content: Registration  No.  33-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                           OTISH MOUNTAIN DIAMOND COMPANY
                          ---------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
              NEVADA                                        98-0218688
  -------------------------------              -----------------------------------
  (STATE  OR  OTHER  JURISDICTION              (IRS  EMPLOYER IDENTIFICATION  NO.)
         OF  INCORPORATION)
  
  
  ONE  PENN  PLAZA,  SUITE  3600,  250  WEST  34TH  STREET,  NEW  YORK,  NEW  YORK
  --------------------------------------------------------------------------------
                      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  
                                        10119
                                        -----
                                     (ZIP CODE)
  
  
                             STOCK ISSUANCE PURSUANT TO
                            2004 CONSULTING SERVICES PLAN
                          --------------------------------
                              (FULL TITLE OF THE PLAN)
  
  
                                                           COPY  TO:
  MASSIMILIANO  POZZONI                         DAVID  M.  LOEV,  ATTORNEY  AT LAW
  OTISH  MOUNTAIN  DIAMOND  COMPANY             2777  ALLEN  PARKWAY
  ONE  PENN  PLAZA,  SUITE  3600                SUITE  1000
  250  WEST  34TH  STREET                       HOUSTON,  TEXAS  77019
  NEW  YORK,  NEW  YORK  10119                  (713)  524-4110
  (212)  849-6849
  NAME,  ADDRESS  AND  TELEPHONE
  (NUMBER  OF  AGENT  FOR  SERVICE)
  
  
       APPROXIMATE  DATE OF PROPOSED SALES PURSUANT TO THE PLAN: FROM TIME TO TIME
  AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.
  
  <TABLE>
  <CAPTION>
  
  
                                      CALCULATION OF REGISTRATION FEE
  
  TITLE OF SECURITIES           AMOUNT TO BE    PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
  TO BE REGISTERED               REGISTERED    OFFERING PRICE PER    AGGREGATE OFFERING   REGISTRATION
                                                    SHARE (1)               PRICE              FEE
  -----------------------------  ----------  --------------------  -------------------  -------------
  <S>                            <C>         <C>                   <C>                  <C>
  Common Stock, $.001 par value     300,000   $        0.63         $        189,000     $     15.29
  -----------------------------  ----------  --------------------  -------------------  -------------
  <FN>
  
  (1)     Calculated  in  accordance  with  Rule  457(c)  solely  for  the purpose of determining the
  registration  fee.  The  offering  price  is based on the last sale price as reported on the Nasdaq
  Electronic Bulletin Board as of January 20, 2004.
  </TABLE>
  
  <PAGE>
  
                                       PART I
  
                  INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
  
  ITEM  1.     PLAN  INFORMATION
  
       Information  required  by  Item 1 is included in documents sent or given to
  participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.
  
  ITEM  2.     REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION
  
       Information  required  by  Item 2 is included in documents sent or given to
  participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE
  
       The  following  documents filed with the Securities and Exchange Commission
  (the  "Commission")  are  incorporated  by  reference  into  this  Registration
  Statement  and  are  made  a  part  hereof:
  
       (a)  The  Annual  Report  of Otish Mountain Diamond Company (formerly First
            Cypress  Technologies,  Inc.  (the  "Company") on Form 10-KSB filed on
            April  25,  2003,  for  the  fiscal year ended December 31, 2002 which
            includes  audited  financial  statements  as of the fiscal years ended
            December  31,  2002  and  2001.
  
       (b)  All  other  reports  filed  pursuant  to Section 13(a) or 15(d) of the
            Exchange  Act  since  the end of the fiscal year covered by the Annual
            Report  referred  to  in  Item  3(a)  above.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c),  14  and  15(d) of the Securities Exchange Act of 1934, as amended, after
  the  date  of  filing  this Registration Statement and prior to such time as the
  Company  files  a  post-effective amendment to this Registration Statement which
  indicates that all securities offered hereby have been sold or which deregisters
  all  securities  then  remaining  unsold,  shall be deemed to be incorporated by
  reference  in  this Registration Statement and to be a part hereof from the date
  of  filing  of  such  documents.
  
       Any  statement  contained  in  a  document  incorporated  or  deemed  to be
  incorporated  herein  by  reference shall be deemed to be modified or superceded
  for  the  purpose  of this Registration Statement to the extent that a statement
  contained  herein  or  in  any  subsequently filed document which is also, or is
  deemed  to  be,  incorporated  herein  by  reference modifies or supercedes such
  statement.  Any  such  statement  so modified or superceded shall not be deemed,
  except  as  so modified or superceded, to constitute a part of this Registration
  Statement.
  
  ITEM  4.     DESCRIPTION  OF  SECURITIES
  
  COMMON  STOCK
  
       GENERAL.  The  Company  is authorized to issue 500,000,000 shares of Common
  Stock,  $.001  par  value  per  share.
  
       The  holders of the Common Stock are entitled to receive dividends when, as
  and  if  declared  by  the  Board  of  Directors, out of funds legally available
  therefor.  In  the  event  of  liquidation,  dissolution  or  winding  up of the
  Company,  the  holders  of the Common Stock are entitled to share ratably in all
  assets remaining available for distribution to them after payment of liabilities
  and after provision has been made for each class of stock having preference over
  the  Common  Stock  as discussed below under the heading "Material Limitation or
  Qualification".  The  holders  of  the  Common Stock as such have no conversion,
  sinking  fund, cumulative, preemptive or other subscription rights and there are
  no  redemption  provisions  applicable  to  the  Common  Stock.
  
  <PAGE>
  
       VOTING  RIGHTS.  The  holders  of the Common Stock are entitled to one vote
  for  each  share  held  of record on all matters to be voted on by stockholders.
  There  is  no  cumulative voting with respect to the election of directors, with
  the  results  that the holders of shares having more than fifty percent (50%) of
  the  votes  for  the  election  of  directors  can  elect  all of the directors.
  
       DIVIDEND  POLICY.  During  the  last  two fiscal years, the Company has not
  paid  any  dividends  on its Common Stock.  The payment of dividends, if any, in
  the  future  is  within the discretion of the Board of Directors and will depend
  upon  the  Company's  earnings, its capital requirements and financial condition
  and  other relevant factors.  The Board does not intend to declare any dividends
  in  the  foreseeable future, but instead intends to retain all earnings, if any,
  for  use  in  the  Company's  business  operations.
  
       MATERIAL  LIMITATION  OR  QUALIFICATION. The Company is authorized to issue
  1,000,000  shares  of Series A Preferred Stock , $.001 par value per share. Each
  outstanding share of Series A Preferred Stock is entitled to fifteen (15) votes.
  The  Company  issued all 1,000,000 shares of Series A Preferred Stock to Phillip
  Buschmann, the Company's former President. Mr. Buschmann, voting only the Series
  A  Preferred  Stock, has 15,000,000 votes out of a total of 30,107,750 votes (or
  49.8%)  prior  to the issuance of the Common Stock pursuant to this Registration
  Statement. Mr. Buschmann will have 49.3% voting power subsequent to the issuance
  of  Common  Stock pursuant to this Registration Statement. Mr. Buschmann, voting
  only  the  Series  A  Preferred  Stock,  currently controls the Company and will
  continue  to  do  so subsequent to the issuance of Common Stock pursuant to this
  Registration  Statement.
  
  ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL
  
       Not  applicable
  
  ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS
  
       The  Company's Bylaws provide that the Company shall indemnify its officers
  and  directors  to  the extent permitted by Nevada law.  Nevada law authorizes a
  corporation  to  indemnify  directors,  officers,  employees  or  agents  of the
  corporation  in  non-derivative suits if such party acted in good faith and in a
  manner  he  reasonably  believed to be in or not opposed to the best interest of
  the  corporation  and, with respect to any criminal action or proceeding, had no
  reasonable  cause  to  believe  his  conduct  was  unlawful,  as  determined  in
  accordance  with  Nevada  law.
  
  The  provisions  affecting  personal  liability  do  not  abrogate  a director's
  fiduciary  duty  to  the  Company  and  its shareholders, but eliminate personal
  liability for monetary damages for breach of that duty.   The provisions do not,
  however,  eliminate  or  limit the liability of a director for failing to act in
  good faith, for engaging in intentional misconduct or knowingly violating a law,
  for  authorizing  the  illegal payment of a dividend or repurchase of stock, for
  obtaining  an  improper  personal  benefit,  for  breaching a director's duty of
  loyalty,  which  is  generally  described  as  the  duty  not  to  engage in any
  transaction  which  involves  a conflict between the interest of the Company and
  those  of  the  director,  or  for  violations  of  the federal securities laws.
  
       The  provisions  regarding  indemnification  provide,  in essence, that the
  Company  will  indemnify  its  officers  and  directors  against  all  expenses
  (including  attorneys  fees),  judgments,  fines  and amounts paid in settlement
  actually  and  reasonably  incurred  in  connection  with  any  action,  suit or
  proceeding  arising out of their status as officers or directors of the Company.
  The  provisions  do  not require a showing of good faith.  Moreover, they do not
  provide  indemnification for liability arising out of willful misconduct, fraud,
  or dishonesty, for "short-swing" profits violations under the federal securities
  laws,  for  the  receipt  of  illegal remuneration or if the officer or director
  received  a  benefit  in  money,  property  or  services to which the officer or
  director  is  not  legally  entitled.
  
  ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED
  
       Not  applicable.
  
  <PAGE>
  
  ITEM  8.     EXHIBITS
  
  4.1     Consulting  Services  Agreement  with  Maris  Lee  McCance  Price
  5.1     Opinion  and  consent of David M. Loev, Attorney at Law re: the legality
          of  the  shares  being  registered
  23.1    Consent  of  David  M.  Loev, Attorney at Law (included in Exhibit 5.1)
  23.2    Consent  of  BDO  Dunwoody  LLP,  Chartered  Accountants
  23.3    Consent  of  Pollard-Kelley  Auditing  Services,  Inc.
  
  ITEM  9.     UNDERTAKINGS
  
       (a)     The  registrant  hereby  undertakes:
  
       (1)  To  file, during any period in which offers or sells 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 liability under the Securities
            Act  of  1933, each post-effective amendment shall be treated as a new
            registration  statement of the securities offered, and the offering of
            the  securities  at  that  time shall be deemed to be the initial bona
            fide  offering  thereof.
  
       (3)  To  file a post-effective amendment to remove from registration any of
            the  securities  being registered that remain unsold at the end 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  (and,  where  applicable, each filing of an
  employee  benefit  plan's  annual  report  pursuant  to  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 New York, State of  New York, on January 21, 2004.
  
  
  
       OTISH  MOUNTAIN  DIAMOND  COMPANY
  
  
       BY:     /s/  Massimiliano  Pozzoni
               --------------------------
              Massimiliano  Pozzoni,  Chief  Executive  Officer
  
  <PAGE>
  
  
       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  date  indicated.
  
       SIGNATURES                          TITLE                       DATE
       ----------                          -----                       ----
  
  /s/  Massimiliano  Pozzoni    Chief  Executive  Officer,      January  21,  2004
  --------------------------    President,  Principal Financial
  Massimiliano  Pozzoni         and  Accounting Officer  and
                                Director
  
  /s/  Ben  Carter              Director                        January  21,  2004
  ----------------
  Ben  Carter
  
  /s/  Jim  Chapman             Director                        January  21,  2004
  -----------------
  Jim  Chapman
  
  <PAGE>
  
  
  EXHIBIT 4.1
  
                            CONSULTING SERVICES AGREEMENT
  
       This  Consulting  Services  Agreement  ("Agreement"), dated January 7, 2004
  (the  "Effective  Date"),  is  made  by  and between Maris Lee McCance Price, an
  individual  ("Consultant"),  whose  address  is  12  Gloucester Terrace, London,
  United  Kingdom  and  Otish  Mountain  Diamond  Company,  a  Nevada  corporation
  ("Client"),  having  its  principal  place  of business at One Penn Plaza, Suite
  3600,  250  West  34th  Street,  New  York,  New  York  10119.
  
       WHEREAS,  Consultant  has  extensive  background,  knowledge,  contacts and
  expertise  in  the  areas  of  finance  and  mergers  and  acquisitions;
  
       WHEREAS,  Client  is  currently a publicly held corporation with its common
  stock  shares  trading on the OTC Bulletin Board under the ticker symbol "OMDC";
  
       WHEREAS,  Consultant  desires to be engaged by Client to provide merger and
  acquisition  consulting  services  to the Client on the terms and subject to the
  conditions  set  forth  herein;  and
  
       WHEREAS,  Client  desires  to  engage  Consultant  to  provide  merger  and
  acquisition  consulting  services  to the Client on the terms and subject to the
  conditions  set  forth  herein.
  
       NOW,  THEREFORE, in consideration for those services Consultant provides to
  Client,  the  parties  agree  as  follows:
  
  1.     SERVICES OF CONSULTANT.
  
       Consultant  agreed  to perform for Client merger and acquisition consulting
  services.  As  such  Consultant has provided and will provide bona fide Services
  to  Client.  The Services to be provided by Consultant will not be in connection
  with  the offer or sale of securities in a capital-raising transaction, and will
  not directly or indirectly promote or maintain a market for Client's securities.
  
  2.     CONSIDERATION.
  
       Client  agrees  to  pay  Consultant,  as  his  fee and as consideration for
  Services  provided,  Three Hundred Thousand (300,000) shares of S-8 free trading
  common  stock  in Client ("Shares" or "Fee").  Within thirty (30) days after the
  Effective  Date, Client will cause to be filed with respect to the Shares a Form
  S-8  Registration  Statement  with  the  SEC  including  any  amendments thereto
  necessary  to  cause  such  Form  S-8  to  become effective.  Shares are due and
  payable  immediately  upon  the  effectiveness  of  the  Form  S-8  Registration
  Statement  with  the  SEC  and  with  any  appropriate  state's  securities
  administrator.
  
  3.     CONFIDENTIALITY.
  
       Each  party  agrees  that  during the course of this Agreement, information
  that  is  confidential  or of a proprietary nature may be disclosed to the other
  party,  including,  but  not  limited  to, product and business plans, software,
  technical  processes  and  formulas, source codes, product designs, sales, costs
  and  other unpublished financial information, advertising revenues, usage rates,
  advertising  relationships,  projections  and  marketing  data  ("Confidential
  Information").  Confidential  Information shall not include information that the
  receiving  party  can  demonstrate  (a) is, as of the time of its disclosure, or
  thereafter  becomes  part  of  the public domain through a source other than the
  receiving  party,  (b)  was  known  to the receiving party as of the time of its
  disclosure,  (c)  is  independently  developed by the receiving party, or (d) is
  subsequently  learned  from a third party not under a confidentiality obligation
  to  the  providing  party.
  
