EXHIBIT 4.1

                                ISI VENTURES INC.

                                STOCK OPTION PLAN

1.                PURPOSE

                  The  purpose  of the Stock  Option  Plan (the  "Plan")  of ISI
Ventures Inc., a body corporate incorporated under the Business Corporations Act
(Alberta) (the "Corporation"), is to advance the interests of the Corporation or
any of its  subsidiaries or affiliates by encouraging  the directors,  officers,
employees and  consultants  of the  Corporation  or any of its  subsidiaries  or
affiliates  to  acquire  shares in the  Corporation,  thereby  increasing  their
proprietary  interest in the Corporation,  encouraging them to remain associated
with the  Corporation  or any of its  subsidiaries  or affiliates and furnishing
them with additional  incentive in their efforts on behalf of the Corporation or
any of its subsidiaries or affiliates in the conduct of their affairs.

2.                ADMINISTRATION AND GRANTING OF OPTIONS

                  The Plan shall be  administered  by the Board of  Directors of
the Corporation,  or if appointed, by a special committee of directors appointed
from time to time by the Board of Directors of the Corporation  (such committee,
or if no such committee is appointed,  the Board of Directors of the Corporation
is hereinafter  referred to as the  "Committee")  pursuant to rules of procedure
fixed by the Board of Directors.

                  The  Committee  may  from  time to time  designate  directors,
officers,   employees  and   consultants  of  the  Corporation  or  any  of  its
subsidiaries  or  affiliates  (the  "Participants")  to whom options to purchase
common shares of the  Corporation may be granted and the number of common shares
to be optioned to each,  provided  that the total number of common  shares to be
optioned shall not exceed the number provided in clauses 3 and 4 hereof.

3.                SHARES SUBJECT TO PLAN

                  Subject to  adjustment  as provided in Section 15 hereof,  the
shares to be offered under the Plan shall consist of shares of the Corporation's
authorized  but unissued  common  shares.  The aggregate  number of shares to be
delivered  upon  the  exercise  of all  options  granted  under  the  Plan  (the
"Options")  shall not exceed the maximum  number of shares  permitted  under the
rules of any stock  exchange on which the common shares are then listed or other
regulatory  body having  jurisdiction.  If any Option  granted  hereunder  shall
expire or terminate for any reason  without  having been  exercised in full, the
unpurchased  shares subject  thereto shall again be available for the purpose of
this Plan.

                                       59


<PAGE>



4.                NUMBER OF OPTIONED SHARES

                  The  number of shares  subject  to an Option to a  Participant
shall be determined by the Committee,  but no Participant,  upon the Corporation
becoming listed on any stock exchange,  shall be granted an Option which exceeds
the maximum number of shares permitted by any stock exchange on which the common
shares are then listed or other regulatory body having jurisdiction.

5.                VESTING

                  The Committee may, in its sole discretion,  determine the time
during which  Options  shall vest and the method of vesting,  or that no vesting
restriction shall exist.

6.                MAINTENANCE OF SUFFICIENT CAPITAL

                  The Corporation shall at all times during the term of the Plan
reserve  and keep  available  such  numbers of shares as will be  sufficient  to
satisfy the requirements of the Plan.

7.                PARTICIPATION

                  The  Committee  shall  determine  to  whom  Options  shall  be
granted, the terms and provisions of the respective Option agreements,  the time
or times at which such Options shall be granted,  and the number of shares to be
subject to each Option.  An individual who has been granted an Option may, if he
is  otherwise  eligible,  and if  permitted  by any stock  exchange on which the
common shares are then listed or other regulatory body having  jurisdiction,  be
granted an additional Option or Options if the Committee shall so determine.

8.                EXERCISE PRICE

                  The exercise  price of the shares covered by each Option shall
be determined by the  Committee.  The exercise  price shall be not less than the
price permitted by any stock exchange on which the common shares are then listed
or other regulatory body having jurisdiction.

9.                DURATION OF OPTION

                  Each Option and all rights  thereunder  shall be  expressed to
expire on the date set out in the  Option  agreements  and shall be  subject  to
earlier termination as provided in paragraphs 11 and 12.

10.               OPTION PERIOD, CONSIDERATION AND PAYMENT

         (a) The Option period shall be a period of time fixed by the Committee,
not to exceed the maximum  period  permitted by any stock  exchange on which the
common shares are then listed

                                       60


<PAGE>



or other  regulatory body having  jurisdiction,  provided that the Option period
shall be reduced  with  respect to any Option as  provided in Sections 11 and 12
covering  cessation  as a  director,  officer,  employee  or  consultant  of the
Corporation  or  any  of  its   subsidiaries  or  affiliates  or  death  of  the
Participant.

         (b) Except as set forth in Sections  10(c), 11 and 12, no Option may be
exercised  unless the  Participant  is at the time of such  exercise a director,
officer, employee or consultant of the Corporation or any of its subsidiaries or
affiliates.

         (c)  Notwithstanding  any other  provision to the  contrary,  an Option
granted to a consultant in connection with specific  services  provided or to be
provided by that consultant shall be exercised only after the date of completion
of such service and prior to 30 days  following  the date of  completion of such
service.

