Exhibit 4.2

                                             DSI DATOTECH SYSTEMS INC.

                                              1996 STOCK OPTION PLAN


1.       INTERPRETATION

1.1 Defined  Terms - For the purposes of this Plan,  the  following  terms shall
have the following meanings:

     (a) "Affiliate" means a Parent Corporation or a Subsidiary Corporation of a
corporation;

     (b)  "Associate"  means,  where used to  indicate a  relationship  with any
Person,

     (i) any relative of that Person,

     (ii) any person of the  opposite sex to whom that Person is married or with
whom that Person is living in a conjugal relationship outside marriage,

     (iii) any  relative of a Person  mentioned  in clause (ii) who has the same
home as that Person,

                   (iv)    any partner of that Person,

     (v) any trust or estate in which such Person has a  substantial  beneficial
interest or as to which such Person serves as trustee or in a similar  capacity,
or

     (vi) any corporation of which such Person  beneficially  owns,  directly or
indirectly,  voting  securities  carrying  more than ten  percent  of the voting
rights attached to all outstanding voting securities of the corporation;

     (c) "Beneficial  Owner" of a security  includes any Person who, directly or
indirectly,  through any contract,  arrangement  understanding,  relationship or
otherwise  has voting  power over the security or the power to dispose or direct
the  disposition  of the  security,  and any  Person  who  uses a trust or other
arrangement  with the purpose or effect of divesting  such Person of  beneficial
ownership as part of a plan to evade the reporting requirements of section 13 of
the Exchange Act shall be deemed to be the Beneficial Owner of the security;

     (d) "Board" means the Board of Directors of the Company;

     (e) "Code"  means the  United  States  Internal  Revenue  Code of 1986,  as
amended from time to time;



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                                                         2

     (f) "Committee" means a committee of the Board appointed in accordance with
this Plan, or if no such committee is appointed, the Board itself;

          (g)      "Company" means DSI Datotech Systems Inc. and its Affiliates;

     (h)  "Date of  Grant"  means  the date on  which a grant  of an  Option  is
effective;

     (i) "Direct or Indirect  Ownership" of securities by a Person is calculated
in accordance with the following rules:

     (i) the Person shall be deemed to own stoc owned,  directly or  indirectly,
by or for his brothers and sisters  (including  half-brothers and half-sisters),
spouse, ancestors and lineal descendants, and

     (ii)  stock  owned,  directly  or  indirectly,  b  or  for  a  corporation,
partnership,  estate or trust, shall be deemed to be owned proportionately by or
for its shareholders, partners or beneficiaries;

     (j)  "Disability"  means  a  medically   determinable  physical  or  mental
impairment expected to result in death or to last for a continuous period of not
less than 12 months  which  causes an  individual  to be unable to engage in any
substantial gainful activity;

     (k)   "Disinterested   Person"   means  a  director  who   qualifies  as  a
"Disinterested Person" as defined in subclause 240.16b-3(c)(2)(i) of Title 17 of
the Code of Federal Regulations of the United States; meaning a director who has
not been granted or awarded equity securities  pursuant to the Plan or any other
plan of the  Company for one year prior to the  initiation  of his service as an
administrator of the Plan, other than securities  received pursuant to an annual
retainer fee;

     (1)  "Disposition"  includes a sale,  exchange,  gift, or transfer of legal
tide, but does not include a pledge,  hypothecation,  transfer from a descendent
to an  estate,  transfer  by  bequest  or  inheritance,  or the  other  excepted
circumstances referred to in section 424(c) of the Code;

     (m)  "Domestic  Relations  Successor"  means a person  entitled  to receive
transfer of ownership of an Option  pursuant to a Qualified  Domestic  Relations
Order;

     (n)  "Effective  Date"  means the  effective  date of this  Plan,  which is
November 15, 1996;

     (o) "Exchange Act" means the Securities Exchange Ac of 1934, as amended;



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                                                         3

     (p) "Fair Market Value" means:

     (i) where the Shares are listed for tradin on the VSE, the closing price of
the Shares on the VSE,

     (ii) where the Shares are publicly  traded but are not  listed for trading
on the VSE, the closing  price of the Shares on such stock  exchange or over the
counter market as may be selected for such purpose by the Committee, or

     (iii)  where  the  Shares  are not  publicly  traded,  the  value  which is
determined  by the  Committee  to be the fair value of the Shares at the Date of
Grant,   taking  into   consideration  all  factors  that  the  Committee  deems
appropriate,  including, without limitation, recent sale and offer prices of the
Shares in private transactions negotiated at arm's length;

