<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[xx] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended September 30, 1996
                               ------------------
                                       or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                 to               
                               ---------------    --------------

Commission File Number:            33-14042-NY
                        -----------------------------------

                  NeuroCorp. (formerly Tamarac Ventures, Ltd.)
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Nevada                                            87-0446395
--------------------------------                  -----------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                         Identification No.)

150 White Plains Road, Tarrytown, New York                            10591
-------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

                                 (914) 631-3315
-------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


-------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
                                                               Yes [xx]  No [  ]
           APPLICABLE ONLY TO CORPORATE ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
                                                               Yes [  ]  No [  ]
                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:  7,173,807 Shares as of September 30,
1996.

<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS




PART 1 - FINANCIAL INFORMATION:

     ITEM 1 -  FINANCIAL STATEMENTS
                                                                       Page
                                                                      number
                                                                      ------
               Consolidated balance sheets (Unaudited) at
               September 30, 1996 and December 31, 1995                F-1

               Consolidated statements of operations (Unaudited)
               for the three months ended September 30, 1996 and 1995  F-2

               Consolidated statements of operations (Unaudited)
               for the nine months ended September 30, 1996 and 1995   F-3

               Consolidated statements of stockholders' equity
               (Unaudited) for the nine months ended September 30,
               1996                                                    F-4

               Consolidated statements of cash flows (Unaudited)
               for the nine months ended September 30, 1996 and 1995   F-5

               Notes to consolidated financial statements           F-6 - F-18

     ITEM 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS                  F-19 - F-26

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                     (Unaudited)
                                                                                    September 30,   December 31,
                                                                                         1996           1995
                                                                                    -------------   ------------
                                         ASSETS
<S>                                                                                 <C>             <C>
Current assets:
     Cash                                                                           $   118,490     $  140,519
     Accounts receivable, net of allowance for
     doubtful accounts of $57,556 and $39,920, respectively                           1,187,659        716,650
     Inventory                                                                           34,883         29,985
     Due from affiliates                                                                 99,650         88,943
     Prepaid expenses and taxes                                                          34,028         53,314
     Deferred financing cost                                                             86,848            -
     Costs in excess of billings on uncompleted contracts                                 1,757         28,833
                                                                                    -----------     ----------
          Total current assets                                                        1,563,315      1,058,244
                                                                                    -----------     ----------

Equipment and fixtures, net                                                              86,970         81,066
                                                                                    -----------     ----------
Other assets:
     Database development costs, net                                                  1,285,028      1,312,346
     Computer system product development costs, net                                     709,913        744,536
     Other                                                                              136,220        133,220
                                                                                    -----------     ----------
          Total other assets                                                          2,131,161      2,190,102
                                                                                    -----------     ----------

Total assets                                                                        $ 3,781,446     $3,329,412
                                                                                    -----------     ----------
                                                                                    -----------     ----------

                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Demand note - line of credit                                                   $         -     $   50,000
     Accounts payable                                                                   207,315        152,465
     Accrued expenses                                                                   198,969        182,310
     Stockholder notes and loans payable                                                858,861        380,381
     Income taxes payable                                                                 1,296          8,293
     Current portion of long-term debt                                                   55,840         90,227
     Billings in excess of contract revenues
     on uncompleted contracts                                                           174,373        201,333
                                                                                    -----------     ----------
          Total current liabilities                                                   1,496,654      1,065,009
                                                                                    -----------     ----------

Long-term liabilities:
     Long-term debt                                                                      18,053         37,734
     Deferred income taxes                                                              309,000        309,000
                                                                                    -----------     ----------
          Total liabilities                                                           1,823,707      1,411,743
                                                                                    -----------     ----------

Commitments and contingencies (Note 5)                                                        -              -

Stockholders' equity:
     Preferred stock authorized 5,000,000 shares issued, as follows:
     Cumulative Preferred stock, class B, series 1, no par value, issued and
     outstanding 150,000 shares, full liquidation value of $150,000                     150,000        150,000
     Convertible Preferred stock, class B, series 2, no par value, issued and
     outstanding 250,000 shares, full liquidation value $250,000                        250,000        250,000
     Common stock, $.001 par value, 100,000,000 shares authorized
     7,173,807 and 6,107,141 issued and outstanding, respectively                        46,374         45,307
     Less: discount on common stock                                                     (28,500)       (28,500)
     Additional paid-in capital                                                       1,245,919        738,699
     Contributed capital                                                                100,000        100,000
     Retained earnings                                                                  193,946        662,163
                                                                                    -----------     ----------
          Total stockholders' equity                                                  1,957,739      1,917,669
                                                                                    -----------     ----------
Total liabilities and stockholders' equity                                          $ 3,781,446     $3,329,412
                                                                                    -----------     ----------
                                                                                    -----------     ----------
</TABLE>


    See accompanying notes to consolidated financial statements (Unaudited).

                                       F-1

<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)

                                                      1996          1995
                                                  ----------     ----------

Net sales                                         $  194,593     $  396,759

Cost of sales, including amortization expense
    of $45,300 and $46,110, respectively             143,939        185,187
                                                  ----------     ----------
Gross profit                                          50,654        211,572

Expenses:
  General and administrative expenses                289,753        245,632
  Research and development                            26,051         61,872
                                                  ----------     ----------

Loss from operations                                (265,150)       (95,932)

Other income (expense):
  Interest income                                      2,587          3,224
  Interest expense                                   (45,282)        (4,083)
                                                  ----------     ----------

Loss before provision (credit) for income taxes     (307,845)       (96,791)

Provision (credit) for income taxes                        -        (16,684)
                                                  ----------     ----------

Net loss                                          $ (307,845)    $  (80,107)
                                                  ----------     ----------
                                                  ----------     ----------

Net loss applicable to common shares              $ (311,595)    $   80,107)
                                                  ----------     ----------
                                                  ----------     ----------

Loss per common equivalent share:
 Primary:
  Loss before provision for taxes                 $     (.04)    $     (.01)
  Provision (credit) for income taxes                      -           (Nil)
                                                  ----------     ----------
  Net income (loss)                               $     (.04)    $     (.01)
                                                  ----------     ----------
                                                  ----------     ----------

Net loss applicable to common shares              $     (.04)    $     (.01)
                                                  ----------     ----------
                                                  ----------     ----------

Weighted average number of shares outstanding      7,173,807      5,457,143
                                                  ----------     ----------
                                                  ----------     ----------

    See accompanying notes to consolidated financial statements (Unaudited).

                                       F-2

<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)

                                                     1996           1995
                                                  ----------   ------------

Net sales                                         $  985,715   $  1,185,637

Cost of sales, including amortization expense
    of $135,900 and $136,131, respectively           488,633        393,178
                                                  ----------   ------------

Gross profit                                         497,082        792,459

Expenses:
  General and administrative expenses                811,403        728,649
  Research and development                            71,235        136,134
                                                  ----------   ------------

Loss from operations                                (385,556)       (72,324)

Other income (expense):
     Gain on disposal of vehicle                           -         31,280
     Interest income                                   8,527         11,037
     Interest expense                                (79,938)       (12,257)
                                                  ----------   ------------

Loss before provision for income taxes              (456,967)       (42,264)

Provision for income taxes                                 -         25,720
                                                  ----------   ------------

Net loss                                          $ (456,967)  $    (67,984)
                                                  ----------   ------------
                                                  ----------   ------------

Net loss applicable to common shares              $ (468,217)  $    (67,984)
                                                  ----------   ------------
                                                  ----------   ------------

Loss per common equivalent share:
 Primary:
     Loss before provision for taxes                 $  (.07)       $  (.01)
     Provision for income taxes                            -            Nil
                                                  ----------   ------------
     Net loss                                        $  (.07)       $  (.01)
                                                  ----------   ------------
                                                  ----------   ------------

Net loss applicable to common shares                 $  (.07)       $  (.01)
                                                  ----------   ------------
                                                  ----------   ------------

Weighted average number of shares outstanding      6,924,548      5,434,920
                                                  ----------   ------------
                                                  ----------   ------------

    See accompanying notes to consolidated financial statements (Unaudited).