         (d) The exercise of any Option will be  contingent  upon receipt by the
Corporation at its head office of a written  notice of exercise,  specifying the
number  of  shares  with  respect  to  which  the  Option  is  being  exercised,
accompanied  by cash  payment,  certified  cheque  or bank  draft  for the  full
purchase price of such shares with respect to which the Option is exercised.  No
Participant or his legal  representatives,  legatees or distributees will be, or
will be deemed to be, a holder of any  shares  subject  to an Option  under this
Plan,  unless  and until the  certificates  for such  shares  are issued to such
persons under the terms of the Plan.

11.               CEASING TO BE A DIRECTOR, OFFICER, EMPLOYEE OR CONSULTANT

                  If a  Participant  shall  cease  to  be a  director,  officer,
employee  or  consultant  of the  Corporation  or any  of  its  subsidiaries  or
affiliates  for any  reason  other  than  death of the  Participant,  the Option
granted to the Participant may be exercised by the  Participant,  only within 90
days next  succeeding  the  Participant's  ceasing  to be a  director,  officer,
employee or  consultant,  to the extent  that the  Participant  was  entitled to
exercise it at the date of such cessation.

                  Nothing  contained  in the  Plan  nor in  any  Option  granted
pursuant to the Plan shall confer upon any Participant any right with respect to
continuance as a director, officer, employee or consultant of the Corporation or
any of its subsidiaries or affiliates.

12.               DEATH OF PARTICIPANT

                  In the event of death of a Participant,  the Option previously
granted  to him  shall  be  exercisable  only  within  the  twelve  months  next
succeeding such death and then only:

         (a)     by the person or persons to whom the Participant's rights under
                 the Option shall pass by the Participant's  will or the laws of
                 descent and distribution; and


                                       61


<PAGE>



         (b)     if and to  the  extent  that  the  Participant  was entitled to
                 exercise the Option at the date of the Participant's death.

13.               RIGHTS OF OPTIONEE

                  No person  entitled to exercise  and Option  shall have any of
the rights or privileges of a shareholder  of the  Corporation in respect of any
shares  issuable  upon exercise of such Option until  certificates  representing
such shares shall have been issued and delivered.

14.               PROCEEDS FROM THE SALE OF SHARES

                  The proceeds  from the sale of shares issued upon the exercise
of Options  shall be added to the  general  funds of the  Corporation  and shall
thereafter  be used  from  time to  time  for  such  corporate  purposes  as the
Committee may determine and direct.

15.               ADJUSTMENTS

                  Appropriate   adjustments  in  the  number  of  common  shares
optioned and in the option price per share,  as regards Options granted or to be
granted,  may be made by the  Committee  in its  discretion  to give  effect  to
adjustments  in  the  number  of  common  shares  of the  Corporation  resulting
subsequent  to the  approval  of the Plan by the  committee  from  subdivisions,
consolidations or reclassification of the common shares of the Corporation,  the
payment of stock dividends by the  Corporation or other relevant  changes in the
capital of the Corporation.

16.               TRANSFERABILITY

                  All benefits,  rights and Options  accruing to any Participant
in  accordance  with  the  terms  and  conditions  of  the  Plan  shall  not  be
transferrable or assignable  unless  specifically  provided  herein.  During the
lifetime of a Participant any benefits, rights and Options may only be exercised
by the Participant.

17.               AMENDMENT AND TERMINATION OF PLAN

                  The Committee may, at any time, suspend or terminate the Plan.
The board may also at any time amend or revise  the terms of the Plan,  PROVIDED
that no such  amendment  or  revision  shall  alter  the  terms  of any  Options
theretofore granted under the Plan.

18.               NECESSARY APPROVALS

                  The ability of the Options to be exercised and the  obligation
of the  Corporation to issue and deliver  shares in accordance  with the Plan is
subject to any  approvals  which may be required  from the  shareholders  of the
Corporation, any regulatory authority or stock exchange having jurisdiction over
the securities of the Corporation. If any shares cannot be issued to any

                                       62


<PAGE>



Participant for whatever reason, the obligation of the Corporation to issue such
shares shall  terminate and any Option  exercise  price paid to the  Corporation
will be returned to the Participant.

19.               PRIOR PLANS

                  The Plan shall  entirely  replace  and  supersede  prior share
option plans,  if any,  enacted by the Board of Directors of the  Corporation or
its predecessor corporations.

20.               EFFECTIVE DATE OF PLAN

                  The Plan has been  adopted  by the  Committee  subject  to the
approval of any stock exchange on which the shares of the  Corporation are to be
listed or other  regulatory body having  jurisdiction  and, if so approved,  the
Plan shall become effective upon such approvals being obtained.

                  IN WITNESS  WHEREOF the  Corporation  has caused its corporate
seal to be affixed  hereto in the presence of its officers  duly  authorized  in
that behalf as of the 30 day of August, 1996.

                                            ISI VENTURES INC.

                                            Per:      /s/   Terry M.  Holland
                                                  ------------------------------

                                            Per:     /s/   James R.  Yeates
                                                  ------------------------------


                                       63