Rule 424(b)(3)
Registration Statement on
Form S-8 File No. 333-13343
Supplement dated March 27, 1997 to Prospectus
dated October 3, 1996
On March 13, 1997, Lee S. Rosen, the Selling Shareholder named in the
Prospectus, effected a cashless exercise of his right to purchase 600,000
shares of the Common Stock, issuable upon the exercise of the Warrant
in consideration for his transferring such shares to Westminster Securities
Corporation ("Westminster") on behalf of the Corporation pursuant to a
Settlement Agreement and Mutual Release between the Company and Westminster,
et al. dated March 6, 1997 in settlement of a claim for $300,000. The
Warrant by its terms is exercisable at a purchase price per share of $.75;
however, the Board of Directors authorized on February 12, 1997 the Selling
Shareholder to exercise the Warrant as to 600,000 shares at a reduced
exercise price of $.50 per share.