                                       F-3

<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                                        Total
                            Preferred Stock      Class B                             Additional  Contri-                Stock-
                              Series 1           Series 2           Common Stock      Paid-in    buted     Retained     holders'
                           Shares   Amount    Shares    Amount    Shares    Amount    Capital    Capital   Earnings     Equity
                           -------  --------  -------  --------  ---------  ------- -----------  --------  --------   ----------
<S>                        <C>      <C>       <C>      <C>       <C>        <C>     <C>          <C>       <C>        <C>
Balance at
 December 31, 1995         150,000  $150,000  250,000  $250,000  6,107,141  $16,807 $   738,699  $100,000  $662,163   $1,917,669

Sale of common stock             -         -        -         -  1,000,000    1,000     399,000         -                400,000

Cost associated with the
registration for selling
shareholders and 
warrantholders                   -         -        -         -          -        -     (25,046)        -                (25,046)

Issuance of 66,666 shares
of common stock in lieu 
of deferred financing 
cost for a loan                  -         -        -         -     66,666       67     133,266         -                133,333

Accrued preferred stock
 dividend                        -         -        -         -          -        -           -         -   (11,250)     (11,250)

Net loss for the nine 
 months ended 
 September 30, 1996              -         -        -         -          -        -           -         -  (456,967)    (456,967)
                           -------  --------  -------  --------  ---------  -------  ----------  --------  --------   ----------
Balance at 
 September 30, 1996        150,000  $150,000  250,000  $250,000  7,173,807  $17,874  $1,245,919  $100,000  $193,946   $1,957,739
                           -------  --------  -------  --------  ---------  -------  ----------  --------  --------   ----------
                           -------  --------  -------  --------  ---------  -------  ----------  --------  --------   ----------
</TABLE>



    See accompanying notes to consolidated financial statements (Unaudited).

                                       F-4

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                          1996               1995
                                                                      ----------          ----------

<S>                                                                   <C>                 <C>
Cash flows for operating activities:
     Loss from operations                                             $ (456,967)         $  (67,984)
  Adjustments to reconcile net (loss) to net cash
     provided by (used for) operating activities:
     Depreciation and amortization                                       160,311             171,327
     Amortization of deferred financing costs                             46,485                 -
     Deferred income taxes                                                   -                40,000
     Gain on disposal of vehicle                                             -               (31,280)
     Reclassification of net equipment to operations                         -                 9,193
  Changes in operating assets and liabilities:
     Accounts receivable                                                (471,009)           (180,158)
     Due from affiliates                                                 (10,707)            (35,907)
     Inventory                                                            (4,898)             (8,613)
     Prepaid expenses and taxes                                           19,286               1,725
     Cost in excess of billings on uncompleted contracts                  27,076             103,278
     Accounts payable                                                     54,850              66,689
     Accrued expenses                                                      5,409             169,178
     Income taxes payable                                                 (6,997)            (34,383)
     Billings in excess of contract revenues on uncompleted contracts    (26,960)           (443,013)
                                                                      ----------          ----------
Net cash flows used for operating activities                            (664,121)           (239,948)
                                                                      ----------          ----------

Cash flows from investing activities:
     Purchase of equipment and fixtures                                  (28,365)            (13,695)
     Database development costs capitalized                              (71,682)           (198,157)
     Patent cost capitalized                                              (2,150)                -
     Computer system development costs capitalized                        (2,277)           (146,235)
     Proceeds from insurance on vehicle                                      -                34,271
                                                                      ----------          ----------

Net cash flows used for investing activities                            (104,474)           (323,816)
                                                                      ----------          ----------

Cash flows from financing activities:
     Employee loans and advances                                          (2,800)                -
      (Repayments to) proceeds from demand note - line of credit         (50,000)             50,000
     Repayment of stockholders loans                                     (96,520)                -
     Proceed from stockholders loans                                     575,000             140,225
     Principal payments on long-term debt                                (54,068)            (54,618)
     Offering costs incurred                                             (25,046)                -
     Proceeds from sale of common stock                                  400,000             100,000
                                                                      ----------          ----------

Net cash flows provided by financing activities                          746,566             235,607
                                                                      ----------          ----------

Net decrease in cash                                                     (22,029)           (328,157)

Cash at beginning of period                                              140,519             336,505
                                                                      ----------          ----------

Cash at end of period                                                 $  118,490          $    8,348
                                                                      ----------          ----------
                                                                      ----------          ----------

Supplemental disclosures of cash flow information:
     Cash paid during the year for:
          Interest                                                    $   11,691          $    9,336
                                                                      ----------          ----------
                                                                      ----------          ----------
          Income taxes                                                $    8,526          $    4,353
                                                                      ----------          ----------
                                                                      ----------          ----------

Schedule of non-cash investing and financing activities:
     Issuance of restricted 66,666 shares of common stock
     for deferred financing cost associated with a loan               $  133,333          $      -
                                                                      ----------          ----------
                                                                      ----------          ----------
Accrued dividends on Series 1 Preferred Stock                          $  11,250          $      -
                                                                      ----------          ----------
                                                                      ----------          ----------
</TABLE>


     See accompanying notes to consolidated financial statements (Unaudited).

                                       F-5

<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                  NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)

NOTE 1 -  GENERAL

          NeuroCorp, Ltd. (the "Company") was incorporated in the State of
          Nevada on March 18, 1987.  On November 23, 1994 the Company entered
          into an agreement and a plan of reorganization with HZI Research
          Center, Inc. ("HZI") to exchange 100% of HZI's outstanding common
          stock for 4,600,000 post-split $.001 par value common shares of the
          Company.  Simultaneously, the Company effectuated a 1 for 50 reverse
          stock split thereby reducing its outstanding common shares from
          40,000,000 to 800,000.  The financial statements give effect to the
          reverse stock split.  This transaction has been accounted for as a
          reverse acquisition of HZI, whereby its assets and liabilities have
          been recorded at their historical costs.  Prior to this transaction
          the Company had no significant assets, liabilities or operations.
          Accordingly, the financial statements at September 30, 1996 and
          December 31, 1995 represent the assets and liabilities of HZI and it's
          affiliates and the results of their operations and cash flows for the
          nine months ended September 30, 1996 and 1995.  All costs incurred in
          connection with the reverse acquisition have been charged to
          additional paid-in capital at the completion of the transaction.  On
          the closing date, the Company's Board of Directors were replaced by
          directors designated by HZI and the Company changed its name from
          Tamarac Ventures, Ltd. to NeuroCorp, Ltd.

          The Company, through its wholly-owned subsidiary, HZI, is primarily
          involved in three inter-related businesses all of which involve the
          interaction or utilization of the Company's proprietary software,
          databases and medical devices for the diagnosis and treatment of
          brain-related disorders.  The three businesses are as follows: (i)
          performing long-term contract services for medical research for major
          domestic and international pharmaceutical firms (ii) designing and
          producing proprietary neuropsychiatric diagnostic testing equipment,
          which currently is their Brain Function Monitoring (BFM) system (iii)
          providing interactive diagnostic testing services and analysis to
          physicians and hospitals via the telephone, this service is known as
          TeleMap.

          In January 1996, the Company created a new wholly-owned subsidiary
          Memory Centers of America, Inc. ("MCA").  MCA will provide therapeutic
          services to people who suffer from memory impairment.  MCA began
          operation's at the end of the second quarter of 1996.

          The Company conducts its operations in Tarrytown, New York.  The
          Company's revenues consist of a concentration of significant long-term
          contracts, thus leading to a limited number of customers comprising a
          significant percentage of revenues.

          The unaudited interim financial statements for the nine months ended
          September 30, 1996 and 1995 included herein have been prepared by the
          Company, without audit, pursuant to the rules and regulations of the
          Securities and Exchange Commission and, in the opinion of the Company,
          reflect all adjustments (consisting only of normal recurring
          adjustments) and disclosures which are necessary for a fair
          presentation.  The results of operations for the three and nine months
          ended are not necessarily indicative of the results for the full year.
          For further information, refer to the Company's audited financial
          statements and footnotes thereto at December 31, 1995, included in
          Form 10-KSB filed with the Securities and Exchange Commission.

                                       F-6

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                  NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)


NOTE 2 -  DEMAND NOTE - LINE OF CREDIT

          The $50,000 balance outstanding at December 31, 1995 represents
          borrowings by HZI under a $100,000 secured line of credit agreement
          with a bank.  The agreement entered into on April 26, 1995 requires
          HZI to pay interest monthly at one percent (1%) above the prime rate
          and said principal balance is due on demand.  The demand note is
          secured by equipment, receivables and general intangibles.  The
          outstanding balance was repaid in full during March 1996.

