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)


                            BIOPHARMACEUTICS, INC.
             1997 EMPLOYEE AND CONSULTANT 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)
                         6,500,000              $0.60                  $3,900,000             $1,344.83
======================== ====================== ====================== ====================== ======================

<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  Employee  and  Consultants  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) 286-5900.

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 7:  Not Applicable

ITEM 8:  Exhibits.

 4.1      1997 Employee and Consultant 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 Weiseberg
Barry Weissberg            Director                           May 16, 1997
                                                                           









<PAGE>


                                  EXHIBIT INDEX

                                                                 Sequentially
Document Description of Document                                 Numbered Page

4.1        1997 Employee and Consultant Stock Option Plan            10
4.2        Form of Stock Option Agreement
             between Registrant and Grantee                          16
5.1        Opinion of Alfred V. Greco, P.C.                          18
23.1       Consent of Alfred V. Greco, P.C.
             (contained in opinion)                                  18
23.2       Consent of Farber, Blicht & Eyerman                       19

<PAGE>

                                                                  Exhibit 4.1
                         
                             BIOPHARMACEUTICS, INC.
                 1997 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN

                                    SECTION 1
                                    PURPOSES.
         BIOPHARMACEUTICS, INC. (the "Company") desires to afford certain of its
key employees,  officers and  consultants  who are responsible for the continued
growth of the Company an  opportunity  to acquire a proprietary  interest in the
Company,  and thus to create in such  individuals  an  increased  in and greater
concern for the welfare of the Company and its subsidiaries.

        The Company,  by means of this Employee and Consultant Stock Option Plan
(the "Plan"),  seeks to retain the services of persons now holding key positions
and to secure the services of persons capable of filling such positions.

         The stock options offered pursuant to the Plan are a matter of separate
inducement  and are not in lieu of any  salary  or  other  compensation  for the
services of any key employee or consultant.

         The stock  options  granted  under the Plan are  intended  to be either
incentive  stock  options  within the  meaning of  Section  422 of the  Internal
Revenue Code of 1986, as amended,  or options that do not meet the  requirements
for incentive stock options.

                                    SECTION 2

                                  DEFINITIONS.

         As used in the Plan,  the  following  terms shall have the meanings set
forth below:

     (a)  "Affiliate"  shall mean (i) any entity  that,  directly or  indirectly
through one or more  intermediaries,  is  controlled by the Company and (ii) any
entity in which the Company has a significant equity interest.

     (b) "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time, and any regulations promulgated thereunder.

     (c)  "Committee"  shall mean a committee  of the Board of  Directors of the
Company  designated by such Board to administer the Plan, which shall consist of
not less than two (2) "Non-Employee  Directors," as such term is defined in Rule
16b-3(b)(3)(i)  promulgated  under  the  Securities  Exchange  Act of  1934,  as
amended,  each having the  requisite  qualifications  thereunder  to satisfy the
requirements of Rule 16b-3.

     (d) "Company" shall mean "BIOPHARMACEUTICS, INC.", a Delaware corporation.

     (e)  "Eligible  Person"  shall mean any  employee,  officer  or  consultant
providing services to the Company or any Affiliate who the Committee  determines
to be an Eligible  Person. A director of the Company who is not also an employee
of the Company or an Affiliate shall not be an Eligible Person.

     (f) "Fair Market Value" shall mean the closing "bid" price of the Company's
Shares on the date in question as quoted on the Electronic Bulletin Board of the
National  Association of Securities  Dealers or its Automated  Quotation  System
("NASDAQ") or on any successor national stock exchange on which the Common Stock
is then traded,  provided,  however, that if on the date in question there is no
public market for the Company's  Shares and they are neither  quoted on "NASDAQ"
nor traded on a national securities  exchange,  then the Committee shall, in its
sole discretion and best judgment, determine the Fair Market Value.

     (g)  "Incentive  Stock Option" shall mean an option  granted under the Plan
that is  intended  to meet the  requirements  of Section  422 of the Code or any
successor provision.

     (h)  "Non-Qualified  Stock Option"  shall mean an option  granted under the
Plan that is not intended to be an Incentive Stock Option.

     (i) "Option" shall mean an Incentive Stock Option or a Non-Qualified  Stock
Option.

     (j)  "Option  Agreement"  shall mean any  written  agreement,  contract  or
document evidencing any Option granted under the Plan.

     (k) "Participant" shall mean an Eligible Person designated to be granted an
Option under the Plan.

     (l)  "Person"  shall  mean  any   individual,   corporation,   partnership,
association, limited liability company, association or trust.

     (m) "Plan" shall mean this 1996 Employee and Consultant  Stock Option Plan,
as amended from time to time.

     (n) "Rule 16b-3" shall mean Rule 16b-3  promulgated  by the  Securities and
Exchange  Commission under the Securities  Exchange Act of 1934, as amended,  or
any successor rule or regulation.

     (o) "Shares"  shall mean shares of Common  Stock,  $.001 par value,  of the
Company.

                                    SECTION 3

                                 ADMINISTRATION.

     (a) Power and Authority of the Committee. The Plan shall be administered by
the Committee.  Subject to the express  provisions of the Plan and to applicable
law,  the  Committee  shall have full  power and  authority  to:  (i)  designate
Participants; (ii) determine the types of Options (e.g., whether Incentive Stock
Options or Non-Qualified  Stock Options) to be granted to each Participant under
the Plan;  (iii)  determine  the number of Shares to be covered by each  Option;
(iv) determine the terms and conditions of any Option  Agreement;  (v) amend the
terms and conditions of any Option  Agreement and accelerate the  exercisability
of Options covered thereunder;  (vi) determine whether, to what extent and under
what  circumstances  Options may be exercised in cash, Shares or other property,
or canceled, forfeited or suspended; (vii) determine whether, to what extent and
under what  circumstances  Options shall be deferred either  automatically or at
the  election  of the holder  thereof or the  Committee;  (viii)  interpret  and
administer  the Plan and any  instrument  or Option  Agreement  relating  to, or
Option  granted under the Plan;  (ix)  establish,  amend,  suspend or waive such
rules and regulations  and appoint such agents as it shall deem  appropriate for
the proper  administration of the Plan; and (x) make any other determination and
take any other action that the  Committee  deems  necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations,  interpretations and other decisions under or with
respect to the Plan or any Option  shall be within  the sole  discretion  of the
Committee,  may be made at any time and shall be final,  conclusive  and binding
upon any Participant,  any holder or beneficiary of any Option granted under the
Plan and any employee of the Company or any Affiliate.

                                    SECTION 4

                           AVAILABLE SHARES SUBJECT TO OPTION.

     (a) Shares  Available.  The total number of Shares for which Options may be
granted  pursuant to the Plan shall be  6,500,000  Shares of the Common Stock in
the aggregate,  subject to adjustment as provided in Section 4(c). If any Shares
covered  by an Option or to which an Option  relates  are not  purchased  or are
forfeited,  or if an Option otherwise expires, then the number of Shares counted
against the aggregate  number of Shares available under the Plan with respect to
such Option, to the extent of any such forfeiture or termination, shall again be
available for Options under the Plan.

     (b)  Accounting  for  Shares  Covered by an Option.  For  purposes  of this
Section  4, the number of Shares  covered  by an Option  shall be counted on the
date of grant of such Option  against the aggregate  number of Shares  available
for granting Options under the Plan.

