NATIONAL QUALITY CARE INC, S-8 POS, 1997-04-28

NATIONAL QUALITY CARE INC
S-8 POS, 1997-04-28
GROCERIES & RELATED PRODUCTS

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<PAGE>

Registration No. 333-06175

As filed with the Securities and Exchange Commission on April 28, 1997
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549

----------------------
POST EFFECTIVE
AMENDMENT NO. 1
TO FORM S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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

NATIONAL QUALITY CARE, INC.
(f/k/a Sargent, Inc.)
(Exact name of registrant as specified in its charter)

Delaware 84-1215959
- --------- ----------
(State or other (I.R.S. Employer
jurisdiction o Identification Number)
incorporation or
organization)
5901 West Olympic Boulevard
Suite 109
Los Angeles, California 90036
(213) 692-0948

(Address, including zip code, and telephone number,
Including area code, or registrant's principal executive offices)
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1996 NATIONAL QUALITY CARE, INC.
STOCK OPTION PLAN
-----------------
(Full title of plan)

Victor Gura, M.D.
President
National Quality Care, Inc.
5901 West Olympic Boulevard
Suite 109
Los Angeles, California 90036
(213) 692-0948

(Name and address, including zip code, and telephone
number, including area code, of agent for service)
--------------------------------------------------

Copies to:

Matthias & Berg LLP
515 South Flower Street
Seventh Floor
Los Angeles, California 90071
Attn: Jeffrey P. Berg, Esq.
Phone (213) 895-4200
Fax (213) 895-4058

<PAGE>

(REGISTRATION STATEMENT COVER PAGE CONTINUED)

CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
Title of Each Class of Amount to be Proposed Maximum Proposed Amount of
Securities to be Registered Registered(1) Offering Price per Maximum Registration
Share(1) Aggregate Fee(2)
Offering
Price(1)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share(3) 1,000,000 $1.00 $1,000,000 $344.80(4)
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------

</TABLE>

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

(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to General Instruction E, the registration fee paid in connection
herewith is based on the maximum aggregate price at which securities
covered by this registration statement are proposed to be offered.
(3) The shares registered pursuant to this Registration Statement are available
for grant as of the date of this Registration Statement under the Company's
1996 Stock Option Plan and available for issuance pursuant to certain stock
option agreements which are attached as exhibits to this Registration
Statement.
(4) The Company has previously paid this amount in connection with the filing
of this Registration Statement.

<PAGE>

REOFFER PROSPECTUS
------------------

NATIONAL QUALITY CARE, INC.
1,000,000 SHARES
COMMON STOCK

OFFERED BY SELLING STOCKHOLDERS

This Reoffer Prospectus (the "Prospectus") relates to the reoffer and
resale of up to 1,000,000 shares (the "Shares") of common stock, par value $0.01
(the "Common Stock") of National Quality Care, Inc., a Delaware corporation (the
"Company"), to be offered from time to time for the account of certain
directors, officers, employees and consultants of the Company (the "Selling
Stockholders") pursuant to the Company's 1996 Stock Option Plan (the "1996
Plan"), some of whom may be deemed to be "affiliates" of the Company, as such
term is defined in Rule 405 of the Securities Act of 1933, as amended (the
"Securities Act"). See "Selling Stockholders" and "Plan of Distribution."

The Selling Stockholders directly, through agents designated from time to
time, or through brokers, dealers, or through underwriters to be designated, may
sell the shares of Common Stock offered hereby from time to time on terms to be
determined at the time of sale. To the extent required by applicable law, the
specific shares to be sold, the terms of the offering, including price, the
names of any agent, dealer or underwriter, and any applicable commission,
discount or other compensation with respect to a particular sale will be set
forth in an accompanying Prospectus Supplement. See "Selling Stockholders" and
"Plan of Distribution."

The Company will receive none of the proceeds from the sale of these
Shares. The Selling Stockholders and any broker-dealer, agents or underwriters
that participate with the Selling Stockholders in the distribution of the Common
Stock may be deemed to be underwriters within the meaning of the Securities Act
and any commission received by them and any profit on the resale of the Common
Stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Company has paid all of the costs of
the Offering with respect to the Shares to be offered by the Selling
Stockholders. See "Selling Stockholders" and "Plan of Distribution."

The Company's Common Stock is currently listed for trading in the
over-the-counter market and is quoted on the National Association of Securities
Dealers, Inc. Bulletin Board or in the "pink sheets" maintained by the National
Quotation Bureau, Inc. under the symbol "NQCI." On April 9, 1997, the closing
market price for the Common Stock as traded in the over-counter-market was
approximately $1.50 per share.

THESE SECURITIES ARE SPECULATIVE
AND INVOLVE A HIGH DEGREE OF RISK.
________________________

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 date of this Prospectus is April 28, 1997

<PAGE>

AVAILABLE INFORMATION

The Company has filed with the Commission, a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended (the "Securities Act") with
respect to the securities offered hereby. This Prospectus does not contain all
the information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and the
Shares, reference is made to the Registration Statement and the exhibits and
schedules filed as a part thereof. Statements made in this Prospectus as to the
contents of any contract or any other document referred to are not necessarily
complete, and, in each instance, reference is made to the copy of such contract
or document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference to such exhibits.
The Registration Statement, including exhibits and schedules thereto, may be
inspected without charge at the public reference facilities maintained by the
Securities and Exchange Commission (the "Commission") at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional
offices of the Commission at 7 World Trade Center, 13th Floor, New York, New
York 10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2411. Copies of the Registration Statement and the exhibits and schedules
thereto may be obtained from the Commission at such offices upon payment of
prescribed rates.

The Company is currently subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities of the Commission at
450 Fifth Street, N.W., Washington D.C. 20549; at its New York Regional Office,
Room 1400, 7 World Trade Center, New York, New York 10048; and at its Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2411, and copies of such materials can be obtained from the Public
Reference Section at prescribed rates. The Company intends to furnish its
stockholders with annual reports containing audited financial statements and
such other periodic reports as the Company may determine to be appropriate or as
may be required by law.

