E-COM TECHNOLOGIES CORP.
                            2000 STOCK INCENTIVE PLAN

     This  2000  Stock  Incentive  Plan  (the  "Plan") provides for the grant of
options  to  acquire  common  shares  (the  "Common Shares") and the issuance of
Common  Shares  in the capital of E-Com Technologies Corp., a corporation formed
under  the  laws  of  the  State  of  Nevada (the "Corporation").  Stock options
granted  under  this Plan that qualify under Section 422 of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code"),  are  referred  to  in this Plan as
"Incentive  Stock  Options".  Incentive  Stock Options and stock options that do
not  qualify  under  Section  422  of  the  Code ("Non-Qualified Stock Options")
granted  under  this  Plan  are  referred  to collectively as "Options".  Common
Shares  issued under the Plan are referred to in this Plan as "Incentive Stock".

1.     PURPOSE

1.1     The  purpose  of  this  Plan  is  to  retain  the services of valued key
employees, officers, directors and consultants of the Corporation and such other
persons  as  the  Plan  Administrator  shall select in accordance with Section 3
below,  and  to encourage such persons to acquire a greater proprietary interest
in  the  Corporation,  thereby  strengthening  their  incentive  to  achieve the
objectives  of  the  shareholders of the Corporation, and to serve as an aid and
inducement in the hiring of new employees, officers and directors and to provide
an  equity  incentive  to  consultants  and  other  persons selected by the Plan
Administrator.

1.2     This  Plan  shall  at  all  times  be  subject to all legal requirements
relating  to  the  administration  of  stock  incentive  plans,  if  any,  under
applicable corporate laws, applicable United States federal and state securities
laws,  the  Code,  the rules of any applicable stock exchange or stock quotation
system,  and the rules of any foreign jurisdiction applicable to Options granted
to  residents  therein  (collectively,  the  "Applicable  Laws").

2.     ADMINISTRATION

2.1     This  Plan  shall be administered initially by the Board of Directors of
the  Corporation  (the  "Board"),  except that the Board may, in its discretion,
establish  a  committee  composed of two (2) or more members of the Board or two
(2)  or  more  other  persons  to  administer  the  Plan,  which  committee (the
"Committee")  may  be an executive, compensation or other committee, including a
separate  committee  especially  created  for  this  purpose.  The  Board or, if
applicable,  the  Committee  is  referred to herein as the "Plan Administrator".

2.2     If  and  so long as the Common Shares are registered under Section 12(b)
or  12(g)  of  the  Securities  Exchange  Act of 1934, as amended (the "Exchange
Act"),  the  Board  shall  consider  in selecting the Plan Administrator and the
membership  of  any  Committee, with respect to any persons subject or likely to
become  subject  to Section 16 of the Exchange Act, the provisions regarding (a)
"outside  directors"  as  contemplated  by  Section  162(m) of the Code, and (b)
"Non-Employee  Directors"  as contemplated by Rule 16b-3 under the Exchange Act.

2.3     The  Committee  shall  have the powers and authority vested in the Board
hereunder  (including  the power and authority to interpret any provision of the
Plan,  any  Option  or  any Incentive Stock).  The members of any such Committee
shall  serve  at  the  pleasure  of the Board.  A majority of the members of the

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Committee  shall  constitute a quorum, and all actions of the Committee shall be
taken  by  a  majority  of  the  members  present.  Any action may be taken by a
written  instrument signed by all of the members of the Committee and any action
so  taken  shall  be  fully  effective  as  if  it  had been taken at a meeting.

2.4     Subject to the provisions of this Plan and any Applicable Laws, and with
a  view  to  effecting  its  purpose,  the  Plan  Administrator  shall have sole
authority,  in  its  absolute  discretion,  to:

(a)     construe  and  interpret  this  Plan;

(b)     define  the  terms  used  in  the  Plan;

(c)     prescribe,  amend and rescind the rules and regulations relating to this
Plan;

(d)     correct  any  defect, supply any omission or reconcile any inconsistency
in  this  Plan;

(e)     grant  Options  and  issue  Incentive  Stock  under  this  Plan;

(f)     determine  the  individuals  to whom Options shall be granted under this
Plan  and  whether  the  Option  is an Incentive Stock Option or a Non-Qualified
Stock  Option;

(g)     determine the time or times at which Options shall be granted under this
Plan;

(h)     determine  the  number  of  Common  Shares  subject  to each Option, the
exercise  price  of  each  Option,  the duration of each Option and the times at
which  each  Option  shall  become  exercisable;

(i)     determine  all  other  terms  and  conditions  of  the  Options;

(j)     determine  all  restrictions  on  transfer,  rights  of  first  refusal,
repurchase  provisions, forfeiture provisions, and other terms and conditions of
the  Incentive  Stock;  and

(k)     make  all  other  determinations  and  interpretations  necessary  and
advisable  for  the  administration  of  the  Plan.

