As filed with the Securities and Exchange Commission on
                      April 2, 1997
               Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

  Washington                              91-1552419
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)

      3418 Ocean Boulevard, Fort Lauderdale, Florida  33308
        (Address of Principal Executive Offices)  (Zip Code)

                         1997 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

CaridadMonier,  3418 Ocean  Blvd.,  Fort  Lauderdale,  Florida  33308  (Name and
       address of agent for service)

                         (954) 565-9292
 (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                          PROPOSED    PROPOSED
TITLE OF                  MAXIMUM     MAXIMUM
SECURITIES   AMOUNT       OFFERING    AGGREGATE    AMOUNT OF
TO BE        TO BE        PRICE PER   OFFERING     REGISTRATION
REGISTERED   REGISTERED   SHARE(1)    PRICE        FEE
Common       2,000,000     $0.80      $1,600,000.00   $500.00
Stock ($0.0001
par value)

(1) Bona fide  estimate  of maximum  offering  price  solely for the  purpose of
calculating the  registration  fee pursuant to Rule 457(h) of the Securities Act
of  1933,  as  amended,  based  on  the  average  bid  and  asked  price  of the
registrant's  common stock as of a date within five  business  days prior to the
date of filing this registration statement.


<PAGE>


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


     Not Applicable.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant is subject to the informational  and reporting  requirements
of Sections 13 and 15(d) of the  Securities and Exchange Act of 1934, as amended
(the  "Exchange  Act"),  and in  accordance  therewith  files  reports and other
information with the Securities and Exchange Commission (the "Commission").  The
following documents,  which are on file with the Commission, are incorporated in
this  Registration  Statement by reference:  (a) The Registrant's  latest annual
report on Form 10-K for the fiscal year ended June 30, 1996.
     (b) All other reports filed by the Registrant with the Commission  pursuant
to Section  13(a) or 15(d) of the  Exchange Act since the end of the fiscal year
ended June 30, 1996.
     (c) The  description  of the  Common  Stock  provided  in the  Registration
Statement  filed by the Registrant on Form S-1 under the Securities Act of 1933,
as amended,  and declared  effective March 17, 1992,  including any amendment or
report filed for the purpose of updating such description.
     Prior to the filing of a post-effective  amendment which indicates that all
securities  covered  by this  Registration  Statement  have  been  sold or which
deregisters  all such securities  then remaining  unsold,  all reports and other
documents  subsequently  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14, and 15(d) of the Exchange Act shall be deemed to be  incorporated by
reference  herein  and to be a part  hereof  from the date of the filing of such
reports and documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Washington  Business  Corporation  Act  provides  both  mandatory  and
permissive indemnification of directors and officers from liabilities arising in
any legal  proceeding  to which the  director  or officer is a party  because of
being a director or officer of the  corporation.  Unless limited by the articles
of incorporation,  indemnification  is mandatory with respect to any director or
officer who was wholly successful, on the merits or otherwise, in the defense of
any applicable proceeding.

     Indemnification,  including the advancement of legal fees and expenses,  is
permissive in certain circumstances with respect to a director or officer made a
party to a  proceeding  if the  individual  acted in good  faith and  reasonably
believed that the conduct in issue was in the corporation's  best interest,  and
in the case of any criminal  proceeding,  the individual had no reasonable cause
to believe the individual's conduct was unlawful.

     As permitted by the Washington  Business  Corporation  Act, the Articles of
Incorporation  and By-laws of the Registrant  permit the Registrant to indemnify
to the fullest extent permitted by the Washington Business  Corporation Act, any
and all persons whom it shall have power to  indemnify  under said laws from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said laws, and the indemnification  provided for therein shall not
be deemed  exclusive  of any  other  rights to which  those  indemnified  may be
entitled under any law, by-law, agreement, vote of shareholders or disinterested
Directors or otherwise, both as to action in such person's official capacity and
as to action in another  capacity while holding such office,  and shall continue
as to a person who has ceased to be a Director, Officer or agent and shall inure
to the benefit of the heirs, executors, and administrators of such a person. The
Registrant may purchase indemnity insurance.

    The  foregoing  discussion  of  indemnification  merely  summarizes  certain
aspects  of  the   indemnification   provisions  of  the   Washington   Business
Corporations  Act  and  the  Articles  of  Incorporation   and  By-Laws  of  the
Registrant,  and is limited by reference to Sections  23B.08.320 et. seq. of the
Washington Business Corporation Act and Section 9 of Registrant's By-laws.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     No restricted  securities are being  re-offered or resold  pursuant to this
Registration Statement.


ITEM 8.   EXHIBITS.


EXHIBIT
NUMBER        DESCRIPTION

3.1(*)        Articles of Incorporation and Bylaws of Registrant

4             1997 Employee Stock Option Plan

5             Opinion of Counsel with respect to the legality of

            issuance of securities being registered

23.1          Consent of Independent Auditor

23.2          Consent of Counsel (included in Opinion of Counsel

             in Exhibit 5 hereto)

24            Power of Attorney (included on signature page of

            this Registration Statement)

*  Previously  filed  with the  Commission  as an  Exhibit  to the  Registration
Statement on Form S-1, as amended, File No. 33-42070,  originally filed with the
Commission on August 8, 1991.


ITEM 9.   UNDERTAKINGS.

     (a)  The 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 to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer 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 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 Hialeah, Florida, this 2nd day of April 1997.

                              OLYMPUS VENTURES, INC.

                              By: /s/ GARY R. MORGAN

                              Name: Gary R. Morgan
                              Title: Chairman and Chief Executive Officer

POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Gary R. Morgan his true and lawful  attorney-in-fact  and agent, with full power
of substitution, to sign on his behalf, individually and in each capacity stated
below,  all  amendments  and  post-effective  amendments  to  this  Registration
Statement on Form S-8 and to file the same,  with all  exhibits  thereto and any
other  documents  in  connection  therewith,   with  the  Commission  under  the
Securities  Act,  granting unto said  attorney-in-fact  and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  premises,  as fully and to all intents and purposes
as each might or could do in person,  hereby  ratifying and confirmeing each act
that said  attorney-in-fact  and agent  may  lawfully  do or cause to be done by
virtue thereof.

        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                       TITLE             DATE

/s/ GARY R. MORGAN             Director        April 1, 1997
Gary R. Morgan

/s/ ROLAND BRETON              Director        April 1, 1997
Roland Breton

<PAGE>


                                    EXHIBIT 4

                             OLYMPUS VENTURES, INC.
                            A Washington Corporation

                         1997 EMPLOYEE STOCK OPTION PLAN

ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

ESTABLISHMENT.  The Olympus Ventures, Inc. 1997 Employee Stock
Option Plan (the "PLAN") is hereby established effective as of
April 1, 1997 (the "EFFECTIVE DATE").

PURPOSE.  The  purpose of the Plan is to promote  the success of the Company and
its Subsidiaries by attracting and retaining  employees by  supplementing  their
cash  compensation  and providing a means for them to increase their holdings of
Stock of the Company.  The opportunity so provided and the receipt of Options as
compensation  are intended to foster in  participants a strong  incentive to put
forth maximum effort for the continued success and growth of the Company for the
benefit of customers and shareholders,  to aid in retaining  individuals who put
forth such efforts,  and to assist in attracting the best available  individuals
in the future.

TERM OF PLAN.  The Plan  shall  continue  in  effect  until the  earlier  of its
termination  by the  Board  or the  date on  which  all of the  shares  of Stock
available  for issuance  under the Plan have been issued.  However,  all Options
shall be  granted,  if at all,  within ten (10) years from the  Effective  Date.
Notwithstanding the foregoing, if the maximum number of shares of Stock issuable
pursuant to the Plan as provided in Section 3.1 has been  increased at any time,
all  Options  shall be granted,  if at all,  within ten (10) years from the date
such  amendment  was adopted by the Board.  The Plan shall  supersede  all prior
plans which shall terminate on the Effective Date.