The following documents, including the exhibits thereto, which are on file
with the Securities and Exchange Commission (the "Commission"), are incorporated
in this Registration Statement by reference:

(a) Annual Report on Form 10-KSB for the year ended December 31, 1996.
(b) The description of the Common Stock which is contained in the
registration statements filed under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.

The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, upon the written or oral request of such
person, a copy of any or all of the documents which have been or may be
incorporated by reference in this Prospectus (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents). Requests should be directed to: National Quality Care, Inc.,
5901 West Olympic Boulevard, Suite 109, Los Angeles, California 90036,
Attention: Ron Berkowitz, Chief Financial Officer. Telephone requests may be
directed to the Company at (212) 692-0948.

<PAGE>

Any statements contained in a document incorporated or deemed to be
incorporated herein 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 herein by reference modifies or supersedes such statement. Any
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

The Company is a high-quality provider of integrated dialysis services for
patients suffering from chronic kidney failure, also known as end stage renal
disease.

The Company has been in business since 1985 and currently offers dialysis
services through a dialysis center with ten (10) fully equipped stations in Los
Angeles, California and provides home dialysis services.

Further, the Company provides in-patient dialysis services by contract to
five (5) Los Angeles County hospitals. Payment for services is primarily
provided by third party payors, including Medicare, Medi-Cal (a California state
health agency) and commercial insurance companies.

The Company's current business plan includes a strategy to expand as a
provider of dialysis services through the development of new dialysis facilities
and the acquisition of additional dialysis facilities and other strategically
related health care services in selected markets. The Company's acquisition
strategy relates to the Company's intention to purchase existing dialysis
facilities and other related health care services which will create synergies
with the Company's dialysis services business. The Company also intends to
develop and construct additional dialysis facilities. The Company is currently
in the process of constructing an additional facility in Los Angeles, California
with twenty (20) dialysis units. The Company anticipates that this new facility
will be operational in or about June, 1997.

The market for such acquisition prospects is highly competitive and
management expects that certain potential acquirors will have significantly
greater capital than the Company. In addition, financing for such acquisitions
or development may not be available to the Company on commercially reasonable
terms. In the event the Company cannot obtain the additional financing needed
to fulfill its acquisition and development strategy, the Company may be unable
to achieve its proposed expansion strategy.

The Company's principal executive offices are located at 5901 West Olympic
Boulevard, Suite 109, Los Angeles, California 90036, tel. no. (213) 692-0948.

<PAGE>

USE OF PROCEEDS

The Company will not receive any of the net proceeds from the shares of
Common Stock to be offered by the Selling Stockholders, all of which net
proceeds will be received by the Selling Stockholders. See "Selling
Stockholders" and "Plan of Distribution."

PLAN OF DISTRIBUTION

The shares of the Company's Common Stock offered hereby by the Selling
Stockholders may be sold from time to time to purchasers directly by the Selling
Stockholders. Alternatively, the Selling Stockholders may from time to time
offer the shares of Common Stock through underwriters, dealers or agents, who
may receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the shares
for whom they may act as agent. The Selling Stockholders and any underwriters,
dealers or agents that participate in the distribution of the shares of Common
Stock may be deemed to be underwriters and any profit on the sale of shares by
them and any discounts, commissions or concessions received by any such
underwriters, dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act. At the time a particular offer of shares
is made, to the extent required by applicable law, a Prospectus Supplement will
be distributed which will set forth the specific shares to be sold and the terms
of the offering, including the name or names of any underwriters, dealer-agents,
any discounts, commissions or concessions allowed or reallowed or paid to
dealers.

The shares of Common Stock may be sold from time to time in one or more
transactions at a fixed offering price which may be changed or at varying prices
determined at the time of sale or negotiated prices.

The Company has paid all of the expenses incident to the offering of the
shares of the Common Stock offered by the Selling Stockholders, other than
commissions and discounts of underwriters, dealers or agents.

<PAGE>

SELLING STOCKHOLDERS

This Prospectus relates to up to 1,000,000 shares of Common Stock which
have been or may be acquired by the Selling Stockholders from time to time
through the issuance of shares of Common Stock to certain officers, directors,
employees and consultants of the Company as compensation for employment or
consulting services pursuant to the 1996 Plan. The following table sets forth
certain information with respect to Selling Stockholders, some of whom may be
deemed to be "affiliates" of the Company, as such term is defined in Rule 405 of
the Securities Act, as of the date of this Prospectus, as follows: (i) the name
and position with the Company within the past three (3) years of each Selling
Stockholder; (ii) the number of shares of Common Stock beneficially owned by
each Selling Stockholder (including shares obtainable under options exercisable
within sixty (60) days of such date); (iii) the number of shares of Common Stock
being offered hereby, and (iv) the number and percentage of the Company's
outstanding shares of Common Stock to be beneficially owned by each Selling
Stockholder before and after completion of the sale of Common Stock being
offered hereby. There can be no assurance that any of the Selling Stockholders
will sell any or all of the shares of Common Stock offered hereby.
<TABLE>
<CAPTION>

NO. OF SHARES NO. OF SHARES
BENEFICIALLY NO. OF SHARES BENEFICIALLY
NAME AND ADDRESS OWNED BEFORE TO BE OFFERED OWNED AFTER PERCENT #
OF BENEFICIAL OWNER OFFERING# FOR RESALE OFFERING* BEFORE OFFERING AFTER OFFERING*
- ------------------- ------------- ------------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Ron Berkowitz(1) 52,000 50,000 2,000 ** **

</TABLE>

Information with respect to Selling Stockholders from time to time will be
updated in supplements to this Prospectus, which will be filed with the
Commission in accordance with Rule 424(b) under the Securities Act.

As of April 15, 1997, there were issued and outstanding 8,433,471 shares of
Common Stock.

