As filed with the Securities and Exchange Commission on November  __, 1998
Securities Act Registration No. 333-


           U.S. SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549


                          FORM S-8
  REGISTRATION STATEMENT  UNDER THE SECURITIES ACT OF 1933


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


Delaware                                        75-2583767
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)         Identification number)     

         3045 N. Federal Highway, Ft. Lauderdale, FL 33306
     (Address of principal executive offices)      (Zip Code)     


  SDC INTERNATIONAL, INC. 1998 NON-QUALIFIED STOCK OPTION PLAN
                   (Full Title of the Plan)

Ronald A. Adams                      Copies to:
Chairman & Chief Executive Officer   Andrew Hulsh, Esquire
SDC INTERNATIONAL, INC.              Baker & McKenzie
3045 N. Federal Highway              200 Brickell Ave, 19th Floor
Ft. Lauderdale, FL  33306            Miami, FL  33131
             (Name & address of agent for service)

                                                                                
                           (305) 789-8900
       (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE

Title of securities   Amount        Proposed        Proposed
To be registered      to be         Maximum         Maximum         Amount of
Proposed              Registered    Offering Price  Aggregate       Registration
                                    Per Share       Offering Price  Fee
<S>                   <C>           <C>             <C>             <C>
$0.001 par value     500,000 shares  $ 2.50          $1,250,000     $347.50     

</TABLE>

*     Estimated for calculation of registration fee only, pursuant to Rule 
457(h)(1), calculated on the basis of the book value of the Company, as 
included in the Company's Form 10-QSB for the three month period ended June 
30, 1998, as filed with the Securities and Exchange Commission.

In addition, pursuant to Rule 416(c) promulgated under the Securities Act of 
1933, this Registration Statement covers an indeterminate amount of interests 
to be offered or sold pursuant to the SDC INTERNATIONAL, INC. 1998 
Nonqualified Stock Option Plan described herein.

This Form S-8 consists of 5 pages.
Exhibits are indexed beginning at page 5.


<PAGE>

                  PART II.  INFORMATION REQUIRED
                  IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents by Reference.

The following documents are incorporated into this Registration Statement by 
reference:

     (1)     The Company's latest Annual Report on Form 10-KSB for the fiscal 
year ended August&varr;31, 1997, (the "Annual Report"), filed pursuant to 
Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act");

     (2)     All other reports filed by the registrant 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 (1), above.

     (3)     A description of the registrant's common stock and related 
matters included in the registrant's registration statement on Form 10-SB 
filed under the Exchange Act (file no. 000-27520).

     All documents subsequently filed by the Company pursuant to Section 
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this 
Registration Statement and prior to the filing of a post-effective amendment 
to this Registration Statement which indicates that all securities offered by 
this Registration Statement have been sold or which deregisters all securities 
then remaining unsold shall be deemed to be incorporated by reference into 
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 superseded 
for purposes of this Registration Statement to the extent that a statement 
contained herein or in any other subsequently filed document which also is or 
is deemed to be incorporated herein by reference modifies or supersedes such 
statement.  Any such statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this Registration 
Statement.

Item 4.     Description of Securities.

     Not Applicable.

Item 5     Interest to Named experts and Counsel

     Not Applicable.

Item 6.     Indemnification of Directors and Officers.

Florida law and the registrant's Articles of Incorporation authorize the 
registrant to indemnify the Company's directors, officers, employees and 
agents.  In addition, the registrant's Articles and Florida law presently 
limits the personal liability of corporate directors for monetary damages, 
except where the 

<PAGE>   1

directors (i) breach their fiduciary duties, and (ii) such breach constitutes 
or includes certain violations of criminal law, a transaction from which the 
directors derived an improper personal benefit, certain unlawful distributions 
or certain other reckless, wanton or willful acts or misconduct.

     At present, there is no pending litigation or proceeding involving a 
director or officer of the registrant as to which indemnification is being 
sought, nor is the registrant aware of any threatened litigation that may 
result in claims for indemnification by any officer or director.

Item 7.     Exemption from Registration Claimed.

     Not Applicable.

Item 8.     Exhibits.

     The following is a complete list of exhibits filed as a part of this 
Registration Statement and which are incorporated herein.

Exhibit No.

     4.2     SDC INTERNATIONAL, INC. 1998 Nonqualified Stock Option Plan

     5.1     Opinion of Baker & McKenzie, regarding legality of the securities 
covered by this Registration Statement.

     23.1     Consent of Baker & McKenzie, counsel for the Company, to the use 
of his opinion with respect to the legality of the securities covered by this 
Registration Statement and to the references to such counsel in this 
Registration Statement is contained in such opinion filed as Exhibit 5.1 to 
this Registration Statement.

     23.2     Consent of Scarano & Tomaro, independent auditors.

Item 9.     Undertakings

     (a)     The undersigned registrant hereby undertakes:

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

               (i)     To include any prospectus required by Section 10(a)(3) 
of the Securities Act of 1933 (the "Act");

               (ii)     To reflect in the prospectus any facts or events 
arising after the effective date of this Registration Statement (or the most 
recent post-effective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth in this 
Registration Statement.  Notwithstanding the foregoing, any increase or 
decrease in volume 

<PAGE>   2

of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high 
end of the estimated maximum offering range may be reflected in the form of 
prospectus filed with the Commission pursuant to Rule 424(b) if, in the 
aggregate, the changes in volume and price represent no more than 20 percent 
change in the maximum aggregate offering price set forth in the  "Calculation 
of Registration Fee" table in the effective Registration Statement.

               (iii)     To include any material information with respect to 
the plan of distribution not previously disclosed in this Registration 
Statement or any material change to such information in the registration 
statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if 
the information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the registrant pursuant 
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by 
reference in this Registration Statement.

          (2)     That, for the purpose of determining any liability under the 
Act, 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 Act, each filing of the registrant's 
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 
that is incorporated by reference in this 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 Act 
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.

<PAGE>   3                                                     


                                 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 Ft. Lauderdale, State of Florida, on 
November 27, 1998.

                              SDC INTERNATIONAL, INC.


                              By: /s/      Ronald A. Adams
                                 Ronald A. Adams, Chairman
                                 Chief Executive Officer
                                 And Director

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


                                Signatures and Capacities:

November 27, 1998               /s/ Ronald A. Adams
                                Ronald A. Adams, Chairman, Chief
                                Executive Officer,
                                Chief Financial Officer
                                and Director 

November 27, 1998               /s/ H.S. Green Jr.
                                H.S. Green, Jr., Secretary and
                                Director 

Pursuant to the requirements of the Securities Act of 1933, the Plan 
Administrator has duly caused this Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of Ft. 
Lauderdale, State of Florida on November 27, 1998.

                                 SDC INTERNATIONAL, INC. 1998
                                 NONQUALIFIED STOCK OPTION PLAN


                                 By: /s/      Ronald A. Adams
                                     Ronald A. Adams,
                                     Plan Administrator

<PAGE>    4

                              EXHIBIT INDEX

The following is a complete list of exhibits filed as a part of this 
Registration Statement and which are incorporated herein.

