Registration No.

      As filed with the Securities and Exchange Commission on May 21, 1997


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933



                             BIOPHARMACEUTICS, INC.
             (Exact name of registrant as specified in its charter)


         Delaware                                   13-3186327
         (State or other                         (I.R.S. Employer
         jurisdiction of                         Identification Number)
         incorporation or
         organization)


                                990 Station Road
                               Bellport, NY 11713
                                 (516) 286-5900

               (Address, including zip code, and telephone number,
        including are code, or registrant's principal executive offices)


                           1997 BIOPHARMACEUTICS, INC.
                      NON-QUALIFIED STOCK COMPENSATION PLAN
                              (Full title of plan)

                                   Edward Fine
                                    President
                             Biopharmaceutics, Inc.
                                990 Station Road
                               Bellport, NY 11713

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

                                   Copies to:

                              Alfred V. Greco, P.C.
                          666 Fifth Avenue (14th Floor)
                               New York, NY 10103
                                 (212) 246-6550

<PAGE>
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE                                                                             
======================== ====================== ====================== ====================== ======================
Title of Each Class of   Amount to be           Proposed Maximum       Proposed Maximum       Amount of
Securities to be         Registered(1)          Offering Price Per     Aggregate Offering     Registration Fee
Registered                                      Share(1)               Price(1)
======================== ====================== ====================== ====================== ======================
<S>                      <C>                    <C>                    <C>                    <C>                     
Common Stock, par
value $.001 per
share(2)
                         720,000                $0.60                  $432,000               $148,97
======================== ====================== ====================== ====================== ======================
<FN>
(1)      Estimated solely for the purpose of calculating the registration fee.
(2)      The shares  registered  pursuant  to this  Registration  Statement  are
         available for grant as of the date of this Registration Statement under
         the Company's  1997  Non-Qualified  Stock Option Plan and available for
         issuance pursuant to certain stock option agreements the forms of which
         are attached as exhibits to this Registration Statement.
(3)      Pursuant  to  General  Instruction  E,  the  registration  fee  paid in
         connection  herewith is based on the maximum  aggregate  price at which
         securities  covered by this  registration  statement are Proposed to be
         offered.
</FN>
</TABLE>

<PAGE>


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

ITEM 1:  Plan Information.

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

ITEM 2:  Registration Information and Employee Plan Annual Information.

         Upon  written  or oral  request,  Biopharmaceutics,  Inc.,  a  Delaware
corporation  (the  "Registrant")  will provide,  without  charge,  a copy of all
documents  incorporated  by reference in Item 3 of Part II of this  Registration
Statement,  which are incorporated by reference in the Section 10(a) Prospectus,
and all other documents  required to be delivered to employees  pursuant to Rule
428(b) promulgated under the Securities Act of 1933, as amended (the "Securities
Act"). All requests should be made to Biopharmaceutics,  Inc., att: Edward Fine,
President, 990 Station Road, Bellport, NY 11713, tel no. (516) 286-5800.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:  Incorporation of Documents by Reference.

         The  following  documents,  which are on file with the  Securities  and
Exchange  Commission (the  "Commission"),  are incorporated in this Registration
Statement by reference:
 
    (a) Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 
1997.

    (b) Annual  Report on Form  10-K for the Fiscal Year Ended  September  30,
1996.

    (c) Quarterly  Report on Form 10-Q for the Quarterly Period Ended December
31, 1996.

    (d) Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30,
1996.

    (e) Quarterly  Report on Form 10-Q for the  Quarterly  Period ended March
31, 1996.

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

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

ITEM 4:  Description of Securities.

                                  N/A

ITEM 5:  Interests of Named Experts and Counsel.

                                  N/A

ITEM 6. Indemnification of Directors and Officers.

         The Registrant's Certificate of Incorporation generally provide for the
maximum  indemnification of a corporation's  officers and directors as permitted
by law in the  State  of  Delaware.  Delaware  law  empowers  a  corporation  to
indemnify  any  person who was or is a party or who is  threatened  to be made a
party to any  threatened,  pending,  or completed  action,  suit or  proceeding,
whether civil, criminal, administrative or investigative,  except in the case of
an action by or in the right of the  corporation,  by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another  corporation or other enterprise.  Depending on the
character of the  proceeding,  a  corporation  may  indemnify  against  expenses
(including  attorney's  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred  in  connection  with such  action,  suit or
proceeding if the person  indemnified  acted in good faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation,  and with respect to any  criminal  action or  proceedings,  had no
reasonable cause to believe his or her conduct was unlawful.

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

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

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

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

ITEM 8:  Exhibits.

4.1      1997 Non-Qualified Stock Option Plan.
4.2      Form of Stock Option Agreement between the Registrant and grantee.
5.1      Opinion of Alfred V. Greco, P.C.
23.1     Consent of Alfred V. Greco, P.C. (consent included in Exhibit 5.1).
23.2     Consent of Farber, Blicht & Eyerman



ITEM 9:  Undertakings.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)  (3) of the
Securities Act;

     (ii) To reflect in the prospectus  any facts or events which,  individually
or  together,   represent  a  fundamental  change  in  the  information  in  the
Registration Statement;

     (iii) To include any additional or changed material information on the plan
of distribution; provided,  however, that paragraphs (1)(i) and (1(ii) above do
not apply if the  Registration  Statement  is on Form S-3 or Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  incorporated  by reference  from  periodic  reports filed by the
Registrant under the Exchange Act.

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

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

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the  payment by the  Registrant  of  expenses  incurred  or paid by a  director,
officer or controlling person in the successful  defense of any action,  suit or
proceeding)  is asserted by such  director,  officers or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.





<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of New York, New York, on this day of May 16,1997.

                          BIOPHARMACEUTICS, INC.