(FOOTNOTES ON FOLLOWING PAGE)

<PAGE>

(FOOTNOTES FROM PRIOR PAGE)

# Pursuant to the rules of the Commission, shares of Common Stock which an
individual or group has a right to acquire within 60 days pursuant to the
exercise of options or warrants are deemed to be outstanding for the
purpose of computing the percentage ownership of such individual or group,
but are not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person shown in the table. Certain of
the Selling Stockholders, as indicated below, are currently not deemed to
be the beneficial owners of a certain number of shares of Common Stock
which are being registered for their benefit in connection with the
Registration Statement. Therefore, the number of shares of Common Stock
indicated in the chart as beneficially owned by such Selling Stockholders
may exceed the number of shares which are currently deemed to be
beneficially owned by certain Selling Stockholders pursuant to the rules of
the Commission.

* Assumes the exercise in full and sale of all the Shares registered for
reoffer and resale pursuant to this Registration Statement.

** Less than 1%.

1. The address for Mr. Berkowitz is 5901 West Olympic Boulevard, Suite 109,
Los Angeles, California 90036. Mr. Berkowitz has been granted an option to
purchase up to 50,000 shares of Common Stock, which are the subject of this
Registration Statement. The exercise price was $0.38 per share with
respect to 25,000 shares and $0.44 per share with respect to the other
25,000 shares. The option has vested with respect to 37,500 shares, 25,000
shares of which have been exercised, and an additional 12,500 shares will
vest on December 19, 1997. The option expires with respect to the
unexercised 25,000 shares on June 19, 2006. Mr. Berkowitz is the
registered owner of an additional 2,000 shares of Common Stock. Does not
include options to purchase up to 50,000 shares of Common Stock, which may
vest subject to certain events.

<PAGE>

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

The Commission has expressed its opinion that indemnification of directors,
officers and controlling persons of the Company against liabilities arising
under the Securities Act, 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 Company
of expenses incurred or paid by an Indemnitee of the Company in the successful
defense of any such act or proceeding) is asserted by such Indemnitee in
connection with securities which have been registered by the Company, 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 and will be governed by the final adjudication
of such issue.

LEGAL MATTERS

Certain matters with respect to the validity of the Shares offered hereby
will be passed upon for the Company by Matthias & Berg LLP, 515 South Flower
Street, Seventh Floor, Los Angeles, California 90071. Matthias & Berg LLP
currently owns 24,739 shares of Common Stock, which are the subject of this
Registration Statement, and up to an additional 204,922 shares of Common Stock,
exercisable at $1.00 per share, which are not the subject of this Registration
Statement.

EXPERTS

The audited financial statements of the Company as of December 31, 1996 and
1995 and the related statements of operations, stockholders' equity and cash
flows for the years ended December 31, 1996 and 1995, incorporated by reference
in this Prospectus from the Company's Report on Form 10-KSB for the year ended
December 31, 1996, have been so incorporated herein in reliance on the report of
Singer Lewak Greenbaum & Goldstein LLP, independent certified public
accountants, given on the authority of such firm as experts in auditing and
accounting.

<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, 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 PURCHASE
ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR
A SOLICITATION OF ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN 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 DATE HEREOF.

TABLE OF CONTENTS
PAGE
----

AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . 2
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . 5
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

NATIONAL QUALITY CARE, INC.

1,000,000 SHARES

OF COMMON STOCK

-----------

PROSPECTUS
-----------

APRIL 28, 1997

<PAGE>

PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1: PLAN INFORMATION.

The information required by Part I is included in documents to be sent or
given to the participants.

ITEM 2: REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Upon written or oral request, National Quality Care, Inc., a Delaware
corporation, f/k/a Sargent, Inc. (the "Registrant") will provide, without
charge, a copy of all documents incorporated by reference in Item 3 of Part II
of this Registration Statement, which are incorporated by reference in the
Section 10(a) Prospectus, and all other documents required to be delivered to
employees pursuant to Rule 428(b) promulgated under the Securities Act of 1933,
as amended (the "Securities Act"). All requests should be made to National
Quality Care, Inc., Ron Berkowitz, Chief Financial Officer, 5901 West Olympic
Boulevard, Suite 109, Los Angeles, California 90036, tel no. (213) 692-0948.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which are on file with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:

(a) Annual Report on Form 10-KSB for the year ended December 31, 1996.

(b) The description of the Common Stock which is contained in the
registration statements filed under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Of the 1,000,000 shares of Common Stock being registered in connection with
the Registration Statement, 174,739 shares are being registered on behalf of
Matthias & Berg LLP, counsel to the Registrant, which has issued the opinion
filed herewith as Exhibit 5.1 to this Registration Statement. In addition,
Matthias & Berg LLP own additional options to purchase up to an additional
204,922 shares of Common Stock, which are not the subject of this Registration
Statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Certificate of Incorporation generally provide for the
maximum indemnification of a corporation's officers and directors as permitted
by law in the State of Delaware. Delaware law empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case of
an action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including

II-1

<PAGE>

attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding if the
person indemnified acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceedings, had no reasonable cause to
believe his or her conduct was unlawful.

A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he or she must be indemnified by the corporation against expenses,
including attorney's fees, actually and reasonably incurred by him in connection
with the defense. Any indemnification under this section, unless ordered by a
court or advanced pursuant to this section, must be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) by the stockholders; (b) by the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) if a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.

The certificate of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section: (a) does not exclude any other rights to which
a person seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding his
or her office, except that indemnification, unless ordered by a court pursuant
to this section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

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<PAGE>

ITEM 8: EXHIBITS

4.1 1996 Stock Option Plan*
4.2 Stock Option Agreement between the Registrant and Worldwide Corporate
Finance dated May 12, 1996*
4.3 Stock Option Agreement between the Registrant and Matthias & Berg LLP
dated May 12, 1996*
4.4 Amended and Restated Non-Qualified Stock Option Agreement between the
Registrant and Ron Berkowitz dated September 6, 1996
4.5 Amended and Restated Incentive Stock Option Agreement between the
Registrant and Ron Berkowitz dated September 12, 1996
4.6 Stock Option Agreement between the Registrant and Michael Markow dated
December 10, 1996
5.1 Opinion of Matthias & Berg LLP*
24.1 Consent of Matthias & Berg LLP (included in Exhibit 5.1)*
24.2 Consent of Singer, Lewak, Greenbaum & Goldstein LLP

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

* Previously filed as an exhibit to this Registration Statement.