  <PAGE>
  
  4.     LATE PAYMENT.
  
       Client  shall  pay to Consultant all Shares within fifteen (15) days of the
  due  date.  Failure of Client to finally pay any Shares within fifteen (15) days
  after  the  applicable  due  date  shall  be  deemed  a  material breach of this
  Agreement,  justifying suspension of the performance of the Services provided by
  Consultant  and  will  be  sufficient  cause  for  immediate termination of this
  Agreement by Consultant.  Any such suspension will in no way relieve Client from
  payment  of Shares, and, in the event of collection enforcement, Client shall be
  liable for any costs associated with such collection, including, but not limited
  to,  legal  costs,  attorneys'  fees,  courts costs, and collection agency fees.
  
  5.     INDEMNIFICATION.
  
  (A)     CLIENT.
  
       Client  agrees  to  indemnify,  defend,  and shall hold harmless Consultant
  and/or  his  agents,  and to defend any action brought against said parties with
  respect  to  any  claim,  demand,  cause of action, debt or liability, including
  reasonable  attorneys' fees to the extent that such action is based upon a claim
  that:  (i)  is  true,  (ii)  would  constitute  a  breach  of  any  of  Client's
  representations, warranties, or agreements hereunder, or (iii) arises out of the
  negligence or willful misconduct of Client, or any Client Content to be provided
  by  Client  and does not violate any rights of third parties, including, without
  limitation,  rights  of  publicity,  privacy,  patients, copyrights, trademarks,
  trade  secrets,  and/or  licenses.
  
  (B)     CONSULTANT.
  
       Consultant agrees to indemnify, defend, and shall hold harmless Client, its
  directors, employees and agents, and defend any action brought against same with
  respect  to  any  claim,  demand,  cause of action, debt or liability, including
  reasonable  attorneys' fees, to the extent that such an action arises out of the
  gross  negligence  or  willful  misconduct  of  Consultant.
  
  (C)     NOTICE.
  
       In  claiming  any  indemnification  hereunder,  the indemnified party shall
  promptly  provide the indemnifying party with written notice of any claim, which
  the  indemnified  party  believes  falls  within  the  scope  of  the  foregoing
  paragraphs.  The indemnified party may, at its expense, assist in the defense if
  it  so chooses, provided that the indemnifying party shall control such defense,
  and  all  negotiations  relative  to  the  settlement  of  any  such claim.  Any
  settlement intended to bind the indemnified party shall not be final without the
  indemnified  party's  written consent, which shall not be unreasonably withheld.
  
  <PAGE>
  
  6.     LIMITATION OF LIABILITY.
  
       Consultant shall have no liability with respect to Consultant's obligations
  under  this  Agreement  or  otherwise  for  consequential,  exemplary,  special,
  incidental,  or  punitive  damages  even  if  Consultant has been advised of the
  possibility  of  such  damages.  In  any  event,  the liability of Consultant to
  Client  for  any  reason and upon any cause of action, regardless of the form in
  which  the  legal  or  equitable  action  may  be  brought,  including,  without
  limitation,  any  action in tort or contract, shall not exceed ten percent (10%)
  of  the  fair market value of the Shares determined at the time such Shares were
  paid.
  
  7.     TERMINATION AND RENEWAL.
  
  (A)     TERM.
  
       This  Agreement  shall become effective on the date written above and shall
  terminate one (1) year thereafter (the "Term").  Unless otherwise agreed upon in
  writing  by  Consultant  and  Client,  this Agreement shall not automatically be
  renewed  beyond  its  Term.
  
  (B)     TERMINATION.
  
       Either  party  may  terminate  this  Agreement on thirty (30) calendar days
  written  notice, or if prior to such action, the other party materially breaches
  any  of  its  representations,  warranties  or obligations under this Agreement.
  Except  as  may  be  otherwise provided in this Agreement, such breach by either
  party  will  result  in  the  other  party  being  responsible  to reimburse the
  non-defaulting  party  for all costs incurred directly as a result of the breach
  of this Agreement, and shall be subject to such damages as may be allowed by law
  including  all  attorneys'  fees  and  costs  of  enforcing  this  Agreement.
  
  (C)     TERMINATION  AND  PAYMENT.
  
       Upon  any termination or expiration of this Agreement, Client shall pay all
  unpaid  and  outstanding  fees  through  the  effective  date  of termination or
  expiration  of  this  Agreement.  And  upon  such  termination, Consultant shall
  provide  and  deliver to Client any and all outstanding Services due through the
  termination  or  expiration  date  of  this  Agreement.
  
  8.     MISCELLANEOUS.
  
  (A)     INDEPENDENT  CONTRACTOR.
  
       This Agreement establishes an "independent contractor" relationship between
  Consultant  and  Client.
  
  (B)     RIGHTS  CUMULATIVE;  WAIVERS.
  
       The rights of each of the parties under this Agreement are cumulative.  The
  rights  of each of the parties hereunder shall not be capable of being waived or
  varied  other than by an express waiver or variation in writing.  Any failure to
  exercise  or  any  delay in exercising any of such rights shall not operate as a
  waiver  or  variation of that or any other such right.  Any defective or partial
  exercise  of any of such rights shall not preclude any other or further exercise
  of  that or any other such right.  No act or course of conduct or negotiation on
  the  part  of any party shall in any way preclude such party from exercising any
  such  right  or  constitute  a  suspension  or  any variation of any such right.
  
  <PAGE>
  
  (C)     BENEFIT;  SUCCESSORS  BOUND.
  
       This  Agreement  and  the  terms,  covenants,  conditions,  provisions,
  obligations,  undertakings,  rights, and benefits hereof, shall be binding upon,
  and  shall  inure  to  the  benefit of, the undersigned parties and their heirs,
  executors,  administrators,  representatives, successors, and permitted assigns,
  except  that performance of the Services to be provided by Consultant under this
  Agreement are of a personal nature and the obligation(s) to perform the Services
  will  not  be  assignable  or delegable in whole or in part unless the person to
  whom  the  obligation  to  perform  the  Services  is  assigned  or delegated is
  Consultant's  employee  or  independent  contractor.
  
  (D)     ENTIRE  AGREEMENT.
  
       This  Agreement  contains  the  entire  agreement  between the parties with
  respect  to  the  subject  matter  hereof.  There  are  no promises, agreements,
  conditions,  undertakings,  understandings,  warranties,  covenants  or
  representations,  oral or written, express or implied, between them with respect
  to  this  Agreement  or  the  matters described in this Agreement, except as set
  forth  in  this  Agreement.  Any  such negotiations, promises, or understandings
  shall  not  be  used  to  interpret  or  constitute  this  Agreement.
  
  (E)     ASSIGNMENT.
  
       Neither  this  Agreement  nor  any  other  benefit  or obligation to accrue
  hereunder shall be assigned, transferred or delegated by either party, either in
  whole  or  in  part,  without  the  written  consent of the other party, and any
  purported  assignment, transfer or delegation in violation hereof shall be void.
  
  (F)     AMENDMENT.
  
       This  Agreement may be amended only by an instrument in writing executed by
  all  the  parties  hereto.
  
  (G)     SEVERABILITY.
  