                          By: /s/ Edward Fine
                              Edward Fine
                              Principal Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                  Capacity in Which Signed               Date




/s/ Edward Fine
Edward Fine                Chairman of the Board,             May 16, 1997
                           Chief Executive Officer and
                           Director (Principal
                           Executive Officer)



/s/ William Kugler
William Kugler             Vice President,                    May 16, 1997
                           Chief Financial Officer
                           (Chief Financial Officer
                           and Principal Accounting
                           Officer)



/s/ Russell Cleveland
Russell Cleveland          Director                           May 16, 1997
                                                                   



/s/ Jonathan Rosen
Jonathan Rosen             Director                           May 16, 1997
                                                                   



/s/ Barry Weissberg
Barry Weissberg            Director                           May 16, 1997
                                                                    

<PAGE>



                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Edward Fine and William  Kugler as his
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this  Registration  Statement,  and to file the same with the
Securities and Exchange Commission,  granting until said  attorneys-in-fact  and
agent,  and each of them,  full power and  authority  to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them or their substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                  Capacity in Which Signed           Date



/s/ Edward Fine
Edward Fine                Chairman of the Board,             May 16, 1997
                           Chief Executive Officer and
                           Director (Principal
                           Executive Officer)



/s/ William Kugler
William Kugler             Vice President,                    May 16, 1997
                           Chief Financial Officer
                           (Chief Financial
                           Officer and Principal
                           Accounting Officer)



/s/ Russell Cleveland
Russell Cleveland          Director                           May 16, 1997
                                                                    


/s/ Jonathan Rosen
Jonathan Rosen             Director                           May 16, 1997
                                                                     



/s/ Barry Weisberg
Barry Weissberg            Director                           May 16, 1997 
                                                                      






<PAGE>


                                  EXHIBIT INDEX

                                                                 Sequentially
Document Description of Document                                 Numbered Page

 4.1              1997 Non-Qualified Stock Option Plan                 10
 4.2               Form of Stock Option Agreement    
                    between Registrant and Grantee                     13
 5.1              Opinion of Alfred V. Greco, P.C.                     15
23.1              Consent of Alfred V. Greco, P.C.                     15
                     (contained in opinion)
23.2              Consent of Farber, Blicht & Eyerman                  16


<PAGE>

                                                                 Exhibit 4.1
                      
                             BIOPHARMACEUTICS, INC.

                      1997 NON-QUALIFIED STOCK OPTION PLAN

     1 . Purpose. The purpose of the  Biopharmaceutics,  Inc. 1997 Non-Qualified
Stock Option Plan (the  "Plan"),  is to attract  and/or retain and to provide an
incentive   to,   certain    independent    contractors   and   consultants   of
Biopharmaceutics,  Inc. (the "Company"),  a Delaware corporation,  in connection
with  providing  services to the Company  and to continue to  contribute  to its
success.  As used in the Plan,  the term "Code" shall mean the Internal  Revenue
Code of 1986, as amended,  and any successor statute, and the terms "Parent" and
"Subsidiary" shall have the meanings set forth in Code Sections 424(e) and (f).
        
     This Plan was adopted by the Board of Directors as of March 12,1997.

     2. Administration. The Plan shall be administered by a Plan Committee which
shall be  established  by the Board of Directors  of the Company (the  "Board").
Members  of the  Plan  Committee  shall  be  appointed,  both  initially  and as
vacancies  occur,  by the  Board.  The  Board,  at any time it so  desires,  may
increase  or  decrease,  but not below  two,  the  number of members of the Plan
Committee,  may remove from  membership on the Plan Committee all or any portion
of its members, and may appoint such person or persons as it desires to fill any
vacancy  existing  on the Plan  Committee,  whether by removal,  resignation  or
otherwise.  The  provisions  of the  Plan  and all  option  agreements  executed
pursuant  thereto,  and its decisions  shall be conclusive  and binding upon all
interested  persons.  Subject to the provisions of the Plan Committee shall have
the sole authority to determine:

     (a) The  persons  (hereinafter,  "optionees")  to whom  options to purchase
shares of Common Stock of the Company ("Stock") shall be granted;

     (b) The number of options to be granted to each optionee;

     (c) The price to be paid for each share of Stock upon the  exercise of each
option;

     (d) The period  within which each option shall be exercised  and,  with the
consent of the optionee,  any extensions of such period (provided however,  that
the original period and all extensions shall not exceed the maximum period under
the Plan).

     (e) The terms and  conditions of each stock option  agreement  entered into
between the  Company and persons to whom the Company has granted  options and of
any  amendments  thereto  (provided  that the  optionee  consents  to each  such
amendment).

The Plan  Committee  shall  meet at such  times  and  places  as it  determines,
including  by means of a telephone  conference  call.  A majority of the members
shall constitute a quorum,  and a decision of a majority of those present at any
meeting at which a quorum is present shall  constitute  the decision of the Plan
Committee. A memorandum signed by all of the members of the Plan Committee shall
constitute  the decision of the Plan Committee  without the  necessity,  in such
event, for holding an actual meeting.

     3.  Eligibility.  Independent  contractors,  consultants  and other persons
providing  significant  services  to the  Company  shall be  eligible to receive
grants of options  under the Plan,  provided  however,  that no person  shall be
eligible  to  receive  grants  of  options  under the Plan at any time when such
grantee is subject to the  provisions of Section 16 of the  Securities  Exchange
Act of 1934, as amended.

     4. Stock  Subject to Plan.  There  shall be  reserved  for issue,  upon the
exercise of options to purchase shares under the Plan, a total of 720,000 shares
of Stock or the  number  of  shares  of Stock,  which,  in  accordance  with the
provisions of Section 8 hereof, shall be substituted  therefor.  Such shares may
be  treasury  shares.  If an  option  granted  under  the Plan  shall  expire or
terminate  for any reason  without  having been  exercised in full,  unpurchased
shares subject thereto shall again be available.