Exhibit No.                                                 Page

     4.2  SDC INTERNATIONAL, INC. 1998 Nonqualified           6
          Stock Option Plan
                      
     5.1  Opinion of Baker & McKenzie regarding legality      13
          of the securities covered by this Registration
          statement.
               
     24.3 Consent of Baker & McKenzie, legal counsel          15
          for the Company, to the his opinion with respect
          to the legality of the securities covered by
          this Registration Statement and to the
          references to such counsel in this Registration
          Statement is contained in such opinion filed as
          Exhibit 5.1 to this Registration Statement.
                    -     
     24.4 Consent of Scarano & Tomaro, independent            16
          auditors.               
               











<PAGE>   5

                      SDC INTERNATIONAL, INC.
                                                        
                -------------------------------------

                             EXHIBIT 4.2
                                                   
                -------------------------------------



                        SDC INTERNATIONAL, INC.

                1998 NON-QUALIFIED STOCK OPTION PLAN
                                        
                -------------------------------------


<PAGE>   6

                        SDC INTERNATIONAL, INC.
                  1998 NON-QUALIFIED STOCK OPTION PLAN


1.  Purpose.   The purpose of this Stock Option Plan (the "Plan") is  to
advance the interests of the SDC INTERNATIONAL, INC., a Delaware
corporation ("SDC") and any Subsidiaries, as hereinafter defined of SDC (SDC
and Subsidiaries collectively referred to as the "Corporation"), by providing
an additional incentive to attract and retain qualified and competent persons
who are key employees, consultants, representatives, officers and directors of
the Corporation upon whose efforts and judgment the success of the Corporation
is largely dependent, and to provide an incentive for other Companies to enter
into a Consulting Agreement with the Corporation, through the encouragement of 
stock ownership in the Corporation, by such persons.  Subsidiary shall mean 
any corporation (other than the Corporation) in an unbroken chain of 
corporations beginning with the Corporation if, at the time the Option is 
granted, each of the corporations other than the last corporation in the 
unbroken chain owns 50% or more of the total combined voting power of all 
classes of stock in one of the other corporations in such chain.

2.  Grant of Options;  Generally.   In accordance with the provisions  
hereinafter set forth in this Plan, the Board of Directors (the "Board") or 
the Stock Option Committee (the "Stock Option Committee") of the Corporation 
is hereby authorized to issue from time to time on the Corporation's behalf to 
any one or more Eligible Persons, as hereinafter defined, non-qualified stock 
(Options) options to acquire shares of the Corporation's $.001 par value Common 
Stock (the "Stock").

3.  Amount of Stock.   The aggregate number of shares of Stock which may be 
purchased pursuant to the exercise of Options shall be 500,000 shares.  If an 
Option ceases to be exercisable, in whole or in part, the shares of Stock 
underlying such Option shall continue to be available under this Plan.  
Further, if shares of Stock are delivered to the Corporation as payment for 
shares of Stock purchased by the exercise of an Option granted under this 
Plan, such shares of Stock shall also be available under this Plan. If there 
is any change in the number of shares of Stock on account of the declaration 
of stock dividends, recapitalization resulting in stock split-ups, or 
combinations or exchanges of shares Stock, or otherwise, the number of shares 
of Stock available for purchase upon the exercise of Options, the shares of 
Stock subject to any Option and the exercise price of any outstanding Option 
shall be appropriately adjusted by the Board or the Stock Option Committee. 
The Board or the Stock Option Committee shall give notice of any adjustments 
to each Eligible Person granted an Option under this Plan, and such 
adjustments shall be effective and binding on all Eligible Persons.  If 
because of one or more recapitalizations, reorganizations or other corporate 
events, the holders of outstanding Stock receive something other than shares 
of Stock then, upon exercise of an Option, the Eligible Person will receive 
what the holder would have owned if the holder had exercised the Option 
immediately before the first such corporate event and not dispose of anything 
the holder received as a result of the corporate event.

<PAGE>   7

4.  Eligible Persons.   An Eligible Person means (i) any individual who is 
employed by the Corporation, (ii) any director of the Corporation or any 
Subsidiary of the Corporation, (iii) any consultant or representative of the 
Corporation or any Subsidiary of the Corporation, or (iv) any Company that is 
a party to a Consulting Agreement with the Corporation.

5.  Grant of Options.   The Board or the Stock Option Committee has the right
to issue the Options established by this Plan to Eligible Persons.  The Board
or the Stock Option Committee shall follow the procedures prescribed for it 
elsewhere in this Plan.  A grant of Options shall be set forth in writing 
signed on behalf of the Corporation or by a majority of the members of the 
Stock Option Committee.  The writing shall the terms which govern the Option.  
The terms shall be determined by the Board or the Stock Committee, and may 
include, among other terms, the number of shares of Stock that may be acquired 
pursuant to the exercise of the Options, when the Options may be exercised, 
the period for which the Option is granted and including the expiration date, 
the effect on the Options if the Eligible Person terminates employment and 
whether the Eligible Person may deliver shares of Stock or property to pay for 
the shares of Stock to be purchased by the exercise of the Option.  However, 
no term shall be set forth in the writing which is inconsistent with any of  
the terms of this Plan.  The terms of an Option granted to an Eligible Person 
may differ from the terms of an Option granted to another Eligible Person, and 
may differ from the terms of an earlier Option granted to the same Eligible 
Person.

6.  Option Price.   The Option price per share shall be determined by the
Board or the Stock Option Committee at the time any Option is granted, and may
be less than fair market value of the Corporation's shares of Common Stock.
Fair market value as used herein shall be:

          a)    If shares of Stock shall be traded on an exchange or 
over-the-counter market, the mean between the high and low sales prices of 
Stock on such exchange or over-the-counter market on which such shares shall 
be traded on that date, or if such exchanges or over-the-counter market is 
closed or if no shares shall have traded on such a date, on the last preceding 
date on which such shares shall have traded.

           b)   If shares of Stock shall not be traded on an exchange or 
over-the-counter market, the value as determined by a recognized appraiser as 
selected by the Board or the Stock Option Committee.

7.     Purchase of Shares.

          (a)   An Option shall be exercised by the tender to the Corporation
of the full purchase price of the Stock with respect to which the Option is 
exercised and written notice of the exercise. The purchase price of the Stock 
shall be in United States dollars, payable in cash or by check, in property, 
the Corporation stock, or cashless exercise if so permitted by the Board or 
the Stock Option Committee in accordance with the discretion granted in 
Paragraph 6 hereof, having a value equal to such purchase price.

