EXHIBIT 4.2

                             ABLEAUCTIONS.COM, Inc.

                             1999 STOCK OPTION PLAN

     This 1999 Stock Option Plan (the "Plan")  provides for the grant of options
to acquire shares of common stock with a par value of $0.001 (collectively,  the
"Common  Stock")  of   Ableauctions.com,   Inc.  (the   "Company"),   a  Florida
corporation. Stock options granted under the Plan that qualify under Section 422
of the Internal  Revenue Code of 1986, as amended (the "Code"),  are referred to
in the 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 the Plan are referred to collectively as "Options."

1. PURPOSES

     The purposes of the Plan are:

(a)  to retain the  services  of valued key  employees  and  consultants  of the
     Company and other persons selected by the Plan  Administrator in accordance
     with Section 3 below;

(b)  to encourage those persons to acquire a greater proprietary interest in the
     Company, thereby strengthening their incentive to achieve the objectives of
     the  Company's  shareholders  and to serve as an aid and  inducement in the
     hiring of new employees; and

(c)  to provide an equity incentive to consultants and other persons selected by
     the Plan Administrator.

2. ADMINISTRATION

     The Plan will be administered initially by the Company's Board of Directors
(the  "Board"),  except  that the Board  may,  in its  discretion,  establish  a
committee (the "Committee")  composed of two or more members of the Board or two
or more other persons to administer the Plan. The Committee may be an executive,
compensation,  or other  committee,  including a separate  committee  especially
created for this purpose,  and will have the powers and authority  vested in the
Board hereunder (including the power and authority to interpret any provision of
the Plan or of any  Option).  The  members  of any  Committee  will serve at the
pleasure  of the  Board.  A  majority  of the  members  of  the  Committee  will
constitute  a  quorum,  and all  actions  of the  Committee  must 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 will be
fully  effective  as if it had  been  taken  at a  meeting.  The  Board  or,  if
applicable, the Committee is referred to herein as the "Plan Administrator."


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     The Plan will be administered by the Board or by the Committee  which,  for
the  purposes  hereof,  will be composed of two or more members of the Board who
are  "Non-Employee  Directors" (as defined  below) and, as  applicable,  outside
directors.  The term  "outside  director"  will have the meaning  assigned to it
under  Section  162(m)  of the  Code (as  amended  from  time to  time)  and the
regulations  (or any successor  regulations)  promulgated  thereunder  ("Section
162(m) of the Code").  The term  "Non-Employee  Director"  will have the meaning
assigned to it under Rule 16b-3 (as amended from time to time) promulgated under
the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act") or any
successor rule or regulatory requirement.

     Subject to the  provisions  of the Plan,  and with a view to effecting  its
purpose,  the Plan  Administrator  will  have  sole  authority  in its  absolute
discretion to:

(a)  construe and interpret the Plan;

(b)  define the terms used in the Plan;

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

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

(e)  grant Options under the Plan;

(f)  determine  the  individuals  to whom Options will be granted under the 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  will be  granted  under the
     Plan;

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

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

(j)  make all other  determinations and interpretations  necessary and advisable
     for the  administration  of the Plan.  All  decisions,  determinations  and
     interpretations  made  by  the  Plan  Administrator  will  be  binding  and
     conclusive   on  all   participants   in  the  Plan  and  on  their   legal
     representatives, heirs, and beneficiaries.

     The Board or, if  applicable,  the  Committee  may  delegate to one or more
executive  officers of the Company the authority to grant Options under the Plan
to  employees  of the  Company  who, on the Date of Grant (as defined in Section
5(b) of the  Plan),  are not  subject to  Section  16 of the  Exchange  Act with
respect to the Common Stock ("Non-Insiders"), and are not "covered employees" as
that term is defined for  purposes of Section  162(m) of the Code  ("Non-Covered
Employees"),  and in connection  therewith  the authority to determine:  (1) the
number of


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shares of Common Stock subject to those Options; (2) the duration of the Option;
(3) the  vesting  schedule  for  determining  the times at which the Option will
become exercisable; and (4) all other terms and conditions of those Options. The
exercise  price for any  Option  granted  by action of an  executive  officer or
officers  pursuant to a delegation  of authority  will not be less than the fair
market  value  per  share  of the  Common  Stock on the  Date of  Grant.  Unless
expressly  approved in advance by the Board or the  Committee,  a delegation  of
authority  will not include the  authority  to  accelerate  vesting,  extend the
period for exercise,  or otherwise alter the terms of outstanding  Options.  The
term "Plan  Administrator"  when used in any  provision  of this Plan other than
Sections  2,  5(f),  5(m),  and 11 will be  deemed  to refer to the Board or the
Committee,  as the case may be, and an executive officer who has been authorized
to grant Options pursuant thereto, insofar as these provisions may be applied to
persons that are Non-Insiders  and Non-Covered  Employees and Options granted to
those persons.