     5. Terms of Options.

     Nonqualified  stock options may be granted  under the Plan to  consultants,
independent  contractors and other persons who provide  substantial  services to
The Company.  Each  nonqualified  stock option  granted  under the plan shall be
evidenced by a stock option agreement  between the person to whom such option is
granted and the Company.  Such stock  option  agreement  shall  provide that the
option is subject to the following  terms and conditions and to such other terms
and  conditions  not  inconsistent  therewith  as the  Plan  Committee  may deem
appropriate in each case:

     (a)  Option  Price.  The price to be paid for each  share of Stock upon the
exercise of an option shall be determined by the Plan  Committee at the time the
option is  granted,  but in no event at a price less than 20% of the fair market
value for the  Company's  shares on the date the option is  granted.  As used in
this Plan,  the term "date the  option is  granted"  means the date on which the
Plan  Committee  authorized  the grant of an option  hereunder or any later date
specified by the Plan Committee.

     (b) Period.  The periods,  during which an option to purchase shares may be
exercised,  shall be determined by the Plan  Committee at the time the option is
granted,  but in no event  shall such  period  exceed 5 years from the date this
Plan is adopted.
     (c) Payment for Stock.  The option  exercise  price for each share of Stock
purchased  hereunder  shall  be paid in full at the time of  purchase.  The Plan
committee may provide that the purchase  price be payable at the election of the
optionee,  with the consent of the Plan Committee, in whole or in part either in
cash or by cancellation  of all or part of any  outstanding  indebtedness of the
Company to the optionee on the date on which the option is  exercised.  No share
of Stock  shall be issued  until full  payment  therefor  has been made,  and no
optionee  shall have any rights as an owner of shares of Stock until the date of
issuance to him of the stock certificate evidencing such Stock.

     6.  Non-Transferability of Option. The options granted pursuant to the Plan
are  non-transferable  except by will or the laws of descent and distribution of
the state or country of the optionee's domicile at time of death.

     7.  Termination  of  Relationship.   Unless  otherwise   specified  in  the
applicable   option   agreement  upon   termination  of  the  optionee's   other
relationship  with the Company,  his rights to exercise options then held by him
shall be only as  follows  (in no case do the  time  periods  referred  to below
extend the terms specified in any option):

     8. Adjustment of Shares.

     (a) In the event of  changes  in the  outstanding  Stock by reason of stock
dividends, split-ups, consolidations, recapitalizations, reorganizations or like
events (as determined by the Plan Committee), an appropriate adjustment shall be
made by the Plan  Committee in the number of shares  reserved under the Plan, in
the  number of shares set forth in Section 4 hereof.  The  determination  of the
Plan committee as to what  adjustments  shall be made shall be  conclusive.  The
Plan  Committee  shall give  prompt  notice to all  grantees  of any  adjustment
pursuant to this Section.

     (b) Termination of Options on Merger,  Reorganization or Liquidation of the
Company.  Notwithstanding anything to the contrary in this Plan, in the event of
any merger,  consolidation or other  reorganization  of the Company in which the
Company is not the surviving or  continuing  corporation  (as  determined by the
Plan  Committee)  or in the  event  of the  liquidation  or  dissolution  of the
Company,  all options granted hereunder shall terminate on the effective date of
the merger,  consolidation,  reorganization,  liquidation or dissolution  unless
there is an agreement  with respect  thereto  which  expressly  provides for the
assumption of such options by the continuing or surviving corporation.

     9. Securities Law Requirements. The Company's obligation to issue shares of
its Stock upon grant is expressly conditioned upon the completion by the Company
of any registration or other qualification of such shares under any state and/or
federal law or rulings and regulations of any government  regulatory body or the
making  of  such  investment   representations  or  other   representations  and
undertakings by the grantee (or his legal  representative,  heir or legatee,  as
the case may be) in order to comply with the  requirements of any exemption from
any such registration or other qualification of such shares which the Company in
its sole discretion shall deem necessary or advisable. The Company may refuse to
permit the sale or other disposition of any shares acquired pursuant to any such
representation  until it is satisfied that such sale or other  disposition would
not be in contravention of applicable state or federal securities law.

     10.  Tax  Withholding.  As a  condition  to the  exercise  of an  option or
otherwise,  the  Company  may  require an  optionee  to pay over the Company all
applicable  federal,  state and local  taxes  which the  Company is  required to
withhold  with respect to the exercise of an option  granted  hereunder.  At the
discretion  of the Plan  Committee  and upon the  request  of an  optionee,  the
minimum statutory statutory withholding tax requirements may be satisfied by the
withholding  of shares of Stock  otherwise  issuable  to the  optionee  upon the
exercise of an option.

     11. Amendment. The Board may amend the Plan at any time.

     12.  Effective  Date.  The  Plan  shall be  effective  upon the date of its
adoption by the Board.

     13. Termination. The Plan shall terminate automatically as of the close
of business on the day preceding the fifth anniversary date of its effectiveness
or earlier by  resolution  of the Board,  or upon  consummation  of any  merger,
consolidation  or other  reorganization  in which the options granted  hereunder
terminate, all as described in Section 9(b) hereof.

     14. Stock Option  Agreement.  Each option  granted  under the Plan shall be
evidenced by a written agreement  executed by the Chief Executive Officer of the
Corporation  and accepted by the  optionee,  which (i) shall contain each of the
provisions and agreements herein specifically  required to be contained therein,
(ii) may  contain  the  agreement  of the  optionee  to render  services  to the
Corporation  or any Subsidiary for a period of time to be determined by the Plan
Committee,  and (iii) may contain  such other terms and  conditions  as the Plan
Committee deems desirable and which are not inconsistent with the Plan.