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

ITEM 9: UNDERTAKINGS

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 (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on From S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.

(2) That, for determining liability under the Securities Act, to treat
each such post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial BONA FIDE offering.

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

II-3

<PAGE>

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.

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, 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 in the successful defense of any action, suit or
proceeding) is asserted by such director, officers 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-4

<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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Los Angeles, California, on this 28th day of April,
1997.

NATIONAL QUALITY CARE, INC.

By: /s/Victor Gura, M.D.
-------------------------------------
Victor Gura, M.D., President

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.
<TABLE>
<CAPTION>

Signature Capacity in Which Signed Date
--------- ------------------------ ----
<S> <C> <C>

/s/Victor Gura, M.D. President and Director April 28, 1997
- ------------------------------- (Principal Executive Officer)
Victor Gura, M.D.

/s/ Ron Berkowitz Chief Financial Officer April 28, 1997
- ------------------------------- (Principal Financial Officer
Ron Berkowitz and Principal Accounting
Officer)

/s/Ronald Lang, M.D. Director April 28, 1997
- -------------------------------
Ronald Lang, M.D.

/s/ Judith Gordon Director April 28, 1997
- -------------------------------
Judith Gordon

</TABLE>

II-5

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Victor Gura, M.D. and Ron Berkowitz, or
either of them, as 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 amendments (including
post-effective amendments) and supplements to this Registration Statement, and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each end every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them or their substitute or 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.
<TABLE>
<CAPTION>

Signature Capacity in Which Signed Date
--------- ------------------------ ----
<S> <C> <C> <C>

/s/Victor Gura, M.D.* President and Director
- -------------------------------- (Principal Executive Officer)
Victor Gura, M.D.

/s/Ron Berkowitz* Chief Financial Officer
- -------------------------------- (Principal Financial Officer
Ron Berkowitz and Principal Accounting
Officer)

/s/Ronald Lang, M.D.* Director
- --------------------------------
Ronald Lang, M.D.

/s/ Judith Gordon Director April 28, 1997
- --------------------------------
Judith Gordon

</TABLE>

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

* Previously executed as part of this Registration Statement.

II-6

<PAGE>

EXHIBIT INDEX
-------------

Document Description of Document
- -------- -----------------------

4.1 1996 Stock Option Plan*
4.2 Stock Option Agreement between the Registrant
and Worldwide Corporate Finance dated May 12, 1996*
4.3 Stock Option Agreement between the Registrant
and Matthias & Berg LLP dated May 12, 1996*
4.4 Amended and Restated Non-Qualified Stock Option
Agreement between the Registrant and Ron Berkowitz
dated September 6, 1996
4.5 Amended and Restated Incentive Stock Option
Agreement between the Registrant and Ron Berkowitz
dated September 12, 1996
4.6 Stock Option Agreement between the Registrant and
Michael Markow dated December 10, 1996
5.1 Opinion of Matthias & Berg LLP*
24.1 Consent of Matthias & Berg LLP (included in Exhibit
5.1)*
24.2 Consent of Singer, Lewak, Greenbaum & Goldstein LLP

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

* Previously filed as an exhibit to this Registration Statement.

<PAGE>

EXHIBIT 4.4

<PAGE>

NATIONAL QUALITY CARE, INC.
a Delaware corporation

AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT

Ron Berkowitz June 19, 1996
- ------------------------------ -------------------
Name of Optionee Date Option Granted

437 Terraine Avenue
Long Beach, California 90814
- ------------------------------
Residence Address No. 004

This Agreement ("Agreement") is amended and restated as of the September 6,
1996 between National Quality Care, Inc. (formerly, Sargent, Inc.), a Delaware
corporation (hereinafter the "Company"), and the optionee named above
(hereinafter "Optionee"). The option granted by this Agreement is designated a
"Non-Qualified Option" granted pursuant to the Sargent, Inc. Stock Option Plan
dated May 12, 1996 (the "Plan").

1. GRANT OF OPTION. Pursuant to and subject to the terms and conditions
of the Agreement, the Company grants to the Optionee, a consultant to the
Company, the right and option (the "Option") to purchase at $.38 per share on
the terms and conditions hereinafter set forth, 12,500 shares of the currently
authorized and unissued Common Stock of the Company, par value $0.01 per share,
at any time after one (1) month following the date of this Agreement, and an
additional 12,500 shares at any time after six (6) months following the date of
this Agreement (the "Shares"). The Option shall be exercisable, in whole or in
part, during the period commencing with the date on which each portion of the
Option becomes exercisable, as set forth above and ending on December 31, 1999.
So long as applicable law allows, at the option of the Company, the Company
agrees to waive payment for the exercise of the options referenced hereinabove.
In such event, the Company shall issue appropriate documentation to Optionee
causing Employee to recognize income for such waiver of the option exercise
price. In the event that applicable law will not allow for the waiver of such
payment for such options, the Company shall declare Incentive Compensation of
no less than the amount necessary for Optionee to exercise such options.

Nothing contained herein shall be construed to limit or restrict the right
of the Company or a parent or subsidiary corporation of the Company to terminate
the Optionee's services for the Company.

<PAGE>

2. METHOD OF EXERCISE. The Option may be exercised pursuant thereto by
written notice to the Company stating the number of shares with respect to which
the Option is being exercised, together with payment in full, by certified or
cashier's check payable to the order of the Company, of the purchase price for
the number of Shares being purchased. If requested by the Plan Committee of the
Board of Directors, prior to the delivery of any Shares, the Optionee shall
supply the Plan Committee with a representation that the Shares are not being
acquired with a view to distribution and will be sold or otherwise disposed of
only in accordance with applicable federal and state statutes, rules and
regulations.

