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                                                                       EX-4.1

                                 CERTICOM CORP.

                             1997 STOCK OPTION PLAN

1.   PURPOSE OF THE PLAN

     The purpose of the Plan is to encourage directors, officers and
employees of Certicom Corp. (the "Corporation") or any of its subsidiaries and
other persons:

     (a)  to promote the interests, growth and development of the Corporation by
          providing them with the opportunity through share options to acquire a
          proprietary interest in the Corporation;

     (b)  to recognize the contribution of such directors, officers, employees
          and other persons; and

     (c)  to encourage such directors, officers, employees and other persons to
          acquire Common Shares of the Corporation.

2.   DEFINITIONS

     In this Plan:

     (a)  "Associate" has the meaning assigned by the Securities Act (Ontario),
          as amended from time to time;

     (b)  "Board of Directors" means the board of directors of the Corporation;

     (c)  "Committee" means a committee appointed by the Board of Directors and
          consisting of not less than three members of the Board of Directors to
          administer the Plan. All references in the Plan to the Committee means
          the Board of Directors if no Committee has been appointed;

     (d)  "Common Shares" means the Common Shares of the Corporation or, in the
          event of an adjustment contemplated in Section 9 hereof, such other
          securities to which an Eligible Person may be entitled upon the
          exercise of an Option as a result of such adjustment;

     (e)  "Date of Grant" means the date an Eligible Person is granted an
          Option;

     (f)  "Director" means a person occupying the position of director on the
          Board of Directors;

     (g)  "Eligible Persons" means any Director or Employee or any other person
          or corporation approved by the Committee;
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     (h)  "Employee" means an employee of the Corporation or its subsidiaries;

     (i)  "Exchange" means The Toronto Stock Exchange or, if the Common Shares
          are not then listed and posted for trading on The Toronto Stock
          Exchange, on such stock exchange on which such shares are listed and
          posted for trading as may be selected for such purpose by the
          Committee;

     (j)  "Exercise Date" means the date the Corporation receives from the
          Eligible Person a completed Stock Option Purchase Form with payment
          for the Option Shares being purchased;

     (k)  "Insider" means:

          (i)  an insider of the Corporation as defined by the Securities Act
               (Ontario) as amended from time to time, other than a person who
               falls within such definition solely by virtue of being a director
               or senior officer of a subsidiary of the Corporation; and

          (ii) an Associate of any person who is an Insider by virtue of clause
               (i) of this definition;

     (l)  "Market Price" per Common Share at any date shall be the closing price
          of the Common Shares on the Exchange (or, if the Common Shares are not
          then listed and posted for trading on the Exchange, on such stock
          exchange on which such shares are listed and posted for trading as may
          be selected for such purpose by the Committee) on the trading day
          immediately preceding the Date of Grant. In the event that the Common
          Shares are not listed and posted for trading on any stock exchange,
          the Market Price shall be determined by the Committee in its sole
          discretion;

     (m)  "Option" means the right granted by the Corporation pursuant to the
          Plan to purchase Common Shares;

     (n)  "Option Period" means the period set forth in Section 6 during which
          an Eligible Person may purchase Option Shares;

     (o)  "Option Price" means the price per share at which an Eligible Person
          may purchase Option Shares";

     (p)  "Option Shares" means the Common Shares of the Corporation which an
          Eligible Person is entitled to purchase pursuant to an Option;

     (q)  "Outstanding Issue" means the number of Common Shares that are
          outstanding immediately prior to any issuance of Options under the
          Plan or any issuance of Option Shares, as the case may be, excluding
          Option Shares issued pursuant to the Plan and all other plans or stock
          option agreements to which the Corporation may be a party during the
          preceding one year period;

     (r)  "Participants" means Eligible Persons to whom Options are granted
          pursuant to the Plan and which remain unexercised; and


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     (s)  "Plan" means this Certicom Corp. 1997 Stock Option Plan.

