SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB


                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

  For the Quarterly Period Ended                  (Commission File Number):
  September 30, 1996                                    0-20434


                     ADVANCED ORTHOPEDIC TECHNOLOGIES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      Nevada                                          13-3531824
      ---------------                                 -------------
      (State or other                                 (IRS Employer
      jurisdiction of                                 Identification No.)
      incorporation)


             151 Hempstead Turnpike, West Hempstead, New York 11552
             ------------------------------------------------------
              (Address of registrant's principal executive offices)


                                 (516) 481-9670
                                ----------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 of the Securities Exchange Act of 1934 during
the preceding 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   X                 NO
                             ---                    ---

Number of shares of Common Stock outstanding
At September 30, 1996                                                4,774,233


                                        1

<PAGE>

                     ADVANCED ORTHOPEDIC TECHNOLOGIES, INC.

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

PART I.     FINANCIAL INFORMATION

      Item 1.     Financial Statements.....................................  3

                  a.   Consolidated Balance Sheets as of
                       September 30, 1996 (unaudited) and
                       December 31, 1995 (audited).........................  3

                  b.   Consolidated Statements of Income
                       (unaudited) for the Three Months Ended
                       September 30, 1996 and September 30, 1995
                       and for the Nine Months Ended September
                       30, 1996 and September 30, 1995.....................  4

                  c.   Consolidated Statements of Cash Flows
                       (unaudited) for the Nine Months Ended
                       September 30, 1996 and September 30, 1995
                       ....................................................  5

                  d.   Summarized Financial Information....................  7

      Item 2.     Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations...............................................  9

PART II.  OTHER INFORMATION

      Item 1.     Legal Proceedings........................................ 14

      Item 2.     Changes in Securities.................................... 14

      Item 3.     Defaults upon Senior Securities.......................... 14

      Item 4.     Submission of Matters to a Vote of Security
                  Holders.................................................. 14

      Item 5.     Other Information........................................ 14

      Item 6.     Exhibits and Reports on Form 8-K......................... 14

SIGNATURES................................................................. 15


                                        2

<PAGE>

             ADVANCED ORTHOPEDIC TECHNOLOGIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------

                                                    September 30,   December 31,
                                                        1996           1995
                                                    -------------   ------------
                                                     (Unaudited)      (Audited)
                                                                   
Current assets                                                     
  Cash and cash equivalents                          $   242,000     $   216,000
  Accounts receivable - net of allowance for                       
    doubtful accounts of $432,000 and $204,000,                    
    respectively                                       4,177,000       3,470,000
  Inventory                                            1,171,000       1,038,000
  Prepaid expenses                                       142,000         193,000
  Recoverable income taxes                                13,000          26,000
  Deferred income taxes                                  285,000         192,000
                                                     -----------     -----------
          Total current assets                         6,030,000       5,135,000
                                                     -----------     -----------
                                                                   
Property and equipment - at cost                       1,536,000       1,374,000
  Less accumulated depreciation                          924,000         819,000
                                                     -----------     -----------
                                                         612,000         555,000
                                                                   
Other assets                                                       
  Intangibles - net of accumulated amortization                    
    of $558,000 and $421,000, respectively             5,949,000       5,209,000
  Deferred income taxes                                   13,000          28,000
  Miscellaneous                                           96,000         104,000
                                                     -----------     -----------
          Total other assets                           6,058,000       5,341,000
                                                     -----------     -----------
                                                                   
          Total                                      $12,700,000     $11,031,000
                                                     ===========     ===========
                                                                   
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
                                                                   
Current liabilities                                                
  Note payable                                       $   325,000     $   247,000
  Current maturities of long-term debt                 1,229,000       1,065,000
  Accounts payable                                       347,000         387,000
  Accrued expenses                                     1,311,000         930,000
  Deferred compensation                                   38,000          86,000
  Income taxes payable                                   428,000          77,000
                                                     -----------     -----------
          Total current liabilities                    3,678,000       2,792,000
                                                     -----------     -----------
                                                                   