     (q) "Guardian" means the guardian, if any, appointed for an Optionee;

(r) "ISO" means an Option  granted to an employee of the Company that  qualifies
as an  "incentive  stock option" for  purposes of section 422 of the Code and is
therefore subject to favorable tax treatment under the Code;

     (s) "ISO Optionee" means an Optionee to whom an ISO has been granted;

(to) "Modification"  means any change in the terms of an Option  which gives the
Optionee additional benefits under the Option, but such change shall not include
a change in the terms of an Option:

     (i) to make the Option not  transferable  other than by will or the laws of
descent and distribution,

     (ii)  to make  the  Option  exercisable  only by the  Optionee  during  his
lifetime,

     (iii) in the case of an Option  not  immediately  exercisable  in full,  to
accelerate the time within which the Option may be exercised, or

     (iv) attributable to the issuance or assumption of an Option by reason of a
corporate merger,  consolidation,  acquisition of property or stock, separation,
reorganization  or liquidation if the new Option or assumption of the old Option
does not give the Optionee  additional  benefits which he did not have under the
old Option;



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                                                         4

(u)  "Non-ISO"  means an Option  that is not an "  incentive  stock  option" for
purposes of section 422 of the Code,  and is therefore  not subject to favorable
tax treatment under the Code;

     (v)  "Non-ISO  Optionee"  means  an  Optionee  to whom a  Non-ISO  has been
granted;

     (w) "Option"  means an option to purchase  Shares  granted  pursuant to the
terms of this Plan;

     (x) "Option Agreement" means a written agreement between the Company and an
Optionee, specifying the terms of the Option being granted to the Optionee under
the Plan;

     (y) "Option  Price"  means the price at which an Option is  exercisable  to
purchase Shares;

     (z) "Optionee" means a person to whom an Option has been granted;

     (aa) "Parent  Corporation"  means any  corporation  in a unbroken  chain of
corporations  ending with the Company if, at the Date of Grant, each corporation
other  than the  Company  owns stock  possessing  50 percent or mor of the total
combined  voting power of all classes of stock in one of the other  corporations
in such chain;

     (bb) "Person" means a natural  person,  company,  government,  or political
subdivision  or agency of a  government;  and where two or more Persons act as a
partnership,  limited  partnership,  syndicate or other group for the purpose of
acquiring,  holding or disposing of securities of an issuer,  such  syndicate or
group shall be deemed to be a Person;

     (cc) "Plan" means this Stock Option Plan of the Company;

     (dd) "Qualified  Domestic  Relations Order" means a judgment or order which
relates to the provision of child support,  alimony payment or marital  property
rights to a spouse, former spouse, child or other dependent of an Optionee, made
pursuant to domestic  relations law of a state of the United  States,  and which
meets all the requirements of section 414(p) of the Code;

     (ee) "Qualified Successor" means a person who is:

     (i) entitled to  ownership  of an Option upo the death of an ISO  Optionee,
pursuant  to a will or the  applicable  laws of descent  and  distribution  upon
death, or

     (ii) a Domestic Relations Successor of an Optionee;


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                                                         5


     (ff) "Shares"  means the common shares  without par value in the capital of
the Company;

     (gg) "Subsidiary Corporation" means any corporation in an unbroken chain of
corporations  beginning  with the Company if, at the Date of Grant,  each of the
corporations other than the last corporation owns stock possessing 50 percent or
more of the total  combined  voting  power of all classes of stock in one of the
other corporations in such chain;

     (hh) "Term" means the period of time during which an Option is exercisable;

     (ii) "Terminating Event" means:

     (i) the dissolution or liquidation of the Company,

     (ii) a merger or consolidation of the Company with one or more corporations
as a result of which,  immediately  following such merger or consolidation,  the
shareholders  of the  Company as a group  will hold less than a majority  of the
outstanding capital stock of the surviving corporation,

     (iii)  the  sale or other  disposition  of all o  substantially  all of the
assets of the Company,

     (iv) the  occurrence of an event  whereby any Person or entity  becomes the
Beneficial Owner of Shares representing 50% or more of the combined voting power
of the voting securities of the Company, or

     (v) a material  change in the  capital  structure  of the  Company  that is
deemed to be a Terminating  Event by virtue of the last sentence of Section 11.1
of this Plan or by virtue of Section 11.4 of its Plan;

          (jj)     "VSE" means the Vancouver Stock Exchange.


