PREDATOR VENTURES LTD.

                                STOCK OPTION PLAN

                                  JULY 12, 1999



Approved  by  the  Vancouver  Stock  Exchange
on  ,  1999.

Approved  by  the  Board  of
Directors  on  July  12,  1999.

Approved  by  the
Shareholders  on  June  21,  1999

<PAGE>
                                TABLE OF CONTENTS
                                -----------------

ARTICLE  1  DEFINITIONS  AND  INTERPRETATION                1
1.1     Definitions                                         1
1.2     Choice  of  Law                                     2
1.3     Headings                                            2
ARTICLE  2  PURPOSE  AND  PARTICIPATION                     2
2.1     Purpose                                             2
2.2     Participation                                       3
2.3     Notification  of  Award                             3
2.4     Copy  of  Plan                                      3
2.5     Limitation                                          3
ARTICLE  3  TERMS  AND  CONDITIONS  OF  OPTIONS             3
3.1     Board  to  Issue  Shares                            3
3.2     Number  of  Shares                                  3
3.3     Term  of  Option                                    4
3.4     Termination  of  Option                             4
3.5     Exercise  Price                                     5
3.6     Additional  Terms                                   6
3.7     Assignment  of  Options                             6
3.8     Adjustments                                         7
3.9     Public  Announcement                                7

<PAGE>
ARTICLE  4  EXERCISE  OF  OPTION                            7
4.1     Exercise  of  Option                                7
4.2     Issue  of  Share  Certificates                      7
4.3     Condition  of  Issue                                7
ARTICLE  5  ADMINISTRATION                                  8
5.1     Administration                                      8
5.2     Interpretation                                      8
ARTICLE  6  AMENDMENT  AND  TERMINATION                     8
6.1     Prospective  Amendment                              8
6.2     Retrospective  Amendment                            8
6.3     Approvals                                           9
6.4     Termination                                         9
6.5     Agreement                                           9


<PAGE>
                                STOCK OPTION PLAN
                                -----------------
                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1     Definitions

As  used  herein,  unless  there  is  something in the subject matter or context
inconsistent  therewith,  the  following terms shall have the meanings set forth
below:

(a)     "Administrator"  initially  means,  the  President  of  the  Company and
thereafter  shall  mean such director or other senior officer or employee of the
Company  as  may  be designated as Administrator by the Board from time to time.

(b)     "Award  Date"  means  the  date  on  which the board awards a particular
Option.

(c)     "Board"  means  the  board  of  directors  of  the  Company.

(d)     "Company"  means  Predator  Ventures  Ltd.

(e)     "Director"  means  any  individual holding the office of director of the
Company.

(f)     "Employee"  means any individual regularly employed on a full-time basis
by  the  Company  or any of its subsidiaries and such other individuals, such as
consultants  (as  that  term  is defined under B.O.R. #96/15 granted by the B.C.
Securities  Commission)  of  the  Company  and employees of management companies
providing  services  (other than investor relations) to the Company as may, from
time  to  time,  be  permitted  by  the  rules  and  policies  of the applicable
Regula-tory  Authorities  to be granted options as employees or as an equivalent
thereto.

(g)     "Exercise Notice" means the notice respecting the exercise of an Option,
in  the form set out as Schedule "B" hereto, duly executed by the Option Holder.

(h)     "Exercise  Period" means the period during which a particular Option may
be  exercised and is the period from and including the Award Date through to and
including  the  Expiry  Date.

(i)     "Exercise  Price" means the price at which an Option may be exercised as
determined  in  accordance  with  paragraph  3.5.

(j)     "Expiry Date" means the date determined in accordance with paragraph 3.3
and  after  which  a  particular  Option  cannot  be  exercised.

(k)     "Market  Value"  means  the  market  value  of  the  Company's Shares as
deter-mined  in  accordance  with  paragraph  3.5.

<PAGE>

(l)     "Option"  means  an  option  to acquire Shares, awarded to a Director or
Employee  pursuant  to  the  Plan.

(m)     "Option  Certificate"  means  the  certificate,  in  the form set out as
Schedule  "A"  hereto,  evidencing  an  Option.

(n)     "Option  Holder"  means  a  Director  or Employee, or former Director or
Employee,  who  holds an unexercised and unexpired Option or, where appli-cable,
the  Personal  Representative  of  such  person.