3.   ADMINISTRATION

     (a)  The Plan shall be administered by the Committee. The members of the
          Committee shall serve at the pleasure of the Board and vacancies
          occurring in the Committee shall be filled by the Board.

     (b)  A majority of the members of the Committee shall constitute a quorum
          and all actions of the Committee shall 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 actions so taken shall 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.

     (c)  The Committee shall have the power, where consistent with the general
          purpose and intent of the Plan and subject to the specific provisions
          of the Plan:

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

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

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

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

          (v)    to determine the Option Price;

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

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

          (viii) to prescribe the form of the instruments relating to the grant,
                 exercise and other terms of Option Shares.


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4.   NUMBER OF OPTION SHARES

     The aggregate number of Option Shares which may be issued hereunder
shall not exceed 3,000,000. Option Shares in respect of which Options are not
exercised prior to expiry in accordance with the terms of the Plan shall be
available for subsequent grants of Options under the Plan. The following
restrictions shall also apply to the Plan and to all other plans or stock
option agreements to which the Company may be a party:

     (i)   no Participant together with such Participant's Associates
           shall be issued, within any one year period, a number of
           Option Shares which exceeds 5% of the Outstanding Issue;

     (ii)  the number of Option Shares reserved for issuance pursuant to
           Options to any one Participant shall not exceed 5% of the
           Outstanding Issue; and

5.   PRICE FOR OPTION SHARES

     The Committee shall advise each Participant designated to participate in
the Plan of the number of Option Shares such Participant is entitled to
purchase and the Option Price at which the Option Shares may be purchased and
the Option Period. The Option Price at which the Option Shares may be
purchased under the Plan shall be fixed by the Committee based upon the
Market Price of the Common Shares at the Date of the Grant.

6.   VESTING

     (a)  The limitation period or periods and the vesting period or periods
          during which Options or a portion thereof vests and may be exercised
          by the Participant shall be determined by the Committee and be
          consistent with the provisions of the Plan provided, however, the
          limitation period or periods for exercise and the vesting period or
          periods may not exceed 10 years from the date of the granting of
          Options.

     (b)  If no specific determination is made by the Committee with respect
          to any of the following matters, each Option shall, subject to any
          other specific provisions of the Plan, contain the following terms
          and conditions:

          (i)  the period during which an Option shall be exercisable shall be
               5 years from the date the Option is granted to the Eligible
               Person; and


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          (ii) the Participant may not take up and pay for any of the Common
               Shares covered by the Option until the expiry of a 12-month
               period following the date of the grant of the Option, and
               thereafter, the Participant shall be entitled to take up and
               pay for not more than 25% of the Common Shares covered by the
               Option immediately following the expiry of such 12-month period
               following the date of the grant of the Option, and a further
               2.083333% of the Shares covered by the Option following the
               expiry of each one-month period following the expiry of such
               12-month period from the date of the grant of the Option;
               provided, however, the Participant shall have the right, at any
               time or from time to time during the remainder of the term of
               the Option, to purchase such number of Common Shares subject to
               the Option that were purchasable, but not purchased by him,
               during any period.

7.   PAYMENT

     The Participant from time to time at any time during the Option Period,
may elect to purchase all or a portion of the Option Shares available for
purchase during the relevant Option Period by lump sum payment by delivering
to the Corporation at its registered office, a notice in writing which shall
specify the number of Option Shares the Participant desires to purchase and
shall be accompanied by payment in full of the purchase price for such Option
Shares. Payment can be made by cash, certified cheque, bank draft, money
order or the equivalent payable to the order of Certicom Corp.

8.   CERTIFICATES

     (a)  Each Option granted hereunder shall be evidenced by a certificate,
          substantially in the form of Schedule "A", issued by the Corporation
          to each Participant specifying the number of Option Shares, the
          Option Price and the Option Period.