     2. STATEMENT OF PURPOSE

2.1 Principal  purposes - The principal  purposes of the Plan are to provide the
Company with the advantages of the incentive  inherent in stock ownership on the
part of employees,  officers,  directors,  and  consultants  responsible for the
continued  success of the Company;  to create in such  individuals a proprietary
interest in, and a greater  concern for, the welfare and success of the Company;
to encourage  such  individuals  to remain with the Company;  and to attract new
employees, officers, directors and consultants to the Company.



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2.2 ISOs and  Non-ISOs - Under this Plan,  the Company may grant  either ISOs or
Non- ISOs.  Each ISO granted  hereunder is intended to  constitute an "incentive
stock  option," for the  purposes of section 422 of the Code,  and this Plan and
each such ISO is intended to comply with all of the  requirements of Section 422
of the Code and of all other  provisions  of the Code  applicable  to "incentive
stock options" and to plans issuing the same. Each Non-ISO granted  hereunder is
intended to constitute an Option that is not an "incentive stock option" for the
purposes  of  section  422 of the  Code,  and  that  does  not  comply  with the
requirements of Section 422 of the Code.

2.3 Benefit to  shareholders - The Plan is expected to benefit  shareholders  by
enabling the Company to attract and retain  personnel of the highest  caliber by
offering  them an  opportunity  to share in any  increase in value of the Shares
resulting from their efforts.

3.                 ADMINISTRATION

3.1 Board or  Committee  - The Plan shall be  administered  by the Board or by a
Committee appointed in accordance with Section 3.2 or 3.4(b) below.

3.2  Appointment  of  Committee - The Board may at any time appoint a Committee,
consisting of not less than two of its members, to administer the Plan on behalf
of the Board in  accordance  with such  terms  and  conditions  as the Board may
prescribe,  consistent  with this Plan.  Once  appointed,  the  Committee  shall
continue to serve until otherwise  directed by the Board. From time to time, the
Board may increase the size of the  Committee  and appoint  additional  members,
remove  members (with or without  cause) and appoint new members in their place,
fill  vacancies  however  caused,  or remove all  members of the  Committee  and
thereafter directly administer the Plan.

3.3  Quorum  and  voting - A majority  of the  members  of the  Committee  shall
constitute  a quorum,  and,  subject to the  limitations  in this Section 3, all
actions of the  Committee  shall  require  the  affirmative  vote of members who
constitute  a majority  of such  quorum.  Members of the  Committee  who are not
Disinterested  Persons may vote on any matters  affecting the  administration of
the Plan or the  grant of  Options  pursuant  to the Plan,  except  that no such
member  shall act upon the granting of an Option to himself (but any such member
may be counted in  determining  the  existence of a quorum at any meeting of the
Committee  during  which action is taken with respect to the granting of Options
to him).

3.4   Administration   of  Plan  upon   registration  of  equity   securities  -
Notwithstanding  the  foregoing  provisions  of this  Section 3, if the  Company
registers  any  class of any  equity  security  pursuant  to  section  12 of the
Exchange Act the Plan shall, from the effective date of such registration  until
six months  after the  termination  of such  registration,  be  administered  as
follows:

     (a) the Plan shall be  administered  by the Board so long as each member of
the Board is a Disinterested Person; and,



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     (b) if at any time not all members of the Board are Disinterested  Persons,
then the  Board  shall  appoint  a  Committee  consisting  of two or more of its
members, all of whom are Disinterested  Persons, to administer the Plan o behalf
of the Board in  accordance  with such  terms  and  conditions  as the Board may
prescribe,  consistent  with this Plan.  Once  appointed,  the  Committee  shall
continue to serve until otherwise  directed by the Board.  From time to time the
Board may increase the size of the Committee and appoint additional members (all
of whom shall b Disinterested  Persons),  remove members (with or without cause)
and appoint new members in their place, fill vacancies however caused, or remove
all members of the Committee and thereafter directly administer the Plan so long
as all members of the Board are Disinterested Persons. At no time shall a person
who is not a  Disinterested  Person serve on the Committee  appointed under this
Section  3.4%,  no shall  such  Committee  at any time  consist of less than two
members of the Board.