2.5     All  decisions,  determinations  and  interpretations  made  by the Plan
Administrator  shall  be  binding and conclusive on all participants in the Plan
and  on  their  legal  representatives,  heirs  and  beneficiaries.

3.     ELIGIBILITY

3.1     Incentive  Stock  Options  may  be granted to any individual who, at the
time  the  Option  is  granted, is an employee of the Corporation or any Related
Corporation  (as  defined  below)  ("Employees").

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3.2     Non-Qualified  Stock  Options  may  be  granted to Employees and to such
other  persons, including directors, officers and consultants of the Corporation
or  any  Related  Corporation,  who  are not Employees as the Plan Administrator
shall  select,  subject  to  any  Applicable  Laws.

3.3     Options  may  be  granted  in  substitution  for  outstanding Options of
another corporation in connection with the merger, consolidation, acquisition of
property or stock or other reorganization between such other corporation and the
Corporation  or  any subsidiary of the Corporation.  Options also may be granted
in  exchange  for  outstanding  Options.

3.4     Any  person  to whom an Option is granted under this Plan is referred to
as  an  "Optionee".  Any  person  who is the owner of an Option or the holder of
Incentive  Stock  is  referred  to  as  a  "Holder".

3.5     As  used  in  this  Plan,  the term "Related Corporation" shall mean any
corporation  (other  than the Corporation) that is a "Parent Corporation" of the
Corporation  or  "Subsidiary Corporation" of the Corporation, as those terms are
defined  in  Sections  424(e)  and  424(f),  respectively,  of  the Code (or any
successor  provisions)  and  the regulations thereunder (as amended from time to
time).

4.     STOCK

4.1     The Plan Administrator is authorized to grant Options or issue Incentive
Stock  for  the  acquisition  of  up to a total of 1,250,000 Common Shares.  The
number  of  Common Shares with respect to which Options may be granted hereunder
is  subject  to  adjustment as set forth in Section 5.1(n) hereof.  In the event
that  any outstanding Option expires or is terminated for any reason, the Common
Shares  allocable to the unexercised portion of such Option may again be subject
to  an  Option  granted  to  the same Optionee or to a different person eligible
under  Section 3 of this Plan; provided however, that any cancelled Options will
be  counted  against  the  maximum number of Common Shares with respect to which
Options  may  be  granted  to  any  particular  person as set forth in Section 3
hereof.

5.     TERMS  AND  CONDITIONS  OF  STOCK  INCENTIVE  AGREEMENTS

5.1     Each  Option  granted  and  Common Share of Incentive Stock issued under
this  Plan  shall  be  evidenced  by  a  written  agreement approved by the Plan
Administrator  (each  an  "Agreement").  Agreements may contain such provisions,
not  inconsistent  with  this  Plan  or  any  Applicable  Laws,  as  the  Plan
Administrator  in  its  discretion may deem advisable.  All Options or Incentive
Stock  also  shall  comply  with  the  following  requirements:

(a)     Number  of  Common  Shares  and  Type  of  Option

Each  Agreement shall state the number of Common Shares to which it pertains and
whether  the  Option  is  intended  to  be  an  Incentive  Stock  Option  or  a
Non-Qualified  Stock  Option;  provided  that:

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(i)     the  number  of  Common  Shares  that  may  be  reserved pursuant to the
exercise  of Options granted to any person shall not exceed 5% of the issued and
outstanding  Common  Shares  of  the  Corporation;

(ii)     in  the  absence of action to the contrary by the Plan Administrator in
connection with the grant of an Option, all Options shall be Non-Qualified Stock
Options;

(iii)     the  aggregate  fair market value (determined at the Date of Grant, as
defined  below)  of  the  Common  Shares  with  respect to which Incentive Stock
Options  are  exercisable for the first time by the Optionee during any calendar
year  (granted under this Plan and all other Incentive Stock Option plans of the
Corporation,  a  Related  Corporation  or  a  predecessor corporation) shall not
exceed  U.S.$100,000, or such other limit as may be prescribed by the Code as it
may  be  amended  from  time  to  time  (the  "Annual  Limit");  and

(iv)     any  portion  of  an Option which exceeds the Annual Limit shall not be
void  but  rather  shall  be  a  Non-Qualified  Stock  Option.

(b)     Date  of  Grant

Each  Agreement shall state the date the Plan Administrator has deemed to be the
effective  date  of  the Option for purposes of this Plan (the "Date of Grant").