     15. No Right to Perform  Services.  Nothing in this Plan shall  confer upon
any optionee any right to continue to perform services for the Company, or shall
interfere  with or restrict in any way the rights of the Company to discharge or
terminate any employee, independent contractor or consultant at any time for any
reason whatsoever, with or without good cause.

  Executed and dated as of the date first written above at New York, New York.
                                                   
                                       BIOPHARMACEUTICS, INC.



                                       By: /s/ Edward Fine
                                           Edward Fine
                                           Chief Executive Officer



<PAGE>


                                                            Exhibit 4.2


                             BIOPHARMACEUTICS, INC.
                             a Delaware corporation

                      NON-QUALIFIED STOCK OPTION AGREEMENT


Name of Optionee                                     Date Option Granted


Address                                                       No. __________


     This Agreement ("Agreement") is made as of the date set forth above between
Biopharmaceutics,  Inc., a Delaware corporation (hereinafter the "Company"), and
the optionee named above  (hereinafter  "Optionee").  The option granted by this
Agreement  is  designated  a  "Non-Qualified  Option"  granted  pursuant  to the
Biopharmaceutics,  Inc.,  1997  Non-Qualified  Stock Option Plan dated March 12,
1997 (the "Plan").

     1. Grant of Option.  Pursuant to and subject to the terms and conditions of
the Agreement,  the Company grants to the Optionee, a consultant to the Company,
the right and option  (the  "Option")  to  purchase  at $._____ per share on the
terms and  conditions  hereinafter  set forth all or any part of an aggregate of
__________ shares (the "Shares") of the currently authorized and unissued Common
Stock, par value $.001 per share.  The Option shall be exercisable,  in whole or
in part,  during the period  commencing with the date on which it is granted and
ending on December  31,  1997.  Nothing  contained  herein shall be construed to
limit or restrict the right of the Company or a parent or subsidiary corporation
of the Company to terminate the Optionee's services for the Company.

     2. Method of  Exercise.  The Option may be  exercised  pursuant  thereto by
written notice to the Company stating the number of shares with respect to which
the option is being  exercised,  together  with  payment in full,  or by written
acknowledgment,  duly executed by the Optionee,  of cancellation of indebtedness
for services  rendered to the Company,  of the purchase  price for the number of
Shares being  purchased.  Optionee hereby  acknowledges  that, as of the date of
this Agreement,  the aggregate  exercise price for the Options reflects the full
amount owing by the Company for services  rendered or otherwise,  and that these
Options  represent  satisfaction  in full of all amounts owing by the Company to
Optionee.  If requested by the Board of Directors,  prior to the delivery of any
Shares,  the Optionee shall supply the Board of Directors with a  representation
that the Shares are not being acquired with a view to  distribution  and will be
sold or otherwise  disposed of only in accordance  with  applicable  federal and
state statutes, rules and regulations.

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

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

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

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

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

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

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

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

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

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

Executed by the Company as of this _____ date of _______________, 1997.




                                    BIOPHARMACEUTICS, INC.
                                    a Delaware corporation



                                    By: _______________________




ACCEPTED:

("Optionee")



By: __________________________                __________________________
                                                        Date


<PAGE>

                                                           Exhibit 5.1
                              ALFRED V. GRECO,P.C.                 23.1
                          A Professional Corporation
                         666 Fifth Avenue (14th Floor)
                             New York, N.Y. 10108

Alfred V. Greco                                             Tel.212-246-6550
Attorney At Law                                             Fax 212-582-0176

May 19, 1997



Securities and Exchange Commission
450 Fifth Street,N.W.
Washington, D.C. 20549

            Re:   Biopharmaceutics, Inc. (the "Company")
                  Form S-8 Registration Statement

Gentlemen:

The undersigned is required to render an opinion concerning the filing of a
Form s-8 Registration statement registering 720,000 shares pursuant to the 
Company's 1997 Non-Qualified Stock Option Plan (the "Plan").  In this
connection the undersigned has among other things, reviewed the Plan,the
Form S-8 Registration Statement, Prospectus, Form of Option, the minutes and
by-laws of the corporation, corporate records and other filings with the
Securities and Exchange Commission, consulted with the principals of the 
Company and engaged in such other research and review as deemed applicable and
pertinent hereto.

Based upon the results of such inguiry and knowledge and information gleaned
from the various documentation, the undersigned is of the opinion that the
720,000 shares which are the subject of the registration statement,have been
properly and duly reserved for issuance pursuant to the Company's Plan and
such shares, issuable upon exercise of options granted pursuant to the Plan by
the Company's Board of Directors, when issued upon receipt of payment
therefor,will be validly issued, fully paid and nonassessable.

The undersigned hereby consents to the use of its name and all references to
this firm in the Form S-8 Registration Statement covering shares reserved
under its 1997 Non-Qualified Stock Option Plan.

Very truly yours,

Alfred V. Greco, P.C.


/s/ Alfred V. Greco
Alfred V. Greco












<PAGE>


                                                            EXHIBIT 23.2

  
                   
                     CONSENT OF INDEPENDENT AUDITORS



To the Board of Directors of
Biopharmaceutics, Inc.
Bellport, New York


        We hereby consent to the inclusion of our report on the 
consolidated financial statements and schedules of Biopharmaceutics,
Inc. for the year ended September 30, 1996 in the Form S-8 Registration
Statement covering shares reserved under its 1997 Non-qualified Stock
Option Plan.