          (b)   The Corporation shall not be required to issue or deliver any 
certificates for shares of Stock purchased upon the exercise of an Option 
prior to (i) If requested by the Corporation, the filing

<PAGE>   8

with the Corporation by the Eligible Person of a representation in writing 
that it is the Eligible Person's then present intention to acquire the Stock 
being purchased for investment and not for resale, and/or (ii) the completion 
of any registration, exemption or other qualification of such shares under any 
securities, governmental or regulatory body, which the Corporation shall 
determine to be necessary or advisable.

8.   Stock Option Committee.  The Stock Option Committee may be appointed from
time to time by the Corporation's Board of Directors.  The Board may from time 
to time remove members from or add members to the Stock Option Committee.  The 
Stock Option Committee shall be constituted so as to permit the Plan to comply 
in all respects with the provisions set forth in Paragraph 21 herein.  The 
Board shall appoint a member of the Stock Option Committee to act as its 
chairman.  The Stock Option Committee shall hold its meetings at such times 
and places as its chairman shall determine.  A majority of the Stock Option 
Committee's Members present in person shall constitute a quorum for the 
transaction of business.  All determinations of the Stock Option Committee 
will be made by the majority vote of the members constituting the quorum.  The 
members may participate in a meeting of the Stock Option Committee by 
conference telephone or similar communications equipment by means of which all 
members participating in the meeting can hear each other. Participating in a 
meeting in that manner will constitute presence in persons at the meeting.  
Any  decision or determination reduced to writing and signed by all members of 
the  Stock Option Committee will be effective as if it had been made by a 
majority vote of all members of the Stock Option Committee at a meeting which 
is duly called and held.

9.  Administration of Plan.   In addition to granting Options and to
exercising the authority granted to it elsewhere in this Plan, the Board or
the Stock Option Committee is granted the full right and authority to
interpret and construe the provisions of this Plan, promulgate, amend and
rescind rules and procedures relating to the implementation of the Plan and
to make all other determinations necessary or advisable for the administration
of the Plan.  All determinations made by the  Board or the Stock Option
Committee shall be final, binding and conclusive on all persons including the
Eligible Person, the Corporation and its stockholders, employees, officers and
directors and consultants.  No member of the Board or the Stock Option
Committee will be liable for any act or omission in connection with the
administration of this Plan unless it is attributable to that member's willful
misconduct.

10.  Determination of Value and Fair Market Value.   In grating Options under
this Plan, the Board or the Stock Option Committee shall make a good faith 
determination as to the value and fair market value of the Stock at this time 
of granting the Option.

11.  Restrictions on Issuance of Stock.   The Corporation shall not be  
obligated to sell or issue any shares of Stock pursuant to the exercise of an 
Option unless the Stock with respect to which the Option is being exercised is 
at that time effectively registered or exempt from registration under the 
Securities Act of 1933, as amended, and any other applicable laws, rules and 
regulations.  The Corporation may condition the exercise of an Option granted 
in accordance herewith upon receipt from the Eligible Person, or any other 
purchaser

<PAGE>   9

thereof, of a written representation that at the time of such exercise it is 
his or her then present intention to acquire the shares of Stock for 
investment and not with a view to, or for sale in connection with, any 
distribution thereof; except that, in the case of a legal representative of an 
Eligible Person, distribution shall be defined to exclude distribution by will 
or under the laws of descent and distribution.  Prior to issuing any shares of 
Stock pursuant to the exercise of an Option, the Corporation shall take such 
steps as it deems necessary to satisfy any withholding tax obligations imposed 
upon it by any level of government.

12.     Exercise in the Event of Death or Termination of Employment. 

        (a)  If an optionee shall die (i) while an employee of the Corporation 
or a Subsidiary or (ii) after termination of his employment with the 
Corporation or a Subsidiary because of his disability, or retirement or 
otherwise, his Options may be exercised, to the extent that the optionee shall 
have been entitled to do so on the date of his death or such termination of 
employment, by the person or persons to whom the optionee's right under the 
Option pass by will or applicable law, or if no such person has such right, by 
his executors or administrators, at any time, or from time to time.  In the 
event of termination of employment because of death while an employee, his 
Options may be exercised not later than the expiration date specified in 
Paragraph 5 or six months after the optionee's death, whichever date is 
earlier, or in the event of termination of employment because of retirement or 
otherwise, no later than the expiration date specified in Paragraph 5 hereof 
or ninety (90) days after the optionee's death, whichever date is earlier.

        (b)  If an optionee's employment by the Corporation or a Subsidiary
shall terminate because of his disability and such optionee has not died within
the following three months, he may exercise his Options, to the extent that he 
shall have been entitled to do so at the date of the termination of his 
employment, at any time, or from time to time, but no later than the 
expiration date specified in Paragraph 5 hereof or six months after 
termination of employment, whichever date is earlier.

        (c)  If an optionee's employment shall terminate with the consent of 
the Board or the Stock Option Committee or involuntarily other than by 
termination for cause, and such optionee has not died within the following 
three months, he may exercise his Option to the extent he shall have been 
entitled to do so at the date of the termination (as described in this 
Paragraph) of his employment, at any time and from to time, but not later than 
the expiration date specified in Paragraph 5 hereof or thirty (30) Days after 
termination of employment, whichever date is earlier.  For purposes of this 
Paragraph 12, termination for cause shall mean termination of employment by 
reason of the optionee's commission of a felony, fraud or willful misconduct 
which has resulted, or is likely to result, in substantial and material damage 
to the Corporation or a Subsidiary, all as the Board or the Stock Option 
Committee in its sole discretion may determine.

<PAGE>  10

        (d)  If an optionee's employment shall terminate for any reason other
than death, disability, retirement or otherwise as set forth in Paragraphs 
13(a)-(c) hereof, all right to exercise his Options shall terminate on the 
date of such termination of employment.

13.  Exercise in the Event of Termination of Consulting Agreement.  If an 
optionee is granted options under a Consulting Agreement and that Consulting 
Agreement is terminated, the optionee's Options may be exercised, to the 
extent that the optionee shall have been entitled to do so, on the date of 
termination.  All right to exercise the optionee's Options shall be terminated 
on the day following the termination of the Consulting Agreement.

14.  Corporate Events.  In the event of the proposed dissolution or liquidation 
of the Corporation, a proposed sale of all or substantially all of the assets 
of the Corporation, a merger or tender for the Corporation's shares of Common 
Stock, the Board of Directors may declare that each Option granted under this 
Plan shall terminate as of a date to be fixed by the Board of Directors; 
provided that not less than thirty (30) days written notice of the date so 
fixed shall be given to each Eligible Person holding an Option, and each such 
Eligible Person shall have the right, during the period of thirty (30) days 
preceding such termination, to exercise his Option as to all or any part of 
the shares of Stock covered thereby, including shares of Stock as to which 
such Option would not otherwise be exercisable.  Nothing set forth herein 
shall extend the term set for purchasing the shares of Stock set forth in the 
Option.

15.   No Guarantee of Employment.  Nothing in this Plan or in any writing 
granting an Option will confer upon any Eligible Person the right to continue 
in the employ of the Eligible Person's employer, or will interfere with or 
restrict in any way the right of the Eligible Person's employer to discharge 
such Eligible Person at any time for any reason whatsoever, with or without 
cause.

