SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

         Pursuant to Section 13 or 15(d) of the Securities Exchange Act

                                  June 22, 1998
                                 Date of Report
                        (Date of Earliest Event Reported)

                           OLYMPUS M.T.M. CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

               UTAH                0-16665              87-0426358
          (State or other (Commission File No.) (IRS Employer I.D. No.)
          Jurisdiction)

                        2455 East Sunrise Blvd, Suite 401
                            Ft. Lauderdale, FL 33304
                    (Address of Principal Executive Offices)


                          Registrant's Telephone Number
                                 (888) 522-0958


                         5525 South 900 East, Suite 110
                            Salt Lake City, UT 84117
          (Former Name or Former Address if changed Since Last Report)













Item 1.   Changes in Control of Registrant.

     (a) Pursuant to an Agreement and Plan of Reorganization dated June 22, 1998
(the "Plan"),  between the  Registrant;  The Internet  Advisory  Corporation,  a
Florida corporation ("IAC"); and the stockholders of IAC, as listed on Exhibit A
of the Plan,  (sometimes  collectively called the "IAC  Stockholders"),  the IAC
Stockholders  became  the  controlling  stockholders  of  the  Registrant  in  a
transaction viewed as an asset purchase.  The Plan will be treated as a purchase
of IAC for accounting purposes,  and the effective date of the Plan was June 22,
1998.

     The Plan was  adopted,  ratified  and  approved by a quorom of the Board of
Directors  of the  Registrant,  and by the  unanimous  consent  of the  Board of
Directors and the majority (greater than 80%, as qualified by Section 1.7 of the
"Plan" incorporated herein) of the IAC Stockholders.

     The source of the  consideration  used by the IAC  Stockholders  to acquire
their  respective  interest in the  Registrant  was the  exchange of 100% of the
assets and  liabilities  of IAC for 6,000,000  "unregistered"  and  "restricted"
shares of $0.001 par value common stock of the Registrant, pursuant to the Plan.

          The basis of the "control" by the IAC Stockholders is stock ownership.
See the table below under Paragraph (b) of this Item.

         The former  principal  stockholder  of the Registrant and the number of
pre-Plan shares owned and the percentage of ownership of such outstanding voting
securities  of the  Registrant  prior to the  completion  of the Plan was Jenson
Services,  Inc.,  consultant  to the  Registrant,  936,350  shares or 77.9%,  as
reported in the  Registrant's  10-QSB Quarterly Report for the quarter ended May
31, 1998,  which has been filed with the Securities and Exchange  Commission and
which is  incorporated  herein  by  reference,  with the  exception  of  300,000
"unregistered"   and  "restricted"   shares  issued  after  the  filing  of  the
aforementioned 10-QSB. See Item 7.

          Pursuant to the Plan, the Registrant was required:

     1. To issue 6,000,000  "unregisterd" and "restricted"  shares of $0.001 par
value  common  stock  as the  sole  consideration  for  the  assets  of IAC  and
the assumption of its liabilities;

     2.  Following  resignations,  in seriatim,  of the  directors and executive
officers  of the  Registrant,  to  designate  and elect,  in  seriatim,  Jeffrey
Olweean, Nicole Leigh and Barbara Fytton, as directors and executive officers of
the Registrant, to serve until the next annual meeting of stockholders and until
their  respective  successors  are  elected and  qualified  or until their prior
resignations or terminations.  Resumes of these persons are included below under
the caption "Management" of Item 2.

     Taking into  account  the shares  issued to the IAC  Stockholders,  and the
pre-Plan outstanding shares of common voting stock of the Registrant,  there are
or will be 7,202,017  outstanding  shares of common stock of the Registrant as a
result of the foregoing.






          A copy of the  Plan,  including  any  material  exhibits  and  related
instruments,  accompanies this Report, which, by this reference, is incorporated
herein; the foregoing summary is modified in its entirety by such reference. See
Item 7.

     (b) The following  table contains  information  regarding share holdings of
the Registrant's  current directors and executive  officers and those persons or
entities who  beneficially  own more than 5% of the  Registrant's  common stock,
after taking into account the completion of the Plan, to wit:



                                                              Amount and Nature   Percent
                                                                 of Beneficial       of
Name                                    Title                      Ownership        Class


                                                                                
Jeffrey Olweean ....................   President and Director        1,452,900      20.7%

Nicole Leigh .......................   Vice President and Director   1,452,900      20.7%

Barbara Fytton* ....................   Director                      2,809,800      39.0%

Jenson Services, Inc. ..............   Stockholder                     636,350       8.8%

All directors and executive officers
as a group (3) .....................                                                80.0%

* Barbara  Fytton and Francis Fytton (see the heading  "Management",  below) and
are mother and son, respectively.  Francis Fytton is the owner of 100,000 shares
and they could both be considered  beneficial  owners of the shares owned by the
other.


Item 2.  Acquisition or Disposition of Assets.

         (a) See Item 1 of this Report.  The  consideration  exchanged under the
Plan was  negotiated  at "arms  length"  between  the  directors  and  executive
officers of the Registrant and the IAC Stockholders,  and the Board of Directors
of the  Registrant  used  criteria  used  in  similar  proposals  involving  the
Registrant  in the  past,  including  the  relative  value of the  assets of the
Registrant;  its present and past business  operations;  the future potential of
IAC;  its  management;  and the  potential  benefit to the  stockholders  of the
Registrant.  The  Board  of  Directors  determined  in his good  faith  that the
consideration for the exchange was reasonable, under these circumstances.

         No  director,  executive  officer  or person who may be deemed to be an
affiliate of the Registrant had any direct or indirect  interest in IAC prior to
the completion of the Plan.

         (b)  The  Registrant,  intends  to  continue  the  business  operations
formerly conducted by IAC, which are described below under the caption Business.

                                    Business







     The Registrant,  having purchased the assets of IAC ("The Internet Advisory
Corporation")  is engaged in the business of providing web site  programming and
web hosting to small, medium and large size companies.


                                   Management

    Names         Title or Position                    Ages

Jeffrey Olweean   President and Director               35
Nicole Leigh      Vice President and Director          26
Barbara Fytton    Director                             69
Francis Fytton    Technical Coordinator                45

Resumes

Jeffrey  Olweean.  President.  Mr. Olweean has been involved in the stock market
and computer  industry for the past 12 years.  Past experience  includes raising
financing for various  companies,  both private and public,  and  overseeing the
implementation  of business plans for public  companies and stock  trading.  Mr.
Olweean  graduated  with honors from Michigan  State  University in 1986 and has
been involved in the financial business arena since.

Nicole Leigh.  Executive Vice President.  For the past four years, Ms. Leigh has
handled broker and investor relations for various public corporations, including
the  research  and  production  of  newsletters,   press  releases  and  general
advertising  for the  investor  relations  firm of Chez  Inc.  Prior  experience
includes Graphic Design and Internet Web site Design.

Barbara Fytton.  Director.  Company Director to Raymond Loewy International Ltd.
in the  UK,  France  and  Switzerland  for 18  years.  Now  currently  Financial
comptroller of both William White Switchgear Ltd, a UK defense  contractor,  and
Ward Executive and Management Recruitment Company, based in the UK.

Francis Fytton.  Technical Coordinator.  Mr. Fytton has over 20 years experience
in the computer  industry  commencing with Sperry Univac in London,  England and
then transferred to their Chicago office. He has been involved in all aspects of
the computer  industry,  including  network  specialist with Xerox  Corporation,
Software  Product  Manager  for  Crowntek  Networks  and  Product  Manager  with
Microsoft  Corporation.  For the past  three  years,  Mr.  Fytton  has owned and
operated  Internet  Websites,   acted  as  consultant  and  conducted  seminsars
throughout the U.S. and Canada for  businesses  wishing to utilize the Internet.
Mr. Fytton is the son of Barbara Fytton.



                                  Risk Factors

Limited Operating  History.  The Registrant has only a limited operating history
upon which






an evaluation of the  Registrant  and its prospects can be based.  Its prospects
must be considered in light of the risks,  expenses and difficulties  frequently
encountered  by  companies  in their  early stage of  development,  particularly
companies in new and rapidly evolving markets.  To address these risks, it must,
among  other  things,  respond  to  competitive  developments.  There  can be no
assurance that the Registrant will be successful in addressing such risks.

          Future  Capital  Requirements;  Uncertainty  of  Future  Funding.  The
Registrant  presently has extremely limited operating  capital.  It will require
substantial  additional  funding  in order to  realize  its goals of  commencing
nationwide marketing of its products and services.  Depending upon the growth of
its business  operations  and the  acceptance of its products and services,  the
Registrant  will need to raise  substantial  additional  funds through equity or
debt financing,  which may be very difficult for such a speculative  enterprise.
There can be no assurance that such additional funding will be made available to
the  Registrant,   or  if  made  available,  that  the  terms  thereof  will  be
satisfactory  to the  Registrant.  Furthermore,  any equity funding will cause a
substantial  decrease  in  the  proportional  ownership  interests  of  existing
stockholders.

Governmental  Regulation.  The  Registrant  is not  currently  subject to direct
regulation  by any  government  agency,  other than  regulations  applicable  to
businesses generally.

          Limited Market for Common Stock; Limited Market for Shares. Any market
price that may develop for shares of common stock of the Registrant is likely to
be very volatile,  and factors such as success or lack thereof in developing and
marketing  the  Registrant's  products and services,  competition,  governmental
regulation  and  fluctuations  in operating  results may all have a  significant
effect. In addition, the stock markets generally have experienced,  and continue
to  experience,  extreme price and volume  fluctuations  which have affected the
market price of many small capital companies and which have often been unrelated
to  the  operating   performance   of  these   companies.   These  broad  market
fluctuations,  as  well  as  general  economic  and  political  conditions,  may
adversely affect the market price of the Registrant's common stock in any market
that may develop.

          Dilution. Dilution usually results from the substantially lower prices
paid by insiders for their  securities in a company when compared with the price
being paid by other  investors.  Financial  Statements  of IAC and the Pro Forma
Combined  Balance Sheets and Statements of Operations of the Registrant and IAC,
taking into account the  completion of the Plan,  and as described  under Item 7
have not been completed to date.

          The  issuance  of  the  securities  to  the  IAC   Stockholders   will
substantially dilute the interest of other stockholders in the Registrant.