                                   /s/ Farber, Blicht & Eyerman, LLP

Plainview, New York
May 20, 1997
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT UNDER SEC ACT OF 1933", "secsgml_size_bytes": 43099}]
{"company-data": {"conformed-name": "BIOPHARMACEUTICS INC", "cik": "0000733337", "assigned-sic": "2834", "irs-number": "133186327", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27747", "film-number": "97613774"}, "business-address": {"street1": "990 STATION RD", "city": "BELLPORT", "state": "NY", "zip": "11713", "phone": "5162865800"}, "mail-address": {"street1": "990 STATION ROAD", "city": "BELLPORT", "state": "NY", "zip": "11713"}, "former-company": [{"former-conformed-name": "INTEGRATED GENERICS INC /NV/", "date-changed": "19880824"}, {"former-conformed-name": "PATIENT MEDICAL SYSTEMS CORP", "date-changed": "19880615"}]}
Registration No.

      As filed with the Securities and Exchange Commission on May 21, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             BIOPHARMACEUTICS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                   13-3186327
         (State or other                         (I.R.S. Employer
         jurisdiction of                         Identification Number)
         incorporation or
         organization)

                                990 Station Road
                               Bellport, NY 11713
                                 (516) 286-5900

               (Address, including zip code, and telephone number,
        including are code, or registrant's principal executive offices)

                           1997 BIOPHARMACEUTICS, INC.
                      NON-QUALIFIED STOCK COMPENSATION PLAN
                              (Full title of plan)

                                   Edward Fine
                                    President
                             Biopharmaceutics, Inc.
                                990 Station Road
                               Bellport, NY 11713

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

                                   Copies to:

                              Alfred V. Greco, P.C.
                          666 Fifth Avenue (14th Floor)
                               New York, NY 10103
                                 (212) 246-6550
CALCULATION OF REGISTRATION FEE                                                                             
======================== ====================== ====================== ====================== ======================
Title of Each Class of   Amount to be           Proposed Maximum       Proposed Maximum       Amount of
Securities to be         Registered(1)          Offering Price Per     Aggregate Offering     Registration Fee
Registered                                      Share(1)               Price(1)
======================== ====================== ====================== ====================== ======================
Common Stock, par
value $.001 per
share(2)
                         720,000                $0.60                  $432,000               $148,97
======================== ====================== ====================== ====================== ======================
(1)      Estimated solely for the purpose of calculating the registration fee.
(2)      The shares  registered  pursuant  to this  Registration  Statement  are
         available for grant as of the date of this Registration Statement under
         the Company's  1997  Non-Qualified  Stock Option Plan and available for
         issuance pursuant to certain stock option agreements the forms of which
         are attached as exhibits to this Registration Statement.
(3)      Pursuant  to  General  Instruction  E,  the  registration  fee  paid in
         connection  herewith is based on the maximum  aggregate  price at which
         securities  covered by this  registration  statement are Proposed to be
         offered.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1:  Plan Information.

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

ITEM 2:  Registration Information and Employee Plan Annual Information.

         Upon  written  or oral  request,  Biopharmaceutics,  Inc.,  a  Delaware
corporation  (the  "Registrant")  will provide,  without  charge,  a copy of all
documents  incorporated  by reference in Item 3 of Part II of this  Registration
Statement,  which are incorporated by reference in the Section 10(a) Prospectus,
and all other documents  required to be delivered to employees  pursuant to Rule
428(b) promulgated under the Securities Act of 1933, as amended (the "Securities
Act"). All requests should be made to Biopharmaceutics,  Inc., att: Edward Fine,
President, 990 Station Road, Bellport, NY 11713, tel no. (516) 286-5800.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:  Incorporation of Documents by Reference.

         The  following  documents,  which are on file with the  Securities  and
Exchange  Commission (the  "Commission"),  are incorporated in this Registration
Statement by reference:
 
    (a) Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 
1997.

    (b) Annual  Report on Form  10-K for the Fiscal Year Ended  September  30,
1996.

    (c) Quarterly  Report on Form 10-Q for the Quarterly Period Ended December
31, 1996.

    (d) Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30,
1996.

    (e) Quarterly  Report on Form 10-Q for the  Quarterly  Period ended March
31, 1996.

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

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

ITEM 4:  Description of Securities.

                                  N/A

ITEM 5:  Interests of Named Experts and Counsel.

                                  N/A

ITEM 6. Indemnification of Directors and Officers.

         The Registrant's Certificate of Incorporation generally provide for the
maximum  indemnification of a corporation's  officers and directors as permitted
by law in the  State  of  Delaware.  Delaware  law  empowers  a  corporation  to
indemnify  any  person who was or is a party or who is  threatened  to be made a
party to any  threatened,  pending,  or completed  action,  suit or  proceeding,
whether civil, criminal, administrative or investigative,  except in the case of
an action by or in the right of the  corporation,  by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another  corporation or other enterprise.  Depending on the
character of the  proceeding,  a  corporation  may  indemnify  against  expenses
(including  attorney's  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred  in  connection  with such  action,  suit or
proceeding if the person  indemnified  acted in good faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation,  and with respect to any  criminal  action or  proceedings,  had no
reasonable cause to believe his or her conduct was unlawful.

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

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

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

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

ITEM 8:  Exhibits.

4.1      1997 Non-Qualified Stock Option Plan.
4.2      Form of Stock Option Agreement between the Registrant and grantee.
5.1      Opinion of Alfred V. Greco, P.C.
23.1     Consent of Alfred V. Greco, P.C. (consent included in Exhibit 5.1).
23.2     Consent of Farber, Blicht & Eyerman

ITEM 9:  Undertakings.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)  (3) of the
Securities Act;

     (ii) To reflect in the prospectus  any facts or events which,  individually
or  together,   represent  a  fundamental  change  in  the  information  in  the
Registration Statement;

     (iii) To include any additional or changed material information on the plan
of distribution; provided,  however, that paragraphs (1)(i) and (1(ii) above do
not apply if the  Registration  Statement  is on Form S-3 or Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  incorporated  by reference  from  periodic  reports filed by the
Registrant under the Exchange Act.