     (c)  Adjustments.  In the event that the Committee shall determine that any
dividend  or other  distribution  (whether  in the form of cash,  Shares,  other
securities  or other  property),  recapitalization,  stock split,  reverse stock
split, reorganization,  merger, consolidation,  split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase  Shares or other  securities of the Company
or other similar rights to purchase Shares or other securities of the Company or
other similar  corporation  transaction  or event affects the Shares  subject to
Option  grants  under the Plan  such that an  adjustment  is  determined  by the
Committee to be appropriate  in order to prevent  dilution or enlargement of the
benefits or potential  benefits  intended to be made  available  under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the  number of Shares  which may  thereafter  be made the  subject of
Options;  (ii) the number of Shares subject to outstanding Option awards;  (iii)
the purchase or exercise  price with respect to any Option,  provided,  however,
that the number of Shares  covered by an Option or to which such Option  relates
shall always be a whole number.

     (d) Incentive Stock Options.  Notwithstanding the foregoing,  the number of
Shares  available for granting  Incentive Stock Options under the Plan shall not
exceed 5,000,000,  subject to adjustment as provided in the Plan and Section 422
or 424 of the Code or any successor provisions.

                                    SECTION 5

                                  ELIGIBILITY.

     Any Eligible  Person shall be eligible to be designated a  Participant.  In
determining  which Eligible Persons shall receive an Option and the terms of any
Option,  the Committee may take into account the nature of the services rendered
by the respective Eligible Persons, their present and potential contributions to
the  success  of the  Company or such other  factors  as the  Committee,  in its
discretion,  shall deem relevant.  Notwithstanding  the foregoing,  an Incentive
Stock Option may only be granted to fall or part-time  employees  (which term as
used herein includes,  without  limitation,  officers and directors who are also
employees) and an Incentive  Stock Option shall not be granted to an employee of
an Affiliate  unless such  Affiliate is also a "subsidiary  corporation"  of the
Company  within  the  meaning  of  Section  424(f) of the Code or any  successor
provision.

                                    SECTION 6

                                 OPTION AWARDS.

     The Committee is hereby  authorized to grant Options to  Participants  with
the following terms and conditions and with such additional terms and conditions
not  inconsistent  with  the  provisions  of the  Plan  as the  Committee  shall
determine:

         (i) Exercise Price. The purchase price per Share  purchasable  under an
Option  shall be  determined  by the  Committee,  provided,  however,  that such
purchase  price shall not be less than 100% of the Fair Market  Value of a Share
on the date of grant of such Option, provided further, however, that in the case
of an Incentive  Stock  Option  granted to a  Participant  who, at the time such
Option is  granted,  owns  Shares  of the  Company  or shares of any  subsidiary
corporation or parent  corporation of the Company which  possesses more than ten
percent (10%) of the total combined voting power of all classes of shares of the
Company or of any subsidiary  corporation  or parent  corporation of the Company
(hereinafter,  a "10%  Shareholder),  the purchase price for each Share shall be
such amount as the Committee in its best judgment shall determine to be not less
than one hundred ten  percent  (110%) of the Fair Market  Value per Share at the
date the Incentive Stock Option is granted.  In determining stock ownership of a
Participant  for any purposes under the Plan, the rules of Section 424(d) of the
Code shall be applied,  and the  Committee may rely on  representations  of fact
made to it by Participant and believed by it to be true.

         (ii)  Option  Term.  The  term of each  Option  shall  be  fixed by the
Committee  which in any event shall not exceed a term of ten (10) years from the
date of the  grant,  provided,  however,  that the term of any  Incentive  Stock
Option  granted  to any 10%  Shareholder  shall  not be  exercisable  after  the
expiration  of five (5) years  from the date such  Incentive  Stock  option  was
granted.

         (iii)  Maximum Grant of Incentive  Stock  Options.  The aggregate  Fair
Market Value  (determined on the date the Incentive  Stock Option is granted) of
Shares subject to an Incentive Stock Option (when first exercisable)  granted to
a Participant by the Committee in any calendar year shall not exceed $ .

         (iv) Time and  Method of  Exercise.  Subject to the  provisions  of the
Plan, the Committee  shall determine the time or times at which an Option may be
exercised  in whole or in part and the method or methods by which,  and the form
or forms (including,  without limitation,  cash, Shares, promissory notes, other
securities,  other property,  or any combination  thereof,  having a Fair Market
Value on the  exercise  date  equal to the  relevant  exercise  price) in which,
payment of the exercise price with respect thereto may be made or deemed to have
been made.

         (v) Limits on Transfer of Options. No Option shall be transferable by a
Participant  otherwise than by will or by the laws of descent and  distribution;
provided,  however,  that, if so determined by the Committee, a Participant may,
in  the  manner  established  by  the  Committee,  designate  a  beneficiary  or
beneficiaries  to exercise the rights of the  Participant and receive any Shares
purchased  with  respect to any Option upon the death of the  Participant.  Each
Option  shall be  exercisable  during  the  Participant's  lifetime  only by the
Participant  or, if  permissible  under  applicable  law,  by the  Participant's
guardian  or legal  representative.  No Option or Shares  underlying  any Option
shall be pledged, alienated, attached or otherwise encumbered, and any purported
pledge,  alienation,  attachment  or  encumbrance  thereof  shall  be  void  and
unenforceable against the Company or any Affiliate.

         (vi) Restrictions;  Securities  Exchange Listing.  All certificates for
Shares delivered upon the exercise of Options under the Plan shall be subject to
such stop  transfer  orders and other  restrictions  as the  Committee  may deem
advisable under the Plan or the rules, regulations and other requirements of the
Securities  and  Exchange   Commission  and  any  applicable  federal  or  state
securities laws, and the Committee may cause a legend or legends to be placed on
such  certificates to make appropriate  reference to such  restrictions.  If the
Shares or other  securities are traded on a national  securities  exchange,  the
Company shall not be required to deliver any Shares  covered by an Option unless
and until  such  Shares  have  been  admitted  for  trading  on such  securities
exchange.

     (vii) Termination of Employment.

     (A) Upon termination of the employment or consultancy,  as the case may be,
of any Participant,  an Option  previously  granted to the  Participant,  unless
otherwise  specified by the  Committee in the Option,  shall,  to the extent not
theretofore exercised, terminate and become null and void, provided that:

         (a) if the Participant  shall die while in the employ of the Company or
         during either the three (3) month or one (1) year period,  whichever is
         applicable,  specified  in  clause  (b)  below  and at a time when such
         Participant was entitled to exercise an Option as herein provided,  the
         legal  representative of such Participant,  or such Person who acquired
         such Option by bequest or  inheritance or by reason of the death of the
         Participant,  may,  not later than one (1) year from the date of death,
         exercise  such  Option,  to the extent not  theretofore  exercised,  in
         respect  of any or all of such  number of Shares  as  specified  by the
         Committee in such Option; and

         (b) with respect to Participants  who are employees,  if the employment
         of any  employee  to whom such  Option  shall have been  granted  shall
         terminate by reason of the  Employee's  retirement (at such age or upon
         such  conditions  as shall be  specified  by the  Board of  Directors),
         disability (as described in Section  22(e)(3) of the Code) or dismissal
         by the employer other than for cause (as defined below), and while such
         employee  Participants  entitled  to  exercise  such  option  as herein
         provided,  such employee  Participant  shall have the right to exercise
         such Option so granted,  to the extent not  theretofore  exercised,  in
         respect  of any or all of such  number of Shares  as  specified  by the
         Committee in such Option, at any time up to and including (i) three (3)
         months after the date of such  termination of employment in the case of
         termination  by reason of retirement or dismissal  other than for cause
         and (ii) one (1) year after the date of  termination  of  employment in
         the case of termination by reason of disability.

