EXHIBIT 10.1(f)

                              STAKE TECHNOLOGY LTD.

                             2002 STOCK OPTION PLAN

The purpose of the Stake Technology Ltd. 2002 Stock Option Plan (the "Plan") is
to have Options available to grant to the employees, directors and consultants
of Stake Technology Ltd. (the "Company" or "Stake") and its subsidiaries. Such a
Plan is vital to ensure the long-term motivation and retention of employees,
directors and consultants. Stock option plans also develop the interest and
incentive of employees of the companies that Stake and its subsidiaries may
acquire by providing them with an opportunity to purchase Common Shares of the
Company, thereby advancing the interests of the Company and its shareholders.

Subject to shareholder approval, the 2002 Stock Option Plan was approved by the
Board of Directors (the "Board") of the Company, on March 26, 2002 at which time
1,500,000 common shares ("Common Shares"), without par value, were reserved for
the grant of Options under the Plan.

                                    THE PLAN

1.   Purpose of the Plan

     An Option granted under the Plan provides an employee, director or
     consultant of Stake with the opportunity to purchase Common Shares of the
     Company.

2.   Definitions

     In this Plan:

     "Date of Exercise" means the date upon which an Eligible Person returns a
     completed Option Exercise Form to the Company together with payment in full
     for the number of Optioned Shares such employee, director or consultant is
     purchasing pursuant to such form;

     "Eligible Company" means Stake Technology Ltd. or any of it's subsidiaries;

     "Eligible Person" means an employee, director or consultant of Stake or its
     subsidiaries at the time of the grant of an Option;

     "Option" means the right granted under this Plan to an Eligible Person to
     purchase a specified number of Common Shares of the Company pursuant to the
     provisions of the Plan;

     "Compensation Committee" means the committee chosen by the Board of the
     Company to administer the Plan;

     "Optionee" means an eligible employee, director or consultant of the
     Company who has been granted an Option pursuant to the Plan;

     "Option Period" means no more than a ten-year period from the date of grant
     of an option and ending March 26, 2012, unless otherwise provided by the
     Board of Directors of the Company and approved by its regulators. During
     this period an Optionee granted an Option may purchase Optioned Shares
     commencing on the date approved by Shareholders and ending March 26, 2012;

     "Option Price" means the price per share at which an Optionee may purchase
     Optioned Shares;

     "Optioned Shares" means those Common Shares in respect of which an Option
     is granted to an Optionee under this Plan;

     "Vested Options" means those Optioned Shares that are eligible for exercise
     by the Eligible Person.

3.   Eligibility

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     The eligibility to participate in the Plan is at the discretion of the
     Compensation Committee.

4.   Number of Shares an Optionee is entitled to Under the Plan

     The Compensation Committee shall determine the number of Optioned Shares in
     respect of which an Option is granted at the time of the grant of the
     Option. The number of shares reserved for the issuance to any one person
     pursuant to Options must not exceed 5% of the Company's outstanding Common
     Shares.

5.   Purchase Price for Optioned Shares

     The purchase price of Optioned Shares comprised in an Option granted under
     the Plan shall be equal to 100% of the fair market value of the Common
     Shares of the Company based on the closing price on the trading day
     immediately prior to the date of grant of the Option, on either the Toronto
     Stock Exchange or Nasdaq. If a difference occurs after applying the
     relevant exchange rate at the time between Canadian and US dollars, then
     the closing price on the Nasdaq will be used as determined by the staff
     member delegated this responsibility by the Compensation Committee. In
     accordance with the policies of the Toronto Stock Exchange, the Option
     price cannot be lower than the market price of the Company's Common Shares
     on the Toronto Stock Exchange on the trading day prior to the date of the
     grant of the Option.

6.   Exercise of Option

     Each Option granted under the Plan shall vest at such time or times as may
     be determined by the Board or the Compensation Committee and no rights
     under the Plan or any Option shall accrue to any Optionee in any Optioned
     Shares forming the subject matter of an Option prior to the vesting date of
     such Option.

