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                                                              Exhibit 10.16.3
                                   SCHEDULE A

                               724 SOLUTIONS INC.

                   AMENDED AND RESTATED 2000 STOCK OPTION PLAN



1.       PURPOSE OF THE PLAN

1.1      The purpose of the Plan is to attract, retain and motivate persons as
key service providers to the Corporation, its Affiliates and other related
entities and to advance the interests of the Corporation by providing such
persons with the opportunity, through share options, to acquire a proprietary
interest in the Corporation.

2.       DEFINED TERMS

         Where used herein, the following terms shall have the following
meanings, respectively:

2.1      "AFFILIATE" means any entity that is a "subsidiary" as defined in the
SECURITIES ACT (Ontario) and also includes all non-corporate entities that would
be a "subsidiary" if they were a corporation, instead of a partnership or other
non-corporate entity;

2.2      "BOARD" means the board of directors of the Corporation or, if
established and duly authorized to act, the Executive Committee of the board of
directors of the Corporation;

2.3      "COMMITTEE" has the meaning given to such term in Section 3.1;

2.4      "CONSULTANT" means an individual that

         (a)      is engaged to provide on a BONA FIDE basis consulting,
                  technical, management or other services to the Corporation or
                  any Affiliate under a written contract between the Corporation
                  or any Affiliate and the individual or a consultant company of
                  which the individual is an employee or shareholder or a
                  consultant partnership of which the individual is an employee
                  or a partner; and

         (b)      in the reasonable opinion of the Corporation, spends or will
                  spend a significant amount of time and attention on the
                  business and affairs of the Corporation or any Affiliate;

2.5      "CORPORATION" means 724 Solutions Inc. and includes any successor
corporation thereof;

2.6      "DISABILITY" or "DISABLED" means the mental or physical state of an
Optionee such that: (i) the Board or the Committee determines that the Optionee
has been unable, due to illness, disease, mental or physical disability or
similar cause, to fulfil the obligations of such Optionee to the Corporation or
its Affiliate, as the case may be, either for any consecutive six month period
or for any period of 12 months (whether or not consecutive) in any consecutive
24 month period; or (ii) a court of competent jurisdiction has declared the
Optionee to be mentally incompetent or incapable of managing his or her affairs;

2.7      "ELIGIBLE INDIVIDUAL" means an individual contemplated by paragraph
2.9(a) hereof;



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2.8      "ELIGIBLE INVESTMENT VEHICLE" means a plan, company or trust
contemplated by paragraphs 2.9(b), (c) or (d) hereof;

2.9      "ELIGIBLE PERSON" means, subject to Section 5.2;

         (a)      any director, officer, employee or consultant of the
                  Corporation or any Affiliate; or any prospective director,
                  prospective officer, prospective employee or prospective
                  consultant of the Corporation or of any Affiliate to whom
                  Options are to be granted pursuant to a written offer of
                  employment or other service relationship, which offer has been
                  accepted by the individual in question;

         (b)      any registered retirement savings plan, within the meaning of
                  the INCOME TAX ACT (Canada), of which an Eligible Individual
                  is the sole annuitant or any U.S. individual retirement
                  account of which an Eligible Individual is the sole annuitant;

         (c)      any personal holding company controlled by an Eligible
                  Individual, the issued and outstanding voting shares of which
                  are, and will continue to be, beneficially owned, directly or
                  indirectly, by such Eligible Individual and/or the spouse,
                  minor children and/or minor grandchildren of such Eligible
                  Individual; and

         (d)      a family trust, the trustee of which is an Eligible
                  Individual, provided that the only beneficiaries thereof are
                  such Eligible Individual and/or the spouse, minor children
                  and/or minor grandchildren of such Eligible Individual;

2.10     "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the United States
Internal Revenue Code of 1986, as amended.

2.11     "INSIDER" means any insider, as such term is defined in Subsection
1(1) of the SECURITIES ACT (Ontario), of the Corporation, other than a person
who falls within that definition solely by virtue of being a director or senior
officer of an Affiliate, and includes any associate, as such term is defined in
Subsection 1(1) of the SECURITIES ACT (Ontario), of any such insider;

2.12     "MARKET PRICE" at any date in respect of the Shares means the fair
market value of a Share determined by reference to the closing sale price on the
last trading day immediately preceding such date or the weighted average trading
price or simple average of high and low board lot trading prices for a period of
up to five trading days immediately preceding such date (as determined by the
Board or the Committee with the consent of the TSE or The Nasdaq Stock Market,
Inc., if required) of the Shares on the TSE or the Nasdaq National Market as
determined by the Board or Committee (or, if such Shares are not then listed and
posted for trading on the TSE or the Nasdaq National Market, on such Stock
Exchange in Canada or the United States on which such Shares are listed and
posted for trading as may be selected for such purpose by the Board);

2.13     "NON-QUALIFIED STOCK OPTION" means an Option not intended to qualify
as an Incentive Stock Option;