As soon after the notice of exercise as the Company is reasonably able to
comply, the Company shall, without payment of any transfer or issue tax by the
Optionee, deliver to the Optionee or any such other person, at the main office
of the Company or such other place as shall be mutually acceptable, a
certificate or certificates for the Shares being purchased upon exercise of the
Option. Notwithstanding the foregoing, the Company shall have the right to
postpone the time of delivery of the Shares for such period as may be required
for it with reasonable diligence to comply with any applicable listing
requirements of any national securities exchange or any federal, state or local
law. The Optionee may exercise the Option for less than the total number of
Shares for which the Option is then exercisable, provided that a partial
exercise may not be for fewer than 100 Shares, unless the remaining shares
exercisable under the Option is for less than 100 Shares. The Option may be
exercisable for whole Shares only.

3. TERMINATION OF OPTION. The Option shall terminate and expire
immediately and in total upon the earlier of:

(a) The Expiration Date of the Option as specified in Section 1 of
this Agreement; or

(b) The date of termination of the Option pursuant to Section 5
hereof.

This Option shall survive and be exercisable notwithstanding that Optionee shall
(i) terminate his relationship with the Company, (ii) cease to provide services
to the Company or (iii) otherwise be subject to the provisions of Sections
7(a)-(d) of the Plan, and shall terminate only as provided in Sections 3(a) or
(b) of this Agreement.

<PAGE>

4. ADJUSTMENTS. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company has
merged or consolidated with one or more other corporations (and provided the
Option does not thereby terminate pursuant to Section 5 hereof), then the number
and kind of shares then subject to the Option and the price to be paid therefor
shall be appropriately adjusted by the Plan Committee; PROVIDED, HOWEVER, that
in no event shall any such adjustment result in the Company's being required to
sell or issue any fractional shares. Any such adjustment shall be made without
change in the aggregate purchase price applicable to the unexercised portion of
the Option, but with an appropriate adjustment to the price of each Share or
other unit of security covered by this Option.

5. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision
of this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than 50%
of the then outstanding stock of the Company to another corporation or other
entity, the Option granted hereunder shall terminate, provided, however, that:
(i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or consolidation or sale of assets in which the Company is
not the surviving corporation or sale of stock, become fully exercisable; or
(ii) in its sole and absolute discretion, the surviving corporation may, but
shall not be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or options shall
contain such terms and provisions as shall be required substantially to preserve
the rights and benefits of this Option.

6. NON-TRANSFERABILITY. The Option is not assignable or transferable by
the Optionee, either voluntarily or by operation of law, otherwise than by will
or by the laws of descent and distribution, and is exercisable, during the
Optionee's lifetime, only by the Optionee. Upon any attempted transfer of this
Option contrary to the provisions hereof, the Board of Directors may, at its
discretion, terminate this Option.

<PAGE>

7. NO STOCKHOLDER RIGHTS. The Optionee or other person entitled to
exercise this Option shall have no rights or privileges as a stockholder with
respect to any Shares subject hereto until the Optionee or such person has
become the holder of record of such Shares, and no adjustment (except such
adjustment as may be effected pursuant to the provisions of Section 4 hereof)
shall be made for dividends or distributions of rights in respect of such Shares
if the record date is prior to the date on which the Optionee or such person
becomes the holder of record.

8. METHOD OF ACCEPTANCE. This Agreement is addressed to the Optionee in
duplicate and shall not be effective until the Optionee has executed the
acceptance below and returned one copy to the Company, thereby acknowledging
that he has read and agreed to all the terms and conditions of this Agreement.

Executed by the Company as of the 6th day of September, 1996.

NATIONAL QUALITY CARE, INC.
a Delaware corporation

By: /s/ Victor Gura, M.D.
----------------------------
Victor Gura, M.D., President

ACCEPTED:

By: /s/ Ron Berkowitz September 6, 1996
--------------------------- --------------------------------
Ron Berkowitz Date

<PAGE>

ELECTION TO PURCHASE

The undersigned hereby irrevocably elects to exercise _______ of the
Options allocated to him under that certain Non-Qualified Stock Option Agreement
by and between Ron Berkowitz and National Quality Care, Inc., dated as of June
19, 1996, and to purchase the Common Shares issuable upon the exercise of said
Options, and requests that Certificates for such shares be issued and delivered
as follows:

ISSUE TO:
Ron Berkowitz
------------------------------------------------------
(Name)

437 Terraine Avenue, Long Beach, California 90614
------------------------------------------------------
(Address, Including Zip Code)

---------------------------------------------------------
(Social Security or Tax Identification Number)

DELIVER TO:
Matthias & Berg, LLP
--------------------
(Name)

at 515 South Flower Street, 7th Floor, Los Angeles, CA
----------------------------------------------------
90071
-----
(Address, Including Zip Code)

Full payment of the purchase price with respect to the Options exercised
and transfer taxes, if any, in the amount $ is enclosed herewith.
-------------

Dated as of:

----------------------------------
Ron Berkowitz

PLEASE INSERT SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER OF HOLDER

<PAGE>

EXHIBIT 4.5

<PAGE>

NATIONAL QUALITY CARE, INC.
AMENDED AND RESTATED INCENTIVE STOCK OPTION AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT is entered into as of September 12,
1996 by and between National Quality Care, Inc., a Delaware corporation (the
"Company"), and Ron Berkowitz ("Optionee").

R E C I T A L

Pursuant to the May 12, 1996 Stock Option Plan (the "Plan"), the Board of
Directors of the Company (the "Board") authorized the granting to Optionee of an
incentive stock option, and on or about June 19, 1996, the Company entered into
an agreement with Optionee, for the Optionee to purchase the number of shares of
Common Stock of the Company specified in Paragraph 1 thereof, at the price
specfified therein, such option to be for the term and upon the terms and
conditions stated in that agreement. The Board has since determined that the
exercise price should be amended to reflect a change in the value of the
Company's stock and that the Company should enter into this Amended and Restated
Agreement to reflect the relevant changes.

