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                              SIDEWARE SYSTEMS INC.

                            STOCK OPTION PLAN (2000)

1.       INTERPRETATION

1.1      DEFINED TERMS - For the purposes of this Plan, the following terms
have the following meanings:

(a)      "AFFILIATE" means a Parent Corporation or a Subsidiary Corporation
         of a corporation;

(b)      "BOARD" means the Board of Directors of the Company;

(c)      "CDNX" means the Canadian Venture Exchange;

(d)      "COMMITTEE" means a committee of the Board appointed in accordance
         with this Plan, or if no such committee is appointed, the Board
         itself;

(e)      "COMPANY" means Sideware Systems Inc.;

(f)      "DATE OF GRANT" means the date on which an Option is granted;

(g)      "DISABILITY" means a medically determinable physical or mental
         impairment expected to result in death or to last for a continuous
         period of not less than six months, and which causes an individual
         to be unable to engage in any substantial gainful activity;

(h)      "EFFECTIVE DATE" means the effective date of this Plan, which is
         February 8, 2000;

(i)      "FAIR MARKET VALUE" means:

         (i)      where the Shares are listed for trading on the CDNX only,
                  the minimum price at which options may be granted under
                  CDNX rules, regulations and policies; or

         (ii)     where the Shares are listed for trading on the TSE, whether
                  or not interlisted with any other stock exchange or an over
                  the counter market, the closing price of the Shares on the
                  TSE on the last trading day prior to the Date of Grant; or

         (iii)    where the Shares are listed for trading on a stock exchange
                  or over the counter market other than the CDNX or the TSE,
                  the value which is determined by the Committee in
                  accordance with the rules, regulations and policies, if
                  any, of any such stock exchange or over the counter market;
                  or

         (iv)     where the Shares are not listed for trading on a stock
                  exchange or over the counter market, the value which is
                  determined by the Committee to be the fair value of the
                  Shares as of the day immediately prior to the Date of
                  Grant, taking into consideration all factors that the
                  Committee deems appropriate, including, without
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                  limitation, recent sale and offer prices of the Shares in
                  private transactions negotiated at arm's length;

(j)      "GUARDIAN" means the guardian, if any, appointed for an Optionee;

(k)      "OPTION" means an option to purchase Shares granted pursuant to the
         terms of this Plan;

(l)      "OPTION AGREEMENT" means a written agreement between the Company and
         an Optionee specifying the terms of the Option being granted to the
         Optionee under the Plan;

(m)      "OPTION PRICE" means the price at which a Share may be purchased by
         an Optionee under an Option;

(n)      "OPTIONEE" means a person to whom an Option has been granted;

(o)      "PARENT CORPORATION" means any corporation in an unbroken chain of
         corporations ending with the Company if, at the Date of Grant, each
         corporation, other than the Company, owns stock possessing 50
         percent or more of the total combined voting power of all classes of
         stock in one of the other corporations in such chain;

(p)      "PLAN" means this stock option plan of the Company;

(q)      "SUBSIDIARY CORPORATION" means any corporation in an unbroken chain
         of corporations beginning with the Company if, at the Date of Grant,
         each of the corporations, other than the last corporation, owns
         stock possessing 50 percent or more of the total combined voting
         power of all classes of stock in one of the other corporations in
         such chain;

(r)      "SHARES" means common shares without par value in the capital of the
         Company;

(s)      "TERM" means the period of time during which an Option is
         exercisable; and

(t)      "TSE" means the Toronto Stock Exchange.

2.       STATEMENT OF PURPOSE

2.1      PRINCIPAL PURPOSES - The principal purposes of the Plan are to:

(a)      promote a proprietary interest in the Company among the directors,
         officers, employees and consultants of the Company and its
         Affiliates;

(b)      retain and attract the qualified directors, officers, employees and
         consultants the Company and its Affiliates require;
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(c)      provide a long-term incentive element in overall compensation; and

(d)      promote the long-term profitability of the Company and its
         Affiliates.