2.14     "OPTION" means an option to purchase Shares granted to an Eligible
Person under the Plan;

2.15     "OPTION PRICE" means the price per Share at which Shares may be
purchased under an Option, as the same may be adjusted from time to time in
accordance with Article 8 hereof;

2.16     "OPTIONED SHARES" means the Shares issuable pursuant to an exercise
of Options;


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2.17     "OPTIONEE" means an Eligible Person to whom an Option has been granted
or transferred in accordance with the terms of the Plan and who continues to
hold such Option and, where the context requires, includes the particular
Eligible Individual related to an Eligible Investment Vehicle which holds an
Option;

2.18     "PLAN" means this Amended and Restated 724 Solutions 2000 Stock Option
Plan, as the same may be further amended or varied from time to time;

2.19     "SHARE COMPENSATION ARRANGEMENT" means a stock option, stock option
plan, employee stock purchase plan or any other compensation or incentive
mechanism of the Corporation involving the issuance or potential issuance of
shares to one or more Eligible Persons or Insiders, including a share purchase
from treasury which is financially assisted by the Corporation by way of a loan,
guarantee or otherwise;

2.20     "SHARES" means the common shares of the Corporation or, in the event
of an adjustment contemplated by Article 8 hereof, such other shares or
securities to which an Optionee may be entitled upon the exercise of an Option
as a result of such adjustment;

2.21     "STOCK EXCHANGE" means the TSE, any stock exchange or stock market;

2.22     "TANTAU INCENTIVE OPTIONS" has the meaning given to such term in the
Corporation's Management Information Circular and Proxy Statement for the Annual
and Special Meeting of Shareholders scheduled for April 26, 2001; and

2.23     "TSE" means The Toronto Stock Exchange.

3.       ADMINISTRATION OF THE PLAN

3.1      The Plan shall be administered by the Board or by any committee (the
"Committee") of the Board established by the Board for that purpose.

3.2      The Board or Committee shall have the power, where consistent with the
general purpose and intent of the Plan and subject to the specific provisions of
the Plan:

         (a)      to establish policies and to adopt rules and regulations for
                  carrying out the purposes, provisions and administration of
                  the Plan;

         (b)      to interpret and construe the Plan and to determine all
                  questions arising out of the Plan or any Option, and any such
                  interpretation, construction or determination made by the
                  Board or Committee shall be final, binding and conclusive for
                  all purposes;

         (c)      to determine the number of Shares covered by each Option;

         (d)      to determine the Option Price of each Option in accordance
                  with the provisions of the Plan;

         (e)      to determine the time or times when Options will be granted
                  and exercisable;

         (f)      to determine if the Shares which are issuable on the exercise
                  of an Option will be subject to any restrictions upon the
                  exercise of such Option;


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         (g)      to prescribe the form of the instruments relating to the
                  grant, exercise and other terms of Options;

         (h)      subject to regulatory requirements, to make exceptions to the
                  Plan in circumstances which the Board or Committee determine
                  to be exceptional; and

         (i)      to take such other action, not inconsistent with the terms of
                  the Plan, as the Board or Committee deems appropriate.

3.3      The Board or the Committee may, in its discretion, require as
conditions to the grant or exercise of any Option that the Optionee shall have:

         (a)      represented, warranted and agreed in form and substance
                  satisfactory to the Corporation that he or she is acquiring
                  and will acquire such Option and the Shares to be issued upon
                  the exercise thereof or, as the case may be, is acquiring such
                  Shares, for his or her own account, for investment and not
                  with a view to or in connection with any distribution, that he
                  or she has had access to such information as is necessary to
                  enable him or her to evaluate the merits and risks of such
                  investment and that he or she is able to bear the economic
                  risk of holding such Shares for an indefinite period;

         (b)      agreed to restrictions on transfer in form and substance
                  satisfactory to the Corporation and to an endorsement on any
                  option agreement or certificate representing the Shares making
                  appropriate reference to such restrictions; and

         (c)      agreed to indemnify the Corporation in connection with the
                  foregoing.

3.4      Any Option granted under the Plan shall be subject to the requirement
that, if at any time counsel to the Corporation shall determine that the
listing, registration or qualification of the Shares subject to such Option upon
any securities exchange or under any law or regulation of any jurisdiction, or
the consent or approval of any securities exchange or any governmental or
regulatory body of any jurisdiction, is necessary as a condition of, or in
connection with, the grant or exercise of such Option or the issuance or
purchase of Shares thereunder, such Option may not be accepted or exercised in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained on conditions acceptable to the
Board or the Committee. Nothing herein shall be deemed to require the
Corporation to apply for or to obtain such listing, registration, qualification,
consent or approval; provided however, that while the Shares are listed for
trading on the TSE, the Corporation shall give notice to the TSE of any proposed
grant of Options under the Plan and the Corporation shall not proceed with any
transaction without the prior consent of the TSE, if required. The inability of
the Corporation to obtain from any regulatory body having jurisdiction the
authority, if any, deemed by the Corporation's legal counsel to be necessary for
the lawful issuance and sale of any Shares or Options hereunder shall relieve
the Corporation of any liability in respect of the failure to issue or sell such
securities as to which such requisite authority shall not have been obtained.
The grant of Options and the issuance of Shares upon exercise of Options shall
be subject to compliance with all applicable requirements of federal, state,
provincial and foreign laws with respect to such securities. As a condition to
the exercise of any Option, the Corporation may require the Optionee to satisfy
any qualifications that may be necessary or appropriate, to evidence compliance
with any applicable law or regulation and to make any representation or warranty
with respect thereto as may be requested by the Corporation.