       Each part of this Agreement is intended to be severable.  In the event that
  any  provision  of  this  Agreement  is found by any court or other authority of
  competent  jurisdiction  to be illegal or unenforceable, such provision shall be
  severed  or  modified to the extent necessary to render it enforceable and as so
  severed  or  modified,  this  Agreement shall continue in full force and effect.
  
  (H)     SECTION  HEADINGS.
  
       The  Section headings in this Agreement are for reference purposes only and
  shall  not  affect  in  any way the meaning or interpretation of this Agreement.
  
  <PAGE>
  
  (I)     CONSTRUCTION.
  
       Unless  the context otherwise requires, when used herein the singular shall
  be  deemed  to include the plural, the plural shall be deemed to include each of
  the  singular,  and  pronouns of one or no gender shall be deemed to include the
  equivalent  pronoun  of  the  other  or  no  gender.
  
  (J)     FURTHER  ASSURANCES.
  
       In  addition  to  the  instruments  and  documents to be made, executed and
  delivered  pursuant  to this Agreement the parties hereto agree to make, execute
  and deliver or cause to be made, executed and delivered, to the requesting party
  such  other  instruments  and to take such other actions as the requesting party
  may  reasonably  require  to  carry  out  the  terms  of  this Agreement and the
  transactions  contemplated  hereby.
  
  (K)     NOTICES.
  
       Any notice which is required or desired under this Agreement shall be given
  in  writing  and  may  be sent by personal delivery or by mail (either a) United
  States  mail,  postage  prepaid;  or  b)  Federal  Express  or similar generally
  recognized  overnight  carrier),  addressed  as follows (subject to the right to
  designate  a  different  address  by  notice  similarly  given):
  
  To Client:                            To Consultant:
  
  Massimiliano Pozzoni, CEO             Maris Lee McCance Price
  Otish Mountain Diamond Company        12 Gloucester Terrace
  One Penn Plaza, Suite 3600            London
  250 West 34th Street                  United Kingdom
  New York, New York 10019
  
  (L)     GOVERNING  LAW.
  
       This  Agreement shall be governed by and interpreted in accordance with the
  laws  of the State of New York without reference to its conflicts of laws, rules
  or principles.  Each of the parties consent to the exclusive jurisdiction of the
  federal  courts  of  New  York in connection with any dispute arising under this
  Agreement  and  hereby  waives,  to  the  maximum  extent  permitted by law, any
  objection, including any objection based on forum non coveniens, to the bringing
  of  any  such  proceeding  in  such  jurisdictions.
  
  (M)     CONSENTS.
  
       The person signing this Agreement on behalf of each party hereby represents
  and  warrants  that he has the necessary power, consent and authority to execute
  and  deliver  this  Agreement  on  behalf  of  such  party.
  
  (N)     SURVIVAL  OF  PROVISIONS.
  
       The  provisions  contained  in  paragraphs 3, 5, 6, and 8 of this Agreement
  shall  survive  the  termination  of  this  Agreement
  
  <PAGE>
  
  (O)     EXECUTION  IN  COUNTERPARTS.
  
       This Agreement may be executed in any number of counterparts, each of which
  shall  be  deemed an original and all of which together shall constitute one and
  the  same  agreement.
  
  (P)     FAXED  COPIES.
  
       For  purposes  of  this  Agreement,  a  faxed  signature will constitute an
  original  signature.
  
       IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
  and  have  agreed  to  and  accepted the terms herein on the date written above.
  
  OTISH MOUNTAIN DIAMOND COMPANY
  
  
  By: /S/ Massimiliano Pozzoni
      ---------------------------
       Massimiliano Pozzoni, CEO
  
  
  MARIS LEE MCCANCE PRICE
  
  
  /S/ Maris Lee McCance Price
  -----------------------------------
  Maris Lee McCance Price, Consultant
  
  <PAGE>
  
  EXHIBIT 5.1
  
  
                           DAVID M. LOEV, ATTORNEY AT LAW
                           2777 ALLEN PARKWAY, SUITE 1000
                                  HOUSTON, TX 77019
                                 713-524-4110 PHONE
                               713-524-4122 FACSIMILE
  
  January  21,  2004
  
  
  Otish  Mountain  Diamond  Company
  One  Penn  Plaza,  Suite  3600
  250  West  34th  Street
  New  York,  New  York  10119
  
  Re:     Form  S-8  Registration  Statement
  
  Gentlemen:
  
  You  have  requested  that  we furnish you our legal opinion with respect to the
  legality  of  the  following  described  securities  of  Otish  Mountain Diamond
  Company,  formerly "First Cypress Technologies, Inc. (the "Company"), covered by
  a Form S-8 Registration Statement (the "Registration Statement"), filed with the
  Securities  and  Exchange  Commission  for  the  purpose  of  registering  such
  securities  under  the  Securities  Act  of  1933:
  
       -    300,000  shares  (the  "Shares")  of  common  stock,  $.001  par value
            issuable  pursuant  to  the  2004  Consulting  Services  Plan.
  
  In  connection  with  this opinion, I have examined the corporate records of the
  Company,  including  the  Company's  Articles  of Incorporation, Bylaws, and the
  Minutes  of  its  Board  of  Directors and Shareholders meetings, the consulting
  agreement, the Registration Statement, and such other documents and records as I
  deemed  relevant  in  order  to  render  this  opinion.
  
  Based  on the foregoing, it is my opinion that, after the Registration Statement
  becomes  effective  and  the  Shares have been issued and delivered as described
  therein,  the  Shares  will  be  validly  issued, fully paid and non-assessable.
  
  I  hereby consent to the filing of this opinion with the Securities and Exchange
  Commission  as  an  exhibit to the Registration Statement and further consent to
  statements made therein regarding this firm and use of my name under the heading
  "Legal  Matters"  in  the  Prospectus  constituting  a part of such Registration
  Statement.
  
       Sincerely,
  
  
       /s/  David  M.  Loev,  Attorney  at  Law
  
  
  <PAGE>
  
  EXHIBIT 23.2
  
  
  Otish Mountain Diamond Company
  (formerly First Cypress Technologies, Inc.)
  New York, New York
  
  We  hereby  consent  to  the  incorporation  by  reference  in  the  Prospectus
  constituting a part of this Registration Statement of our report dated April 16,
  2003,  relating  to  the  financial statements of Otish Mountain Diamond Company
  (formerly  First  Cypress  Technologies, Inc.) appearing in the Company's Annual
  Report  on Form 10-KSB for the year ended December 31, 2002. Our report contains
  an  explanatory paragraph regarding the Company's ability to continue as a going
  concern.
  
  /s/  BDO Dunwoody LLP
  BDO Dunwoody LLP
  Vancouver, Canada
  
  January 20, 2004
  
  <PAGE>
  
  EXHIBIT 23.3
  
  
  Consent of Independent Auditors
  
  CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
  
  We hereby consent to the incorporation by reference in the Registration
  Statement on Form S-8 of Otish Mountain Diamond Company (formerly First Cypress
  Technologies, Inc.) of our report dated December 29, 2003 which appears in the
  Registrant's Form 8-K/A filed on January 1, 2004.
  