Deferred compensation                                       --             9,000
                                                     -----------     -----------
                                                                   
Long-term debt                                         2,395,000       2,817,000
                                                     -----------     -----------
                                                                   
Stockholders' equity                                               
  Common stock                                             4,000           4,000
  Common stock warrants                                   18,000          18,000
  Additional paid-in capital                           3,441,000       3,082,000
  Retained earnings                                    3,164,000       2,309,000
                                                     -----------     -----------
          Total stockholders' equity                   6,627,000       5,413,000
                                                     -----------     -----------
                                                                   
          Total                                      $12,700,000     $11,031,000
                                                     ===========     ===========


                                        3
<PAGE>

             ADVANCED ORTHOPEDIC TECHNOLOGIES, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                        Three months ended             Nine months ended
                                           September 30,                  September 30,
                                       --------------------           --------------------
                                       1996            1995           1996            1995
                                    -----------    -----------    ------------    ------------
<S>                                 <C>            <C>            <C>             <C>         
Sales                               $ 4,668,000    $ 3,417,000    $ 13,123,000    $ 10,176,000

Cost of sales                         2,341,000      1,650,000       6,556,000       4,966,000
                                    -----------    -----------    ------------    ------------

       Gross profit                   2,327,000      1,767,000       6,567,000       5,210,000

Selling, general and
  administrative expenses             1,603,000      1,350,000       4,802,000       4,138,000
                                    -----------    -----------    ------------    ------------

       Operating income                 724,000        417,000       1,765,000       1,072,000
                                    -----------    -----------    ------------    ------------

Other income (deductions)
  Interest expense                      (94,000)       (93,000)       (267,000)       (289,000)
  Other income (deductions) - net         4,000         (1,000)         10,000           5,000
                                    -----------    -----------    ------------    ------------
                                        (90,000)       (94,000)       (257,000)       (284,000)
                                    -----------    -----------    ------------    ------------

       Income before provision
         for income taxes               634,000        323,000       1,508,000         788,000
                                    -----------    -----------    ------------    ------------

Provision for income taxes
  Current                               295,000        162,000         717,000         374,000
  Deferred                              (22,000)       (13,000)        (64,000)        (12,000)
                                    -----------    -----------    ------------    ------------
                                        273,000        149,000         653,000         362,000
                                    -----------    -----------    ------------    ------------

       Net income                   $   361,000    $   174,000    $    855,000    $    426,000
                                    ===========    ===========    ============    ============

Earnings per common share           $       .07    $       .04    $        .17    $        .10
                                    ===========    ===========    ============    ============

Shares used in earnings per
  common share computation            4,911,918      4,451,125       4,911,918       4,451,125
                                    ===========    ===========    ============    ============
</TABLE>


                                        4
<PAGE>

             ADVANCED ORTHOPEDIC TECHNOLOGIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                ------------------------------------------------

                                                            Nine months ended
                                                               September 30,
                                                             ----------------
                                                             1996        1995
                                                          ---------   ---------
Cash flows from operating activities
  Net income                                              $ 855,000   $ 426,000
  Items not requiring the current use of cash
    Depreciation and amortization                           250,000     255,000
    Provision for doubtful accounts                         265,000     151,000
    Deferred compensation provision                          15,000      23,000
    Deferred income taxes                                   (64,000)    (12,000)
  Changes in items affecting operations
    Accounts receivable                                    (972,000)   (448,000)
    Inventory                                               (80,000)   (160,000)
    Prepaid expenses                                         31,000      62,000
    Recoverable income taxes                                 13,000     143,000
    Miscellaneous                                              --         3,000
    Accounts payable                                        (40,000)    384,000
    Accrued expenses                                         36,000    (209,000)
    Deferred compensation paid                              (55,000)    (45,000)
    Income taxes payable                                    351,000     125,000
                                                          ---------   ---------
          Net cash provided by operating activities         605,000     698,000
                                                          ---------   ---------