NOTE 3 -  LONG-TERM DEBT

          Long-term debt consists of the following at:
                                                    September 30, December 31,
                                                        1996          1995
                                                    ------------- ------------
          Note payable due in thirty-six (36) 
          monthly installments of $6,175 including 
          interest at prime plus 1% per annum due 
          April 1997.  The note is collateralized 
          by equipment, receivables and general 
          intangible assets and has been personally 
          guaranteed by certain officers.            $   48,636   $  97,715

          Note payable due in forty-eight (48) 
          monthly installments of $768 including 
          interest at 9.5% per annum due 
          November 1999.  The note is collateralized 
          by a Company vehicle.                          25,257      30,246
                                                    ------------- ------------

                                                         73,893     127,961

          Less: current portion                          55,840      90,227
                                                    ------------- ------------

          Long-term portion                         $    18,053   $  37,734
                                                    ------------- ------------
                                                    ------------- ------------

          Long-term debt matures as follows:
                                                                  Year ended
                                                                  December 31,
                                                                      1995
                                                                 ------------
               1996                                              $   90,227
               1997                                                  21,587
               1998                                                   8,073
               1999                                                   8,074
                                                                 ------------
                                                                 $  127,961
                                                                 ------------
                                                                 ------------

                                       F-7

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                  NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)

NOTE 4 -  STOCKHOLDERS' EQUITY

     a)   AMENDMENT TO CERTIFICATE OF INCORPORATION

          In connection with the reverse acquisition of HZI (See Note 4g), on
          November 23, 1994, the Company amended its Certificate of
          Incorporation to change its name from Tamarac Ventures, Ltd. to
          NeuroCorp, Ltd.  Further, the Company reduced its authorized common
          stock from 200,000,000 shares to 100,000,000 shares and authorized
          5,000,000 shares of preferred stock of which 400,000 of the 5,000,000
          shares of the preferred stock has been deemed to be Class B, Series 1
          and Series 2.  Accordingly, the financial statements give effect to
          these items.

     b)   DISCOUNT ON COMMON STOCK

          On April 30, 1987, 600,000 shares of common stock, par value $.001,
          were issued at $.00005 per share for total consideration of $1,500, or
          a discount of $28,500.  According to Nevada counsel, the laws of the
          State of Nevada provide for a discount on original issue capital stock
          whether or not that stock carries a par value so long as the action is
          ratified by the Board of Directors and is otherwise in compliance with
          applicable laws.  These shares are deemed to be fully paid and non-
          assessable, even though issued below par.

     c)   INITIAL PUBLIC OFFERING

          On September 28, 1987, the Company completed its public offering of
          80,000 units at $.05 per unit resulting in net proceeds of $178,509.
          Each unit consisted of one (1) share of common stock, $.001 par, and
          one (1) common stock purchase warrant.  The warrants expired
          unexercised thirty-six months after the effective date of the
          offering.

     d)   OPTIONS TO OFFICERS

          In 1985 and 1991, four (4) employees of HZI were granted an option to
          buy a total of twenty (20) shares or then ten (10)% of the stock of
          HZI at a price of $10 per share.  Such options were available to the
          respective individuals as long as they remained employees of HZI.

          In November 1992, all four (4) employees exercised their option to buy
          HZI's common stock.  These new shareholders simultaneously transferred
          their shares to the voting trust, per Note 4e below.

                                       F-8

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                  NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)


NOTE 4 -  STOCKHOLDERS' EQUITY (Cont'd)

     e)   VOTING TRUST AGREEMENT

          In January 1992, the shareholders of HZI entered into an agreement
          whereby all shares of HZI were transferred into a voting trust.  The
          trust was created for the purpose of granting the trustee the
          exclusive right to vote upon the shares contained in the trust.  The
          trust has a life of twenty (20) years and for the first ten (10) years
          the Company's current chairman is the trustee.  Thereafter, HZI's
          president who is the son of the Company's chairman becomes the
          trustee.  The trustee has the exclusive right to vote all such shares
          subject to any limitations in the HZI Certificate of Incorporation.
          Commencing with the reverse acquisition as discussed in Note 4g, the
          original members of the voting trust transferred their newly issued
          shares in the Company to the voting trust.

     f)   ISSUANCE OF WARRANTS

          As part of the acquisition, the Board of Directors of the Company have
          authorized the issuance of Class B and Class C Warrants to all
          stockholders of the Company who were stockholders of record as of
          November 1, 1994.  The Warrants were distributed on a 1 Warrant for 1
          share of common stock basis (post reverse stock split) and comprised
          in the aggregate 800,000 Class B and 800,000 Class C Warrants, each of
          which is exercisable into one share of Common Stock of the Company.
          The Class B Warrants are exercisable at $2.25 per share and the Class
          C Warrants are exercisable at $2.75 per share, and expire on 
          September 30, 1996.  The shares of Common Stock underlying the 
          Warrants must be registered with the Securities and Exchange 
          Commission (SEC) prior to the Warrants becoming exercisable.  The 
          Company may, at its sole discretion, undertake to file a registration 
          statement with the Securities and Exchange Commission wherein the 
          Company will register the Warrants and the shares of Common Stock 
          underlying the Warrants. However, until such time as said registration
          statement is filed and becomes effective, the Warrants will not be 
          exercisable.  The number of shares underlying the Warrants, and the 
          exercise price of the Warrants, may be adjusted downward or upward at 
          any time by the Company's Board of Directors.  Further, the Warrants 
          are redeemable by the Company at any time upon thirty days written 
          notice, at a price of $.001 per Warrant.

          In January 1996, the Company's Board of Directors reduced the exercise
          price of the Class B and Class C warrants from $2.25 to $1.00 per
          share and from $2.75 to $2.00 per share, respectively and the
          expiration dates were extended to June 30, 1997.  In February 1996,
          the Company filed with SEC to register these warrants.

                                       F-9

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                  NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)

NOTE 4 -  STOCKHOLDERS' EQUITY (Cont'd)

     g)   REVERSE ACQUISITION OF SUBSIDIARY

          On November 23, 1994, the Company entered into an agreement and a plan
          of reorganization with HZI to exchange 100% of HZI's outstanding
          common stock for 4,600,000 post-split $.001 par value common shares of
          the Company.  Such transaction superseded the Letter of Intent entered
          into between the parties on March 18, 1994.  Simultaneously, the
          Company effectuated a 1 for 50 reverse stock split thereby reducing
          its outstanding common shares from 40,000,000 to 800,000.  The
          financial statements have been restated to give effect to the reverse
          stock split.

          All costs incurred in connection with the acquisition have been
          charged to additional paid-in capital at the completion of the
          transaction.  On the closing date, the Company's Board of Directors
          were replaced by directors designated by HZI.

          Pursuant to the March 18, 1994 Letter of Intent, between the Company
          and HZI, the Company agreed, with the assistance of others, to arrange
          for certain financing for HZI within a specified time period.  On
          March 24, 1994, a bridge loan was made for $75,000 by Trinity American
          Corporation ("TAC") a stockholder of the Company, to HZI, pursuant to
          the agreement.  The financing that was to be arranged for HZI was not
          timely arranged, based upon the terms of the agreement HZI was not
          responsible for the repayment of the bridge loan.  This transaction
          has been recorded as a forgiveness of debt in the year ended 
          December 31, 1994.

          On November 23, 1994 TAC contributed $400,000 to the Company's capital
          account with no further issuance of common stock.  In December 1994,
          the Company and TAC reached an agreement whereby in consideration for
          the $400,000 paid on November 23, 1994 two classes of preferred stock
          were issued to TAC.  The first class of 150,000 shares of cumulative
          non-convertible preferred stock class B, series 1, no par value has a
          liquidation preference of $1 per share.  Dividends accrue on such
          stock commencing January 1, 1996 at a rate of 10% of the liquidation
          value and are payable semi-annually in cash or stock.  The number of
          shares of stock to be issued when dividends are paid in stock is based
          on the average closing bid price of the stock 30 consecutive days
          prior to the date the dividend becomes payable.  At September 30,
          1996, the Company has accrued a dividend of $11,250 related to this
          preferred stock based on a cash payment.  Further, the Company may
          redeem such shares at any time for $3 per share.