1.  DEFINITIONS AND CONSTRUCTION.

1.1  DEFINITIONS.  Whenever used herein,  the  following  terms shall have their
respective meanings set forth below:

(a)  "BOARD" shall mean the Board of Directors of the Company or
     the Committee.
(b)  "CODE" shall mean the Internal  Revenue Code of 1986,  as amended,  and any
     applicable regulations promulgated thereunder.
(c)  "COMMITTEE" shall mean the Compensation/Benefits Committee,
     if such committee is established, or other such committee of
     the Board duly appointed to administer the Plan and having
     such powers as shall be specified by the Board.  Unless the
     powers of the Committee have been specifically limited, the
     Committee shall have all of the powers of the Board granted
     herein, including, without limitation, the power to amend or
     terminate the Plan at any time, subject to the terms of the
     Plan and any applicable limitations imposed by law.
(c)  "COMPANY" shall mean Olympus Ventures,  Inc., a Washington corporation,  or
     any successor corporation thereto.
(d)  "EMPLOYEE" shall mean any person treated as an employee
     (including an officer or a director who is also treated as
     an employee) in the records of the Company and its
     Subsidiaries; provided, however, that neither service as a
     director nor payment of a director's fee shall be sufficient
     to constitute employment for purposes of the Plan.
     Notwithstanding the foregoing, the Chairman of the Board and
     any consultant or adviser of the Company approved by the
     Board shall be deemed an Employee for purposes of the Plan,
     provided that bona fide services shall be rendered by any
     such consultant or advisor and such services are not in
     connection with the offer or sale of securities in a
     capital-raising transaction; and further provided that
     neither the Chairman nor a consultant may be issued
     Incentive Stock Options.
(e)  "EXCHANGE ACT" shall mean the Securities Exchange Act of
     1934, as amended.
(f)  "FAIR MARKET  VALUE" shall mean,  as of any date,  the closing bid price of
     the Stock on the day prior to such date,  or if the Stock was not traded on
     such day, on the next preceding day on which the Stock was traded.
(g)  "INCENTIVE  STOCK OPTION" shall mean an Option so denominated in the Option
     Agreement  and which  qualifies  as an incentive  stock  option  within the
     meaning of Section 422(b) of the Code.
(h)  "NONQUALIFIED  STOCK OPTION" shall mean an Option so  denominated  or which
     does not qualify as an Incentive Stock Option.
(i)  "OPTION"  shall mean a right to purchase  Stock  (subject to  adjustment as
     provided in Section 3.2) pursuant to the terms and  conditions of the Plan.
     An Option may be either an Incentive  Stock Option or a Nonqualified  Stock
     Option.
(j)  "OPTION  AGREEMENT" shall mean a written  agreement between the Company and
     an Optionee  setting forth the terms,  conditions and  restrictions  of the
     Option and/or SAR granted to the Optionee.
(k)  "OPTIONEE"  shall mean a person who has been  granted  one or more  Options
     and/or SAR's pursuant to the Plan.
(l)  "RULE 16B-3" shall mean Rule 16b-3 under the Exchange  Act, as amended from
     time to time, or any successor rule or regulation.
(m)  "STOCK"  shall mean the  Company's  common  stock,  $0.0001  par value,  as
     adjusted from time to time in accordance with Section 3.2.
(n)  "STOCK  APPRECIATION  RIGHT  (SAR)"  means the right,  granted by the Board
     (subject to adjustments  provided in Section 3.2), pursuant to the terms of
     the Plan, to receive  payment equal to the subsequent  increase in the Fair
     Market Value of the Stock.
(o)  "SUBSIDIARY"  means any present or future  "subsidiary  corporation" of the
     Company, as defined in Section 424(f) of the Code.
(p)  "TEN PERCENT OWNER  OPTIONEE"  means an Optionee who, at the time an Option
     is granted to the Optionee,  owns stock  constituting more than ten percent
     (10%) of the total combined voting power of all classes of stock of Company
     within the meaning of Section 422(b)(6) of the Code.
(q)  "TRANSFER OF CONTROL" shall mean a transaction or a series
     of related transactions (collectively, the "TRANSACTION")
     wherein the shareholders of the Company immediately before
     the Transaction do not retain immediately after the
     Transaction, in substantially the same proportions as their
     ownership of shares of the Company's voting stock
     immediately before the Transaction, direct or indirect
     beneficial ownership of more than fifty percent (50%) of the
     total combined voting power of the outstanding voting stock
     of the Company or the corporation or corporations to which
     the assets of the Company were transferred (the "TRANSFEREE
     CORPORATION(S)"), as the case may be, is or becomes such a
     50% owner.  For purposes of the preceding sentence, indirect
     beneficial ownership shall include, without limitation, an
     interest resulting from ownership of the voting stock of one
     or more corporations which, as a result of the Transaction,
     own the Company or the Transferee Corporation(s), as the
     case may be, either directly or through one or more
     subsidiary corporations.  The Board shall have the right to
     determine whether multiple sales or exchanges of the voting
     stock of the Company are related, and its determination
     shall be final, binding and conclusive.

1.2 CONSTRUCTION.  Captions and titles contained herein are for convenience only
and shall not affect the meaning or interpretation of any provision of the Plan.
Except when otherwise  indicated by the context,  the singular shall include the
plural,  the plural shall include the singular,  and the term "or" shall include
the conjunctive as well as the disjunctive.

2.  ADMINISTRATION.

2.1  ADMINISTRATION  BY THE BOARD.  The Plan shall be administered by the Board,
including  any  duly  appointed   committee  of  the  Board.  All  questions  of
interpretation  of the Plan or of any Option or SAR shall be  determined  by the
Board,  and such  determinations  shall be final and  binding  upon all  persons
having an interest in the Plan or such Option or SAR.

2.2 POWERS OF THE BOARD.  In addition to any other  powers set forth in the Plan
and subject to the provisions of the Plan and restrictions  regarding  Incentive
Stock  Options  set forth in the Code,  the Board  shall have the full and final
power and authority, in its sole discretion:

(a) to determine  the persons to whom,  and the time or times at which,  Options
shall be granted  and the number of shares of Stock to be subject to each Option
which determination need not be uniform among persons similarly situated and may
be made selectively among Employees; (b) to designate Options as Incentive Stock
Options or Nonqualified Stock Options; (c) to determine the persons to whom, and
the time or times at which,  SARs and the number  thereof shall be granted which
determination  need not be uniform among persons  similarly  situated and may be
made  selectively  among Employees;  (d) to determine the terms,  conditions and
restrictions  applicable  (which need not be  identical)  to each Option and SAR
including, without limitation, (i) the exercise price of the Option or SAR, (ii)
the method of payment  for shares  purchased  upon the  exercise  of the Option,
(iii) the method for satisfaction of any tax withholding  obligation  arising in
connection  with the Option or SAR , including by the withholding or delivery of
shares of stock,  (iv) the method of payment upon exercise of any SARs,  (v) the
timing,  terms and conditions of the  exercisability  of the Option or SAR, (vi)
the time of the  expiration  of the  Option  or SAR,  (vii)  the  effect  of the
Optionee's  termination  of  employment  or service  with  Company on any of the
foregoing, and (viii) all other terms, conditions and restrictions applicable to
the Option or SAR or such  shares not  inconsistent  with the terms of the Plan;
(e) to  approve  one or  more  forms  of  Option  Agreement;  (f) to  amend  the
exercisability  of any  Option or SAR ,  including  with  respect  to the period
following an Optionee's  termination  of employment or service with the Company;
(g) to prescribe,  amend or rescind rules,  guidelines and policies  relating to
the Plan,  or to adopt  supplements  to, or  alternative  versions of, the Plan,
including,  without  limitation,  as the Board deems  necessary  or desirable to
comply with the laws of, or to accommodate  the tax policy or custom of, foreign
jurisdictions  whose citizens may be granted Options or SARs; and (h) to correct
any defect,  supply any omission or reconcile any  inconsistency  in the Plan or
any Option  Agreement and to make all other  determinations  and take such other
actions  with  respect  to the Plan or any  Option  or SAR as the Board may deem
advisable to the extent consistent with the Plan and applicable law.

3.   SHARES SUBJECT TO PLAN.

3.1 MAXIMUM  NUMBER OF SHARES  ISSUABLE.  Subject to  adjustment  as provided in
Section 3.2, the maximum  aggregate number of shares of Stock that may be issued
under the Plan shall be Two Million  (2,000,000) and shall consist of authorized
but unissued or reacquired  shares of Stock or any  combination  thereof.  If an
outstanding  Option or SAR for any reason  expires or is  terminated or canceled
prior to being fully exercised, the shares of Stock allocable to the unexercised
portion of such Option or SAR,  shall again be available for issuance  under the
Plan.

3.2  ADJUSTMENTS  FOR  CHANGES IN CAPITAL  STRUCTURE.  In the event of any stock
dividend,  stock  split,  reverse  stock split,  recapitalization,  combination,
reclassification  or similar  change in the capital  structure  of the  Company,
appropriate  adjustments shall be made in the number and class of shares subject
to the Plan and to any  outstanding  Options and SARs and in the exercise  price
per share of any outstanding Options and SARs. If a majority of the shares which
are of the same class as the shares that are subject to outstanding  Options and
SARs are exchanged  for,  converted  into, or otherwise  become  (whether or not
pursuant  to a Transfer  of Control ) shares of  another  corporation  (the "NEW
SHARES"), the Board shall amend the outstanding Options and SARs to provide that
such Options and SARs are exercisable for or with respect to New Shares.  In the
event of any such  amendment,  the number of shares subject to, and the exercise
price per share of, the outstanding Options and SARs shall be adjusted in a fair
and equitable manner as determined by the Board, in its sole discretion.  In the
event of any merger, consolidation or other combination materially effecting the
number of shares of Stock outstanding,  the Board may, in its discretion,  amend
the outstanding Options to make appropriate  adjustments in the number and class
of shares subject to the Plan and to any outstanding Options and SARs and in the
exercise price per share of any  outstanding  Options and SARs.  Notwithstanding
the foregoing,  any fractional  share  resulting from an adjustment  pursuant to
this  Section 3.2 shall be rounded up or down to the nearest  whole  number,  as
determined by the Board,  and in no event may the exercise price be decreased to
an amount less than the par value,  if any, of the stock  subject to the Option.
The  adjustments  determined by the Board  pursuant to this Section 3.2 shall be
final, binding and conclusive.