Cash flows from investing activities
  Payment for acquired business                             (25,000)       --
  Purchase of property and equipment                        (88,000)   (157,000)
  Contingent purchase price of acquisitions                (103,000)   (192,000)
                                                          ---------   ---------
          Net cash used by investing activities            (216,000)   (349,000)
                                                          ---------   ---------

Cash flows from financing activities
  Proceeds from long-term debt                              526,000        --
  Principal payments of long-term debt                     (967,000)   (539,000)
  Proceeds from note payable                                 78,000     122,000
                                                          ---------   ---------
          Net cash used by financing activities            (363,000)   (417,000)
                                                          ---------   ---------

          Net increase (decrease) in cash and
            cash equivalents                                 26,000     (68,000)

Cash and cash equivalents - beginning                       216,000     166,000
                                                          ---------   ---------

Cash and cash equivalents - end                           $ 242,000   $  98,000
                                                          =========   =========


                                        5
<PAGE>

             ADVANCED ORTHOPEDIC TECHNOLOGIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                  ---------------------------------------------

Supplemental Schedule of Noncash Financing and Investing Activities

     In 1996, the Company issued 450,000 shares of common stock in connection
with the acquisition of Med-Tech O & P Services, Inc. Of the shares issued,
125,000 are held in escrow. The value of the shares is $675,000 and $188,000,
respectively.

     The Company's acquisition in 1996 was paid for as follows:

          Cash paid for assets                          $  25,000
          Common stock issued                             300,000
          Liabilities assumed                             220,000
                                                        ---------

               Fair value of assets acquired            $ 545,000
                                                        =========

     In 1996, the Company issued 11,403 shares of common stock as contingent
purchase price of acquisitions and 13,225 shares of common stock to employees as
compensation. The value of the shares was $40,000.

     In September 1996, the Company exercised its option to acquire 225,000
shares of its common stock for approximately $169,000.

     In 1995, the Company issued 10,050 shares of common stock as contingent
purchase price of acquisitions and 28,463 shares of common stock to employees as
compensation. The value of the shares was $49,000.

Supplemental Disclosure of Cash Flow Information

     Net cash provided by operating activities reflects cash payments for
interest and income taxes as follows:

                                                       Nine months ended
                                                         September 30,
                                                      -------------------
                                                      1996           1995
                                                      ----           ----

          Interest paid                           $   287,000    $   310,000
          Income taxes paid                           353,000        106,000


                                        6
<PAGE>

             ADVANCED ORTHOPEDIC TECHNOLOGIES, INC. AND SUBSIDIARIES

                        SUMMARIZED FINANCIAL INFORMATION

                               SEPTEMBER 30, 1996
                               ------------------


(NOTE 1) - The accompanying consolidated financial statements are prepared on
the basis of generally accepted accounting principles. In the opinion of the
management of Advanced Orthopedic Technologies, Inc., all adjustments are of a
normal recurring nature and have been reflected for a fair presentation of the
unaudited balance sheet as of September 30, 1996 and results of operations for
the periods ended September 30, 1996 and 1995, respectively. The operating
results for the periods are not necessarily indicative of the results to be
expected for the entire year.


(NOTE 2) - Effective January 5, 1996, the Company acquired certain assets of
Med- Tech O & P Services, Inc. for a cash payment of $25,000, additional
payments of approximately $220,000 payable through July 1997, 450,000 shares of
the Company's common stock (valued at $675,000) and additional amounts which may
be contingently payable. Of the shares issued, 125,000 shares (valued at
$188,000) are held in escrow. The acquisition has been accounted for by the
purchase method of accounting. The operating results of the acquisition are
included in the Company's consolidated results of operations from the effective
date of acquisition. The following unaudited proforma results of operations for
the nine months ended September 30, 1995 and the three months ended September
30, 1995 assumes the acquisition occurred on January 1, 1995 and gives effect to
certain adjustments, including amortization of goodwill, increased interest
expense on acquisition indebtedness, officer salaries as a result of new
employment agreements and common shares issued.