16.   Non-transferability.   No Option granted under the Plan shall be 
transferable except by will and the laws of interstate.  During the lifetime 
of the optionee, an Option shall be exercisable only by the holder thereof.

17.   No Rights as Stockholder.  No optionee shall have any rights as a 
stockholder with respect to any shares subject to his Option prior to the date 
of issuance to him of a certificate or certificates for such shares.

18.  Amendment and Discontinuance of Plan.  The Corporation's Board of
Directors may amend, suspend or discontinue this Plan at any time.  However,
no such action may prejudice the rights of any Eligible Person who has prior
thereto been granted Options under this Plan.  The Board of Directors may
modify the Plan, as necessary, to effectuate the intent of the Plan as a
result of any changes in the tax, accounting or securities laws treatment
of Eligible Persons and the Plan.

19.  Compliance With Other Laws and Regulations.  The Plan, the grant and 
exercise of Options thereunder, and the obligation of the Corporation to sell 
and deliver Stock under such options, shall be subject to all applicable 
federal and state laws, rules, and regulations and to such approvals by an 
government or regulatory agency as may be required.  The Corporation shall not 
be required to issue or deliver any

<PAGE>   11

certificates for shares of Stock prior to(a) the listing of such shares on 
any stock exchange or over-the-counter market on which the Stock may then be 
listed and (b) the completion of any registration or qualification of such 
shares under any federal or state law, or any ruling or regulation of any 
government body which the Corporation shall, in its sole discretion, determine 
to be necessary or advisable.  Moreover, no Option may be exercised if its 
exercise or the receipt of Stock pursuant thereto would be contrary to 
applicable laws.

20.  Name.   The Plan shall be known as the SDC INTERNATIONAL, INC., 1998 
Non-Qualified Stock Option Plan.

21.  Notices.   Any notice hereunder shall be in writing and sent by certified
mail, return receipt requested or by facsimile transmission (with electronic 
or written confirmation of receipt) and when addressed to the Corporation or 
the Committee shall be sent to it at its office, 3045 N. Federal Highway, Ft. 
Lauderdale, FL  33306, subject to the right of either party to designate at 
any time hereafter in writing some other address, facsimile number or person 
to whose attention such notice shall be sent.

22.  Headings.   The headings preceding the text of Sections and subparagraphs
hereof are inserted solely for convenience of reference, and shall not 
constitute a part of this Plan nor shall they affect its meaning, construction 
or effect.

23.  Effective Date.  This Plan, the SDC INTERNATIONAL, INC., 1998 
Non-Qualified Stock Option Plan, was adopted by the Board of Directors of the 
Corporation on October 29, 1998.  The effective date of the Plan shall be the 
same date.

     Dated as of October 29, 1998.

                                                                                
                                 SDC INTERNATIONAL, INC.

                                                                                
                                 By: /s/Ronald A. Adams
                                    Ronald A. Adams,  Chairman


<PAGE>   12

                    SDC INTERNATIONAL, INC.
                                                  
             ----------------------------------

                         EXHIBIT 5.1
                                                 
             ----------------------------------

          OPINION AND CONSENT OF BAKER & MCKENZIE
                                                 
             -----------------------------------




<PAGE>   13  



                                                                   
                                       November 6, 1998




SDC International, Inc.
3045 N. Federal Highway
Ft. Lauderdale, Florida 33306

     Re:     Registration Statement on Form S&ltrif;8 

Ladies and Gentlemen:

     On the date hereof, SDC International., Inc., a Florida corporation (the 
"Company"), sent for filing with the Securities and Exchange Commission a 
Registration Statement on Form S-8 (the "Registration Statement"), under the 
Securities Act of 1933, as amended (the "Act").  The Registration Statement 
relates to the offering and sale by the Company of up to 500,000 shares of the 
Company's Common Stock, par value $.001 per share (the "Common Stock"), 
pursuant to stock options ("Options") granted or to be granted under the 
Company's 1998 Non-qualified Stock Option Plan (the "Plan").  We have acted as 
counsel to the Company in connection with the preparation and filing of the 
Registration Statement.

     In connection therewith, we have examined and relied upon the original or 
a copy, certified to our satisfaction, of (i) the Articles of Incorporation 
and Bylaws of the Company; (ii) records of corporate proceedings of the 
Company authorizing the Plan and preparation of the Registration Statement and 
related matters; (iii) the Registration Statement and exhibits thereto; and 
(iv) such other documents and instruments as we have deemed necessary for the 
expression of the opinions herein contained.  In making the foregoing 
examinations, we have assumed the genuineness of all signatures and the 
authenticity of all documents submitted to us as originals, and the conformity 
to original documents of all documents submitted to us as certified or 
photostatic copies.  As to various questions of fact material to this opinion, 
we have relied, to the extent we deem reasonably appropriate, upon 
representations or certificates of officers or directors of the Company and 
upon documents, records and instruments furnished to us by the Company, 
without independently checking or verifying the accuracy of such documents, 
records and instruments.

     Based upon the foregoing examination, we are of the opinion that the
Company presently has available at least 500,000 shares of authorized and 
unissued Common Stock from which the 500,000 shares of Common Stock proposed 
to be sold pursuant to the exercise of Options granted under the Plan may be 
issued.  In addition, assuming that the Company maintains an adequate number 
of authorized but unissued shares of Common Stock available for issuance to 
those persons who choose to exercise their Options, and that the consideration 
for the underlying shares of Common Stock 

<PAGE>   14

issued pursuant to the Options is actually received by the Company as provided 
in the Plan, we are of the opinion that the shares of Common Stock issued 
pursuant to the exercise of Options granted under and in accordance with the 
terms of the Plan will be duly and validly issued, fully paid and 
nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.  In giving such consent, we do not admit that we come 
within the category of persons whose consent is required by Section 7 of the 
Act or the rules and regulations of the Commission thereunder.

                          Sincerely,



                          BAKER & MCKENZIE


<PAGE>   15

                        SDC INTERNATIONAL, INC.
                                                   
                 -----------------------------------

                                                                                
                           EXHIBIT 24.4
                                                    
                 -----------------------------------

                    CONSENT OF SCARANO & TOMARO
                                                   
                -----------------------------------

<PAGE>   16

SCARANO & TOMARO, P.C.             125 Michael Drive, Suite 101
Certified Public Accountants       Syossett, New York 11791
& Consultants                      516-364-0300   Fax: 516-364-3003
  
                    Member of the SEC Practice
                    Section, AICPA Division for 
                            CPA Firms


SDC International, Inc.
3045 N. Federal Highway
Ft. Lauderdale, FL  33306


As independent certified public accountants, we hereby consent to the  
incorporation by reference in this Registration Statement on Form S-8 of our  
report dated December 5, 1997 appearing in SDC International, Inc.'s Annual  
Report on Form 10-KSB for the year ended August 31, 1997.