4.   ELIGIBILITY AND OPTION LIMITATIONS.

4.1  PERSONS ELIGIBLE FOR OPTIONS AND SARS.  Options and SARs may
be granted only to Employees.

4.2 FAIR MARKET VALUE  LIMITATION.  To the extent that the aggregate Fair Market
Value of stock with  respect to which  options  designated  as  Incentive  Stock
Options are  exercisable  by an Optionee  for the first time during any calendar
year (under all stock option plans of the Company,  including  the Plan) exceeds
One Hundred  Thousand  Dollars  ($100,000),  the portion of such  Options  which
exceeds such amount shall be treated as Nonqualified Stock Options. For purposes
of this Section 4.3,  options  designated  as Incentive  Stock  Options shall be
taken into account in the order in which they were granted,  and the Fair Market
Value of stock shall be  determined  as of the time the Option  with  respect to
such  stock is  granted.  If the Code is  amended  to  provide  for a  different
limitation  from that set forth in this Section 4.3, such  different  limitation
shall be deemed incorporated herein effective as of the date and with respect to
such  Options as required or  permitted  by such  amendment  to the Code.  If an
Option is treated as an  Incentive  Stock  Option in part and as a  Nonqualified
Stock Option in part by reason of the  limitation set forth in this Section 4.3,
the  Optionee  may  designate  which  portion  of such  Option the  Optionee  is
exercising  and may request that separate  certificates  representing  each such
portion  be issued  upon the  exercise  of the  Option.  In the  absence of such
designation,  the Optionee shall be deemed to have exercised the Incentive Stock
Option portion of the Option first.

4.3 NO RIGHT OF EMPLOYMENT.  Nothing in the Plan or in any Option or SAR granted
hereunder shall confer any right on an Employee to continue in the employ of the
Company or its  Subsidiaries or shall interfere in any way with the right of the
Company or its Subsidiaries to terminate such Employee's employment at any time.

5. TERMS AND CONDITIONS OF GRANTS. Options and SARs shall be evidenced by Option
Agreements  specifying  the number of shares of Stock covered  thereby,  in such
form as the Board shall from time to time  establish.  SARs may be granted alone
or in tandem with an Option grant,  in the Board's sole  discretion  (but at all
times subject to the provisions of the Code).  Option Agreements may incorporate
all or any of the terms of the Plan by  reference  and shall  comply with and be
subject to the following terms and conditions:

5.1  EXERCISE  PRICE.  The  exercise  price  for each  Option  and SAR  shall be
established  in the sole  discretion  of the Board;  provided,  however,  if the
Option is an Incentive Stock Option that (a) the exercise price per share for an
Option  shall not be less than the Fair Market  Value of a share of Stock on the
effective  date of grant  of the  Option;  and (b) no  Option  granted  to a Ten
Percent  Owner  Optionee  shall have an  exercise  price per share less than one
hundred ten percent  (110%) of the Fair Market  Value of a share of Stock on the
effective  date of grant of the Option.  The exercise  price for a  Nonqualified
Stock  Option  and SAR shall be the same as  provided  above,  unless  otherwise
determined  by the Board  (but at all times  subject  to the  provisions  of the
Code).  Notwithstanding  the foregoing,  an Option  (whether an Incentive  Stock
Option or a  Nonqualified  Stock  Option) may be granted with an exercise  price
lower than the minimum  exercise price set forth above if such Option is granted
pursuant  to an  assumption  or  substitution  for  another  option  in a manner
qualifying under the provisions of Section 424(a) of the Code.

5.2  EXERCISE  PERIOD.  Options  and SARs shall be  exercisable  at such time or
times,  or upon such event or events,  and  subject to such  terms,  conditions,
performance  criteria,  and restrictions as shall be determined by the Board and
set forth in the Option  Agreement  evidencing such Option;  provided,  however,
that (a) no Option or SAR shall be exercisable  after the expiration of ten (10)
years  after  the  effective  date of grant of such  Option  or SAR;  and (b) no
Incentive  Stock  Option  granted  to a Ten  Percent  Owner  Optionee  shall  be
exercisable  after the  expiration of five (5) years after the effective date of
grant of such Option.

5.3  PAYMENT OF OPTION EXERCISE PRICE.

(a) FORMS OF  CONSIDERATION  AUTHORIZED.  Except as  otherwise  provided  below,
payment of the exercise price for the number of shares of Stock being  purchased
pursuant to any Option shall be made (i) in cash, by check, or cash  equivalent;
(ii) by tender to the Company of shares of Stock owned by the Optionee  having a
Fair  Market  Value  (as  determined  by  the  Company  without  regard  to  any
restrictions on transferability applicable to such stock by reason of federal or
state  securities  laws or agreements  with an underwriter  for the Company) not
less than the exercise price;  (iii) by the assignment of the proceeds of a sale
or loan  with  respect  to some or all of the  shares  being  acquired  upon the
exercise  of the Option  (including,  without  limitation,  through an  exercise
complying with the  provisions of Regulation T as promulgated  from time to time
by  the  Board  of  Governors  of  the  Federal  Reserve  System)  (a  "CASHLESS
EXERCISE");  (iv) by such other  consideration  as may be  approved by the Board
from time to time to the  extent  permitted  by  applicable  law;  or (v) by any
combination thereof. The Board may at any time or from time to time, by adoption
of or by  amendment  to the  standard  forms of Option  Agreement  described  in
Section  6, or by other  means,  grant  Options  which do not  permit all of the
foregoing forms of  consideration to be used in payment of the exercise price or
which otherwise restrict one or more forms of consideration.

(b)  TENDER OF  STOCK.  Notwithstanding  the  foregoing,  an  Option  may not be
exercised  by tender to the Company of shares of Stock to the extent such tender
of Stock would  constitute a violation of the provisions of any law,  regulation
or agreement restricting the redemption of the Company's stock. Unless otherwise
provided by the Board,  an Option may not be  exercised by tender to the Company
of shares of Stock unless such shares either have been owned by the Optionee for
more than six (6) months or were not acquired,  directly or indirectly, from the
Company.

(c) CASHLESS EXERCISE. The Company reserves, at any and all times, the right, in
the Company's sole and absolute discretion, to establish,  decline to approve or
terminate  any program or  procedures  for the exercise of Options by means of a
Cashless Exercise.

5.4 PAYMENT OF SARs.  Upon exercise of a SAR the Company  shall pay,  subject to
5.5 below,  the amount,  if any,  by which the Fair  Market  Value of a share of
Stock on the date of  exercise  exceeds  the  Fair  Market  Value on the date of
grant. The exercise of a SAR shall cancel any Option  associated with it if said
SAR was granted in tandem with an Option.  The payment for SARs shall be made in
shares of Stock,  valued at the Fair Market Value on the date of exercise or, at
the sole  discretion  of the  Board,  in cash,  or partly in cash and  partly in
Stock.

5.5 TAX  WITHHOLDING.  The Company shall have the right, but not the obligation,
to deduct from the shares of Stock  issuable upon the exercise of an Option,  or
to deduct from amounts due the Optionee upon exercise of a SAR or to accept from
the  Optionee  the  tender of, a number of whole  shares of Stock  having a Fair
Market  Value,  as  determined  by the Company,  equal to all or any part of the
federal,  state, local and foreign taxes, if any, required by law to be withheld
by the Company with respect to such Option or SAR exercise. Alternatively, or in
addition,  in its sole  discretion,  the Company shall have the right to require
the Optionee, through payroll withholding, cash payment or otherwise,  including
by means of a Cashless  Exercise,  to make  adequate  provision for any such tax
withholding  obligations of the Company arising in connection with the Option or
SAR exercise.  The Company shall have no obligation to deliver  shares of Stock,
money or to release shares of Stock from an escrow  established  pursuant to the
Option  Agreement  until the Company's  tax  withholding  obligations  have been
satisfied by the Optionee.

6.  STANDARD FORMS OF OPTION AGREEMENT.

6.1 INCENTIVE STOCK OPTIONS.  Unless otherwise provided by the Board at the time
the Option is granted, an Option designated as an "Incentive Stock Option" shall
comply  with  and be  subject  to the  terms  and  conditions  set  forth in the
appropriate form of Incentive Stock Option Agreement as adopted by the Board and
as amended from time to time.

6.2 NONQUALIFIED  STOCK OPTIONS.  Unless otherwise  provided by the Board at the
time the  Option is  granted,  an Option  designated  as a  "Nonqualified  Stock
Option" shall comply with and be subject to the terms and  conditions  set forth
in the appropriate form of Nonqualified Stock Option Agreement as adopted by the
Board and as amended from time to time.

6.3 SARs. Unless otherwise  provided by the Board at the time an SAR is granted,
an SAR awarded either alone or in tandem with an Option shall comply with and be
subject to the terms and  conditions  set forth in the  appropriate  form of SAR
Option Agreement as adopted by the Board and as amended from time to time.

6.4 STANDARD TERM OF OPTIONS.  Except as otherwise  provided by the Board in the
grant of an Option or SAR, any Option or SAR granted hereunder shall have a term
of ten (10) years from the effective date of grant of the Option or SAR.

6.5 STANDARD VESTING  PROVISIONS.  Except as otherwise  provided by the Board in
the grant of an Option or SAR,  any  Options  or SARs  granted  hereunder  shall
become  vested and  exercisable  at the rate of twenty  percent  (20%) per year,
commencing  upon the first  anniversary  of the  effective  date of grant of the
Option or SAR and each of the four (4) subsequent anniversaries thereafter.

6.6  AUTHORITY TO VARY TERMS.  The Board shall have the  authority  from time to
time  to vary  the  terms  of any of the  standard  forms  of  Option  Agreement
described in this Section 6 either in connection  with the grant or amendment of
an individual  Option or SAR or in connection  with the  authorization  of a new
standard form or forms; provided,  however, that the terms and conditions of any
such new, revised or amended standard form or forms of Option Agreement shall be
in  accordance  with the terms of the Plan.  The Board,  may in its  discretion,
provide for the extension of the exercise period of an Option or SAR, accelerate
the  vesting  of an  Option  or SAR,  eliminate  or make  less  restrictive  any
restrictions  contained  in an  Option  Agreement  or waive any  restriction  or
provision  of this Plan or an Option  Agreement in any manner that is either (i)
not adverse to the Optionee, or (ii) consented to by the Optionee.

7. NONTRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee, an Option
or SAR shall be exercisable  only by the Optionee or the Optionee's  guardian or
legal  representative.  No Option or SAR shall be assignable or  transferable by
the  Optionee,  except  by will  or by the  laws of  descent  and  distribution.
Following an Optionee's  death,  the Option shall be  exercisable  to the extent
provided in Section 8 below.

8.  EFFECT OF TERMINATION OF SERVICE.

8.1  OPTION AND SAR EXERCISABILITY.

(a) DISABILITY. If the Optionee's service with the Company is terminated because
of the disability of the Optionee,  the Option,  to the extent  unexercised  and
exercisable  on the date on which  the  Optionee's  service  terminated,  may be
exercised by the Optionee (or the Optionee's  guardian or legal  representative)
at any time prior to the  expiration of three (3) months after the date on which
the  Optionee's  service  terminated,  but in any event no later than the Option
expiration date.

(b) DEATH. If the Optionee's  service with the Company is terminated  because of
the death of the Optionee, the Option, to the extent unexercised and exercisable
on the date on which the Optionee's service terminated,  may be exercised by the
the Optionee's  legal  representative  or other person who acquired the right to
exercise the Option by reason of the  Optionee's  death at any time prior to the
expiration  of six (6)  months  after the date on which the  Optionee's  service
terminated,  but in any event no later  than the  Option  Expiration  Date.  The
Optionee's service shall be deemed to have terminated on account of death if the
Optionee  dies  within  three (3) months  after the  Optionee's  termination  of
service.

(c)  TERMINATION  OF  SERVICE.  If  the  Optionee's  service  with  the  Company
terminates for any reason, except disability or death, the Option, to the extent
unexercised  and exercisable by the Optionee on the date on which the Optionee's
service terminated, may be exercised by the Optionee within six (6) months after
the date on which the Optionee's service  terminated,  but in any event no later
than the Option Expiration Date.  Notwithstanding  the foregoing,  the Company ,
may in its  sole  discretion,  cancel  the  Options  if the  Optionee  has  been
Terminated for Cause (as defined in Section 8.2).

(e)  SAME CONDITIONS APPLICABLE TO SARs.  The same terms and
conditions applicable to Options shall apply to the
exercisability of SARs upon the occurrence of (a) - (d) above.

8.2 TERMINATION FOR CAUSE. "TERMINATION FOR CAUSE" shall mean termination by the
Company of the Optionee's service with Company for any of the following reasons:
(i) theft,  dishonesty,  or  falsification of any employment or Company records;
(ii)  improper  use or  disclosure  of  Company's  confidential  or  proprietary
information; (iii) the Optionee's failure or inability to perform any reasonable
assigned  duties  after  written  notice  from  Company  of,  and  a  reasonable
opportunity to cure, such failure or inability;  (iv) any material breach by the
Optionee of any  employment  agreement  between the Optionee and Company,  which
breach  is not  cured  pursuant  to the  terms  of  such  agreement;  or (v) the
Optionee's  conviction of any criminal act which impairs  Optionee's  ability to
perform his or her duties with Company.  Termination  for Cause  pursuant to the
foregoing shall be determined in the sole but reasonably exercised discretion of
the Company.

9. EFFECT OF TRANSFER OF CONTROL.  Except as otherwise  provided by the Board in
the grant of an  Option  or SAR,  in the event of a  Transfer  of  Control,  any
Options  and SARs  outstanding  as of the  date  such  Transfer  of  Control  is
determined  to have  occurred,  and which are not then  exercisable  and vested,
shall  become  fully  exercisable  and vested to the full extent of the original
grant;  provided,  however,  in the case of any holder of SARs who is subject to
Section  16(b) of the Exchange  Act, and whose SARs are not already  outstanding
for at least six months at the date of the Transfer of Control,  such SARs shall
not become fully exercisable and vested until they have been outstanding for six
(6) months.

10. INDEMNIFICATION. In addition to such other rights of indemnification as they
may have as members  of the Board or  officers  or  employees  of the  Company ,
members  of the Board and any  officers  or  employees  of the  Company  to whom
authority to act for the Board is delegated  shall be indemnified by the Company
against  all  reasonable  expenses,   including  attorneys'  fees,  incurred  in
connection with the defense of any action, suit or proceeding,  or in connection
with any appeal  therein,  to which they or any of them may be a party by reason
of any  action  taken or failure  to act under or in  connection  with the Plan,
Option,  or any right granted  hereunder,  and against all amounts in settlement
thereof  (provided  such  settlement  is approved by  independent  legal counsel
selected  by the  Company)  or paid in  satisfaction  of a judgment  in any such
action,  suit or proceeding,  except in relation to matters as to which it shall
be adjudged in such action,  suit or  proceeding  that such person is liable for
gross  negligence,  bad faith or  intentional  misconduct  in duties;  provided,
however,  that within sixty (60) days after the institution of such action, suit
or  proceeding,  such  person  shall  offer  to the  Company,  in  writing,  the
opportunity at its own expense to handle and defend the same.  Without  limiting
the  generality  of the  foregoing,  Company  will pay the  expenses  (including
reasonable counsel fees) of defending any such claim, action, suit or proceeding
in advance of its final  disposition,  upon  receipt  of such  person's  written
agreement to repay all amounts  advanced if it should  ultimately  be determined
that such person is not entitled to be indemnified under this Section.

11. TERMINATION OR AMENDMENT OF PLAN. The Board, without further approval of the
shareholders, may terminate or amend this Plan at any time in any respect as the
Board  deems  advisable,  subject  to any  required  stockholder  or  regulatory
approval  and to any  conditions  established  by the  terms of such  amendment,
provided that in no event shall the Plan be amended more than once every six (6)
months other than to comply with changes in any applicable  law or  governmental
regulation  in the Code,  the Employee  Retirement  Income  Security Act, or the
rules  promulgated by the Securities and Exchange  Commission.  In any event, no
termination or amendment of the Plan may adversely  affect any then  outstanding
Option or SAR or any  unexercised  portion  thereof,  without the consent of the
Optionee,  unless such  termination or amendment is required to enable an Option
designated as an Incentive  Stock Option to qualify as an Incentive Stock Option
or is necessary to comply with any applicable law or government regulation.

12.  DISSOLUTION OF COMPANY.  Upon the dissolution of the
Company, the Plan shall terminate and any and all Options
previously granted shall lapse on the date of such dissolution.

13. RIGHTS AS  SHAREHOLDERS.  No Optionee,  nor any  beneficiary or other person
claiming  through an  Optionee,  shall have any  interest in any shares of Stock
allocated  for the  purposes  of the Plan or  subject to any Option or SAR until
such shares of Stock shall have been issued to the Optionee or such  beneficiary
or other person. Furthermore, the existence of the Options or the SARs shall not
affect  the  right  or  power  of  the  Company  or  its  shareholders  to  make
adjustments,   recapitalization,   reorganizations,  or  other  changes  in  the
Company's capital structure or its business; issue bonds, debentures,  preferred
or prior  preference  stocks  affecting  the Stock of the  Company or the rights
thereof;  dissolve the Corporation or sell or transfer any part of its assets or
business;  or do any other  corporate  act,  whether of a similar  character  or
otherwise.

14. GOVERNING LAW. The validity,  interpretation, and administration of the Plan
and of any rules, regulations, determinations, or decisions made thereunder, and
the  rights of any and all  persons  having  or  claiming  to have any  interest
therein or thereunder,  shall be determined  exclusively in accordance  with the
laws of the State of Florida, without giving effect to choice of law provisions.
Without  limiting the generality of the  foregoing,  the period within which any
action in  connection  with the Plan must be commenced  shall be governed by the
laws of the State of  Florida,  without  regard  to the  place  where the act or
omission complained of took place or the residence of any party to such action.

15.  ARBITRATION.  Any action  brought in connection  with the Plan or an Option
Agreement shall be settled exclusively by binding  arbitration  conducted in the
City of Fort Lauderdale,  Florida in accordance with the commercial rules of the
American  Arbitration  Association  then in effect (the  "Rules"),  by a single,
independent  arbitrator  selected  by the  Company  and the  other  party to the
action. If the parties cannot agree on an arbitrator, within thirty (30) days of
the  commencement  of an  arbitration  proceeding  hereunder,  either  party may
request that the American  Arbitration  Association  select an arbitrator,  with
experience in law relating to option plans,  in accordance  with the Rules.  The
decision of the arbitrator  shall be final and binding.  Judgment upon the award
rendered  by the  arbitrator  may be  entered in any court  having  jurisdiction
thereof.  The cost of any arbitration  proceeding  conducted  hereunder shall be
borne equally between the parties unless otherwise determined by the arbitrator.

IN WITNESS WHEREOF, the undersigned  Secretary of the Company certifies that the
foregoing  Olympus  Ventures,  Inc.  1997  Employee  Stock  Option Plan was duly
adopted by the Board on March 31, 1997.