3.       ADMINISTRATION

3.1      BOARD OR COMMITTEE - The Plan shall be administered by the Board or,
if the Board so designates, by a Committee. Once appointed, the Committee
shall continue to serve until otherwise directed by the Board. From time to
time, the Board may increase the size of the Committee and appoint additional
members, remove members (with or without cause) and appoint new members in
their place, fill vacancies however caused, or remove all members of the
Committee and thereafter directly administer the Plan.

3.2      QUORUM AND VOTING - A majority of the members of the Committee shall
constitute a quorum, and, subject to the limitations in this Section 3.2, all
actions of the Committee shall require the affirmative vote of members who
constitute a majority of such quorum. Members of the Committee may vote on
any matters affecting the administration of the Plan or the grant of Options
pursuant to the Plan, except that no such member shall act upon the granting
of an Option to himself (but any such member may be counted in determining
the existence of a quorum at any meeting of the Committee during which action
is taken with respect to the granting of Options to him).

3.3      POWERS OF COMMITTEE - The Committee will have the power and
authority to do the following:

(a)      administer the Plan in accordance with its express terms, including
         the authority to grant Options;

(b)      determine all questions arising in connection with the
         administration, interpretation, and application of the Plan,
         including all questions relating to the value of the Shares;

(c)      correct any defect, supply any information, or reconcile any
         inconsistency in the Plan in such manner and to such extent as shall
         be deemed necessary or advisable to carry out the purposes of the
         Plan;

(d)      prescribe, amend, and rescind rules and regulations relating to the
         administration of the Plan;

(e)      determine the duration and purposes of leaves of absence from
         employment which may be granted to Optionees without constituting a
         termination of employment for purposes of the Plan; and
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(f)      do the following with respect to the granting of Options:

         (i)      determine when Options shall be granted,

         (ii)     determine the employees, officers, directors, or
                  consultants of the Company and of its Affiliates to whom
                  Options shall be granted, based on the eligibility criteria
                  set out in this Plan,

         (iii)    determine the number of Shares subject to each Option,

         (iv)     determine the Option Price of each Option,

         (v)      determine the vesting schedule, if any, upon which the
                  exercise of an Option is contingent, including, without
                  limitation, discretion to:

                  (A)      allow full and immediate vesting upon the grant of
                           such Option,

                  (B)      permit partial vesting in stated percentage
                           amounts based on the length of the Term of such
                           Option, or

                  (C)      permit full vesting after a stated period of time
                           has passed from the Date of Grant;

         (vi)     determine the terms and provisions of the Option Agreement
                  to be entered into with any Optionee (which need not be
                  identical with the terms of any other Option Agreement),

         (vii)    amend the terms and provisions of Option Agreements,
                  provided the Committee obtains:

                  (A)      the consent of the Optionee, and

                  (B)      any required approval of any stock exchange on
                           which the Company is listed; and

         make all other determinations necessary or advisable for
         administration of the Plan. Notwithstanding paragraph (v), while the
         Company is listed on the CDNX and is considered a Tier 2 company,
         vesting schedules for Options issued pursuant to this Plan shall be,
         at a minimum, in accordance with CDNX policy, unless upon
         application CDNX permits a more favourable vesting schedule in any
         particular case.

3.4      ADMINISTRATION BY COMMITTEE - The Committee's administration of the
Plan shall in all respects be consistent with the policies and rules of any
stock exchange and/or over the counter market on which the Shares are listed.
All determinations made by the Committee in good faith
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on matters referred to in Section 3.3 shall be final, conclusive, and binding
upon the Company and the relevant Optionee.

4.       SHARES SUBJECT TO THE PLAN

4.1      NUMBER OF SHARES - Subject to adjustment as contemplated by section
11, the number of Shares that may be issued pursuant to the exercise of
Options under the Plan shall not exceed 5,700,000 in the aggregate. Any stock
options of the Company outstanding immediately prior to the Effective Date
shall not be considered Options for any purpose under the Plan.

4.2      EXPIRY OF OPTION - Should an Option expire, terminate or cease to be
exercisable in accordance with the terms of the Plan without having been
exercised in full, then the Shares which were set aside for issue pursuant to
that Option but which were not issued shall become available for issue
pursuant to the Plan.