     (B) If a  Participant  voluntarily  terminates  his or  her  employment  or
consultancy,  as the case may be, or is discharged for cause, any Option granted
hereunder  shall,  unless  otherwise  specified by the  Committee in the Option,
forthwith terminate with respect to any unexercised portion thereof.

     (C) If an  Option  granted  hereunder  shall  be  exercised  by  the  legal
representative  of a  deceased  or  disabled  Participant,  or by a  person  who
acquired an Option  granted  hereunder by bequest or inheritance or by reason of
death of any such person,  written  notice of such exercise shall be accompanied
by a certified copy of letters  testamentary or equivalent proof of the right of
such legal representative or other person to exercise such Option.

     (D) For all purposes of the Plan, the term "for cause" shall mean, (i) with
respect to a Participant  who is a party to a written  employment or consultancy
agreement  with the Company,  as the case may be, which contains a definition of
"for cause" or "cause" (or words of like import) for purposes of  termination of
employment or consultancy  thereunder by the Company,  "for cause" or "cause" as
defined in the most recent of such  agreements,  or (ii) in all other cases,  as
determined by the  Committee,  in its sole  discretion,  that one or more of the
following  has  occurred:  (W) any  failure by a  Participant  to  substantially
perform his or her employment or consultancy  duties,  as the case may be, which
shall not have been corrected  within thirty (30) days following  written notice
thereof,  (X) any engaging by such  Participant in misconduct or, in the case of
an officer  Participant,  any failure or refusal by such officer  Participant to
follow the  directions  of the Company's  Board of Directors or Chief  Executive
Officer of the Company which, in either case, is injurious to the Company or any
Affiliate,  (Y) any breach by a  Participant  of any  covenant  contained in the
instrument  pursuant  to which an Option is granted,  or (Z) such  Participant's
conviction of or entry of a plea of nolo contendere in respect of any felony, or
of a  misdemeanor  which  results  in or is  reasonably  expected  to  result in
economic or reputational injury to the Company or any of its Affiliates.

                                    SECTION 7

                     AMENDMENT AND TERMINATION; ADJUSTMENTS.

     Except to the extent  prohibited  by  applicable  law and unless  otherwise
expressly provided in an Option Agreement or in the Plan:

     (a)  Amendments  to the Plan.  The Board of  Directors  of the  Company may
amend, alter,  suspend,  discontinue or terminate the Plan;  provided,  however,
that,  notwithstanding  any other provision of the Plan or any Option Agreement,
without the  approval of the  stockholders  of the Company,  no such  amendment,
alteration,  suspension,  discontinuation  or  termination  shall be made  that,
absent such approval:

     (i) would cause Rule 16b-3 to become unavailable with respect to the Plan;

     (ii) would  violate the rules or  regulations  of any  national  securities
exchange  on  which  the  Shares  of the  Company  are  traded  or the  rules or
regulations  of the National  Association of Securities  Dealers,  Inc. that are
applicable to the Company; or

     (iii)  would  cause the  Company  to be  unable,  under the Code,  to grant
Incentive Stock Options under the Plan.

     (b) Amendments to Option Grants. The Committee may waive any conditions
or rights of the Company under any outstanding  Option grant,  prospectively  or
retroactively.  The  Committee may not amend,  alter,  suspend,  discontinue  or
terminate any outstanding Option grant, prospectively or retroactively,  without
the  consent of the  Participant  or holder or  beneficiary  thereof,  except as
otherwise herein provided.

     (c) Correction of Defects,  Omissions and  Inconsistencies.  The Committees
may correct any defect,  supply any omission or reconcile any  inconsistency  in
the Plan or any Option in the  manner and to the extent it shall deem  desirable
to carry the Plan into effect.


                                    SECTION 8

                      INCOME TAX WITHHOLDING; TAX BONUSES.

        (a) Withholding. In order to comply with all applicable federal or state
income tax laws or  regulations,  the  Company  may take such action as it deems
appropriate to ensure that all applicable federal or state payroll, withholding,
income or other  taxes,  which  are the sole and  absolute  responsibility  of a
Participant, are withheld or collected from such Participant. In order to assist
a  Participant  in paying all or a portion of the  federal and state taxes to be
withheld  or  collected  upon  exercise  of any Option,  the  Committee,  in its
discretion and subject to such additional  terms and conditions as it may adopt,
may permit the  Participant  to satisfy such tax  obligation  by (i) electing to
have the Company withhold a portion of the Shares otherwise to be delivered upon
exercise  of any Option  with a Fair  Market  Value  equal to the amount of such
taxes or (ii)  delivering to the Company  Shares other than the Shares  issuable
upon  exercise of the  applicable  Option with a Fair Market  Value equal to the
amount of such taxes.  The election,  if any, must be made on or before the date
that the amount of tax to be withheld is determined.

         (b) Tax  Bonuses.  The  Committee,  in its  discretion,  shall have the
authority,  at the time of grant of any  Option  under  this Plan or at any time
thereafter,  to approve cash bonuses to designated  Participants to be paid upon
their  exercise in order to provide funds to pay all or a portion of federal and
sate  taxes due as a result of such  exercise.  The  Committee  shall  have full
authority in its discretion to determine the amount of any such tax bonus.

                                    SECTION 9

                               GENERAL PROVISIONS.

     (a) No Rights to Option Grants.  No Eligible  Person,  Participant or other
Person shall have any claim to be granted an Option under the Plan, and there is
no obligation for uniformity of treatment of Eligible  Persons,  Participants or
holders  or  beneficiaries  of  Options  granted  under the Plan.  The terms and
conditions  of Options need not be the same with respect to any  Participant  or
with respect to different Participants.

     (b) Option  Agreements.  No  Participant  will have rights  under an Option
granted to such Participant unless and until an Option Agreement shall have been
duly executed on behalf of the Company.  Each Option  Agreement  shall set forth
the terms and conditions of any Option granted to a Participant  consistent with
the provisions of this Plan.

     (c) No Limit on Other Compensation  Arrangements.  Nothing contained in the
Plan shall prevent the Company or any  Affiliate  from adopting or continuing in
effect other or additional compensation arrangements,  and such arrangements may
be either generally applicable or applicable only in specific cases.

     (d) No Right to  Employment.  The grant of an Option shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any  Affiliate,  nor will it affect in any way the  right of the  Company  or an
Affiliate to terminate such  employment at any time,  with or without cause.  In
addition, the Company or an Affiliate may at any time dismiss a Participant from
employment free from any liability or any claim under the Plan, unless otherwise
expressly provided in the Plan or in any Option Agreement. 

     (e) Governing Law. The validity, construction and effect of the Plan or any
Option granted hereunder,  and any rules and regulations relating to the Plan or
any Option granted hereunder, shall be determined in accordance with the laws of
the State of Connecticut except to the extent preempted by Federal law.