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3.5      Without limiting the generality of Sections 3.3, 3.4 and 7.3 hereof,
unless a registration statement relating to the Shares covered by any Option
issued in favour of an Optionee resident in the United States of America has
been filed with the United States Securities and Exchange Commission and is
effective on the date of exercise (unless in the opinion of legal counsel to the
Corporation the Shares issuable upon exercise of the Option may be issued in
accordance with the terms of an applicable exemption from the registration
requirements of the SECURITIES ACT OF 1933), the exercise of the Option by such
Optionee will be contingent upon receipt from the Optionee of a representation
in writing satisfactory to the Board or the Committee that at the time of such
exercise it is the Optionee's then intention to acquire the Shares being
purchased for investment and not for resale or other distribution thereof to the
public in the United States of America. If such representation in writing is
required, the Board or the Committee may in its discretion inscribe an
investment legend on the share certificates issued pursuant to the exercise of
the Option. The issuance of Shares upon the exercise of the Option shall be
subject to all applicable laws, rules and regulations and Shares shall not be
issued except upon the approval of proper government agencies or Stock Exchanges
as may be required. Provided, however, the Option shall not be exercisable if at
any date of exercise, it is the opinion of counsel for the Corporation that
registration of the said Shares under the SECURITIES ACT OF 1933 or other
applicable statute or regulation is required and the Option shall again become
exercisable only if the Corporation elects to and thereafter effects a
registration of the Shares subject to the Option under the SECURITIES ACT OF
1933 or other applicable statute or regulation within the term of the Option. If
the Option may not be exercised, the Corporation shall return to the Optionee,
without interest or deduction, any funds received by it in connection with the
proposed exercise of the Option.

3.6      The Board or the Committee may establish one or more separate programs
under the Plan for the purpose of issuing particular forms of Options (including
Incentive Stock Options) to one or more classes of Eligible Persons on such
terms and conditions as determined by the Board or the Committee from time to
time. For greater certainty, if the applicable taxation, corporate-commercial,
employment or other legal regime prevailing in a particular country or
jurisdiction makes it advisable, the Board or Committee may establish an
addendum or sub-plan to the Plan covering Options granted to residents of the
particular country.

4.       SHARES SUBJECT TO THE PLAN

4.1      Options may be granted in respect of authorized and unissued Shares,
provided that the aggregate number of Shares reserved for issuance upon the
exercise of all Options granted under the Plan, subject to any adjustment of
such number pursuant to the provisions of Article 8 hereof , shall not exceed
10,500,000 (inclusive of the Tantau Incentive Options) or such greater number of
Shares as may be determined by the Board and approved by any relevant Stock
Exchange or other regulatory authority and, if required, by the shareholders of
the Corporation. Optioned Shares that are not purchased as a result of Options
having terminated or expired without being fully exercised shall not be counted
for purposes of the foregoing and shall be available for subsequent Options. No
fractional Shares may be purchased or issued under the Plan.

4.2

5.       ELIGIBILITY; GRANT; TERMS OF OPTIONS


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5.1      Subject to Section 5.2, options may be granted by the Board or the
Committee to any Eligible Individual, provided that such Eligible Individual may
elect, with the prior consent of the Board or the Committee, to have some or all
of any Options which would otherwise be granted to that Eligible Individual to
instead be granted to an Eligible Investment Vehicle of such Eligible
Individual. Such election must be made prior to the execution of the share
option agreement referred to in Section 7.4 and shall be evidenced in such
agreement.

5.2      Notwithstanding Sections 2.9 and 5.1, an Eligible Person shall not be
construed as such and the Plan shall be read to exclude from participation those
particular individuals or entities who are not eligible to receive Options
pursuant to the securities laws of the relevant jurisdiction, whether such
restriction relates to the nature or identity of the person, the nature of
services they provide, the entity which is proposed to hold the Option or
otherwise.

5.3      The aggregate number of Optioned Shares purchasable at any time
pursuant to outstanding Options issued to non-employee directors of the Company
shall not exceed 1% of the number of issued and outstanding Shares, determined
as at the time of the proposed Option grant. A non-employee director shall be
eligible for annual Option grants in an amount not to exceed such number of
Shares as shall be determined by the Human Resources and Compensation Committee
having regard to the generally prevailing practices of technology companies of
similar size and scope.