  Pollard-Kelley Auditing Services, Inc.
  Auditing Services
  3250 West Market St, Suite 307
  Fairlawn, OH 44333
  330-864-2265
  
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 34105}]
metadata_filer: {"company-data": {"conformed-name": "OTISH MOUNTAIN DIAMOND CO", "cik": "0001108943", "assigned-sic": "7372", "irs-number": "980128688", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112046", "film-number": "04534451"}, "business-address": {"street1": "SUITE NO. 3362", "street2": "349 WEST GEORGIA STREET", "city": "VANCOUVER", "state": "A1", "zip": "V6B 3Y3", "phone": "604-484-2899"}, "mail-address": {"street1": "SUITE 3362", "street2": "349 WEST GEORGIA STREET", "city": "VANCOUVER", "state": "A1", "zip": "V6B 3Y3"}, "former-company": [{"former-conformed-name": "FIRST CYPRESS INC", "date-changed": "20030827"}, {"former-conformed-name": "FIRST CYPRESS TECHNOLOGIES INC", "date-changed": "20000310"}]}
text: Registration  No.  33-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                           OTISH MOUNTAIN DIAMOND COMPANY
                          ---------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
              NEVADA                                        98-0218688
  -------------------------------              -----------------------------------
  (STATE  OR  OTHER  JURISDICTION              (IRS  EMPLOYER IDENTIFICATION  NO.)
         OF  INCORPORATION)
  
  ONE  PENN  PLAZA,  SUITE  3600,  250  WEST  34TH  STREET,  NEW  YORK,  NEW  YORK
  --------------------------------------------------------------------------------
                      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  
                                        10119
                                        -----
                                     (ZIP CODE)
  
                             STOCK ISSUANCE PURSUANT TO
                            2004 CONSULTING SERVICES PLAN
                          --------------------------------
                              (FULL TITLE OF THE PLAN)
  
                                                           COPY  TO:
  MASSIMILIANO  POZZONI                         DAVID  M.  LOEV,  ATTORNEY  AT LAW
  OTISH  MOUNTAIN  DIAMOND  COMPANY             2777  ALLEN  PARKWAY
  ONE  PENN  PLAZA,  SUITE  3600                SUITE  1000
  250  WEST  34TH  STREET                       HOUSTON,  TEXAS  77019
  NEW  YORK,  NEW  YORK  10119                  (713)  524-4110
  (212)  849-6849
  NAME,  ADDRESS  AND  TELEPHONE
  (NUMBER  OF  AGENT  FOR  SERVICE)
  
       APPROXIMATE  DATE OF PROPOSED SALES PURSUANT TO THE PLAN: FROM TIME TO TIME
  AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.
  CALCULATION OF REGISTRATION FEE
  
  TITLE OF SECURITIES           AMOUNT TO BE    PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
  TO BE REGISTERED               REGISTERED    OFFERING PRICE PER    AGGREGATE OFFERING   REGISTRATION
                                                    SHARE (1)               PRICE              FEE
  -----------------------------  ----------  --------------------  -------------------  -------------
  Common Stock, $.001 par value     300,000   $        0.63         $        189,000     $     15.29
  -----------------------------  ----------  --------------------  -------------------  -------------
  (1)     Calculated  in  accordance  with  Rule  457(c)  solely  for  the purpose of determining the
  registration  fee.  The  offering  price  is based on the last sale price as reported on the Nasdaq
  Electronic Bulletin Board as of January 20, 2004.
  PART I
  
                  INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
  
  ITEM  1.     PLAN  INFORMATION
  
       Information  required  by  Item 1 is included in documents sent or given to
  participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.
  
  ITEM  2.     REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION
  
       Information  required  by  Item 2 is included in documents sent or given to
  participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE
  
       The  following  documents filed with the Securities and Exchange Commission
  (the  "Commission")  are  incorporated  by  reference  into  this  Registration
  Statement  and  are  made  a  part  hereof:
  
       (a)  The  Annual  Report  of Otish Mountain Diamond Company (formerly First
            Cypress  Technologies,  Inc.  (the  "Company") on Form 10-KSB filed on
            April  25,  2003,  for  the  fiscal year ended December 31, 2002 which
            includes  audited  financial  statements  as of the fiscal years ended
            December  31,  2002  and  2001.
  
       (b)  All  other  reports  filed  pursuant  to Section 13(a) or 15(d) of the
            Exchange  Act  since  the end of the fiscal year covered by the Annual
            Report  referred  to  in  Item  3(a)  above.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c),  14  and  15(d) of the Securities Exchange Act of 1934, as amended, after
  the  date  of  filing  this Registration Statement and prior to such time as the
  Company  files  a  post-effective amendment to this Registration Statement which
  indicates that all securities offered hereby have been sold or which deregisters
  all  securities  then  remaining  unsold,  shall be deemed to be incorporated by
  reference  in  this Registration Statement and to be a part hereof from the date
  of  filing  of  such  documents.
  
       Any  statement  contained  in  a  document  incorporated  or  deemed  to be
  incorporated  herein  by  reference shall be deemed to be modified or superceded
  for  the  purpose  of this Registration Statement to the extent that a statement
  contained  herein  or  in  any  subsequently filed document which is also, or is
  deemed  to  be,  incorporated  herein  by  reference modifies or supercedes such
  statement.  Any  such  statement  so modified or superceded shall not be deemed,
  except  as  so modified or superceded, to constitute a part of this Registration
  Statement.
  
  ITEM  4.     DESCRIPTION  OF  SECURITIES
  
  COMMON  STOCK
  
       GENERAL.  The  Company  is authorized to issue 500,000,000 shares of Common
  Stock,  $.001  par  value  per  share.
  
       The  holders of the Common Stock are entitled to receive dividends when, as
  and  if  declared  by  the  Board  of  Directors, out of funds legally available
  therefor.  In  the  event  of  liquidation,  dissolution  or  winding  up of the
  Company,  the  holders  of the Common Stock are entitled to share ratably in all
  assets remaining available for distribution to them after payment of liabilities
  and after provision has been made for each class of stock having preference over
  the  Common  Stock  as discussed below under the heading "Material Limitation or
  Qualification".  The  holders  of  the  Common Stock as such have no conversion,
  sinking  fund, cumulative, preemptive or other subscription rights and there are
  no  redemption  provisions  applicable  to  the  Common  Stock.
  VOTING  RIGHTS.  The  holders  of the Common Stock are entitled to one vote
  for  each  share  held  of record on all matters to be voted on by stockholders.
  There  is  no  cumulative voting with respect to the election of directors, with
  the  results  that the holders of shares having more than fifty percent (50%) of
  the  votes  for  the  election  of  directors  can  elect  all of the directors.
  
       DIVIDEND  POLICY.  During  the  last  two fiscal years, the Company has not
  paid  any  dividends  on its Common Stock.  The payment of dividends, if any, in
  the  future  is  within the discretion of the Board of Directors and will depend
  upon  the  Company's  earnings, its capital requirements and financial condition
  and  other relevant factors.  The Board does not intend to declare any dividends
  in  the  foreseeable future, but instead intends to retain all earnings, if any,
  for  use  in  the  Company's  business  operations.
  
       MATERIAL  LIMITATION  OR  QUALIFICATION. The Company is authorized to issue
  1,000,000  shares  of Series A Preferred Stock , $.001 par value per share. Each
  outstanding share of Series A Preferred Stock is entitled to fifteen (15) votes.
  The  Company  issued all 1,000,000 shares of Series A Preferred Stock to Phillip
  Buschmann, the Company's former President. Mr. Buschmann, voting only the Series
  A  Preferred  Stock, has 15,000,000 votes out of a total of 30,107,750 votes (or
  49.8%)  prior  to the issuance of the Common Stock pursuant to this Registration
  Statement. Mr. Buschmann will have 49.3% voting power subsequent to the issuance
  of  Common  Stock pursuant to this Registration Statement. Mr. Buschmann, voting
  only  the  Series  A  Preferred  Stock,  currently controls the Company and will
  continue  to  do  so subsequent to the issuance of Common Stock pursuant to this
  Registration  Statement.
  