                                           Three months     Nine months
                                               ended           ended
                                           September 30,   September 30,
                                               1995            1995
                                           ------------    ------------

     Sales                                 $ 4,031,000     $12,040,000
                                           ===========     ===========

     Net income                            $   223,000     $   582,000
                                           ===========     ===========

     Earnings per common share                    $.05            $.12
                                                  ====            ====

     Shares used in earnings
      per common share computation           4,901,125       4,901,125
                                             =========       =========

     The proforma financial information presented above does not purport to
represent what the Company's results of operations would have been had this
acquisition occurred on January 1, 1995 or to project the Company's results of
operations for any future period.


                                        7
<PAGE>

             ADVANCED ORTHOPEDIC TECHNOLOGIES, INC. AND SUBSIDIARIES

                        SUMMARIZED FINANCIAL INFORMATION

                               SEPTEMBER 30, 1996


(NOTE 3)  -  Inventory at September 30, 1996 is based on historical gross profit
percentages.  An analysis of inventory is as follows:

                                           September 30,   December 31,
                                               1996            1995
                                           ------------    ------------
                                           (Unaudited)      (Audited)

          Finished goods                   $   656,000     $   572,000
          Work-in-process                      170,000         138,000
          Raw materials                        345,000         328,000
                                           -----------     -----------

                                           $ 1,171,000     $ 1,038,000
                                           ===========     ===========

(NOTE 4)  -  CAPITAL STOCK

  Capital stock is summarized as follows:

     Preferred stock, nonvoting, $.001 par value, 14,965,000 shares
       authorized, none outstanding

     Common stock, voting, $.001 par value, 75,000,000 shares authorized,
       outstanding 4,397,566 shares in 1996 and 4,272,938 shares in 1995

     Class C redeemable selling warrantholder warrants, $.001 par value,
       outstanding 1,000,000 warrants

     Common stock purchase warrants, $.001 par value, outstanding 66,666
       warrants


(NOTE 5) - In September 1996, the Company exercised an option to acquire 225,000
shares of its common stock and in October 1996 exercised an option to acquire an
additional 225,000 shares. The shares were previously issued in connection with
an acquisition. The total cost to acquire these shares is approximately $506,000
and is expected to be financed by a credit facility from the Company's bank.


(NOTE 6) - On September 30, 1996, the Company entered into an agreement and plan
of merger for the sale of the Company to Novacare Orthotics and Prosthetics,
Inc. The agreement is subject to the ratification by the stockholders of the
Company.


                                        8
<PAGE>

                     ADVANCED ORTHOPEDIC TECHNOLOGIES, INC.

     Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

     AOT has grown internally and by acquisitions. During 1988 it acquired the
assets of JDM Orthotics, Inc. (New York); Prosthetic and Orthotic Laboratories,
Inc. (New Jersey) and Para- Med Corp. (West Virginia). The assets of Westfield
Brace Company, Inc. (New Jersey) were acquired during 1991. The Company acquired
the stock of Lett Orthopedic Industries, Inc. (West Virginia) as of January 1,
1992, the stock of Prosthetic and Orthotic Associates, Inc. (Virginia) as of
January 1, 1993 and the stock of Orthopedic Technologies, Inc. (based in
Syracuse, New York) as of July 1, 1993. During August, 1993, the Company
acquired the assets of SFV Rehabilitation Specialists, Inc. (Sherman Oaks,
California), Exe, Inc. (Albuquerque, New Mexico) and Parmeco, Inc. (Huntington,
West Virginia). During April, 1994, the Company acquired the assets of Clayton
Prosthetics & Orthotics, Inc. located in Manasquan, Manahawkin and Middletown,
New Jersey. On January 5, 1996, the Company acquired the operating assets of
Med-Tech O&P Services, Inc., which operated several patient care centers in the
New York Metropolitan Area. AOT implemented such acquisitions by combinations of
cash down payments and deferred payments. In certain of the acquisitions, AOT
agreed to pay additional amounts of cash and stock to the sellers if certain
financial criteria were achieved by the acquired businesses.

Results of Operations:

     The following table sets forth for the periods indicated certain items of
the Company's financial statements and their respective percentage of the
Company's net sales. The discussion which follows should be read in conjunction
with the Company's consolidated financial statements.