5.4      Subject as herein and otherwise specifically provided in this
Article 5, the number of Shares subject to each Option, the Option Price of each
Option, the expiration date of each Option, the extent to which each Option is
exercisable from time to time during the term of the Option and other terms and
conditions relating to each such Option shall be determined by the Board or the
Committee. The Board or the Committee may, in their entire discretion (but
subject to the consent of applicable Stock Exchanges), subsequent to the time of
granting Options hereunder, permit an Optionee to exercise any or all of the
unvested options then outstanding and granted to the Optionee under this Plan,
in which event such unvested Options then outstanding and granted to the
Optionee shall be deemed to be immediately exercisable during such period of
time as may be specified by the Board or the Committee. Provided, however, that
this provision shall not be construed so as to permit the acceleration of all or
substantially all Options outstanding under this Plan in one transaction (or as
part of a series of related transactions) in circumstances other than those
contemplated by Article 8. In addition, (i) the acceleration of the vesting of
an Option granted to a director of the Corporation pursuant to this Section 5.4;
and (ii) the re-pricing of an outstanding Option held by a director or senior
officer of the Corporation (for greater certainty, excluding adjustments
specifically contemplated in this Plan or the Option grant agreement), shall
require the consent or ratification of the Shareholders of the Corporation.

5.5      Subject to any adjustments pursuant to the provisions of Article 8
hereof, the Option Price of any Option shall in no circumstances be lower than
the Market Price determined on the date the Option is granted. If, as and when
any Shares have been duly purchased and paid for under the terms of an Option,
such Shares shall be conclusively deemed allotted and issued as fully paid and
non-assessable Shares at the price paid therefor.

5.6      The term of an Option shall not exceed 10 years from the date of the
grant of the Option.

5.7      No Options shall be granted to any Optionee if the total number of
Shares issuable to such Optionee (including any related Eligible Investment
Vehicle) under this Plan, together with any Shares reserved for issuance to such
Optionee (including any related Eligible Investment Vehicle) under options for
services or any other stock option plans or Share Compensation Arrangements,


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would exceed 5% of the number of issued and outstanding Shares. Optioned Shares
which are not purchased as a result of such Options having terminated or expired
without being fully exercised shall not be counted for purposes of the
foregoing.

5.8      An Option is personal to the Optionee and non-assignable (whether by
operation of law or otherwise), except as provided for herein. Upon any attempt
to transfer, assign, pledge, hypothecate or otherwise dispose of an Option
contrary to the provisions of the Plan, or upon the levy of any attachment or
similar process upon an Option, the Option shall, at the election of the
Corporation, cease and terminate and be of no further force or effect
whatsoever.

5.9      Notwithstanding Section 5.8 hereof, subject to obtaining all required
regulatory approvals, Options (other than Incentive Stock Options) may be
transferred or assigned between an Eligible Individual and such person's
Eligible Investment Vehicle or between Eligible Investment Vehicles of such
person, provided the assignor delivers a written notice to the Corporation, in
the manner provided in the option agreement, instrument or certificate
evidencing the Options, prior to the assignment and the Committee or the Board
approves such assignment (such consent not to be unreasonably withheld).

5.10     No Options shall be granted to any Optionee if such grant could result,
at any time, in:

         (a)      the number of Shares reserved for issuance pursuant to Options
                  granted to Insiders or issuable to Insiders pursuant to other
                  stock option or Share Compensation Arrangements exceeding 10%
                  of the number of issued and outstanding Shares; or

         (b)      the issuance to Insiders, within a one-year period, of a
                  number of Shares pursuant to the exercise of Options or other
                  Share Compensation Arrangements exceeding 10% of the number of
                  issued and outstanding Shares; or

         (c)      the issuance to any one Insider and such Insider's associates
                  (within the meaning given to such term in the SECURITIES ACT
                  (Ontario)), within a one-year period, of a number of Shares
                  exceeding 5% of the number of issued and outstanding Shares.

For the purposes of paragraphs 5.10(b) and (c), the phrase "issued and
outstanding Shares" means the number of outstanding Shares determined
immediately prior to the proposed grant and shall be determined excluding any
Shares issued pursuant to the Plan or other Share Compensation Arrangements
during the immediately preceding year.

For the purposes of Section 5.10, entitlements under Share Compensation
Arrangements granted prior to a grantee becoming an Insider shall be excluded in
determining the number of Shares issuable to Insiders.

6.       TERMINATION OR EXTENSION OF OPTION RIGHTS IN CERTAIN CIRCUMSTANCES

6.1      Subject to Sections 6.2, 6.3, 6.5 or 6.6 hereof and to any specific
resolution passed by the Committee or the Board with respect to an Option, an
Option and all rights to purchase Shares pursuant thereto shall expire and
terminate immediately upon the Optionee who holds such Option ceasing to be an
Eligible Person. For greater certainty, upon an Optionee ceasing to be an
Eligible Individual, any Eligible Investment Vehicle of such Eligible Individual
shall cease to be an Eligible Person.

