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EXHIBIT 99.3

                       VERIDA INTERNET CORP.

                1999 NONQUALIFYING STOCK OPTION PLAN


                             ARTICLE I
                          Purpose of Plan

     This 1999 NONQUALIFYING STOCK OPTION PLAN (the "Plan") of VERIDA
INTERNET CORP. (the "Company") for persons employed or associated with
the Company, including without limitation any employee, director,
general partner, officer, attorney, accountant, consultant or advisor,
is intended to advance the best interests of the Company by providing
additional incentive to those persons who have a substantial
responsibility for its management, affairs, and growth by increasing
their proprietary interest in the success of the Company, thereby
encouraging them to maintain their relationships with the Company.
Further, the availability and offering of Stock Options under the Plan
supports and increases the Company's ability to attract, engage and
retain individuals of exceptional talent upon whom, in large measure,
the sustained progress, growth and profitability of the Company for
the shareholders depends.

                             ARTICLE II
                            Definitions

     For Plan purposes, except where the context might clearly
indicate otherwise, the following terms shall have the meanings set
forth below:

     "Board" shall mean the Board of Directors of the Company.

     "Code" shall mean the Internal Revenue Code of 1986, as amended,
and the rules and regulations promulgated thereunder.

     "Committee" shall mean the Compensation Committee, or such other
committee appointed by the Board, which shall be designated by the
Board to administer the Plan.  The Committee shall be composed of two
or more persons as from time to time are appointed to serve by the
Board and may be members of the Board.


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     "Common Shares" shall mean the Company's Common Shares $0.00001
par value per share, or, in the event that the outstanding Common
Shares are hereafter changed into or exchanged for different shares or
securities of the Company, such other shares or securities.

     "Company" shall mean VERIDA INTERNET CORP., a Nevada corporation,
and any parent or subsidiary corporation of VERIDA INTERNET CORP., as
such terms are defined in Section 425(e) and 425(f), respectively of
the Code.

     "Optionee" shall mean any person employed or associated with the
affairs of the Company who has been granted one or more Stock Options
under the Plan.

     "Stock Option" or "NQSO" shall mean a stock option granted
pursuant to the terms of the Plan.

     "Stock Option Agreement" shall mean the agreement between the
Company and the Optionee under which the Optionee may purchase Common
Shares hereunder.

      ARTICLE III
                     Administration of the Plan

     1.   The Committee shall administer the plan and accordingly, it
shall have full power to grant Stock Options, construe and interpret
the Plan, establish rules and regulations and perform all other acts,
including the delegation of administrative responsibilities, which it
believes reasonable and proper.

     2.   The determination of those eligible to receive Stock
Options, and the amount, price, type and timing of each Stock Option
and the terms and conditions of the respective stock option agreements
shall rest in the sole discretion of the Committee, subject to the
provisions of the Plan.

     3.   The Committee may cancel any Stock Options awarded under the
Plan if an Optionee conducts himself in a manner which the Committee
determines to be inimical to the best interest of the Company and its
shareholders as set forth more fully in paragraph 8 of Article X of
the Plan.



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     4.   The Board, or the Committee, may correct any defect, supply
any omission or reconcile any inconsistency in the Plan or in any
granted Stock Option, in the manner and to the extent it shall deem
necessary to carry it into effect.

     5.   Any decision made, or action taken, by the Committee or the
Board arising out of or in connection with the interpretation and
administration of the Plan shall be final and conclusive.

     6.   Meetings of the Committee shall be held at such times and
places as shall be determined by the Committee.  A majority of the
members of the Committee shall constitute a quorum for the transaction
of business, and the vote of a majority of those members present at
any meeting shall decide any question brought before that meeting.  In
addition, the Committee may take any action otherwise proper under the
Plan by the affirmative vote, taken without a meeting, of a majority
of its members.

     7.   No member of the Committee shall be liable for any act or
omission of any other member of the Committee or for any act or
omission on his/her own part, including, but not limited to, the
exercise of any power or discretion given to him/her under the Plan
except those resulting from his/her own gross negligence or willful
misconduct.