     3.5 Powers of Committee - Any Committee appointed ------------------- under
Section 3.2 or 3.4(b) above shall have the authority to do the following:

     (a) administer the Plan in accordance with its express terms;

     (b) determine all questions arising in connection with the  administration,
interpretation, and application of the Plan, including all questions relating to
the value of the Shares;

     (c)  correct  any  defect,   supply  any  information,   or  reconcile  any
inconsistency  in the Plan in such  manner and to such extent as shall be deemed
necessary or advisable to carry out the purposes of the Plan;

     (d) prescribe,  amend,  and rescind rules and  regulations  relating to the
administration of the Plan;

     (e) determine the duration and purposes of leaves o absence from employment
which  may be  granted  to  Optionees  without  constituting  a  termination  of
employment for purposes of the Plan;

     (f) do the following with respect to the granting o Options:

     (i) determine the employees,  officers,  directors,  or consultants to whom
Options  shall be granted,  based on the  eligibility  criteria  set out in this
Plan,

     (ii) determine whether such Options shall b ISOs or Non-ISOs,

     (iii)  determine  the terms and  provisions  of the Option  Agreement to be
entered  into with any Optionee  (which need not be identical  with the terms of
any other Option Agreement),


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                                                         8

     (iv) amend the terms and  provisions  of Option  Agreements,  provided  the
Committee obtains:

     (A) the consent of the Optionee; and

     (B) the approval of any stock exchange on which the Company is listed,

     (v) determine when Options shall be granted,

     (vi) determine the number of Shares subject to each Option, and

     (g) make all other determinations necessary or advisable for administration
of the Plan.

3.6 Obtain regulatory  approvals - In administering this Plan the Committee will
obtain any  regulatory  approvals  which may be required  pursuant to applicable
securities  laws or the rules of any stock  exchange  on which  the  Company  is
listed.

3.7 Administration by Committee - The Committee's  exercise of the authority set
out in Section 3.5 shall be  consistent  with the intent that ISOs issued  under
the Plan be  qualified  under the  terms of  Section  422 of the Code,  and that
Non-ISOs shall not be so qualified.  All determinations made by the Committee in
good faith on matters referred to in Section 3.5 shall be final, conclusive, and
binding  upon all  Persons.  The  Committee  shall have all powers  necessary or
appropriate  to  accomplish  its  duties  under  this  Plan.  In  addition,  the
Committee's  administration of the Plan shall in all respects be consistent with
the policies and rules of the VSE governing the granting of stock options for so
long as the Shares are  listed on the VSE and any other  regulatory  authorities
having jurisdiction.

4.                 ELIGIBILITY

4.1  Eligibility  for ISOs - ISOs may be granted to any employee of the Company,
including directors or officers of the Company who are employees of the Company.
An Optionee  who is not an employee of the Company is not eligible to receive an
ISO under the Plan.

     4.2  Eligibility  for Non-ISOs - Non-ISOs  may be granted to any  employee,
officer, director ------------------------- or consultant of the Company.

4.3 No violation of securities laws - No Option shall be granted to any Optionee
unless  the  Committee  has  determined  that the grant of such  Option  and the
exercise  thereof by the  Optionee  will not violate the  securities  law of the
jurisdiction where the Optionee resides.

4.4 Limit on maximum  grant to any Optionee -  Notwithstanding  anything in this
Plan to the  contrary,  no officer or  employee  of the  Company  shall  receive
Options exercisable for more than 750,000 Shares over any three year period.


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                                                         9


5.                 SHARES SUBJECT TO THE PLAN

5.1 Number of Shares - The  Committee,  from time to time,  may grant Options to
purchase an aggregate of up to 1,500,000 Shares, subject to regulatory approval,
to be made  available  from  authorized,  but  unissued or  reacquired,  Shares,
provided  that not more than  750,000  options may be granted to  directors  and
officers in management,  administration and investor relations and the remaining
options may be granted to employees and  consultants and members of any advisory
board working in the research,  development,  marketing and commercialization of
gesture interface control systems and other technology developed by the Company.
In calculating the foregoing  1,500,000 Shares,  the Committee shall include all
Shares subject to options  outstanding  prior to the Effective Date of the Plan.
The  foregoing  number of Shares shall be  adjusted,  where  necessary,  to take
account of the events referred to in Section 11 hereof

5.2 Decrease in number of Shares  subject to Plan - Upon  exercise of an Option,
the number of Shares  thereafter  available  under the Plan and under the Option
shall decrease by the number of Shares as to which the Option was exercised.

