EXHIBIT 4.2

                         FORM OF STOCK OPTION AGREEMENT

This Agreement made as of the 18th day of October, 1999.

BETWEEN:

                  (Name of Optionee), who has a residential address of__________
                  _____________________________________________________________.

                  (the "Optionee")

AND:

                  AYOTTE MUSIC INC., an Alberta Corporation with its head office
                  at 2060 Pine Street, Vancouver, British Columbia, V6J 4P8

                  (the "Corporation")

WHEREAS:

1.       The Corporation has established a Stock Option Plan (the "Plan"), which
         Plan was approved by the  directors  on August 30,  1996.  The board of
         Directors of the Corporation will administer the Plan.

2.       The  Optionee  is  a  director, officer, employee  or consultant of the
         Corporation.

3.       The  Corporation  wishes to maintain the continued  services of, and to
         provide  incentive  to the  Optionee  and to this  end is  desirous  of
         granting to the  Optionee  an option to purchase  shares in the capital
         stock of the  Corporation  subject to the terms and  conditions  of the
         Plan.

NOW THEREFORE IN CONSIDERATION OF the covenants and agreements contained in this
Agreement,  and  other  good  and  valuable  considerations,   the  receipt  and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.       THE PLAN

The Plan is attached hereto as Schedule "A" and the Optionee  acknowledges  that
the  Optionee  has read and  understood  the Plan and  agrees to be bound by the
terms and conditions of the Plan. All words and expressions  defined in the Plan
shall have the same meaning in this Agreement unless otherwise defined herein.

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2.       GRANTING OF OPTION

Upon the  recommendation  of the Board of Directors in accordance with the terms
of the Plan, and subject to paragraph 4 hereof, the Corporation hereby grants to
the Optionee a non-assignable,  non- transferable. Option to purchase (Number of
Shares)  Common Shares of the  Corporation  (the "Option  Shares").  The date on
which the Option is granted is the date first written above (the "Option Date").

3.       EXERCISE PRICE OF OPTION SHARES

The price per Common  Share at which  Option  Shares may be  purchased  upon the
exercise  of the Option  (the  "Option  Price") is  $_______________  per Common
Share.

4.       TERM OF OPTION AND VESTING SCHEDULE

The  Optionee  may exercise the Option at any time before the end of business in
Vancouver,  British  Columbia on October 18, 2002 while the  Optionee is still a
director,  officer, employee or consultant of the Corporation,  provided that in
no  circumstance  will the Optionee be entitled to purchase more than  one-third
(1/3) of the total number of Option  Shares  referred to in paragraph 2 above in
each of the first,  second and third years of the term of this Option Agreement.
Notwithstanding  the  foregoing,  in the event that the Optionee  ceases to be a
director,  officer or full time employee of the Corporation,  or if the Optionee
is no longer  entitled to hold or exercise  options  pursuant to the  Securities
Laws of British Columbia of British Columbia or Alberta or the rules or Policies
of the  Canadian  Venture  Exchange  (in each case to the  extent  that they are
applicable  to the  Optionee),  the Optionee  will have 30 days from the date of
ceasing to be a director,  officer or full time employee or otherwise ceasing to
be entitled to hold or exercise Options to exercise the Option.

5.       NOTICE TO EXERCISE

Subject to  paragraph  4, the  Optionee  may  exercise any portion of the Option
exercisable  hereunder during the term of the Option by providing written notice
to the Corporation to that effect.  Any such notice shall be dated the day it is
delivered to the  Corporation and shall specify the number of Common Shares with
respect to which the Option is being  exercised  and shall be  accompanied  by a
bank draft,  money order or certified cheque drawn on a Canadian  chartered bank
in favour of the Corporation in full payment of the aggregate  acquisition  cost
for the number of Common Shares then being purchased  (collectively an "Exercise
Notice"). A sample of a suitable Exercise Notice is attached hereto.

6.       DELIVERY OF COMMON SHARE CERTIFICATE

Within a reasonable  time after receipt of the Exercise  Notice the  Corporation
shall,  subject to paragraph 7, deliver or cause to be delivered to the Optionee
a Common Share certificate

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representing the number of shares with respect to which the Option was exercised
and issued as of the date of the Exercise Notice.

7.       WITHHOLDING TAX

Whenever the  Corporation  proposes to deliver Common Shares under the Plan, the
Corporation shall have the right to require the individual who is to receive the
Common  Shares  to  remit  to the  Corporation,  prior  to the  delivery  of any
certificate(s)  for such  Common  Shares,  an amount  sufficient  to satisfy any
federal, provincial and/or local tax withholding requirements.