(c)     Option  Price

Each  Agreement  shall  state  the  price  per  Common  Share  at  which  it  is
exercisable.  The  Plan  Administrator  shall act in good faith to establish the
exercise  price  in  accordance  with  Applicable  Laws;  provided  that:

(i)     the per Common Share exercise price for an Incentive Stock Option or any
Option  granted  to a "covered employee" as such term is defined for purposes of
Section  162(m)  of  the  Code  shall not be less than the fair market value per
Common  Share  at  the  Date of Grant as determined by the Plan Administrator in
good  faith;

(ii)     with  respect  to  Incentive  Stock Options granted to greater-than-ten
percent  (>10%) shareholders of the Corporation (as determined with reference to
Section  424(d)  of  the Code), the exercise price per Common Share shall not be
less  than  one  hundred  ten percent (110%) of the fair market value per Common
Share  at  the  Date  of  Grant  as determined by the Plan Administrator in good
faith;  and

(iii)     Options  granted  in  substitution  for outstanding options of another
corporation  in  connection  with  the  merger,  consolidation,  acquisition  of
property  or  stock or other reorganization involving such other corporation and
the  Corporation  or  any  subsidiary  of the Corporation may be granted with an

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exercise  price  equal  to  the exercise price for the substituted option of the
other  corporation,  subject  to any adjustment consistent with the terms of the
transaction  pursuant  to  which  the  substitution  is  to  occur.

(d)     Duration  of  Options

At  the time of the grant of the Option, the Plan Administrator shall designate,
subject  to  Section 5.1(g) below, the expiration date of the Option, which date
shall  not  be  later than ten (10) years from the Date of Grant; provided, that
the  expiration date of any Incentive Stock Option granted to a greater-than-ten
percent  (>10%)  shareholder of the Corporation (as determined with reference to
Section  424(d)  of  the  Code)  and consultants of the Corporation shall not be
later  than  five (5) years from the Date of Grant.  In the absence of action to
the  contrary  by  the  Plan  Administrator  in  connection  with the grant of a
particular  Option,  and  except  in  the  case  of  Incentive  Stock Options as
described  above, all Options granted under this Section 5 shall expire ten (10)
years  from  the  Date  of  Grant.

(e)     Option  Vesting  Schedule

No  Option  shall  be exercisable until it has vested.  The vesting schedule for
each Option shall be specified by the Plan Administrator at the time of grant of
the  Option prior to the provision of services with respect to which such Option
is  granted;  provided,  that if no vesting schedule is specified at the time of
grant,  the  Option  shall  vest  according  to  the  following  schedule:

                     NUMBER OF YEARS         PERCENTAGE OF TOTAL
                 FOLLOWING DATE OF GRANT       OPTION VESTED
                    -----------------------     -------------
                            One                      25%
                            Two                      50%
                            Three                    75%
                            Four                    100%

The  Plan Administrator may specify a vesting schedule for all or any portion of
an  Option  based  on  the  achievement of performance objectives established in
advance  of  the  commencement  by  the  Optionee  of  services  related  to the
achievement  of  the  performance  objectives.  Performance  objectives shall be
expressed  in  terms of objective criteria, including but not limited to, one or
more  of the following:  return on equity, return on assets, share price, market
share,  sales,  earnings per share, costs, net earnings, net worth, inventories,
cash  and  cash  equivalents,  gross  margin  or  the  Corporation's performance
relative  to  its  internal  business  plan.  Performance  objectives  may be in
respect  of  the  performance  of  the  Corporation  as  a  whole  (whether on a
consolidated  or unconsolidated basis), a Related Corporation, or a subdivision,
operating unit, product or product line of either of the foregoing.  Performance

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objectives  may  be  absolute  or  relative  and  may be expressed in terms of a
progression or a range.  An Option that is exercisable (in full or in part) upon
the  achievement  of  one  or  more performance objectives may be exercised only
following  written  notice  to  the  Optionee  and  the  Corporation by the Plan
Administrator  that  the  performance  objective  has  been  achieved.

(f)     Acceleration  of  Vesting

The  vesting  of  one or more outstanding Options may be accelerated by the Plan
Administrator  at  such  times  and in such amounts as it shall determine in its
sole  discretion.

