Sachs. Share data includes
10,000 shares subject to options issued under the 1996 Directors'
Stock Plan and excludes shares held by The Goldman Sachs Group, L.P.,
as to which Mr. Gleberman disclaims beneficial ownership.

- 11 -
<PAGE> 14

(14) Includes 14,706 shares subject to options granted in respect of Dr.
Wescoe's service on the Board, issued under a share option agreement,
and 10,000 shares subject to options issued under the 1996 Directors'
Stock Plan.

(15) Includes 14,706 shares subject to options issued under a share option
agreement, 12,255 shares subject to options issued under the 1992
Plan, and 10,000 shares subject to options issued under the 1996 Plan.

(16) Includes 55,147 shares subject to options issued under a share option
agreement with the Company, and 4,902 shares subject to options issued
under the 1992 Plan.

(17) Includes 9,804 shares subject to options issued under a share option
agreement with the Company, and 9,804 shares subject to options issued
under the 1992 Plan.

(18) Includes 9,804 shares subject to options issued under a share option
agreement, and 7,353 shares subject to options issued under the 1992
Plan.

(19) Includes 2,451 shares subject to options issued under a share option
agreement, and 2,450 shares subject to options issued under the 1992
Plan.

(20) Includes 58,824 shares subject to options issued pursuant to his
employment agreement with the Company.

(21) Includes 4,902 shares subject to options issued under a share option
agreement.

(22) Includes 24,510 shares subject to options issued under a share option
agreement.

(23) Includes 4,902 shares subject to options issued under a share option
agreement to Oppenheimer & Co., as nominee for Marshall Heinberg, a
former director/consultant of the Company.

(24) Includes 9,804 shares subject to options issued under a share option
agreement.

(25) Includes 14,706 shares subject to options issued under a share option
agreement with the Company.

(26) Includes 49,020 shares subject to options issued pursuant to his
employment agreement with the Company.

(27) Includes 1,470 shares subject to options issued under a share option
agreement.

(28) Includes 58,823 shares subject to options issued pursuant to a share
option agreement with the Company.

(29) Includes 5,637 shares subject to options issued under an option
agreement.

As the names and amounts of securities to be sold by additional
Selling Security-Holders become known, the following information will be
included in a prospectus supplement: the name and position(s) over the last
three years with the Company of each Selling Security-Holders; the number of
shares of Common Stock owned by each Selling Stockholder; the number of shares
of Common Stock available to be acquired by each Selling Stockholder pursuant
to the Plans and being registered for resale by the Selling Security-Holders;
and the number of shares of Common Stock and the percentage, if 1% or more, of
the total class of Common Stock outstanding to be beneficially owned by each
Selling Security-Holders following the offering. Certain non-affiliates may
use this Prospectus for reoffers and resales, each of whom may sell up to the
lesser of 1,000 shares of Common Stock or 1% of the shares of Common Stock
issuable under the Plans.

DESCRIPTION OF CAPITAL STOCK

The following summary description of the Company's capital stock is
qualified in its entirety by reference to the Company's Fourth Amended and
Restated Certificate of Incorporation, as amended.

GENERAL

As of September 30, 1996, there were 6,432,953 shares of Common Stock
outstanding, which were held of record by approximately 219 stockholders and no
shares of Preferred Stock were outstanding.

- 12 -
<PAGE> 15

COMMON STOCK

The holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Subject to preferences that may
be applicable to any outstanding preferred stock, the holders of Common Stock
are entitled to receive ratably such dividends, if any, as may be declared from
time to time by the Board of Directors out of funds legally available for that
purpose. In the event of a liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities, subject to prior distribution
rights of preferred stock if any, then outstanding. The Common Stock has no
preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions applicable to the Common Stock. All
outstanding shares of Common Stock are fully paid and non-assessable.