(o)     "Plan"  means  this  stock  option  plan.

(p)     "Personal  Representative"  means:

(i)     in  the  case of a deceased Option Holder, the executor or administrator
of  the  deceased  duly  appointed  by  a  court  or  public  authority  having
jurisdiction  to  do  so;  and

(ii)     in  the case of an Option Holder who for any reason is unable to manage
his  or  her affairs, the person entitled by law to act on behalf of such Option
Holder.

(q)     "Regulatory  Authorities"  means all stock exchanges and other organized
trading  facilities  on which the Company's Shares are listed and all securities
commis-sions  or  similar  securities regulatory bodies having jurisdiction over
the  Company.

(r)     "Share" or "Shares" means, as the case may be, one or more common shares
without  par  value  in  the  capital  stock  of  the  Company.

1.2     Choice  of  Law

The  Plan  is established under, and the provisions of the Plan shall be subject
to  and  inter-preted and construed in accordance with, the laws of the Province
of  British  Columbia.

1.3     Headings
The  headings  used  herein  are  for convenience only and are not to affect the
interpretation  of  the  Plan.

                                    ARTICLE 2
                            PURPOSE AND PARTICIPATION

2.1     Purpose

The purpose of the Plan is to provide the Company with a share-related mechanism
to  attract,  retain  and  motivate qualified Directors and Employees, to reward
such  of  those Directors and Employees as may be awarded Options under the Plan
by  the  Board  from  time  to time for their contributions toward the long term

<PAGE>

goals of the Company and to enable and encourage such Directors and Employees to
acquire  Shares  as  long  term  investments.

2.2     Participation

The  Board  shall, from time to time and in its sole discretion, determine those
Directors  and  Employees, if any, to whom Options are to be awarded.  The Board
may,  in  its  sole discretion, grant the majority of the Options to insiders of
the  Company.  The aggregate number of Options granted to any consultants of the
Company will not exceed 2% of the Company's issued and outstanding share capital
as  of  the Award Date.  However, in no case will an Option Holder be granted an
Option  where the number of Shares that may be purchased pursuant to that Option
exceed,  when  added  to the number of Shares available for purchase pursuant to
Options previously granted to the Option Holder which remain exercis-able, 5% of
the  Company's  issued and outstanding share capital as of the Award Date of the
Option  being  granted.

2.3     Notification  of  Award

Following  the  approval  by  the  Board  of  the  awarding  of  an  Option, the
Administrator  shall  notify the Option Holder in writing of the award and shall
enclose  with  such  notice  the  Option  Certificate representing the Option so
awarded.

2.4     Copy  of  Plan

Each  Option  Holder,  concurrently  with the notice of the award of the Option,
shall  be provided with a copy of the Plan.  A copy of any amendment to the Plan
shall  be  promptly  provided  by  the  Administrator  to  each  Option  Holder.

2.5     Limitation

The  Plan  does not give any Option Holder that is a Director the right to serve
or  continue  to  serve as a Director of the Company nor does it give any Option
Holder  that is an Employee the right to be or to continue to be employed by the
Company.

                                    ARTICLE 3
                         TERMS AND CONDITIONS OF OPTIONS

3.1     Board  to  Issue  Shares

The  Shares to be issued to Option Holders upon the exercise of Options shall be
authorized  and unissued Shares the issuance of which shall have been authorized
by  the  Board.

3.2     Number  of  Shares

Subject  to adjustment as provided for in paragraph 3.8 of this Plan, the number
of  Shares  which  will  be  available  for purchase pursuant to Options granted
pursuant  to  this  Plan  will  not  exceed  3,100,000.  This  shall include the
existing  Options  for  450,000  Shares  (see Schedule "C") granted prior to the
implementation  of  this  Plan  which,  by  the implementation of this Plan, are

<PAGE>

deemed  to  have  been  re-granted  under  this  Plan.  If any Option expires or
otherwise  terminates  for any reason without having been exercised in full, the
number  of  Shares in respect of which Option expired or termi-nated shall again
be  available  for  the  purposes  of  the  Plan.

3.3     Term  of  Option

Subject  to  paragraph  3.4,  the  Expiry Date of an Option shall be the date so
fixed  by  the Board at the time the particular Option is awarded, provided that
such date shall be no later than the tenth anniversary of the Award Date of such
Option  (except with respect to Options issued to a consultant of the Company in
which  case  such date shall be no later than the fifth anniversary of the Award
Date  of  such  Option).