(g)     Term  of  Option

(i)     Vested  Options shall terminate, to the extent not previously exercised,
upon  the  occurrence  of  the  first  of  the  following  events:

A.     the  expiration of the Option, as designated by the Plan Administrator in
accordance  with  Section  5.1(d)  above;

B.     the  date  of  an  Optionee's  termination  of  employment or contractual
relationship  with  the  Corporation  or  any  Related Corporation for cause (as
determined  by  the  Plan  Administrator,  acting  reasonably);

C.     the  expiration  of  three  (3)  months  from  the  date of an Optionee's
termination  of  employment  or contractual relationship with the Corporation or
any  Related  Corporation  for  any reason whatsoever other than cause, death or
Disability  (as  defined  below)  unless,  in  the case of a Non-Qualified Stock
Option,  the  exercise period is extended by the Plan Administrator until a date
not  later  than  the  expiration  date  of  the  Option;  or

D.     the  expiration  of  one  year  (1)  from  termination  of  an Optionee's
employment  or  contractual  relationship  by  reason of death or Disability (as
defined below) unless, in the case of a Non-Qualified Stock Option, the exercise
period  is  extended  by  the Plan Administrator until a date not later than the
expiration  date  of  the  Option.

(ii)     Notwithstanding  Section 5.1(g)(i) above, any vested Options which have
been  granted  to  the  Optionee in the Optionee's capacity as a director of the
Corporation  or  any  Related Corporation shall terminate upon the occurrence of
the  first  of  the  following  events:

A.     the  event  specified  in  Section  5.1(g)(i)A  above;

B.     the  event  specified  in  Section  5.1(g)(i)D  above;  and

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C.     the  expiration  of three (3) months from the date the Optionee ceases to
serve  as  a director of the Corporation or Related Corporation, as the case may
be.

(iii)     Upon the death of an Optionee, any vested Options held by the Optionee
shall  be  exercisable  only  by  the  person or persons to whom such Optionee's
rights  under  such  Option  shall pass by the Optionee's will or by the laws of
descent  and  distribution  of  the Optionee's domicile at the time of death and
only  until  such  Options  terminate  as  provided  above.

(iv)     For  purposes  of  the Plan, unless otherwise defined in the Agreement,
"Disability"  shall  mean  medically  determinable physical or mental impairment
which  has lasted or can be expected to last for a continuous period of not less
than  twelve  (12)  months or that can be expected to result in death.  The Plan
Administrator  shall  determine whether an Optionee has incurred a Disability on
the basis of medical evidence acceptable to the Plan Administrator.  Upon making
a determination of Disability, the Plan Administrator shall, for purposes of the
Plan,  determine  the  date  of  an  Optionee's  termination  of  employment  or
contractual  relationship.

(v)     Unless  accelerated  in  accordance  with Section 5.1(f) above, unvested
Options  shall  terminate  immediately  upon  termination  of  employment of the
Optionee  by  the  Corporation  for  any  reason  whatsoever, including death or
Disability.

(vi)     For  purposes of this Plan, transfer of employment between or among the
Corporation  and/or  any Related Corporation shall not be deemed to constitute a
termination  of  employment  with  the  Corporation  or any Related Corporation.
Employment  shall be deemed to continue while the Optionee is on military leave,
sick  leave  or  other  bona  fide  leave  of absence (as determined by the Plan
Administrator).  The  foregoing  notwithstanding, employment shall not be deemed
to  continue  beyond  the  first  ninety  (90)  days  of  such leave, unless the
Optionee's  re-employment  rights  are  guaranteed  by  statute  or by contract.

(h)     Exercise  of  Options

(i)     Options  shall  be  exercisable,  in  full or in part, at any time after
vesting,  until  termination.  If  less  than  all of the shares included in the
vested  portion  of  any Option are purchased, the remainder may be purchased at
any  subsequent  time  prior  to  the  expiration of the Option term. Only whole
Common  Shares  may  be  issued pursuant to an Option, and to the extent that an
Option  covers  less  than  one  (1)  share,  it  is  unexercisable.

(ii)     Options  or  portions thereof may be exercised by giving written notice
to the Corporation, which notice shall specify the number of Common Shares to be
purchased, and be accompanied by payment in the amount of the aggregate exercise
price  for  the  Common  Shares so purchased, which payment shall be in the form

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specified  in  Section  5.1(i) below.  The Corporation shall not be obligated to
issue,  transfer  or  deliver  a  certificate  representing Common Shares to the
Holder  of  any  Option,  until  provision  has  been made by the Holder, to the
satisfaction of the Corporation, for the payment of the aggregate exercise price
for  all  Common  Shares  for which the Option shall have been exercised and for
satisfaction  of  any tax withholding obligations associated with such exercise.
During  the  lifetime  of  an  Optionee,  Options  are  exercisable  only by the
Optionee.