A G R E E M E N T

NOW, THEREFORE, in consideration of the premises and of the undertakings of
the parties hereto contained herein, it is hereby agreed:

1. NUMBER OF SHARES; OPTION PRICE. Pursuant to said action of the Board,
the Company hereby grants to Optionee the option ("Option") to purchase at $.44
per share, subject to the terms and conditions of the Plan, 12,500 shares of the
currently authorized and unissued Common Stock of the Company, par value $0.01
per share, at any time after twelve (12) months following the date of this
Agreement, and an additional 12,500 shares at any time after eighteen (18)
months following the date of this Agreement (the "Shares"). So long as
applicable law allows, at the option of the Company, the Company agrees to waive
payment for the exercise of the options referenced hereinabove. In such event,
the Company shall issue appropriate documentation to Optionee causing Employee
to recognize income for such waiver of the option exercise price. In the event
that applicable law will not allow for the waiver of such payment for such
options, the Company shall declare Incentive Compensation of no less than the
amount necessary for Optionee to exercise such options.

<PAGE>

2. TERMS. This Option shall expire on the day before the tenth
anniversary (fifth anniversary if Optionee owns more than 10% of the voting
stock of the Company, a Parent or a Subsidiary on the date of this Agreement) of
the date hereof, unless such Option shall have been terminated prior to that
date in accordance with the provisions of the Plan or this Agreement. The terms
"Parent" and "Subsidiary" herein mean a parent corporation or a subsidiary
corporation, as such terms are defined in the Plan.

3. SHARES SUBJECT TO EXERCISE. 12,500 shares shall be exercisable twelve
(12) months from the date hereof and an additional 12,500 shares shall vest
eighteen (18) months following the date hereof, if Optionee remains an employee
of the Company, a Parent or a Subsidiary on each such respective date. All
Shares shall thereafter remain subject to exercise for the term specified in
Paragraph 2 hereof, provided that Optionee is then and has continuously been in
the employ of the Company, a Parent or a Subsidiary, subject, however, to the
provisions of Paragraph 5 hereof.

5. TAX WITHHOLDING. In the event that this Option shall lose its
qualification as an incentive stock option, as a condition to exercise of this
Option, the Company may require the Optionee to pay over to the Company all
applicable federal, state and local taxes which the Company is required to
withhold with respect to the exercise of this Option. At the discretion of the
Board and upon the request of the Optionee, the minimum statutory withholding
tax requirements may be satisfied by the withholding of shares of Common Stock
otherwise issuable to the Optionee upon the exercise of this option.

6. EXERCISE ON TERMINATION OF EMPLOYMENT. If Optionee shall cease to be
employed by the Company, a Parent or Subsidiary, Optionee's right, if any, to
exercise his options will be limited to installments accrued under Paragraph 3
hereof on the date of termination (unless the Board accelerates the
exercisablity of the Option pursuant to Section 7(d) of the Plan) and will be
governed by Section 7 of the Plan. The maximum period permissible for an
incentive stock option under Section 7 in the absence of Board action shall
apply for each type of termination of employment described therein unless the
Board has made other provision herein; PROVIDED, HOWEVER, in the event Optionee
terminates Optionee's employment or other relationship with the Company by
ceasing to

<PAGE>

serve as an officer or leaving the employ of the Company, or as a non-employee,
by ceasing to provide services to the Company, pursuant to the circumstances set
forth in Section 7(c) of the Plan, the Options shall remain exercisable until
120 days after the date of such termination.

7. NONTRANSFERABILITY. This Option may not be assigned or transferred
except by will or by the laws of descent and distribution, and may be exercised
only by Optionee during his lifetime and after his death, by his representative
or by the person entitled thereto under his will or the laws of intestate
succession.

8. OPTIONEE NOT A SHAREHOLDER. Optionee shall have no rights as a
shareholder with respect to the Common Stock of the Company covered by the
Option until the date of issuance of a stock certificate or stock certificates
to him upon exercise of the Option. No adjustment will be made for dividends or
other rights for which the record date is prior to the date such stock
certificate or certificates are issued, except as provided in Section 9 of the
Plan.

9. NO RIGHT TO EMPLOYMENT. Nothing in this Option shall confer upon the
Optionee any right to continue in the employ of the Company or to continue to
perform services for the Company or any Parent or Subsidiary, or shall interfere
with or restrict in any way the rights of the Company to discharge or terminate
any officer, director, employee, independent contractor or consultant at any
time for any reason whatsoever, with or without good cause.

10. MODIFICATION AND TERMINATION. The rights of Optionee are subject to
modification and termination in certain events, as provided in Sections 7,8 and
9 of the Plan.

11. RESTRICTIONS ON SALE OF SHARES. Optionee represents and agrees that,
upon his exercise of the Option in whole or part, unless there is in effect at
that time under the Securities Act of 1933 a registration statement relating to
the shares issued to him, he will acquire the shares issuable upon exercise of
this Option for the purpose of investment and not with a view to their resale or
further distribution, and that upon each exercise thereof he will furnish to the
Company a written statement to such effect, satisfactory to the Company in form
and substance. Optionee agrees that any certificates issued upon exercise of
this Option may bear a legend indicating that their transferability is
restricted in accordance with applicable state or federal securities law. Any
person or persons entitled to exercise this Option under the provisions of
Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under
circumstances in which Optionee would be required to furnish such a written
statement, also furnish to the Company a written statement to the same effect,
satisfactory to the Company in form and substance.

<PAGE>

12. PLAN GOVERNS. This Agreement and the Option evidenced hereby are made
and granted pursuant to the Plan and are in all respects limited by and subject
to the express terms and provisions of the Plan, as it may be construed by the
Plan Committee. It is intended that this option shall qualify as an incentive
stock option as defined by Section 422 of the Code, and this Agreement shall be
construed in a manner which will enable this Option to be so qualified.
Optionee hereby acknowledges receipt of a copy of the Plan.