     (f) Severability.  If any provision of the Plan or any Option is or becomes
or is deemed to be invalid,  illegal or  unenforceable  in any  jurisdiction  or
would  disqualify the Plan or any Option under any law deemed  applicable by the
Committee,  such  provision  shall be construed or deemed  amended to conform to
applicable laws, or if it cannot be so construed or deemed amended  without,  in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Option, such provision shall be stricken as to such jurisdiction
or Option,  and the  remainder  of the Plan or any Option  shall  remain in full
force and effect.

     (g) Section  Headings.  The section  headings  included herein are only for
convenience, and they shall have no effect on the interpretation of the Plan.

                                   SECTION 10

                           EFFECTIVE DATE OF THE PLAN.

     The Plan shall be effective on March 12, 1997 (the "Plan Effective  Date"),
subject  to  approval  by  the  Company's   stockholders  within  one  (1)  year
thereafter.

                                   SECTION 11

                                TERM OF THE PLAN.

         Unless the Plan shall have been  discontinued or terminated as provided
in Section 7(a), the Plan shall  terminate on March 12, 2007. No Option shall be
granted after the termination of the Plan.  However,  unless otherwise expressly
provided  in  the  Plan  or  in  an  applicable  Option  Agreement,  any  Option
theretofore  granted  may extend  beyond the  termination  of the Plan,  and the
authority of the Committee  provided for hereunder  with respect to the Plan and
any Option grants, and the authority of the Board of Directors of the Company to
amend the Plan, shall extend beyond the termination of the Plan.


     IN WITNESS WHEREOF,  this Plan has been executed at Bellport,  New York, on
this day of  March 12, 1997.

                                     BIOPHARMACEUTICS, INC.



                                     By    /s/ Edward Fine            
                                          President and
                                          Chief Executive Officer


<PAGE>

                                                            Exhibit 4.2


                             Stock Option Agreement

     The Board of  Directors  of  Biopharmaceutics,  Inc.  (the  "Company")  has
authorized and approved,  and the Company's stockholders have approved, the 1997
Employee and  Consultant  Stock Option Plan (the "Plan").  The Plan provides for
the  grant  of  Options  to  employees  including  officers  and  directors  and
consultants of the Company.  Unless otherwise  provided herein all defined terms
shall have the respective meanings ascribed to them under the Plan.

     1.Grant  of Option.  Pursuant  to  authority  granted to it by the Board of
Directors and under the Plan, the Committee  responsible for  administering  the
Plan hereby grants to  you,__________________  as an employee of the Company and
as   of____________ , 1997    (the    "Grant     Date"),     the     following
Options____________________________________________________  Each Option permits
you to purchase one share of the  Company's  Common  Stock,  $.001 par value per
share.

     2.Character of Options. Pursuant to the Plan, Options granted herein may be
Incentive Stock Options or Non-Qualified  Stock Options,  or both. To the extent
permitted  under the Plan and by law,  such  Options  shall first be  considered
Incentive Stock Options.

     3.Exercise  Price. The Exercise Price for each  Non-Qualified  Stock Option
granted  herein  shall be $____  per  Share,  and the  exercise  price  for each
Incentive Stock Option granted herein shall be $____ per Share. It is agreed and
determined by the Committee  that the Fair Market Value of the Company's  Common
Stock subject to the Options herein on the date of grant is $______ per Share.

     4. Payment of Exercise Price.  Options  represented hereby may be exercised
in whole or in part by you by  delivering  to the  Company  your  payment of the
Exercise  Price of the Option(s) so exercised in cash,  Shares,  or in such form
permitted under the Plan, or any combination thereof, having a Fair Market Value
on the  exercise  date  equal to the  relevant  exercise  price of the  relevant
Options being exercised.

     5. Term of Options.  The term of each Option  granted herein shall be for a
term of ten (10) years from the Grant Date, provided,  however, that the term of
any Incentive  Stock Option granted  herein shall not be  exercisable  after the
expiration of five (5) years from the Grant Date.

     6. Limits on Transfer of Options.  The Options  granted herein shall not be
transferable  by you  otherwise  than  by will or by the  laws  of  descent  and
distribution;  provided,  however,  that  you may  designate  a  beneficiary  or
beneficiaries  to exercise  your rights and  receive any Shares  purchased  with
respect to any Option upon your death.  Each Option shall be exercisable  during
your lifetime only by you or, if permissible under applicable law, by your legal
representative.  No Option herein granted or Shares  underlying any Option shall
be pledged,  alienated,  attached or  otherwise  encumbered,  and any  purported
pledge,   alienation  attachment  or  encumbrance  thereof  shall  be  void  and
unenforceable against the Company or any Affiliate.

     7.  Termination of Employment.  (A) Upon the termination of your employment
with the  Company,  and to the extent not  theretofore  exercised,  your Options
shall continue to be valid, provided, however, that:

         (a) if you die while in the employ of the Company or during  either the
         three  (3)  month  or one (1) year  period,  whichever  is  applicable,
         specified  in clause (b) below and at a time when you  otherwise  would
         have been entitled to exercise Options as herein  provided,  your legal
         representative,  or any Person who acquires  such Options by bequest or
         inheritance  or by reason of your  death,  may,  not later than one (1)
         year from the date of death,  exercise such Options,  to the extent not
         theretofore  exercised,  in  respect  of any or all of such  number  of
         Shares; and

         (b) if your employment shall terminate by reason of retirement (at such
         age or upon  such  conditions  as shall be  specified  by the  Board of
         Directors),  disability (as described in Section  22(c)(3) of the Code)
         or  dismissal by the Company  other than for cause (as defined  below),
         and while you are entitled to exercise such Options as herein provided,
         you shall have the right to exercise  such  Options so granted,  to the
         extent  not  theretofore  exercised,  in  respect of any or all of such
         number of Shares,  at any time up to and including (i) three (3) months
         after  the  date of  such  termination  of  employment  in the  case of
         termination  by reason of retirement or dismissal  other than for cause
         and (ii) one (1) year after the date of  termination  of  employment in
         the case of termination by reason of disability.

                (B)  If  you  voluntarily  terminate  your  employment,  or  are
discharged for cause,  any Options granted  hereunder shall forthwith  terminate
with respect to any unexercised portion thereof.

                (C) If any Options granted  hereunder shall be exercised by your
legal representative of you should die or become disabled,  or by any person who
acquired any Options granted hereunder by bequest or inheritance or by reason of
death of any such person written notice of such exercise shall be accompanied by
a certified  copy of letters  testamentary  or equivalent  proof of the night of
such legal representative or other person to exercise such Options.

         (D) For all  purposes  of the Plan,  the term "for  cause"  shall  mean
"cause" as defined in your employment agreement with the Company.

         8.  Restrictions,  Securities  Exchange  Listing.  All certificates for
Shares delivered upon the exercise of Options granted herein shall be subject to
such stop  transfer  orders and other  restrictions  as the  Committee  may deem
advisable under the Plan or the rules, regulations and other requirements of the
Securities and Exchange  Commission  ("SEC") and any applicable federal or state
securities laws, and the Committee may cause a legend or legends to be placed on
such  certificates to make appropriate  reference to such  restrictions.  If the
Shares or other  securities are traded on a national  securities  exchange,  the
Company shall not be required to deliver any Shares  covered by an Option unless
and until  such  Shares  have  been  admitted  for  trading  on such  securities
ex

<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  6,520,000 shares pursuant to the
Company's 1997 Employeee and Consultant 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 6,500,000  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 Employee and Consultant 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 Employee and Consultant 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": 57232}]
{"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": "333-27751", "film-number": "97613778"}, "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)

                            BIOPHARMACEUTICS, INC.
             1997 EMPLOYEE AND CONSULTANT 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)
                         6,500,000              $0.60                  $3,900,000             $1,344.83
======================== ====================== ====================== ====================== ======================
(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  Employee  and  Consultants  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) 286-5900.