6.2      The Committee or the Board may, in their entire discretion (but subject
to the requirements of the TSE and any other applicable securities regulators),
at the time of the granting of Options


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hereunder, determine the provisions relating to the expiry of an Option upon the
bankruptcy, death, Disability, retirement, termination of employment or
directorship of an Optionee with the Corporation or any Affiliate while such
Optionee holds an Option which has not been fully exercised. The provisions
relating to such expiry shall be contained in the written option agreement,
instrument or certificate between the Corporation and the Optionee.

6.3      For greater certainty, subject to Section 6.2 and the provisions of the
related grant agreement, Options shall not be affected by any termination of
employment of the Optionee or by the Optionee ceasing to be a director, officer
or consultant of the Corporation or an Affiliate thereof, provided that the
Optionee continues to be an Eligible Person and provided that the termination of
employment or other relationship was not for cause. For the purposes of this
Section 6.3, except if otherwise provided in the agreement evidencing the
Option, a determination by the Corporation that an Optionee was discharged or
other relationship terminated for "cause" shall be binding on the Optionee.

6.4      Except as specifically provided in a retirement or other benefit plan
of the Corporation or its Affiliate, grants of Options shall not be deemed
compensation for purposes of computing benefits or contributions under any
retirement plan of the Corporation or Affiliate, and shall not affect any
benefits under any other benefit plan of any kind or any benefit plan
subsequently instituted under which the availability or amount of benefits is
related to level of compensation. The Plan is not a "Retirement Plan" or
"Welfare Plan" under the United States Employee Retirement Income Security Act
of 1974, as amended. Except as shall be specifically provided in the contract of
employment or contract for provision of services, the granting of Options is at
the full discretion of the Corporation and shall, therefore, not qualify as part
of the terms of employment of the Optionee. In consideration for the grant of
the Option, the Optionee acknowledges and agrees that the value or potential
value of the Option hereby granted which is forfeited as a result of the
Optionee (including, without limitation, the related Eligible Individual)
ceasing to be an Eligible Person, shall not constitute damages in respect of
loss of office or employment and no claim may be made by or on behalf of the
Optionee against the Corporation or any of its Affiliates in respect thereof.

6.5      If the exercise of an Option within the applicable time periods set
forth in the grant agreement is prevented by the provisions of applicable law
(including as contemplated in Section 3.4 hereof), the Option shall remain
exercisable for such period of time as the Board or the Committee shall
determine in its discretion, but in any event no later than the expiry date of
the stated term of the Option (the "Option Expiry Date"). Further, if a sale of
Shares acquired upon the exercise of the Option within the applicable time
periods set forth in the grant agreement would subject the Optionee to suit
under Section 16(b) of the Securities Exchange Act of 1934, the Option shall
remain exercisable until the earliest to occur of: (i) the tenth day following
the date on which a sale of shares by the Optionee would no longer be subject to
such suit; (ii) the 180th day after the Optionee's termination of employment or
service; or (iii) the Option Expiry Date.

6.6      The Board or the Committee may, (with the consent of the TSE and other
applicable securities regulators, if required) approve a deferral of the early
termination of an Option held by an Eligible Individual in the event of such
individual taking an approved leave of absence (including sick leave, military
leave or any other leave of absence approved by management of the Corporation).
Such deferral shall not exceed six months and the vesting schedule of the Option
in question shall be suspended during the term of the leave of absence. If the
individual in question resumes his or her employment or service relationship
with the Corporation or Affiliate within such six month period, then the Option
shall not be forfeited as a result of the leave of absence and the vesting
schedule shall then resume from the point at which it was suspended. For the
purposes of Incentive Stock Options, no such leave of absence may


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exceed 90 days, unless re-employment upon expiration of such leave is guaranteed
by statute or contract, including Corporation policies.

7.       EXERCISE OF OPTIONS

7.1      Subject to the provisions of the Plan, an Option may be exercised from
time to time by delivery to the Corporation at its registered office of a
written notice of exercise in the manner provided in the option agreement,
instrument or certificate evidencing the Options addressed to the Director,
Human Resources of the Corporation specifying the number of Shares with respect
to which the Option is being exercised and, subject to such alternative
procedures set out in Section 7.2 or as may be established by the Board or the
Committee, accompanied by payment in full of the Option Price of the Shares then
being purchased. Subject to any provisions of the Plan to the contrary,
certificates for such Shares shall be issued and delivered to the Optionee
within a reasonable time following the receipt of such notice and payment.