     8.   The Company, through its management, shall supply full and
timely information to the Committee on all matters relating to the
eligibility of Optionees, their duties and performance, and current
information on any Optionee's death, retirement, disability or other
termination of association with the Company, and such other pertinent
information as the Committee may require.  The Company shall furnish
the Committee with such clerical and other assistance as is necessary
in the performance of its duties hereunder.

                             ARTICLE IV
                     Shares Subject to the Plan

     1.   The total number of shares of the Company available for
grants of Stock Options under the Plan shall be 3,000,000 Common
Shares, subject to adjustment as herein provided, which shares may be
either authorized but unissued or reacquired Common Shares of the
Company.


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     2.   If a Stock Option or portion thereof shall expire or
terminate for any reason without having been exercised in full, the
unpurchased shares covered by such NQSO shall be available for future
grants of Stock Options.

                             ARTICLE V
                 Stock Option Terms and Conditions

     1.   Consistent with the Plan's purpose, Stock Options may be
granted to any person who is performing or who has been engaged to
perform services of special importance to management in the operation,
development and growth of the Company.

     2.   Determination of the option price per share for any stock
option issued hereunder shall rest in the sole and unfettered
discretion of the Committee.

     3.   All Stock Options granted under the Plan shall be evidenced
by agreements which shall be subject to applicable provisions of the
Plan, and such other provisions as the Committee may adopt, including
the provisions set forth in paragraphs 2 through 11 of this Article V.

     4.   All Stock Options granted hereunder must be granted within
ten years from the date this Plan is adopted.

     5.   No Stock Option granted hereunder shall be exercisable after
the expiration of ten years from the date such NQSO is granted.  The
Committee, in its discretion, may provide that an option shall be
exercisable during such ten year period or during any lesser period of
time.  The Committee may establish installment exercise terms for a
Stock Option such that the NQSO becomes fully exercisable in a series
of cumulating portions.  If an Optionee shall not, in any given
installment period, purchase all the Common Shares which such Optionee
is entitled to purchase within such installment period, such
Optionee's right to purchase any Common Shares not purchased in such
installment period shall continue until the expiration or sooner
termination of such NQSO.  The Committee may also accelerate the
exercise of any NQSO.






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     6.   A Stock Option, or portion thereof, shall be exercised by
delivery of (i) a written notice of exercise to the Company specifying
the number of Common Shares to be purchased, and (ii) payment of the
full price of such Common Shares, as fully set forth in paragraph 7 of
this Article V.  No NQSO or installment thereof shall be reusable
except with respect to whole shares, and fractional share interests
shall be disregarded.  Not less than 100 Common Shares may be
purchased at one time unless the number purchased is the total number
at the time available for purchase under the NQSO.  Until the Common
Shares represented by an exercised NQSO are issued to an Optionee,
he/she shall have none of the rights of a shareholder.

     7.   The exercise price of a Stock Option, or portion thereof,
may be paid:

          A.   In United States dollars, in cash or by cashier's
     check, certified check, bank draft or money order, payable to the
     order of the Company in an amount equal to the option price; or,

          B.   At the discretion of the Committee, through the
     delivery of fully paid and nonassessable Common Shares, with an
     aggregate fair market value (determined as the average of the
     highest and lowest reported sales prices on the Common Shares as
     of the date of exercise of the NQSO, as reported by such
     responsible reporting service as the Committee may select, or if
     there were not transactions in the Common Shares on such day,
     then the last preceding day on which transactions took place), as
     of the date of the NQSO exercise equal to the option price,
     provided such tendered shares, or any derivative security
     resulting in the issuance of Common Shares, have been owned by
     the Optionee for at least thirty (30) days prior to such
     exercise; or,

          C.   By a combination of both A and B above.

     The Committee shall determine acceptable methods for tendering
Common Shares as payment upon exercise of a Stock Option and may
impose such limitations and prohibitions on the use of Common Shares
to exercise an NQSO as it deems appropriate.

     8.   With the Optionee's consent, the Committee may cancel any
Stock Option issued under this Plan and issue a new NQSO to such
Optionee.