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

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

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the  payment by the  Registrant  of  expenses  incurred  or paid by a  director,
officer or controlling person in the successful  defense of any action,  suit or
proceeding)  is asserted by such  director,  officers or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of New York, New York, on this day of May 16,1997.

                          BIOPHARMACEUTICS, INC.

                          By: /s/ Edward Fine
                              Edward Fine
                              Principal Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                  Capacity in Which Signed               Date

/s/ Edward Fine
Edward Fine                Chairman of the Board,             May 16, 1997
                           Chief Executive Officer and
                           Director (Principal
                           Executive Officer)

/s/ William Kugler
William Kugler             Vice President,                    May 16, 1997
                           Chief Financial Officer
                           (Chief Financial Officer
                           and Principal Accounting
                           Officer)

/s/ Russell Cleveland
Russell Cleveland          Director                           May 16, 1997
                                                                   

/s/ Jonathan Rosen
Jonathan Rosen             Director                           May 16, 1997
                                                                   

/s/ Barry Weissberg
Barry Weissberg            Director                           May 16, 1997
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Edward Fine and William  Kugler as his
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this  Registration  Statement,  and to file the same with the
Securities and Exchange Commission,  granting until said  attorneys-in-fact  and
agent,  and each of them,  full power and  authority  to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them or their substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                  Capacity in Which Signed           Date

/s/ Edward Fine
Edward Fine                Chairman of the Board,             May 16, 1997
                           Chief Executive Officer and
                           Director (Principal
                           Executive Officer)

/s/ William Kugler
William Kugler             Vice President,                    May 16, 1997
                           Chief Financial Officer
                           (Chief Financial
                           Officer and Principal
                           Accounting Officer)

/s/ Russell Cleveland
Russell Cleveland          Director                           May 16, 1997
                                                                    

/s/ Jonathan Rosen
Jonathan Rosen             Director                           May 16, 1997
                                                                     

/s/ Barry Weisberg
Barry Weissberg            Director                           May 16, 1997
EXHIBIT INDEX

                                                                 Sequentially
Document Description of Document                                 Numbered Page

 4.1              1997 Non-Qualified Stock Option Plan                 10
 4.2               Form of Stock Option Agreement    
                    between Registrant and Grantee                     13
 5.1              Opinion of Alfred V. Greco, P.C.                     15
23.1              Consent of Alfred V. Greco, P.C.                     15
                     (contained in opinion)
23.2              Consent of Farber, Blicht & Eyerman                  16
Exhibit 4.1
                      
                             BIOPHARMACEUTICS, INC.

                      1997 NON-QUALIFIED STOCK OPTION PLAN

     1 . Purpose. The purpose of the  Biopharmaceutics,  Inc. 1997 Non-Qualified
Stock Option Plan (the  "Plan"),  is to attract  and/or retain and to provide an
incentive   to,   certain    independent    contractors   and   consultants   of
Biopharmaceutics,  Inc. (the "Company"),  a Delaware corporation,  in connection
with  providing  services to the Company  and to continue to  contribute  to its
success.  As used in the Plan,  the term "Code" shall mean the Internal  Revenue
Code of 1986, as amended,  and any successor statute, and the terms "Parent" and
"Subsidiary" shall have the meanings set forth in Code Sections 424(e) and (f).
        
     This Plan was adopted by the Board of Directors as of March 12,1997.

     2. Administration. The Plan shall be administered by a Plan Committee which
shall be  established  by the Board of Directors  of the Company (the  "Board").
Members  of the  Plan  Committee  shall  be  appointed,  both  initially  and as
vacancies  occur,  by the  Board.  The  Board,  at any time it so  desires,  may
increase  or  decrease,  but not below  two,  the  number of members of the Plan
Committee,  may remove from  membership on the Plan Committee all or any portion
of its members, and may appoint such person or persons as it desires to fill any
vacancy  existing  on the Plan  Committee,  whether by removal,  resignation  or
otherwise.  The  provisions  of the  Plan  and all  option  agreements  executed
pursuant  thereto,  and its decisions  shall be conclusive  and binding upon all
interested  persons.  Subject to the provisions of the Plan Committee shall have
the sole authority to determine:

     (a) The  persons  (hereinafter,  "optionees")  to whom  options to purchase
shares of Common Stock of the Company ("Stock") shall be granted;

     (b) The number of options to be granted to each optionee;

     (c) The price to be paid for each share of Stock upon the  exercise of each
option;

     (d) The period  within which each option shall be exercised  and,  with the
consent of the optionee,  any extensions of such period (provided however,  that
the original period and all extensions shall not exceed the maximum period under
the Plan).

     (e) The terms and  conditions of each stock option  agreement  entered into
between the  Company and persons to whom the Company has granted  options and of
any  amendments  thereto  (provided  that the  optionee  consents  to each  such
amendment).

The Plan  Committee  shall  meet at such  times  and  places  as it  determines,
including  by means of a telephone  conference  call.  A majority of the members
shall constitute a quorum,  and a decision of a majority of those present at any
meeting at which a quorum is present shall  constitute  the decision of the Plan
Committee. A memorandum signed by all of the members of the Plan Committee shall
constitute  the decision of the Plan Committee  without the  necessity,  in such
event, for holding an actual meeting.

     3.  Eligibility.  Independent  contractors,  consultants  and other persons
providing  significant  services  to the  Company  shall be  eligible to receive
grants of options  under the Plan,  provided  however,  that no person  shall be
eligible  to  receive  grants  of  options  under the Plan at any time when such
grantee is subject to the  provisions of Section 16 of the  Securities  Exchange
Act of 1934, as amended.