          Future Sales of Common Stock.  There is presently a limited market for
the  shares of common  stock of the  Registrant.  See the Risk  Factor  "Limited
Market for Common Stock;  Limited Market for Shares," above. There are presently
265,667 shares of common stock of the Registrant which are believed to be freely
tradeable in the  over-the-counter  market.  The sale of the  securities  by the
Consultants  could have a  substantial  adverse  effect on any market  which may
develop  in  the  Registrant's  securities,   and  potential  investors  in  the
Registrant's  securities  should  carefully  weigh the present  limited  "public
float" of the Registrant's securities. Future sales of securities by the






Board  of  Directors  pursuant  to  Rule  144 of  the  Securities  and  Exchange
Commission  may also have an adverse  impact on any market  which may develop in
the  Registrant's  securities.  Presently,  Rule 144 requires a one year holding
period prior to public sale of "restricted  securities" in accordance  with this
Rule;  the  Directors  could  each sell (i) an  amount  equal to 1% of the total
outstanding  securities of the  Registrant in any three month period or (ii) the
average  weekly  reported  volume of trading in such  securities on all national
securities and exchanges or reported through the automated quotation system of a
registered  securities  association during the four calendar weeks preceding the
filing of  notice  under  Rule 144 (this  computation  is not  available  to OTC
Bulletin Board companies), with the one year holding period to have commenced on
June 22, 1998.

         Voting   Control.   By  virtue  of  their   collective   ownership   of
approximately 80% of the Registrant's outstanding voting securities, the current
Directors have the ability to elect all of the  Registrant's  directors,  who in
turn  elect  all  executive  officers,  without  regard  to the  votes  of other
stockholders. Collectively, these persons may be deemed to have absolute control
over the management and affairs of the Registrant.

          Dependence  on  Key  Personnel.   The   Registrant's   performance  is
substantially  dependent on the  performance  of its executive  officers and key
employees. Given the Registrant's early stage of development,  the Registrant is
dependent  on its  ability  to  retain  and  motivate  high  quality  personnel,
especially its current  management.  The Registrant does not have a "key person"
life insurance  policy on any of its employees.  The loss of the services of any
of its executive  officers or other key employees could have a material  adverse
effect  on  the  business,  operating  results  or  financial  condition  of the
Registrant.

          Dividends.  The Registrant does not anticipate paying dividends on its
common stock in the foreseeable  future.  Future dividends,  if any, will depend
upon the Registrant's  earnings, if any, and subscribers who anticipate the need
of cash dividends from their investment  should refrain from the purchase of the
Shares being offered hereby.

          Penny  Stock.  The  Registrant's  securities  are  deemed to be "penny
stock" as defined in Rule 3a51-1 of the Securities and Exchange Commission; this
designation  may have an adverse effect on the  development of any public market
for the Registrant's  shares of common stock or, if such a market develops,  its
continuation,  as broker-dealers are required to personally determine whether an
investment in the securities is suitable for customers prior to any solicitation
of any offer to purchase these securities.

          Penny stocks are securities (i) with a price of less than five dollars
per share; (ii) that are not traded on a "recognized"  national exchange;  (iii)
whose  prices  are  not  quoted  on  the  NASDAQ   automated   quotation  system
(NASDAQ-listed  stocks must still meet  requirement  (i)  above);  or (iv) of an
issuer with net tangible  assets less than $2,000,000 (if the issuer has been in
continuous  operation for at least three years) or $5,000,000  (if in continuous
operation for less than three years),  or with average  annual  revenues of less
than $6,000,000 for the last three years.

          Section 15(g) of the Securities Exchange Act of 1934, as amended,  and
Rule 15g-2 of the  Securities  and Exchange  Commission  require  broker-dealers
dealing in penny stocks to provide






potential  investors with a document disclosing the risks of penny stocks and to
obtain a  manually  signed and dated  written  receipt  of the  document  before
effecting any transaction in a penny stock for the investor's account. Potential
investors  in the  Registrant's  common  stock are urged to obtain and read such
disclosure  carefully before  purchasing any shares that are deemed to be "penny
stock."

          Further, Rule 15g-9 of the Securities and Exchange Commission requires
broker-dealers  in penny  stocks to  approve  the  account of any  investor  for
transactions  in such stocks  before  selling any penny stock to that  investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements may make it more difficult for purchasers of
the  Registrant's  common stock to resell  their  shares to third  parties or to
otherwise dispose of them.

     Indemnification of Directors, Officers, Employees and Agents. The Bylaws of
the Registrant  provide for  indemnification to the fullest extent allowed under
the Utah  Revised  Business  Corporation  Act.  Generally,  under  this  Act,  a
corporation  has the power to  indemnify  any  person who is made a party to any
civil, criminal,  administrative or investigative proceeding,  other than action
by or any right of the corporation, by reason of the fact that such person was a
director,  officer,  employee  or agent of the  corporation,  against  expenses,
including  reasonable  attorney's  fees,  judgments,  fines and amounts  paid in
settlement of any such actions;  provided,  however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct committed
was unlawful.  It is the position of the Securities and Exchange Commission that
indemnification  against  liabilities  for violations of the federal  securities
laws, rules and regulations is against public policy.

Item 3.  Bankruptcy or Receivership.

         None; not applicable.

Item 4.  Changes in Registrant's Certifying Accountant.

         There  has been no  change in the  Registrant's  certifying  accountant
during the past two years.

         On  completion  of the Plan with IAC, the new  directors  and executive
officers intend to engaged Mantyla, McReynolds and Associates of Salt Lake City,
Utah, to audit the financial statements of the IAC and consolidated  pro-forma's
of the Registrant and IAC.

Item 5.  Other Events.







         See Item 1.

Item 6.  Resignations of Directors and Executive Officers.

     As a result of the completion of the Plan,  Ernest  Psarras,  Terry Hardman
and  Quinton  Hamilton  resigned  as  directors  and  executive  officers of the
Registrant, and designated, in seriatim, the directors and executive officers of
IAC to serve in their same  capacities in which they served under IAC, until the
next annual meeting of stockholders  and until their  respective  successors are
elected and qualified or until their prior  resignations  or  terminations.  See
Item 1(a).

Item 7.  Financial Statements and Exhibits.

         (a)  Financial Statements of Businesses Acquired.

         Audited Financial Statements are being prepared and will be filed as an
amendment to this Form 8-K within 75 days of the date hereof.

         (b)  Pro Forma Financial Information.

     Combined Balance Sheets,  Combined  Statements of Operations of Olympus and
IAC are being prepared and will be filed within 75 days of the date hereof.

            Exhibits.

                                                                     Exhibit
Description of Exhibits                                              Number

Agreement and Plan of Reorganization                                    2
     (A)  Stockholders of The Internet Advisory Corporation              
     (B)  Assets and liabilities of The Internet Advisory Corporation
     (C)  Olympus M.T.M. Corporation Audited Financial Statements for the 
          periods ended November 30, 1997 and 1996
     (D)  Stock issued to Jenson Services, Inc.
     (E)  The Internet Advisory Corporationm Unaudited Balance Sheet for the 
          period ended March 31 1998
     (F)  Exceptions
     (G)  Investment Letter
     (H)  Certificate of Officer Pursuant to Agreement and Plan of 
          Reorganization - Olympus M.T.M.
     (I)  Certificate of Officer Pursuant to Agreement and Plan of 
          Reorganization - The Internet Advisory Corporation

Documents Incorporated by Reference*

10-KSB Annual Report for the year ended December 31, 1997.

10-QSB Quarterly Report for the quarter ended May 31, 1997.

    *    Summaries  of any  exhibit  are  modified  in  their  entirety  by this
         reference to each exhibit.

Item 8.  Change in Fiscal Year.

         None; not applicable.

Item 9.  Sales of Equity Securities Pursuant to Regulation S.

         None; not applicable.








                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                                      OLYMPUS M.T.M. CORPORATION

Date:    7-2-98                                       By: /S/ JEFFREY OLWEEAN
         ---------                                    --------------------------
                                                      Jefffrey Olweean
                                                      President and Director










                      AGREEMENT AND PLAN OF REORGANIZATION


     THIS AGREEMENT ("Plan") is made this __22_ day of June, 1998, among Olympus
M.T.M.  Corporation,  a  Utah  corporation  ("Olympus"  or the  "Company");  The
Internet  Advisory   Corporation,   a  Florida   corporation   ("IAC")  and  the
stockholders of IAC who are listed on Exhibit A hereto (the "IAC Stockholders").

                              W I T N E S S E T H:

                                    RECITALS

     WHEREAS,  the respective Boards of Directors of Olympus and IAC and the IAC
Stockholders  have adopted  resolutions  pursuant to which Olympus shall acquire
and IAC shall exchange the assets and liabilities  described in Exhibit B hereof
(hereinafter,  respectively,  the  "Assets"  or  the  "Liabilities"),  which  is
incorporated herein by reference; and

     WHEREAS,  the sole  consideration  for the Assets  shall be the exchange of
6,000,000  "unregistered"  and  "restricted"  shares of $0.001 par value  common
stock of Olympus, and the assumption of the Liabilities; and

     WHEREAS,  the IAC Stockholders shall acquire in exchange such shares of the
Company in a  reorganization  within the meaning of Section  368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended;

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and promises
contained herein, it is agreed:

                                    Section 1

                         Purchase and Sale of the Assets

     1.1  Purchase  and Sale.  Olympus  hereby  agrees to acquire and IAC hereby
agrees to exchange the Assets owned by IAC as of May 31, 1998.

     1.2  Consideration for the Assets.  The  consideration  paid for the Assets
shall consist  solely of 6,000,000  "unregistered"  and  "restricted"  shares of
$0.001 par value common stock of Olympus to be issued in exchange therefor,  and
the assumption of the Liabilities..

     1.3  Delivery  of Shares.  Upon the  execution  and  delivery  by IAC of an
assignment  or  assignments  and other  instruments  required  or  necessary  to
transfer the Assets to Olympus,  Olympus shall deliver one stock  certificate or
certificates  to each of the IAC  Stockholders  in the amount set opposite their
respective  names  as  listed  on  Exhibit  A  hereto   representing   6,000,000
"unregistered"  and  "restricted"  shares  of  common  stock of  Olympus  in the
aggregate.

     1.4 Further  Assurances.  At the Closing and from time to time  thereafter,
IAC shall  execute  such  additional  instruments  and take such other action as
Olympus may request in order to exchange and transfer  clear title and ownership
in the Assets to Olympus.