5.3 Expiry of option - If an Option expires or terminates for any reason without
having been exercised in full,  the  unpurchased  Shares  subject  thereto shall
again be available for the purposes of the Plan.

5.4  Reservation  of Shares - The  Company  will at all times  reserve  and keep
available  such  number  of  Shares  as  shall  be  sufficient  to  satisfy  the
requirements of the Plan.

6.                 OPTION TERMS
                   ------------

6.1 Option agreement - With respect to each Option to be granted to an Optionee,
the Committee shall specify the following terms in the Option Agreement  between
the Company and the Optionee:

     (a) whether such Option is an ISO or a Non-ISO;

          (b)      the number of Shares  subject to  purchase  pursuant  to such
                   Option, provided that so long as the Shares are listed on the
                   VSE,  the number of Shares  reserved  for issuance to any one
                   person  pursuant  to  Options  does  not  exceed  5%  of  the
                   outstanding Shares;

          (c)      Date of Grant;

          (d)      the Term, provided that:



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                                                        10

     (i) the Term shall in no event be more than ten years following the Date of
Grant provided that while the Company is listed on the Venture Board of the VSE,
the Term shall be not more than five years from the Date of Grant; and

     (ii) if an ISO Option is granted  to an  Optionee  who on the Date of Grant
has Direct or Indirect  Ownership of more than 10% of the total combined  voting
power of all classes of stock of the  Company,  the Term of the Option shall not
exceed five years;

     (e) the Option Price, provided that,

     (i) so long as the Shares are listed on th VSE,  the Option Price shall not
be less than the Fair Market  Value of the Shares on the  trading day  preceding
the Date of Grant; and

     (ii) if an ISO Option is granted  to an  Optionee  who on the Date of Grant
has Direct or Indirect  Ownership of more than 10% of the total combined  voting
power of all classes of stock of the Company,  then the Option Price shall be at
least 110% of the Fair Market Value of the Shares on the Date of Grant;

     (f) any vesting schedule upon which the exercise of an Option is contingent
provided that each Option must be subject to a vesting  schedule under which not
more than 25% of the initial  aggregate  number of Shares which may be purchased
under the Option may vest in any six month period, on a cumulative basis; and

     (g) such other terms and  conditions as the Committee  deems  advisable and
are consistent with the purposes of this Plan.

6.2 No grant after ten years from  effective  date - No Option  shall be granted
under the Plan later than ten years from the Effective Date of the Plan.  Except
as expressly provided herein,  nothing contained in this Plan shall require that
the terms and conditions of Options granted under the Plan be uniform.

6.3 No Disposition  for six months - An Optionee who is subject to section 16 of
the Exchange Act shall not make a Disposition of any Shares issued upon exercise
of an Option unless at least six months has elapsed between the Date of Grant of
the Option and the date of  Disposition  of the Shares  issued upon  exercise of
such Option.

7.                LIMITATION ON GRANTS OF OPTIONS

     7.1 Non-ISO if Exceed  $100.000 (U.S.) - If the aggregate Fair Market Value
of: --------------------------------



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                                                        11

     (a) Shares  underlying  ISOs which have been  granted to an Optionee  under
this Plan and which are  exercisable  for the first time during a calendar year,
and

     (b) Shares  underlying  incentive  stock options which have been granted to
such Optionee under any other plan of the Company and which are  exercisable for
the first time during that calendar year,

exceeds $100,000 (U.S.),  as such amount may be adjusted from time to time under
Section 422(d) of the Code, then to the extent of such excess such Options shall
be treated as Non-ISOs.

7.2 ISO Optionee  owning  greater than 10% of voting  securities - The Committee
may grant an ISO to an employee of the Company  who, at the Date of Grant,  owns
securities  of the  Company  representing  more than 10% of the  total  combined
voting power of all classes of stock of the Company only if:

     (a) the  Option  Price is at least  110% of the  Fair  Market  Value of the
Shares at the Date of Grant; and

     (b) the Term is five years or less.


8.                 EXERCISE OF OPTION
                   ------------------

8.1 Method of Exercise - Subject to any  limitations or conditions  imposed upon
an Optionee pursuant to the Option Agreement or Section 6 above, an Optionee may
exercise  an Option by giving  written  notice  thereof  to the  Company  at its
principal place of business or as otherwise indicated by the Company in writing.

