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                                   EXHIBIT 10.6

                                   BIOLABS, INC.

                       AMENDED AND RESTATED STOCK OPTION PLAN



1      PURPOSE OF PLAN

1.1    PURPOSE OF PLAN.  The purpose of this Plan is to assist directors,
       officers, employees and consultants of the Company and its
       Subsidiaries to participate in the growth and development of the
       Company and its Subsidiaries by providing such persons with the
       opportunity, through stock options, to acquire an increased
       proprietary interest in the Company thereby providing an additional
       incentive to the persons contemplated above to promote the best
       interest of the Company and to provide the means to the Company to
       attract qualified persons.

2      DEFINED TERMS

2.1    DEFINED TERMS.  Where used herein, the following terms will have the
       meanings indicated below:

       (a)    "BOARD" means the Board of Directors of the Company or, if
              established and duly authorized to act, the Executive Committee of
              the Board of Directors of the Company;

       (b)    "BUSINESS DAY" means any day on which the Exchange is open for
              trading;

       (c)    "COMMITTEE" will mean the Compensation Committee or such other
              committee established or designated by the Board as responsible
              for the purposes of this Plan or, in the event no committee is so
              established or designated, will mean the Board;

       (d)    "COMPANY" means BioLabs, Inc., and includes any successor
              corporation thereto;

       (e)    "CONSULTANT" means any individual, corporation or other person
              engaged to provide ongoing services to the Company or any
              Subsidiary;

       (f)    "ELIGIBLE PERSON" means any director, officer, employee or
              consultant of the Company or any Subsidiary;

       (g)    "EXCHANGE" means any recognized exchange or market in Canada or
              the United States on which the shares are listed and posted or
              quoted from time to time;


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       (h)    "EXERCISE DATE" means the Business Day on which the Company
              through the Secretary receives notice of an exercise of the Option
              pursuant to Section 7.1 of this Plan; provided that if the notice
              of exercise is received on a day which is not a Business Day, the
              Exercise Date will be the next Business Day following the receipt
              of the notice;

       (i)    "FULLY DILUTED COMMON EQUIVALENTS" means all outstanding Shares,
              including all Shares which would result from the conversion of any
              of the Company's other securities into Shares pursuant to the
              Certificate of Incorporation of the Company or otherwise;

       (j)    "GRANT DATE" means the date on which any Option is approved by the
              Board for grant hereunder;

       (k)    "KEY PERSON" means the person which may be designated by the
              Committee as the key person providing ongoing services under a
              consulting contract with the Company or any Subsidiary;

       (l)    "MARKET PRICE" in respect of a Share means:

              (i)    if the Shares are listed and posted or quoted on an
                     Exchange at the time of calculation, the price per Share
                     equal to the average of the daily high and low board lot
                     trading prices at which the Shares traded on the Exchange
                     for the 5 trading days preceding the Grant Date unless
                     otherwise required by any regulatory authority having
                     jurisdiction; or

              (ii)   if the Shares are not listed and posted or quoted on an
                     Exchange at the time of calculation:

                     (A)    if there has been one or more arm's length sales
                            from treasury of Shares (or other securities of the
                            Company capable of conversion into Shares) in the 12
                            month period prior to the date for determination of
                            the Market Price, then the Market Price will equal
                            the last price per share paid for all Shares sold in
                            such period, and

                     (B)    if there have been no arm's length sales form
                            treasury of Shares as contemplated in Section
                            2.1(1)(ii)(A) above, then the Market Price will be
                            reasonably determined by the Board and, in any
                            event, will be not less than:


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                                    1.5X TRAILING TWELVE MONTHS REVENUES
                                 ------------------------------------------
                                 Number of Fully Diluted Common Equivalents

       (m)    "OPTION" means an option to purchase Shares granted under this
              Plan;

       (n)    "OPTION AGREEMENT" means an agreement evidencing an Option entered
              into between the Company and an Eligible Person;

       (o)    "OPTION PRICE" means the price per share at which Shares may be
              purchased under the Option as determined under this Plan and as
              the same may be adjusted from time to time in accordance with Part
              8 hereof;

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

       (q)    "PLAN" means the Company's Amended and Restated Stock Option Plan,
              as embodied herein, as the same may be amended or varied from time
              to time;

       (r)    "QUARTERLY COMMENCEMENT PERIOD" means in any fiscal year, January
              1 through and including March 31; April 1 through and including
              June 30; July 1 through and including September 30; or October 1
              through and including December 31;

       (s)    "SHARES" mean the common shares of the Company, or, in the event
              of an adjustment contemplated by Part 8 hereof, such other shares
              or securities to which an Optionee may be entitled upon the
              exercise of an Option as a result of such adjustment;