     The Compensation Committee will decide the vesting date of the Options
     granted to the Optionee under the Plan at the time of grant pursuant to
     Article 12 hereof.

     The right of exercise shall be cumulative and any Optionee, if still an
     employee, director or consultant of an Eligible Company, may exercise the
     Option in respect of any Optioned Shares, which have vested at any time
     during the Option Period subject to the provisions of Articles 10 and 11
     hereof.

     In order to purchase Optioned Shares under the Plan, an Optionee shall
     complete and execute an Option Exercise Form in the form of Schedule 1
     attached hereto and deliver it to the Company together with a certified
     cheque or money order in US Dollars for the full purchase price of the
     Optioned Shares being acquired.

     Subject to the prior vesting of Optioned Shares and of restriction on
     purchase dates or as otherwise determined by the Compensation Committee, an
     Optionee can exercise all or any part of the Option at any time.

7.   Optionee Commitment

     An Optionee has no obligation to exercise any or all of the Optioned Shares
     at any time but, to the extent an Optionee exercises the Option, the full
     purchase price of the Optioned Shares purchased pursuant to such exercise
     must be paid in full as set out under "Exercise of Option" above.

8.   Share Certificates

     The Company will deliver a share certificate representing the Optioned
     Shares purchased pursuant to exercise of an Option as soon as reasonably
     possible after the exercise thereof.

9.   Transfer and Assignment; Securities Regulations

     No Option or any of the rights thereunder is assignable or transferable by
     an Optionee except by the laws of descent and distribution. Upon the
     exercise of an Option, the Optionee may sell or otherwise dispose of such
     shares in any manner that


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     the Optionee wishes in any jurisdiction in which the same are qualified for
     sale and subject to any regulatory authority having jurisdiction over such
     sale.

     Common Shares shall not be issued with respect to an Option granted under
     this Plan unless the exercise of such Option and the issuance and delivery
     of such shares pursuant thereto shall comply with all relevant provisions
     of law, including without limitation, the Securities Act of 1933, as
     amended.

10.  Termination for any Reason other than Death

     Upon the Optionee ceasing to be an employee or servant of Stake (except
     upon the death of the Optionee), the Option hereby granted shall forthwith
     cease and terminate and shall be of no further force or effect whatsoever
     as to such of the Optioned Shares which have not vested or in respect of
     which such Option has not been previously exercised on the date notice of
     dismissal or resignation is given; provided that where the Optionee is
     dismissed by Stake, the Optionee shall have 30 days from the date notice of
     dismissal is given in which to exercise the Option hereby granted in
     respect of the Vested Options available at the date of such notice of
     dismissal.

     If through the operation of Article 6 hereof, none of the Optioned Shares
     shall have vested in such Optionee, the provisions of Article 6 hereof
     shall prevail and such Optionee shall not be entitled to purchase any
     Optioned Shares notwithstanding the provisions of this Article.

     Transfer by the Optionee to a subsidiary of the Company or any other
     Company affiliated with it or from such subsidiary or affiliate to the
     Company shall be deemed not to be a termination of employment under this
     Article and all rights of the Optionee under such Option shall continue in
     full force and effect after such transfer.

11.  Termination by Reason of Death

     If any Optionee shall die at any time prior to the end of the Option Period
     and before such Optionee has purchased all of the Optioned Shares granted
     to him or her, the unexercised portion of an Option provided in Article 6
     hereof will immediately vest, and such Optionee's personal representatives
     may purchase all or any portion of the Optioned Shares of such deceased
     Optionee, as provided in this Plan, at any time during the shorter of the
     period of the Option Period or 180 days immediately next following the
     death of the Optionee, excluding the date of death if such day be a
     business day or, if such day shall not be a business day, on the business
     day next following.