          The second class of 250,000 shares of convertible no par value
          preferred stock, class B series 2, can be converted into common stock
          and does not provide for dividend payments.  The conversion feature
          provides that between January 1, through June 30, 1996 that one (1)
          share of preferred stock can be converted into two (2) shares of
          common stock.  After June 30, 1996 the conversion feature is reduced
          to five (5) shares of preferred stock to one (1) share of common
          stock.  Further, the Company can at its option force a conversion of
          such stock if the closing bid price for the Company's common stock is
          at least 2 5/8 for thirty (30) consecutive trading days.  At 
          September 30, 1996, neither TAC nor the Company have exercised these 
          conversion features.

                                      F-10

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                  NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)

NOTE 4 -  STOCKHOLDERS' EQUITY (Cont'd)

     h)   STOCK OPTION PLAN TRANSACTIONS

          On November 23, 1994, the Company adopted an incentive stock option
          plan that will provide for the granting of options to purchase up to
          1,500,000 shares of the Company's common stock that are intended to
          qualify either as incentive stock options within the meaning of
          Section 422 of the Internal Revenue Code or a non-statutory stock
          option plan.  Options to purchase shares may be granted under the
          statutory stock option plan to persons who are employees or officers
          of the Company.  If the Company adopts a non-statutory stock option
          plan, options shall be granted to, employees, officers, non-employee
          directors, and consultants to the Company.

          The stock option plan provides for its administration by a committee
          chosen by the Board of Directors.  The committee shall have full
          discretionary authority to determine the number of shares to be
          granted, the grantees receiving the options, the exercise period, and
          the exercise price for which options will be granted.  In the case of
          statutory stock option plans, the committee's authority to establish
          the terms and conditions of such options, including, but not limited
          to their exercise price, shall be subject to restrictions imposed by
          Section 422 of the Internal Revenue Code.

          On September 19, 1995, the Company granted to its President and Vice
          Chairman a non-qualified stock option to purchase 250,000 shares of
          common stock at an exercised price of $.10 per share.  This option
          expires seven (7) years from the date of grant and the underlying
          common shares related to the stock option are restricted.  At the date
          of grant the Company recorded compensation expense of $50,000 based
          upon the fair value of the stock option at that date.

          In December 1995, the Company granted a consultant a non-qualified
          stock option to purchase 50,000 shares of common stock at $.01 per
          share.  The underlying common shares related to the stock option are
          restricted.  At the date of grant the Company recorded a consulting
          fee of $16,875 based upon the fair value of the stock option on that
          date.

     i)   SALE OF SHARES BY FORMER PRINCIPAL SHAREHOLDER

          Pursuant to a Stock Purchase Agreement dated October 25, 1994, the
          then principal shareholder and President of the Company agreed to sell
          556,000 of his post-split shares of the Company's common stock to TAC,
          for a purchase price of $40,000.  Such shares were transferred to TAC
          immediately upon the completion of the Company's acquisition of HZI.
          Further, TAC has the right to transfer a portion of the shares
          purchased to other nonaffiliated persons through a sale of all or a
          part of the shares to offshore investors pursuant to Regulation S of
          the Securities Act of 1933, as amended.

          TAC has the right, on one occasion, to demand that the Company file a
          registration statement, at TAC's expense, as to all of the shares of
          the Company's common stock held by TAC.

                                      F-11

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                  NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)

NOTE 4 -  STOCKHOLDERS' EQUITY (Cont'd)

     j)   SALE OF COMMON STOCK

          On April 14, 1995, March 2, 1996 and March 25, 1996, the Company sold
          57,143, 333,333 and 666,667 shares of common stock for $100,000,
          $133,333 and $266,667, respectively, to foreign investors utilizing
          Regulation "S" guidelines.  Said shares have not been registered under
          the Securities Act of 1933 (the "Act"), hence the shares cannot be
          sold, transferred, assigned or hypothecated unless they are either
          registered under the Act or sold pursuant to an applicable exemption
          from registration.

     k)   ISSUANCE OF COMMON STOCK AS CONSIDERATION FOR LOANS

          (i)  On July 19, September 14, October 12, 1995 and February 26, 1996,
               the Company and the Chairman of the Board entered into a letter
               agreement with TAC to borrow $100,000, $40,000, $60,000 and
               $75,000, respectively.  The $100,000 and $60,000 loans have an
               interest rate of 9% per annum, respectively, and were due in six
               months from the date of issuance including accrued interest,
               respectively.  The $40,000 and $75,000 loans have an interest
               rate of 10% and are due within 90 days and six months,
               respectively, from the date of issuance including accrued
               interest. TAC and the Company have agreed to extend the due dates
               of the above loans to June 30, 1997 or the date the Class B and C
               warrants are exercised in their entirety prior to June 30, 1997.
               As additional consideration for the $100,000 loan, the Company
               agreed to issue 49,998 shares of restricted common stock to TAC.
               The Company has recorded the additional consideration as interest
               expense, with a cost of $14,061, which is based upon fifty
               percent (50%) of the fair value of the common stock issued on
               July 19, 1995, the date of the agreement.  Further, the letter
               agreements give TAC the option to convert said loans into 550,000
               shares of common stock. The Company's Chairman has agreed to
               satisfy this conversion feature by contributing shares from his
               personal common stock holdings to the Company so other
               stockholders holdings will not dilute from this conversion.

               On February 5, 1996, the Company borrowed from TAC an additional
               $50,000 which is due on demand.  Said loan has an interest of 10%
               and was repaid during April, 1996.

               On September 13, 1996 the Company borrowed from TAC $50,000,
               which is payable from any future private placement proceeds.
               Said loan bears interest at 9.5% per annum.  Further the loan
               agreement gives TAC the option to convert each $4.00 of debt into
               one (1) unit.

               Each unit will consist of one (1) share of Common Stock of the
               Company and two (2) Stock Purchase Warrants.  Each Warrant is
               exercisable into one (1) share of Common Stock of the Company at
               $8.00 per share until August 31, 1997, thereafter $10.00 per
               share.  The Stock Purchase Warrants expire on August 31, 1998.


                                      F-12

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                  NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)

NOTE 4 -  STOCKHOLDERS' EQUITY (Cont'd)

     k)   ISSUANCE OF COMMON STOCK AS CONSIDERATION FOR LOANS (Cont'd)

          ii)  On May 24, 1996, the Company entered into an agreement with
               a shareholder to borrow $200,000.  The loan is non-interest
               bearing and is payable within one (1) year or is payable out
               of the first proceeds resulting from any exercise of
               outstanding Class B and Class C warrants (See Note 4f),
               whichever comes first.  As additional consideration the
               Company issued 66,666 shares of restrictive common stock.
               The Company has valued the common stock at $133,332 or fifty
               percent (50%) of the fair market value at the time of
               transaction. The Company recorded deferred financing cost
               and increased stockholders' equity by $133,332, respectively
               for this transaction.  The deferred financing cost is being
               amortized over one year, which is the maximum term of the
               loan, or will be charged to operations if paid prior to May 24, 
               1997.  See Note 6c.  Further, the Company has agreed to register 
               said shares.  See Note 4m.

     l)   SALE OF COMMON STOCK AND CAPITAL CONTRIBUTION

          In December 1995, the Company sold 1,000,000 post-split shares of .001
          par value common stock to four unrelated investors for $250,000.  As a
          condition of the sale the Company's Chairman agreed to contribute
          400,000 shares of the Company's common stock owned by him to the
          Company and to then have them cancelled by the Company.  The Company
          has accounted for this as a $100,000 contribution of capital based
          upon the fair value of the stock at the date of contribution.  The
          Company agreed to file a registration statement in February 1996 as
          one of the conditions of the sale, as described below.

     m)   REGISTRATION OF COMMON STOCK

          During February, 1996, the Company commenced registering common shares
          and warrants pursuant to certain registration rights, and other
          contractual obligations incurred by the Company in connection with the
          issuance of such common shares and warrants pursuant to the HZI
          acquisition agreement signed in November 1994 and the sale of common
          shares in December 1995.  The Company will not receive any of the
          proceeds from the sale of the common shares or warrants since all
          respective shares are being offered by the selling stockholders.  The
          Company has also agreed to pay $25,046 of cost related to the
          registration.

     n)   CHAIRMAN'S CAPITAL CONTRIBUTION

          As discussed in Note 5(c)(1) the Company's Chairman waived $146,347 of
          his base annual salary for the year ended December 31, 1995.  Said
          amount has been recorded as an administrative expense and as an
          increase to additional paid-in-capital for the year ended December 31,
          1995.