3.   ELIGIBILITY

     Incentive  Stock Options may be granted to any individual  who, at the time
the Option is granted,  is an employee of the Company or any Related Corporation
(as defined below) ("Employees").  Non-Qualified Stock Options may be granted to
Employees and to any other persons  (other than directors who are not Employees)
that  are  selected  by  the  Plan  Administrator.  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 that other corporation and the Company or any subsidiary
of the Company. Options also may be granted in exchange for outstanding Options.
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  is  referred  to as a
"Holder."

     As used in  this  Plan,  the  term  "Related  Corporation"  will  mean  any
corporation  (other  than the  Company)  that is a "Parent  Corporation"  of the
Company or "Subsidiary  Corporation" of the Company,  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

     The Plan  Administrator  is  authorized to grant Options to acquire up to a
total  of  3,000,000  shares  of  the  Company's  authorized  but  unissued,  or
reacquired, Common Stock. The number of shares with respect to which Options may
be  granted  hereunder  is subject to  adjustment  as set forth in Section  5(m)
hereof. If any outstanding  Option expires or is terminated for any reason,  the
shares of Common Stock allocable to the  unexercised  portion of that 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
canceled  Options  will be counted  against  the  maximum  number of shares with
respect to which Options may be granted to any particular person as set forth in
Section 3 hereof.


<PAGE>

5.   TERMS AND CONDITIONS OF OPTIONS

     Each  Option  granted  under  this  Plan  will be  evidenced  by a  written
agreement approved by the Plan  Administrator (the "Agreement").  Agreements may
contain provisions, not inconsistent with this Plan, that the Plan Administrator
in its  discretion  deems  advisable.  All  Options  also will  comply  with the
following requirements:

(a)  Number of Shares and Type of Option

     Each  Agreement will state the number of shares of Common Stock to which it
pertains and whether the Option is intended to be an Incentive Stock Option or a
Non-Qualified Stock Option. In the absence of action to the contrary by the Plan
Administrator  in  connection  with the grant of an Option,  all Options will be
Non-Qualified Stock Options.  The aggregate fair market value (determined at the
Date of Grant,  as defined  below) of the stock 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 Company, a Related Corporation,  or a predecessor corporation) will
not exceed  $100,000 or any other limit that may be  prescribed  by the Code, as
amended  from time to time.  Any  portion of an Option  that  exceeds the annual
limit will not be void but rather will be a Non-Qualified Stock Option.

(b)  Date of Grant

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

(c)  Option Price

     Each  Agreement  will state the price per share of Common Stock at which it
is exercisable.  The exercise price will be fixed by the Plan  Administrator  at
whatever  price the Plan  Administrator  determines  in the exercise of its sole
discretion;  provided that the per share exercise  price for an Incentive  Stock
Option or any Option  granted to a "covered  employee",  as that term is defined
for the purposes of Section 162(m) of the Code ("Covered Employee"), will not be
less than the fair  market  value per share of the  Common  Stock at the Date of
Grant as determined by the Plan  Administrator  in good faith;  provided further
that with respect to Incentive Stock Options granted to greater-than-ten percent
(> 10%)  shareholders  of the Company (as  determined  with reference to Section
424(d) of the Code),  the exercise price per share will not be less than 110% of
the fair  market  value  per share of the  Common  Stock at the Date of Grant as
determined by the Plan  Administrator in good faith;  and, provided further that
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 that other corporation and the Company or any
subsidiary  of the  Company may be granted  with an 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.


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(d)  Duration of Options

     At the  time of the  grant  of the  Option,  the  Plan  Administrator  will
designate, subject to paragraph 5(g) below, the expiry date of the Option, which
date  will  not be  later  than 10  years  from the Date of Grant in the case of
Incentive  Stock Options;  provided that the expiry date of any Incentive  Stock
Option granted to a greater-than-ten  percent (> 10%) shareholder of the Company
(as  determined  with reference to Section 424(d) of the Code) will not be later
than five 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 will  expire 10 years  from the Date of
Grant.