3.4     Termination  of  Option

Subject  to  such  other  terms  or  conditions  that may be attached to Options
granted  hereunder,  an Option Holder may exercise an Option in whole or in part
at any time or from time to time during the Exercise Period.  Any Option or part
thereof  not  exercised  within  the  Exercise Period shall terminate and become
null,  void  and  of  no effect as of 5:00 p.m. local time in Vancouver, British
Columbia  on the Expiry Date.  The Expiry Date of an Option shall be the earlier
of the date so fixed by the Board at the time the Option is awarded and the date
esta-blished,  if  appli-cable,  in  sub-paragraphs  (a)  to  (c)  below:

(a)     Death
        -----

     In  the  event that the Option Holder should die while he or she is still a
Director  (if  he or she holds his or her Option as Director) or Employee (if he
or  she holds his or her Option as Employee), the Expiry Date shall be the first
anniversary  of  the  Option  Holder's  date  of  death;  or

(b)     Ceasing  to  hold  Office
        -------------------------

     In  the event that the Option Holder holds his or her Option as Director of
the  Company and such Option Holder ceases to be a Director of the Company other
than  by  reason  of  death,  the  Expiry  Date  of  the Option shall be, unless
otherwise  provided  for  in  the Option Certificate, the 30th day following the
date  the Option Holder ceases to be a Director of the Company unless the Option
Holder  ceases  to  be  a  Director  of  the  Company  as  a  result  of:

(i)     ceasing  to meet the qualifications set forth in Wyoming Statute Section
17-16-802;  or

(ii)     a  resolution having been passed by the members of the company pursuant
to  Wyoming  Statutes  section  17-16-808;  or

(iii)     an  order  having  been  given  pursuant to Wyoming Statute 17-16-809;

(iv)     an  order  made  by  any Regulatory Authority having jurisdiction to so
order;

<PAGE>

     in which case the Expiry Date shall be the date the Option Holder ceases to
be  a  Director  of  the  Company.

(c)     Ceasing  to  be  Employed
        -------------------------

     In  the event that the Option Holder holds his or her Option as an Employee
of  the  Company  and such Option Holder ceases to be an Employee of the Company
other  than  by reason of death, the Expiry Date of the Option shall be the 30th
day  following  the  date  of  the Option Holder ceases to be an Employee of the
issuer  unless  the  Option  Holder ceases to be an Employee of the Company as a
result  of:

(i)     termination  for  cause;  or

(ii)     an  order  made  by  any Regulatory Authority having jurisdiction to so
order;

     in which case the Expiry Date shall be the date the Option Holder ceases to
be  an  Employee  of  the  Company.

Notwithstanding  anything  else  contained  herein, in no case will an Option be
exercisable  later  than  the tenth anniversary of the Award Date of the Option.

3.5     Exercise  Price

The  price (the "Exercise Price") at which an Option Holder may purchase a Share
upon  the exercise of an Option shall be as set forth in the Option Certifi-cate
issued  in  respect  of  such Option and in any event shall not be less than the
market  price for the shares of the Company for the ten trading days immediately
preceding  the  day  on  which the Vancouver Stock Exchange ("VSE") receives the
required  notice  that  the  directors granted the Options.  The trading average
will  not  include  a  closing  price  that  occurs earlier than the trading day
following  the  day  on  which  a  material  change was announced.  If no trades
occurred  within  the ten trading days, the Exercise Price will not be less than
the  last  closing  price  and  will  be  at  least  $0.15  per  share.

The  Exercise  Price  will  be  calculated  according  to  the following further
conditions  (unless  the  policies  of  the  VSE  outlining these conditions are
amended  by  the  VSE  in  which  case the conditions, as amended, will govern):

(a)     subject  to  a  minimum  price  of $0.15, if a stock option price is set
before  ten  trading  days  have  elapsed since the day of the announcement of a
material  change  in  the  Company's affairs, then the average closing price per
share  will  be  calculated  based  on  the  closing  prices  during  the period
commencing  on  the  trading  day after the day on which the material change was
announced, and ending on the day preceding the day on which the directors of the
Company  grant  and  notify  the VSE of the Options.  At least five trading days
will  be  required  to  establish  the  price  after  such a material change has
occurred.  The  average  closing  price  calculated  for  the  specific  period
described  above  will  be  used  in  place  of the ten day average market price
described  above;  and