                                        9
<PAGE>

                                     Three Months Ended      Nine Months Ended
                                        September 30,          September 30,
                                        -------------          -------------
                                         (Unaudited)            (Unaudited)

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

Net sales                            100.0%      100.0%      100.0%      100.0%

Cost of sales                        (50.2)      (48.3)      (50.0)      (48.8)

Gross profit                          49.8        51.7        50.0        51.2

Selling, general and
administrative expenses              (34.3)      (39.5)      (36.6)      (40.7)

Income from operations                15.5        12.2        13.4        10.5

Interest expense                      (2.0)       (2.7)       (2.0)       (2.8)

Other income (expense)                --          --           0.1        --

Income before taxes                   13.5         9.5        11.5         7.7

Income taxes                          (5.8)       (4.4)       (5.0)       (3.5)

Net income                             7.7         5.1         6.5         4.2


Net Sales:

Net sales for the three months ended September 30, 1996 were $4,668,000 as
compared to $3,417,000 for the same period in 1995, an increase of 37%. For the
nine months ended September 30, net sales were $13,123,000 and $10,176,000
respectively in 1996 and 1995, an increase of 29%. The sales increase was
primarily due to sales added by the acquisition of Med-Tech O&P Services
completed in January, 1996 and sales generated from additional managed care
contracts entered into over the past year.

Gross Profit:

Gross profit for the three months ended September 30, 1996 was $2,327,000 as
compared to $1,767,000 for the same period in 1995, an increase of 32%. Gross
profit for the nine months ended September 30, 1996 was $6,567,000 as compared
to $5,210,000 for the same period in 1995, an increase of 26%. The increase in
gross profit was due primarily to the increase in sales volume. Gross profit as
a percentage of sales was 49.8% for the three months ended September 30, 1996
and 50.0% for the nine months ended September 30, 1996 as compared to 51.7% and
51.2% respectively for the same periods in 1995. The decrease in these
percentages is attributable to lower reimbursement rates associated with the
additional managed care business and the hiring of additional


                                       10
<PAGE>

practitioners to accommodate this business. These decreases were offset in part
by the integration of the Med-Tech acquisition into the Company's existing New
York metropolitan area operation and the economies achieved by this integration.
The percentage for the nine month period was also impacted by lower sales volume
due to climate conditions experienced during the first quarter of 1996 during
which the Company continued to incur practitioner salaries.

Selling, General and Administrative Expenses:

Selling, General and Administrative expenses increased to $1,603,000 for the
three months ended September 30, 1996 from $1,350,000 for the same period in
1995, and increased to $4,802,000 for the nine months ended September 30, 1996
from $4,138,000 for the same period in 1995. Selling, General and Administrative
expenses decreased as a percentage of sales from 39.5% in 1995 to 34.3% in 1996
for the three months ended September 30 and decreased from 40.7% in 1995 to
36.6% in 1996 for the nine months ended September 30. The decreases in these
percentages are attributable primarily to the integration of the Med-Tech
acquisition into the Company's existing New York metropolitan area operation and
the economies achieved by this integration.

Income from Operations:

Income from operations for the three months ended September 30, 1996 increased
to $724,000 as compared to $417,000 for the same period in 1995, an increase of
74%. Income from operations for the nine months ended September 30, 1996
increased to $1,765,000 as compared to $1,072,000 for the same period in 1995,
an increase of 65%. Income from operations as a percentage of sales was 15.5%
for the three months ended September 30, 1996 as compared to 12.2% for the same
period in 1995. For the nine months ended September 30, income from operations
as a percentage of sales was 13.4% in 1996 and 10.5% in 1995. The increases in
these percentages are attributable primarily to the acquisition of Med-Tech O&P
Services and the economies achieved by its integration into the Company's
existing operations.


                                       11
<PAGE>

Other Income/Deductions::

Interest expense for the three months ended September 30, 1996 was $94,000 as
compared to $93,000 for the same period in 1995 and $267,000 and $289,000 for
the nine months ended September 30, 1996 and 1995 respectively. Interest expense
consists primarily of interest on debt incurred to finance the Company's
acquisitions.