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     9.   Except by will, the laws of descent and distribution, or
with the written consent of the Committee, no right or interest in any
Stock Option granted under the Plan shall be assignable or
transferable, and no right or interest of any Optionee shall be liable
for, or subject to, any lien, obligation or liability of the Optionee.
Upon petition to, and thereafter with the written consent of the
Committee, an Optionee may assign or transfer all or a portion of the
Optionee's rights and interest in any stock option granted hereunder.
Stock Options shall be exercisable during the Optionee's lifetime only
by the Optionee or assignees, or the duly appointed legal
representative of an incompetent Optionee, including following an
assignment consented to by the Committee herein.

     10.  No NQSO shall be exercisable while there is outstanding any
other NQSO which was granted to the Optionee before the grant of such
option under the Plan or any other plan which gives the right to the
Optionee to purchase stock in the Company or in a corporation which is
a parent corporation (as defined in Section 425(e) of the Code) of the
Company, or any predecessor corporation of any of such corporations at
the time of the grant.  An NQSO shall be treated as outstanding until
it is either exercised in full or expires by reason of lapse of time.

     11.  Any Optionee who disposes of Common Shares acquired on the
exercise of a NQSO by sale or exchange either (i) within two years
after the date of the grant of the NQSO under which the stock was
acquired, or (ii) within one year after the acquisition of such
Shares, shall notify the Company of such disposition and of the amount
realized upon such disposition.  The transfer of Common Shares may
also be restricted by applicable provisions of the Securities Act of
1933, as amended.

                             ARTICLE VI
              Adjustments or Changes in Capitalization

     1.   In the event that the outstanding Common Shares of the
Company are hereafter changed into or exchanged for a different number
of kinds of shares or other securities of the Company by reason of
merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up or stock
dividend:




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          A.   Prompt, proportionate, equitable, lawful and adequate
     adjustment shall be made of the aggregate number and kind of
     shares subject to Stock Options which may be granted under the
     Plan, such that the Optionee shall have the right to purchase
     such Common Shares as may be issued in exchange for the Common
     Shares purchasable on exercise of the NQSO had such merger,
     consolidation, other reorganization, recapitalization,
     reclassification, combination of shares, stock split-up or stock
     dividend not taken place;

          B.   Rights under unexercised Stock Options or portions
     thereof granted prior to any such change, both as to the number
     or kind of shares and the exercise price per share, shall be
     adjusted appropriately, provided that such adjustments shall be
     made without change in the total exercise price applicable to the
     unexercised portion of such NQSO's but by an adjustment in the
     price for each share covered by such NQSO's; or,

          C.   Upon any dissolution or liquidation of the Company or
     any merger or combination in which the Company is not a surviving
     corporation, each outstanding Stock Option granted hereunder
     shall terminate, but the Optionee shall have the right,
     immediately prior to such dissolution, liquidation, merger or
     combination, to exercise his/her NQSO in whole or in part, to the
     extent that it shall not have been exercised, without regard to
     any installment exercise provisions in such NQSO.

     2.   The foregoing adjustment and the manner of application of
the foregoing provisions shall be determined solely by the Committee,
whose determination as to what adjustments shall be made and the
extent thereof, shall be final, binding and conclusive.  No fractional
Shares shall be issued under the Plan on account of any such
adjustments.











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                            ARTICLE VII
               Merger, Consolidation or Tender Offer

     1.   If the Company shall be a party to a binding agreement to
any merger, consolidation or reorganization or sale of substantially
all the assets of the Company, each outstanding Stock Option shall
pertain and apply to the securities and/or property which a
shareholder of the number of Common Shares of the Company subject to
the NQSO would be entitled to receive pursuant to such merger,
consolidation or reorganization or sale of assets.

     2.   In the event that:

          A.   Any person other than the Company shall acquire more
     than 20% of the Common Shares of the Company through a tender
     offer, exchange offer or otherwise;

          B.   A change in the "control" of the Company occurs, as
     such term is defined in Rule 405 under the Securities Act of
     1933;

          C.   There shall be a sale of all or substantially all of
     the assets of the Company;

any then outstanding Stock Option held by an Optionee, who is deemed
by the Committee to be a statutory officer ("insider") for purposes of
Section 16 of the Securities Exchange Act of 1934 shall be entitled to
receive, subject to any action by the Committee revoking such an
entitlement as provided for below, in lieu of exercise of such Stock
Option, to the extent that it is then exercisable, a cash payment in
an amount equal to the difference between the aggregate exercise price
of such NQSO, or portion thereof, and, (i) in the event of an offer or
similar event, the final offer price per share paid for Common Shares,
or such lower price as the Committee may determine to conform an
option to preserve its Stock Option status, times the number of Common
Shares covered by the NQSO or portion thereof, or (ii) in the case of
an event covered by B or C above, the aggregate fair market value of
the Common Shares covered by the Stock Option, as determined by the
Committee at such time.