<PAGE>

(b)     if  the  Options  are  granted  within  six  months  following  a public
distribution by the Company, then the Exercise Price of such Options will be the
greater  of  the  price  as calculated above and the per share price paid by the
public  investors  for  shares  acquired  pursuant to the distribution.  The six
month  period  will  commence:

(i)     on  the  offering  day  in  cases  of  fixed  price  offerings;

(ii)     on  the  effective date of the Exchange Offering Prospectus in cases of
underwritings  and  non-fixed  open  market  distributions;  and

(iii)     on  the  date  of  listing  in  the  case  of an initial distribution.
Notwithstanding  anything  else  contained  herein, in no case will the Exercise
Price  be  less  than  the  minimum  prescribed by each of the organized trading
facilities  on  which  the  Shares  trade  as  would  apply to the Award Date in
question.

3.6     Additional  Terms

Subject  to  all  applicable  securities  laws and regulations and the rules and
policies  of all applicable Regulatory Authorities, each Option shall be subject
to  a  vesting  schedule as is determined by the Board on the Award Date and the
Board may attach other terms and conditions to the grant of a particular Option.
Such  terms  and  conditions  will  be referred to in a schedule attached to the
Option  Certificate.  These  terms  and  conditions  may  include,  but  are not
necessarily  limited  to,  the  following:

(a)     providing  that  an  Option expires on a date other than as provided for
herein;

(b)     providing  that  a portion or portions of an Option expire after certain
periods  of  time  or  upon  the  occurrence  of  certain  events;  and

(c)     providing  that  an  Option  be  exercisable  immediately,  in  full,
notwithstanding  that  it has vesting provisions, upon the occurrence of certain
events,  such  as  a  friendly  or  hostile  takeover  bid  for  the  Company.

3.7     Assignment  of  Options

Options  may  not be assigned or transferred, provided however that the Personal
Represen-tative  of  an  Option Holder may, to the extent permitted by paragraph
4.1,  exercise  the  Option  within  the  Exercise  Period.

3.8     Adjustments

If  prior  to  the  complete exercise of any Option the Shares are consolidated,
subdivided,  converted,  exchanged or reclassified or in any way substituted for
(collectively,  the  "Event"),  an  Option,  to  the extent that it has not been
exercised,  shall  be adjusted by the Board in accordance with such Event in the
manner  the  Board deems appropriate.  No fractional shares shall be issued upon
the  exercise  of  the  Options and accordingly, if as a result of the Event, an

<PAGE>

Option  Holder  would become entitled to a frac-tional share, such Option Holder
shall have the right to purchase only the next lowest whole number of shares and
no  payment  or  other  adjustment  will  be made with respect to the fractional
interest  so  disregarded.

3.9     Public  Announcement

The  Company,  if required by Securities Regulatory Authorities or the Vancouver
Stock  Exchange,  will  publicly  announce,  by way of news release, the Options
granted  on  that  Award  Date.

                                    ARTICLE 4
                               EXERCISE OF OPTION

4.1     Exercise  of  Option

An  Option  may  be  exercised  only  by  the  Option  Holder  or  the  Personal
Representative  of  any  Option  Holder.  An  Option  Holder  or  the  Personal
Representative  of  any Option Holder may exercise an Option in whole or in part
at  any  time  or  from  time to time during the Exercise Period up to 5:00 p.m.
local  time  in  Vancouver, British Columbia on the Expiry Date by delivering to
the  Administrator  an  Exercise Notice, the applicable Option Certificate and a
certified  cheque or bank draft payable to "Predator Ventures Ltd." in an amount
equal  to the aggregate Exercise Price of the Shares to be purchased pursuant to
the  exercise  of  the  Option.

4.2     Issue  of  Share  Certificates

As  soon  as  practicable  following  the  receipt  of  the Exercise Notice, the
Administrator shall cause to be delivered to the Option Holder a certificate for
the  Shares so purchased.  If the number of Shares so purchased is less than the
number  of  Shares  subject  to  the  Option  Certificate  surrendered,  the
Administrator  shall  forward  a  new  Option  Certificate  to the Option Holder
concurrently  with  delivery  of the Share Certificate for the balance of Shares
available  under  the  Option.