13. NOTICES. All notices to the Company shall be addressed to the
Chairman of the Plan Committee of the Board of Directors of the Company at the
principal office of the Company at 5901 West Olympic Boulevard, Suite 109, Los
Angeles, California 90036, and all notices to Optionee shall be addressed to
Optionee at the address of Optionee on file with the Company or its
Subsidiaries, or to such other address as either may designate to the other in
writing. A notice shall be deemed to be duly given if and when enclosed in a
properly addressed sealed envelope deposited, postage prepaid, with the United
States Postal Service. In lieu of giving notice by mail as aforesaid, written
notices under this Agreement may be given by personal delivery to Optionee or to
the Chairman of the Plan Committee or the Board of Directors of the Company (as
the case may be).

14. SALE OR OTHER DISPOSITION. Optionee understands that, under current
law, beneficial tax treatment resulting from the exercise of this Option will be
available only if certain requirements of the Code are satisfied, including
without limitation, the requirement that no disposition of Shares acquired
pursuant to exercise of this Option be made within two years from the grant date
or within one year after the transfer of Shares to him or her. If Optionee at
any time contemplates the disposition (whether by sale, gift, exchange or other
form of transfer) of any such Shares, he or she will first notify the Company in
writing of such proposed disposition and cooperate with the Company in complying
with all applicable requirements of law, which, in the judgment of the Company,
must be satisfied prior to such disposition. In addition to the foregoing,
Optionee hereby agrees that if Optionee disposes (whether by sale, exchange,
gift or otherwise) of any Shares acquired by exercise of this Option within two
years of the grant or within one year after the transfer of such Shares to
Optionee upon exercise of this Option, then Optionee shall notify the Company of
such disposition in writing within 30 days from the date of such disposition.
Such written notice shall state the date of such disposition, and the type and
amount of the consideration received for such Share or Shares by Optionee in
connection therewith. In the event of any such disposition, the Company shall
have the right to require Optionee to pay the Company immediately the amount of
taxes (if any) which the Company is required to withhold under federal and/or
state law as a result of

<PAGE>

the granting or exercise of the Option and the disposition of the Shares.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.

NATIONAL QUALITY CARE, INC.
("Company")

By: /s/ Victor Gura, M.D.
----------------------------
Victor Gura, M.D.,President

Social Security Number: Optionee

/s/ Ron Berkowitz
- ---------------------- -------------------------------
Ron Berkowitz

Address:

437 Terraine Avenue
Long Beach, California 90814

<PAGE>

EXHIBIT 4.6

<PAGE>

NATIONAL QUALITY CARE, INC.
NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT is made as of December 10, 1996 by and between National
Quality Care, Inc., a Delaware corporation (the "Company"), and Michael Markow
("Optionee").

R E C I T A L

Pursuant to the Company's 1996 Stock Option Plan (the "Plan"), the Board of
Directors of the Company (the "Board of Directors") has authorized the granting
to Optionee, for services previously rendered by Optionee as a consultant to the
Company, of a non-qualified stock option to purchase the number of shares of
Common Stock of the Company specified in Paragraph 1 hereof, at the price
specified therein, such option to be for the term and upon the terms and
conditions hereinafter stated.

A G R E E M E N T

NOW, THEREFORE, in consideration of the premises and of the undertakings of
the parties hereto contained herein, it is hereby agreed:

1. NUMBER OF SHARES; OPTION PRICE. Pursuant to said action of the Board
of Directors, the Company hereby grants to Optionee, subject to the terms and
conditions of the Plan, in consideration of consulting services performed for
the benefit of the Company, during the period from July 1, 1996 to December 31,
1996, related to the location of strategic business partners for the Company and
the expansion of the dialysis facilities for the Company's business operations,
the option ("Option") to purchase up to 70,000 shares ("Option Shares") of
Common Stock of the Company, at the exercise price of $0.25 per share.

2. TERM. This Option shall expire two (2) years from the date first
written above.

3. SHARES SUBJECT TO EXERCISE. The 70,000 Options shall vest and be
exercisable immediately, and shall thereafter remain subject to exercise for the
term specified in Paragraph 2 hereof.

<PAGE>

4. METHOD AND TIME OF EXERCISE. The Option may be exercised by written
notice delivered to the Company stating the number of shares with respect to
which the Option is being exercised, together with a check made payable to the
Company in the amount of the purchase price of such shares plus the amount of
applicable federal, state and local withholding taxes, and the written statement
provided for in Paragraph 10 hereof, if required by such Paragraph 10; PROVIDED,
HOWEVER, with respect to the 70,000 Options set forth in paragraph 1 hereof,
Optionee shall be entitled to pay the exercise price against cancellation in
full of certain indebtedness in the amount of $17,500 owing by the Company to
Optionee for services previously rendered by Optionee as a consultant to the
Company during the period from July 1, 1996 to December 31, 1996, which amount
shall only be payable to Optionee by the exercise of such Options. Not less
than 100 shares may be purchased at any one time unless the number purchased is
the total number purchasable under such Option at the time. Only whole shares
may be purchased.

5. TAX WITHHOLDING. As a condition to exercise of this Option, the
Company may require the Optionee to pay over to the Company all applicable
federal, state and local taxes which the Company is required to withhold with
respect to the exercise of this Option. At the discretion of the Company and
upon the request of the Optionee, the minimum statutory withholding tax
requirements may be satisfied by the withholding of shares of Common Stock
otherwise issuable to the Optionee upon the exercise of this Option.

6. EXERCISE ON TERMINATION OF EMPLOYMENT. Notwithstanding anything to
the contrary in the Plan, this Option shall not terminate as a result of the
termination of Optionee's services as a consultant to the Company.

7. NONTRANSFERABILITY. This Option may not be assigned or transferred
except, if applicable, by will or by the laws of descent and distribution, and
may be exercised only by Optionee during Optionee's lifetime and after
Optionee's death, by Optionee's representative or by the person entitled thereto
under Optionee's will or the laws of intestate succession.