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 7:  Not Applicable

ITEM 8:  Exhibits.

 4.1      1997 Employee and Consultant 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 Weiseberg
Barry Weissberg            Director                           May 16, 1997
EXHIBIT INDEX

                                                                 Sequentially
Document Description of Document                                 Numbered Page

4.1        1997 Employee and Consultant Stock Option Plan            10
4.2        Form of Stock Option Agreement
             between Registrant and Grantee                          16
5.1        Opinion of Alfred V. Greco, P.C.                          18
23.1       Consent of Alfred V. Greco, P.C.
             (contained in opinion)                                  18
23.2       Consent of Farber, Blicht & Eyerman                       19
Exhibit 4.1
                         
                             BIOPHARMACEUTICS, INC.
                 1997 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN

                                    SECTION 1
                                    PURPOSES.
         BIOPHARMACEUTICS, INC. (the "Company") desires to afford certain of its
key employees,  officers and  consultants  who are responsible for the continued
growth of the Company an  opportunity  to acquire a proprietary  interest in the
Company,  and thus to create in such  individuals  an  increased  in and greater
concern for the welfare of the Company and its subsidiaries.

        The Company,  by means of this Employee and Consultant Stock Option Plan
(the "Plan"),  seeks to retain the services of persons now holding key positions
and to secure the services of persons capable of filling such positions.

         The stock options offered pursuant to the Plan are a matter of separate
inducement  and are not in lieu of any  salary  or  other  compensation  for the
services of any key employee or consultant.

         The stock  options  granted  under the Plan are  intended  to be either
incentive  stock  options  within the  meaning of  Section  422 of the  Internal
Revenue Code of 1986, as amended,  or options that do not meet the  requirements
for incentive stock options.

                                    SECTION 2

                                  DEFINITIONS.

         As used in the Plan,  the  following  terms shall have the meanings set
forth below:

     (a)  "Affiliate"  shall mean (i) any entity  that,  directly or  indirectly
through one or more  intermediaries,  is  controlled by the Company and (ii) any
entity in which the Company has a significant equity interest.

     (b) "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time, and any regulations promulgated thereunder.

     (c)  "Committee"  shall mean a committee  of the Board of  Directors of the
Company  designated by such Board to administer the Plan, which shall consist of
not less than two (2) "Non-Employee  Directors," as such term is defined in Rule
16b-3(b)(3)(i)  promulgated  under  the  Securities  Exchange  Act of  1934,  as
amended,  each having the  requisite  qualifications  thereunder  to satisfy the
requirements of Rule 16b-3.

     (d) "Company" shall mean "BIOPHARMACEUTICS, INC.", a Delaware corporation.

     (e)  "Eligible  Person"  shall mean any  employee,  officer  or  consultant
providing services to the Company or any Affiliate who the Committee  determines
to be an Eligible  Person. A director of the Company who is not also an employee
of the Company or an Affiliate shall not be an Eligible Person.

     (f) "Fair Market Value" shall mean the closing "bid" price of the Company's
Shares on the date in question as quoted on the Electronic Bulletin Board of the
National  Association of Securities  Dealers or its Automated  Quotation  System
("NASDAQ") or on any successor national stock exchange on which the Common Stock
is then traded,  provided,  however, that if on the date in question there is no
public market for the Company's  Shares and they are neither  quoted on "NASDAQ"
nor traded on a national securities  exchange,  then the Committee shall, in its
sole discretion and best judgment, determine the Fair Market Value.

     (g)  "Incentive  Stock Option" shall mean an option  granted under the Plan
that is  intended  to meet the  requirements  of Section  422 of the Code or any
successor provision.

     (h)  "Non-Qualified  Stock Option"  shall mean an option  granted under the
Plan that is not intended to be an Incentive Stock Option.

     (i) "Option" shall mean an Incentive Stock Option or a Non-Qualified  Stock
Option.

     (j)  "Option  Agreement"  shall mean any  written  agreement,  contract  or
document evidencing any Option granted under the Plan.

     (k) "Participant" shall mean an Eligible Person designated to be granted an
Option under the Plan.

     (l)  "Person"  shall  mean  any   individual,   corporation,   partnership,
association, limited liability company, association or trust.

     (m) "Plan" shall mean this 1996 Employee and Consultant  Stock Option Plan,
as amended from time to time.

     (n) "Rule 16b-3" shall mean Rule 16b-3  promulgated  by the  Securities and
Exchange  Commission under the Securities  Exchange Act of 1934, as amended,  or
any successor rule or regulation.

     (o) "Shares"  shall mean shares of Common  Stock,  $.001 par value,  of the
Company.

                                    SECTION 3

                                 ADMINISTRATION.

     (a) Power and Authority of the Committee. The Plan shall be administered by
the Committee.  Subject to the express  provisions of the Plan and to applicable
law,  the  Committee  shall have full  power and  authority  to:  (i)  designate
Participants; (ii) determine the types of Options (e.g., whether Incentive Stock
Options or Non-Qualified  Stock Options) to be granted to each Participant under
the Plan;  (iii)  determine  the number of Shares to be covered by each  Option;
(iv) determine the terms and conditions of any Option  Agreement;  (v) amend the
terms and conditions of any Option  Agreement and accelerate the  exercisability
of Options covered thereunder;  (vi) determine whether, to what extent and under
what  circumstances  Options may be exercised in cash, Shares or other property,
or canceled, forfeited or suspended; (vii) determine whether, to what extent and
under what  circumstances  Options shall be deferred either  automatically or at
the  election  of the holder  thereof or the  Committee;  (viii)  interpret  and
administer  the Plan and any  instrument  or Option  Agreement  relating  to, or
Option  granted under the Plan;  (ix)  establish,  amend,  suspend or waive such
rules and regulations  and appoint such agents as it shall deem  appropriate for
the proper  administration of the Plan; and (x) make any other determination and
take any other action that the  Committee  deems  necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations,  interpretations and other decisions under or with
respect to the Plan or any Option  shall be within  the sole  discretion  of the
Committee,  may be made at any time and shall be final,  conclusive  and binding
upon any Participant,  any holder or beneficiary of any Option granted under the
Plan and any employee of the Company or any Affiliate.

                                    SECTION 4

                           AVAILABLE SHARES SUBJECT TO OPTION.

     (a) Shares  Available.  The total number of Shares for which Options may be
granted  pursuant to the Plan shall be  6,500,000  Shares of the Common Stock in
the aggregate,  subject to adjustment as provided in Section 4(c). If any Shares
covered  by an Option or to which an Option  relates  are not  purchased  or are
forfeited,  or if an Option otherwise expires, then the number of Shares counted
against the aggregate  number of Shares available under the Plan with respect to
such Option, to the extent of any such forfeiture or termination, shall again be
available for Options under the Plan.

     (b)  Accounting  for  Shares  Covered by an Option.  For  purposes  of this
Section  4, the number of Shares  covered  by an Option  shall be counted on the
date of grant of such Option  against the aggregate  number of Shares  available
for granting Options under the Plan.