(e)  Vesting Schedule

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

                 Number of Months                 Percentage of Total
              Following Date of Grant                 Option Vested
            ---------------------------        ---------------------------
                       3                                 12.5%
                       6                                 25%
                       9                                 37.5%
                      12                                 50%
                      15                                 62.5%
                      18                                 75%
                      21                                 87.5%
                      24                                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 Optionee's commencement of services related to the
achievement  of the  performance  objectives.  Performance  objectives  will  be
expressed in terms of 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, and gross margin or
the Company's  performance  relative to its internal business plan.  Performance
objectives  may be in  respect  of the  performance  of the  Company  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 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)
on the achievement of one or more  performance  objectives may be exercised only
following written notice to the


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Optionee  and  the  Company  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 the times and in the amounts that it will determine in its
sole discretion.

(g)  Term of Option

     Vested Options will terminate,  to the extent not previously exercised,  on
the occurrence of the first of the following events:

     (1)  the expiry of the Option,  as designated by the Plan  Administrator in
          accordance with Section 5(d) above;

     (2)  the date of an Optionee's  termination  of  employment or  contractual
          relationship with the Company or any Related Corporation for cause (as
          determined in the sole discretion of the Plan Administrator);

     (3)  the expiry of three months from the date of an Optionee's  termination
          of  employment  or  contractual  relationship  with the Company 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 expiry date of the
          Option; or

     (4)  the expiry of one year 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 expiry date of the Option.

     On the death of an Optionee, any vested Options held by the Optionee may be
exercisable  only by the person or persons to whom the  Optionee's  rights under
the  Options  pass  by  the  Optionee's  will  or by the  laws  of  descent  and
distribution  of the state or county of the  Optionee's  domicile at the time of
death and only until the Options  terminate as provided above.  For the purposes
of the Plan,  unless  otherwise  defined in the  Agreement,  "Disability"  means
medically  determinable physical or mental impairment which has lasted or can be
expected to last for a continuous  period of not less than 12 months or that can
be  expected to result in death  (within the meaning of Section  22(e)(3) of the
Code). The Plan  Administrator will determine whether an Optionee has incurred a
Disability   on  the  basis  of  medical   evidence   acceptable   to  the  Plan
Administrator.  On making a determination of Disability,  the Plan Administrator
will,  for the  purposes  of the  Plan,  determine  the  date  of an  Optionee's
termination of employment or contractual relationship.


<PAGE>

     Unless accelerated in accordance with Section 5(f) above,  unvested Options
will terminate  immediately  on termination of the Optionee's  employment by the
Company  for any  reason  whatsoever,  including  death or  Disability.  For the
purposes of this Plan,  transfer of employment  between or among the Company and
any  Related  Corporation  will not be deemed to  constitute  a  termination  of
employment with the Company or any Related Corporation. For the purposes of this
subsection,  employment  will 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). Despite the foregoing, employment will not be deemed
to  continue  beyond  the  first  90  days  of  leave,   unless  the  Optionee's
re-employment rights are guaranteed by statute or by contract.

(h)  Exercise of Options

     Options will 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  before the expiry of the  Option  term.  No portion of any Option for less
than 100 shares (as adjusted  pursuant to Section 5(m) below) may be  exercised;
provided  that if the vested  portion of any Option is less than 100 shares,  it
may be exercised  with respect to all shares for which it is vested.  Only whole
shares may be issued  pursuant  to an Option,  and to the extent  that an Option
covers less than one share, it is unexercisable.

     Options or portions  thereof may be exercised by giving  written  notice to
the Company,  which notice must specify the number of shares to be purchased and
must be accompanied by payment in the amount of the aggregate exercise price for
the Common Stock so purchased,  which  payment must be in the form  specified in
Section  5(i) below.  The  Company  will not be obliged to issue,  transfer,  or
deliver  a  certificate  of  Common  Stock to the  Holder  of any  Option  until
provision has been made by the Holder,  to the satisfaction of the Company,  for
the payment of the aggregate  exercise price for all shares for which the Option
has been  exercised  and for  satisfaction  of any tax  withholding  obligations
associated  with the  exercise.  During  an  Optionee's  lifetime,  Options  are
exercisable  only by the  Optionee  or,  in the  case of a  Non-Qualified  Stock
Option,  a transferee  who takes title to the Option in the manner  permitted by
subsection 5(k) hereof.