(i)     Payment  upon  Exercise  of  Option  or  Purchase  of  Incentive  Stock

Upon  the  exercise  of any Option or purchase of Incentive Stock, the aggregate
exercise  or  purchase  price  shall  be  paid  to the Corporation in cash or by
certified  or  cashier's  check.  In addition, if pre-approved in writing by the
Plan  Administrator who may arbitrarily withhold consent, the Holder may pay for
all or any portion of the aggregate exercise or purchase price by complying with
one  or  more  of  the  following  alternatives:

(i)     by delivering to the Corporation freely trading Common Shares previously
held  by  such Holder, or by the Corporation withholding Common Shares otherwise
deliverable  pursuant to exercise of the Option, which Common Shares received or
withheld  shall  have a fair market value at the date of exercise (as determined
by  the  Plan Administrator) equal to the aggregate exercise price to be paid by
the  Optionee  upon  such  exercise;  or

(ii)     by  complying  with  any  other  payment mechanism approved by the Plan
Administrator  at  the  time  of  exercise.

(j)     No  Rights  as  a  Shareholder

A Holder shall have no rights as a shareholder with respect to any Common Shares
covered  by  an  Option until such Holder becomes a record holder of such Common
Shares,  irrespective  of  whether  such  Holder  has  given notice of exercise.
Subject  to the provisions of Section 5.1(n) hereof, no rights shall accrue to a
Holder  and  no  adjustments  shall be made on account of dividends (ordinary or
extraordinary,  whether  in cash, securities or other property) or distributions
or  other  rights  declared  on,  or created in, the Common Shares for which the
record  date  is  prior  to  the  date the Holder becomes a record holder of the
Common  Shares  covered  by  the Option, irrespective of whether such Holder has
given  notice  of  exercise.

(k)     Non-transferability  of  Options

Options  granted under this Plan and the rights and privileges conferred by this
Plan  may  not  be  transferred, assigned, pledged or hypothecated in any manner
(whether  by  operation  of  law or otherwise) other than by will, by applicable
laws  of  descent  and  distribution,  and  shall  not  be subject to execution,

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attachment  or  similar  process.  Upon any attempt to transfer, assign, pledge,
hypothecate  or  otherwise  dispose  of  any Option or of any right or privilege
conferred by this Plan contrary to the provisions hereof, or upon the sale, levy
or any attachment or similar process upon the rights and privileges conferred by
this  Plan,  such  Option  shall  thereupon  terminate and become null and void.

(l)     Incentive  Stock  Issuance

Incentive Stock may be issued through direct and immediate issuances without any
intervening  Option  grants.  Each  such  issuance  of  Incentive Stock shall be
evidenced  by  the  Agreement  that  complies  with  the  terms specified below:

(i)     Purchase  Price

The purchase price per share shall be fixed by the Plan Administrator and may be
less  than,  equal  to  or greater than the Fair Market Value on the issue date.

(ii)     Vesting  Provisions

A.     Shares of Incentive Stock issued under the Plan may, in the discretion of
the  Plan  Administrator,  be  fully and immediately vested upon issuance or may
vest  in  one or more instalments over the Holder's period of employment or upon
attainment  of  specified  performance  objectives;

B.     Any  new,  substituted  or  additional  securities  or  other  property
(including money paid other than as a regular cash dividend) that the Holder may
have  the  right  to  receive  with  respect  to the Holder's unvested shares of
Incentive  Stock by reason of any stock dividend, stock split, recapitalization,
combination  of  shares,  exchange  of  shares  or  other  change  affecting the
outstanding  Common  Shares  as  a  class  without  the  Company's  receipt  of
consideration  shall  be  issued  subject  to  (1) the same vesting requirements
applicable  to  the  Holder's  unvested  shares  of Incentive Stock and (2) such
escrow  arrangements  as  the  Plan  Administrator  shall  deem  appropriate;

C.     The  Holder shall have full stockholder rights with respect to any Common
Shares  issued  to  the  Holder under the Plan, even if the Holder's interest in
those  shares  is  not  vested.  Accordingly, the Holder shall have the right to
vote  such shares and to receive any regular cash dividends paid on such shares;

D.     Should  the  Holder cease to remain in the Company's employ while holding
unvested  shares  of  Incentive  Stock  issued  under  the  Plan  or  should the
performance  objectives  not be attained with respect to such unvested shares of
Incentive  Stock,  then  those Common Shares shall be immediately surrendered to
the  Company  for cancellation, and the Holder shall have no further stockholder

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rights  with  respect  to  those  Common  Shares.  To the extent the surrendered
Common  Shares  were  previously  issued to the Holder for consideration paid in
cash  or  cash  equivalent,  the  Company  shall  repay  to  the Holder the cash
consideration paid for the surrendered Common Shares and shall cancel the unpaid
principal  balance  of  any  outstanding  payment  mechanism  of  the  Holder
attributable  to  the  surrendered  shares;

E.     The  Plan  Administrator  may  in  its discretion waive the surrender and
cancellation  of one or more unvested shares of Incentive Stock (or other assets
attributable  thereto) that would otherwise occur upon the non-completion of the
vesting  schedule applicable to such Common Shares.  Such waiver shall result in
the  immediate vesting of the Holder's interest in the Common Shares as to which
the  waiver applies.  Such waiver may be effected at any time, whether before or
after  the  Holder's cessation of employment or the attainment or non-attainment
of  the  applicable  performance  objectives.