/s/ CARIDAD MONIER

Caridad Monier
Secretary

<PAGE>
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As filed with the Securities and Exchange Commission on
                      April 2, 1997
               Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

  Washington                              91-1552419
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)

      3418 Ocean Boulevard, Fort Lauderdale, Florida  33308
        (Address of Principal Executive Offices)  (Zip Code)

                         1997 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

CaridadMonier,  3418 Ocean  Blvd.,  Fort  Lauderdale,  Florida  33308  (Name and
       address of agent for service)

                         (954) 565-9292
 (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                          PROPOSED    PROPOSED
TITLE OF                  MAXIMUM     MAXIMUM
SECURITIES   AMOUNT       OFFERING    AGGREGATE    AMOUNT OF
TO BE        TO BE        PRICE PER   OFFERING     REGISTRATION
REGISTERED   REGISTERED   SHARE(1)    PRICE        FEE
Common       2,000,000     $0.80      $1,600,000.00   $500.00
Stock ($0.0001
par value)

(1) Bona fide  estimate  of maximum  offering  price  solely for the  purpose of
calculating the  registration  fee pursuant to Rule 457(h) of the Securities Act
of  1933,  as  amended,  based  on  the  average  bid  and  asked  price  of the
registrant's  common stock as of a date within five  business  days prior to the
date of filing this registration statement.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Not Applicable.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Registrant is subject to the informational  and reporting  requirements
of Sections 13 and 15(d) of the  Securities and Exchange Act of 1934, as amended
(the  "Exchange  Act"),  and in  accordance  therewith  files  reports and other
information with the Securities and Exchange Commission (the "Commission").  The
following documents,  which are on file with the Commission, are incorporated in
this  Registration  Statement by reference:  (a) The Registrant's  latest annual
report on Form 10-K for the fiscal year ended June 30, 1996.
     (b) All other reports filed by the Registrant with the Commission  pursuant
to Section  13(a) or 15(d) of the  Exchange Act since the end of the fiscal year
ended June 30, 1996.
     (c) The  description  of the  Common  Stock  provided  in the  Registration
Statement  filed by the Registrant on Form S-1 under the Securities Act of 1933,
as amended,  and declared  effective March 17, 1992,  including any amendment or
report filed for the purpose of updating such description.
     Prior to the filing of a post-effective  amendment which indicates that all
securities  covered  by this  Registration  Statement  have  been  sold or which
deregisters  all such securities  then remaining  unsold,  all reports and other
documents  subsequently  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14, and 15(d) of the Exchange Act shall be deemed to be  incorporated by
reference  herein  and to be a part  hereof  from the date of the filing of such
reports and documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Washington  Business  Corporation  Act  provides  both  mandatory  and
permissive indemnification of directors and officers from liabilities arising in
any legal  proceeding  to which the  director  or officer is a party  because of
being a director or officer of the  corporation.  Unless limited by the articles
of incorporation,  indemnification  is mandatory with respect to any director or
officer who was wholly successful, on the merits or otherwise, in the defense of
any applicable proceeding.

     Indemnification,  including the advancement of legal fees and expenses,  is
permissive in certain circumstances with respect to a director or officer made a
party to a  proceeding  if the  individual  acted in good  faith and  reasonably
believed that the conduct in issue was in the corporation's  best interest,  and
in the case of any criminal  proceeding,  the individual had no reasonable cause
to believe the individual's conduct was unlawful.

     As permitted by the Washington  Business  Corporation  Act, the Articles of
Incorporation  and By-laws of the Registrant  permit the Registrant to indemnify
to the fullest extent permitted by the Washington Business  Corporation Act, any
and all persons whom it shall have power to  indemnify  under said laws from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said laws, and the indemnification  provided for therein shall not
be deemed  exclusive  of any  other  rights to which  those  indemnified  may be
entitled under any law, by-law, agreement, vote of shareholders or disinterested
Directors or otherwise, both as to action in such person's official capacity and
as to action in another  capacity while holding such office,  and shall continue
as to a person who has ceased to be a Director, Officer or agent and shall inure
to the benefit of the heirs, executors, and administrators of such a person. The
Registrant may purchase indemnity insurance.

    The  foregoing  discussion  of  indemnification  merely  summarizes  certain
aspects  of  the   indemnification   provisions  of  the   Washington   Business
Corporations  Act  and  the  Articles  of  Incorporation   and  By-Laws  of  the
Registrant,  and is limited by reference to Sections  23B.08.320 et. seq. of the
Washington Business Corporation Act and Section 9 of Registrant's By-laws.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     No restricted  securities are being  re-offered or resold  pursuant to this
Registration Statement.

ITEM 8.   EXHIBITS.

EXHIBIT
NUMBER        DESCRIPTION

3.1(*)        Articles of Incorporation and Bylaws of Registrant

4             1997 Employee Stock Option Plan

5             Opinion of Counsel with respect to the legality of

            issuance of securities being registered

23.1          Consent of Independent Auditor

23.2          Consent of Counsel (included in Opinion of Counsel

             in Exhibit 5 hereto)

24            Power of Attorney (included on signature page of

            this Registration Statement)

*  Previously  filed  with the  Commission  as an  Exhibit  to the  Registration
Statement on Form S-1, as amended, File No. 33-42070,  originally filed with the
Commission on August 8, 1991.

ITEM 9.   UNDERTAKINGS.

     (a)  The 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 to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer 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 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 Hialeah, Florida, this 2nd day of April 1997.

                              OLYMPUS VENTURES, INC.

                              By: /s/ GARY R. MORGAN

                              Name: Gary R. Morgan
                              Title: Chairman and Chief Executive Officer

POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Gary R. Morgan his true and lawful  attorney-in-fact  and agent, with full power
of substitution, to sign on his behalf, individually and in each capacity stated
below,  all  amendments  and  post-effective  amendments  to  this  Registration
Statement on Form S-8 and to file the same,  with all  exhibits  thereto and any
other  documents  in  connection  therewith,   with  the  Commission  under  the
Securities  Act,  granting unto said  attorney-in-fact  and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  premises,  as fully and to all intents and purposes
as each might or could do in person,  hereby  ratifying and confirmeing each act
that said  attorney-in-fact  and agent  may  lawfully  do or cause to be done by
virtue thereof.

        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                       TITLE             DATE

/s/ GARY R. MORGAN             Director        April 1, 1997
Gary R. Morgan

/s/ ROLAND BRETON              Director        April 1, 1997
Roland Breton
EXHIBIT 4

                             OLYMPUS VENTURES, INC.
                            A Washington Corporation

                         1997 EMPLOYEE STOCK OPTION PLAN

ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

ESTABLISHMENT.  The Olympus Ventures, Inc. 1997 Employee Stock
Option Plan (the "PLAN") is hereby established effective as of
April 1, 1997 (the "EFFECTIVE DATE").

PURPOSE.  The  purpose of the Plan is to promote  the success of the Company and
its Subsidiaries by attracting and retaining  employees by  supplementing  their
cash  compensation  and providing a means for them to increase their holdings of
Stock of the Company.  The opportunity so provided and the receipt of Options as
compensation  are intended to foster in  participants a strong  incentive to put
forth maximum effort for the continued success and growth of the Company for the
benefit of customers and shareholders,  to aid in retaining  individuals who put
forth such efforts,  and to assist in attracting the best available  individuals
in the future.

TERM OF PLAN.  The Plan  shall  continue  in  effect  until the  earlier  of its
termination  by the  Board  or the  date on  which  all of the  shares  of Stock
available  for issuance  under the Plan have been issued.  However,  all Options
shall be  granted,  if at all,  within ten (10) years from the  Effective  Date.
Notwithstanding the foregoing, if the maximum number of shares of Stock issuable
pursuant to the Plan as provided in Section 3.1 has been  increased at any time,
all  Options  shall be granted,  if at all,  within ten (10) years from the date
such  amendment  was adopted by the Board.  The Plan shall  supersede  all prior
plans which shall terminate on the Effective Date.