       (t)    "SUBSIDIARY" means any corporation that is a subsidiary of the
              Company (as such term is defined in the Business Corporation Law
              of the State of New York as may be from time to time amended,
              varied or re-enacted); and

       (u)    "TRAILING TWELVE MONTHS REVENUES" means the Company's revenues
              (calculated in accordance with generally accepted accounting
              principles in a manner consistent with the previous year) as
              reported in the financial statements for the twelve month period
              ending immediately prior to the Quarterly Commencement Period in
              which such revenues are being calculated; provided, however, the
              determination of Trailing Twelve Months Revenues will exclude any
              one time adjustments which may result for any


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              changes in the Company's accounting practices and policies.

3      ADMINISTRATION OF PLAN

3.1    ADMINISTRATION OF PLAN.  This Plan will be administered by the
Committee; provided however that the Board may establish any other committee of
the Board consisting of not less than three members of the Board to replace the
Committee for the purposes of the administration of this Plan.  The members of
the Committee will serve at the pleasure of the Board and vacancies occurring in
the Committee will be filled by the Board.

3.2    COMMITTEE GOVERNANCE.  The Committee will select one of its members as
its Chairman and will hold its meetings at such time and place as it will
deem advisable.  A majority of the members of the Committee will constitute a
quorum and all actions of the Committee will be taken by a majority of the
members present at any meeting.  Any action of the Committee may be taken by
an instrument or instruments in writing signed by all the members of the
Committee, and any action so taken will be as effective as if it had been
passed by a majority of the votes cast by the members of the Committee
present at a meeting of such members duly called and held.

3.3    POWERS OF COMMITTEE.  The Committee will have the power, where consistent
with the general purpose and intent of this Plan and subject to the specific
provisions of this Plan:

       (a)    to establish policies and to adopt rules and regulations for
              carrying out the purposes, provisions and administration of this
              Plan;

       (b)    to interpret and construe this Plan and to determine all questions
              arising out of this Plan and any Option granted pursuant to this
              Plan, and any such interpretation, construction or termination
              made by the Committee will be final, binding and conclusive for
              all purposes;

       (c)    to determine to which Eligible Persons Options are granted and to
              grant Options;

       (d)    to determine the number of Shares covered by each Option;

       (e)    to determine the Option Price for each Option;

       (f)    to determine the time or times when Options will be granted, vest
              and be exercisable;


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       (g)    to determine if the Shares that are subject to an Option will be
              subject to any restrictions upon the exercise of such Option;

       (h)    to determine the expiration date for each Option;

       (i)    to prescribe the form of the instruments relating to the grant,
              exercise and other terms of Options;

       (j)    to determine, where necessary, the Key Person pursuant to a
              consulting contract as the person providing the services
              thereunder; and

       (k)    to determine such other matters as provided for herein.

4      SHARES SUBJECT TO PLAN

4.1    SHARES SUBJECT TO PLAN.  Options may be granted in respect of authorized
and unissued Shares, provided that the aggregate number of Shares to be issued
under this Plan, subject to adjustment or increase of such number pursuant to
the provisions of Part 8 hereof, will be 930,000.  The number of Shares issued
hereunder may be increased or changed by the Board, as approved by the Exchange
and any other relevant regulatory authority having authority with respect
hereto.

4.2    REGRANTING OF SHARES.  Shares with respect to which Options are not
exercised prior to the termination under any Option, will be available for grant
under subsequent Options under this Plan.

4.3    NO FRACTIONAL SHARES.  No fractional Shares may be purchased or issued
under this plan.

5      ELIGIBILITY, GRANT AND TERMS OF OPTIONS

5.1    ELIGIBILITY.  Options may be granted to Eligible Persons whose
participation in this Plan will, in the opinion of the Committee, accomplish the
purposes of this Plan.

5.2    GRANTING OF OPTIONS.  Options may be granted by the Company pursuant
to recommendations of the Committee provided and to the extent that such
recommendations are approved by the Board.

5.3    OPTION AGREEMENT.  Each Option granted pursuant to this Plan will be
evidenced by an Option Agreement executed on behalf of the Company by any two
directors or officers of the Company, and each Option Agreement will incorporate
such terms and conditions as the Committee in its discretion deems consistent
with the terms of this Plan.  The Committee may, with the written consent of the
Optionee and the approval of the Exchange, if necessary, amend any Option
Agreement to the extent that the Committee, acting in its discretion, deems
consistent with the terms of this Plan.


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5.4    OPTION PRICE.  For greater certainty, the Option Price on Shares that are
the subject of an Option will be as determined by the Committee, but will in no
event be less than the Market Price.