12.  Administration of the Plan

     The Compensation Committee shall administer the Plan. The Compensation
     Committee has been delegated the authority by the Board of Directors of the
     Company to designate those employees, consultants and directors of current
     or future business interests who are to be granted an Option in the Plan,
     the number of Optioned Shares to be granted to each such Optionee and
     otherwise to administer and interpret the Plan and the Options granted
     thereunder. The Board of Directors may amend, modify or terminate the Plan
     or any Option granted thereunder in respect of any Optioned Shares which
     shall not have become vested in an Optionee pursuant to the provisions of
     the Plan at any time without notice, but no such amendment, modification or
     termination shall divest any rights under any Option which shall have
     become vested in any Optionee.

     Any determination of the Compensation Committee shall be final and
     conclusive, unless the Board of Directors overrules any such determination,
     in which case the decision of the Board shall be final, conclusive and
     binding. The members of the Compensation Committee at the date hereof are
     as follows: Robert Fetherstonhaugh, Joseph Riz and Camillo Lisio.

     The Compensation Committee may delegate the day-to-day administration of
     the Plan to an officer of the Company.

13.  Changes Affecting Optioned Shares

     In the case of any reorganization or recapitalization of the Company (by
     reclassification of its outstanding capital stock), or its consolidation or
     merger with or into another corporation, or the sale, conveyance, lease or
     other transfer by the Company of all or substantially all of its property,
     pursuant to any of which events the then outstanding shares of the
     Company's capital are consolidated or subdivided, or are changed into or
     become exchangeable for other shares or stock, the Optionee, upon exercise
     of his or her Option, shall be entitled to receive in lieu of the Optioned
     Shares which he or she


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     would otherwise have been entitled to receive upon such exercise and
     without any payment in addition to the Option Price therefor, the shares of
     stock which the Optionee would have received upon such reorganization,
     recapitalization, consolidation, subdivision, merger, sale or other
     transfer, if immediately prior thereto he or she had owned the Optioned
     Shares to which such exercise of the Option relates and had exchanged such
     Optioned Shares in accordance with the terms of such reorganization,
     recapitalization, consolidation, subdivision, merger, sale or other
     transfer.

     Notwithstanding the foregoing provisions of this Article 13, no adjustment
     provided for herein shall require the Company to deliver a fractional share
     under the Option.

14.  Employment

     The granting of an Option to any person under the Plan shall not confer any
     rights upon such Optionee other than those provided in the Plan and,
     without limiting the generality of the foregoing, shall not confer or be
     deemed to confer upon any such Optionee any right to continue as an
     employee, director or consultant of the Company, or any subsidiary or
     affiliate thereof.

15.  No Shareholder Right

     The granting of an Option pursuant to the Plan shall not confer any rights
     upon any Optionee as a shareholder of the Company, nor the right to receive
     notice of, attend nor vote at any meeting of shareholders of the Company
     until the exercise of an Option and such rights shall extend only to those
     number of Optioned Shares in respect of which the Option was exercised.

16.  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 governed by the laws of the Province of Ontario; except
     in respect to any sale of any of the Common Shares in respect of which an
     Option has been exercised which shall be governed by the laws of the
     jurisdiction in which an Optionee proposes to sell such shares.

17.  Incentive Stock Options Under US Internal Revenue Code

     Subject to Article 17 of the Plan, any Option granted under this Plan to an
     Optionee who is a citizen or resident of the United States (including its
     territories, possessions, and all areas subject to jurisdiction) and which,
     at the time of grant, is an officer, key employee or director of the
     Company (provided for purposes of this Article 17 only, an Optionee who is
     a director is then also an officer or key employee of the Company (a "US
     Optionee)) shall be an "incentive stock option" within the meaning of the
     Internal Revenue Code of 1986, as amended, of the United States, (the
     "Code").

     No provision of this Plan, as it may be applied to a US Optionee, shall be
     construed so as to be inconsistent with any provision of Section 422 of the
     Code.