/s/Scarano & Tomaro, P.C.
Scarano & Tomaro, P.C.
Syossett, New York
November 4, 1998
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As filed with the Securities and Exchange Commission on November  __, 1998
Securities Act Registration No. 333-

           U.S. SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                          FORM S-8
  REGISTRATION STATEMENT  UNDER THE SECURITIES ACT OF 1933

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

Delaware                                        75-2583767
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)         Identification number)     

         3045 N. Federal Highway, Ft. Lauderdale, FL 33306
     (Address of principal executive offices)      (Zip Code)     

  SDC INTERNATIONAL, INC. 1998 NON-QUALIFIED STOCK OPTION PLAN
                   (Full Title of the Plan)

Ronald A. Adams                      Copies to:
Chairman & Chief Executive Officer   Andrew Hulsh, Esquire
SDC INTERNATIONAL, INC.              Baker & McKenzie
3045 N. Federal Highway              200 Brickell Ave, 19th Floor
Ft. Lauderdale, FL  33306            Miami, FL  33131
             (Name & address of agent for service)

                                                                                
                           (305) 789-8900
       (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

Title of securities   Amount        Proposed        Proposed
To be registered      to be         Maximum         Maximum         Amount of
Proposed              Registered    Offering Price  Aggregate       Registration
                                    Per Share       Offering Price  Fee
$0.001 par value     500,000 shares  $ 2.50          $1,250,000     $347.50
*     Estimated for calculation of registration fee only, pursuant to Rule 
457(h)(1), calculated on the basis of the book value of the Company, as 
included in the Company's Form 10-QSB for the three month period ended June 
30, 1998, as filed with the Securities and Exchange Commission.

In addition, pursuant to Rule 416(c) promulgated under the Securities Act of 
1933, this Registration Statement covers an indeterminate amount of interests 
to be offered or sold pursuant to the SDC INTERNATIONAL, INC. 1998 
Nonqualified Stock Option Plan described herein.

This Form S-8 consists of 5 pages.
Exhibits are indexed beginning at page 5.
PART II.  INFORMATION REQUIRED
                  IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

The following documents are incorporated into this Registration Statement by 
reference:

     (1)     The Company's latest Annual Report on Form 10-KSB for the fiscal 
year ended August↕31, 1997, (the "Annual Report"), filed pursuant to 
Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act");

     (2)     All other reports filed by the registrant 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 (1), above.

     (3)     A description of the registrant's common stock and related 
matters included in the registrant's registration statement on Form 10-SB 
filed under the Exchange Act (file no. 000-27520).

     All documents subsequently filed by the Company pursuant to Section 
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this 
Registration Statement and prior to the filing of a post-effective amendment 
to this Registration Statement which indicates that all securities offered by 
this Registration Statement have been sold or which deregisters all securities 
then remaining unsold shall be deemed to be incorporated by reference into 
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 superseded 
for purposes of this Registration Statement to the extent that a statement 
contained herein or in any other subsequently filed document which also is or 
is deemed to be incorporated herein by reference modifies or supersedes such 
statement.  Any such statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this Registration 
Statement.

Item 4.     Description of Securities.

     Not Applicable.

Item 5     Interest to Named experts and Counsel

     Not Applicable.

Item 6.     Indemnification of Directors and Officers.

Florida law and the registrant's Articles of Incorporation authorize the 
registrant to indemnify the Company's directors, officers, employees and 
agents.  In addition, the registrant's Articles and Florida law presently 
limits the personal liability of corporate directors for monetary damages, 
except where the
1

directors (i) breach their fiduciary duties, and (ii) such breach constitutes 
or includes certain violations of criminal law, a transaction from which the 
directors derived an improper personal benefit, certain unlawful distributions 
or certain other reckless, wanton or willful acts or misconduct.

     At present, there is no pending litigation or proceeding involving a 
director or officer of the registrant as to which indemnification is being 
sought, nor is the registrant aware of any threatened litigation that may 
result in claims for indemnification by any officer or director.

Item 7.     Exemption from Registration Claimed.

     Not Applicable.

Item 8.     Exhibits.

     The following is a complete list of exhibits filed as a part of this 
Registration Statement and which are incorporated herein.

Exhibit No.

     4.2     SDC INTERNATIONAL, INC. 1998 Nonqualified Stock Option Plan

     5.1     Opinion of Baker & McKenzie, regarding legality of the securities 
covered by this Registration Statement.

     23.1     Consent of Baker & McKenzie, counsel for the Company, to the use 
of his opinion with respect to the legality of the securities covered by this 
Registration Statement and to the references to such counsel in this 
Registration Statement is contained in such opinion filed as Exhibit 5.1 to 
this Registration Statement.

     23.2     Consent of Scarano & Tomaro, independent auditors.

Item 9.     Undertakings

     (a)     The undersigned registrant hereby undertakes:

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

               (i)     To include any prospectus required by Section 10(a)(3) 
of the Securities Act of 1933 (the "Act");

               (ii)     To reflect in the prospectus any facts or events 
arising after the effective date of this Registration Statement (or the most 
recent post-effective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth in this 
Registration Statement.  Notwithstanding the foregoing, any increase or 
decrease in volume
2

of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high 
end of the estimated maximum offering range may be reflected in the form of 
prospectus filed with the Commission pursuant to Rule 424(b) if, in the 
aggregate, the changes in volume and price represent no more than 20 percent 
change in the maximum aggregate offering price set forth in the  "Calculation 
of Registration Fee" table in the effective Registration Statement.

               (iii)     To include any material information with respect to 
the plan of distribution not previously disclosed in this Registration 
Statement or any material change to such information in the registration 
statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if 
the information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the registrant pursuant 
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by 
reference in this Registration Statement.

          (2)     That, for the purpose of determining any liability under the 
Act, 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 Act, each filing of the registrant's 
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 
that is incorporated by reference in this 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 Act 
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.
3                                                     

                                 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 Ft. Lauderdale, State of Florida, on 
November 27, 1998.

                              SDC INTERNATIONAL, INC.

                              By: /s/      Ronald A. Adams
                                 Ronald A. Adams, Chairman
                                 Chief Executive Officer
                                 And Director

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

                                Signatures and Capacities:

November 27, 1998               /s/ Ronald A. Adams
                                Ronald A. Adams, Chairman, Chief
                                Executive Officer,
                                Chief Financial Officer
                                and Director 

November 27, 1998               /s/ H.S. Green Jr.
                                H.S. Green, Jr., Secretary and
                                Director 

Pursuant to the requirements of the Securities Act of 1933, the Plan 
Administrator has duly caused this Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of Ft. 
Lauderdale, State of Florida on November 27, 1998.