5.5    OPTION TERM.  Each Option granted pursuant to this Plan will, subject to
early termination in accordance with Part 6 hereof and subject to the provisions
of Part 7 hereof, expire automatically on the earlier of:

       (a)    the date on which such Option is exercised in respect of all of
              the Shares that may be purchased thereunder; and

       (b)    the date fixed by the Committee as to expiry date of such
              Option,

which date will not exceed ten years from the Grant Date of the Option.

5.6    MAXIMUM GRANT.  The total number of Shares to be optioned to any
Optionee under this Plan together with any Shares for issuance under any
other option plans for employees of the Company or any Subsidiary or any
other plans to such Optionee for Shares of the Company will not exceed 5% of
the issued and outstanding Shares at the Grant Date of the Option.

5.7    NON-ASSIGNABLE.  An option is personal to the Optionee and is
non-assignable other than by will or other testamentary instrument or the
laws of succession and may be exercisable during the lifetime of the Optionee
only by the Optionee.

6      TERMINATION OF EMPLOYMENT, DEATH

6.1    TERMINATION OR DEATH.  Subject to Section 6.2 hereof and to any
express resolution passed by the Committee with respect to any specific
Option, an Option, and all rights to purchase Shares pursuant thereto, will
expire and terminate immediately upon the Optionee ceasing to be a director,
officer, employee or a consultant of the Company or of any Subsidiary.

6.2    RULES UPON TERMINATION OR DEATH.  If before the expiry of an Option in
accordance with the terms hereof, the employment, or the consulting
contract, of the Optionee by or with the Company or any Subsidiary terminates
or ceases, or the Optionee ceases to be a director of the Company or any
Subsidiary or if an Option was issued to a corporation controlled by a
director, officer, employee or individual consultant of the Company and such
person no longer controls that corporation, the following will apply:

       (a)    if the Optionee ceases to be an employee or officer of the
              Company or a Subsidiary by reason of retirement or ceases to be
              a consultant by normal termination of the consulting contract
              in accordance with its terms, or ceases to be a director of the
              Company or a Subsidiary (such date of retirement or cessation
              herein being called the "retirement date") all Options which
              are exercisable at the retirement date, or which become
              exercisable within 90 days from the retirement date, will be
              exercisable on and after the retirement date, subject to the
              terms of this Plan during a period of the earlier of, 90 days
              following the retirement date or the expiry of the Option,
              unless otherwise determined by the Committee and approved by
              the Exchange;

       (b)    if the Optionee or a Key Person dies, all Options which are
              exercisable at the date of death, or which become exercisable
              within 90 days from the date of death will be exercisable on and
              after the date of death, by the legal personal representative(s)
              of the estate of the Optionee or the Key Person, as the case may
              be, subject to the terms of this Plan during a period of the
              earlier of, 90 days following the date of death or the expiry of
              the Option, unless otherwise determined by the Committee and
              approved by the Exchange;

       (c)    if the Optionee ceases to be an employee or officer of the Company
              or a Subsidiary for any reason other than retirement or death or
              ceases to be a consultant with the Company or any Subsidiary other
              than by way of normal termination of the consulting contract in
              accordance with its terms, all as provided in Section 6.2(a) and
              (b) above, or if an Option was issued to a corporation controlled
              by a director, officer, employee or individual consultant of the
              Company and such person no longer controls that corporation, all
              Options will expire automatically on the date that such Optionee
              ceases to be an employee or officer or consultant of the Company
              or a Subsidiary or ceases to control such corporation, as the case
              may be, unless otherwise determined by the Committee and approved
              by the Exchange.

6.3    EXCEPTION.  Options will not be affected by any change of employment
of the Optionee or by the Optionee ceasing to be a director where the
Optionee continues to be an employee or a director of the Company or any
Subsidiary, as the case may be.

7.     EXERCISE OF OPTIONS

7.1    EXERCISE OF OPTIONS.  Subject to the provisions of this Plan, an
Option to purchase Shares may be exercised from time to time within the
period in which they are exercisable by delivery to the


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Company at its head office of a written notice of exercise addressed to the
Secretary of the Company specifying the number of shares with respect to
which the Option is being exercised and accompanied by payment in full of the
option Price of the Shares to be purchased (by cash, bank draft or certified
cheque payable to the Company).  Certificates for such Shares will be issued
and delivered to the Optionee within a reasonable time following the receipt
of such notice and payment.