  ITEM  5.     INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL
  
       Not  applicable
  
  ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS
  
       The  Company's Bylaws provide that the Company shall indemnify its officers
  and  directors  to  the extent permitted by Nevada law.  Nevada law authorizes a
  corporation  to  indemnify  directors,  officers,  employees  or  agents  of the
  corporation  in  non-derivative suits if such party acted in good faith and in a
  manner  he  reasonably  believed to be in or not opposed to the best interest of
  the  corporation  and, with respect to any criminal action or proceeding, had no
  reasonable  cause  to  believe  his  conduct  was  unlawful,  as  determined  in
  accordance  with  Nevada  law.
  
  The  provisions  affecting  personal  liability  do  not  abrogate  a director's
  fiduciary  duty  to  the  Company  and  its shareholders, but eliminate personal
  liability for monetary damages for breach of that duty.   The provisions do not,
  however,  eliminate  or  limit the liability of a director for failing to act in
  good faith, for engaging in intentional misconduct or knowingly violating a law,
  for  authorizing  the  illegal payment of a dividend or repurchase of stock, for
  obtaining  an  improper  personal  benefit,  for  breaching a director's duty of
  loyalty,  which  is  generally  described  as  the  duty  not  to  engage in any
  transaction  which  involves  a conflict between the interest of the Company and
  those  of  the  director,  or  for  violations  of  the federal securities laws.
  
       The  provisions  regarding  indemnification  provide,  in essence, that the
  Company  will  indemnify  its  officers  and  directors  against  all  expenses
  (including  attorneys  fees),  judgments,  fines  and amounts paid in settlement
  actually  and  reasonably  incurred  in  connection  with  any  action,  suit or
  proceeding  arising out of their status as officers or directors of the Company.
  The  provisions  do  not require a showing of good faith.  Moreover, they do not
  provide  indemnification for liability arising out of willful misconduct, fraud,
  or dishonesty, for "short-swing" profits violations under the federal securities
  laws,  for  the  receipt  of  illegal remuneration or if the officer or director
  received  a  benefit  in  money,  property  or  services to which the officer or
  director  is  not  legally  entitled.
  
  ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED
  
       Not  applicable.
  ITEM  8.     EXHIBITS
  
  4.1     Consulting  Services  Agreement  with  Maris  Lee  McCance  Price
  5.1     Opinion  and  consent of David M. Loev, Attorney at Law re: the legality
          of  the  shares  being  registered
  23.1    Consent  of  David  M.  Loev, Attorney at Law (included in Exhibit 5.1)
  23.2    Consent  of  BDO  Dunwoody  LLP,  Chartered  Accountants
  23.3    Consent  of  Pollard-Kelley  Auditing  Services,  Inc.
  
  ITEM  9.     UNDERTAKINGS
  
       (a)     The  registrant  hereby  undertakes:
  
       (1)  To  file, during any period in which offers or sells 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 liability under the Securities
            Act  of  1933, each post-effective amendment shall be treated as a new
            registration  statement of the securities offered, and the offering of
            the  securities  at  that  time shall be deemed to be the initial bona
            fide  offering  thereof.
  
       (3)  To  file a post-effective amendment to remove from registration any of
            the  securities  being registered that remain unsold at the end 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  (and,  where  applicable, each filing of an
  employee  benefit  plan's  annual  report  pursuant  to  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 New York, State of  New York, on January 21, 2004.
  
       OTISH  MOUNTAIN  DIAMOND  COMPANY
  
       BY:     /s/  Massimiliano  Pozzoni
               --------------------------
              Massimiliano  Pozzoni,  Chief  Executive  Officer
  Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
  registration  statement  has  been  signed  by  the  following  persons  in  the
  capacities  and  on  the  date  indicated.
  
       SIGNATURES                          TITLE                       DATE
       ----------                          -----                       ----
  
  /s/  Massimiliano  Pozzoni    Chief  Executive  Officer,      January  21,  2004
  --------------------------    President,  Principal Financial
  Massimiliano  Pozzoni         and  Accounting Officer  and
                                Director
  
  /s/  Ben  Carter              Director                        January  21,  2004
  ----------------
  Ben  Carter
  
  /s/  Jim  Chapman             Director                        January  21,  2004
  -----------------
  Jim  Chapman
  EXHIBIT 4.1
  
                            CONSULTING SERVICES AGREEMENT
  
       This  Consulting  Services  Agreement  ("Agreement"), dated January 7, 2004
  (the  "Effective  Date"),  is  made  by  and between Maris Lee McCance Price, an
  individual  ("Consultant"),  whose  address  is  12  Gloucester Terrace, London,
  United  Kingdom  and  Otish  Mountain  Diamond  Company,  a  Nevada  corporation
  ("Client"),  having  its  principal  place  of business at One Penn Plaza, Suite
  3600,  250  West  34th  Street,  New  York,  New  York  10119.
  
       WHEREAS,  Consultant  has  extensive  background,  knowledge,  contacts and
  expertise  in  the  areas  of  finance  and  mergers  and  acquisitions;
  
       WHEREAS,  Client  is  currently a publicly held corporation with its common
  stock  shares  trading on the OTC Bulletin Board under the ticker symbol "OMDC";
  
       WHEREAS,  Consultant  desires to be engaged by Client to provide merger and
  acquisition  consulting  services  to the Client on the terms and subject to the
  conditions  set  forth  herein;  and
  
       WHEREAS,  Client  desires  to  engage  Consultant  to  provide  merger  and
  acquisition  consulting  services  to the Client on the terms and subject to the
  conditions  set  forth  herein.
  
       NOW,  THEREFORE, in consideration for those services Consultant provides to
  Client,  the  parties  agree  as  follows:
  
  1.     SERVICES OF CONSULTANT.
  
       Consultant  agreed  to perform for Client merger and acquisition consulting
  services.  As  such  Consultant has provided and will provide bona fide Services
  to  Client.  The Services to be provided by Consultant will not be in connection
  with  the offer or sale of securities in a capital-raising transaction, and will
  not directly or indirectly promote or maintain a market for Client's securities.
  
  2.     CONSIDERATION.
  
       Client  agrees  to  pay  Consultant,  as  his  fee and as consideration for
  Services  provided,  Three Hundred Thousand (300,000) shares of S-8 free trading
  common  stock  in Client ("Shares" or "Fee").  Within thirty (30) days after the
  Effective  Date, Client will cause to be filed with respect to the Shares a Form
  S-8  Registration  Statement  with  the  SEC  including  any  amendments thereto
  necessary  to  cause  such  Form  S-8  to  become effective.  Shares are due and
  payable  immediately  upon  the  effectiveness  of  the  Form  S-8  Registration
  Statement  with  the  SEC  and  with  any  appropriate  state's  securities
  administrator.
  