1.  DEFINITIONS AND CONSTRUCTION.

1.1  DEFINITIONS.  Whenever used herein,  the  following  terms shall have their
respective meanings set forth below:

(a)  "BOARD" shall mean the Board of Directors of the Company or
     the Committee.
(b)  "CODE" shall mean the Internal  Revenue Code of 1986,  as amended,  and any
     applicable regulations promulgated thereunder.
(c)  "COMMITTEE" shall mean the Compensation/Benefits Committee,
     if such committee is established, or other such committee of
     the Board duly appointed to administer the Plan and having
     such powers as shall be specified by the Board.  Unless the
     powers of the Committee have been specifically limited, the
     Committee shall have all of the powers of the Board granted
     herein, including, without limitation, the power to amend or
     terminate the Plan at any time, subject to the terms of the
     Plan and any applicable limitations imposed by law.
(c)  "COMPANY" shall mean Olympus Ventures,  Inc., a Washington corporation,  or
     any successor corporation thereto.
(d)  "EMPLOYEE" shall mean any person treated as an employee
     (including an officer or a director who is also treated as
     an employee) in the records of the Company and its
     Subsidiaries; provided, however, that neither service as a
     director nor payment of a director's fee shall be sufficient
     to constitute employment for purposes of the Plan.
     Notwithstanding the foregoing, the Chairman of the Board and
     any consultant or adviser of the Company approved by the
     Board shall be deemed an Employee for purposes of the Plan,
     provided that bona fide services shall be rendered by any
     such consultant or advisor and such services are not in
     connection with the offer or sale of securities in a
     capital-raising transaction; and further provided that
     neither the Chairman nor a consultant may be issued
     Incentive Stock Options.
(e)  "EXCHANGE ACT" shall mean the Securities Exchange Act of
     1934, as amended.
(f)  "FAIR MARKET  VALUE" shall mean,  as of any date,  the closing bid price of
     the Stock on the day prior to such date,  or if the Stock was not traded on
     such day, on the next preceding day on which the Stock was traded.
(g)  "INCENTIVE  STOCK OPTION" shall mean an Option so denominated in the Option
     Agreement  and which  qualifies  as an incentive  stock  option  within the
     meaning of Section 422(b) of the Code.
(h)  "NONQUALIFIED  STOCK OPTION" shall mean an Option so  denominated  or which
     does not qualify as an Incentive Stock Option.
(i)  "OPTION"  shall mean a right to purchase  Stock  (subject to  adjustment as
     provided in Section 3.2) pursuant to the terms and  conditions of the Plan.
     An Option may be either an Incentive  Stock Option or a Nonqualified  Stock
     Option.
(j)  "OPTION  AGREEMENT" shall mean a written  agreement between the Company and
     an Optionee  setting forth the terms,  conditions and  restrictions  of the
     Option and/or SAR granted to the Optionee.
(k)  "OPTIONEE"  shall mean a person who has been  granted  one or more  Options
     and/or SAR's pursuant to the Plan.
(l)  "RULE 16B-3" shall mean Rule 16b-3 under the Exchange  Act, as amended from
     time to time, or any successor rule or regulation.
(m)  "STOCK"  shall mean the  Company's  common  stock,  $0.0001  par value,  as
     adjusted from time to time in accordance with Section 3.2.
(n)  "STOCK  APPRECIATION  RIGHT  (SAR)"  means the right,  granted by the Board
     (subject to adjustments  provided in Section 3.2), pursuant to the terms of
     the Plan, to receive  payment equal to the subsequent  increase in the Fair
     Market Value of the Stock.
(o)  "SUBSIDIARY"  means any present or future  "subsidiary  corporation" of the
     Company, as defined in Section 424(f) of the Code.
(p)  "TEN PERCENT OWNER  OPTIONEE"  means an Optionee who, at the time an Option
     is granted to the Optionee,  owns stock  constituting more than ten percent
     (10%) of the total combined voting power of all classes of stock of Company
     within the meaning of Section 422(b)(6) of the Code.
(q)  "TRANSFER OF CONTROL" shall mean a transaction or a series
     of related transactions (collectively, the "TRANSACTION")
     wherein the shareholders of the Company immediately before
     the Transaction do not retain immediately after the
     Transaction, in substantially the same proportions as their
     ownership of shares of the Company's voting stock
     immediately before the Transaction, direct or indirect
     beneficial ownership of more than fifty percent (50%) of the
     total combined voting power of the outstanding voting stock
     of the Company or the corporation or corporations to which
     the assets of the Company were transferred (the "TRANSFEREE
     CORPORATION(S)"), as the case may be, is or becomes such a
     50% owner.  For purposes of the preceding sentence, indirect
     beneficial ownership shall include, without limitation, an
     interest resulting from ownership of the voting stock of one
     or more corporations which, as a result of the Transaction,
     own the Company or the Transferee Corporation(s), as the
     case may be, either directly or through one or more
     subsidiary corporations.  The Board shall have the right to
     determine whether multiple sales or exchanges of the voting
     stock of the Company are related, and its determination
     shall be final, binding and conclusive.

1.2 CONSTRUCTION.  Captions and titles contained herein are for convenience only
and shall not affect the meaning or interpretation of any provision of the Plan.
Except when otherwise  indicated by the context,  the singular shall include the
plural,  the plural shall include the singular,  and the term "or" shall include
the conjunctive as well as the disjunctive.

2.  ADMINISTRATION.

2.1  ADMINISTRATION  BY THE BOARD.  The Plan shall be administered by the Board,
including  any  duly  appointed   committee  of  the  Board.  All  questions  of
interpretation  of the Plan or of any Option or SAR shall be  determined  by the
Board,  and such  determinations  shall be final and  binding  upon all  persons
having an interest in the Plan or such Option or SAR.

2.2 POWERS OF THE BOARD.  In addition to any other  powers set forth in the Plan
and subject to the provisions of the Plan and restrictions  regarding  Incentive
Stock  Options  set forth in the Code,  the Board  shall have the full and final
power and authority, in its sole discretion:

(a) to determine  the persons to whom,  and the time or times at which,  Options
shall be granted  and the number of shares of Stock to be subject to each Option
which determination need not be uniform among persons similarly situated and may
be made selectively among Employees; (b) to designate Options as Incentive Stock
Options or Nonqualified Stock Options; (c) to determine the persons to whom, and
the time or times at which,  SARs and the number  thereof shall be granted which
determination  need not be uniform among persons  similarly  situated and may be
made  selectively  among Employees;  (d) to determine the terms,  conditions and
restrictions  applicable  (which need not be  identical)  to each Option and SAR
including, without limitation, (i) the exercise price of the Option or SAR, (ii)
the method of payment  for shares  purchased  upon the  exercise  of the Option,
(iii) the method for satisfaction of any tax withholding  obligation  arising in
connection  with the Option or SAR , including by the withholding or delivery of
shares of stock,  (iv) the method of payment upon exercise of any SARs,  (v) the
timing,  terms and conditions of the  exercisability  of the Option or SAR, (vi)
the time of the  expiration  of the  Option  or SAR,  (vii)  the  effect  of the
Optionee's  termination  of  employment  or service  with  Company on any of the
foregoing, and (viii) all other terms, conditions and restrictions applicable to
the Option or SAR or such  shares not  inconsistent  with the terms of the Plan;
(e) to  approve  one or  more  forms  of  Option  Agreement;  (f) to  amend  the
exercisability  of any  Option or SAR ,  including  with  respect  to the period
following an Optionee's  termination  of employment or service with the Company;
(g) to prescribe,  amend or rescind rules,  guidelines and policies  relating to
the Plan,  or to adopt  supplements  to, or  alternative  versions of, the Plan,
including,  without  limitation,  as the Board deems  necessary  or desirable to
comply with the laws of, or to accommodate  the tax policy or custom of, foreign
jurisdictions  whose citizens may be granted Options or SARs; and (h) to correct
any defect,  supply any omission or reconcile any  inconsistency  in the Plan or
any Option  Agreement and to make all other  determinations  and take such other
actions  with  respect  to the Plan or any  Option  or SAR as the Board may deem
advisable to the extent consistent with the Plan and applicable law.

3.   SHARES SUBJECT TO PLAN.

3.1 MAXIMUM  NUMBER OF SHARES  ISSUABLE.  Subject to  adjustment  as provided in
Section 3.2, the maximum  aggregate number of shares of Stock that may be issued
under the Plan shall be Two Million  (2,000,000) and shall consist of authorized
but unissued or reacquired  shares of Stock or any  combination  thereof.  If an
outstanding  Option or SAR for any reason  expires or is  terminated or canceled
prior to being fully exercised, the shares of Stock allocable to the unexercised
portion of such Option or SAR,  shall again be available for issuance  under the
Plan.

3.2  ADJUSTMENTS  FOR  CHANGES IN CAPITAL  STRUCTURE.  In the event of any stock
dividend,  stock  split,  reverse  stock split,  recapitalization,  combination,
reclassification  or similar  change in the capital  structure  of the  Company,
appropriate  adjustments shall be made in the number and class of shares subject
to the Plan and to any  outstanding  Options and SARs and in the exercise  price
per share of any outstanding Options and SARs. If a majority of the shares which
are of the same class as the shares that are subject to outstanding  Options and
SARs are exchanged  for,  converted  into, or otherwise  become  (whether or not
pursuant  to a Transfer  of Control ) shares of  another  corporation  (the "NEW
SHARES"), the Board shall amend the outstanding Options and SARs to provide that
such Options and SARs are exercisable for or with respect to New Shares.  In the
event of any such  amendment,  the number of shares subject to, and the exercise
price per share of, the outstanding Options and SARs shall be adjusted in a fair
and equitable manner as determined by the Board, in its sole discretion.  In the
event of any merger, consolidation or other combination materially effecting the
number of shares of Stock outstanding,  the Board may, in its discretion,  amend
the outstanding Options to make appropriate  adjustments in the number and class
of shares subject to the Plan and to any outstanding Options and SARs and in the
exercise price per share of any  outstanding  Options and SARs.  Notwithstanding
the foregoing,  any fractional  share  resulting from an adjustment  pursuant to
this  Section 3.2 shall be rounded up or down to the nearest  whole  number,  as
determined by the Board,  and in no event may the exercise price be decreased to
an amount less than the par value,  if any, of the stock  subject to the Option.
The  adjustments  determined by the Board  pursuant to this Section 3.2 shall be
final, binding and conclusive.