(i)  Payment on Exercise of Option

     On the exercise of any Option, the aggregate exercise price will be paid to
the Company in cash or by certified or cashier's cheque. In addition, the Holder
may pay for all or any portion of the aggregate exercise price by complying with
one or more of the following alternatives:

     (1)  by delivering to the Company shares of Common Stock previously held by
          the  Holder or by the  Company  withholding  shares  of  Common  Stock
          otherwise


<PAGE>

          deliverable pursuant to exercise of the Option, which shares of Common
          Stock  received or withheld  will 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 on exercise;

     (2)  by  delivering  a  properly   signed  exercise  notice  together  with
          irrevocable  instructions  to a broker  promptly  to sell or  margin a
          sufficient  portion of the shares and deliver  directly to the Company
          the amount of sale or margin loan proceeds to pay the exercise  price;
          or

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

     Despite the  foregoing,  without  the Plan  Administrator's  prior  written
consent,  a Holder will not  surrender  or attest to the  ownership of shares of
Common  Stock in payment of the  exercise  price if that action  would cause the
Company to recognize  compensation expense (or additional  compensation expense)
with respect to any option for financial reporting purposes.

(j)  Rights as a Shareholder

     A Holder will have no rights as a  shareholder  with  respect to any shares
covered by an Option  until the Holder  becomes a record  holder of the  shares,
irrespective of whether the Holder has given notice of exercise.  No rights will
accrue to a Holder  and no  adjustments  will 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 Stock for
which the record  date is before  the date on which the Holder  becomes a record
holder of the shares of Common  Stock  covered by the  Option,  irrespective  of
whether the Holder has given notice of exercise.

(k)  Transfer of Option

     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,  or  (except  in the case of an
Incentive Stock Option)  pursuant to a qualified  domestic  relations order, and
will not be subject to  execution,  attachment,  or  similar  process;  provided
however  that  any  Agreement  may  provide  or be  amended  to  provide  that a
Non-Qualified  Stock Option to which it relates is transferable  without payment
of  consideration  to immediate  family  members of the Optionee or to trusts or
partnerships  or limited  liability  companies  established  exclusively for the
benefit of the Optionee and the  Optionee's  immediate  family  members.  On 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 on the sale, levy, or any attachment or similar process on
the rights and privileges  conferred by this Plan, the Option will terminate and
become null and void.


<PAGE>

(l)  Securities Regulation and Tax Withholding

     (1)  Shares  will not be  issued  with  respect  to an  Option  unless  the
          exercise  of the Option and the  issuance  and  delivery of the shares
          complies  with  all  relevant  provisions  of law,  including  without
          limitation Section 162(m) of the Code; any applicable state securities
          laws; the Securities Act of 1933, as amended; the Exchange Act and the
          rules and regulations  thereunder;  and the  requirements of any stock
          exchange or automated  inter-dealer  quotation  system of a registered
          national  securities  association  on  which  the  shares  may then be
          listed.  The share issuance will be further subject to the approval of
          counsel for the Company  with  respect to  compliance,  including  the
          availability  of an exemption from  registration  for the issuance and
          sale of the  shares.  The  Company's  inability  to  obtain  from  any
          regulatory  body the  authority  deemed by the Company to be necessary
          for the lawful issuance and sale of any shares under this Plan, or the
          unavailability  of an exemption from registration for the issuance and
          sale of any shares  under this Plan,  will  relieve the Company of any
          liability with respect to the non-issuance or sale of the shares.

          As a condition  to the exercise of an Option,  the Plan  Administrator
          may require the Holder to represent and warrant in writing at the time
          of exercise that the shares are being  purchased  only for  investment
          and without  any  then-present  intention  to sell or  distribute  the
          shares. At the option of the Plan Administrator, a stop-transfer order
          against the shares may be placed on the stock books and records of the
          Company  and a legend  indicating  that the stock may not be  pledged,
          sold,  or  otherwise  transferred  unless an  opinion  of  counsel  is
          provided  stating  that  the  transfer  is  not  in  violation  of any
          applicable  law or  regulation  may  be  stamped  on the  certificates
          representing the shares to assure an exemption from registration.  The
          Plan Administrator also may require other  documentation that may from
          time to time be necessary to comply with federal and state  securities
          laws.