8.2  Payment of Option  price - The  notice  described  in Section  8.1 shall be
accompanied  by full  payment of the  aggregate  Option  Price to the extent the
Option is so exercised,  and full payment of any amounts the Company  determines
must be  withheld  for tax  purposes  from the  Optionee  pursuant to the Option
Agreement. Such payment shall be:

     (a) in lawful money (Canadian funds) in cash or by check;

     (b) at the  discretion  of the  Committee  and if such form of  payment  is
permitted  under the corporate laws then  governing the Company,  by delivery of
the  Optionee's  personal  recourse  note  bearing  interest  at a  rate  deemed
appropriate by the Committee;

          (c)      at  the  discretion  of the  Committee,  and  subject  to all
                   applicable  securities laws, through delivery by the Optionee
                   and/or  withholding  the Company,  of Shares  having a market
                   value as of the date of exercise  equal to the cash  exercise
                   price  of the  Option  plus  any  amounts  that  the  Company
                   determines must be withheld from the


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                                                        12

     Optionee for U.S. or Canadian tax purposes. The market value of each of the
Shares  on the  date of  delivery  shall  be  determined  in good  faith  by the
Committee, which determination shall be binding for all purposes hereunder; or

     (d) at the  discretion of the  Committee,  by any  combination  of Sections
8.2(a) to 8.2(c) above.

8.3 Issuance of stock  certificate - As soon ~s practicable after exercise of an
Option in accordance with Sections 8.1 and 8.2 above,  the Company shall issue a
stock  certificate  evidencing  the Shares with  respect to which the Option has
been exercised.  Until the issuance of such stock certificate,  no right to vote
or receive  dividends  or any other  rights as a  shareholder  shall  exist with
respect  to  such  Shares,  notwithstanding  the  exercise  of  the  Option.  No
adjustment  will be made for a dividend or other right for which the record date
is prior to the date the stock  certificate  is issued,  except as  provided  in
Section 11 below.


9.                 TRANSFERABILITY OF OPTIONS

9.1  Non-transferable  - Except as provided otherwise in this Section 9, Options
are non- assignable and non-transferable.

9.2 Death of  Optionee - If the  employment  of an  Optionee  as an  employee or
consultant  of the Company,  or the position of an Optionee as a director of the
Company,  terminates  as a result of his or her death,  any Options held by such
Optionee shall pass to the Qualified Successor of the Optionee, and

     (a) in the case of an ISO, shall be exercisable by the Qualified  Successor
for a period of six months following such death, and

     (b) in the  case  of a  Non-ISO,  shall  be  exercisable  by the  Qualified
Successor for a period of 12 months following such death.

9.3  Disability of Optionee - If the employment of an Optionee as an employee or
consultant  of the Company,  or the position of an Optionee as a director of the
Company,  is terminated by the Company by reason of such Optionee's  Disability,
any Option  held by such  Optionee  that could have been  exercised  immediately
prior to such  termination of employment  shall be exercisable by such Optionee,
or by his  Guardian,  for a period  of one year  following  the  termination  of
employment of such Optionee.


9.4  Disability  and death of  Optionee  - If an  Optionee  who has ceased to be
employed by the Company by reason of such Optionee's  Disability dies within six
months after the termination of


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                                                        13

such employment, any Option held by such Optionee that could have been exercised
immediately  prior to his or her death shall pass to the Qualified  Successor of
such Optionee, and shall be exercisable by the Qualified Successor

     (a) in the case of an ISO, for a period of six months  following  the death
of such Optionee, and

     (b) in the case of a Non-ISO, for a period of 12 months following the death
of such Optionee.

9.5 Qualified  Domestic Relations Order - In the event that a Qualified Domestic
Relations  Order  mandates  the  transfer  of any  Option  that  could have been
exercised  immediately  prior to the  issuance of such order,  such Option shall
pass to the  Domestic  Relations  Successor,  and shall be  exercisable  by such
person  or  persons  in  accordance  with  the  terms of the  applicable  Option
Agreement.

9.6 Vesting - Options held by a Qualified Successor or exercisable by a Guardian
shall,  during  the  period  prior to  their  termination,  continue  to vest in
accordance with any vesting schedule to which such Options are subject.

9.7  Unanimous  agreement  - If two or more  persons  constitute  the  Qualified
Successor or the Guardian of an Optionee, the rights of such Qualified Successor
or such Guardian shall be exercisable only upon the unanimous  agreement of such
persons.