     4. Stock  Subject to Plan.  There  shall be  reserved  for issue,  upon the
exercise of options to purchase shares under the Plan, a total of 720,000 shares
of Stock or the  number  of  shares  of Stock,  which,  in  accordance  with the
provisions of Section 8 hereof, shall be substituted  therefor.  Such shares may
be  treasury  shares.  If an  option  granted  under  the Plan  shall  expire or
terminate  for any reason  without  having been  exercised in full,  unpurchased
shares subject thereto shall again be available.

     5. Terms of Options.

     Nonqualified  stock options may be granted  under the Plan to  consultants,
independent  contractors and other persons who provide  substantial  services to
The Company.  Each  nonqualified  stock option  granted  under the plan shall be
evidenced by a stock option agreement  between the person to whom such option is
granted and the Company.  Such stock  option  agreement  shall  provide that the
option is subject to the following  terms and conditions and to such other terms
and  conditions  not  inconsistent  therewith  as the  Plan  Committee  may deem
appropriate in each case:

     (a)  Option  Price.  The price to be paid for each  share of Stock upon the
exercise of an option shall be determined by the Plan  Committee at the time the
option is  granted,  but in no event at a price less than 20% of the fair market
value for the  Company's  shares on the date the option is  granted.  As used in
this Plan,  the term "date the  option is  granted"  means the date on which the
Plan  Committee  authorized  the grant of an option  hereunder or any later date
specified by the Plan Committee.

     (b) Period.  The periods,  during which an option to purchase shares may be
exercised,  shall be determined by the Plan  Committee at the time the option is
granted,  but in no event  shall such  period  exceed 5 years from the date this
Plan is adopted.
     (c) Payment for Stock.  The option  exercise  price for each share of Stock
purchased  hereunder  shall  be paid in full at the time of  purchase.  The Plan
committee may provide that the purchase  price be payable at the election of the
optionee,  with the consent of the Plan Committee, in whole or in part either in
cash or by cancellation  of all or part of any  outstanding  indebtedness of the
Company to the optionee on the date on which the option is  exercised.  No share
of Stock  shall be issued  until full  payment  therefor  has been made,  and no
optionee  shall have any rights as an owner of shares of Stock until the date of
issuance to him of the stock certificate evidencing such Stock.

     6.  Non-Transferability of Option. The options granted pursuant to the Plan
are  non-transferable  except by will or the laws of descent and distribution of
the state or country of the optionee's domicile at time of death.

     7.  Termination  of  Relationship.   Unless  otherwise   specified  in  the
applicable   option   agreement  upon   termination  of  the  optionee's   other
relationship  with the Company,  his rights to exercise options then held by him
shall be only as  follows  (in no case do the  time  periods  referred  to below
extend the terms specified in any option):

     8. Adjustment of Shares.

     (a) In the event of  changes  in the  outstanding  Stock by reason of stock
dividends, split-ups, consolidations, recapitalizations, reorganizations or like
events (as determined by the Plan Committee), an appropriate adjustment shall be
made by the Plan  Committee in the number of shares  reserved under the Plan, in
the  number of shares set forth in Section 4 hereof.  The  determination  of the
Plan committee as to what  adjustments  shall be made shall be  conclusive.  The
Plan  Committee  shall give  prompt  notice to all  grantees  of any  adjustment
pursuant to this Section.

     (b) Termination of Options on Merger,  Reorganization or Liquidation of the
Company.  Notwithstanding anything to the contrary in this Plan, in the event of
any merger,  consolidation or other  reorganization  of the Company in which the
Company is not the surviving or  continuing  corporation  (as  determined by the
Plan  Committee)  or in the  event  of the  liquidation  or  dissolution  of the
Company,  all options granted hereunder shall terminate on the effective date of
the merger,  consolidation,  reorganization,  liquidation or dissolution  unless
there is an agreement  with respect  thereto  which  expressly  provides for the
assumption of such options by the continuing or surviving corporation.

     9. Securities Law Requirements. The Company's obligation to issue shares of
its Stock upon grant is expressly conditioned upon the completion by the Company
of any registration or other qualification of such shares under any state and/or
federal law or rulings and regulations of any government  regulatory body or the
making  of  such  investment   representations  or  other   representations  and
undertakings by the grantee (or his legal  representative,  heir or legatee,  as
the case may be) in order to comply with the  requirements of any exemption from
any such registration or other qualification of such shares which the Company in
its sole discretion shall deem necessary or advisable. The Company may refuse to
permit the sale or other disposition of any shares acquired pursuant to any such
representation  until it is satisfied that such sale or other  disposition would
not be in contravention of applicable state or federal securities law.

     10.  Tax  Withholding.  As a  condition  to the  exercise  of an  option or
otherwise,  the  Company  may  require an  optionee  to pay over the Company all
applicable  federal,  state and local  taxes  which the  Company is  required to
withhold  with respect to the exercise of an option  granted  hereunder.  At the
discretion  of the Plan  Committee  and upon the  request  of an  optionee,  the
minimum statutory statutory withholding tax requirements may be satisfied by the
withholding  of shares of Stock  otherwise  issuable  to the  optionee  upon the
exercise of an option.

     11. Amendment. The Board may amend the Plan at any time.

     12.  Effective  Date.  The  Plan  shall be  effective  upon the date of its
adoption by the Board.

     13. Termination. The Plan shall terminate automatically as of the close
of business on the day preceding the fifth anniversary date of its effectiveness
or earlier by  resolution  of the Board,  or upon  consummation  of any  merger,
consolidation  or other  reorganization  in which the options granted  hereunder
terminate, all as described in Section 9(b) hereof.