PREFERRED STOCK

The Board of Directors has the authority, without further action by
the stockholders, to issue shares of preferred stock in one or more series and
to fix the rights, preferences and privileges thereof, including voting rights,
terms of redemption, redemption prices, liquidation preferences, number of
shares constituting any series or the designation of such series, without
further vote or action by the stockholders. Although it presently has no
intention to do so, the Board of Directors, without stockholder approval, could
issue preferred stock with voting and conversion rights which could adversely
affect the voting power of the holders of Common Stock.

The Company's Fourth Amended and Restated Certificate of
Incorporation, as amended, includes a provision that allows the Board of
Directors to issue preferred stock in one or more series with such voting
rights and other provisions as the Board of Directors may determine. This
provision may be deemed to have a potential anti-takeover effect and the
issuance of preferred stock in accordance with such provision may delay or
prevent a change of control of the Company.

DELAWARE ANTI-TAKEOVER STATUTE

The Company is subject to the provisions of Section 203 of the
Delaware General Corporation Law which, subject to certain exceptions,
prohibits a publicly held Delaware corporation from engaging in any "business
combination" with any "interested stockholder" for a period of three years
following the date of the transaction in which such stockholder became an
interested stockholder, unless either (i) prior to the date such person becomes
an interested stockholder, the Board of Directors approves either the business
combination or the transaction which resulted in the stockholder becoming an
interested stockholder; (ii) upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time of the consummation of such transaction, excluding for
purposes of determining the number of shares outstanding those shares owned (a)
by persons who are directors and also officers and (b) by employee stock plans
in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer; or (iii) on or subsequent to the date such person
becomes an interested stockholder, the business combination is approved by the
Board of Directors and authorized at an annual or special meeting of
stockholders, not by written consent, by the affirmative vote of at least two
thirds of the outstanding voting stock which is not owned by the interested
stockholder. A "business combination" includes a merger, asset sale, or other
transaction resulting in a financial benefit to such interested stockholder.
For purposes of Section 203, "interested stockholder" is a person who, together
with affiliates and associates, owns (or within three years prior, did own) 15%
or more of the corporation's voting stock.

TRANSFER AGENT AND REGISTRAR

American Stock Transfer and Trust Company will act as transfer agent
and registrar for the Common Stock.

PLAN OF DISTRIBUTION

The Shares offered by this Prospectus may be sold from time to time by
the Selling Security-Holders or by transferees thereof. No underwriting
arrangements have been entered into by the Selling Security-Holders. The
distribution of the Shares by the Selling Security-Holders may be effected in
one or more transactions that may take place in the over-the-counter market,
including ordinary broker's transactions, privately negotiated transactions, or
through sales to one or more dealers for resale of such shares as principals,
at prevailing market prices at the time of sale, prices related to prevailing
market prices, or

- 13 -
<PAGE> 16

negotiated prices. Underwriter's discounts and usual and customary or
specifically negotiated brokerage fees or commissions may be paid by a Selling
Security-Holder in connection with sales of the Shares.

In order to comply with certain state securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the Shares may not be sold
unless such Shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied
with.

Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Shares may not simultaneously engage in
market-making activities with respect to such Shares for a period of two or
nine business days prior to the commencement of such distribution. In addition
to, and without limiting, the foregoing, each of the Selling Security-Holders
and any other person participating in a distribution will be subject to the
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Rules 10b-2, 10b-6, and 10b-7, which
provisions may limit the timing of purchases and sales of any of the Shares by
the Selling Security-Holders or any such other person. All of the foregoing
may affect the marketability of the Shares. The Company will bear all expenses
of the offering, except that the Selling Security-Holders will pay any
applicable brokerage fees or commissions and transfer taxes.

LEGAL MATTERS

The validity of the Shares has been passed upon for the Company by
Squadron, Ellenoff, Plesent & Sheinfeld, LLP, 551 Fifth Avenue, New York, New
York 10176.