     (c)  Adjustments.  In the event that the Committee shall determine that any
dividend  or other  distribution  (whether  in the form of cash,  Shares,  other
securities  or other  property),  recapitalization,  stock split,  reverse stock
split, reorganization,  merger, consolidation,  split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase  Shares or other  securities of the Company
or other similar rights to purchase Shares or other securities of the Company or
other similar  corporation  transaction  or event affects the Shares  subject to
Option  grants  under the Plan  such that an  adjustment  is  determined  by the
Committee to be appropriate  in order to prevent  dilution or enlargement of the
benefits or potential  benefits  intended to be made  available  under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the  number of Shares  which may  thereafter  be made the  subject of
Options;  (ii) the number of Shares subject to outstanding Option awards;  (iii)
the purchase or exercise  price with respect to any Option,  provided,  however,
that the number of Shares  covered by an Option or to which such Option  relates
shall always be a whole number.

     (d) Incentive Stock Options.  Notwithstanding the foregoing,  the number of
Shares  available for granting  Incentive Stock Options under the Plan shall not
exceed 5,000,000,  subject to adjustment as provided in the Plan and Section 422
or 424 of the Code or any successor provisions.

                                    SECTION 5

                                  ELIGIBILITY.

     Any Eligible  Person shall be eligible to be designated a  Participant.  In
determining  which Eligible Persons shall receive an Option and the terms of any
Option,  the Committee may take into account the nature of the services rendered
by the respective Eligible Persons, their present and potential contributions to
the  success  of the  Company or such other  factors  as the  Committee,  in its
discretion,  shall deem relevant.  Notwithstanding  the foregoing,  an Incentive
Stock Option may only be granted to fall or part-time  employees  (which term as
used herein includes,  without  limitation,  officers and directors who are also
employees) and an Incentive  Stock Option shall not be granted to an employee of
an Affiliate  unless such  Affiliate is also a "subsidiary  corporation"  of the
Company  within  the  meaning  of  Section  424(f) of the Code or any  successor
provision.

                                    SECTION 6

                                 OPTION AWARDS.

     The Committee is hereby  authorized to grant Options to  Participants  with
the following terms and conditions and with such additional terms and conditions
not  inconsistent  with  the  provisions  of the  Plan  as the  Committee  shall
determine:

         (i) Exercise Price. The purchase price per Share  purchasable  under an
Option  shall be  determined  by the  Committee,  provided,  however,  that such
purchase  price shall not be less than 100% of the Fair Market  Value of a Share
on the date of grant of such Option, provided further, however, that in the case
of an Incentive  Stock  Option  granted to a  Participant  who, at the time such
Option is  granted,  owns  Shares  of the  Company  or shares of any  subsidiary
corporation or parent  corporation of the Company which  possesses more than ten
percent (10%) of the total combined voting power of all classes of shares of the
Company or of any subsidiary  corporation  or parent  corporation of the Company
(hereinafter,  a "10%  Shareholder),  the purchase price for each Share shall be
such amount as the Committee in its best judgment shall determine to be not less
than one hundred ten  percent  (110%) of the Fair Market  Value per Share at the
date the Incentive Stock Option is granted.  In determining stock ownership of a
Participant  for any purposes under the Plan, the rules of Section 424(d) of the
Code shall be applied,  and the  Committee may rely on  representations  of fact
made to it by Participant and believed by it to be true.

         (ii)  Option  Term.  The  term of each  Option  shall  be  fixed by the
Committee  which in any event shall not exceed a term of ten (10) years from the
date of the  grant,  provided,  however,  that the term of any  Incentive  Stock
Option  granted  to any 10%  Shareholder  shall  not be  exercisable  after  the
expiration  of five (5) years  from the date such  Incentive  Stock  option  was
granted.

         (iii)  Maximum Grant of Incentive  Stock  Options.  The aggregate  Fair
Market Value  (determined on the date the Incentive  Stock Option is granted) of
Shares subject to an Incentive Stock Option (when first exercisable)  granted to
a Participant by the Committee in any calendar year shall not exceed $ .

         (iv) Time and  Method of  Exercise.  Subject to the  provisions  of the
Plan, the Committee  shall determine the time or times at which an Option may be
exercised  in whole or in part and the method or methods by which,  and the form
or forms (including,  without limitation,  cash, Shares, promissory notes, other
securities,  other property,  or any combination  thereof,  having a Fair Market
Value on the  exercise  date  equal to the  relevant  exercise  price) in which,
payment of the exercise price with respect thereto may be made or deemed to have
been made.

         (v) Limits on Transfer of Options. No Option shall be transferable by a
Participant  otherwise than by will or by the laws of descent and  distribution;
provided,  however,  that, if so determined by the Committee, a Participant may,
in  the  manner  established  by  the  Committee,  designate  a  beneficiary  or
beneficiaries  to exercise the rights of the  Participant and receive any Shares
purchased  with  respect to any Option upon the death of the  Participant.  Each
Option  shall be  exercisable  during  the  Participant's  lifetime  only by the
Participant  or, if  permissible  under  applicable  law,  by the  Participant's
guardian  or legal  representative.  No Option or Shares  underlying  any Option
shall be pledged, alienated, attached or otherwise encumbered, and any purported
pledge,  alienation,  attachment  or  encumbrance  thereof  shall  be  void  and
unenforceable against the Company or any Affiliate.

         (vi) Restrictions;  Securities  Exchange Listing.  All certificates for
Shares delivered upon the exercise of Options under the Plan shall be subject to
such stop  transfer  orders and other  restrictions  as the  Committee  may deem
advisable under the Plan or the rules, regulations and other requirements of the
Securities  and  Exchange   Commission  and  any  applicable  federal  or  state
securities laws, and the Committee may cause a legend or legends to be placed on
such  certificates to make appropriate  reference to such  restrictions.  If the
Shares or other  securities are traded on a national  securities  exchange,  the
Company shall not be required to deliver any Shares  covered by an Option unless
and until  such  Shares  have  been  admitted  for  trading  on such  securities
exchange.

     (vii) Termination of Employment.

     (A) Upon termination of the employment or consultancy,  as the case may be,
of any Participant,  an Option  previously  granted to the  Participant,  unless
otherwise  specified by the  Committee in the Option,  shall,  to the extent not
theretofore exercised, terminate and become null and void, provided that:

         (a) if the Participant  shall die while in the employ of the Company or
         during either the three (3) month or one (1) year period,  whichever is
         applicable,  specified  in  clause  (b)  below  and at a time when such
         Participant was entitled to exercise an Option as herein provided,  the
         legal  representative of such Participant,  or such Person who acquired
         such Option by bequest or  inheritance or by reason of the death of the
         Participant,  may,  not later than one (1) year from the date of death,
         exercise  such  Option,  to the extent not  theretofore  exercised,  in
         respect  of any or all of such  number of Shares  as  specified  by the
         Committee in such Option; and

         (b) with respect to Participants  who are employees,  if the employment
         of any  employee  to whom such  Option  shall have been  granted  shall
         terminate by reason of the  Employee's  retirement (at such age or upon
         such  conditions  as shall be  specified  by the  Board of  Directors),
         disability (as described in Section  22(e)(3) of the Code) or dismissal
         by the employer other than for cause (as defined below), and while such
         employee  Participants  entitled  to  exercise  such  option  as herein
         provided,  such employee  Participant  shall have the right to exercise
         such Option so granted,  to the extent not  theretofore  exercised,  in
         respect  of any or all of such  number of Shares  as  specified  by the
         Committee in such Option, at any time up to and including (i) three (3)
         months after the date of such  termination of employment in the case of
         termination  by reason of retirement or dismissal  other than for cause
         and (ii) one (1) year after the date of  termination  of  employment in
         the case of termination by reason of disability.