Net Income:

The Company earned $361,000 or $.07 per share for the three months ended
September 30, 1996 as compared to $174,000 or $.04 per share generated in the
prior year's third quarter. For the nine months ended September 30, 1996, the
Company had net income of $855,000 or $.17 per share as compared to $426,000 or
$.10 per share for the same period in 1995. The increase in net income was due
primarily to the Company's increased sales volume discussed above and the
economies achieved through the integration of the acquisition of Med-Tech O&P
Services.

Liquidity and Capital Resources:

As of September 30, 1996, the Company had $242,000 in cash and cash equivalents.
The Company's consolidated working capital at September 30, 1996 was $2,352,000.
During the third quarter of 1996, the Company exercised its option to acquire
225,000 shares of common stock previously issued in connection with an
acquisition. Subsequent to September 30, 1996, the Company exercised another
option to acquire an additional 225,000 shares of common stock. The cost to
acquire these shares is approximately $506,000 and is expected to be financed by
a credit facility from the Company's bank. As of September 30, 1996, there were
no additional commitments which will affect liquidity in a material way.

At the date of this report, the Company does not have any contracts or letters
of intent for additional acquisitions.

The Company expects that cash generated from operations and from its credit
lines will be adequate to provide for future operations.

No material changes in inventory levels or machinery and equipment are presently
planned.


                                       12
<PAGE>

Other:

On September 30, 1996 the Company entered into an Agreement and Plan of Merger
for the merger of the Company with a wholly owned subsidiary of NovaCare, Inc.
The Agreement is subject to the ratification by the stockholders of the Company.

Statement No. 123 of the Financial Accounting Standards Board "Accounting for
Stock Based Compensation" is effective for fiscal years beginning after December
15, 1995. The Company believes the implementation of SFAS No. 123 will not have
a material effect.

Inflation has not had a significant impact on the Company's operating expenses.
There is no assurance inflation will not be a significant factor in the future.

Substantial changes in the methods of delivery of health care services, in the
nature and scope of health care insurance, the methods of payment of the costs
of health care services and insurance, the pricing of health care services and
governmental and insurance reimbursement of health care costs, as well as
proposals for an overall restructuring of the health care system as well as the
Medicare and Medicaid programs, continue to be the subject of major legislative
and budgetary initiatives at the federal and state levels. It is not possible to
predict whether such legislation will ultimately be enacted. If such legislation
is enacted, it is impossible to predict the form which such legislation will
take or the impact such legislation will have on the Company's operations or on
the health care industry in general.


                                       13
<PAGE>

PART II. - OTHER INFORMATION

      Item 1.     Legal Proceedings

      Reference is made to Item 3 of the Company's Form 10-KSB for the fiscal
      year ended December 31, 1995.

      Item 2.     Changes in Securities

      NONE

      Item 3.     Defaults Upon Senior Securities

      NONE

      Item 4.     Submission of Matters to a Vote of Security Holders

      NONE

      Item 5.     Other Information

      NONE

      Item 6.     Exhibits and Reports on Form 8-K

            (a)   Exhibits

                  11.   Statement re Computation of Earnings Per
                        Common Share for the Three Months and Nine
                        Months Ended September 30, 1996 and September
                        30, 1995 (unaudited) Sequential Page Number 15

            (b)   Reports on Form 8-K

                  Current Report on Form 8-K dated September 30, 1996 with
                  respect to the Company's entering into a definitive Agreement
                  and Plan of Merger with a wholly owned subsidiary of NovaCare,
                  Inc.


                                       14
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                            ADVANCED ORTHOPEDIC TECHNOLOGIES, INC.


Dated:                      By: /s/ Andrew H. Meyers
November 4, 1996               --------------------------------------
                                Andrew H. Meyers, President


Dated:                      By: /s/ Jesse Z. Fink
November 4, 1996               --------------------------------------
                                Jesse Z. Fink, Chief Financial Officer


                                       15