                                 SDC INTERNATIONAL, INC. 1998
                                 NONQUALIFIED STOCK OPTION PLAN

                                 By: /s/      Ronald A. Adams
                                     Ronald A. Adams,
                                     Plan Administrator
4

                              EXHIBIT INDEX

The following is a complete list of exhibits filed as a part of this 
Registration Statement and which are incorporated herein.

Exhibit No.                                                 Page

     4.2  SDC INTERNATIONAL, INC. 1998 Nonqualified           6
          Stock Option Plan
                      
     5.1  Opinion of Baker & McKenzie regarding legality      13
          of the securities covered by this Registration
          statement.
               
     24.3 Consent of Baker & McKenzie, legal counsel          15
          for the Company, to the his opinion with respect
          to the legality of the securities covered by
          this Registration Statement and to the
          references to such counsel in this Registration
          Statement is contained in such opinion filed as
          Exhibit 5.1 to this Registration Statement.
                    -     
     24.4 Consent of Scarano & Tomaro, independent            16
          auditors.
5

                      SDC INTERNATIONAL, INC.
                                                        
                -------------------------------------

                             EXHIBIT 4.2
                                                   
                -------------------------------------

                        SDC INTERNATIONAL, INC.

                1998 NON-QUALIFIED STOCK OPTION PLAN
                                        
                -------------------------------------
6

                        SDC INTERNATIONAL, INC.
                  1998 NON-QUALIFIED STOCK OPTION PLAN

1.  Purpose.   The purpose of this Stock Option Plan (the "Plan") is  to
advance the interests of the SDC INTERNATIONAL, INC., a Delaware
corporation ("SDC") and any Subsidiaries, as hereinafter defined of SDC (SDC
and Subsidiaries collectively referred to as the "Corporation"), by providing
an additional incentive to attract and retain qualified and competent persons
who are key employees, consultants, representatives, officers and directors of
the Corporation upon whose efforts and judgment the success of the Corporation
is largely dependent, and to provide an incentive for other Companies to enter
into a Consulting Agreement with the Corporation, through the encouragement of 
stock ownership in the Corporation, by such persons.  Subsidiary shall mean 
any corporation (other than the Corporation) in an unbroken chain of 
corporations beginning with the Corporation if, at the time the Option is 
granted, each of the corporations other than the last corporation in the 
unbroken chain owns 50% or more of the total combined voting power of all 
classes of stock in one of the other corporations in such chain.

2.  Grant of Options;  Generally.   In accordance with the provisions  
hereinafter set forth in this Plan, the Board of Directors (the "Board") or 
the Stock Option Committee (the "Stock Option Committee") of the Corporation 
is hereby authorized to issue from time to time on the Corporation's behalf to 
any one or more Eligible Persons, as hereinafter defined, non-qualified stock 
(Options) options to acquire shares of the Corporation's $.001 par value Common 
Stock (the "Stock").

3.  Amount of Stock.   The aggregate number of shares of Stock which may be 
purchased pursuant to the exercise of Options shall be 500,000 shares.  If an 
Option ceases to be exercisable, in whole or in part, the shares of Stock 
underlying such Option shall continue to be available under this Plan.  
Further, if shares of Stock are delivered to the Corporation as payment for 
shares of Stock purchased by the exercise of an Option granted under this 
Plan, such shares of Stock shall also be available under this Plan. If there 
is any change in the number of shares of Stock on account of the declaration 
of stock dividends, recapitalization resulting in stock split-ups, or 
combinations or exchanges of shares Stock, or otherwise, the number of shares 
of Stock available for purchase upon the exercise of Options, the shares of 
Stock subject to any Option and the exercise price of any outstanding Option 
shall be appropriately adjusted by the Board or the Stock Option Committee. 
The Board or the Stock Option Committee shall give notice of any adjustments 
to each Eligible Person granted an Option under this Plan, and such 
adjustments shall be effective and binding on all Eligible Persons.  If 
because of one or more recapitalizations, reorganizations or other corporate 
events, the holders of outstanding Stock receive something other than shares 
of Stock then, upon exercise of an Option, the Eligible Person will receive 
what the holder would have owned if the holder had exercised the Option 
immediately before the first such corporate event and not dispose of anything 
the holder received as a result of the corporate event.
7

4.  Eligible Persons.   An Eligible Person means (i) any individual who is 
employed by the Corporation, (ii) any director of the Corporation or any 
Subsidiary of the Corporation, (iii) any consultant or representative of the 
Corporation or any Subsidiary of the Corporation, or (iv) any Company that is 
a party to a Consulting Agreement with the Corporation.

5.  Grant of Options.   The Board or the Stock Option Committee has the right
to issue the Options established by this Plan to Eligible Persons.  The Board
or the Stock Option Committee shall follow the procedures prescribed for it 
elsewhere in this Plan.  A grant of Options shall be set forth in writing 
signed on behalf of the Corporation or by a majority of the members of the 
Stock Option Committee.  The writing shall the terms which govern the Option.  
The terms shall be determined by the Board or the Stock Committee, and may 
include, among other terms, the number of shares of Stock that may be acquired 
pursuant to the exercise of the Options, when the Options may be exercised, 
the period for which the Option is granted and including the expiration date, 
the effect on the Options if the Eligible Person terminates employment and 
whether the Eligible Person may deliver shares of Stock or property to pay for 
the shares of Stock to be purchased by the exercise of the Option.  However, 
no term shall be set forth in the writing which is inconsistent with any of  
the terms of this Plan.  The terms of an Option granted to an Eligible Person 
may differ from the terms of an Option granted to another Eligible Person, and 
may differ from the terms of an earlier Option granted to the same Eligible 
Person.

6.  Option Price.   The Option price per share shall be determined by the
Board or the Stock Option Committee at the time any Option is granted, and may
be less than fair market value of the Corporation's shares of Common Stock.
Fair market value as used herein shall be:

          a)    If shares of Stock shall be traded on an exchange or 
over-the-counter market, the mean between the high and low sales prices of 
Stock on such exchange or over-the-counter market on which such shares shall 
be traded on that date, or if such exchanges or over-the-counter market is 
closed or if no shares shall have traded on such a date, on the last preceding 
date on which such shares shall have traded.

           b)   If shares of Stock shall not be traded on an exchange or 
over-the-counter market, the value as determined by a recognized appraiser as 
selected by the Board or the Stock Option Committee.

7.     Purchase of Shares.

          (a)   An Option shall be exercised by the tender to the Corporation
of the full purchase price of the Stock with respect to which the Option is 
exercised and written notice of the exercise. The purchase price of the Stock 
shall be in United States dollars, payable in cash or by check, in property, 
the Corporation stock, or cashless exercise if so permitted by the Board or 
the Stock Option Committee in accordance with the discretion granted in 
Paragraph 6 hereof, having a value equal to such purchase price.

          (b)   The Corporation shall not be required to issue or deliver any 
certificates for shares of Stock purchased upon the exercise of an Option 
prior to (i) If requested by the Corporation, the filing
8

with the Corporation by the Eligible Person of a representation in writing 
that it is the Eligible Person's then present intention to acquire the Stock 
being purchased for investment and not for resale, and/or (ii) the completion 
of any registration, exemption or other qualification of such shares under any 
securities, governmental or regulatory body, which the Corporation shall 
determine to be necessary or advisable.