     (B) If a  Participant  voluntarily  terminates  his or  her  employment  or
consultancy,  as the case may be, or is discharged for cause, any Option granted
hereunder  shall,  unless  otherwise  specified by the  Committee in the Option,
forthwith terminate with respect to any unexercised portion thereof.

     (C) If an  Option  granted  hereunder  shall  be  exercised  by  the  legal
representative  of a  deceased  or  disabled  Participant,  or by a  person  who
acquired an Option  granted  hereunder by bequest or inheritance or by reason of
death of any such person,  written  notice of such exercise shall be accompanied
by a certified copy of letters  testamentary or equivalent proof of the right of
such legal representative or other person to exercise such Option.

     (D) For all purposes of the Plan, the term "for cause" shall mean, (i) with
respect to a Participant  who is a party to a written  employment or consultancy
agreement  with the Company,  as the case may be, which contains a definition of
"for cause" or "cause" (or words of like import) for purposes of  termination of
employment or consultancy  thereunder by the Company,  "for cause" or "cause" as
defined in the most recent of such  agreements,  or (ii) in all other cases,  as
determined by the  Committee,  in its sole  discretion,  that one or more of the
following  has  occurred:  (W) any  failure by a  Participant  to  substantially
perform his or her employment or consultancy  duties,  as the case may be, which
shall not have been corrected  within thirty (30) days following  written notice
thereof,  (X) any engaging by such  Participant in misconduct or, in the case of
an officer  Participant,  any failure or refusal by such officer  Participant to
follow the  directions  of the Company's  Board of Directors or Chief  Executive
Officer of the Company which, in either case, is injurious to the Company or any
Affiliate,  (Y) any breach by a  Participant  of any  covenant  contained in the
instrument  pursuant  to which an Option is granted,  or (Z) such  Participant's
conviction of or entry of a plea of nolo contendere in respect of any felony, or
of a  misdemeanor  which  results  in or is  reasonably  expected  to  result in
economic or reputational injury to the Company or any of its Affiliates.

                                    SECTION 7

                     AMENDMENT AND TERMINATION; ADJUSTMENTS.

     Except to the extent  prohibited  by  applicable  law and unless  otherwise
expressly provided in an Option Agreement or in the Plan:

     (a)  Amendments  to the Plan.  The Board of  Directors  of the  Company may
amend, alter,  suspend,  discontinue or terminate the Plan;  provided,  however,
that,  notwithstanding  any other provision of the Plan or any Option Agreement,
without the  approval of the  stockholders  of the Company,  no such  amendment,
alteration,  suspension,  discontinuation  or  termination  shall be made  that,
absent such approval:

     (i) would cause Rule 16b-3 to become unavailable with respect to the Plan;

     (ii) would  violate the rules or  regulations  of any  national  securities
exchange  on  which  the  Shares  of the  Company  are  traded  or the  rules or
regulations  of the National  Association of Securities  Dealers,  Inc. that are
applicable to the Company; or

     (iii)  would  cause the  Company  to be  unable,  under the Code,  to grant
Incentive Stock Options under the Plan.

     (b) Amendments to Option Grants. The Committee may waive any conditions
or rights of the Company under any outstanding  Option grant,  prospectively  or
retroactively.  The  Committee may not amend,  alter,  suspend,  discontinue  or
terminate any outstanding Option grant, prospectively or retroactively,  without
the  consent of the  Participant  or holder or  beneficiary  thereof,  except as
otherwise herein provided.

     (c) Correction of Defects,  Omissions and  Inconsistencies.  The Committees
may correct any defect,  supply any omission or reconcile any  inconsistency  in
the Plan or any Option in the  manner and to the extent it shall deem  desirable
to carry the Plan into effect.

                                    SECTION 8

                      INCOME TAX WITHHOLDING; TAX BONUSES.

        (a) Withholding. In order to comply with all applicable federal or state
income tax laws or  regulations,  the  Company  may take such action as it deems
appropriate to ensure that all applicable federal or state payroll, withholding,
income or other  taxes,  which  are the sole and  absolute  responsibility  of a
Participant, are withheld or collected from such Participant. In order to assist
a  Participant  in paying all or a portion of the  federal and state taxes to be
withheld  or  collected  upon  exercise  of any Option,  the  Committee,  in its
discretion and subject to such additional  terms and conditions as it may adopt,
may permit the  Participant  to satisfy such tax  obligation  by (i) electing to
have the Company withhold a portion of the Shares otherwise to be delivered upon
exercise  of any Option  with a Fair  Market  Value  equal to the amount of such
taxes or (ii)  delivering to the Company  Shares other than the Shares  issuable
upon  exercise of the  applicable  Option with a Fair Market  Value equal to the
amount of such taxes.  The election,  if any, must be made on or before the date
that the amount of tax to be withheld is determined.

         (b) Tax  Bonuses.  The  Committee,  in its  discretion,  shall have the
authority,  at the time of grant of any  Option  under  this Plan or at any time
thereafter,  to approve cash bonuses to designated  Participants to be paid upon
their  exercise in order to provide funds to pay all or a portion of federal and
sate  taxes due as a result of such  exercise.  The  Committee  shall  have full
authority in its discretion to determine the amount of any such tax bonus.

                                    SECTION 9

                               GENERAL PROVISIONS.

     (a) No Rights to Option Grants.  No Eligible  Person,  Participant or other
Person shall have any claim to be granted an Option under the Plan, and there is
no obligation for uniformity of treatment of Eligible  Persons,  Participants or
holders  or  beneficiaries  of  Options  granted  under the Plan.  The terms and
conditions  of Options need not be the same with respect to any  Participant  or
with respect to different Participants.

     (b) Option  Agreements.  No  Participant  will have rights  under an Option
granted to such Participant unless and until an Option Agreement shall have been
duly executed on behalf of the Company.  Each Option  Agreement  shall set forth
the terms and conditions of any Option granted to a Participant  consistent with
the provisions of this Plan.

     (c) No Limit on Other Compensation  Arrangements.  Nothing contained in the
Plan shall prevent the Company or any  Affiliate  from adopting or continuing in
effect other or additional compensation arrangements,  and such arrangements may
be either generally applicable or applicable only in specific cases.

     (d) No Right to  Employment.  The grant of an Option shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any  Affiliate,  nor will it affect in any way the  right of the  Company  or an
Affiliate to terminate such  employment at any time,  with or without cause.  In
addition, the Company or an Affiliate may at any time dismiss a Participant from
employment free from any liability or any claim under the Plan, unless otherwise
expressly provided in the Plan or in any Option Agreement. 

     (e) Governing Law. The validity, construction and effect of the Plan or any
Option granted hereunder,  and any rules and regulations relating to the Plan or
any Option granted hereunder, shall be determined in accordance with the laws of
the State of Connecticut except to the extent preempted by Federal law.