     1.5 Resignation of Present Directors and Executive Officers and Designation
of New Directors and Executive Officers.  On Closing,  the present directors and
executive  officers of Olympus  shall  resign,  in seriatim,  and  designate the
directors  and executive  officers  nominated by IAC to serve in their place and
stead,  until the next respective  annual meetings of the stockholders and Board
of Directors of Olympus , and until their respective successors shall be elected
and qualified or until their respective prior resignations or terminations,  who
shall be: Jeffrey Olweean,  President and Director; Nicole Leigh, Executive Vice
President and Director; and Barbara Fytton, Director.







     1.6  Change of Name.  Subsequent  to the  Closing  of this  Agreement,  the
Company  shall adopt such  resolutions  as  necessary  for the  preparation  and
mailing to stockholders of an Information  Statement for the purpose of amending
the  Company's  Articles of  Incorporation  to change the name of the Company to
"The Internet Advisory Corporation."

     1.7  Closing.  The Plan  will be deemed  to be  closed  on  receipt  of the
signatures of IAC Stockholders  holding 80% of the current outstanding shares of
IAC.

                                    Section 2

                                     Closing

     The  Closing  contemplated  by  Section 1 shall be held at the  offices  of
Leonard W. Burningham, Esq., Suite 205 Hermes Building, 455 East 500 South, Salt
Lake  City,  Utah  84111,  on or before ten days  following  the  execution  and
delivery of this Plan, unless another place or time is agreed upon in writing by
the  parties.  The Closing may be  accomplished  by wire,  express mail or other
courier service,  conference telephone  communications or as otherwise agreed by
the respective parties or their duly authorized representatives.

                                    Section 3

Representations and Warranties of Olympus

     Olympus   represents   and  warrants  to,  and  covenants   with,  the  IAC
Stockholders and IAC as follows:

     3.1 Corporate  Status.  Olympus is a corporation  duly  organized,  validly
existing  and in good  standing  under  the  laws of the  State  of Utah  and is
licensed or qualified as a foreign corporation in all states in which the nature
of Olympus'  business or the character or ownership of Olympus  properties makes
such  licensing or  qualification  necessary  (Utah only.) Olympus is a publicly
held  company,  having  previously  and  lawfully  offered and sold a portion of
Olympus  securities in accordance with applicable  federal and state  securities
laws, rules and regulations. There is presently no established public market for
these or any other securities of Olympus, though Olympus has a Symbol on the OTC
Bulletin Board of "OMTM."

     3.2  Capitalization.  The authorized  capital stock of Olympus  consists of
50,000,000  shares of one mill ($0.001) par value common voting stock,  of which
1,202,017 shares are issued and outstanding,  all fully paid and non-assessable.
Except as otherwise provided herein, there are no outstanding options,  warrants
or calls  pursuant to which any person has the right to purchase any  authorized
and unissued common stock of Olympus.

     3.3 Financial Statements.  The financial statements of Olympus furnished to
the IAC Stockholders and IAC, consisting of audited financial statements for the
years  ended  November  30,  1997 and 1996,  attached  hereto as  Exhibit C, and
unaudited  balance sheet and statement of operations  for the three months ended
February 28, 1998,  attached  hereto as Exhibit C-1 and  incorporated  herein by
reference,  are correct and fairly present the financial condition of Olympus at
such dates and for the  periods  involved;  such  statements  were  prepared  in
accordance with generally accepted accounting  principles  consistently applied,
and no material change has occurred in the matters disclosed therein,  except as
indicated  in Exhibit D, which is  attached  hereto and  incorporated  herein by
reference.  Such financial  statements do not contain any untrue  statement of a
material  fact or omit to state a material  fact  necessary in order to make the
statements made, in light of the  circumstances  under which they were made, not
misleading.

     3.4  Undisclosed  Liabilities.  Olympus  has no  liabilities  of any nature
except to the extent  reflected or reserved  against in Olympus  balance sheets,
whether  accrued,  absolute,   contingent  or  otherwise,   including,   without
limitation,  tax  liabilities  and interest due or to become due,  except as set
forth in Exhibit D.







     3.5 Interim  Changes.  Since the date of Olympus balance sheets,  except as
set forth in Exhibit D, there have been no (1) changes in  financial  condition,
assets,  liabilities or business of Olympus which,  in the aggregate,  have been
materially  adverse;  (2)  damages,  destruction  or losses of or to property of
Olympus,  payments of any dividend or other distribution in respect of any class
of stock of  Olympus,  or any direct or indirect  redemption,  purchase or other
acquisition  of any class of any such stock;  or (3) increases paid or agreed to
in the  compensation,  retirement  benefits  or  other  commitments  to  Olympus
employees.

     3.6  Title  to  Property.  Olympus  has good  and  marketable  title to all
properties and assets,  real and personal,  reflected in Olympus balance sheets,
and the  properties  and assets of Olympus are subject to no  mortgage,  pledge,
lien or  encumbrance,  except  for liens  shown  therein  or in  Exhibit D, with
respect to which no default exists.

     3.7  Litigation.  There is no litigation or proceeding  pending,  or to the
knowledge  of Olympus,  threatened,  against or  relating  to  Olympus,  Olympus
properties or business,  except as set forth in Exhibit D. Further,  no officer,
director or person who may be deemed to be an  affiliate  of Olympus is party to
any  material  legal  proceeding  which could have an adverse  effect on Olympus
(financial or otherwise),  and none is party to any action or proceeding wherein
any has an interest adverse to Olympus.

     3.8 Books and Records.  From the date of this Plan to the Closing,  Olympus
will  (1)   give  to  the  IAC   Stockholders   and  IAC  or  their   respective
representatives  full  access  during  normal  business  hours to all of Olympus
offices, books, records,  contracts and other corporate documents and properties
so that the IAC  Stockholders and IAC or their  respective  representatives  may
inspect  and  audit  them;  and (2)  furnish  such  information  concerning  the
properties  and  affairs  of Olympus  as the IAC  Stockholders  and IAC or their
respective representatives may reasonably request.

     3.9 Tax  Returns.  Olympus  has  filed  all  federal  and  state  income or
franchise tax returns required to be filed or has received  currently  effective
extensions of the required filing dates.

     3.10  Confidentiality.  Until the Closing  (and  thereafter  if there is no
Closing),  Olympus  and  Olympus  representatives  will  keep  confidential  any
information  which they obtain from the IAC  Stockholders or from IAC concerning
the properties,  assets and business of IAC. If the transactions contemplated by
this Plan are not  consummated by June 30, 1998,  Olympus will return to IAC all
written  matter with respect to IAC obtained by Olympus in  connection  with the
negotiation or consummation of this Plan.

     3.11 Corporate Authority. Olympus has full corporate power and authority to
enter into this Plan and to carry out  Olympus  obligations  hereunder  and will
deliver to the IAC Stockholders and IAC or their respective  representatives  at
the  Closing a  certified  copy of  resolutions  of Olympus  Board of  Directors
authorizing   execution  of  this  Plan  by  Olympus  officers  and  performance
thereunder,  and the directors  adopting and delivering such resolutions are the
duly elected and incumbent director of Olympus.

     3.12 Due  Authorization.  Execution of this Plan and performance by Olympus
hereunder  have been duly  authorized by all requisite  corporate  action on the
part of Olympus,  and this Plan  constitutes  a valid and binding  obligation of
Olympus and performance hereunder will not violate any provision of the Articles
of Incorporation, Bylaws, agreements, mortgages or other commitments of Olympus.

     3.13  Environmental  Matters.  Olympus has no knowledge of any assertion by
any governmental agency or other regulatory authority of any environmental lien,
action or  proceeding,  or of any cause for any such lien,  action or proceeding
related to the  business  operations  of Olympus or  Olympus'  predecessors.  In
addition,  to  the  best  knowledge  of  Olympus,  there  are no  substances  or
conditions  which may support a claim or cause of action against  Olympus or any
of Olympus' current or former officers,  directors, agents or employees, whether
by a  governmental  agency  or body,  private  party or  individual,  under  any
Hazardous  Materials  Regulations.   "Hazardous  Materials"  means  any  oil  or
petrochemical   products,   PCB's,   asbestos,   urea  formaldehyde,   flammable
explosives,  radioactive materials,  solid or hazardous wastes, chemicals, toxic
substances or related materials,  including,  without limitation, any substances
defined as or included in the definition of "hazardous  substances,"  "hazardous
wastes," "hazardous materials," or "toxic






substances"  under  any  applicable   federal  or  state  laws  or  regulations.
"Hazardous  Materials  Regulations"  means any  regulations  governing  the use,
generation,  handling,  storage,  treatment,  disposal  or release of  hazardous
materials,   including,  without  limitation,  the  Comprehensive  Environmental
Response, Compensation and Liability Act, the Resource Conservation and Recovery
Act and the Federal Water Pollution Control Act.

     3.14 Access to Information  Regarding IAC. Olympus acknowledges that it has
been  delivered  copies  of  what  has  been  represented  to  be  documentation
containing  all  material  information  respecting  IAC and  IAC's  present  and
contemplated business operations,  potential acquisitions,  management and other
factors;  that it has had a reasonable  opportunity to review such documentation
and discuss it, to the extent  desired,  with Olympus' legal counsel,  directors
and executive officers;  that it has had, to the extent desired, the opportunity
to ask  questions of and receive  responses  from the  directors  and  executive
officers of IAC, and with the legal and accounting firms of IAC, with respect to
such documentation;  and that to the extent requested, all questions raised have
been answered to Olympus' complete satisfaction.

                                    Section 4

Representations, Warranties and Covenants of IAC and the IAC Stockholders

     IAC and the IAC  Stockholders  represent and warrant to, and covenant with,
Olympus as follows:

     4.1  Ownership.  IAC  owns the  Assets,  free  and  clear  of any  liens or
encumbrances of any type or nature whatsoever,  except the Liabilities,  and IAC
has  full  right,   power  and   authority  to  convey   these  Assets   without
qualification.

     4.2 Condition of the Assets. At the time of Closing, the Assets shall be in
good  and  marketable  condition,  suitable  for the uses for  which  they  were
intended and,  reasonable wear and tear excepted,  shall be free of any material
defect.