EXPERTS

The financial statements of the Company as of December 31, 1994 and
1995 and for the year ended March 31, 1994, the nine-month period ended
December 31, 1994, the year ended December 31, 1995 and for the period from
October 16, 1987 to December 31, 1995 incorporated in the Prospectus and the
Registration Statement of which this Prospectus forms a part by reference to
the Company's Prospectus dated March 19, 1996, filed with the Commission
pursuant to Rule 424(b) under the Securities Act have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their report appearing therein
(which report expresses an unqualified opinion and includes an emphasis of
matter paragraph), and have been so included in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.

- 14 -
<PAGE> 17

<TABLE>
<S> <C>
============================================================ ==========================================================
No dealer, salesman, or any other person has been
authorized to give any information or to make any
representation not contained in this Prospectus in
connection with the offering made hereby, and, if given
or made, such information or representation must not be
relied upon as having been authorized by the Company. _________________
This Prospectus does not constitute an offer to sell, or
a solicitation of an offer to buy, any of the securities
offered hereby in any jurisdiction to any person to whom BIOFIELD
it is unlawful to make such an offer or solicitation in
such jurisdiction. Neither the delivery of this CORP.
Prospectus nor any sale made hereunder shall under any
circumstances create any implication that there has been
no change in the affairs of the Company since the date
hereof or that the information contained herein is
correct as of any time subsequent to the dates as of
which such information is furnished.

____________________ COMMON STOCK

TABLE OF CONTENTS

Page
----

Available Information . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . 2 _________________
The Company . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . 3 PROSPECTUS
Use of Proceeds . . . . . . . . . . . . . . . . . . . 8
Selling Security-Holders . . . . . . . . . . . . . . 8 _________________
Description of Capital Stock . . . . . . . . . . . . 12
Plan of Distribution . . . . . . . . . . . . . . . . 13
Legal Matters . . . . . . . . . . . . . . . . . . . . 14
Experts . . . . . . . . . . . . . . . . . . . . . . . 14

DECEMBER 19, 1996
============================================================ ==========================================================
</TABLE>
<PAGE> 18

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Incorporated herein by reference and made a part of the Registration
Statement are the following documents filed by the Company with the Commission:
(1) the Company's Prospectus dated March 19, 1996, filed with the Commission
pursuant to Rule 424(b) under the Securities Act; (2) the Company's Quarterly
Report on Form 10-Q for the three months ended March 31, 1996; (3) the
Company's Quarterly Report on Form 10-Q for the three months ended June 30,
1996; (4) the Company's Quarterly Report on Form 10-Q for the three months
ended September 30, 1996; (5) the Company's Current Report on Form 8-K dated
July 3, 1996 and (6) the description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed with the Commission on
February 26, 1996. All documents subsequently filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of the offering
made hereby will be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing of such documents.

A copy of any and all of the information included in documents (but
not exhibits thereto except to the extent exhibits have been incorporated in
such documents) that have been incorporated by reference in this Prospectus but
which are not delivered with this Prospectus will be provided by the Company
without charge to any person to whom this Prospectus is delivered, upon the
oral or written request of such person. Such requests should be directed to
Biofield Corp., 1225 Northmeadow Parkway, Suite 120, Roswell, Georgia 30076,
Attention: Secretary.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the Common Stock issuable upon the exercise of options
granted pursuant to the Plans will be passed upon by Squadron, Ellenoff,
Plesent & Sheinfeld, LLP, 551 Fifth Avenue, New York, New York 10176.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware General Corporation Law, Section 102(b)(7), subject to
certain exceptions, enables a corporation in its original certificate of
incorporation or an amendment thereto validly approved by stockholders to
eliminate or limit personal liability of members of its Board of Directors for
violations of a director's fiduciary duty of care. The Company's Fourth
Amended and Restated Certificate of Incorporation, as amended includes the
following language:

"EIGHTH. 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 (whether or not by or
in the right of the Corporation) by reason of the fact that he is or was a
director, officer, incorporator, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer,
incorporator, employee, partner, trustee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise (including an employee
benefit plan), shall be entitled to be indemnified by the Corporation to the
full extent then permitted by law against expenses (including counsel fees and
disbursements), judgments, fines (including excise taxes assessed on a person
with respect to an employee benefit plan), and amounts paid in settlement
incurred by him in connection with such action, suit, or proceeding. Such
right of indemnification shall inure whether or not the claim asserted is based
on matters which antedate the adoption of this Article EIGHTH. Such right of
indemnification shall continue as to a person who has ceased to be a director,
officer, incorporator, employee, partner, trustee, or agent and shall inure to
the benefit of the heirs and personal representatives of such a person. The
indemnification provided by this Article EIGHTH shall not be deemed exclusive
of any other rights which may be provided now or in the future under any
provision currently in effect or hereafter adopted of the By-Laws by any
agreement, by vote of stockholders, by resolution of disinterested directors,
by provision of law, or otherwise.

NINTH. No director of the Corporation shall be liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that this provision does not eliminate
the liability of the director (i) for any breach

II-1
<PAGE> 19

of the director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit.
For purposes the prior sentence, the term "damages shall, to the extent
permitted by law, include without limitation, any judgment, fine, amount paid
in settlement, penalty, punitive damages, excise or other tax assessed with
respect to an employee benefit plan, or expense of any nature (including,
without limitation, counsel fees and disbursements). Each person who serves as
a director of the Corporation while this Article NINTH is in effect shall be
deemed to be doing so in reliance on the provisions of this Article NINTH, and
neither the amendment or repeal of this Article NINTH, nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article
NINTH, shall apply to or have any effect on the liability or alleged liability
of any director or the Corporation for, arising out of, based upon, or in
connection with any acts or omissions of such director occurring prior to such
amendment, repeal, or adoption of an inconsistent provision. The provisions of
this Article NINTH are cumulative and shall be in addition to and independent
of any and all other limitations on or eliminations of the liabilities of
directors of the Corporation, as such, whether such limitations or eliminations
arise under or are created by any law, rule, regulation, by-law, agreement,
vote of shareholders or disinterested directors, or otherwise.

TENTH. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the DGCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation
under the provisions of Section 279 of the DGCL, order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation."

Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect
to any matter in which the director or officer acted in good faith and in a
manner he reasonably believed to be not opposed to the best interests of the
Company, and, with respect to any criminal action, had reasonable cause to
believe his conduct was lawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

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<PAGE> 20

ITEM 8. EXHIBITS

<TABLE>
<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporation, as amended *
(Incorporated herein by reference to Exhibit 3.1 to the Company's
Registration Statement - File No. 333-00796 (the "IPO Registration
Statement").

4.2 By-Laws (Incorporated herein by reference to Exhibit 3.2 to the IPO *
Registration Statement).

4.3 Biofield Corp. 1992 Employee Stock Incentive Plan (Incorporated herein
by reference to Exhibit 10.42 to the IPO Registration Statement). *

4.4 Biofield Corp. 1996 Stock Option Plan (Incorporated herein by
reference to Exhibit 10.43 to the IPO Registration Statement). *

4.5 Biofield Corp. 1996 Stock Option Plan for Non-Employee Directors
(Incorporated herein by reference to Exhibit 10.44 to the IPO *
Registration Statement).

4.6 Consulting Agreement between the Company and Richard J. Davies, M.D.,
dated January 1, 1994. (Incorporated herein by reference to Exhibit *
10.30 to the IPO Registration Statement).

4.7 Employment Agreement between the Company and Mark L. Faupel, dated as
of October 1, 1992. (Incorporated herein by reference to Exhibit *
10.31 to the IPO Registration Statement).

4.8 Addendum to Employment Agreement between the Company and Mark L.
Faupel, dated March 12, 1993. (Incorporated herein by reference to *
Exhibit 10.32 to the IPO Registration Statement).

4.9 Addendum to Employment Agreement between the Company and Mark L.
Faupel, dated April 22, 1993. (Incorporated herein by reference to *
Exhibit 10.33 to the IPO Registration Statement).