8.       EFFECT OF CHANGE IN CONTROL

"Change in Control" is defined as the occurrence of:

         (a)      as a  result  of the  issuance  of  securities,  amalgamation,
                  takeover or other  transaction or series of  transactions,  an
                  acquisition,  through one or more transactions,  by any person
                  or group of persons acting in concert, of the right to control
                  or  direct,   directly  or  indirectly,   35%  or  more  votes
                  attributable to all outstanding voting securities; or

         (b)      less than 51% of the members of the Board of  Directors of the
                  Corporation  being  comprised of persons who are  directors of
                  such  board as of the date  hereof  except  in the case  where
                  incumbent   directors   are  replaced   because  of  voluntary
                  retirement or medial reasons.

In the event of a Change in Control of the  Corporation,  the Board of Directors
may in its  discretion,  notwithstanding  the  provisions of paragraph 4 hereof,
make any or all of the following adjustments:

         (a)      provide  that all  Options  granted  pursuant to the Plan will
                  become exercisable immediately upon such Change in Control (or
                  such other time as the Board shall determine);

         (b)      provide for the payment to the Optionee, upon surrender of the
                  Option (or a portion thereof), of an amount in cash equal to:

                  (i)      the aggregate fair market value of the Common  Shares
                           covered by such Option (or a portion  thereof) on the
                           date of surrender; minus

                  (ii)     the aggregate  exercise  price the Optionee  would be
                           required  to pay to  purchase  Common  Shares had the
                           Optionee  exercised  the  Option,  except that in not
                           event will the Optionee  have a right to receive with
                           respect to any Option an amount in excess of the fair
                           market  value on the date of  surrender  of the total
                           number of Common Shares;

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         (c)      make any other adjustments,  or take such other action, as the
                  Board  of  Directors,  in  its  sole  discretion,  shall  deem
                  appropriate. In the event that the Board of Directors provides
                  for the surrender of Options  pursuant to clause (b) above, to
                  the extent any  Option is  surrendered,  it shall be deemed to
                  have been exercised for purposes of paragraph 4.

9.       REGULATORY AUTHORITIES

The Optionee acknowledges that:

         (a)      the Corporation is a reporting issuer in Canada and is subject
                  to regulatory authorities therein and  that the  Common Shares
                  are listed on The Canadian Venture Exchange;

         (b)      the Plan, the grant of Options and the exercise of the Options
                  may be  subject  to approval by all or a portion of the share-
                  holders of the Corporation and by regulatory
                  authorities;

         (c)      the Common Shares acquired under this Agreement may be subject
                  to certain restrictions on the resale or other dispositions of
                  such Common Shares; and

         (d)      the Option may not be assigned or transferred.

Thus the Optionee agrees to be bound by any restrictions imposed on the granting
or exercise of the Option or on the acquisition or disposition of Common Shares,
as imposed by any  regulatory  authorities  or any stock  exchange  on which the
Common  Shares are listed  whether  imposed  before or after the granting of the
Option.

10.      PLAN GOVERNS

In the event of an  inconsistency  between the terms of this  Agreement  and the
Plan, the  provisions of the Plan shall govern and apply,  and the terms of this
Agreement shall be modified accordingly.

11.      TIME

Time shall be of the essence of this Agreement.

12.      GOVERNING LAW

This Agreement and all rights  hereunder shall be construed  according to and be
governed by the laws governing the Plan.

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IN WITNESS  WHEREOF the parties  hereto have executed these presents the day and
year first written above.

AYOTTE MUSIC INC.

Per:______________________________
         Authorized Signatory

(Signature of Optionee)


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                                     SAMPLE

To:      Ayotte Music Inc.
         2060 Pine Street
         Vancouver, B.C.
         V6J 4P8

                     RE: NOTICE OF EXERCISE OF STOCK OPTION

I hereby exercise my option to purchase __________ Common Shares of Ayotte Music
Inc. at Cdn. $_____________ per share in accordance  with the terms of the Stock
Option Agreement for an aggregate subscription price of Cdn. $_________________.

The share certificate should be issued to me at the following address:

I  understand  that the share  certificate  will be issued only upon  receipt of
payment by Ayotte Music Inc.

Complete the following only if applicable:

I authorize Ayotte Music Inc. to instruct the transfer agent to forward my share
certificate to my stockbroker as follows:

Name of Stockbroker:____________________________________________________________

Name of Brokerage Firm:_________________________________________________________

Address of Firm:________________________________________________________________

Telephone Number:_______________________________________________________________

I enclose herewith my cheque payable to Ayotte Music Inc.  for Cdn. $__________.

Dated this _______ day of ____________________, 2000.

Signature:__________________________________________

Name:_______________________________________________


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                        SCHEDULE OF STOCK OPTIONS GRANTED

Name                            Number of Shares        Exercise Price (Cdn.$)
----                            ----------------        ----------------------

Michael Fugman                         100,000                   $0.10

Louis H.  Eisman                       150,000                   $0.10

Donald F.  Mazankowski                 100,000                   $0.10


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