                                      F-13

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                  NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)

NOTE 5 -  COMMITMENTS AND CONTINGENCIES

     a)   OPERATING LEASES

          The Company leases its office facilities under a noncancellable
          operating lease expiring in 1998.  The lease contains a provision for
          additional rent which is equal to the Company's pro rated share of
          future real estate taxes.  In addition, the Company has a
          noncancellable operating lease for office equipment expiring in 1997.

          A schedule of future minimum rental payments at December 31, 1995 is
          as follows:

          Year ended December 31,
          -----------------------
          1996                                         $  110,490
          1997                                             92,557
          1998                                             77,868
                                                       ----------
                                                       $  280,915
                                                       ----------
                                                       ----------

          Rent expense under all operating leases for the nine months ended
          September 30, 1996 and 1995 was $91,811 and $117,537, respectively.

     b)   CONCENTRATION OF CREDIT RISK

          For the nine months ended September 30, 1996 and 1995, approximately
          62% and 44%, respectively, of net sales were derived from two and one
          unrelated customer, who are in the pharmaceutical industry.  As of
          September 30, 1996 and December 31, 1995, approximately 60% and 54% of
          accounts receivable is due from two unrelated customers.


     c)   EMPLOYMENT AGREEMENTS

          1)   On September 20, 1995, the Company's Chairman of the Board
               entered into an employment agreement providing for a base salary
               of $250,000 per year.  The agreement is for an initial term of 10
               years and is renewable on a month to month basis thereafter.  The
               agreement provides that on each anniversary date the Chairman's
               salary shall be increased in good faith subject to negotiations
               between the Chairman and the Company.  The Company has agreed to
               review the services rendered by the Chairman at least annually
               and, at the discretion of the Board of Directors award a cash
               bonus or make a contribution to a deferred compensation plan.
               Further, the agreement provides for a term life insurance policy
               amounting to $1,000,000 payable to the Chairman's designated
               beneficiary and also provides for a vehicle and driver funded by
               the Company.  For the nine months ended September 30, 1996, the
               Company's Chairman waived his right to receive the term life
               insurance as provided for in the employment agreement.

                                      F-14

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                  NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)


NOTE 5 -  COMMITMENTS AND CONTINGENCIES (cont')

          c)   EMPLOYMENT AGREEMENTS (Cont'd)

          1)   (Cont'd)

               For the year ended December 31, 1995 the Company's Chairman
               waived $146,347, of his base annual salary.  Said salary amount
               was recorded as an administrative expense and as an increase to
               additional paid-in-capital.  Additionally, the Company's Chairman
               waived his right to receive the term life insurance as provided
               for in the employment agreement for said year.

          2)   On December 7, 1994, the Company entered into an employment
               agreement with its Executive Vice President providing for a base
               salary of $100,000 per year.  The agreement expires on January 1,
               2000 and is renewable on a year to year basis thereafter.  The
               agreement provides that on January 1 of each year the Executive
               Vice President shall be entitled to a 10% salary increase and an
               annual bonus equal to at least fifty percent (50%) of his base
               salary subject to the Board of Directors approval.  If the
               employee is terminated within the contract period due to the
               change in control of the Company as defined in the Securities
               Exchange Act of 1934, under Sections 13(d) and 14(d), said
               Executive Vice President shall be entitled to a lump sum payment
               equal to five (5) time his gross annual compensation, in effect
               at date of termination.  Additionally, for the three year period
               after the date of termination, the Company is obligated to
               provide the employee with life and health insurance benefits
               substantially similar to those which the Executive Vice President
               was receiving prior to the date of termination.

     d)   CONSULTING AGREEMENT

          On July 1, 1995, the Company entered into a five (5) year consulting
          agreement with a Corporation controlled by the Company's President and
          Vice Chairman.  Said agreement provides for a fee of $75,000 per
          annum.

NOTE 6 -  RELATED PARTY TRANSACTIONS

     a)   REVENUES FROM AFFILIATES

          The Company charges NYI, as well as Manhattan Westchester Medical
          Services, P.C. ("Manhattan West") for the use of certain employees and
          office and laboratory space of the Company.  Manhattan West is also
          under the common control of the Company's Chairman.  Net revenues from
          these affiliates for the nine months ended September 30, 1996 and 1995
          amounted to $24,361 and $156,002, respectively.

          The above transactions between HZI and NYI have been eliminated in the
          consolidated financial statements.

                                      F-15

<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                  NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)


NOTE 6 -  RELATED PARTY TRANSACTIONS (Cont'd)

     b)   SERVICES PROVIDED BY AFFILIATES

          During 1994 HZI and Manhattan West entered into an arrangement whereby
          Manhattan West would provide medical consulting services to HZI's
          TeleMap business.  This arrangement was discontinued during 1995 and
          is now being performed by the Company's personnel.  Services provided
          by Manhattan West to HZI for the nine months ended September 30, 1995
          amounted to approximately $5,000.

     c)   STOCKHOLDER NOTES AND LOANS
                                                  September 30,  December 31,
                                                      1996          1995
                                                  -------------  ------------
          Non-interest bearing loans and payables
          (See i below)                             $  108,861    $  155,381

          Notes payable bearing an interest of
          7.5% to 10% (See ii below)                   550,000       225,000

          Non-interest bearing loan payable
          (See iii below)                              200,000            -
                                                  -------------  ------------

                                                    $  858,861    $  380,381
                                                  -------------  ------------
                                                  -------------  ------------

          i)   Stockholder notes and loans payable relates to advances made to
               HZI and NYI by its Chairman of the Board which are due on demand.

          ii)  On July 19, September 14, October 12, 1995 and February 26, 1996,
               the Company and the Chairman of the Board entered into a letter
               agreement with TAC to borrow $100,000, $40,000, $60,000 and
               $75,000, respectively.  The $100,000 and $60,000 loans have an
               interest rate of 9% per annum, respectively, and were due in six
               months from the date of issuance including accrued interest,
               respectively.  The $40,000 and $75,000 loans have an interest
               rate of 10% and are due within 90 days and six months,
               respectively, from the date of issuance including accrued
               interest. TAC and the Company have agreed to extend the due dates
               of the above loans to September 30, 1997 or the date the Class B
               and C warrants are exercised in their entirety prior to 
               September 30, 1997. As additional consideration for the $100,000 
               loan, the Company agreed to issue 49,998 shares of restricted 
               common stock to TAC.  The Company has recorded the additional 
               consideration as interest expense, with a cost of $14,061, which 
               is based upon fifty percent (50%) of the fair value of the common
               stock issued on July 19, 1995, the date of the agreement.  
               Further, the letter agreements give TAC the option to convert 
               said loans into 550,000 shares of common stock. The Company's 
               Chairman has agreed to satisfy this conversion feature by 
               contributing shares from his personal common stock holdings to 
               the Company so other stockholders holdings will not dilute from 
               this conversion.

                                      F-16

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                  NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)


NOTE 6 -  RELATED PARTY TRANSACTIONS (Cont'd)

          c)   STOCKHOLDER NOTES AND LOANS (Cont'd)

          ii)  (Cont'd)

               On February 5, 1996, the Company borrowed from TAC an additional
               $50,000 which is due on demand.  Said loan has an interest of 10%
               and was repaid during April, 1996.

               On November 16, 1995, the Company entered into a letter agreement
               with SRS  Partners, a partnership that is affiliated with TAC to
               borrow $25,000.  The loan bears interest at a rate of 9% and is
               due within six months or out of the proceeds of the first funding
               of a Reg. "S" transaction.

               On September 13, 1996 the Company borrowed from TAC $50,000,
               which is payable from any future private placement proceeds.
               Said loan bears interest at 9.5% per annum.  Further the loan
               agreement gives TAC the option to convert each $4.00 of debt into
               one (1) unit.