     4.3 Corporate Status. IAC is a corporation duly organized, validly existing
and in good  standing  under the laws of the State of Florida and is licensed or
qualified  as a foreign  corporation  in all  states or  foreign  countries  and
provinces in which the nature of IAC's business or the character or ownership of
IAC properties makes such licensing or qualification necessary.

     4.4  Corporate  Authority.  IAC has full  corporate  power and authority to
enter  into  this Plan and to carry out  IAC's  obligations  hereunder  and will
deliver to Olympus or Olympus'  representatives  at the Closing a certified copy
of resolutions of IAC's Board of Directors authorizing execution of this Plan by
IAC's  officers  and  performance  thereunder,  and the  directors  adopting and
delivering such resolutions are the duly elected and incumbent directors of IAC.

     4.5 Due  Authorization.  Execution  of this  Plan  and  performance  by IAC
hereunder  have been duly  authorized by all requisite  corporate  action on the
part of IAC, and this Plan constitutes a valid and binding obligation of IAC and
performance  hereunder  will  not  violate  any  provision  of the  Articles  of
Incorporation, Bylaws, agreements, mortgages or other commitments of IAC.

     4.6 No Inventory.  None of the Assets  constitute  inventory of IAC and the
principal business of IAC is not the sale of merchandise from stock.

     4.7  Further  Assurances  of IAC.  IAC  will  execute  such  assignment  or
assignments and will perform such other acts as will enable Olympus to take free
and clear title to the Assets.

     4.8 Investment  Intent. The IAC Stockholders are acquiring the shares to be
exchanged  and delivered to them under this Plan for  investment  and not with a
view to the sale or distribution thereof, and the IAC






Stockholders have no commitment or present intention to liquidate the Company or
to sell or otherwise dispose of the Olympus shares.  The IAC Stockholders  shall
execute  and  deliver to Olympus on the Closing an  Investment  Letter  attached
hereto as Exhibit G and  incorporated  herein by  reference,  acknowledging  the
"unregistered"  and "restricted"  nature of the shares of Olympus being received
under the Plan in exchange for the IAC Shares,  and receipt of certain  material
information regarding Olympus.

     4.9  Financial  Statements.  The  financial  statements of IAC furnished to
Olympus,  consisting of a balance sheet dated May 31, 1998,  attached  hereto as
Exhibit E, and incorporated herein by reference,  are correct and fairly present
the  financial  condition of IAC as of the date and for the year  involved,  and
such statements were prepared in accordance with generally  accepted  accounting
principles  consistently  applied,  and no material  change has  occurred in the
matters disclosed  therein,  except as indicated in Exhibit F, which is attached
hereto and incorporated herein by reference.  These financial  statements do not
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the  statements  made, in light of the  circumstances
under which they were made, not misleading.

     4.10  Confidentiality.  Until the Closing (and  continuously if there is no
Closing),  IAC,  the  IAC  Stockholders  and  their  representatives  will  keep
confidential any information which they obtain from Olympus concerning  Olympus'
properties,  assets and business. If the transactions  contemplated by this Plan
are not consummated by June 30, 1998, IAC and the IAC  Stockholders  will return
to Olympus  all  written  matter  with  respect to Olympus  obtained  by them in
connection with the negotiation or consummation of this Plan.

     4.11  Environmental  Matters.  IAC has no knowledge of any assertion by any
governmental  agency or other regulatory  authority of any  environmental  lien,
action or  proceeding,  or of any cause for any such lien,  action or proceeding
related to the business operations of IAC or IAC's predecessors. In addition, to
the best  knowledge of IAC,  there are no  substances  or  conditions  which may
support a claim or cause of action against IAC or any of IAC's current or former
officers,  directors,  agents or employees,  whether by a governmental agency or
body, private party or individual,  under any Hazardous  Materials  Regulations.
"Hazardous Materials" means any oil or petrochemical products,  PCB's, asbestos,
urea  formaldehyde,   flammable  explosives,  radioactive  materials,  solid  or
hazardous wastes, chemicals,  toxic substances or related materials,  including,
without  limitation,  any substances defined as or included in the definition of
"hazardous  substances,"  "hazardous wastes,"  "hazardous  materials," or "toxic
substances"  under  any  applicable   federal  or  state  laws  or  regulations.
"Hazardous  Materials  Regulations"  means any  regulations  governing  the use,
generation,  handling,  storage,  treatment,  disposal  or release of  hazardous
materials,   including,  without  limitation,  the  Comprehensive  Environmental
Response, Compensation and Liability Act, the Resource Conservation and Recovery
Act and the Federal Water Pollution Control Act.

     4.12 Access to Information  Regarding Olympus. IAC and the IAC Stockholders
acknowledge that they have been delivered copies of what has been represented to
be  documentation  containing all material  information  respecting  Olympus and
Olympus' present and contemplated business operations,  potential  acquisitions,
management  and other  factors;  that they have had a reasonable  opportunity to
review such  documentation  and discuss  it, to the extent  desired,  with their
legal  counsel,  directors  and executive  officers;  that they have had, to the
extent desired,  the opportunity to ask questions of and receive  responses from
the  directors  and  executive  officers  of  Olympus,  and with the  legal  and
accounting firms of Olympus, with respect to such documentation; and that to the
extent  requested,  all questions  raised have been  answered to their  complete
satisfaction.

                                    Section 5

       Conditions Precedent to Obligations of IAC and the IAC Stockholders

     All  obligations  of IAC and the  IAC  Stockholders  under  this  Plan  are
subject, at their option, to the fulfillment,  before or at the Closing, of each
of the following conditions:







     5.1 Representations and Warranties True at Closing. The representations and
warranties  of Olympus  contained in this Plan shall be deemed to have been made
again at and as of the Closing and shall then be true in all  material  respects
and shall survive the Closing.

     5.2 Due Performance.  Olympus shall have performed and complied with all of
the terms and conditions  required by this Plan to be performed or complied with
by it before the Closing.

     5.3 Officers'  Certificate.  IAC and the IAC  Stockholders  shall have been
furnished  with a  certificate  signed  by the  President  of  Olympus,  in such
capacity,  attached  hereto as Exhibit H and  incorporated  herein by reference,
dated as of the Closing,  certifying (1) that all representations and warranties
of Olympus contained herein are true and correct; and (2) that since the date of
the financial statements (Exhibits C and C-1 hereto), there has been no material
adverse  change in the financial  condition,  business or properties of Olympus,
taken as a whole.

     5.4 Opinion of Counsel of Olympus.  IAC and the IAC Stockholders shall have
received  an opinion of counsel for  Olympus,  dated as of the  Closing,  to the
effect that (1) the  representations  of Sections 3.1, 3.2 and 3.11 are correct;
(2) except as specified in the opinion,  counsel  knows of no  inaccuracy in the
representations  in 3.5,  3.6 or 3.7; and (3) the shares of Olympus to be issued
to the IAC Stockholders under this Plan will, when so issued, be validly issued,
fully paid and non-assessable.

     5.5 Assets and Liabilities of Olympus.  Unless  otherwise  agreed,  Olympus
shall have no assets and no liabilities at Closing, and all costs,  expenses and
fees incident to the Plan shall have been paid.

     5.6 Resignation of Directors and Executive  Officers and Designation of New
Directors and Executive  Officers.  The present directors and executive officers
of Olympus shall resign,  and shall have designated  nominees of IAC as outlined
in Section 1.6 hereof as directors and executive officers of Olympus to serve in
their  place  and  stead,  until  the next  respective  annual  meetings  of the
stockholders  and Board of  Directors  of Olympus,  and until  their  respective
successors  shall be elected  and  qualified  or until  their  respective  prior
resignations or terminations.

     5.7 Name Change of Olympus.  Subsequent  to the Closing of this  Agreement,
the Company shall adopt such  resolutions as necessary for the  preparation  and
mailing to stockholders of an Information  Statement for the purpose of amending
the  Company's  Articles of  Incorporation  to change the name of the Company to
"The Internet Advisory Corporation."

                                    Section 6

Conditions Precedent to Obligations of Olympus

     All obligations of Olympus under this Plan are subject, at Olympus' option,
to the  fulfillment,  before  or at  the  Closing,  of  each  of  the  following
conditions:

     6.1 Representations and Warranties True at Closing. The representations and
warranties  of IAC and the IAC  Stockholders  contained  in this  Plan  shall be
deemed to have been made again at and as of the  Closing  and shall then be true
in all material respects and shall survive the Closing.

     6.2 Due Performance.  IAC and the IAC Stockholders shall have performed and
complied  with all of the  terms  and  conditions  required  by this  Plan to be
performed or complied with by them before the Closing.

     6.3  Officers'  Certificate.  Olympus  shall  have  been  furnished  with a
certificate signed by the President of IAC, in such capacity, attached hereto as
Exhibit  G and  incorporated  herein  by  reference,  dated  as of the  Closing,
certifying  (1)  that  all  representations  and  warranties  of IAC and the IAC
Stockholders  contained herein are true and correct; and (2) that since the date
of the  financial  statements  (Exhibit E),  there has been no material  adverse
change in the financial  condition,  business or  properties of IAC,  taken as a
whole.







     6.4 Books and Records.  The IAC  Stockholders  or the Board of Directors of
IAC shall  have  caused  IAC to make  available  all books and  records  of IAC,
including minute books and stock transfer records;  provided,  however,  only to
the extent requested in writing by Olympus at Closing.

                                    Section 7

                                   Termination

     Prior to  Closing,  this Plan may be  terminated  (1) by mutual  consent in
writing;  (2) by  either  the  sole  director  of  Olympus  or IAC  and  the IAC
Stockholders if there has been a material  misrepresentation  or material breach
of any  warranty  or  covenant  by the other  party;  or (3) by either  the sole
director of Olympus or IAC and the IAC  Stockholders  if the  Closing  shall not
have taken place, unless adjourned to a later date by mutual consent in writing,
by the date fixed in Section 2.

                                    Section 8

                               General Provisions

     8.1  Further  Assurances.  At any time,  and from  time to time,  after the
Closing,  each party will  execute  such  additional  instruments  and take such
action as may be  reasonably  requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Plan.

     8.2 Waiver.  Any failure on the part of any party hereto to comply with any
of Olympus  obligations,  agreements  or  conditions  hereunder may be waived in
writing by the party to whom such compliance is owed.

     8.3 Brokers.  Each party represents to the other parties  hereunder that no
broker or finder has acted for it in  connection  with this Plan,  and agrees to
indemnify and hold  harmless the other parties  against any fee, loss or expense
arising  out of claims by brokers or  finders  employed  or alleged to have been
employed by he/she/it.