  3.     CONFIDENTIALITY.
  
       Each  party  agrees  that  during the course of this Agreement, information
  that  is  confidential  or of a proprietary nature may be disclosed to the other
  party,  including,  but  not  limited  to, product and business plans, software,
  technical  processes  and  formulas, source codes, product designs, sales, costs
  and  other unpublished financial information, advertising revenues, usage rates,
  advertising  relationships,  projections  and  marketing  data  ("Confidential
  Information").  Confidential  Information shall not include information that the
  receiving  party  can  demonstrate  (a) is, as of the time of its disclosure, or
  thereafter  becomes  part  of  the public domain through a source other than the
  receiving  party,  (b)  was  known  to the receiving party as of the time of its
  disclosure,  (c)  is  independently  developed by the receiving party, or (d) is
  subsequently  learned  from a third party not under a confidentiality obligation
  to  the  providing  party.
  4.     LATE PAYMENT.
  
       Client  shall  pay to Consultant all Shares within fifteen (15) days of the
  due  date.  Failure of Client to finally pay any Shares within fifteen (15) days
  after  the  applicable  due  date  shall  be  deemed  a  material breach of this
  Agreement,  justifying suspension of the performance of the Services provided by
  Consultant  and  will  be  sufficient  cause  for  immediate termination of this
  Agreement by Consultant.  Any such suspension will in no way relieve Client from
  payment  of Shares, and, in the event of collection enforcement, Client shall be
  liable for any costs associated with such collection, including, but not limited
  to,  legal  costs,  attorneys'  fees,  courts costs, and collection agency fees.
  
  5.     INDEMNIFICATION.
  
  (A)     CLIENT.
  
       Client  agrees  to  indemnify,  defend,  and shall hold harmless Consultant
  and/or  his  agents,  and to defend any action brought against said parties with
  respect  to  any  claim,  demand,  cause of action, debt or liability, including
  reasonable  attorneys' fees to the extent that such action is based upon a claim
  that:  (i)  is  true,  (ii)  would  constitute  a  breach  of  any  of  Client's
  representations, warranties, or agreements hereunder, or (iii) arises out of the
  negligence or willful misconduct of Client, or any Client Content to be provided
  by  Client  and does not violate any rights of third parties, including, without
  limitation,  rights  of  publicity,  privacy,  patients, copyrights, trademarks,
  trade  secrets,  and/or  licenses.
  
  (B)     CONSULTANT.
  
       Consultant agrees to indemnify, defend, and shall hold harmless Client, its
  directors, employees and agents, and defend any action brought against same with
  respect  to  any  claim,  demand,  cause of action, debt or liability, including
  reasonable  attorneys' fees, to the extent that such an action arises out of the
  gross  negligence  or  willful  misconduct  of  Consultant.
  
  (C)     NOTICE.
  
       In  claiming  any  indemnification  hereunder,  the indemnified party shall
  promptly  provide the indemnifying party with written notice of any claim, which
  the  indemnified  party  believes  falls  within  the  scope  of  the  foregoing
  paragraphs.  The indemnified party may, at its expense, assist in the defense if
  it  so chooses, provided that the indemnifying party shall control such defense,
  and  all  negotiations  relative  to  the  settlement  of  any  such claim.  Any
  settlement intended to bind the indemnified party shall not be final without the
  indemnified  party's  written consent, which shall not be unreasonably withheld.
  6.     LIMITATION OF LIABILITY.
  
       Consultant shall have no liability with respect to Consultant's obligations
  under  this  Agreement  or  otherwise  for  consequential,  exemplary,  special,
  incidental,  or  punitive  damages  even  if  Consultant has been advised of the
  possibility  of  such  damages.  In  any  event,  the liability of Consultant to
  Client  for  any  reason and upon any cause of action, regardless of the form in
  which  the  legal  or  equitable  action  may  be  brought,  including,  without
  limitation,  any  action in tort or contract, shall not exceed ten percent (10%)
  of  the  fair market value of the Shares determined at the time such Shares were
  paid.
  
  7.     TERMINATION AND RENEWAL.
  
  (A)     TERM.
  
       This  Agreement  shall become effective on the date written above and shall
  terminate one (1) year thereafter (the "Term").  Unless otherwise agreed upon in
  writing  by  Consultant  and  Client,  this Agreement shall not automatically be
  renewed  beyond  its  Term.
  
  (B)     TERMINATION.
  
       Either  party  may  terminate  this  Agreement on thirty (30) calendar days
  written  notice, or if prior to such action, the other party materially breaches
  any  of  its  representations,  warranties  or obligations under this Agreement.
  Except  as  may  be  otherwise provided in this Agreement, such breach by either
  party  will  result  in  the  other  party  being  responsible  to reimburse the
  non-defaulting  party  for all costs incurred directly as a result of the breach
  of this Agreement, and shall be subject to such damages as may be allowed by law
  including  all  attorneys'  fees  and  costs  of  enforcing  this  Agreement.
  
  (C)     TERMINATION  AND  PAYMENT.
  
       Upon  any termination or expiration of this Agreement, Client shall pay all
  unpaid  and  outstanding  fees  through  the  effective  date  of termination or
  expiration  of  this  Agreement.  And  upon  such  termination, Consultant shall
  provide  and  deliver to Client any and all outstanding Services due through the
  termination  or  expiration  date  of  this  Agreement.
  
  8.     MISCELLANEOUS.
  
  (A)     INDEPENDENT  CONTRACTOR.
  
       This Agreement establishes an "independent contractor" relationship between
  Consultant  and  Client.
  
  (B)     RIGHTS  CUMULATIVE;  WAIVERS.
  
       The rights of each of the parties under this Agreement are cumulative.  The
  rights  of each of the parties hereunder shall not be capable of being waived or
  varied  other than by an express waiver or variation in writing.  Any failure to
  exercise  or  any  delay in exercising any of such rights shall not operate as a
  waiver  or  variation of that or any other such right.  Any defective or partial
  exercise  of any of such rights shall not preclude any other or further exercise
  of  that or any other such right.  No act or course of conduct or negotiation on
  the  part  of any party shall in any way preclude such party from exercising any
  such  right  or  constitute  a  suspension  or  any variation of any such right.
  (C)     BENEFIT;  SUCCESSORS  BOUND.
  
       This  Agreement  and  the  terms,  covenants,  conditions,  provisions,
  obligations,  undertakings,  rights, and benefits hereof, shall be binding upon,
  and  shall  inure  to  the  benefit of, the undersigned parties and their heirs,
  executors,  administrators,  representatives, successors, and permitted assigns,
  except  that performance of the Services to be provided by Consultant under this
  Agreement are of a personal nature and the obligation(s) to perform the Services
  will  not  be  assignable  or delegable in whole or in part unless the person to
  whom  the  obligation  to  perform  the  Services  is  assigned  or delegated is
  Consultant's  employee  or  independent  contractor.
  
  (D)     ENTIRE  AGREEMENT.
  
       This  Agreement  contains  the  entire  agreement  between the parties with
  respect  to  the  subject  matter  hereof.  There  are  no promises, agreements,
  conditions,  undertakings,  understandings,  warranties,  covenants  or
  representations,  oral or written, express or implied, between them with respect
  to  this  Agreement  or  the  matters described in this Agreement, except as set
  forth  in  this  Agreement.  Any  such negotiations, promises, or understandings
  shall  not  be  used  to  interpret  or  constitute  this  Agreement.
  
  (E)     ASSIGNMENT.
  
       Neither  this  Agreement  nor  any  other  benefit  or obligation to accrue
  hereunder shall be assigned, transferred or delegated by either party, either in
  whole  or  in  part,  without  the  written  consent of the other party, and any
  purported  assignment, transfer or delegation in violation hereof shall be void.
  