4.10 Addendum to Employment Agreement between the Company and Mark L.
Faupel, dated December 9, 1993. (Incorporated herein by reference to *
Exhibit 10.34 to the IPO Registration Statement).

4.11 Amended and Restated Employment Agreement between the Company and
Michael R. Gavenchak, dated October 1, 1992. (Incorporated herein by *
reference to Exhibit 10.35 to the IPO Registration Statement).

4.12 Employment Agreement between the Company and Robert Yocher, dated June
4, 1993. (Incorporated herein by reference to Exhibit 10.36 to the *
IPO Registration Statement).

4.13 Addendum to Employment Agreement between the Company and Robert
Yocher, dated December 9, 1993. (Incorporated herein by reference to *
Exhibit 10.37 to the IPO Registration Statement).

4.14 Employment Agreement between the Company and Kenneth W. Anstey, dated
November 10, 1995. (Incorporated herein by reference to Exhibit 10.38 *
to the IPO Registration Statement).

4.15 Agreement between the Company and D. Carl Long, dated as of December
1, 1995. (Incorporated herein by reference to Exhibit 10.39 to the *
IPO Registration Statement).

4.16 Bruce Allen Bach Severance Agreement and General Release between the *
Company and Bruce Allen Bach, M.D., dated December 20, 1995.
(Incorporated herein by reference to Exhibit 10.40 to the IPO
Registration Statement).
</TABLE>

II-3
<PAGE> 21

<TABLE>
<S> <C>
4.17 Form of Share Option Agreement between the Company and each of the
following: James Anderson, Carole Baraldi, Loredana Bologna, David M.
Long, Jr., M.D., Bridgit Chiappetta-Mistretta, Isabel Miner, Seth
Nathanson, Oppenheimer & Co., Theodore Pincus, Rosemarie
Reinman, John C. Rodowski, Laura J. Stein, Kenneth S. Warren,
M.D. and W. Clark Wescoe, M.D.

4.18 Form of Share Option between the Company and each of the following:
Burke T. Barrett, Martin H. Lindenberg, M.D., John D.
Stephens, and Linda Thompson.

4.19 Form of Share Option Agreement between the Company and each of the
following: Debra A. Dow and Gordon J. Dow.

4.20 Form of share Option Agreement between the Company and each of the
following: Mario Martinez and Timothy G. Roche.

5 Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP dated December
18, 1996.

23.1 Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP (included in
Exhibit 5).

23.2 Consent of Deloitte & Touche LLP

24 Power of Attorney (included on the signature page hereof).
</TABLE>

____________________

* Incorporated by Reference

II-4
<PAGE> 22

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

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

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of 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;

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

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

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

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, 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 relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

II-5
<PAGE> 23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Roswell, State of Georgia, on the 18th day of
December, 1996.

BIOFIELD CORP.

By: /s/ Kenneth W. Anstey
------------------------
Kenneth W. Anstey
President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael R. Gavenchak and Timothy G.
Roche, or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place,
and stead, in any and all capacities, to sign any and all pre- or
post-effective amendments to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

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

SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Kenneth W. Anstey Chief Executive Officer, December 18, 1996
- -------------------------------------------- President and Director
Kenneth W. Anstey (Principal Executive Officer)

/s/ Timothy G. Roche Director of Finance December 18, 1996
- -------------------------------------------- and Corporate Controller
Timothy G. Roche

/s/ C. Leonard Gordon Director December 18, 1996
- --------------------------------------------
C. Leonard Gordon

/s/ D. Carl Long Director December 18, 1996
- --------------------------------------------
D. Carl Long

- -------------------------------------------- Director December 18, 1996
James B. Anderson, Ph.D.

/s/ Joseph H. Gleberman Director December 18, 1996
- --------------------------------------------
Joseph H. Gleberman

/s/ W. Clarke Wescoe, M.D. Director December 18, 1996
- --------------------------------------------
W. Clarke Wescoe, M.D.
</TABLE>

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