               Each unit will consist of one (1) share of Common Stock of the
               Company and two (2) Stock Purchase Warrants.  Each Warrant is
               exercisable into one (1) share of Common Stock of the Company at
               $8.00 per share until August 31, 1997, thereafter $10.00 per
               share.  The Stock Purchase Warrants expire on August 31, 1998.

               On July 16, 1996 the Company entered into two loan agreements
               with two unrelated shareholders.  Each loan was for $100,000 and
               bear interest at 9% per annum and is due within one (1) year, or
               from the sale proceeds of the Company's securities including the
               exercise of Class B and C Warrants.

               At September 30, 1996 and December 31, 1995, accrued interest
               related to such notes and loans amounted to $26,360 and $6,598,
               respectively, and is included in accrued expenses.

          iii) On May 24, 1996, the Company entered into an agreement with a
               shareholder to borrow $200,000.  The loan is non-interest bearing
               and is payable within one (1) year or is payable out of the first
               proceeds resulting from any exercise of outstanding Class B and
               Class C warrants, (Note 4f) whichever comes first.  As additional
               consideration the Company issued 66,666 shares of restrictive
               common stock.  The Company has valued the common stock at
               $133,332 or fifty percent (50%) of the fair market value at the
               time of the transaction. The Company recorded deferred financing
               cost and increased stockholders equity by $133,332, respectively
               for this transaction.  The deferred financing cost are being
               amortized over one year, which is the maximum term of the loan,
               or will be charged to operations if paid prior to May 24, 1997.
               Further, the Company has agreed to register said shares.  See
               Note 4m.

                                      F-17

<PAGE>

                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                  NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)

NOTE 6 -  RELATED PARTY TRANSACTIONS (Cont'd)

     d)   DUE FROM AFFILIATES

          Due from affiliates represent amounts due to HZI which are unsecured
          demand obligations amounting to the following:

                                                  September 30,  December 31,
                                                      1996          1995
                                                  -------------  ------------

          Due from Manhattan West                 $      78,356  $     68,855
          Academia                                       21,294        20,088
                                                  -------------  ------------
                                                  $      99,650  $     88,943
                                                  -------------  ------------
                                                  -------------  ------------

          Academia Medicine Psychiatric Foundation, Inc. ("Academia") is a not-
          for-profit entity. One of the Company's majority stockholders is one
          of nine Directors of the Board.

     e)   SHAREHOLDER TRANSACTIONS

          On September 19, 1995 the Company granted to its Vice Chairman a non-
          qualified stock option to purchase 250,000 shares of common stock at
          an exercised price of $.10 per share.  This option expires seven (7)
          years from the date of grant and the underlying common shares related
          to the option are restricted.  At the date of grant the Company
          recorded compensation expense of $50,000 based upon the fair value of
          the stock option at that date.

     f)   CONSULTING AGREEMENT

          On July 1, 1995, the Company entered into a five (5) year consulting
          agreement with a Corporation controlled by the Company's President and
          Vice Chairman.  Said agreement provides for a fee of $75,000 per
          annum.

     g)   CAPITAL CONTRIBUTION

          In December 1995, the Company sold 1,000,000 shares of common stock to
          four unrelated investors for $250,000.  As a condition of the sale the
          Company's Chairman agreed to contribute 400,000 shares of the
          Company's common stock owned by him to the Company and to then have
          them cancelled by the Company.  The Company has accounted for this as
          a $100,000 contribution of capital based upon the fair value of the
          stock at the date of contribution.  The Company agreed to file a
          registration statement in February, 1996 as one of the conditions of
          the sale.

     h)   DUE FROM AFFILIATES

          The Company charges NYI and Manhattan West for the use of certain
          employees and laboratory space.  NYI and Manhattan West are under the
          common control of the Company's Chairman.  At September 30, 1996 and
          December 31, 1995, amounts due from Manhattan West for these services
          amounted to $73,238 and $68,855, respectively.

                                      F-18

<PAGE>


                        NEUROCORP, LTD. AND SUBSIDIARIES
                        (Formerly Tamarac Ventures, Ltd.)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                    (UNAUDITED)


NOTE 6 -  RELATED PARTY TRANSACTIONS (Cont'd)

     i)   CHAIRMAN'S CAPITAL CONTRIBUTION

          As discussed in Note 4(n) the Company's Chairman waived $146,347 of
          his base annual salary for the year ended December 31, 1995.  Said
          amount has been recorded as an administrative expense and as a capital
          contribution for the year ended December 31, 1995 with an increase to
          additional paid-in-capital.

                                      F-19

<PAGE>

ITEM 6 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

          NeuroCorp., Ltd. ("the Company") was incorporated in the State of
          Nevada on March 18, 1987.  On November 23, 1994, in connection with
          the reverse acquisition of HZI Research Center, Inc. and Subsidiary
          ("HZI") the Company amended its Certificate of Incorporation to change
          its name from Tamarac Ventures, Ltd. to NeuroCorp., Ltd.  Further, the
          Company reduced its authorized common stock from 200,000,000 shares to
          100,000,000 shares and authorized 5,000,000 shares of preferred stock.

          The Company, through its wholly-owned subsidiary, HZI, is primarily
          involved in three inter-related businesses all of which involve the
          interaction or utilization of the Company's proprietary software,
          databases and medical devices for the diagnosis and treatment of
          brain-related disorders.  The three businesses are as follows: (i)
          performing long-term contract services for medical research for major
          domestic and international pharmaceutical firms (ii) designing and
          producing proprietary neuropsychiatric diagnostic testing equipment,
          which currently is their Brain Function Monitoring System (BFM) (iii)
          providing interactive diagnostic testing services and analysis to
          physicians and hospitals via the telephone, this service is known as
          TeleMap.

          In January 1996, the Company created a new wholly-owned subsidiary
          Memory Centers of America, Inc. ("MCA").  MCA will provide therapeutic
          services to people who suffer from memory impairment.  MCA began full
          operation's of the pilot program at the end of the second quarter of
          1996, and is currently not a significant business segment of the
          Company.

          On November 23, 1994, in connection with its acquisition of HZI, the
          Company changed its fiscal year end from September 30 to December 31
          so as to conform with HZI's fiscal year end of December 31.

          RESULTS OF OPERATIONS

          THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS
          ENDED SEPTEMBER 30, 1995

          Long-term contract revenues are recognized on the percentage of
          completion method by multiplying total estimated contract revenue by
          the percentage of completion.  Changes in each contracts performance,
          conditions and estimated profitability including those arising from
          contract penalty provisions, and final contract settlements may result
          in revisions to costs and income and are recognized in the period in
          which the revisions are determined.  In addition, losses are
          recognized in full when determinable.

          Revenue from computer system sales, which include BFM, are recognized
          upon the delivery of the software or turnkey systems.  Service
          revenues such as TeleMap and MCA, are recognized as they are rendered.

          Revenues for the three months ended September 30, 1996 and 1995
          amounted to $194,593 and $396,759, respectively.  The gross profits
          for the three months ended September 30, 1996 and 1995 amounted to
          $50,654 and $211,572, respectively or a net decrease of $160,918.  The
          gross profit percentages for the three months ended September 30, 1996
          and 1995 amounted to 26% and 53%, respectively, or a net decrease of
          27%.

                                       20

<PAGE>

ITEM 6 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Cont'd)

          THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS
          ENDED SEPTEMBER 30, 1995 (Cont'd)

          The net reduction of gross profit during the three months ended
          September 30, 1996 as compared to the three months ended September 30,
          1995 is attributable to the following:

          1.   The Company has not entered into any major multi million dollar
               new long-term contracts since December 31, 1993 and major
               contracts recorded prior to this period have been substantially
               completed during the year ended December 31, 1994.  At the end of
               1995 and during the nine months ended September 30, 1996 the
               Company received $941,000 of new contracts which should be
               completed during 1996.  Revenues from contracts for the three
               months ended September 30, 1996 as compared to the three months
               ended September 30, 1995 amounted to $133,984 and $193,337,
               respectively, or a net decrease of $59,353.  The decrease in
               revenues from contracts for the three months ended September 30,
               1996 is attributable to the Company commencing work on new
               contracts entered into during 1996.  During the three months
               ended September 30, 1996 the Company just started work on two new
               contracts and the majority of the third quarter revenues was from
               a major contract started in 1994 that is still ongoing.  Gross
               profit from contracts for the three months ended September 30,
               1996 as compared to the three months ended September 30, 1995
               amounted to $66,213 and $40,272, respectively or a net increase
               of $25,941.  The gross profit percentage from contracts for the
               three months ended September 30, 1996 is 49% as compared to
               September 30, 1995 which was 32%.  The decrease in the gross
               profit is attributable to a low gross profit contract that
               dominated the third quarter 1995 contract research division
               revenues.  Of the $193,337 revenues earned during the third
               quarter 1995, $132,098 is attributable to this low gross profit
               contract.