  (F)     AMENDMENT.
  
       This  Agreement may be amended only by an instrument in writing executed by
  all  the  parties  hereto.
  
  (G)     SEVERABILITY.
  
       Each part of this Agreement is intended to be severable.  In the event that
  any  provision  of  this  Agreement  is found by any court or other authority of
  competent  jurisdiction  to be illegal or unenforceable, such provision shall be
  severed  or  modified to the extent necessary to render it enforceable and as so
  severed  or  modified,  this  Agreement shall continue in full force and effect.
  
  (H)     SECTION  HEADINGS.
  
       The  Section headings in this Agreement are for reference purposes only and
  shall  not  affect  in  any way the meaning or interpretation of this Agreement.
  (I)     CONSTRUCTION.
  
       Unless  the context otherwise requires, when used herein the singular shall
  be  deemed  to include the plural, the plural shall be deemed to include each of
  the  singular,  and  pronouns of one or no gender shall be deemed to include the
  equivalent  pronoun  of  the  other  or  no  gender.
  
  (J)     FURTHER  ASSURANCES.
  
       In  addition  to  the  instruments  and  documents to be made, executed and
  delivered  pursuant  to this Agreement the parties hereto agree to make, execute
  and deliver or cause to be made, executed and delivered, to the requesting party
  such  other  instruments  and to take such other actions as the requesting party
  may  reasonably  require  to  carry  out  the  terms  of  this Agreement and the
  transactions  contemplated  hereby.
  
  (K)     NOTICES.
  
       Any notice which is required or desired under this Agreement shall be given
  in  writing  and  may  be sent by personal delivery or by mail (either a) United
  States  mail,  postage  prepaid;  or  b)  Federal  Express  or similar generally
  recognized  overnight  carrier),  addressed  as follows (subject to the right to
  designate  a  different  address  by  notice  similarly  given):
  
  To Client:                            To Consultant:
  
  Massimiliano Pozzoni, CEO             Maris Lee McCance Price
  Otish Mountain Diamond Company        12 Gloucester Terrace
  One Penn Plaza, Suite 3600            London
  250 West 34th Street                  United Kingdom
  New York, New York 10019
  
  (L)     GOVERNING  LAW.
  
       This  Agreement shall be governed by and interpreted in accordance with the
  laws  of the State of New York without reference to its conflicts of laws, rules
  or principles.  Each of the parties consent to the exclusive jurisdiction of the
  federal  courts  of  New  York in connection with any dispute arising under this
  Agreement  and  hereby  waives,  to  the  maximum  extent  permitted by law, any
  objection, including any objection based on forum non coveniens, to the bringing
  of  any  such  proceeding  in  such  jurisdictions.
  
  (M)     CONSENTS.
  
       The person signing this Agreement on behalf of each party hereby represents
  and  warrants  that he has the necessary power, consent and authority to execute
  and  deliver  this  Agreement  on  behalf  of  such  party.
  
  (N)     SURVIVAL  OF  PROVISIONS.
  
       The  provisions  contained  in  paragraphs 3, 5, 6, and 8 of this Agreement
  shall  survive  the  termination  of  this  Agreement
  (O)     EXECUTION  IN  COUNTERPARTS.
  
       This Agreement may be executed in any number of counterparts, each of which
  shall  be  deemed an original and all of which together shall constitute one and
  the  same  agreement.
  
  (P)     FAXED  COPIES.
  
       For  purposes  of  this  Agreement,  a  faxed  signature will constitute an
  original  signature.
  
       IN  WITNESS  WHEREOF, the parties have caused this Agreement to be executed
  and  have  agreed  to  and  accepted the terms herein on the date written above.
  
  OTISH MOUNTAIN DIAMOND COMPANY
  
  By: /S/ Massimiliano Pozzoni
      ---------------------------
       Massimiliano Pozzoni, CEO
  
  MARIS LEE MCCANCE PRICE
  
  /S/ Maris Lee McCance Price
  -----------------------------------
  Maris Lee McCance Price, Consultant
  EXHIBIT 5.1
  
                           DAVID M. LOEV, ATTORNEY AT LAW
                           2777 ALLEN PARKWAY, SUITE 1000
                                  HOUSTON, TX 77019
                                 713-524-4110 PHONE
                               713-524-4122 FACSIMILE
  
  January  21,  2004
  
  Otish  Mountain  Diamond  Company
  One  Penn  Plaza,  Suite  3600
  250  West  34th  Street
  New  York,  New  York  10119
  
  Re:     Form  S-8  Registration  Statement
  
  Gentlemen:
  
  You  have  requested  that  we furnish you our legal opinion with respect to the
  legality  of  the  following  described  securities  of  Otish  Mountain Diamond
  Company,  formerly "First Cypress Technologies, Inc. (the "Company"), covered by
  a Form S-8 Registration Statement (the "Registration Statement"), filed with the
  Securities  and  Exchange  Commission  for  the  purpose  of  registering  such
  securities  under  the  Securities  Act  of  1933:
  
       -    300,000  shares  (the  "Shares")  of  common  stock,  $.001  par value
            issuable  pursuant  to  the  2004  Consulting  Services  Plan.
  
  In  connection  with  this opinion, I have examined the corporate records of the
  Company,  including  the  Company's  Articles  of Incorporation, Bylaws, and the
  Minutes  of  its  Board  of  Directors and Shareholders meetings, the consulting
  agreement, the Registration Statement, and such other documents and records as I
  deemed  relevant  in  order  to  render  this  opinion.
  
  Based  on the foregoing, it is my opinion that, after the Registration Statement
  becomes  effective  and  the  Shares have been issued and delivered as described
  therein,  the  Shares  will  be  validly  issued, fully paid and non-assessable.
  
  I  hereby consent to the filing of this opinion with the Securities and Exchange
  Commission  as  an  exhibit to the Registration Statement and further consent to
  statements made therein regarding this firm and use of my name under the heading
  "Legal  Matters"  in  the  Prospectus  constituting  a part of such Registration
  Statement.
  
       Sincerely,
  
       /s/  David  M.  Loev,  Attorney  at  Law
  EXHIBIT 23.2
  
  Otish Mountain Diamond Company
  (formerly First Cypress Technologies, Inc.)
  New York, New York
  
  We  hereby  consent  to  the  incorporation  by  reference  in  the  Prospectus
  constituting a part of this Registration Statement of our report dated April 16,
  2003,  relating  to  the  financial statements of Otish Mountain Diamond Company
  (formerly  First  Cypress  Technologies, Inc.) appearing in the Company's Annual
  Report  on Form 10-KSB for the year ended December 31, 2002. Our report contains
  an  explanatory paragraph regarding the Company's ability to continue as a going
  concern.
  
  /s/  BDO Dunwoody LLP
  BDO Dunwoody LLP
  Vancouver, Canada
  
  January 20, 2004
  EXHIBIT 23.3
  
  Consent of Independent Auditors
  
  CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
  
  We hereby consent to the incorporation by reference in the Registration
  Statement on Form S-8 of Otish Mountain Diamond Company (formerly First Cypress
  Technologies, Inc.) of our report dated December 29, 2003 which appears in the
  Registrant's Form 8-K/A filed on January 1, 2004.
  
  Pollard-Kelley Auditing Services, Inc.
  Auditing Services
  3250 West Market St, Suite 307
  Fairlawn, OH 44333
  330-864-2265