7.2    CONDITIONS.  Notwithstanding any of the provisions contained
in this Plan or in any Option, the Company's obligation to issue Shares to an
Optionee pursuant to the exercise of an Option will be subject to:

       (a)    completion of such registration or other qualification of such
              Shares or obtaining approval of such governmental authority as the
              Company will determine to be necessary or advisable in connection
              with the authorization, issuance or sale thereof;

       (b)    the admission of such Shares to being listed and posted or quoted
              on the Exchange; and

       (c)    the receipt from the Optionee of such representations, agreements
              and undertakings, including as to future dealings in such Shares,
              as the company or its counsel determines to be necessary or
              advisable in order to safeguard against the violation of the
              securities laws of any jurisdiction.

In this connection the Company will, to the extent necessary, take all
reasonable steps to obtain such approvals, registrations and qualifications as
many be necessary for the issuance of such Shares in compliance with applicable
securities laws and for the listing and posting or quotation of such Shares on
the Exchange.

8      CERTAIN ADJUSTMENTS

8.1    ADJUSTMENTS.  Appropriate adjustments in the number of Shares subject
to this Plan, and as regards Options granted or to be granted, in the number
of Shares optioned and in the applicable Option Price, will be conclusively
determined by the Board to give effect to adjustments in the number of Shares
of the Company resulting from subdivisions, consolidations adjustments in the
number of Shares of the Company resulting from subdivisions, consolidations or
reclassifications of the shares of the Company, the payment of stock dividends
by the Company (other than dividends in the ordinary course) or other relevant
changes in the capital stock of the Company.  If, because of a proposed
merger,


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amalgamation or other corporate arrangement or reorganization, the exchange or
replacement of Shares of the Company for those in another company is imminent,
the Board may, in a fair and equitable manner, determine the manner in which
all unexercised option rights granted under this Plan will be treated
including, for example, requiring the acceleration of the time for the
exercise of such rights by the Optionees and of the time for the fulfilment of
any conditions or restrictions on such exercise.  All determinations of the
Board under this Section will be final, binding and conclusive for all
purposes subject to the approval of the Exchange.

9      AMENDMENT OR DISCONTINUANCE OF PLAN

9.1    AMENDMENT OR DISCONTINUANCE OF PLAN.  The Board may amend or
discontinue this Plan at any time; provided, however, that no such amendment may
increase the maximum number of Shares that may be optioned under this Plan,
change the manner of determining the Option Price or, without the consent of the
Optionee, alter or impair any Option previously granted to an Optionee under
this Plan, and further provided that any amendment receives the approval of the
Exchange and all other applicable regulatory authorities, as required.

10     SHAREHOLDER AND REGULATORY APPROVAL

10.1   REQUIRED APPROVALS.  Any further material amendment to this Plan will
be subject to the requisite approval of the shareholders of the Company to be
given by a resolution passed at a meeting of the shareholders of the Company
and to acceptance by the Exchange and any other regulatory authorities having
jurisdiction, as required.  Any Options granted after such amendment but
prior to such amendment but prior to such approval and acceptance will be
conditional upon such approval and acceptance being given and no such Options
may be exercised unless and until such approval and acceptance is given.

11     GENERAL

11.1   RIGHTS OF OPTIONEES.  The holder of an Option will not have any rights
as a shareholder of the Company with respect to any of the Shares covered by
such Option until such holder will have exercised such Option in accordance
with the terms of this Plan (including tendering payment in full of the
Option Price of the Shares in respect of which the Option is being exercised)
and the Company will issue such Shares to the Optionee in accordance with the
terms of this Plan in those circumstances.

11.2   NO EFFECT ON EMPLOYMENT.  Nothing in this Plan or any Option will confer
upon any Optionee any right to continue in the employ


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of or under contract with the Company or any Subsidiary of the Company or
affect in any way the right of the Company or any such Subsidiary to terminate
his or her employment at any time or terminate his or her consulting contract;
nor will anything in this Plan or any Option be deemed or construed to
constitute an agreement, or an expression of intent, on the part of the
Company or any such Subsidiary to extend the employment of any Optionee beyond
the time that he or she would normally be retired pursuant to the provisions
of any present or future retirement plan of the Company or any Subsidiary or
any present or future retirement policy of the Company or any Subsidiary, or
beyond the time at which he or she would otherwise be retired pursuant to the
provisions of any contract of employment with the Company or any Subsidiary.

11.3   OTHER SHARES.  Nothing contained in this Plan will restrict or limit
or be deemed to restrict or limit the right or power of the Board in
connection with any allotment and issuance of Shares which are not allotted
and issued under this Plan including, without limitation, with respect to
other compensation arrangements.

11.4   MISCELLANEOUS.  References herein to any gender include all genders
and to the plural includes the singular and vice versa.  The division of this
Plan into Sections and the insertion of headings are for convenience of
reference only and will not affect the construction or interpretation of this
Plan.