7.2      The type of consideration to be paid for the Shares to be issued upon
the exercise of an Option shall be determined by the Board or the Committee. In
addition to any other types of consideration the Board or Committee may
determine, the Board or Committee (if such body so determines and subject to
compliance with applicable law and the rules of applicable Stock Exchanges) is
authorized to accept as consideration for Shares issued under the Plan the
following: (a) cash;

         (b)      certified cheque;

         (c)      bank draft;

         (d)      surrender of Shares or delivery of a properly executed form of
                  attestation of ownership of Shares as the Board or Committee
                  may require (including withholding of Shares otherwise
                  deliverable upon exercise of the Option) which have a Market
                  Price on the date of surrender or attestation equal to the
                  aggregate Option Price of the Shares in respect of which the
                  Option is exercised (but only to the extent that such exercise
                  of the Option would not result in a compensation charge for
                  financial reporting purposes with respect to the Shares used
                  to pay the exercise price, unless otherwise determined by the
                  Board or Committee);

         (e)      payment through a broker-dealer sale and remittance procedure
                  (including, if approved by the Board and subject to regulatory
                  approval, a loan facility to be provided by the Corporation)
                  pursuant to which the Optionee: (i) shall provide written
                  instructions to a Corporation-designated brokerage firm to
                  effect the immediate sale of some or all of the purchased
                  Shares and remit to the Corporation, out of the sale proceeds
                  available on the settlement date, sufficient funds to cover
                  the aggregate exercise price payable for the purchased Shares;
                  and (ii) shall provide written directions to the Corporation
                  to deliver the certificates for the purchased Shares directly
                  to such brokerage firm in order to complete the sale
                  transaction; or

         (f)      any combination of the foregoing methods of payment.

The Board or the Committee may at any time or from time to time, by approval of
or by amendment to the standard forms of Option agreement contemplated herein,
or by other means,


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grant Options which do not permit all of the foregoing forms of consideration to
be used in payment of the exercise price or which otherwise restrict one or more
forms of payment.

Unless the Board or Committee determines otherwise, cash, certified cheques and
bank drafts provided by Optionees who are resident Canadians as consideration
for Shares shall be denominated in Canadian dollars; cash, certified cheques and
bank drafts provided by all other Optionees may be denominated in U.S. dollars
or Canadian dollars. The Board or the Committee may prescribe one or more
published exchange rates for use in connection with exercises using a currency
other than the one specified in the grant agreement.

7.3      Notwithstanding any of the provisions contained in the Plan or in any
Option, the Corporation's obligation to issue Shares to an Optionee pursuant to
the exercise of any Option shall be subject to:

         (a)      completion of such registration or other qualification of such
                  Shares or obtaining approval of such governmental or
                  regulatory authority as the Corporation shall determine to be
                  necessary or advisable in connection with the authorization,
                  issuance or sale thereof;

         (b)      the admission of such Shares to listing on any Stock Exchange
                  on which the Shares may then be listed;

         (c)      the receipt from the Optionee of such representations,
                  warranties, agreements and undertakings, as the Corporation
                  determines to be necessary or advisable in order to safeguard
                  against the violation of the securities laws of any
                  jurisdiction; and

         (d)      the satisfaction of any conditions on exercise prescribed
                  pursuant to Article 3 hereof.

7.4      Options shall be evidenced by a share option agreement, instrument or
certificate in such form not inconsistent with this Plan as the Committee or the
Board may from time to time determine.

8.       CERTAIN ADJUSTMENTS

8.1      Appropriate adjustments as regards Options granted or to be granted,
in the number of Shares which are available for purchase and/or in the purchase
price for such Shares under the Plan and to the maximum number of Shares
available for issuance under the Plan shall be made by the Board or the
Committee to give effect to the number of Shares of the Corporation resulting
from subdivisions, consolidations or reclassifications of the Shares, the
payment of stock dividends by the Corporation (other than dividends in the
ordinary course) or other changes in the capital stock of the Corporation which
the Board or the Committee may, in its discretion, consider relevant for
purposes of ensuring that the rights of the Optionees are not prejudiced thereby
(including amalgamations, mergers, reorganizations, liquidations and similar
material transactions), subject to the approval, if required, of any Stock
Exchange on which the securities of the Corporation may be listed.

8.2      If: (a) the Corporation proposes to enter into a transaction
contemplated in Subsection 182(1) of the BUSINESS CORPORATIONS ACT (Ontario);
(b) the Corporation proposes to make an issuer bid for all or substantially all
holders of shares or proposes to enter into a merger, amalgamation or other
corporate arrangement or reorganization or to liquidate, dissolve or wind-up;
(c) an offer to


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purchase all or substantially all of the outstanding shares of the Corporation
is made by a third party; or (d) there occurs or is proposed a sale or transfer
of all, or substantially all, of the undertaking, property or assets of the
Corporation, the Board may, with appropriate notice and in a fair and equitable
manner, determine the manner in which all unexercised Option rights granted
under the Plan shall be treated including, for example, requiring the
acceleration of the expiry time for the exercise of such rights by the Optionees
and of the time for the fulfilment of any conditions or restrictions on such
exercise, and/or declaring that each outstanding Option shall be automatically
vested and exercisable in full. All determinations of the Board pursuant to this
Section 8.2 (including a determination that it would be appropriate not to make
an adjustment in the circumstances) shall be conclusive and final.