               As of September 30, 1996 the Company had a backlog to perform
               approximately $730,000 of contracts.  The Company expects to
               recognize a minimum of $350,000 of revenues from the backlog
               during the remaining portion of 1996.

          2.   Net sales of BFM Systems for the third quarter of 1996 and 1995
               amounted to none and $147,934, respectively, or a net decrease in
               sales of $147,934.  The third quarter of 1995 was the initial
               start of a new generation of BFM Systems of which the Company
               believes was well received.  Gross profit amounts for the three
               months ended September 30, 1996 and 1995 were negative $35,856
               and $103,554, respectively, or net decrease of $139,410.  The
               negative gross profit for the three months ended September 30,
               1996 represents an allocation of overhead to the BFM division.
               The Company's management believes the lack of sales for the third
               quarter of 1996 is temporary.

          3.   Revenues of the TeleMap division for the three months ended
               September 30, 1996 and 1995 amounted to $34,933 and $55,488,
               respectively, or net decrease of $20,555.  The gross profit
               percentages for the three months ended September 30, 1996 and
               1995 amounted to 34% and 58%, respectively.  The decrease in
               gross profit for the three months ended September 30, 1996 as
               compared to the three months ended September 30, 1995 is
               attributable to the Company assigning more internal staff to
               promote sales.

                                       21

<PAGE>

ITEM 6 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Cont'd)

          THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS
          ENDED SEPTEMBER 30, 1995 (Cont'd)

          General and administration expenses include overhead, administration
          salaries, selling and consulting costs.  Further, the Company
          classifies the costs of planning, designing and establishing the
          technological feasibility of its computer system product as research
          and development costs and charges those costs to expense when
          incurred.  After technological feasibility has been established, costs
          of producing a marketable product and its prototype are capitalized.
          Capitalized database and computer system development costs are
          composed of mainly of payroll and other direct employee costs.  Costs
          associated with above, which are not capitalized during the period are
          charged to either general and administrative or research and
          development expense.

          General and administrative expenses for the three months ended
          September 30, 1996 were $289,753 as compared to the three months ended
          September 30, 1995 of $245,632 or an increase of $44,121 or 18%.  The
          increase in general and administrative expenses for the three months
          ended September 30, 1996 is due to the Company incurring in excess of
          approximately $38,000 of initial costs for its new subsidiary, Memory
          Centers of America, Inc. ("MCA").  Further, during the three months
          ended September 30, 1996 as compared to the three months ended
          September 30, 1995, the Company reduced its administration billings to
          Manhattan Westchester Medical Services, P.C., a medical practice that
          is controlled by the Company's Chairman. ("Manhattan Westchester") by
          $8,503 resulting in the Company absorbing more payroll costs during
          the September 30, 1996 quarter.

          Research and development costs ("R&D") for the three months ended
          September 30, 1996 were $26,051 as compared to the three months ended
          September 30, 1995 of $61,872 or an decrease of $35,872.  The decrease
          in R&D costs is due to the Company assigning more personnel during the
          third quarter of 1995 to its Oxiracetam feasibility study and BFM
          Systems projects.

          Interest and deferred financing expenses for the three months ended
          September 30, 1996 were $45,282 as compared to the three months ended
          September 30, 1995 of $4,083 or an increase of $41,199.  The increase
          is attributable to the Company charging operations during the second
          quarter of 1996 for $33,333 for amortization of deferred financing
          cost resulting from a $200,000 shareholder loan discussed in the
          liquidity and capital resources section.  Additionally, the Company
          has increased its debt from shareholders which has resulted in
          increased interest expense of approximately $6,900 during the second
          and third quarter 1996 as compared to the 1995 period.

          NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS
          ENDED SEPTEMBER 30, 1995

          Revenues for the nine months ended September 30, 1996 and 1995
          amounted to $985,715 and $1,185,637, respectively.  The gross profits
          for the nine months ended September 30, 1996 and 1995 amounted to
          $497,082 and $792,459, respectively or a net decrease of $295,377.
          The gross profit percentages for the nine months ended September 30,
          1996 and 1995 amounted to 50% and 67%, respectively, or a net decrease
          of 17%.

                                       22

<PAGE>

ITEM 6 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Cont'd)

          NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS
          ENDED SEPTEMBER 30, 1995 (Cont'd)

          The net reduction of gross profit during the nine months ended
          September 30, 1996 as compared to the nine months ended September 30,
          1995 is attributable to the following:

          1.   Revenues from contracts for the nine months ended September 30,
               1996 as compared to the nine months ended September 30, 1995
               amounted to $611,698 and $622,018, respectively, or a net
               decrease of $10,320.  The decrease in revenues from contracts for
               the nine months ended September 30, 1996 is attributable to the
               Company commencing work on new contracts entered into during 1995
               and of which work started in the latter part of 1996.  Gross
               profit from contracts for the nine months ended September 30,
               1996 as compared to the nine months ended September 30, 1995
               amounted to $292,419 and $309,729, respectively or a net decrease
               of $17,310.  The gross profit percentage from contracts for the
               nine months ended September 30, 1996 is 48% as compared to
               September 30, 1995 which was 50%.  The decrease in the gross
               profit is attributable to a lower gross profit on contracts in
               progress during nine months ended September 30, 1996 as compared
               to the nine months ended September 30, 1995.  During the first
               quarter of 1995 the contract research division was working on a
               major high gross profit contract, which impacted positively on
               the nine months ended September 30, 1995.

          2.   Net sales of BFM Systems for the nine months ended 1996 and 1995
               amounted to $232,685 and $388,489, respectively, or a net
               decrease of $155,804.  The gross profit percentage on these sales
               for the nine months ended September 30, 1996 and 1995 amounted to
               61% and 82%, respectively or net decrease of 21%.  The second
               quarter of 1995 started the initial sales of the Company's new
               generation of BFM Systems.  The majority of these 1995 sales were
               to Beta sites who are utilizing the new systems in worldwide
               studies being supervised by the contract research division.  The
               Beta site equipment had a cost basis which had been reduced by
               depreciation in connection with contract revenues of the previous
               years.  This resulted in higher than normal gross profits for the
               sales of BFM Systems in 1995 due to the cost basis being less
               than the standard cost basis.

          3.   Revenues of the TeleMap division for the nine months ended
               September 30, 1996 and 1995 amounted to $91,379 and $119,578,
               respectively, or net decrease of $28,199.  The gross profit
               percentages for the nine months ended September 30, 1996 and 1995
               amounted to 47% and 78%, respectively.  The decrease in sales for
               the nine months ended September 30, 1996 as compared to the nine
               months ended September 30, 1995 is attributable to the Company
               discontinuing business with customers who were previously
               delinquent in their payments.  The Company anticipates a reversal
               of the decrease in comparative sales of the TeleMap division by
               year end or the first quarter of 1997.  The gross profit decrease
               for the nine months ended September 30, 1996 as compared to the
               nine months ended September 30, 1995, is partially the result of
               the Company absorbing more overhead on less sales and increase in
               labor costs resulting from the Company's allocation of personnel
               in connection with further improvement of its high quality
               controls.

                                       23

<PAGE>

ITEM 6 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Cont'd)

          NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS
          ENDED SEPTEMBER 30, 1995 (Cont'd)

          General and administrative expenses for the nine months ended
          September 30, 1996 were $811,403 as compared to the nine months ended
          September 30, 1995 of $726,649 or an increase of $84,754 or 12%.  The
          increase in general and administrative expenses for the nine months
          ended September 30, 1996 is due to the Company incurring in excess of
          approximately $150,000 of initial costs for its new subsidiary, Memory
          Centers of America, Inc. ("MCA").  Further during the nine months
          ended September 30, 1996 as compared to the nine months ended
          September 30, 1995, the Company reduced its administration billings to
          Manhattan Westchester Medical Services, P.C., a medical practice that
          is controlled by the Company's Chairman. ("Manhattan Westchester") by
          $44,408 resulting in the Company absorbing more payroll costs during
          the September 30, 1996 period.