8.   Stock Option Committee.  The Stock Option Committee may be appointed from
time to time by the Corporation's Board of Directors.  The Board may from time 
to time remove members from or add members to the Stock Option Committee.  The 
Stock Option Committee shall be constituted so as to permit the Plan to comply 
in all respects with the provisions set forth in Paragraph 21 herein.  The 
Board shall appoint a member of the Stock Option Committee to act as its 
chairman.  The Stock Option Committee shall hold its meetings at such times 
and places as its chairman shall determine.  A majority of the Stock Option 
Committee's Members present in person shall constitute a quorum for the 
transaction of business.  All determinations of the Stock Option Committee 
will be made by the majority vote of the members constituting the quorum.  The 
members may participate in a meeting of the Stock Option Committee by 
conference telephone or similar communications equipment by means of which all 
members participating in the meeting can hear each other. Participating in a 
meeting in that manner will constitute presence in persons at the meeting.  
Any  decision or determination reduced to writing and signed by all members of 
the  Stock Option Committee will be effective as if it had been made by a 
majority vote of all members of the Stock Option Committee at a meeting which 
is duly called and held.

9.  Administration of Plan.   In addition to granting Options and to
exercising the authority granted to it elsewhere in this Plan, the Board or
the Stock Option Committee is granted the full right and authority to
interpret and construe the provisions of this Plan, promulgate, amend and
rescind rules and procedures relating to the implementation of the Plan and
to make all other determinations necessary or advisable for the administration
of the Plan.  All determinations made by the  Board or the Stock Option
Committee shall be final, binding and conclusive on all persons including the
Eligible Person, the Corporation and its stockholders, employees, officers and
directors and consultants.  No member of the Board or the Stock Option
Committee will be liable for any act or omission in connection with the
administration of this Plan unless it is attributable to that member's willful
misconduct.

10.  Determination of Value and Fair Market Value.   In grating Options under
this Plan, the Board or the Stock Option Committee shall make a good faith 
determination as to the value and fair market value of the Stock at this time 
of granting the Option.

11.  Restrictions on Issuance of Stock.   The Corporation shall not be  
obligated to sell or issue any shares of Stock pursuant to the exercise of an 
Option unless the Stock with respect to which the Option is being exercised is 
at that time effectively registered or exempt from registration under the 
Securities Act of 1933, as amended, and any other applicable laws, rules and 
regulations.  The Corporation may condition the exercise of an Option granted 
in accordance herewith upon receipt from the Eligible Person, or any other 
purchaser
9

thereof, of a written representation that at the time of such exercise it is 
his or her then present intention to acquire the shares of Stock for 
investment and not with a view to, or for sale in connection with, any 
distribution thereof; except that, in the case of a legal representative of an 
Eligible Person, distribution shall be defined to exclude distribution by will 
or under the laws of descent and distribution.  Prior to issuing any shares of 
Stock pursuant to the exercise of an Option, the Corporation shall take such 
steps as it deems necessary to satisfy any withholding tax obligations imposed 
upon it by any level of government.

12.     Exercise in the Event of Death or Termination of Employment. 

        (a)  If an optionee shall die (i) while an employee of the Corporation 
or a Subsidiary or (ii) after termination of his employment with the 
Corporation or a Subsidiary because of his disability, or retirement or 
otherwise, his Options may be exercised, to the extent that the optionee shall 
have been entitled to do so on the date of his death or such termination of 
employment, by the person or persons to whom the optionee's right under the 
Option pass by will or applicable law, or if no such person has such right, by 
his executors or administrators, at any time, or from time to time.  In the 
event of termination of employment because of death while an employee, his 
Options may be exercised not later than the expiration date specified in 
Paragraph 5 or six months after the optionee's death, whichever date is 
earlier, or in the event of termination of employment because of retirement or 
otherwise, no later than the expiration date specified in Paragraph 5 hereof 
or ninety (90) days after the optionee's death, whichever date is earlier.

        (b)  If an optionee's employment by the Corporation or a Subsidiary
shall terminate because of his disability and such optionee has not died within
the following three months, he may exercise his Options, to the extent that he 
shall have been entitled to do so at the date of the termination of his 
employment, at any time, or from time to time, but no later than the 
expiration date specified in Paragraph 5 hereof or six months after 
termination of employment, whichever date is earlier.

        (c)  If an optionee's employment shall terminate with the consent of 
the Board or the Stock Option Committee or involuntarily other than by 
termination for cause, and such optionee has not died within the following 
three months, he may exercise his Option to the extent he shall have been 
entitled to do so at the date of the termination (as described in this 
Paragraph) of his employment, at any time and from to time, but not later than 
the expiration date specified in Paragraph 5 hereof or thirty (30) Days after 
termination of employment, whichever date is earlier.  For purposes of this 
Paragraph 12, termination for cause shall mean termination of employment by 
reason of the optionee's commission of a felony, fraud or willful misconduct 
which has resulted, or is likely to result, in substantial and material damage 
to the Corporation or a Subsidiary, all as the Board or the Stock Option 
Committee in its sole discretion may determine.
10

        (d)  If an optionee's employment shall terminate for any reason other
than death, disability, retirement or otherwise as set forth in Paragraphs 
13(a)-(c) hereof, all right to exercise his Options shall terminate on the 
date of such termination of employment.

13.  Exercise in the Event of Termination of Consulting Agreement.  If an 
optionee is granted options under a Consulting Agreement and that Consulting 
Agreement is terminated, the optionee's Options may be exercised, to the 
extent that the optionee shall have been entitled to do so, on the date of 
termination.  All right to exercise the optionee's Options shall be terminated 
on the day following the termination of the Consulting Agreement.

14.  Corporate Events.  In the event of the proposed dissolution or liquidation 
of the Corporation, a proposed sale of all or substantially all of the assets 
of the Corporation, a merger or tender for the Corporation's shares of Common 
Stock, the Board of Directors may declare that each Option granted under this 
Plan shall terminate as of a date to be fixed by the Board of Directors; 
provided that not less than thirty (30) days written notice of the date so 
fixed shall be given to each Eligible Person holding an Option, and each such 
Eligible Person shall have the right, during the period of thirty (30) days 
preceding such termination, to exercise his Option as to all or any part of 
the shares of Stock covered thereby, including shares of Stock as to which 
such Option would not otherwise be exercisable.  Nothing set forth herein 
shall extend the term set for purchasing the shares of Stock set forth in the 
Option.

15.   No Guarantee of Employment.  Nothing in this Plan or in any writing 
granting an Option will confer upon any Eligible Person the right to continue 
in the employ of the Eligible Person's employer, or will interfere with or 
restrict in any way the right of the Eligible Person's employer to discharge 
such Eligible Person at any time for any reason whatsoever, with or without 
cause.