4.   ELIGIBILITY AND OPTION LIMITATIONS.

4.1  PERSONS ELIGIBLE FOR OPTIONS AND SARS.  Options and SARs may
be granted only to Employees.

4.2 FAIR MARKET VALUE  LIMITATION.  To the extent that the aggregate Fair Market
Value of stock with  respect to which  options  designated  as  Incentive  Stock
Options are  exercisable  by an Optionee  for the first time during any calendar
year (under all stock option plans of the Company,  including  the Plan) exceeds
One Hundred  Thousand  Dollars  ($100,000),  the portion of such  Options  which
exceeds such amount shall be treated as Nonqualified Stock Options. For purposes
of this Section 4.3,  options  designated  as Incentive  Stock  Options shall be
taken into account in the order in which they were granted,  and the Fair Market
Value of stock shall be  determined  as of the time the Option  with  respect to
such  stock is  granted.  If the Code is  amended  to  provide  for a  different
limitation  from that set forth in this Section 4.3, such  different  limitation
shall be deemed incorporated herein effective as of the date and with respect to
such  Options as required or  permitted  by such  amendment  to the Code.  If an
Option is treated as an  Incentive  Stock  Option in part and as a  Nonqualified
Stock Option in part by reason of the  limitation set forth in this Section 4.3,
the  Optionee  may  designate  which  portion  of such  Option the  Optionee  is
exercising  and may request that separate  certificates  representing  each such
portion  be issued  upon the  exercise  of the  Option.  In the  absence of such
designation,  the Optionee shall be deemed to have exercised the Incentive Stock
Option portion of the Option first.

4.3 NO RIGHT OF EMPLOYMENT.  Nothing in the Plan or in any Option or SAR granted
hereunder shall confer any right on an Employee to continue in the employ of the
Company or its  Subsidiaries or shall interfere in any way with the right of the
Company or its Subsidiaries to terminate such Employee's employment at any time.

5. TERMS AND CONDITIONS OF GRANTS. Options and SARs shall be evidenced by Option
Agreements  specifying  the number of shares of Stock covered  thereby,  in such
form as the Board shall from time to time  establish.  SARs may be granted alone
or in tandem with an Option grant,  in the Board's sole  discretion  (but at all
times subject to the provisions of the Code).  Option Agreements may incorporate
all or any of the terms of the Plan by  reference  and shall  comply with and be
subject to the following terms and conditions:

5.1  EXERCISE  PRICE.  The  exercise  price  for each  Option  and SAR  shall be
established  in the sole  discretion  of the Board;  provided,  however,  if the
Option is an Incentive Stock Option that (a) the exercise price per share for an
Option  shall not be less than the Fair Market  Value of a share of Stock on the
effective  date of grant  of the  Option;  and (b) no  Option  granted  to a Ten
Percent  Owner  Optionee  shall have an  exercise  price per share less than one
hundred ten percent  (110%) of the Fair Market  Value of a share of Stock on the
effective  date of grant of the Option.  The exercise  price for a  Nonqualified
Stock  Option  and SAR shall be the same as  provided  above,  unless  otherwise
determined  by the Board  (but at all times  subject  to the  provisions  of the
Code).  Notwithstanding  the foregoing,  an Option  (whether an Incentive  Stock
Option or a  Nonqualified  Stock  Option) may be granted with an exercise  price
lower than the minimum  exercise price set forth above if such Option is granted
pursuant  to an  assumption  or  substitution  for  another  option  in a manner
qualifying under the provisions of Section 424(a) of the Code.

5.2  EXERCISE  PERIOD.  Options  and SARs shall be  exercisable  at such time or
times,  or upon such event or events,  and  subject to such  terms,  conditions,
performance  criteria,  and restrictions as shall be determined by the Board and
set forth in the Option  Agreement  evidencing such Option;  provided,  however,
that (a) no Option or SAR shall be exercisable  after the expiration of ten (10)
years  after  the  effective  date of grant of such  Option  or SAR;  and (b) no
Incentive  Stock  Option  granted  to a Ten  Percent  Owner  Optionee  shall  be
exercisable  after the  expiration of five (5) years after the effective date of
grant of such Option.

5.3  PAYMENT OF OPTION EXERCISE PRICE.

(a) FORMS OF  CONSIDERATION  AUTHORIZED.  Except as  otherwise  provided  below,
payment of the exercise price for the number of shares of Stock being  purchased
pursuant to any Option shall be made (i) in cash, by check, or cash  equivalent;
(ii) by tender to the Company of shares of Stock owned by the Optionee  having a
Fair  Market  Value  (as  determined  by  the  Company  without  regard  to  any
restrictions on transferability applicable to such stock by reason of federal or
state  securities  laws or agreements  with an underwriter  for the Company) not
less than the exercise price;  (iii) by the assignment of the proceeds of a sale
or loan  with  respect  to some or all of the  shares  being  acquired  upon the
exercise  of the Option  (including,  without  limitation,  through an  exercise
complying with the  provisions of Regulation T as promulgated  from time to time
by  the  Board  of  Governors  of  the  Federal  Reserve  System)  (a  "CASHLESS
EXERCISE");  (iv) by such other  consideration  as may be  approved by the Board
from time to time to the  extent  permitted  by  applicable  law;  or (v) by any
combination thereof. The Board may at any time or from time to time, by adoption
of or by  amendment  to the  standard  forms of Option  Agreement  described  in
Section  6, or by other  means,  grant  Options  which do not  permit all of the
foregoing forms of  consideration to be used in payment of the exercise price or
which otherwise restrict one or more forms of consideration.

(b)  TENDER OF  STOCK.  Notwithstanding  the  foregoing,  an  Option  may not be
exercised  by tender to the Company of shares of Stock to the extent such tender
of Stock would  constitute a violation of the provisions of any law,  regulation
or agreement restricting the redemption of the Company's stock. Unless otherwise
provided by the Board,  an Option may not be  exercised by tender to the Company
of shares of Stock unless such shares either have been owned by the Optionee for
more than six (6) months or were not acquired,  directly or indirectly, from the
Company.

(c) CASHLESS EXERCISE. The Company reserves, at any and all times, the right, in
the Company's sole and absolute discretion, to establish,  decline to approve or
terminate  any program or  procedures  for the exercise of Options by means of a
Cashless Exercise.

5.4 PAYMENT OF SARs.  Upon exercise of a SAR the Company  shall pay,  subject to
5.5 below,  the amount,  if any,  by which the Fair  Market  Value of a share of
Stock on the date of  exercise  exceeds  the  Fair  Market  Value on the date of
grant. The exercise of a SAR shall cancel any Option  associated with it if said
SAR was granted in tandem with an Option.  The payment for SARs shall be made in
shares of Stock,  valued at the Fair Market Value on the date of exercise or, at
the sole  discretion  of the  Board,  in cash,  or partly in cash and  partly in
Stock.

5.5 TAX  WITHHOLDING.  The Company shall have the right, but not the obligation,
to deduct from the shares of Stock  issuable upon the exercise of an Option,  or
to deduct from amounts due the Optionee upon exercise of a SAR or to accept from
the  Optionee  the  tender of, a number of whole  shares of Stock  having a Fair
Market  Value,  as  determined  by the Company,  equal to all or any part of the
federal,  state, local and foreign taxes, if any, required by law to be withheld
by the Company with respect to such Option or SAR exercise. Alternatively, or in
addition,  in its sole  discretion,  the Company shall have the right to require
the Optionee, through payroll withholding, cash payment or otherwise,  including
by means of a Cashless  Exercise,  to make  adequate  provision for any such tax
withholding  obligations of the Company arising in connection with the Option or
SAR exercise.  The Company shall have no obligation to deliver  shares of Stock,
money or to release shares of Stock from an escrow  established  pursuant to the
Option  Agreement  until the Company's  tax  withholding  obligations  have been
satisfied by the Optionee.

6.  STANDARD FORMS OF OPTION AGREEMENT.

6.1 INCENTIVE STOCK OPTIONS.  Unless otherwise provided by the Board at the time
the Option is granted, an Option designated as an "Incentive Stock Option" shall
comply  with  and be  subject  to the  terms  and  conditions  set  forth in the
appropriate form of Incentive Stock Option Agreement as adopted by the Board and
as amended from time to time.

6.2 NONQUALIFIED  STOCK OPTIONS.  Unless otherwise  provided by the Board at the
time the  Option is  granted,  an Option  designated  as a  "Nonqualified  Stock
Option" shall comply with and be subject to the terms and  conditions  set forth
in the appropriate form of Nonqualified Stock Option Agreement as adopted by the
Board and as amended from time to time.

6.3 SARs. Unless otherwise  provided by the Board at the time an SAR is granted,
an SAR awarded either alone or in tandem with an Option shall comply with and be
subject to the terms and  conditions  set forth in the  appropriate  form of SAR
Option Agreement as adopted by the Board and as amended from time to time.

6.4 STANDARD TERM OF OPTIONS.  Except as otherwise  provided by the Board in the
grant of an Option or SAR, any Option or SAR granted hereunder shall have a term
of ten (10) years from the effective date of grant of the Option or SAR.

6.5 STANDARD VESTING  PROVISIONS.  Except as otherwise  provided by the Board in
the grant of an Option or SAR,  any  Options  or SARs  granted  hereunder  shall
become  vested and  exercisable  at the rate of twenty  percent  (20%) per year,
commencing  upon the first  anniversary  of the  effective  date of grant of the
Option or SAR and each of the four (4) subsequent anniversaries thereafter.

6.6  AUTHORITY TO VARY TERMS.  The Board shall have the  authority  from time to
time  to vary  the  terms  of any of the  standard  forms  of  Option  Agreement
described in this Section 6 either in connection  with the grant or amendment of
an individual  Option or SAR or in connection  with the  authorization  of a new
standard form or forms; provided,  however, that the terms and conditions of any
such new, revised or amended standard form or forms of Option Agreement shall be
in  accordance  with the terms of the Plan.  The Board,  may in its  discretion,
provide for the extension of the exercise period of an Option or SAR, accelerate
the  vesting  of an  Option  or SAR,  eliminate  or make  less  restrictive  any
restrictions  contained  in an  Option  Agreement  or waive any  restriction  or
provision  of this Plan or an Option  Agreement in any manner that is either (i)
not adverse to the Optionee, or (ii) consented to by the Optionee.