     14. Stock Option  Agreement.  Each option  granted  under the Plan shall be
evidenced by a written agreement  executed by the Chief Executive Officer of the
Corporation  and accepted by the  optionee,  which (i) shall contain each of the
provisions and agreements herein specifically  required to be contained therein,
(ii) may  contain  the  agreement  of the  optionee  to render  services  to the
Corporation  or any Subsidiary for a period of time to be determined by the Plan
Committee,  and (iii) may contain  such other terms and  conditions  as the Plan
Committee deems desirable and which are not inconsistent with the Plan.

     15. No Right to Perform  Services.  Nothing in this Plan shall  confer upon
any optionee any right to continue to perform services for the Company, or shall
interfere  with or restrict in any way the rights of the Company to discharge or
terminate any employee, independent contractor or consultant at any time for any
reason whatsoever, with or without good cause.

  Executed and dated as of the date first written above at New York, New York.
                                                   
                                       BIOPHARMACEUTICS, INC.

                                       By: /s/ Edward Fine
                                           Edward Fine
                                           Chief Executive Officer
Exhibit 4.2

                             BIOPHARMACEUTICS, INC.
                             a Delaware corporation

                      NON-QUALIFIED STOCK OPTION AGREEMENT

Name of Optionee                                     Date Option Granted

Address                                                       No. __________

     This Agreement ("Agreement") is made as of the date set forth above between
Biopharmaceutics,  Inc., a Delaware corporation (hereinafter the "Company"), and
the optionee named above  (hereinafter  "Optionee").  The option granted by this
Agreement  is  designated  a  "Non-Qualified  Option"  granted  pursuant  to the
Biopharmaceutics,  Inc.,  1997  Non-Qualified  Stock Option Plan dated March 12,
1997 (the "Plan").

     1. Grant of Option.  Pursuant to and subject to the terms and conditions of
the Agreement,  the Company grants to the Optionee, a consultant to the Company,
the right and option  (the  "Option")  to  purchase  at $._____ per share on the
terms and  conditions  hereinafter  set forth all or any part of an aggregate of
__________ shares (the "Shares") of the currently authorized and unissued Common
Stock, par value $.001 per share.  The Option shall be exercisable,  in whole or
in part,  during the period  commencing with the date on which it is granted and
ending on December  31,  1997.  Nothing  contained  herein shall be construed to
limit or restrict the right of the Company or a parent or subsidiary corporation
of the Company to terminate the Optionee's services for the Company.

     2. Method of  Exercise.  The Option may be  exercised  pursuant  thereto by
written notice to the Company stating the number of shares with respect to which
the option is being  exercised,  together  with  payment in full,  or by written
acknowledgment,  duly executed by the Optionee,  of cancellation of indebtedness
for services  rendered to the Company,  of the purchase  price for the number of
Shares being  purchased.  Optionee hereby  acknowledges  that, as of the date of
this Agreement,  the aggregate  exercise price for the Options reflects the full
amount owing by the Company for services  rendered or otherwise,  and that these
Options  represent  satisfaction  in full of all amounts owing by the Company to
Optionee.  If requested by the Board of Directors,  prior to the delivery of any
Shares,  the Optionee shall supply the Board of Directors with a  representation
that the Shares are not being acquired with a view to  distribution  and will be
sold or otherwise  disposed of only in accordance  with  applicable  federal and
state statutes, rules and regulations.

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

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

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

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

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

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

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

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

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

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

Executed by the Company as of this _____ date of _______________, 1997.

                                    BIOPHARMACEUTICS, INC.
                                    a Delaware corporation

                                    By: _______________________

ACCEPTED:

("Optionee")

By: __________________________                __________________________
                                                        Date
Exhibit 5.1
                              ALFRED V. GRECO,P.C.                 23.1
                          A Professional Corporation
                         666 Fifth Avenue (14th Floor)
                             New York, N.Y. 10108

Alfred V. Greco                                             Tel.212-246-6550
Attorney At Law                                             Fax 212-582-0176

May 19, 1997

Securities and Exchange Commission
450 Fifth Street,N.W.
Washington, D.C. 20549

            Re:   Biopharmaceutics, Inc. (the "Company")
                  Form S-8 Registration Statement

Gentlemen:

The undersigned is required to render an opinion concerning the filing of a
Form s-8 Registration statement registering 720,000 shares pursuant to the 
Company's 1997 Non-Qualified Stock Option Plan (the "Plan").  In this
connection the undersigned has among other things, reviewed the Plan,the
Form S-8 Registration Statement, Prospectus, Form of Option, the minutes and
by-laws of the corporation, corporate records and other filings with the
Securities and Exchange Commission, consulted with the principals of the 
Company and engaged in such other research and review as deemed applicable and
pertinent hereto.

Based upon the results of such inguiry and knowledge and information gleaned
from the various documentation, the undersigned is of the opinion that the
720,000 shares which are the subject of the registration statement,have been
properly and duly reserved for issuance pursuant to the Company's Plan and
such shares, issuable upon exercise of options granted pursuant to the Plan by
the Company's Board of Directors, when issued upon receipt of payment
therefor,will be validly issued, fully paid and nonassessable.

The undersigned hereby consents to the use of its name and all references to
this firm in the Form S-8 Registration Statement covering shares reserved
under its 1997 Non-Qualified Stock Option Plan.

Very truly yours,

Alfred V. Greco, P.C.

/s/ Alfred V. Greco
Alfred V. Greco
EXHIBIT 23.2

  
                   
                     CONSENT OF INDEPENDENT AUDITORS

To the Board of Directors of
Biopharmaceutics, Inc.
Bellport, New York

        We hereby consent to the inclusion of our report on the 
consolidated financial statements and schedules of Biopharmaceutics,
Inc. for the year ended September 30, 1996 in the Form S-8 Registration
Statement covering shares reserved under its 1997 Non-qualified Stock
Option Plan.

                                   /s/ Farber, Blicht & Eyerman, LLP

Plainview, New York
May 20, 1997