     8.4 Notices.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first-class  registered or certified mail, return receipt requested,  as
follows:

                           If to Olympus:     5525 South 900 East, Suite 110
                                              Salt Lake City, Utah 84117

                           With a copy to:    Leonard W. Burningham, Esq.
                                              Suite 205 Hermes Building
                                              455 East 500 South Street
                                              Salt Lake City, Utah 84111

                           If to IAC:         2455 East Sunrise Blvd., Suite 401
                                              Ft. Lauderdale, Florida 33304

     8.5 No Reverse  Split.  All  stockholders  of Olympus,  including  those to
receive shares  pursuant to Section 1.5 hereof,  shall be protected  against any
reverse split that occurs in the  reorganized  company for a period of two years
following Closing, and in the event of any such reverse split, such stockholders
shall be entitled to have the reorganized  company issue them additional  shares
to increase  their  respective  stock  holdings as though such reverse split had
never been effected.

     8.5 Entire  Agreement.  This Plan constitutes the entire agreement  between
the parties and supersedes and cancels any other agreement,  representation,  or
communication, whether oral or written, including the






Letter of Intent dated April 24, 1998,  between the parties  hereto  relating to
the transactions contemplated herein or the subject matter hereof.

     8.6 Headings. The section and subsection headings in this Plan are inserted
for  convenience   only  and  shall  not  affect  in  any  way  the  meaning  or
interpretation of this Plan.

     8.7  Governing  Law.  This Plan  shall be  governed  by and  construed  and
enforced in accordance with the laws of the State of Utah,  except to the extent
pre-empted by federal law, in which event (and to that extent only), federal law
shall govern.

     8.8  Assignment.  This Plan shall  inure to the  benefit of, and be binding
upon, the parties hereto and their  successors  and assigns;  provided  however,
that any assignment by any party of Olympus'  rights under this Plan without the
prior written consent of the other parties shall be void.

     8.9 Counterparts.  This Plan may be executed  simultaneously in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     8.10 Default.  In the event of any default hereunder,  the prevailing party
in any action to enforce the terms and  provisions  hereof  shall be entitled to
recover reasonable attorney's fees and related costs.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement and Plan of
Reorganization effective the day and year first above written.

                                                     OLYMPUS M.T.M. CORPORATION


Date:    6-22-98                                     By  /S/ Ernest C. Psarras
                                                  Ernest C. Psarras, President


                                                     THE INTERNET ADVISORY
                                                      CORPORATION


Date:    6-19-98                                     By   /S/ Jeffrey A. Olweean
                                                   Jeffrey A. Olweean, President

                                IAC STOCKHOLDERS:


Date: 6-19-98                                             /S/ Jeffrey A. Olweean
                                                            Jeffrey Alan Olweean

Date: 6-21-98                                             /S/ Nicole Leigh
                                                            Nicole Leigh

Date: 6-22-98                                             /S/ Francis Fytton
                                                            Francis Fytton

Date: 6-20-98                                             /S/ Barbra Fytton
                                                            Barbara Fytton

                                                              E.S.O.P.






Date: 6-19-98                                        By /S/ Jeffrey A. Olweean


Date:___________________________.                    ___________________________
                                                       Steve Sperber


Date: ___________________________.                   ___________________________
                                                       Santiago Alfonso


Date: ___________________________.                   ___________________________
                                                       Umesh Ashvin Dave

                                                       ADVANCED MANAGEMENT
                                                       SCIENCES, INC.

Date: ___________________________.                   By_________________________


Date: ___________________________.                   ___________________________
                                                       John A. Palmer, Jr.


Date: ___________________________.                   ___________________________
                                                       Vince Pilletteri

Date: __________________________.                    ___________________________
                                                       Kathy Pilletteri


Date: __________________________.                    ___________________________
                                                       William J. Breslin


Date: __________________________.                    ___________________________
                                                       Alan Olweean


Date: __________________________.                    ___________________________
                                                       Pamela Olweean


Date: __________________________.                    ___________________________
                                                       Phyllis K. Payne











                       UNANIMOUS CONSENT OF THE DIRECTORS

                         AND ALL OF THE STOCKHOLDERS OF

                        THE INTERNET ADVISORY CORPORATION


         The undersigned,  being all of the duly elected and incumbent directors
of The Internet Advisory Corporation, a Florida corporation (the "The Company"),
and all of the  stockholders of the Company acting pursuant to Section  607.0821
and  607.0704 of the Florida  Business  Corporation  Act, do hereby  unanimously
consent to and adopt the following resolutions, effective the latest date hereof
unless indicated otherwise, to-wit:

RESOLVED,  that the Company  exchange  the assets  described in Exhibit B to the
Plan  referred  to  below  in   consideration   of  the  exchange  of  6,000,000
"unregisted" and  "restricted"  shares of the $0.001 mill par value common stock
of Olympus M.T.M.  Corporation,  a Utah corporation ("Olympus"),  pursuant to an
Agreement and Plan of  Reorganization  (the "Plan") between the Company,  all of
its stockholders  and Olympus,  and the assumption by Olympus of the liabilities
listed in Exhibit B to the Plan;

FUTHER,  RESOLVED,  that in the good faith  judgment of the directors and all of
the stockholders, the Plan is fair, just and equitable, and in the best interest
of the Company and its stockholders; and

FURTHER, RESOLVED, that the executive officers of the Company be and they hereby
are  authorized  and  directed  to execute  and  deliver  the Plan and all other
documents required or deemed necessary to complete the Plan for and on behalf of
the Company  pursuant to which  Olympus  shall  acquire the assets  described in
Exhibit B to the Plan and assume the  liabilities  described in Exhibit B to the
Plan in  exchange  for such  shares of  Olympus in a  reorganization  within the
meaning  of  Section  368(a)(1)(C)  of the  Internal  Revenue  Code of 1986,  as
amended, with the understanding that no tax opinion has been given by Olympus or
its counsel.

Date: 6-19-98                               /S/ Jeffrey Olweean

Date: 6-21-98                               /S/ Nicole Leigh

Date: 6-20-98                               /S/ Barbara Fytton








                    MINUTES OF THE BOARD OF DIRECTORS MEETING

                                       FOR


                           OLYMPUS M.T.M. CORPORATION

DATE: JUNE 22, 1998
PLACE: VIA TELE-CONFERENCE, pursuant to Section 3.06 of the Company's Bylaws,
as adopted on July 23, 1996

BOARD MEMBERS PRESENT:

                  ERNST C. PSARRAS          PRESIDENT AND DIRECTOR
                  TERRY HARDMAN             VICE PRESIDENT AND DIRECTOR

         ALSO PRESENT WAS BRANDEN T. BURNINGHAM, ESQ.

         Each undersigned director waives notice of the meeting and constituting
a quorom, vote as follows:

                  RESOLVED, that the Company exchange the assets of The Internet
                  Advisory Corporation,  a Florida corporation ("IAC") described
                  in Exhibit B in  consideration  of the  issuance of  6,000,000
                  "unregistered" and "restricted"  shares of the $0.001 mill par
                  value common stock of the Company,  and assume the liabilities
                  of IAC  described  in Exhibit B of the  Agreement  and Plan of
                  Reorganization  (the "Plan") between the Company,  IAC and the
                  IAC  Stockholders,  presented  to a  meeting  of the  Board of
                  Directors;

                  FURTHER,  RESOLVED,  that in the good  faith  judgment  of the
                  directors,  the  acquisition of the assets listed in Exhibit B
                  and the assumption of the  liabilities  listed in Exhibit B as
                  contemplated by the Plan is fair,  just and equitable,  and in
                  the best interest of the stockholders of the Company;

                  FURTHER,  RESOLVED,  that such shares,  when issued, be deemed
                  validly issued, fully paid and non-assessable;

                  FURTHER, RESOLVED, that the delivery of such shares be subject
                  to the execution and delivery of an Investment  Letter by each
                  stockholder  of IAC; the execution and delivery of the Plan by
                  each such  stockholder  who is party to the Plan and IAC;  and
                  compliance by IAC and its  stockholders  with all of the terms
                  and provisions thereof prior to Closing;

                  FURTHER,  RESOLVED,  that the  officers  of the Company be and
                  they hereby are authorized and directed to execute and deliver
                  the Plan and all other documents  required or deemed necessary
                  to complete the Plan for and on behalf of the Company pursuant
                  to which the Company  shall  acquire the assets and assume the
                  liabilities described in Exhibit B to the Plan in exchange for
                  shares of the Company in a  reorganization  within the meaning
                  of Section  368(a)(1)(C) of the Internal Revenue Code of 1986,
                  as amended;








                  FURTHER,  RESOLVED,  that on Closing,  the  following  persons
                  nominated by the Board of Directors  of IAC be  designated  as
                  the  directors of the Company,  to serve until the next annual
                  meeting of the  stockholders  and until their  successors  are
                  elected and qualify,  or until his or her earlier  resignation
                  or  termination:  Jeffrey  Olweean,  Nicole  Leigh and Barbara
                  Fytton;

                  FURTHER,   RESOLVED,   that  Jeffrey  Olweean  be  elected  as
                  President,  and  Nicole  Leigh be elected  as  Executive  Vice
                  President and Secretary; and

                  FURTHER,  RESOLVED,  if the Plan is completed as contemplated,
                  the Company accept the resignations, in seriatim, of Ernest C.
                  Psarras,  Terry Hardman and Quinton Hamilton  effective on the
                  Closing.