4.3      LIMITATIONS - Notwithstanding any other provision of the Plan, at no
time may the number of shares reserved for issuance pursuant to stock options
granted to any one person, whether granted pursuant to the Plan or otherwise,
exceed 5% of the issued and outstanding Shares from time to time. Subject to
the foregoing, there is no limitation on the ability of the Company to grant
options to its insiders and their associates.

5.       ELIGIBILITY

5.1      ELIGIBILITY - Options may be granted to any director, officer,
employee or consultant of the Company or of any of its Affiliates. An
Optionee shall not be precluded from being granted an Option solely because
such Optionee may previously have been granted an Option under the Plan.

5.2      NO VIOLATION OF LAWS - No Option shall be granted to any Optionee
unless the Committee has determined that the grant of such Option and the
exercise thereof by the Optionee will not violate applicable securities laws.

6.       GRANTING OF OPTIONS

6.1      GRANTS OF OPTIONS - The Committee may from time to time designate
directors, officers, employees or consultants of the Company or of its
Affiliates to whom Options to purchase Shares may be granted and the number
of Shares to be optioned to each, provided that the total number of Shares to
be optioned shall not exceed the number provided in Section 4.1 of this Plan.
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6.2      OPTION AGREEMENT - Each Option granted under the Plan shall be
evidenced by an Option Agreement between the Company and the Optionee in such
form as shall be approved by the Committee, which Option Agreement shall
include the following terms:

(a)      the number of Shares subject to purchase pursuant to such Option;

(b)      the Date of Grant;

(c)      the Term, including the provisions in Section 7 of this Plan;

(d)      the Option Price, provided that the Option Price shall not be less
         than the Fair Market Value of the Shares;

(e)      any vesting schedule upon which the exercise of an Option is
         contingent;

(f)      a provision that the Option is not assignable or transferable; and

(g)      such other terms and conditions as the Committee deems advisable and
         are consistent with this Plan.

7.       OPTION TERM

7.1      OPTION TERM - The Term of an Option, subject to the provisions of
the Plan requiring acceleration of rights of exercise, will be such period as
may be determined by the Committee but subject to the rules of any stock
exchange or other regulatory body having jurisdiction. In addition, each
Option Agreement shall provide that:

(a)      upon the death of the Optionee, the Option may be exercised by the
         legal heirs or personal representatives of the Optionee until the
         date determined by the Committee which shall not be more than twelve
         months from the date of death;

(b)      if the position of an Optionee as a director or officer of the
         Company or of an Affiliate of the Company, or the employment of an
         Optionee as an employee or consultant of the Company or of an
         Affiliate of the Company, is terminated by the Company or its
         Affiliate by reason of such Optionee's Disability, any Option held
         by such Optionee that could have been exercised immediately prior to
         such termination of service shall be exercisable by such Optionee,
         or by his Guardian, for a period of 12 months following the
         termination of service of such Optionee;

(c)      if an Optionee who has ceased to be a director, officer, employee or
         consultant of the Company or of an Affiliate of the Company by
         reason of such Optionee's Disability dies within six months after
         the termination of such employment, any Option held by such Optionee
         that could have been exercised immediately prior to his or her death
         shall pass to the legal heirs or personal representatives of such
         Optionee, and shall be exercisable by such person for a period of 12
         months following the death of such Optionee;
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(d)      if the Optionee shall no longer be a director, officer, employee or
         consultant of the Company or of an Affiliate of the Company by
         reason other than such Optionee's Disability, the Option shall
         terminate on the expiry of the period, not in excess of 90 days,
         prescribed by the Committee at the Date of Grant, following the date
         that the Optionee ceases to be a director, officer, employee or
         consultant of either the Company or an Affiliate of the Company;

provided that nothing in the foregoing shall have the effect of extending the
Term of an Option beyond its original expiry date and provided that the
number of Shares that the Optionee (or his Guardian or legal heirs or
personal representatives) shall be entitled to purchase until such date of
termination shall be the number of Shares which the Optionee was entitled to
purchase on the date of death or the date the Optionee ceased to be a
director, officer, employee or consultant of the Company or its Affiliate, as
the case may be, notwithstanding the fact that the Option may have vested
thereafter with respect to the purchase of additional shares.