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     3.   Any payment which the Company is required to make pursuant
to paragraph 2 of this Article VII, shall be made within fifteen (15)
business days, following the event which results in the Optionee's
right to such payment.  In the event of a tender offer in which fewer
than all the shares which are validily tendered in compliance with
such offer are purchased or exchanged, then only that portion of the
shares covered by an NQSO as results from multiplying such shares by
a fraction, the numerator of which is the number of Common Shares
acquired purchase to the offer and the denominator of which is the
number of Common Shares tendered in compliance with such offer, shall
be used to determine the payment thereupon.  To the extent that all or
any portion of a Stock Option shall be affected by this provision, all
or such portion of the NQSO shall be terminated.

     4.   Notwithstanding paragraphs 1 and 3 of this Article VII, the
Company may, by unanimous vote and resolution, unilaterally revoke the
benefits of the above provisions; provided, however, that such vote is
taken no later than ten business days following public announcement of
the intent of an offer of the change of control, whichever occurs
earlier.

                            ARTICLE VIII
                 Amendment and Termination of Plan

     1.   The Board may at any time, and from time to time, suspend or
terminate the Plan in whole or in part or amend it from time to time
in such respects as the Board may deem appropriate and in the best
interest of the Company.

     2.   No amendment, suspension or termination of this Plan shall,
without the Optionee's consent, alter or impair any of the rights or
obligations under any Stock Option theretofore granted to him/her
under the Plan.

     3.   The Board may amend the Plan, subject to the limitations
cited above, in such manner as it deems necessary to permit the
granting of Stock Options meeting the requirements of future
amendments or issued regulations, if any, to the Code.

     4.   No NQSO may be granted during any suspension of the Plan or
after termination of the Plan.



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                             ARTICLE IX
                  Government and Other Regulations

     The obligation of the Company to issue, transfer and deliver
Common Shares for Stock Options exercised under the Plan shall be
subject to all applicable laws, regulations, rules, orders and
approval which shall then be in effect and required by the relevant
stock exchanges on which the Common Shares are traded and by
government entities as set forth below or as the Committee in its sole
discretion shall deem necessary or advisable.  Specifically, in
connection with the Securities Act of 1933, as amended, upon exercise
of any Stock Option, the Company shall not be required to issue Common
Shares unless the Committee has received evidence satisfactory to it
to the effect that the Optionee will not transfer such shares except
pursuant to a registration statement in effect under such Act or
unless an opinion of counsel satisfactory to the Company has been
received by the Company to the effect that such registration is not
required.  Any determination in this connection by the Committee shall
be final, binding and conclusive.  The Company may, but shall in no
event be obligated, to take any other affirmative action in order to
cause the exercise of a Stock Option or the issuance of Common Shares
purchased thereto to comply with any law or regulation of any
government authority.

      ARTICLE X
                      Miscellaneous Provisions

     1.   No person shall have any claim or right to be granted a
Stock Option under the Plan, and the grant of an NQSO under the Plan
shall not be construed as giving an Optionee the right to be retained
by the Company.  Furthermore, the Company expressly reserves the right
at any time to terminate its relationship with an Optionee with or
without cause, free from any liability, or any claim under the Plan,
except as provided herein, in an option agreement, or in any agreement
between the Company and the Optionee.

     2.   Any expenses of administering this Plan shall be borne by
the Company.

     3.   The payment received from Optionee from the exercise of
Stock Options under the Plan shall be used for the general corporate
purposes of the Company.


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     4.   The place of administration of the Plan shall be in the
State of Nevada and the validity, contraction, interpretation,
administration and effect of the Plan and its rules and regulations,
and rights relating to the Plan, shall be determined solely in
accordance with the laws of the State of Nevada.