Date: 6-22-98                                              /S/ Ernest C. Psarras
                                                            Ernest C. Psarras

Date: 6-22-98                                              /S/ Terry Hardman
                                                            Terry Hardman



                                                        





                                    EXHIBIT A

                STOCKHOLDERS OF THE INTERNET ADVISORY CORPORATION


                                               Number of Shares of
                                 Number of Shares   Olympus
                                    Owned of         to be
Name and Address                       IAC    Received in Exchange

Jeffrey Alan Olweean .............   1,452,900       1,452,900
3850 Galt Ocean Drive, #706
Ft. Lauderdale, FL 33308

Nicole Leigh .....................   1,452,900       1,452,900
215 NE 23rd St., #W309
Wilton Manors, FL 33305

Francis Fytton ...................     100,000         100,000
150 NE 15th Ave., #1345
Ft. Lauderdale, FL 33301

Barbara Fytton ...................   2,809,80        2,809,800
4 Cavendish Court
Cardigan Road
Richmond, Surrey TW106BL
England

E.S.O.P ..........................     100,000         100,000
2455 E. Sunrise blvd., #401
Ft. Lauderdale, FL 33304

Steve Sperber ....................      30,000          30,000
5980 NW 64th Ave., #101
Tamarac, FL 33319

Santiago Alfonso .................      15,000          15,000
2659 W. Okeechobee Rd., Lot B-29
Hialeah, FL 333010

Umesh Ashvin Dave ................       5,000           5,000
67 Forest Circle
Cooper City, FL 33026

                                                       






Advanced Management Sciences, Inc.      16,000          16,000
200 E. 10th St., #717
New York, NY 10003

John A. Palmer, Jr ...............       5,000           5,000
3422 E. Randolph Rd ..............
Coolidge, AZ 85228

Vince & Kathy Pilletteri .........       4,000           4,000
4122 Apple Bluff Drive
Kalamazoo, MI 49006

William J. Breslin ...............       5,400           5,400
1764 NW 88th Way
Coral Springs, FL 33071

Alan & Pamela Olweean ............       2,000           2,000
37775 Oakwood Meadows
Westland, MI 48185

Phyllis K. Payne .................       2,000           2,000
Box 72
Rockport, IL 62370 ...............     _______         _______

                                     6,000,000       6,000,000




                                                        





                                    EXHIBIT B

                            ASSETS AND LIABILITIES OF

                        THE INTERNET ADVISORY CORPORATION


                                                        





                         INTERNET ADVISORY CORPORATION



ESTIMATED CURRENT VALUE (ASSETS BASIS) ..........   $  125,000

CURRENT ASSETS ..................................       50,000

CAPITAL ASSETS ..................................      300,000

SOFTWARE SYSTEMS

         WEB SERVER .............................      300,000

         TRAVEL AGENCY SYSTEM ...................      300,000

         PARALLEL SPECIAL SYSTEMS ...............      100,000
         (FINANCIAL SERVICES, AUTO DEALERS, ETC.)

CUSTOMER LEADS & MAILING LISTS
(APPROXIMATELY 11 MILLION @$.07) .................     770,000

INTERNET DEVELOPMENT, MARKETING &
OPERATING SYSTEM ................................    1,000,000


                  TOTAL VALUE ...................   $2,645,000



                                                        





                         INTERNET ADVISORY CORPORATION

INTIAL CAPITALIZATION

         CASH .................................   $ 20,000

         COMPUTER HARDWARE ....................     12,000

         OFFICE FURNITURE & FIXTURES ..........      5,985

         COMPUTER SOFTWARE

                  WEB SERVER SYSTEM ...........     30,000

                  TRAVEL AGENCY SYSTEM ........    100,000

         INTERNET DEVELOPMENT, MARKETING &
           OPERATING SYSTEM ...................    100,000

         CUSTOMER LEADS & MAILING LISTS
            (APPROXIMATELY 1.3 MILLION @ $.07)      91,000

                           TOTAL CAPITALIZATION   $358,985


                                                        






JENSON SERVICES
5525 S. 900 E. #110
SALT LAKE CITY, UT
84117


ATTN: JEFF JENSON

AS PER YOUR REQUEST: AS OF MAY 11, 1998 OUR LIABILITIES WERE AS FOLLOWS:

$2992.58 FOR THE CURRENT MONTH OF JUNE RENT, (TOTAL 5 YEAR LEASE
STARTED MARCH 1, 1998, INCLUDING JUNE, TOTAL LEASE OBLIGATIONS WERE 55
X 2992.58= $164591.90)

$2513 PHONE BILL FOR MONTH OF MAY.


TO THE BEST OF MY KNOWLEDGE, THESE ARE OUR LIABILITIES.

                           THANKS,

                           /S/ JEFFREY A. OLWEEAN
                           JEFFREY A. OLWEEAN

                                                        






                                    EXHIBIT C

                           OLYMPUS M.T.M. CORPORATION

                          AUDITED FINANCIAL STATEMENTS

                              FOR THE PERIODS ENDED

                           NOVEMBER 30, 1997 AND 1996


                                                        

















                           Olympus M.T.M. Corporation
                          [A Development Stage Company]
                              Financial Statements
                                November 30, 1997

                       [With Independent Auditors' Report]

































                                                       








                           Olympus M.T.M. Corporation
                          [A Development Stage Company]





                                TABLE OF CONTENTS



                                                                            Page

         Independent Auditors' Report. . . . . . . . . . . . . . . . . . .    1


         Balance Sheet - November 30, 1997 . . . . . . . . . . . .  . . . .   2


         Statements of Operations for the
         years ended November 30, 1997 and
         November 30, 1996 . . . . . . . . . . . . . . . . . . . .  . . . .   3


         Statements of Stockholders' Deficit for
         the years ended November 30, 1997 and
         November 30, 1996 . . . . . . . . . . . . . . . . . . . .  . . . .   4


         Statements of Cash Flows for the
         years ended November 30, 1997 and
         November 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . .    5


         Notes to Financial Statements . . . . . . . . . . . . . . . . . . . 6-7















                                                        







                          Independent Auditors' Report


The Board of Directors and Shareholders
Olympus M.T.M. Corporation
[A Development Stage Company]:


We have audited the accompanying balance sheet of Olympus M.T.M.  Corporation [a
development  stage company] as of November 30, 1997, and the related  statements
of  operations,  stockholders'  deficit,  and cash  flows  for the  years  ended
November  30, 1997 and  November  30, 1996 and for the period from  reactivation
[December 1, 1995] through November 30, 1997. These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Olympus M.T.M.  Corporation as
of November 30, 1997,  and the results of its  operations and its cash flows for
the years ended  November 30, 1997 and November 30, 1996 and for the period from
reactivation  [December 1, 1995] through  November 30, 1997, in conformity  with
generally accepted accounting principles.

The accompanying  financial  statements have been prepared assuming that Olympus
M.T.M.  Corporation will continue as a going concern.  As discussed in note 2 to
the financial  statements,  the Company has accumulated  losses from operations,
has no assets,  and has a net working capital  deficiency that raise substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard to these matters are also  described in note 2. The financial  statements
do not  include  any  adjustment  that  might  result  from the  outcome of this
uncertainty.

                                                MANTYLA, McREYNOLDS & ASSOCIATES
Salt Lake City, Utah
February 2, 1998









                                        2







                           Olympus M.T.M. Corporation
                          [A Development Stage Company]
                                  Balance Sheet
                                November 30, 1997





                                     ASSETS
                                                                               
Assets .....................................................................   $    -0-

         Total Assets ......................................................   $    -0-





                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:
         Current Liabilities ...............................................   $       100
         Payable to Shareholder ............................................         3,827
                                                                                       ---

                  Total Liabilities ........................................         3,927

Stockholders' Deficit: (Note 4)
         Common stock, $.001 par value;
          authorized 50,000,000 shares; issued
          and outstanding 902,017 shares ...................................           902
         Additional paid in capital ........................................     3,055,039
         Accumulated deficit ...............................................    (3,059,868)
                                                                               -----------    
                  Total Stockholders' Deficit ..............................        (3,927)

                           Total Liabilities and
                             Stockholders' Deficit .........................   $    -0-








                 See accompanying notes to financial statements


                                        3







                           Olympus M.T.M. Corporation
                          [A Development Stage Company]
                            Statements of Operations
        For the Years Ended November 30, 1997 and November 30, 1996, and
  For the Period from Reactivation [December 1, 1995] through November 30, 1997



                                                                                           For the Period
                                     For the Year Ended       For the Year Ended        from Reactivation to
                                     November 30, 1997        November 30, 1996           November 30, 1997

                                                                                  
Revenues                            $                 -0-     $           -0-           $          -0-


Expenses                                           2,325               1,666                       3,991
                                    ---------------------     ----------------          ----------------


Loss Before Income Tax                            (2,325)             (1,666)                    (3,991)


Income taxes- notes A & C                            100                  472                        572
                                    ---------------------      ----------------         ----------------


Net Loss                            $             (2,425)       $      (2,138)           $       (4,563)
                                     ====================      ================           ==============


Net Loss Per Share                  $               (.01)     $         (.01)             $         (.01)
                                     ====================      ================          ================

Weighted Average
  Shares Outstanding                             848,988              265,667                    557,328
                                      ===================      ===============           ================

















                 See accompanying notes to financial statements

                                        4








                           Olympus M.T.M. Corporation
                          [A Development Stage Company]
                       Statements of Stockholders' Deficit
  For the Period from Reactivation [December 1, 1995] through November 30, 1997

                                                                                                     Deficit
                                                                                                   Accumulated
                                                                               Additional            During                Total
                                          Number of           Common             Paid-in           Development         Stockholders'
                                           Shares              Stock             Capital              Stage               Deficit
                                     ------------------ ------------------ ------------------ -------------------- -----------------
                                                                                                               
Balance, November 30, 1995                  39,800,080  $          39,800  $        3,015,505 $        (3,055,305) $             -0-
Reverse Split 1 for 150                    (39,534,413)           (39,534)            39,534
Net loss for the year ended
November 30, 1996                                                                                          (2,138)           (2,138)
                                     ------------------ ------------------ ------------------ -------------------- -----------------
Balance, November 30, 1996                      265,667                266          3,055,039          (3,057,443)           (2,138)
                                     ------------------ ------------------ ------------------ -------------------- -----------------
Issuance of stock for debt                      636,350                636                                                      636
                                     ------------------ ------------------ ------------------ -------------------- -----------------
Net loss for the year ended
November 30, 1997                                                                                          (2,425)           (2,425)
                                     ------------------ ------------------ ------------------ -------------------- -----------------
Balance, November 30, 1997                      902,017 $              902    $     3,055,039   $      (3,059,868) $         (3,927)
                                     ================== ================== ================== ==================== =================























                 See accompanying notes to financial statements

                                        5








                                            Olympus M.T.M. Corporation
                                           [A Development Stage Company]
                                             Statements of Cash Flows
                                For the Years Ended November 30, 1997 and 1996, and
                   For the Period from Reactivation [December 1, 1995] through November 30, 1997

                                                                                                                   For the Period
                                                                 For the Year Ended         For the Year Ended  from Reactivation to
                                                                 November 30, 1997          November 30, 1996    November 30, 1997

                                                                                                        
Cash Flows From Operating Activities

Net Loss ........................................................$(2,425)                  $          (2,138   $            (4,563)

Adjustments to reconcile net income to net
cash used by operating activities:
         Increase/(decrease) in:
                  Accounts payable ..............................  2,425                               2,038                 4,463
                  Income taxes payable ...........................   -0-                                 100                   100
                                                                  -------                   -----------------   -------------------

Net Cash Used For Operating Activities ...........................   -0-                                 -0-                   -0-
                                                                  -------                   -----------------   --------------------

Net Increase (Decrease)  in Cash .................................   -0-                                 -0-                   -0-

Beginning Cash Balance ...........................................   -0-                                 -0-                   -0-
                                                                  -------                   -----------------   -------------------
Ending Cash Balance .............................................$   -0-                   $             -0-    $              -0-
                                                                  =======                   =================   ====================

Supplemental Disclosure of Cash Flow Information:

Cash paid for the period for interest .......................... $   -0-                   $             -0-    $              -0-
Cash paid for the period for income taxes ...................... $   -0-                   $             -0-    $              -0-




Supplemental Disclosure of Non-Cash Transactions

The Company issued stock to a shareholder as consideration for partial reduction
of an amount due to the shareholder(see note 4).