4.3     Condition  of  Issue

The  Options  and the issue of Shares by the Company pursuant to the exercise of
Options are subject to the terms and conditions of this Plan and compliance with
the  rules and policies of all applicable Regulatory Authorities to the granting
of  such Options and to the issuance and distribution of such Shares, and to all
applicable  securities laws and regulations.  The Option Holder agrees to comply
with all such laws, regulations, rules and policies and agrees to furnish to the
Company any information, reports or undertakings required to comply with, and to
fully  cooperate  with,  the  Company  in complying with such laws, regulations,
rules  and  policies.

                                    ARTICLE 5
                                 ADMINISTRATION

5.1     Administration

The  Plan  shall be administered by the Administrator on the instructions of the
Board.  The  Board  may make, amend and repeal at any time and from time to time
such  regulations  not  inconsistent  with  the Plan as it may deem necessary or
advisable  for  the  proper  administration  and  operation of the Plan and such
regula-tions  shall  form  part  of  the  Plan.  The  Board  may delegate to the
Administrator  or  any  Director,  officer  or  employee  of  the  Company  such
administrative  duties  and  powers  as  it  may  see  fit.

5.2     Interpretation

The  interpretation  by  the  Board of any of the provisions of the Plan and any
determination by it pursuant thereto shall be final and conclusive and shall not
be  subject  to any dispute by any Option Holder.  No member of the Board or any
person  acting  pursuant  to authority delegated by it hereunder shall be liable
for  any  action  or  determination in connection with the Plan made or taken in
good  faith  and each member of the Board and each such person shall be entitled
to  indemnification  with  respect  to  any  such action or determination in the
manner  provided  for  by  the  Company.

                                    ARTICLE 6
                            AMENDMENT AND TERMINATION

6.1     Prospective  Amendment

The  Board  may from time to time amend the Plan and the terms and conditions of
any  Option thereafter to be granted and, without limiting the generality of the
foregoing, may make such amendment for the purpose of meeting any changes in any
relevant  law,  rule  or  regulation  applicable  to the Plan, any Option or the
Shares,  or  for  any other purpose which may be permitted by all relevant laws,
regulations,  rules  and  policies provided always that any such amendment shall
not  alter  the  terms  or  conditions  of any Option or impair any right of any
Option  Holder  pursuant  to  any  Option  awarded  prior  to  such  amendment.

6.2     Retrospective  Amendment

The  Board  may  from  time to time retrospectively amend the Plan and, with the
consent  of  the  affected  Option Holders, retrospec-tively amend the terms and
conditions  of  any  Options  which  have  been  previously  granted.

6.3     Approvals

This  Plan  and  any amendments hereto are subject to all necessary approvals of
the  applicable  Regulatory  Authorities.

<PAGE>

6.4     Termination

The  Board  may  terminate  the  Plan at any time provided that such termination
shall not alter the terms or conditions of any Option or impair any right of any
Option  Holder  pursuant  to  any  Option  awarded  prior  to  the  date of such
termination  which  shall continue to be governed by the provisions of the Plan.
If  not terminated by the Board, the Plan will terminate when all of the Options
have  been  granted.

6.5     Agreement

THE  COMPANY AND EVERY OPTION AWARDED HEREUNDER SHALL BE BOUND BY AND SUBJECT TO
THE  TERMS  AND  CONDITIONS  OF  THIS  PLAN.  BY  ACCEPTING  AN  OPTION  GRANTED
HEREUNDER,  THE  OPTION HOLDER HAS EXPRESSLY AGREED WITH THE COMPANY TO BE BOUND
BY  THE  TERMS  AND  CONDITIONS  OF  THIS  PLAN.

<PAGE>
                                  SCHEDULE "A"
                             PREDATOR VENTURES LTD.
                                STOCK OPTION PLAN
                                -----------------
                               OPTION CERTIFICATE
                               ------------------

This  Certificate  is issued pursuant to the provisions of the Predator Ventures
Ltd.  ("Predator")  Stock  Option  Plan  (the  "Plan")  and  evidences  that
                 is the holder (the "Option Holder") of an option (the "Option")
to  purchase  up  to                 common shares (the "Shares") in the capital
stock  of  Predator at a purchase price of Cdn. $         per Share.  Subject to
the  provisions  of  the  Plan:

(a)     the  Award  Date  of  this  Option  is               ,  19  ----_;  and

(b)     the  Expiry  Date  of  this  Option  is               ,  19   .