7.2      DEEMED NON-INTERRUPTION OF EMPLOYMENT - Employment shall be deemed
to continue intact during any sick leave or other bona fide leave of absence
if the period of such leave does not exceed 90 days or, if longer, for so
long as the Optionee's right to reemployment with the Company or an Affiliate
of the Company is guaranteed either by statute or by contract; but if the
period of such leave exceeds 90 days and the Optionee's reemployment is not
so guaranteed, then his or her employment shall be deemed to have terminated
on the ninety-first day of such leave.

7.3      VOLUNTARY TERMINATION - The Committee may, with the consent of an
Optionee, cancel any outstanding Option.

8.       EXERCISE OF OPTION

8.1      METHOD OF EXERCISE - An Option may be exercised from time to time by
delivery to the Company at its head office or such other place as may be
specified by the Company, of a written notice of exercise specifying the
number of Shares with respect to which the Option is being exercised
accompanied by payment in full of the purchase price of the Shares then being
purchased by way of certified cheque or bank draft. In the event of the
exercise of an Option by an Optionee's legal heirs or personal
representatives, such legal heirs or personal representatives shall also
deliver evidence satisfactory to the Company that they are entitled to
exercise the Option.

8.2      ISSUANCE OF CERTIFICATE - As soon as practicable after exercise of
an Option in accordance with Section 8.1, the Company shall issue a
certificate evidencing the Shares with respect to which the Option has been
exercised. Until the issuance of such certificate, no right to vote or
receive dividends or any other rights as a shareholder shall exist with
respect to such Shares, notwithstanding the exercise of the Option. No
adjustment will be made for a dividend or other right for which the record
date is prior to the date the certificate is issued.
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9.       RESTRICTIONS ON EXERCISE

9.1      REGULATORY COMPLIANCE - The exercise of each Option granted under
the Plan shall be subject to the condition that if at any time the Company
shall determine in its sole discretion that it is necessary or desirable to
comply with any legal requirements or the requirement of any stock exchange
or other regulatory authority or to obtain any approval or consent from any
such stock exchange or other regulatory authority as a condition of, or in
connection with, such exercise or the issue of Shares as a result thereof,
then in any such event such exercise shall not be effective unless such
compliance shall have been effected or such approval or consent obtained on
conditions satisfactory to the Company. The Company's inability to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability with
respect to the failure to issue or sell such Shares.

10.      RESTRICTIONS ON TRANSFER

10.1     NON-ASSIGNABILITY - No Option shall be assignable, negotiable or
otherwise transferable other than by will or the laws of descent and
distribution and shall, subject to the terms hereof, be exercisable only by
the Optionee to whom it is granted or such Optionee's legal heirs or personal
representatives.

11.      ADJUSTMENTS

11.1     ALTERATION OF CAPITAL - In the event of any material change in the
outstanding common shares of the Company prior to complete exercise of any
Option by reason of any stock dividend, split, recapitalization,
amalgamation, merger, consolidation, combination or exchange of shares or
other similar corporate change, an equitable adjustment shall be made in one
or more of the maximum number or kind of shares issuable under the Plan or
subject to outstanding Options or the Option Price of such shares. Any such
adjustment shall be made in the sole discretion of the Board, acting on
recommendations made by the Committee, and shall be conclusive and binding
for all purposes of the Plan.