     (2)  The Holder will pay to the Company by certified  or cashier's  cheque,
          promptly on  exercise of an Option or, if later,  on the date that the
          amount  of  the  obligations  becomes  determinable,   all  applicable
          federal,  state,  local, and foreign  withholding  taxes that the Plan
          Administrator, in its discretion,  determines to result on exercise of
          an Option or from a transfer or other  disposition of shares of Common
          Stock  acquired on exercise  of an Option or  otherwise  related to an
          Option or  shares  of Common  Stock  acquired  in  connection  with an
          Option.  On the Plan  Administrator's  approval,  a Holder may satisfy
          that  obligation  by  complying  with  one or  more  of the  following
          alternatives selected by the Plan Administrator:

          (A)  by  delivering to the Company  shares of Common Stock  previously
               held by the Holder or by the Company withholding shares of Common
               Stock  otherwise  deliverable  pursuant  to the  exercise  of the
               Option,  which shares of Common Stock  received or withheld  will
               have a fair market value at the

<PAGE>

               date of exercise (as determined by the Plan Administrator)  equal
               to any  withholding  tax  obligations  arising as a result of the
               exercise, transfer, or other disposition;

          (B)  by  signing  appropriate  loan  documents  approved  by the  Plan
               Administrator  by which the Holder borrows funds from the Company
               to pay any withholding taxes due under this Paragraph 2, with any
               repayment terms selected by the Plan Administrator; or

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

          Despite the foregoing,  without the Plan Administrator's prior written
          consent,  a Holder will not  surrender  or attest to the  ownership of
          shares of Common Stock in payment of the exercise price if that action
          would  cause  the  Company  to  recognize   compensation  expense  (or
          additional  compensation  expense)  with  respect  to any  option  for
          financial reporting purposes.

     (3)  The issuance,  transfer,  or delivery of  certificates of Common Stock
          pursuant  to the  exercise  of  Options  may be  delayed,  at the Plan
          Administrator's discretion,  until the Plan Administrator is satisfied
          that the applicable  requirements of the federal and state  securities
          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 (2) above.

(m)  Stock Dividend or Reorganization.

     (1)  If:

          (A)  the  Company  at  any  time  becomes  involved  in a  transaction
               described  in  Section  424(a)  of the  Code  (or  any  successor
               provision)  or  any  "corporate  transaction"  described  in  the
               regulations thereunder;

          (B)  the  Company  declares a dividend  payable in, or  subdivides  or
               combines, its Common Stock; or

          (C)  any other event with substantially the same effect occurs,

          the Plan  Administrator  will, subject to applicable law, with respect
          to each  outstanding  Option,  proportionately  adjust  the  number of
          shares of Common  Stock  subject to that  Option  and/or the  exercise
          price per share to  preserve  the rights of the  Holder  substantially
          proportionate  to the rights of the Holder  before that event,  and to
          the extent that the adjustment includes an increase or decrease in the
          number of shares of Common Stock subject to outstanding  Options,  the
          number  of  shares  available  under  Section  4  of  this  Plan  will
          automatically be


<PAGE>


          increased or decreased, as the case may be,  proportionately,  without
          further action on the part of the Plan Administrator, the Company, the
          Company's shareholders, or any Holder.

     (2)  If the  presently  authorized  capital stock of the Company is changed
          into the same number of shares  with a different  par value or without
          par value,  the stock  resulting  from the change will be deemed to be
          Common  Stock  within the  meaning of the Plan,  and each  Option will
          apply to the same  number of shares of the new stock as it  applied to
          old shares immediately before the change.

     (3)  If the Company at any time  declares an  extraordinary  dividend  with
          respect  to the  Common  Stock,  whether  payable  in  cash  or  other
          property,  the Plan  Administrator  may, subject to applicable law, in
          the  exercise  of  its  sole  discretion  and  with  respect  to  each
          outstanding  Option,  proportionately  adjust  the number of shares of
          Common Stock subject to the Option  and/or  adjust the exercise  price
          per  share  to  preserve  the  rights  of  the  Holder   substantially
          proportionate to the rights of the Holder before the event, and to the
          extent  that the  adjustment  includes  an increase or decrease in the
          number of shares of Common Stock subject to outstanding  Options,  the
          number  of  shares  available  under  Section  4  of  this  Plan  will
          automatically  be  increased  or  decreased,   as  the  case  may  be,
          proportionately,  without  further  action  on the  part  of the  Plan
          Administrator, the Company, the Company's shareholders, or any Holder.