     5.   Without amending the Plan, grants may be made to persons who
are foreign nationals or employed outside the United States, or both,
on such terms and conditions, consistent with the Plan's purpose,
different from those specified in the Plan as may, in the judgment of
the Committee, be necessary or desirable to create equitable
opportunities given differences in tax laws in other countries.

     6.   In addition to such other rights of indemnification as they
may have as members of the Board or Committee, the members of the
Committee shall be indemnified by the Company against all costs and
expenses reasonably incurred by them in connection with any action,
suit or proceeding to which they or any of them may be party by reason
of any action taken or failure to act under or in connection with the
Plan or any Stock Option granted thereunder, and against all amounts
paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid
by them in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of bad faith;
provided that upon the institution of any such action, suit or
proceeding a Committee member shall in writing, give the Company
notice thereof and an opportunity, at its own expense, to handle and
defend the same before such Committee member undertakes to handle and
defend it on his/her own behalf.

     7.   Stock Options may be granted under this Plan from time to
time, in substitution for stock options held by employees of other
corporations who are about to become employees of the Company as the
result of a merger or consolidation of the employing corporation with
the Company or the acquisition by the Company of the assets of the
employing corporation or the acquisition by the Company of stock of
the employing corporation as a result of which it become a subsidiary
of the Company.  The terms and conditions of such substitute stock
options so granted my vary from the terms and conditions set forth in
this Plan to such extent as the Board of Director of the Company at




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the time of grant may deem appropriate to conform, in whole or in
part, to the provisions of the stock options in substitution for which
they are granted, but no such variations shall be such as to affect
the status of any such substitute stock options as a stock option
under Section 422A of the Code.

     8.   Notwithstanding anything to the contrary in the Plan, if the
Committee finds by a majority vote, after full consideration of the
facts presented on behalf of both the Company the Optionee, that the
Optionee has been engaged in fraud, embezzlement, theft, commission of
a felony or proven dishonesty in the course of his/her association
with the Company or any subsidiary corporation which damaged the
Company or any subsidiary corporation, or for disclosing trade secrets
of the Company or any subsidiary corporation, the Optionee shall
forfeit all unexercised Stock Options and all exercised NQSO's under
which the Company has not yet delivered the certificates and which
have been earlier granted the Optionee by the Committee.  The decision
of the Committee as to the case of an Optionee's discharge and the
damage done to the Company shall be final.  No decision of the
Committee, however, shall affect the finality of the discharge of such
Optionee by the Company or any subsidiary corporation in any manner.
Further, (subject to the Committee in their sole discretion
substituting terms in any particular Optionee's Stock Option Agreement
which are different than the foregoing) if Optionee voluntarily
terminates employment with the Company, the Optionee shall forfeit all
unexercised stock options.

                             ARTICLE XI
                       Securities Regulations

     The securities issued pursuant to this Plan are "restricted
securities" as defined in Rule 144 of the Securities Act of 1933 and
may not be resold except in compliance with the registration
requirements of the Securities Act of 1933 or an exemption therefrom.
Ninety (90) days after the Company becomes subject to the reporting
requirements of Section 13 of 15(d) of the Securities Exchange Act of
1934, securities issued pursuant to the Plan may be resold by persons
other than affiliates in reliance upon Rule 144 without compliance
with paragraphs (c), (d), (e) and (h) thereof, and affiliates without
compliance with paragraph (d) thereof.  The Company is currently not
subject to the reporting requirements of the Securities Exchange Act
of 1934.


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                            ARTICLE XII
                         Written Agreement

     Each Stock Option granted hereunder shall be embodied in a
written Stock Option Agreement which shall be subject to the terms and
conditions prescribed above and shall be signed by the Optionee and by
the President or any Vice President of the Company, for and in the
name and on behalf of the Company.  Such Stock Option Agreement shall
contain such other provisions as the Committee, in its discretion
shall deem advisable.

                            ARTICLE XIII
                           Effective Date

     This Plan shall become unconditionally effective as of the date
of approval of the Plan by the Board of Directors of the Company.  No
Stock Option may be granted later than ten (10) years from the
effective date of the Plan; provided, however, that the Plan and all
outstanding Stock Options shall remain in effect until such NQSO's
have expired or until such options are canceled.