8.3      If at any time after the grant of an Option to any Optionee and prior
to the expiration of the term of such Option: (i) the Shares shall be
reclassified, reorganized or otherwise changed, otherwise than as specified in
Section 8.1; or (ii) subject to the provisions of Section 8.2 and Article 9
hereof, the Corporation shall consolidate, merge or amalgamate with or into
another corporation (the corporation resulting or continuing from such
consolidation, merger or amalgamation being herein called the "Successor
Corporation"), the Optionee shall be entitled to receive upon the subsequent
exercise of his or her Option in accordance with the terms hereof and shall
accept in lieu of the number of Shares to which he or she was theretofore
entitled upon such exercise, but for the same aggregate consideration payable
therefor, the aggregate number of shares of the appropriate class and/or other
securities of the Corporation or the Successor Corporation (as the case may be)
and/or other consideration from the Corporation or the Successor Corporation (as
the case may be) that the Optionee would have been entitled to receive as a
result of such reclassification, reorganization or other change or, subject to
the provisions of Article 9 hereof, as a result of such consolidation, merger or
amalgamation, if on the record date of such reclassification, reorganization or
other change or the effective date of such consolidation, merger or
amalgamation, as the case may be, he or she had been the registered holder of
the number of Shares to which he or she was theretofore entitled upon such
exercise.

9.       CHANGE OF CONTROL

9.1      If an offer is made to purchase outstanding voting shares of the
Corporation and it is accepted and completed in respect of a sufficient number
of holders of such shares to constitute the offeror (together with such other
persons as may be considered to be "acting jointly or in concert" with the
offeror within the meaning given to such term in Section 91 of the SECURITIES
ACT (Ontario)) a shareholder of the Corporation entitled to exercise more than
50% of the voting rights attached to the outstanding voting shares (provided
that prior to the offer, the offeror and such other persons (collectively, the
"Control Group") were not entitled to exercise more than 50% of the voting
rights attached to the outstanding voting shares) or if there is a
consolidation, merger or amalgamation of the Corporation with or into any other
corporation whereby the voting shareholders of the Corporation immediately prior
to the consolidation, merger or amalgamation receive shares entitled to exercise
less than 50% of the voting rights attaching to the voting shares of the
consolidated, merged or amalgamated corporation, including a sale whereby all or
substantially all of the Corporation's undertakings and assets become the
property of any other corporation, then an Optionee shall, notwithstanding the
provisions of Section 3.2(e) and Section 5.4 hereof and the written option
agreements, instruments or certificates evidencing such Option, immediately be
entitled to exercise such Option with respect to all of the Shares subject to
the Option and not yet purchased thereunder.

         In addition, if an offer is made to purchase 50% or more of the
outstanding voting shares of the Corporation (the "Offer") and the terms of such
Offer permit the tendering of Shares by notice of


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<PAGE>

guaranteed delivery or similar procedure in order to permit the participation in
such Offer by the holders of Options, an Optionee shall, notwithstanding Section
3.2(e) and Section 5.4 hereof and the written option agreements, instruments or
certificates evidencing such Option, have the right to exercise his or her
Options (for purposes of tendering to the Offer) as to the full amount of Shares
purchasable thereunder whether or not then vested, conditional only upon
completion of the Offer, and to tender the Shares to be purchased from the
Optionee and which are issuable pursuant to such Options to the Offer by notice
of guaranteed delivery or similar procedure, provided that arrangements for
payment of the exercise price satisfactory to the Corporation and in compliance
with applicable law and Stock Exchange requirements are made and the Corporation
will take all reasonable steps necessary to facilitate such conditional exercise
of Options and such tender of Shares.

10.      AMENDMENT OR DISCONTINUANCE OF THE PLAN

10.1     The Board may amend the Plan at any time and from time to time without
the consent of the Optionees, and the Plan, as amended, shall govern the rights
and obligations of the Corporation and the Optionees with respect to all then
outstanding Options; provided that: (a) unless the change is required by any
securities commission, Stock Exchange or other governmental or regulatory body
of any jurisdiction to which the Plan or the Corporation now is or hereafter
becomes subject, no such action may materially and adversely affect the rights
of an Optionee under any Options then outstanding without the consent of such
Optionee; and (b) if required by applicable law or the rules of any Stock
Exchange on which the securities of the Corporation are then listed, shareholder
approval and other regulatory approval of the amended form of the Plan is
received. Pending such required approvals, additional Options may be granted
under the provisions of the Plan, as amended, provided that all such required
approvals are received prior to the issuance of any Shares of the Corporation on
the exercise of any such additional Options.