<PAGE>

9. NO RIGHT TO PERFORM SERVICES. Nothing in this Option shall confer
upon the Optionee any right to perform services for the Company, or shall
interfere with or restrict in any way the rights of the Company to discharge or
terminate Optionee as an independent contractor or consultant at any time for
any reason whatsoever, with or without good cause.

10. MODIFICATION AND TERMINATION. The rights of Optionee are subject to
modification and termination in certain events as provided in Sections 7,9 and
10 of the Plan.

11. PLAN GOVERNS. This Agreement and the Option evidenced hereby are made
and granted pursuant to the Plan and are in all respects limited by and subject
to the express terms and provisions of the Plan, as it may be construed by the
Board of Directors. Optionee hereby acknowledges receipt of a copy of the Plan.

12. RESTRICTIONS ON SALE OF SHARES. Optionee represents and agrees that,
upon Optionee's exercise of the Option in whole or part, unless there is in
effect at that time under the Securities Act of 1933 a registration statement
relating to the shares issued to him, he will acquire the shares issuable upon
exercise of this Option for the purpose of investment and not with a view to
their resale or further distribution, and that upon each exercise thereof
Optionee will furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. Optionee agrees that any
certificates issued upon exercise of this Option may bear a legend indicating
that their transferability is restricted in accordance with applicable state or
federal securities law. Any person or persons entitled to exercise this Option
under the provisions of Paragraphs 5 and 6 hereof shall, upon each exercise of
the Option under circumstances in which Optionee would be required to furnish
such a written statement, also furnish to the Company a written statement to the
same effect, satisfactory to the Company in form and substance.

13. REGISTRATION. On or before thirty days after the date of this
Agreement, the Company shall, at the Company's expense, use its best efforts to
file with the Securities and Exchange Commission ("SEC"), a registration
statement ("Registration Statement") on Form S-8 or other comparable form, in
such form as to comply with applicable federal and state laws for the purpose
of registering or qualifying the Option Shares for resale by Optionee, and
prepare and file with the appropriate state securities regulatory authorities
the documents reasonably necessary to register or qualify such securities,
subject to the ability of the Company to register or qualify such securities
under applicable state laws.

<PAGE>

14. NOTICES. All notices to the Company shall be addressed to the Company
at the principal office of the Company at 5901 West Olympic Boulevard, Suite
109, Los Angeles, California 90036, Telecopier No. (213) 933-8836, and all
notices to Optionee shall be addressed to Optionee at the address and telecopier
number of Optionee on file with the Company, or to such other address and
telecopier number as either may designate to the other in writing. A notice
shall be deemed to be duly given if and when enclosed in a properly addressed
sealed envelope deposited, postage prepaid, with the United States Postal
Service and followed by telecopier to the addressee. In lieu of giving notice
by mail as aforesaid, written notices under this Agreement may be given by
personal delivery to Optionee or to the Company (as the case may be).

15. [RESERVED]

16. ADJUSTMENTS. If there is any change in the capitalization of the
Company affecting in any manner the number or kind of outstanding shares of
Common Stock of the Company, whether by stock dividend, stock split,
reclassification or recapitalization of such stock, or because the Company has
merged or consolidated with one or more other corporations (and provided the
Option does not thereby terminate pursuant to Section 2 hereof), then the number
and kind of shares then subject to the Option and the price to be paid therefor
shall be appropriately adjusted by the Board of Directors; PROVIDED, HOWEVER,
that in no event shall any such adjustment result in the Company's being
required to sell or issue any fractional shares. Any such adjustment shall be
made without change in the aggregate purchase price applicable to the
unexercised portion of the Option, but with an appropriate adjustment to the
price of each Share or other unit of security covered by this Option.

17. CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision
of this Option, upon the dissolution or liquidation of the Company, the
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or the sale of substantially all the assets of the Company or of more than 50%
of the then outstanding stock of the Company to another corporation or other
entity, the Option granted hereunder shall terminate; provided, however, that:
(i) each Option for which no option has been tendered by the surviving
corporation in accordance with all of the terms of provision (ii) immediately
below shall, within five days before the effective date of such dissolution or
liquidation, merger or consolidation or sale of assets in which the Company is
not the surviving corporation or sale of stock, become fully exercisable; or
(ii) in its sole and absolute discretion, the surviving corporation may, but
shall not be so obligated to, tender to any Optionee, an option to purchase
shares of the surviving corporation, and such new option or options shall
contain such

<PAGE>

terms and provisions as shall be required substantially to preserve the rights
and benefits of this Option.

18. INVALID PROVISIONS. In the event that any provision of this Agreement
is found to be invalid or otherwise unenforceable under any applicable law, such
invalidity or unenforceability shall not be construed as rendering any other
provisions contained herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the
invalid or unenforceable provision were not contained herein.

19. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

20. COUNTERPARTS. This Agreement may be executed in counterparts, all of
which shall be considered one and the same agreement, and shall become effective
when one or more counterparts have been signed by each of the parties hereto and
delivered to the other.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.

NATIONAL QUALITY CARE, INC.

("Company")

By: /s/ Victor Gura, M.D.
----------------------------
Victor Gura, M.D.,
Chief Executive Officer

Social Security Number
or Employer Identification
Number: ("Optionee")

###-##-#### By: /s/ Michael Markow
- --------------------------- ----------------------------
Michael Markow

Address:

Michael Markow
c/o Worldwide Corporate Finance
15760 Ventura Boulevard
Suite 1020
Encino, California 91436
Telecopier No. (818) 783-1120

<PAGE>

EXHIBIT 24.2

<PAGE>

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated April 8, 1997, accompanying the financial
statements included in the Annual Report of National Quality Care, Inc. on Form
10-KSB for the year ended December 31, 1996. We hereby consent to the
incorporation by reference of said report in the Registration Statement of
National Quality Care, Inc. on Form S-8 (File no. 333-06175).

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
April 28, 1997