          Additionally, during the nine months ended September 30, 1996 as
          compared to the nine months ended September 30, 1995 the Company
          reduced the capitalized cost of developing the database and computer
          system product by $270,433 resulting in additional payroll cost being
          incurred in general and administrative.  Offsetting the above cost
          increases in general and administrative costs, the Company has reduced
          its payroll, professional and consulting fees, and has curtailed
          overseas travel principally in connection with the Company's
          involvement in a worldwide contract, and marketing of its BFM System,
          for the nine months ended September 30, 1996 as compared to the nine
          months ended September 30, 1995.

          Research and development costs ("R&D") for the nine months ended
          September 30, 1996 were $71,235 as compared to the nine months ended
          September 30, 1995 of $136,134 or a decrease of $64,899.  The decrease
          in R&D costs is due to reductions in fixed cost for the R&D
          department.

          LIQUIDITY AND CAPITAL RESOURCES

          NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS
          ENDED SEPTEMBER 30, 1995

          At September 30, 1996 and December 31, 1995, the Company had working
          capital of $66,661 and a working capital deficiency of $6,765,
          respectively.  The $73,426 net increase in working capital for the
          nine months ended September 30, 1996 is attributable to accounts
          receivable and deferred financing cost increasing by $557,857.
          Offsetting this increase in working capital for the nine months ended
          September 30, 1996 as compared to the year ending December 31, 1995
          are increases in stockholders loans of $478,480.  The increase in
          accounts receivable is the result of increased sales by the BFM
          Division and the contract research division earned revenues exceeding
          amounts billed.  Deferred financing cost of $86,848 is the result of
          the Company borrowing from a shareholder, a $200,000 interest free
          loan and as additional consideration, issuing 66,666 shares of
          restricted common stock, which was valued at 50% of the fair market
          value on the date of the loan.  During February and July 1996 the
          Company borrowed from Trinity American Corporation ("TAC") $175,000 to
          supplement its working capital position.  During early April 1996 the
          Company repaid TAC $50,000.  Further, the Company borrowed from
          stockholders during July 1996 an additional $200,000.

                                       24

<PAGE>

ITEM 6 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Cont'd)

          LIQUIDITY AND CAPITAL RESOURCES (Cont'd)

          NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS
          ENDED SEPTEMBER 30, 1995 (Cont'd)

          For the nine months ended September 30, 1996 net cash decreased by
          $22,029.  For the nine months ended September 30, 1996 and 1995, the
          Company used cash for operations of $664,121 and $239,948,
          respectively, resulting in increased cash used in operations of
          $424,173.  The net increase for the nine months ended September 30,
          1996 is the result of accounts receivables increasing by $290,851 from
          slow collections of the contract research division receivable and loss
          from operations increased by $388,983 at  September 30, 1996 as
          compared to the nine months ended September 30, 1995.  The net
          decrease in long-term contract accounts of $339,619 is the result of
          the Company reducing its backlog of large contracts during the 
          March 31, 1995 quarter.  The Company has not replaced these 
          significant high gross profit contracts which has resulted in the 
          Company showing a net loss of $456,967 for the nine months ended 
          September 30, 1996 as compared to net loss of $67,984 for the nine 
          months ended September 30, 1995.


          For the nine months ended September 30, 1996 and 1995 cash used by
          investing activities mainly in connection with cost incurred for the
          development of databases and computer system products, amounted to
          $104,474 and $323,816, respectively, or a net decrease in the use of
          cash of $219,342.  The Company during the three months ended March 31,
          1995 received a $34,271 payment from its insurance carrier on an
          automobile that was destroyed in an accident.  During 1996 the Company
          reduced its payments by $270,433 for database and computer system
          product development costs as compared to 1995.  As noted in the
          December 31, 1995 Management Discussions and Analysis, future
          capitalization of computer system product development costs primarily
          in connection with the BFM system will be substantially reduced during
          the 1996 period, as compared to 1995 due to the Company completing at
          the end of 1995 the final programming of its BFM Systems.

          For the nine months ended September 30, 1996 and 1995 cash provided by
          financing activities amounted to $746,566 and $235,607, respectively.
          For the nine months ended September 30, 1996 the Company received
          $400,000 in connection with the sale of 333,333 shares of common stock
          to investors and borrowed from shareholders approximately $478,000 net
          of repayments.  Furthermore, during the nine months ended 
          September 30, 1996 the Company repaid a line of credit which amounted 
          to $50,000.  As discussed in Note 4(m) of the September 30, 1996
          financial statements, the Company expended $25,046 to register shares
          of common stock and warrants pursuant to previous contractual
          obligations with certain stockholders.  At September 30, 1996, the
          Company accrued $11,250 of dividends for Series 1 preferred stock as
          required under the agreement.

          The Company intends to meet its future cash requirements through
          earnings from operations, short term borrowings and the sale of stock.

                                       25

<PAGE>

ITEM 6 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Cont'd)

          MANAGEMENT'S PLANS

          Since 1991, the Company has conducted a series of research programs
          and was planning to develop Memory Centers with the Company's largest
          customer.  The data of these studies have now been analyzed and
          publications were started.  These new publications demonstrated the
          usefulness and the power of the Company's proprietary method
          (Quantitative Pharmaco-EEG = QPEEG) for this customer.  This method,
          which was developed by the Chairman of the Company, helps to assess
          the pharmacological effects of drugs on the human central nervous
          system (CNS), thus helping to establish the bioavailability of a CNS
          drug and its CNS-effective dose.  It predicts the clinical-therapeutic
          dose of a compound and its possible therapeutic use in different
          clinical diagnostic conditions.  The Company showed that the herbal
          product of this customer is

          Thus, the Company's largest customer renewed their interest to
          continue to work with the Company.  The Company received a $780,000
          new contract from this customer to further analyze the previous data
          as well as the data of the ongoing depression research.  Negotiations
          suggest that large collaborative studies may be initiated in the near
          future.  Because of this and because of the new private investors'
          interest, the Company decided to develop Memory Centers by itself.
          The Company has started a new wholly-owned subsidiary, Memory Centers
          of America, Inc.  A pilot project was initiated in the first quarter
          of 1996 in collaboration with Manhattan Westchester Medical Services,
          P.C., the Chairman's professional corporation which already has the
          required equipment and know-how.  MCA commenced full operations of the
          pilot program during the latter part of the second quarter of 1996,
          and the results of those operations are not meaningful or a
          significant part of the Company's operations at September 30, 1996.

          The Company is also developing an Alzheimer's research program and a
          Teleneuropsychiatry developmental program.  The Company also invested
          in a feasibility study to develop two Alzheimer's drugs (oxiracetam
          and L-a-GFC).  As a result, the Company is negotiating for a license
          to develop and market one of these compounds.

          The Company has developed its own Web Site page on the World Wide Web
          and intends to offer to provide data base services to interested
          parties for psychotropic drug research and development.

          The Company believes that the new and successful developments in
          conjunction with the Company's largest customer will not only bring
          new contracts providing additional cash and revenues, but will also
          open new doors for substantial revenue-bringing long-term contracts.
          The Memory Centers should also have a positive impact on the Company's
          cash flow in the future.

          The funds obtained from the sale of stock in the first nine months of
          1996 are now being invested in programs which are expected to generate
          immediate revenues, such as the Memory Center project and a program
          for advertising the telephonic services.

          The Company projects another five (5) BFM system sales through its
          Turkish distributor.  An additional 3-6 systems (estimated at
          approximately $180,000) may be sold to centers who may develop the
          Alzheimer's program sponsored by an international healthcare
          organization.

                                       26

<PAGE>

ITEM 6 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS (Cont'd)

          MANAGEMENT'S PLANS (Cont'd)

          The Company is trying to obtain a contract pursuant to the Company
          preparing data and analysis of previous studies which will be the
          basis for a worldwide Alzheimer's research program, anticipated to be
          monitored by the Company.  The approximate size for the Alzheimer's
          program is $4 million.  If the contract is obtained, it is projected
          that $500,000 of revenue will be realized in during the first half of
          1997.


                                       27