     Notwithstanding anything in this Plan to the contrary, the following
     provisions shall apply to each US Optionee:

     a)    Any director of any of the subsidiaries that comprise the
           consolidated Company who is a US Optionee shall be ineligible to vote
           upon granting such an Option to themselves;

     b)    An Option granted under this Plan to a US Optionee shall be an
           incentive stock option with the meaning of Section 422 of the Code
           provided that the aggregate fair market value (determined as of the
           time the Option is granted) of the Common Shares with respect to
           which Options are exercisable for the first time by such US Optionees
           during any calendar year under this Plan and all other incentive
           stock option plans, within the meaning of Section 422 of the Code, of
           any the Company's subsidiaries does not exceed One Hundred Thousand
           Dollars in US funds (US $100,000);

     c)    To the extent that the aggregate fair market value (determined as of
           the time the Option is granted) of the Common Shares with respect to
           which incentive stock options (determined without reference to this
           subsections) are exercisable for the first time by a US Optionee
           during any calendar year under this Plan and all other incentive
           stock option plans, within the meaning of Section 422 of the Code,
           any of the Company's subsidiaries


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           exceeds One Hundred Thousand Dollars in US funds (US $100,000), such
           Options will be treated as nonqualified stock options (i.e.: options
           which fail to qualify as incentive stock options within the meaning
           of Section 422 of the Code) in accordance with Section 422(d) of the
           Code;

     d)    The purchase price of the Common Shares under each Option granted to
           a US Optionee pursuant to this Plan shall not be less than the fair
           market value of such Common Shares at the time the Option is granted;

     e)    If any US Optionee to whom an incentive stock option is to be granted
           under this Plan is at the time of the grant of such incentive stock
           option the owner of shares possessing more than ten percent (10%) of
           the total combined voting power of all classes of the shares of the
           Company, then the following special provisions shall be applicable to
           the Option granted to that individual:

                i)    the purchase price of the Common Shares of the Company
                      subject to such incentive stock option shall not be less
                      than one hundred and ten percent (110%) of the market
                      price of one common share of the Company at the time of
                      the grant; and

                ii)   for the purposes of this Article 17 (e), the exercise
                      period shall not exceed five (5) years from the date of
                      the grant;

     f)    No incentive stock options may be granted hereunder to a US Optionee
           following the expiry of ten (10) years after the date on which this
           Plan is adopted by the Board of Directors and no Option may be
           exercisable by the US Optionee following the expiry of the ten (10)
           years after the date on which this Plan is adopted by the Board of
           Directors. These provisions agree to the provisions of the Plan as
           stated under Article 2 - Definitions - Option Period;

     g)    The Board may, in its discretion, grant under this Plan to US
           Optionees, Options that are non-qualified stock options.


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18.  Termination of the Plan

     The Plan will terminate on March 26, 2012 unless otherwise determined by
     the Compensation Committee or unless all of the Options granted under the
     Plan are exercised, in which case the Plan will terminate on the date all
     of the Options granted under the Plan have been exercised.

IN WITNESS WHEREOF, subject to shareholder approval, and a pre-clearance
statement pursuant to Section 601 of the Toronto Stock Exchange Company Manual,
the Company has executed this Plan as of March 26, 2002.

STAKE TECHNOLOGY LTD.







J. N. Kendall, Chairman and CEO                            Cyril Ing, Secretary


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                                   SCHEDULE 1

                          TO THE STAKE TECHNOLOGY LTD.

                             2002 STOCK OPTION PLAN


To:      Stake Technology Ltd.

And to:  American Stock Transfer and Trust Company


                              OPTION EXERCISE FORM

The undersigned hereby subscribes for _____________ Common Shares of Stake
Technology Ltd. (the "Company") that the undersigned is entitled to pursuant to
the provisions of the Stake Technology Ltd. 2002 STOCK OPTION PLAN.

I attach my cheque payable to the Company in the sum of $______________________,
representing the purchase price of the said Shares.

Dated at ______________________, this ______ day of __________________, 20___.


Name:_________________________________      SIN:________________________________

Address:______________________________      or

        ______________________________      S.S.:_______________________________

        ______________________________



                                            Signature:
                                                     ___________________________


Please call Michele Albrecht at (905) 455-2528 x 110 if you wish to exercise any
of your options.


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