     (b)  Upon exercise of an Option and payment in full of the purchase price
          the Corporation shall cause to be delivered to the Participant within
          a reasonable period of time a certificate or certificates in the name
          of the Participant representing the number of Option Shares the
          Participant has purchased.

9.   ADJUSTMENT IN COMMON SHARES

     (a)  The number of Common Shares subject to the Plan, the number of
          Common Shares available under Options granted and the Option Price
          shall be adjusted automatically from time to time to reflect
          adjustments in the number of Common Shares arising as a result of
          subdivisions, stock dividends, consolidations or reclassifications
          of the Common Shares or other relevant changes in the authorized or
          issued capital of the Corporation. No fractional Common Shares may be
          purchased or issued hereunder. If a Participant is entitled to
          purchase a fraction of a Common Share pursuant to an Option, such
          entitlement shall be rounded down to the nearest whole number.

     (b)  In the case of a proposed merger or amalgamation of the Corporation
          with one or more other corporations, the making of a take-over bid
          (as defined in the Securities Act (Ontario)) for any of the
          outstanding Common Shares, the sale or distribution of all or
          substantially all of the Corporation's assets or a proposed corporate
          arrangement or reorganization, the Board of Directors may, in its
          absolute discretion, determine the


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          manner in which all unexercised Options granted under the Plan shall
          be treated including, notwithstanding Section 16 hereof, changing the
          Option Period.

10.  TERMINATION

     (a)  Subject to the provisions of Section 10(d) hereof, in the event that
          an Employee's employment with the Corporation or any of its
          subsidiaries is terminated during the Option Period or a Director
          shall cease to be a Director for any reason other than death or
          cause, the Participant may elect to purchase all or a portion of the
          remaining Option Shares that have vested at the time such employment
          is terminated or of ceasing to be a Director at any time during the
          90-day period following the date of termination of employment or
          ceasing to be a director (but in no event, after the expiration of
          the Option Period). For the purposes of the Plan, the transfer of the
          Employee's employment to the Corporation or to any subsidiary of the
          Corporation shall not be considered a termination of employment and
          the Employee's rights under the Option shall be the same as if such
          transfer had not occurred.

     (b)  Subject to the provisions of Section 10(d) hereof, in the event of
          the termination of the relationship of a Participant with the
          Corporation or any of its subsidiaries for cause prior to the expiry
          of all outstanding Options granted to such Participant, all such
          Options shall terminate forthwith without further notice to the
          Participant.

     (c)  Subject to the provisions of Section 10(d) hereof, in the event the
          Participant dies during the Option Period, the Participant's legal
          representative will be permitted to exercise any previously
          unexercised portion of an Option granted under the Plan prior to the
          Participant's death and take delivery of all Option Shares previously
          purchased but not delivered, at any time during the 180 day period
          following the death of the Participant (but in no event after the
          expiration of the Option Period).

     (d)  At any time before or after the relevant period set forth in
          Sections 10(a), (b) or (c), the Committee may extend such period as
          it applies to any former Participant, to a date which shall not be
          later than the expiration of the Option Period.

11.  TRANSFER AND ASSIGNMENT

     The Participant's rights under Options granted under the Plan are not
assignable or transferable by the Participant or subject to any other
alienation, sale, pledge or encumbrance by such Participant during the
Participant's lifetime and therefore the Options are exercisable during the
Participant's lifetime only by the Participant. The obligations of each
Participant shall be binding on his or her heirs, executors and
administrators.

12.  EMPLOYMENT AND BOARD POSITION NON-CONTRACTUAL

     The granting of an Option to a Participant under the Plan does not
confer upon the Participant any right to continue in the employment of the
Corporation or any subsidiary of the Corporation or on the Board of
Directors, as the case may be, nor does it interfere in any way with the
right of the Participant or the Corporation to terminate the Participant's
employment at any time or shareholders right to elect directors.


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13.  RIGHTS AS SHAREHOLDERS

     The Participant shall not have any rights as a shareholder with respect
to Option Shares until full payment has been made to the Corporation and a
share certificate or share certificates have been duly issued.