7. NONTRANSFERABILITY OF OPTIONS. During the lifetime of the Optionee, an Option
or SAR shall be exercisable  only by the Optionee or the Optionee's  guardian or
legal  representative.  No Option or SAR shall be assignable or  transferable by
the  Optionee,  except  by will  or by the  laws of  descent  and  distribution.
Following an Optionee's  death,  the Option shall be  exercisable  to the extent
provided in Section 8 below.

8.  EFFECT OF TERMINATION OF SERVICE.

8.1  OPTION AND SAR EXERCISABILITY.

(a) DISABILITY. If the Optionee's service with the Company is terminated because
of the disability of the Optionee,  the Option,  to the extent  unexercised  and
exercisable  on the date on which  the  Optionee's  service  terminated,  may be
exercised by the Optionee (or the Optionee's  guardian or legal  representative)
at any time prior to the  expiration of three (3) months after the date on which
the  Optionee's  service  terminated,  but in any event no later than the Option
expiration date.

(b) DEATH. If the Optionee's  service with the Company is terminated  because of
the death of the Optionee, the Option, to the extent unexercised and exercisable
on the date on which the Optionee's service terminated,  may be exercised by the
the Optionee's  legal  representative  or other person who acquired the right to
exercise the Option by reason of the  Optionee's  death at any time prior to the
expiration  of six (6)  months  after the date on which the  Optionee's  service
terminated,  but in any event no later  than the  Option  Expiration  Date.  The
Optionee's service shall be deemed to have terminated on account of death if the
Optionee  dies  within  three (3) months  after the  Optionee's  termination  of
service.

(c)  TERMINATION  OF  SERVICE.  If  the  Optionee's  service  with  the  Company
terminates for any reason, except disability or death, the Option, to the extent
unexercised  and exercisable by the Optionee on the date on which the Optionee's
service terminated, may be exercised by the Optionee within six (6) months after
the date on which the Optionee's service  terminated,  but in any event no later
than the Option Expiration Date.  Notwithstanding  the foregoing,  the Company ,
may in its  sole  discretion,  cancel  the  Options  if the  Optionee  has  been
Terminated for Cause (as defined in Section 8.2).

(e)  SAME CONDITIONS APPLICABLE TO SARs.  The same terms and
conditions applicable to Options shall apply to the
exercisability of SARs upon the occurrence of (a) - (d) above.

8.2 TERMINATION FOR CAUSE. "TERMINATION FOR CAUSE" shall mean termination by the
Company of the Optionee's service with Company for any of the following reasons:
(i) theft,  dishonesty,  or  falsification of any employment or Company records;
(ii)  improper  use or  disclosure  of  Company's  confidential  or  proprietary
information; (iii) the Optionee's failure or inability to perform any reasonable
assigned  duties  after  written  notice  from  Company  of,  and  a  reasonable
opportunity to cure, such failure or inability;  (iv) any material breach by the
Optionee of any  employment  agreement  between the Optionee and Company,  which
breach  is not  cured  pursuant  to the  terms  of  such  agreement;  or (v) the
Optionee's  conviction of any criminal act which impairs  Optionee's  ability to
perform his or her duties with Company.  Termination  for Cause  pursuant to the
foregoing shall be determined in the sole but reasonably exercised discretion of
the Company.

9. EFFECT OF TRANSFER OF CONTROL.  Except as otherwise  provided by the Board in
the grant of an  Option  or SAR,  in the event of a  Transfer  of  Control,  any
Options  and SARs  outstanding  as of the  date  such  Transfer  of  Control  is
determined  to have  occurred,  and which are not then  exercisable  and vested,
shall  become  fully  exercisable  and vested to the full extent of the original
grant;  provided,  however,  in the case of any holder of SARs who is subject to
Section  16(b) of the Exchange  Act, and whose SARs are not already  outstanding
for at least six months at the date of the Transfer of Control,  such SARs shall
not become fully exercisable and vested until they have been outstanding for six
(6) months.

10. INDEMNIFICATION. In addition to such other rights of indemnification as they
may have as members  of the Board or  officers  or  employees  of the  Company ,
members  of the Board and any  officers  or  employees  of the  Company  to whom
authority to act for the Board is delegated  shall be indemnified by the Company
against  all  reasonable  expenses,   including  attorneys'  fees,  incurred  in
connection with the defense of any action, suit or proceeding,  or in connection
with any appeal  therein,  to which they or any of them may be a party by reason
of any  action  taken or failure  to act under or in  connection  with the Plan,
Option,  or any right granted  hereunder,  and against all amounts in settlement
thereof  (provided  such  settlement  is approved by  independent  legal counsel
selected  by the  Company)  or paid in  satisfaction  of a judgment  in any such
action,  suit or proceeding,  except in relation to matters as to which it shall
be adjudged in such action,  suit or  proceeding  that such person is liable for
gross  negligence,  bad faith or  intentional  misconduct  in duties;  provided,
however,  that within sixty (60) days after the institution of such action, suit
or  proceeding,  such  person  shall  offer  to the  Company,  in  writing,  the
opportunity at its own expense to handle and defend the same.  Without  limiting
the  generality  of the  foregoing,  Company  will pay the  expenses  (including
reasonable counsel fees) of defending any such claim, action, suit or proceeding
in advance of its final  disposition,  upon  receipt  of such  person's  written
agreement to repay all amounts  advanced if it should  ultimately  be determined
that such person is not entitled to be indemnified under this Section.

11. TERMINATION OR AMENDMENT OF PLAN. The Board, without further approval of the
shareholders, may terminate or amend this Plan at any time in any respect as the
Board  deems  advisable,  subject  to any  required  stockholder  or  regulatory
approval  and to any  conditions  established  by the  terms of such  amendment,
provided that in no event shall the Plan be amended more than once every six (6)
months other than to comply with changes in any applicable  law or  governmental
regulation  in the Code,  the Employee  Retirement  Income  Security Act, or the
rules  promulgated by the Securities and Exchange  Commission.  In any event, no
termination or amendment of the Plan may adversely  affect any then  outstanding
Option or SAR or any  unexercised  portion  thereof,  without the consent of the
Optionee,  unless such  termination or amendment is required to enable an Option
designated as an Incentive  Stock Option to qualify as an Incentive Stock Option
or is necessary to comply with any applicable law or government regulation.

12.  DISSOLUTION OF COMPANY.  Upon the dissolution of the
Company, the Plan shall terminate and any and all Options
previously granted shall lapse on the date of such dissolution.

13. RIGHTS AS  SHAREHOLDERS.  No Optionee,  nor any  beneficiary or other person
claiming  through an  Optionee,  shall have any  interest in any shares of Stock
allocated  for the  purposes  of the Plan or  subject to any Option or SAR until
such shares of Stock shall have been issued to the Optionee or such  beneficiary
or other person. Furthermore, the existence of the Options or the SARs shall not
affect  the  right  or  power  of  the  Company  or  its  shareholders  to  make
adjustments,   recapitalization,   reorganizations,  or  other  changes  in  the
Company's capital structure or its business; issue bonds, debentures,  preferred
or prior  preference  stocks  affecting  the Stock of the  Company or the rights
thereof;  dissolve the Corporation or sell or transfer any part of its assets or
business;  or do any other  corporate  act,  whether of a similar  character  or
otherwise.

14. GOVERNING LAW. The validity,  interpretation, and administration of the Plan
and of any rules, regulations, determinations, or decisions made thereunder, and
the  rights of any and all  persons  having  or  claiming  to have any  interest
therein or thereunder,  shall be determined  exclusively in accordance  with the
laws of the State of Florida, without giving effect to choice of law provisions.
Without  limiting the generality of the  foregoing,  the period within which any
action in  connection  with the Plan must be commenced  shall be governed by the
laws of the State of  Florida,  without  regard  to the  place  where the act or
omission complained of took place or the residence of any party to such action.

15.  ARBITRATION.  Any action  brought in connection  with the Plan or an Option
Agreement shall be settled exclusively by binding  arbitration  conducted in the
City of Fort Lauderdale,  Florida in accordance with the commercial rules of the
American  Arbitration  Association  then in effect (the  "Rules"),  by a single,
independent  arbitrator  selected  by the  Company  and the  other  party to the
action. If the parties cannot agree on an arbitrator, within thirty (30) days of
the  commencement  of an  arbitration  proceeding  hereunder,  either  party may
request that the American  Arbitration  Association  select an arbitrator,  with
experience in law relating to option plans,  in accordance  with the Rules.  The
decision of the arbitrator  shall be final and binding.  Judgment upon the award
rendered  by the  arbitrator  may be  entered in any court  having  jurisdiction
thereof.  The cost of any arbitration  proceeding  conducted  hereunder shall be
borne equally between the parties unless otherwise determined by the arbitrator.

IN WITNESS WHEREOF, the undersigned  Secretary of the Company certifies that the
foregoing  Olympus  Ventures,  Inc.  1997  Employee  Stock  Option Plan was duly
adopted by the Board on March 31, 1997.

/s/ CARIDAD MONIER

Caridad Monier
Secretary