11.2     GENERAL OFFER FOR SHARES - Notwithstanding anything else herein to
the contrary, in the event an offer to purchase common shares of the Company
shall be made to the holders of common shares generally, unless the Board
determines that such offer will not result in any change in control of the
Company, or in the event of a sale of all or substantially all of the assets
of the Company or the sale, pursuant to an agreement with the Company, of
securities of the Company pursuant to which the Company is or becomes a
subsidiary of another corporation, then unless provision is made by the
acquiring corporation for the assumption of each Option or the substitution
of a substantially equivalent option therefor, the Company shall give written
notice thereof to each Optionee holding Options under the Plan and such
Optionees shall be entitled to exercise all such Options in respect of all
Shares to which Options relate to the extent previously unexercised,
regardless of whether such Optionee would otherwise be entitled to exercise
such Options to such extent at that time, and the Optionees shall be entitled
to exercise
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such Options up to the closing date of any of the aforementioned
transactions, or such other date determined by the Company provided that the
Company has given thirty (30) days written notice of such date to each
Optionee. Any Options not so exercised will immediately terminate.

11.3     NO FRACTIONS - No fractional Shares shall be issued upon the
exercise of an Option and accordingly, if as a result of any adjustment set
out above an Optionee would be entitled to a fractional Share, the Optionee
shall have the right to purchase only the adjusted number of full Shares and
no payment or other adjustment shall be made with respect to the fractional
Share so disregarded.

12.      NO OBLIGATION TO RETAIN OPTIONEE

12.1     NO OBLIGATION TO RETAIN OPTIONEE - Nothing contained in this Plan
shall obligate the Company or an Affiliate of the Company to retain an
Optionee as an employee, officer, director, or consultant for any period, nor
shall this Plan interfere in any way with the right of the Company or
Affiliates of the Company to reduce such Optionee's compensation.

13.      CONDITIONS PRECEDENT

13.1     APPROVALS - The Plan is subject to the approval, if required, of any
stock exchange on which the Company's common shares are listed for trading
and is also subject to approval by the shareholders of the Company. Any
Options granted prior to such approvals shall be conditional upon such
approvals being given and no such Options may be exercised unless such
approvals, if required, are given.

14.      EFFECTIVE DATE OF PLAN

14.1     EFFECTIVE DATE - The effective date of the Plan is February 8, 2000,
subject to receipt of all regulatory approvals which the Company requires in
connection with the implementation of the Plan and subject to approval of the
Plan by the shareholders of the Company.

15.      AMENDMENT AND TERMINATION

15.1     AMENDMENT AND TERMINATION - The Board may at any time and from time
to time amend, suspend or terminate the Plan in whole or in part; provided,
however, that any such amendment will be subject to regulatory approval and,
other than as set out in Section 11, no such amendment may increase the
maximum number of Shares that may be optioned under the Plan, materially
modify the requirements as to eligibility for participation in the Plan or
change the manner of determining the Option Price unless such amendment is
approved by the affirmative votes of the holders of a majority of the voting
securities of the Company present or represented and entitled to vote at a
meeting duly held in accordance with the applicable corporate laws or by the
written consent of the holders of a majority of the securities of the Company
entitled to vote; provided however, that the Company may amend the terms of
the Plan to comply with the requirements of any applicable regulatory
authority without obtaining the
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approval of its shareholders. No such amendment, suspension or termination
shall adversely affect rights under any Options previously granted without
the consent of the Optionees to whom such Options were granted.

15.2     NO GRANT DURING SUSPENSION OF PLAN - No Option may be granted during
any suspension or after termination of the Plan. Amendment, suspension, or
termination of the Plan shall not, without the consent of the Optionee, alter
or impair any rights or obligations under any Option previously granted.

16.      COMPLIANCE WITH LAWS

16.1     Transactions under the Plan are intended to comply with all relevant
provisions of law and the rules, regulations and policies of any stock
exchange or market upon which the Shares may be listed or quoted. To the
extent any provision of the Plan or action by the Committee fails to so
comply, the Committee may, to the extent permitted by law, do any of the
following as it deems advisable:

(a)      treat such provision as null and void; or

(b)      amend the terms of the Plan to comply with such applicable laws,
         rules, regulations, or policies; or

(c)      ensure that the administration of the Plan and the terms of the
         individual option agreements comply with such applicable laws,
         rules, regulations, and policies.

17.      GOVERNING LAW

17.1     LAW - The laws of the Province of British Columbia shall govern the
Plan and all rights and obligations hereunder shall be determined in
accordance with such laws.