                 See accompanying notes to financial statements

                                        6





                           Olympus M.T.M. Corporation
                          Notes to Financial Statements
                                November 30, 1997


Note 1            Organization and Summary of Significant Accounting Policies
                  -----------------------------------------------------------

          (a) Organization

          Olympus M.T.M.  Corporation  [Company]  incorporated under the laws of
          the State of Utah on September 21, 1981. The Company was involuntarily
          dissolved  by the State of Utah on  December  1, 1995,  for failure to
          file an  annual  report.  Prior to the  involuntary  dissolution,  the
          Company was principally  involved in investing in mineral  leases.  On
          July 31, 1996, the Company was reinstated by the State of Utah.

          Olympus M. T. M. Corporation,  a development stage company, has yet to
          commence its planned  principal  operations and has  essentially  been
          dormant for several years

          (b) Income Taxes

          Effective  December 1, 1993,  the Company  adopted the  provisions  of
          Statement of Financial  Accounting  Standards No. 109 [the Statement],
          "Accounting  for Income  Taxes." The  Statement  requires an asset and
          liability  approach for financial  accounting and reporting for income
          taxes,  and the recognition of deferred tax assets and liabilities for
          the temporary  differences  between the financial  reporting bases and
          tax bases of the Company's assets and liabilities at enacted tax rates
          expected  to be in effect when such  amounts are  realized or settled.
          The cumulative effect of this change in accounting for income taxes as
          of November 30, 1997 is $0 due to the valuation allowance  established
          as described below.

          (c) Net Loss Per Common Share

          Net loss per common share is based on the weighted  average  number of
          shares outstanding.  The weighted average number of shares outstanding
          is presented on a post-split  basis for the  statement of  operations.
          See note 4.

          (d) Use of Estimates in Preparation of Financial Statements

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
          from those estimates.

          (e) Statement of Cash Flows

          For purposes of the  statements of cash flows,  the Company  considers
          cash on deposit  in the bank to be cash.  The  Company  has $0 cash at
          November 30, 1997.



                                                                 







Note 2 Liquidity

          The Company has accumulated losses through November 30, 1997 amounting
          to $3,059,868,  has no assets,  has no working capital at November 30,
          1997, and does not anticipate  generating  sufficient  cash flows from
          operations  to meet the  Company's  cash  requirements.  These factors
          raise  substantial  doubt about the Company's ability to continue as a
          going concern.

          Management plans include seeking a  well-capitalized  merger candidate
          to commence its  operations.  The financial  statements do not include
          any   adjustments   that  might   result  from  the  outcome  of  this
          uncertainty.


Note 3            Income Taxes

          The Company  adopted  Statement No. 109 as of December 1, 1993.  Prior
          years'  financial  statements  have not  been  restated  to apply  the
          provisions  of Statement  No. 109. No  provision  has been made in the
          financial   statements  for  income  taxes  because  the  Company  has
          accumulated substantial losses from operations.

          The tax effects of temporary differences that give rise to significant
          portions of the deferred tax asset at November 30, 1997 have no impact
          on the  financial  position of the Company.  A valuation  allowance is
          provided  when it is more  likely  than not that some  portion  of the
          deferred  tax  asset  will  not be  realized.  Because  of the lack of
          taxable  earnings  history,  the Company has  established  a valuation
          allowance for all future deductible temporary differences.


Note 4            Common Stock

          Effective  August 20,  1996,  the Company  enacted a 1 for 150 reverse
          split of the  39,800,080  outstanding  shares of common  stock,  while
          retaining the present  authorized  capital  (50,000,000) and par value
          ($.001).  Fractional  shares were rounded to the nearest  whole share.
          Any  shareholder  holding  100 or more  pre-split  shares  retained  a
          minimum of 100 post-split shares.

          On December 20, 1996 the Company issued 636,350  post-split  shares of
          common stock to a  shareholder,  for expenses  incurred by the Company
          but paid by the shareholder.

Note 5            Stockholder Loan

          A stockholder has paid expenses on behalf of the Company in the amount
          of $2,425  during the year ended  November 30, 1997 and $2,038  during
          the year ended November 30, 1996. The Company has recorded a liability
          for these expenses to the  stockholder.  This liability was reduced by
          $636 with the stock  transaction noted above. The unsecured loan bears
          no interest and is due on demand. EXHIBIT C-1


                                                     



                                                                 





                           OLYMPUS M.T.M. CORPORATION

               UNAUDITED BALANCE SHEET AND STATEMENT OF OPERATIONS

                  FOR THE THREE MONTHS ENDED FEBRUARY 28, 1998





                            OLYMPUS M.T.M CORPORATION
                         [A Development Stage Company]
                                BALANCE SHEETS
                       February 28, 1998 and November 30, 1997

                                                                     2/28/98            11/30/97
                                                                 ----------------    ----------------
                                                                   [Unaudited]
                                                                                        
                                     ASSETS

      Total Current Assets                                     $               0   $               0

                                                                 ----------------    ----------------
TOTAL ASSETS                                                   $               0   $               0
                                                                 ================    ================

                              LIABILITIES & EQUITY

LIABILITIES

      Current Liabilities
          Loans from stockholders                              $           4,522   $           3,827
          Accounts Payable                                                   100                 100
      Total Current Liabilities                                            4,622               3,927
                                                                 ----------------    ----------------

                                                                 ----------------    ----------------
TOTAL LIABILITIES                                                          4,622              3,927

                                     EQUITY
          Common Stock                                                       902                 902
          Paid-in Capital                                              3,055,039           3,055,039
          Accumulated Deficit                                         (3,060,563)         (3,059,868)
                                                                 ----------------    ----------------
TOTAL EQUITY                                                              (4,622)             (3,927)

                                                                 ----------------    ----------------
TOTAL LIABILITIES & EQUITY                                     $               0   $               0
                                                                 ================    ================




     NOTE TO FINANCIAL  STATEMENTS:  Interim  financial  statements  reflect all
adjustments  which  are,  in the  opinion  of  management,  necessary  to a fair
statement  of the results for the periods.  The November 30, 1997 balance  sheet
has been derived from the audited financial statements.  These interim financial
statements  conform with the requirements for interim  financial  statements and
consequently do not include all the disclosures  normally  required by generally
accepted accounting principles.





                           OLYMPUS M.T.M. CORPORATION
                         [A Development Stage Company]
                            STATEMENTS OF OPERATIONS
        For the Three month Period ending February 28, 1998 and 1997, and
For the Period from Reactivation [December 1, 1995] through February 28, 1998

                                                           Three Months      Three Months      For the Period        
                                                               Ended            Ended       from Reactivation to
                                                              2/28/98          2/28/97            2/28/98
                                                         ---------------   ---------------     --------------     
                                                            [Unaudited]      [Unaudited]        [Unaudited]
                                                                                           
REVENUE
      Income                                            $          0       $         0    $         0                             
                                                           ----------         ----------    ----------       
EXPENSES                                                         695             1,037          4,686
                                                           ----------         ----------     ----------        
NET INCOME/(LOSS) BEFORE INCOME TAXES                  $        (695)      $    (1,037)  $     (4,686)               

INCOME TAXES                                                       0                 0            572

NET LOSS                                                        (695)           (1,037)        (5,258)

NET LOSS PER SHARE                                     $       (0.01)      $     (0.01)  $      (0.01)          
                                                           ==========         ==========     ==========        

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                                                902,017           902,017         557,328      
                                                           ==========         ==========     ========== 
       





                           OLYMPUS M.T.M. CORPORATION
                         [A Development Stage Company]
                            STATEMENTS OF CASH FLOWS
        For the Three Month Periods Ended February 28, 1998 and 1997, and
 For the Period from Reactivation [December 1, 1995] through February 28, 1998

                                                        Three Months       Three Months      For the Period         
                                                           Ended              Ended       from Reactivation to
                                                          02/28/98         02/28/97            2/28/98
                                                        -------------      ------------      ------------
                                                        [Unaudited]        [Unaudited]       [Unaudited] 
                                                                                            
Cash Flows Used For Operating Activities
- ----------------------------------------
  Net Loss                                             $    (695)          $  (1,307)     $    (5,258)   
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Increase/(Decrease) in loans from shareholder            695               1,307           (5,258)    
                                                       ------------        ------------    ------------     
      Net Cash Used For Operating Activities                   0                   0                0    
                                                       ============        ============    ============  

Cash Flows Provided by Financing Activities                    0                   0                0                
- -------------------------------------------

      Net Increase In Cash                                     0                   0                0                

      Beginning Cash Balance                                   0                   0                0                

      Ending Cash Balance                              $       0          $        0      $         0               
                                                       ------------        ------------    ------------        




                                                                 








                                    EXHIBIT D

     300,000  "unregistered"  and  "restricted"  shares of the Company's  common
stock was issued to Jenson Services, Inc. on June 12, 1998.