10.2     Notwithstanding the provisions of this Article 10, should changes be
required to the Plan by any securities commission, Stock Exchange or other
governmental or regulatory body of any jurisdiction to which the Plan or the
Corporation now is or hereafter becomes subject, such changes shall be made to
the Plan as are necessary to conform with such requirements and, if such changes
are approved by the Board, the Plan, as amended, shall be filed with the records
of the Corporation and shall remain in full force and effect in its amended form
as of and from the date of its adoption by the Board.

10.3     The Board may suspend or terminate this Plan or any portion of it at
any time in accordance with applicable legislation, and subject to any required
regulatory or shareholder approval.

10.4     Except as otherwise provided in this Plan, no suspension or termination
may, without the consent of the affected Optionee, alter or impair any Option,
or any right pursuant thereto, granted previously to any Eligible Person.

10.5     If this Plan is terminated, the provisions of this Plan and any
administrative guidelines and other rules adopted by the Board or the Committee
which are in force at the time this Plan is terminated, will continue in effect
as long as any Option, or any right pursuant thereto, remains outstanding.
However, notwithstanding the termination of this Plan, the Board or the
Committee may make amendments to this Plan, or to any Option, that they would be
entitled to make if this Plan were still in effect.

11.      MISCELLANEOUS PROVISIONS


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<PAGE>

11.1     An Optionee shall not have any rights as a shareholder of the
Corporation with respect to any of the Shares covered by such Option until the
date of issuance of the Share on the records of the Corporation maintained by
its Registrar and Transfer Agent upon the exercise of such Option, in full or in
part, and then only with respect to the Shares being issued. Without in any way
limiting the generality of the foregoing, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
Shares are issued.

11.2     Nothing in the Plan or any Option shall confer upon an Optionee any
right to continue or be re-elected as a director, officer or consultant of, or
any right to continue in the employ of the Corporation any Affiliate, or affect
in any way the right of the Corporation or any Affiliate to terminate his or her
employment or to terminate any contract of service at any time; nor shall
anything in the Plan or any Option be deemed or construed to constitute an
agreement, or an expression of intent, on the part of the Corporation or any
Affiliate, to extend the employment of, or extend the term of an agreement with,
any Optionee beyond the time which he or she would normally be retired pursuant
to the provisions of any present or future retirement plan of the Corporation or
any Affiliate or any present or future retirement policy of the Corporation or
any Affiliate or beyond the time at which he or she would otherwise be retired
pursuant to the provisions of any contract of employment with the Corporation or
any Affiliate.

11.3 A valid exercise of an Option is subject to other reasonable procedures as
prescribed by the Corporation from time to time.

11.4     The Corporation or any Affiliate may take such steps as are considered
necessary or appropriate for the withholding of any taxes which the Corporation
or the Affiliate, as the case may be, is required by any law or regulation of
any governmental authority whatsoever to withhold in connection with any Option
or Share including, without limiting the generality of the foregoing, the
withholding of all or any portion of any payment or the withholding of the issue
of Shares to be issued upon the exercise of any Option, until such time as the
Optionee has paid the Corporation or the Affiliate for any amount which the
Corporation or the Affiliate is required to withhold with respect to such taxes.

11.5     The Corporation will use its reasonable best efforts to process any
exercise of the vested portion of any Option within three business days after
all necessary procedures required for a valid exercise have been complied with
by the Optionee. The Corporation shall not be responsible for any delay in
responding to a valid exercise of Options due to inadvertence or otherwise in
completing the exercise procedures or for any decline in value of the Shares in
respect of which the Option is being exercised.

11.6     The Plan and all matters to which reference is made herein shall be
governed by and interpreted in accordance with the laws of the Province of
Ontario and the laws of Canada applicable therein. Provided, however, that
where indicated in the Option grant agreement or required as a matter of
employment law in the jurisdiction of the Optionee (the "Foreign
Jurisdiction"), the concept of "cause" shall be construed in accordance with
the laws of the Foreign Jurisdiction. The Optionee by virtue of accepting the
Option submits to the exclusive jurisdiction of the Courts of the Province of
Ontario with respect to any interpretation or dispute or other action or
proceeding with respect to the Plan.

                                      -13-
<PAGE>

12.      SHAREHOLDER AND REGULATORY APPROVAL; TERM

12.1     The Plan shall be subject to ratification by the shareholders of the
Corporation to be effected by a resolution passed at a meeting of the
shareholders of the Corporation, and to acceptance by the TSE and any other
relevant regulatory authority. Any Options granted prior to such ratification
and acceptance shall be conditional upon such ratification and acceptance being
given and no such Options may be exercised unless and until such ratification
and acceptance are given.

12.2     Once effective, the Plan shall replace all other stock option plans of
the Corporation then in effect, provided that no options issued and outstanding
under such plans shall be affected by such replacement and such options shall
continue to be governed by the terms of the plans under which they were issued.

12.3     Amended and restated effective as of March 12, 2001.



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