16.   Non-transferability.   No Option granted under the Plan shall be 
transferable except by will and the laws of interstate.  During the lifetime 
of the optionee, an Option shall be exercisable only by the holder thereof.

17.   No Rights as Stockholder.  No optionee shall have any rights as a 
stockholder with respect to any shares subject to his Option prior to the date 
of issuance to him of a certificate or certificates for such shares.

18.  Amendment and Discontinuance of Plan.  The Corporation's Board of
Directors may amend, suspend or discontinue this Plan at any time.  However,
no such action may prejudice the rights of any Eligible Person who has prior
thereto been granted Options under this Plan.  The Board of Directors may
modify the Plan, as necessary, to effectuate the intent of the Plan as a
result of any changes in the tax, accounting or securities laws treatment
of Eligible Persons and the Plan.

19.  Compliance With Other Laws and Regulations.  The Plan, the grant and 
exercise of Options thereunder, and the obligation of the Corporation to sell 
and deliver Stock under such options, shall be subject to all applicable 
federal and state laws, rules, and regulations and to such approvals by an 
government or regulatory agency as may be required.  The Corporation shall not 
be required to issue or deliver any
11

certificates for shares of Stock prior to(a) the listing of such shares on 
any stock exchange or over-the-counter market on which the Stock may then be 
listed and (b) the completion of any registration or qualification of such 
shares under any federal or state law, or any ruling or regulation of any 
government body which the Corporation shall, in its sole discretion, determine 
to be necessary or advisable.  Moreover, no Option may be exercised if its 
exercise or the receipt of Stock pursuant thereto would be contrary to 
applicable laws.

20.  Name.   The Plan shall be known as the SDC INTERNATIONAL, INC., 1998 
Non-Qualified Stock Option Plan.

21.  Notices.   Any notice hereunder shall be in writing and sent by certified
mail, return receipt requested or by facsimile transmission (with electronic 
or written confirmation of receipt) and when addressed to the Corporation or 
the Committee shall be sent to it at its office, 3045 N. Federal Highway, Ft. 
Lauderdale, FL  33306, subject to the right of either party to designate at 
any time hereafter in writing some other address, facsimile number or person 
to whose attention such notice shall be sent.

22.  Headings.   The headings preceding the text of Sections and subparagraphs
hereof are inserted solely for convenience of reference, and shall not 
constitute a part of this Plan nor shall they affect its meaning, construction 
or effect.

23.  Effective Date.  This Plan, the SDC INTERNATIONAL, INC., 1998 
Non-Qualified Stock Option Plan, was adopted by the Board of Directors of the 
Corporation on October 29, 1998.  The effective date of the Plan shall be the 
same date.

     Dated as of October 29, 1998.

                                                                                
                                 SDC INTERNATIONAL, INC.

                                                                                
                                 By: /s/Ronald A. Adams
                                    Ronald A. Adams,  Chairman
12

                    SDC INTERNATIONAL, INC.
                                                  
             ----------------------------------

                         EXHIBIT 5.1
                                                 
             ----------------------------------

          OPINION AND CONSENT OF BAKER & MCKENZIE
                                                 
             -----------------------------------
13  

                                                                   
                                       November 6, 1998

SDC International, Inc.
3045 N. Federal Highway
Ft. Lauderdale, Florida 33306

     Re:     Registration Statement on Form S◂8 

Ladies and Gentlemen:

     On the date hereof, SDC International., Inc., a Florida corporation (the 
"Company"), sent for filing with the Securities and Exchange Commission a 
Registration Statement on Form S-8 (the "Registration Statement"), under the 
Securities Act of 1933, as amended (the "Act").  The Registration Statement 
relates to the offering and sale by the Company of up to 500,000 shares of the 
Company's Common Stock, par value $.001 per share (the "Common Stock"), 
pursuant to stock options ("Options") granted or to be granted under the 
Company's 1998 Non-qualified Stock Option Plan (the "Plan").  We have acted as 
counsel to the Company in connection with the preparation and filing of the 
Registration Statement.

     In connection therewith, we have examined and relied upon the original or 
a copy, certified to our satisfaction, of (i) the Articles of Incorporation 
and Bylaws of the Company; (ii) records of corporate proceedings of the 
Company authorizing the Plan and preparation of the Registration Statement and 
related matters; (iii) the Registration Statement and exhibits thereto; and 
(iv) such other documents and instruments as we have deemed necessary for the 
expression of the opinions herein contained.  In making the foregoing 
examinations, we have assumed the genuineness of all signatures and the 
authenticity of all documents submitted to us as originals, and the conformity 
to original documents of all documents submitted to us as certified or 
photostatic copies.  As to various questions of fact material to this opinion, 
we have relied, to the extent we deem reasonably appropriate, upon 
representations or certificates of officers or directors of the Company and 
upon documents, records and instruments furnished to us by the Company, 
without independently checking or verifying the accuracy of such documents, 
records and instruments.

     Based upon the foregoing examination, we are of the opinion that the
Company presently has available at least 500,000 shares of authorized and 
unissued Common Stock from which the 500,000 shares of Common Stock proposed 
to be sold pursuant to the exercise of Options granted under the Plan may be 
issued.  In addition, assuming that the Company maintains an adequate number 
of authorized but unissued shares of Common Stock available for issuance to 
those persons who choose to exercise their Options, and that the consideration 
for the underlying shares of Common Stock
14

issued pursuant to the Options is actually received by the Company as provided 
in the Plan, we are of the opinion that the shares of Common Stock issued 
pursuant to the exercise of Options granted under and in accordance with the 
terms of the Plan will be duly and validly issued, fully paid and 
nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.  In giving such consent, we do not admit that we come 
within the category of persons whose consent is required by Section 7 of the 
Act or the rules and regulations of the Commission thereunder.

                          Sincerely,

                          BAKER & MCKENZIE
15

                        SDC INTERNATIONAL, INC.
                                                   
                 -----------------------------------

                                                                                
                           EXHIBIT 24.4
                                                    
                 -----------------------------------

                    CONSENT OF SCARANO & TOMARO
                                                   
                -----------------------------------
16

SCARANO & TOMARO, P.C.             125 Michael Drive, Suite 101
Certified Public Accountants       Syossett, New York 11791
& Consultants                      516-364-0300   Fax: 516-364-3003
  
                    Member of the SEC Practice
                    Section, AICPA Division for 
                            CPA Firms

SDC International, Inc.
3045 N. Federal Highway
Ft. Lauderdale, FL  33306

As independent certified public accountants, we hereby consent to the  
incorporation by reference in this Registration Statement on Form S-8 of our  
report dated December 5, 1997 appearing in SDC International, Inc.'s Annual  
Report on Form 10-KSB for the year ended August 31, 1997.

/s/Scarano & Tomaro, P.C.
Scarano & Tomaro, P.C.
Syossett, New York
November 4, 1998