This  Option  may  be  exercised  at  any  time  and  from time to time from and
including  the  Award  Date  through  to  and including up to 5:00 local time in
Vancouver,  British Columbia on the Expiry Date by delivery to the Administrator
of  the Plan an Exercise Notice, in the form provided in the Plan, together with
this  Certificate  and  a  certi-fied  cheque or bank draft payable to "Predator
Ventures  Ltd." in an amount equal to the aggregate of the Exercise Price of the
Shares  in  respect  of  which  this  Option  is  being  exercised.

This Certificate and the Option evidenced hereby is not assignable, transferable
or  negotiable  and is subject to the detailed terms and conditions contained in
the  Plan,  the terms and conditions of which the Option Holder hereby expressly
agrees with Predator to be bound by.  This Certificate is issued for convenience
only and in the case of any dispute with regard to any matter in respect hereof,
the  provisions  of  the  Plan  and  the  records  of  Predator  shall  prevail.

This  Option  is  also  subject  to  the  terms  and conditions contained in the
schedules,  if  any,  attached  hereto.

The  foregoing  Option  has  been awarded this       day of             , 199  .

PREDATOR  VENTURES  LTD.
Per:

     Administrator,  Predator  Ventures  Ltd.,
     Stock  Option  Plan

<PAGE>
                          OPTION CERTIFICATE - SCHEDULE
                          -----------------------------

The  additional  terms and conditions attached to the Option represented by this
Option  Certificate  are  as  follows:

1.
2.
3.
4.
5.

PREDATOR  VENTURES  LTD.
Per:

     Administrator,  Predator  Ventures  Ltd.,
     Stock  Option  Plan

<PAGE>
                                  SCHEDULE "B"
                             PREDATOR VENTURES LTD.
                                STOCK OPTION PLAN
                                -----------------
                          NOTICE OF EXERCISE OF OPTION
                          ----------------------------

TO:     The  Administrator,  Stock  Option  Plan
        Predator  Ventures  Ltd.
        Suite  200,  885  West  Georgia  Street
        Vancouver,  British  Columbia,  V6C  3E8

The  undersigned  hereby  irrevocably  gives  notice,  pursuant  to the Predator
Ventures  Ltd.  ("Predator")  Stock Option Plan (the "Plan"), of the exercise of
the  Option  to acquire and hereby subscribes for (CROSS OUT INAPPLICABLE ITEM):

(a)     all  of  the  Shares;  or

(b)                      of  the  Shares;
which  are  the  subject  of  the  Option  Certificate  attached  hereto.

The  undersigned  tenders herewith a certified cheque or bank draft (CIRCLE ONE)
payable to "Predator Ventures Ltd." in an amount equal to the aggregate Exercise
Price  of  the  aforesaid  shares  and directs Predator to issue the certificate
evidencing  said  shares  in  the  name  of  the undersigned to be mailed to the
undersigned  at  the  following  address:





DATED  the         day  of                   ,        .


                                   SIGNATURE  OF  OPTION  HOLDER

<PAGE>
                                  SCHEDULE  "C"
                             PREDATOR VENTURES LTD.
                                STOCK OPTION PLAN
                                -----------------
                           LIST OF OUTSTANDING OPTIONS
                           ---------------------------

<TABLE>
<CAPTION>



NAME OF OPTIONEE        NO. OF SHARES  EXERCISE PRICE    DATE OF GRANT      EXPIRY DATE
----------------------  -------------  ---------------  ----------------  ----------------
<S>                     <C>            <C>              <C>               <C>

Sedun, Gregg J.. . . .        195,000  $          0.15       16 May 1997       16 May 2002
                        -------------  ---------------  ----------------  ----------------
De Witt, David E.. . .        195,000  $          0.15       16 May 1997       16 May 2002
                        -------------  ---------------  ----------------  ----------------
Vanderzwart, Judith H.         10,000  $          0.15       16 May 1997       16 May 2002
                        -------------  ---------------  ----------------  ----------------
Mathews, Alan F. . . .         50,000  $          0.41  04 February 1998  04 February 2003
                        -------------  ---------------  ----------------  ----------------
TOTAL. . . . . . . . .        450,000
----------------------  -------------
</TABLE>