                                                                 








                                    EXHIBIT E


                        THE INTERNET ADVISORY CORPORATION

                             UNAUDITED BALANCE SHEET

                              FOR THE PERIOD ENDED

                                 MARCH 31, 1998




                                                                 







                       THE INTERNET ADVISORY CORPORATION

                                 BALANCE SHEET

                                  MAY 31, 1998

ASSETS:

CASH .......................................   $ 68,996

ACCOUNTS RECEIVABLE ........................     12,000

                  TOTAL CURRENT ASSETS .....   $ 80,996

CAPITAL ASSETS

         HARDWARE ..........................                $ 37,129
         SOFTWARE
                  WEB SERVER ...............   $ 30,000
                  TRAVEL AGENCY PACKAGE ....   $100,000     $130,000

         FURNITURE .........................                $ 11,592

                  TOTAL CAPITAL ASSETS .....                $178,721

OTHER ASSETS
         MAILING (E-MAIL) LISTS ............                $ 91,000

         INTERNET MARKETING & DEVELOP SYSTEM                $100,000

                  TOTAL OTHER ASSETS .......                $191,000

                  TOTAL ASSETS .............                $450,717

STOCKHOLDERS' EQUITY

CAPITAL STOCK ..............................                $    100
PAID IN CAPITAL ............................                $368,885
RETAINED EARNINGS ..........................                $ 91,732

                  TOTAL STOCKHOLDERS' EQUITY                $450,717


                                                                







                                    EXHIBIT F

                  None.




                                                                 




Page 1


                                    EXHIBIT G



Olympus M.T.M. Corporation
5525 South 900 East, #110
Salt Lake City, Utah 84117

Re:       Exchange  of Assets  and  Liabilities  of The  Internet  Advisory
          Corporation,  a Florida  corporation  ("IAC"),  for  shares of Olympus
          M.T.M. Corporation, a Utah corporation ("Olympus" or the "Company")

Dear Ladies and Gentlemen:

                  Pursuant to that certain  Agreement and Plan of Reorganization
(the "Plan")  between the  undersigned,  IAC, the other  stockholders of IAC and
Olympus,  I acknowledge  that I have approved this exchange;  that I am aware of
all of the terms and conditions of the Plan; that I have received and personally
reviewed a copy of the Plan and any and all  material  documents  regarding  the
Company,  including,  but not  limited  to the 10-KSB  Annual  Report and 10-QSB
Quarterly  Reports  of the  Company  filed  with  the  Securities  and  Exchange
Commission  during the past twelve  months.  I represent and warrant that I have
sufficient knowledge and experience to understand the nature of the exchange and
am fully  capable of bearing  the  economic  risk of the loss of my entire  cost
basis.

                  I further  understand that immediately prior to the completion
of the Plan, Olympus had no assets and no liabilities,  of any measurable value,
and that in actuality,  the completion of the Plan and the exchange of my shares
of IAC for shares of Olympus  results in a decrease in the actual  percentage of
ownership  that my shares of IAC  represented  in IAC prior to the completion of
the Plan.

                  I understand  that you have and will make books and records of
your  Company  available  to  me  for  my  inspection  in  connection  with  the
contemplated  exchange of my shares,  options or warrants,  and that I have been
encouraged to review the information and ask any questions I may have concerning
the  information  of any  director or officer of the Company or of the legal and
accounting  firms for the Company.  I  understand  that the  accountant  for the
Company is Mantyla,  McReynolds & Associates,  5872 South 900 East,  #250,  Salt
Lake City,  Utah 84121,  Telephone  (801)  269-1818;  and that legal counsel for
Olympus is Leonard W.  Burningham,  Esq.,  455 East 500 South,  #205,  Salt Lake
City, Utah 84111,  Telephone (801) 363-7411. I further understand that, upon the
completion of the Plan, no  accountant,  attorney,  employee or consultant  will
have any claim of any kind against the Company for any event or occurrence on or
prior to the completion of the Plan.

                  I also  understand  that I must  bear  the  economic  risk  of
ownership of any of the Olympus shares for a long period of time, the minimum of
which will be one (1) year,  as these shares are  "unregistered"  shares and may
not be sold unless any  subsequent  offer or sale is registered  with the United
States  Securities  and  Exchange   Commission  or  otherwise  exempt  from  the
registration requirements of the Securities Act of 1933, as amended (the "Act"),
or other applicable laws, rules and regulations.

                  I  intend  that  you  rely on all of my  representations  made
herein and those in the personal questionnaire (if applicable) I provided to IAC
for use by  Olympus  as they are made to  induce  you to issue me the  shares of
Olympus under the Plan, and I further represent (of my personal  knowledge or by
virtue of my reliance  on one or more  personal  representatives),  and agree as
follows, to-wit:



                                                                 1




Page 2

                  1.       That the shares being acquired are being received for
investment purposes and not with a view Toward further distribution;

                  2. That I have a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";

                  3. That I understand the meaning of "unregistered"  shares and
know that they are not freely tradeable;

                  4.  That  any  stock  certificate  issued  by  you  to  me  in
connection  with the shares  being  acquired  shall be  imprinted  with a legend
restricting the sale,  assignment,  hypothecation or other disposition unless it
can be made in accordance with applicable laws, rules and regulations;

                  5. I agree that the stock  transfer  records  of your  Company
shall  reflect that I have  requested  the Company not to effect any transfer of
any stock  certificate  representing  any of the shares being acquired  unless I
shall  first have  obtained  an opinion of legal  counsel to the effect that the
shares may be sold in accordance with applicable  laws,  rules and  regulations,
and I understand that any opinion must be from legal counsel satisfactory to the
Company and,  regardless of any opinion, I understand that the exemption covered
by any opinion must in fact be applicable to the shares;

                  6.  That I shall not sell,  offer to sell,  transfer,  assign,
hypothecate or make any other disposition of any interest in the shares, options
or warrants  being acquired  except as may be pursuant to any  applicable  laws,
rules and regulations;

                  7. I fully understand that my shares which are being exchanged
for shares of the Company are "risk  capital," and I am fully capable of bearing
the economic risks attendant to this investment, without qualification; and

                  8. I also  understand  that  without  approval  of counsel for
Olympus,  all shares of Olympus to be issued and delivered to me in exchange for
my shares of IAC shall be  represented  by one  certificate  only and which such
certificate  shall  be  imprinted  with the  following  legend  or a  reasonable
facsimile thereof on the front and reverse sides thereof:

                  The shares,  options or warrants of stock  represented by this
                  certificate  have not been registered under the Securities Act
                  of  1933,  as  amended,  and  may  not be  sold  or  otherwise
                  transferred unless compliance with the registration provisions
                  of  such  Act  has  been  made or  unless  availability  of an
                  exemption   from  such   registration   provisions   has  been
                  established,  or unless  sold  pursuant  to Rule 144 under the
                  Act.

                  Any  request  for more  than  one  stock  certificate  must be
accompanied by a letter signed by the requesting  stockholder  setting forth all
relevant facts relating to the request.  Olympus will attempt to accommodate any
stockholders' request where Olympus views the request is made for valid business
or personal  reasons so long as in the sole discretion of Olympus,  the granting
of the request  will not  facilitate  a "public"  distribution  of  unregistered
shares of Olympus.

                  You are requested and instructed to issue a stock  certificate
as follows, to-wit:

                  --------------------------------------------------------


                                                                 2





                  (Name(s) and Number of Shares)

                  --------------------------------------------------------
                  (Address)

                  --------------------------------------------------------
                  (City, State and Zip Code)

                  If joint tenancy with full rights of  survivorship is desired,
                  put the initials JTRS after your names.

                  Dated this ________ day of __________________________, 1998.

                                                     Very truly yours,
                                                     /S/ NICOLE LEIGH
                                                     /S/ BARBARA FYTTON
                                                     /S/ FRANCIS FYTTON
                                                     /S/ JEFFREY OLWEEAN
                                                  
                                                              






                                    EXHIBIT H


                       CERTIFICATE OF OFFICER PURSUANT TO

                      AGREEMENT AND PLAN OF REORGANIZATION


                  The undersigned,  the President of Olympus M.T.M. Corporation,
a Utah  corporation  ("Olympus"),  represents  and  warrants  the  following  as
required  by the  Agreement  and Plan of  Reorganization  (the  "Plan")  between
Olympus and The Internet Advisory  Corporation,  a Florida corporation  ("IAC"),
and the IAC Stockholders, to-wit:

                  1. That the undersigned,  Ernest C. Psarras,  is the President
of Olympus and has been  authorized  and  empowered by its Board of Directors to
execute and deliver this Certificate to IAC and the IAC Stockholders;

                  2. Based upon the personal  knowledge,  information and belief
of the undersigned and opinions of counsel for Olympus regarding the Plan:

                    (i) All  representations and warranties of Olympus contained
                    within the Plan are true and correct;

                    (ii)  Olympus  has  complied  with all terms and  provisions
                    required of it pursuant to the Plan; and

                    (iii)  There have been no  material  adverse  changes in the
                    financial  position of Olympus as set forth in its financial
                    statements  for the ended  November  30, 1997 and 1996,  and
                    February 28,  1998,  except as set forth in Exhibit D to the
                    Plan. 
                                                    OLYMPUS M.T.M. CORPORATION


                                                    By /S/ ERNEST C. PSARRAS
                                                    Ernest C. Psarras, President



                                                                







                                    EXHIBIT I


                       CERTIFICATE OF OFFICER PURSUANT TO

                      AGREEMENT AND PLAN OF REORGANIZATION


                  The  undersigned,  the  President  of  The  Internet  Advisory
Corporation,  a  Florida  corporation  ("IAC"),   represents  and  warrants  the
following as required by the Agreement and Plan of  Reorganization  (the "Plan")
between  IAC,  the IAC  Stockholders  and  Olympus  M.T.M.  Corporation,  a Utah
corporation ("Olympus"), to-wit:

          1.  That  he is the  President  of IAC  and has  been  authorized  and
          empowered  by its Board of  Directors  to  execute  and  deliver  this
          Certificate to Olympus;

          2. Based on his personal knowledge, information, belief:

               (i) All  representations  and warranties of IAC contained  within
               the Plan are true and correct;

               (ii) IAC has complied with all terms and  provisions  required of
               it pursuant to the Plan; and

               (iii)  There  have  been  no  material  adverse  changes  in  the
               financial position of IAC as set forth in its balance sheet dated
               March 31, 1998, except as set forth in Exhibit F to the Plan.


                                             THE INTERNET ADVISORY CORPORATION


                                             By /S/ JEFFREY OLWEEAN
                                             Jeffrey Olweean, President