     (f) Severability.  If any provision of the Plan or any Option is or becomes
or is deemed to be invalid,  illegal or  unenforceable  in any  jurisdiction  or
would  disqualify the Plan or any Option under any law deemed  applicable by the
Committee,  such  provision  shall be construed or deemed  amended to conform to
applicable laws, or if it cannot be so construed or deemed amended  without,  in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Option, such provision shall be stricken as to such jurisdiction
or Option,  and the  remainder  of the Plan or any Option  shall  remain in full
force and effect.

     (g) Section  Headings.  The section  headings  included herein are only for
convenience, and they shall have no effect on the interpretation of the Plan.

                                   SECTION 10

                           EFFECTIVE DATE OF THE PLAN.

     The Plan shall be effective on March 12, 1997 (the "Plan Effective  Date"),
subject  to  approval  by  the  Company's   stockholders  within  one  (1)  year
thereafter.

                                   SECTION 11

                                TERM OF THE PLAN.

         Unless the Plan shall have been  discontinued or terminated as provided
in Section 7(a), the Plan shall  terminate on March 12, 2007. No Option shall be
granted after the termination of the Plan.  However,  unless otherwise expressly
provided  in  the  Plan  or  in  an  applicable  Option  Agreement,  any  Option
theretofore  granted  may extend  beyond the  termination  of the Plan,  and the
authority of the Committee  provided for hereunder  with respect to the Plan and
any Option grants, and the authority of the Board of Directors of the Company to
amend the Plan, shall extend beyond the termination of the Plan.

     IN WITNESS WHEREOF,  this Plan has been executed at Bellport,  New York, on
this day of  March 12, 1997.

                                     BIOPHARMACEUTICS, INC.

                                     By    /s/ Edward Fine            
                                          President and
                                          Chief Executive Officer
Exhibit 4.2

                             Stock Option Agreement

     The Board of  Directors  of  Biopharmaceutics,  Inc.  (the  "Company")  has
authorized and approved,  and the Company's stockholders have approved, the 1997
Employee and  Consultant  Stock Option Plan (the "Plan").  The Plan provides for
the  grant  of  Options  to  employees  including  officers  and  directors  and
consultants of the Company.  Unless otherwise  provided herein all defined terms
shall have the respective meanings ascribed to them under the Plan.

     1.Grant  of Option.  Pursuant  to  authority  granted to it by the Board of
Directors and under the Plan, the Committee  responsible for  administering  the
Plan hereby grants to  you,__________________  as an employee of the Company and
as   of____________ , 1997    (the    "Grant     Date"),     the     following
Options____________________________________________________  Each Option permits
you to purchase one share of the  Company's  Common  Stock,  $.001 par value per
share.

     2.Character of Options. Pursuant to the Plan, Options granted herein may be
Incentive Stock Options or Non-Qualified  Stock Options,  or both. To the extent
permitted  under the Plan and by law,  such  Options  shall first be  considered
Incentive Stock Options.

     3.Exercise  Price. The Exercise Price for each  Non-Qualified  Stock Option
granted  herein  shall be $____  per  Share,  and the  exercise  price  for each
Incentive Stock Option granted herein shall be $____ per Share. It is agreed and
determined by the Committee  that the Fair Market Value of the Company's  Common
Stock subject to the Options herein on the date of grant is $______ per Share.

     4. Payment of Exercise Price.  Options  represented hereby may be exercised
in whole or in part by you by  delivering  to the  Company  your  payment of the
Exercise  Price of the Option(s) so exercised in cash,  Shares,  or in such form
permitted under the Plan, or any combination thereof, having a Fair Market Value
on the  exercise  date  equal to the  relevant  exercise  price of the  relevant
Options being exercised.

     5. Term of Options.  The term of each Option  granted herein shall be for a
term of ten (10) years from the Grant Date, provided,  however, that the term of
any Incentive  Stock Option granted  herein shall not be  exercisable  after the
expiration of five (5) years from the Grant Date.

     6. Limits on Transfer of Options.  The Options  granted herein shall not be
transferable  by you  otherwise  than  by will or by the  laws  of  descent  and
distribution;  provided,  however,  that  you may  designate  a  beneficiary  or
beneficiaries  to exercise  your rights and  receive any Shares  purchased  with
respect to any Option upon your death.  Each Option shall be exercisable  during
your lifetime only by you or, if permissible under applicable law, by your legal
representative.  No Option herein granted or Shares  underlying any Option shall
be pledged,  alienated,  attached or  otherwise  encumbered,  and any  purported
pledge,   alienation  attachment  or  encumbrance  thereof  shall  be  void  and
unenforceable against the Company or any Affiliate.

     7.  Termination of Employment.  (A) Upon the termination of your employment
with the  Company,  and to the extent not  theretofore  exercised,  your Options
shall continue to be valid, provided, however, that:

         (a) if you die while in the employ of the Company or during  either the
         three  (3)  month  or one (1) year  period,  whichever  is  applicable,
         specified  in clause (b) below and at a time when you  otherwise  would
         have been entitled to exercise Options as herein  provided,  your legal
         representative,  or any Person who acquires  such Options by bequest or
         inheritance  or by reason of your  death,  may,  not later than one (1)
         year from the date of death,  exercise such Options,  to the extent not
         theretofore  exercised,  in  respect  of any or all of such  number  of
         Shares; and

         (b) if your employment shall terminate by reason of retirement (at such
         age or upon  such  conditions  as shall be  specified  by the  Board of
         Directors),  disability (as described in Section  22(c)(3) of the Code)
         or  dismissal by the Company  other than for cause (as defined  below),
         and while you are entitled to exercise such Options as herein provided,
         you shall have the right to exercise  such  Options so granted,  to the
         extent  not  theretofore  exercised,  in  respect of any or all of such
         number of Shares,  at any time up to and including (i) three (3) months
         after  the  date of  such  termination  of  employment  in the  case of
         termination  by reason of retirement or dismissal  other than for cause
         and (ii) one (1) year after the date of  termination  of  employment in
         the case of termination by reason of disability.

                (B)  If  you  voluntarily  terminate  your  employment,  or  are
discharged for cause,  any Options granted  hereunder shall forthwith  terminate
with respect to any unexercised portion thereof.

                (C) If any Options granted  hereunder shall be exercised by your
legal representative of you should die or become disabled,  or by any person who
acquired any Options granted hereunder by bequest or inheritance or by reason of
death of any such person written notice of such exercise shall be accompanied by
a certified  copy of letters  testamentary  or equivalent  proof of the night of
such legal representative or other person to exercise such Options.

         (D) For all  purposes  of the Plan,  the term "for  cause"  shall  mean
"cause" as defined in your employment agreement with the Company.

         8.  Restrictions,  Securities  Exchange  Listing.  All certificates for
Shares delivered upon the exercise of Options granted herein shall be subject to
such stop  transfer  orders and other  restrictions  as the  Committee  may deem
advisable under the Plan or the rules, regulations and other requirements of the
Securities and Exchange  Commission  ("SEC") and any applicable federal or state
securities laws, and the Committee may cause a legend or legends to be placed on
such  certificates to make appropriate  reference to such  restrictions.  If the
Shares or other  securities are traded on a national  securities  exchange,  the
Company shall not be required to deliver any Shares  covered by an Option unless
and until  such  Shares  have  been  admitted  for  trading  on such  securities
ex
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  6,520,000 shares pursuant to the
Company's 1997 Employeee and Consultant 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 6,500,000  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 Employee and Consultant 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 Employee and Consultant Stock Option Plan.

                                   /s/ Farber, Blicht & Eyerman, LLP

Plainview, New York
May 20, 1997