     (4)  The  foregoing  adjustments  in the shares  subject to Options will be
          made by the Plan Administrator,  or by any successor  administrator of
          this  Plan,  or  by  the   applicable   terms  of  any  assumption  or
          substitution document.

     (5)  The grant of an Option  will not  affect in any way the right or power
          of   the    Company    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; TERM

Incentive  Stock Options may be granted by the Plan  Administrator  from time to
time on or after the date on which this Plan is adopted (the  "Effective  Date")
through the day  immediately  preceding  the 10th  anniversary  of the Effective
Date. Non-Qualified Stock Options may be granted by the Plan Administrator on or
after the  Effective  Date and until this Plan is terminated by the Board in its
sole discretion.  Termination of this Plan will not terminate any Option granted
before   termination.   Any  Incentive   Stock  Options   granted  by  the  Plan
Administrator  before  approval of this Plan by the  Company's  shareholders  in
accordance  with Section 422 of the Code will be granted subject to ratification
of the Plan by the  shareholders of the Company within 12 months before or after
the Effective Date. Any Option granted by the Plan  Administrator to any Covered
Employee  before  approval  of  this  Plan  by  the  Company's  shareholders  in
accordance  with Section 422 of the Code will be granted subject to ratification
of


<PAGE>


this Plan by the  shareholders  of the Company  within 12 months before or after
the Effective Date. If shareholder  ratification is sought and not obtained, all
Options  granted prior thereto and thereafter  will 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 Company of certain compensation.

7.   NO OBLIGATIONS TO EXERCISE OPTION

The grant of an Option will not impose an obligation on the Optionee to exercise
the Option.

8.   NO RIGHT TO OPTIONS OR TO EMPLOYMENT

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

9.   APPLICATION OF FUNDS

The proceeds received by the Company from the sale of Common Stock issued on the
exercise  of  Options  will be  used  for  general  corporate  purposes,  unless
otherwise directed by the Board.

10.  INDEMNIFICATION OF PLAN ADMINISTRATOR

In addition to all other rights of  indemnification  they may have as members of
the Board,  members of the Plan Administrator will be indemnified by the Company
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 the
Plan or any Option  granted under the Plan, and against all amounts paid by them
in settlement  thereof  (provided that the settlement is approved by independent
legal counsel selected by the Company), except to the extent that those expenses
relate to matters for which it is adjudged that the Plan Administrator member is
liable  for  willful  misconduct;  provided,  that  within  15  days  after  the
institution of any action,  suit or proceeding,  the Plan  Administrator  member
involved  therein must, in writing,  notify the Company of the action,  suit, or
proceeding so that the Company may make appropriate arrangements to prosecute or
defend it.

11.  AMENDMENT OF PLAN

The Plan Administrator may, at any time, modify, amend, or terminate the Plan or
modify or amend Options granted under the Plan, including without limitation any
modifications  or amendments  necessary to maintain  compliance  with applicable
statutes, rules, or regulations;


<PAGE>


provided  however that no amendment with respect to an  outstanding  Option that
has the effect of reducing the benefits afforded to the Holder will be made over
the objection of the Holder;  and further  provided  that the events  triggering
acceleration  of vesting of outstanding  Options may be modified,  expanded,  or
eliminated without the consent of Holders.  The Plan Administrator may condition
the effectiveness of any amendment on the receipt of shareholder approval at the
time and in the manner that the Plan Administrator  considers  necessary for the
Company to comply with or to avail the Company and the Optionees of the benefits
of any securities,  tax, market listing,  or other  administrative or regulatory
requirement.  Without  limiting  the  generality  of  the  foregoing,  the  Plan
Administrator  may modify grants to persons who are eligible to receive  Options
under this Plan who are foreign  nationals or employed outside the United States
to recognize differences in local law, tax policy, or custom.

Effective Date:  October 14, 1999



ABLEAUCTIONS.COM, INC.
Per:

/s/ Abdul Ladha
--------------------------------
President