(iii)     First  Refusal  Rights

Until  such  time as the Incentive Stock is first registered under Section 12 of
the Exchange Act, the Company shall have the right of first refusal with respect
to  any proposed disposition by the Holder (or any successor in interest) of any
Incentive  Stock  issued  under  the Plan.  Such right of first refusal shall be
exercisable  in  accordance with the terms established by the Plan Administrator
and  set  forth  in  the  Agreement.

(iv)     Repurchase  Rights

All  of  the  outstanding  repurchase  rights  under  the  Plan  shall terminate
automatically,  and  all  the Incentive Stock subject to those terminated rights
shall  immediately  vest  in  full,  in the event of any adjustment described in
Section  5.1(n), except to the extent:  (1) those repurchase rights are assigned
to  the  successor  corporation  (or  parent  thereof)  in  connection with such
adjustment  or  (2)  such  accelerated vesting is precluded by other limitations
imposed  by  the  Plan Administrator at the time the repurchase right is issued.

(v)     Share  Escrow  /  Legends

Unvested  Common  Shares may, in the Plan Administrator's discretion, be held in
escrow by the Company until the Holder's interest in such Common Shares vests or
may  be  issued  directly  to  the  Holder  with  restrictive  legends  on  the
certificates  evidencing  those  unvested  Common  Shares.

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(m)     Securities  Regulation  and  Tax  Withholding

(i)     Common  Shares shall not be issued with respect to an Option or an award
of  Incentive  Stock  unless  the  exercise  of such Option and the issuance and
delivery  of  such Common Shares shall comply with all Applicable Laws, and such
issuance shall be further subject to the approval of counsel for the Corporation
with respect to such compliance, including the availability of an exemption from
prospectus  and  registration  requirements  for  the  issuance and sale of such
Common  Shares.  The  inability of the Corporation to obtain from any regulatory
body  the  authority  deemed  by  the Corporation to be necessary for the lawful
issuance and sale of any Common Shares under this Plan, or the unavailability of
an  exemption from prospectus and registration requirements for the issuance and
sale  of any Common Shares under this Plan, shall relieve the Corporation of any
liability  with  respect  to  the  non-issuance  or  sale of such Common Shares.

(ii)     As  a  condition  to  the  exercise  of  an  Option  or the issuance of
Incentive  Stock, the Plan Administrator may require the Holder to represent and
warrant in writing at the time of such exercise that the Common Shares are being
purchased  only for investment and without any then-present intention to sell or
distribute  such  Common  Shares.  If  necessary under Applicable Laws, the Plan
Administrator  may  cause a stop-transfer order against such Common Shares to be
placed  on  the  stock  books  and  records  of  the  Corporation,  and a legend
indicating  that  the  Common  Shares  may  not  be  pledged,  sold or otherwise
transferred  unless an opinion of counsel is provided stating that such transfer
is  not  in violation of any Applicable Laws, may be stamped on the certificates
representing  such  Common  Shares  in  order  to  assure  an  exemption  from
registration.  The  Plan Administrator also may require such other documentation
as may from time to time be necessary to comply with applicable securities laws.
THE  CORPORATION  HAS  NO OBLIGATION TO UNDERTAKE REGISTRATION OF OPTIONS OR THE
COMMON SHARES ISSUABLE UPON THE EXERCISE OF OPTIONS OR THE ISSUANCE OF INCENTIVE
STOCK.

(iii)     The  Holder  shall  pay  to  the Corporation by certified or cashier's
check,  promptly  upon  the  issuance  of  Incentive Stock or the exercise of an
Option  or,  if  later,  the  date  that  the amount of such obligations becomes
determinable, all applicable federal, state, local and foreign withholding taxes
that  the  Plan  Administrator,  in  its  discretion,  determines to result upon
exercise  of  an Option or from a transfer or other disposition of Common Shares
acquired  upon exercise of an Option or otherwise related to an Option or Common
Shares  acquired in connection with an Option or an issuance of Incentive Stock.
Upon approval of the Plan Administrator, a Holder may satisfy such obligation by
complying  with  one  or more of the following alternatives selected by the Plan
Administrator:

<PAGE>

A.     by  delivering to the Corporation freely trading Common Shares previously
held  by  such  Holder or by the Corporation withholding Common Shares otherwise
deliverable pursuant to the exercise of the Option, which Common Shares received
or  withheld  shall  have  a  fair  market  value  at  the  date of exercise (as
determined  by  the Plan Administrator) equal to any withholding tax obligations
arising  as  a  result  of  such  exercise,  transfer  or  other  disposition;

B.     by  executing  appropriate  loan  documents  approved  by  the  Plan
Administrator  by which the Holder borrows funds from the Corporation to pay any
withholding  taxes due under this Section 5.1(m)(iii), with such repayment terms
as  the  Plan  Administrator  shall  select;  or

C.     by  complying  with  any  other  payment  mechanism  approved by the Plan
Administrator  from  time  to  time.

(iv)     The  issuance, transfer or delivery of certificates representing Common
Shares pursuant to the exercise of Options or issuance of Incentive Stock may be
delayed,  at  the  discretion  of  the  Plan  Administrator,  until  the  Plan
Administrator  is  satisfied  that the applicable requirements of all Applicable
Laws  and  the  withholding  provisions  of  the Code have been met and that the
Holder  has  paid  or  otherwise  satisfied  any  withholding  tax obligation as
described  in  Section  5.1(m)(iii)  above.

(n)     Adjustments  Upon  Changes  In  Capitalization

(i)     The  aggregate  number  and  class  of  shares  for which Options may be
granted  under  this  Plan,  the  number  and  class  of  shares covered by each
outstanding  Option, and the exercise price per share thereof (but not the total
price),  and  each  such  Option,  shall all be proportionately adjusted for any
increase  or  decrease  in the number of issued Common Shares of the Corporation
resulting  from:

A.     a  subdivision or consolidation of shares or any like capital adjustment,
or

B.     the  issuance  of  any  Common  Shares, or securities exchangeable for or
convertible  into  Common  Shares, to the holders of all or substantially all of
the  outstanding  Common Shares by way of a stock dividend (other than the issue
of  Common  Shares,  or  securities  exchangeable for or convertible into Common
Shares,  to  holders  of  Common Shares pursuant to their exercise of options to
receive  dividends  in the form of Common Shares, or securities convertible into
Common  Shares,  in  lieu of dividends paid in the ordinary course on the Common
Shares).

<PAGE>

(ii)     Except  as provided in Section 5.1(n)(iii) hereof, upon a merger (other
than  a  merger  of  the  Corporation  in  which  the  holders  of Common Shares
immediately  prior to the merger have the same proportionate ownership of common
shares  in  the  surviving  corporation  immediately  after  the  merger),
consolidation,  acquisition  of  property  or  stock, separation, reorganization
(other than a mere re-incorporation or the creation of a holding Corporation) or
liquidation  of  the  Corporation,  as a result of which the shareholders of the
Corporation,  receive  cash,  shares  or  other  property  in exchange for or in
connection  with  their  Common  Shares,  any  Option  granted  hereunder  shall
terminate,  but the Holder shall have the right to exercise such Holder's Option
immediately  prior to any such merger, consolidation, acquisition of property or
shares,  separation,  reorganization  or  liquidation,  and  to  be treated as a
shareholder  of  record  for  the  purposes  thereof,  to the extent the vesting
requirements  set  forth  in  the  Option  agreement  have  been  satisfied.

(iii)     If  the  shareholders of the Corporation receive shares in the capital
of  another  corporation ("Exchange Shares") in exchange for their Common Shares
in any transaction involving a merger (other than a merger of the Corporation in
which the holders of Common Shares immediately prior to the merger have the same
proportionate  ownership  of  Common  Shares  in  the  surviving  corporation
immediately after the merger), consolidation, acquisition of property or shares,
separation or reorganization (other than a mere re-incorporation or the creation
of a holding Corporation), all Options granted hereunder shall be converted into
options  to  purchase Exchange Shares unless the Corporation and the corporation
issuing the Exchange Shares, in their sole discretion, determine that any or all
such  Options  granted hereunder shall not be converted into options to purchase
Exchange  Shares  but instead shall terminate in accordance with, and subject to
the  Holder's right to exercise the Holder's Options pursuant to, the provisions
of  Section  5.1(n)(ii).  The  amount  and  price  of converted options shall be
determined by adjusting the amount and price of the Options granted hereunder in
the  same  proportion  as used for determining the number of Exchange Shares the
holders  of the Common Shares receive in such merger, consolidation, acquisition
or  property  or stock, separation or reorganization.  Unless accelerated by the
Board,  the vesting schedule set forth in the option agreement shall continue to
apply  to  the  options  granted  for  the  Exchange  Shares.

(iv)     In  the  event of any adjustment in the number of Common Shares covered
by  any  Option,  any  fractional shares resulting from such adjustment shall be
disregarded  and  each  such  Option  shall cover only the number of full shares
resulting  from  such  adjustment.