14.  NOTICES

     All written notices to be given by the Participant to the Corporation
may be delivered personally or by registered mail, postage prepaid, addressed
as follows:

     Certicom Corp.
     200 Matheson Blvd.
     Suite 103
     Mississauga, Ontario
     L5R 3L7
     Attention: Secretary

     Any notice given by the Participant pursuant to the terms of the Option
shall not be effective until actually received by the Corporation at the
above address. Any notice to be given to the Participant shall be
sufficiently given if delivered personally or by postage prepaid mail to the
last address of the Participant on the records of the Corporation and shall
be effective seven days after mailing.

15.  CORPORATE ACTION

     Nothing contained in the Plan or in the Option shall be construed so as
to prevent the Corporation or any subsidiary of the Corporation from taking
corporate action which is deemed by the Corporation or the subsidiary to be
appropriate or in its best interest, whether or not such action would have an
adverse effect on the Plan.

16.  AMENDMENTS

     The Board of Directors shall have the right, in its sole discretion, to
alter, amend or discontinue the Plan from time to time and at any time. No
such amendment or discontinuation, however, may, without the consent of the
Participant, alter or impair his rights or increase his obligations under the
Plan. Any amendment to the Plan will require the prior approval of the
Exchange and may require the approval of the Corporation's shareholders.

17.  TERMINATION OF PLAN

     Except as otherwise provided herein, options may be granted only within
the ten-year period from the date the Plan has been adopted by the Board of
Directors of the Corporation.

18.  GOVERNING LAW

     The Plan is established under the laws of the Province of Ontario and
the rights of all parties and the construction and effect of each provision
of the Plan shall be according to the laws of the Province of Ontario and the
laws of Canada applicable therein.


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19.  GOVERNMENT REGULATIONS

     The Corporation's obligation to issue and deliver Common Shares under
any Option is subject to:

     (a)  the satisfaction of all requirements under applicable securities law
          in respect thereof and obtaining all regulatory approvals as the
          Corporation shall determine to be necessary or advisable in
          connection with the authorization, issuance or sale thereof;

     (b)  the admission of such Common Shares to listing on any stock exchange
          on which Common Shares may then be listed; and

     (c)  the receipt from the Participant of such representations, agreements
          and undertakings as to future dealings in such Common Shares as the
          Corporation determines to be necessary or advisable in order to
          safeguard against the violation of the securities law of any
          jurisdiction.

     In this connection, the Corporation shall take all reasonable steps to
obtain such approvals and registrations as may be necessary for the issuance
of such Common Shares in compliance with applicable securities law and for
the listing of such Common Shares on any stock exchange on which such Common
Shares are then listed.

20.  APPROVALS

     (a)  The Plan shall be subject to acceptance by the Exchange and
          compliance with all conditions imposed by the Exchange. Any Options
          granted prior to such acceptance shall be conditional upon such
          acceptance being given and any conditions complied with and no such
          Options may be exercised unless such acceptance is given and such
          conditions are complied with.

     (b)  The Plan shall also be subject to the approval of the shareholders of
          the Corporation. Any Options granted prior to such approval shall be
          conditional upon such approval being given and no such Options may be
          exercised unless and until such approval is given.


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                     SCHEDULE "A" TO 1997 STOCK OPTION PLAN

                                   CERTIFICATE

                                Date of Grant: -

                               Certificate No.: -


This Certificate is issued to - (the "Participant") pursuant to the 1997
Stock Option Plan of Certicom Corp. (the "Plan").

This Certificate evidences an option to purchase - Common Shares of Certicom
Corp. for the Option Price of $- per Optioned Share. The Option evidenced
hereby expires on -. The rights, privileges and obligations of the
Participant under this Option are subject to the provisions of the Plan.

                                 CERTICOM CORP.



                                 By: _____________________________________
                                     Name:
                                     Title:


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