VOTAN CORP S-1/A

AMENDMENT NO. 4 TO FORM S-1

FORM OF UNDERWRITING AGMT. BETWEEN THE REGISTRANT

CERTIFICATE OF AMENDMENT OF CERTIFICATE INCORPORATION OF

FORM OF UNDERWRITERS WARRANT

OPINION OF BROBECK, PHEGER & HARRISON LLP

FIRST AMENDMENT TO BERNAL CORPORATE PARK LEASE

1996 STOCK OPTION PLAN

FINANCIAL CONSULTING AGREEMENT

CONSENT OF ARTHUR ANDERSON LLP

CONSENT OF WILLIAM E. O'CONNOR

FINANCIAL DATA SCHEDULE