(v)     All  adjustments  pursuant  to  Section 5.1(n) shall be made by the Plan
Administrator,  and  its determination as to what adjustments shall be made, and
the  extent  thereof,  shall  be  final,  binding  and  conclusive.

<PAGE>

(vi)     The  grant  of an Option shall not affect in any way the right or power
of  the  Corporation  to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, to merge, consolidate or dissolve,
to  liquidate  or to sell or transfer all or any part of its business or assets.

6.     EFFECTIVE  DATE;  AMENDMENT;  SHAREHOLDER  APPROVAL

6.1     Options  may  be  granted  and Incentive Stock may be issued by the Plan
Administrator  from  time  to  time  on  or after the date on which this Plan is
adopted  by  the  Board  (the  "Effective  Date").

6.2     Unless  sooner terminated by the Board, this Plan shall terminate on the
tenth  anniversary of the Effective Date.  No Option may be granted or Incentive
Stock  issued  after  such  termination  or  during any suspension of this Plan.

6.3     Any  Options granted by the Plan Administrator prior to the ratification
of  this Plan by the shareholders of the Corporation shall be granted subject to
approval  of  this  Plan  by  the  holders  of  a  majority of the Corporation's
outstanding  voting  shares,  voting either in person or by proxy at a duly held
shareholders'  meeting  within  twelve (12) months before or after the Effective
Date.  If  such  shareholder  approval  is  sought and not obtained, all Options
granted  prior  thereto  and  thereafter shall be considered Non-Qualified Stock
Options  and  any  Options granted to Covered Employees will not be eligible for
the  exclusion  set  forth  in  Section  162(m)  of the Code with respect to the
deductibility  by  the  Corporation  of  certain  compensation.

7.     NO  OBLIGATIONS  TO  EXERCISE  OPTION

7.1     The  grant  of an Option shall impose no obligation upon the Optionee to
exercise  such  Option.

8.     NO  RIGHT  TO  OPTIONS  OR  TO  EMPLOYMENT

8.1     Whether  or  not  any Options are to be granted under this Plan shall be
exclusively  within  the  discretion  of  the  Plan  Administrator,  and nothing
contained  in  this  Plan  shall  be construed as giving any person any right to
participate  under this Plan.  The grant of an Option shall in no way constitute
any form of agreement or understanding binding on the Corporation or any Related
Corporation, express or implied, that the Corporation or any Related Corporation
will  employ  or  contract with an Optionee for any length of time, nor shall it
interfere  in  any  way  with  the Corporation's or, where applicable, a Related
Corporation's  right to terminate Optionee's employment at any time, which right
is  hereby  reserved.

9.     APPLICATION  OF  FUNDS

9.1     The  proceeds  received  by the Corporation from the exercise of Options
shall  be  used for general corporate purposes, unless otherwise directed by the
Board.

<PAGE>

10.     INDEMNIFICATION  OF  PLAN  ADMINISTRATOR

10.1     In  addition  to  all  other rights of indemnification they may have as
members  of the Board, members of the Plan Administrator shall be indemnified by
the  Corporation  for  all  reasonable  expenses  and liabilities of any type or
nature,  including attorneys' fees, incurred in connection with any action, suit
or  proceeding  to  which  they  or  any of them are a party by reason of, or in
connection  with,  this  Plan or any Option granted under this Plan, and against
all amounts paid by them in settlement thereof (provided that such settlement is
approved  by  independent  legal counsel selected by the Corporation), except to
the  extent  that  such expenses relate to matters for which it is adjudged that
such  Plan Administrator member is liable for willful misconduct; provided, that
within  fifteen  (15)  days  after  the  institution of any such action, suit or
proceeding,  the  Plan  Administrator member involved therein shall, in writing,
notify  the  Corporation  of  such  action,  suit  or  proceeding,  so  that the
Corporation  may  have  the  opportunity  to  make  appropriate  arrangements to
prosecute  or  defend  the  same.

11.     AMENDMENT  OF  PLAN

11.1     The  Plan  Administrator  may,  at any time, modify, amend or terminate
this Plan or modify or amend Options granted under this Plan, including, without
limitation,  such  modifications  or  amendments  as  are  necessary to maintain
compliance  with  the Applicable Laws.  The Plan Administrator may condition the
effectiveness  of  any  such amendment on the receipt of shareholder approval at
such  time  and  in such manner as the Plan Administrator may consider necessary
for  the  Corporation  to  comply  with  or  to avail the Corporation and/or the
Optionees  of  the  benefits  of  any  securities,  tax, market listing or other
administrative  or  regulatory  requirements.

Effective  Date:  December  11,  2000