9.8  Deemed  non-interruption  of  employment  -  Employment  shall be deemed to
continue  intact  during any  military or sick leave or other bona fide leave of
absence if the  period of such leave does not exceed 90 days or, if longer,  for
so long as the Optionee's  right to reemployment  with the Company is guaranteed
either by statute or by  contract.  If the period of such leave  exceeds 90 days
and the Optionee's reemployment is not so guaranteed, then his or her employment
shall be deemed to have terminated on the ninety-first day of such leave.

10.                TERMINATION OF OPTIONS

10.1 Termination of Options - To the extent not earlier  exercised or terminated
in accordance with section 9 above, an Option shall terminate at the earliest of
the following dates:

     (a) the termination date specified for such Option in the Option Agreement;

     (b) where the Optionee's position as an employee, consultant or director of
the Company is terminated for just cause,  the date of such termination for just
cause;

     (c) where the Optionee's position as an employee, consultant or director of
the Company terminates for a reason other than the Optionee's Disability, death,
or


<PAGE>


                                                        14

                   termination  for  just  cause,  30 days  after  such  date of
                   termination,  or upon the Optionee making written application
                   to the Committee  and  receiving  the written  consent of the
                   Committee,  which  consent may be given at the  discretion of
                   the Committee, up to 90 days after such date of termination;

     (d) the date of any sale,  transfer,  assignment or  hypothecation,  or any
attempted  sale,  transfer,  assignment  or  hypothecation,  of such  Option  in
violation of Section 9.1 above; and

     (e) the date  specified in Section 11.2 below for such  termination  in the
event of a Terminating Event.

11.               ADJUSTMENTS TO OPTIONS

11.1 Alteration in capital structure - If there is a material  alteration in the
capital structure of the Company resulting from a recapitalization, stock split,
reverse stock split, stock dividend, or otherwise, the Committee shall make such
adjustments to this Plan and to the Options then outstanding  under this Plan as
the  Committee   determines   to  be   appropriate   and  equitable   under  the
circumstances,  so that the  proportionate  interest  of each holder of any such
Option shall, to the extent practicable,  be maintained as before the occurrence
of such event Such adjustments may include,  without  limitation (a) a change in
the number or kind of shares of stock of the  Company  covered by such  Options,
and (b) a change in the Option Price payable per share; provided,  however, that
the aggregate  Option Price  applicable to the  unexercised  portion of existing
Options shall not be altered,  it being intended that any adjustments  made with
respect to such  Options  shall apply only to the price per share and the number
of shares subject  thereto.  For purposes of this Section 11.1,  neither (i) the
issuance of  additional  shares of stock of the Company in exchange for adequate
consideration  (including  services),  nor (ii) the  conversion  of  outstanding
preferred  shares of the  Company  into  Shares  shall be deemed to be  material
alterations of the capital structure of the Company. If the Committee determines
that the nature of a material alteration in the capital structure of the Company
is such that it is not practical or feasible to make appropriate  adjustments to
this Plan or to the  Options  granted  hereunder,  such event  shall be deemed a
Terminating Event for the purposes of this Plan.

11.2 Terminating events - Subject to Section 11.3, all Options granted under the
Plan shall terminate upon the occurrence of a Terminating Event.

11.3 Notice of Terminating  Event - The Committee shall give notice to Optionees
not less than thirty days prior to the consummation of a Terminating  Event Upon
the giving of such  notice,  all  Options  granted  under the Plan shall  become
immediately  exercisable,  notwithstanding  any contingent  vesting provision to
which such Options may have otherwise been subject.

11.4 Corporate  reorganization - In the event of a reorganization  as defined in
this  Section  11.4 in which  the  Company  is not the  surviving  or  acquiring
corporation, or in which the Company


<PAGE>


                                                        15

is or  becomes  a  wholly-owned  subsidiary  of  another  corporation  after the
effective  date of the  reorganization,  then  unless  provision  is made by the
acquiring corporation for the assumption of each Option granted under this Plan,
or the substitution of an option therefor, such that no Modification of any such
Option  occurs,  all Options  granted  under this Plan shall  terminate and such
event shall be deemed a  Terminating  Event.  For purposes of this Section 11.4,
reorganization shall mean any statutory merger, statutory consolidation, sale of
all or substantially all of the assets of the Company,  or sale,  pursuant to an
agreement with the Company,  of securities of the Company  pursuant to which the
Company is or becomes a wholly-owned subsidiary of another corporation after the
effective date of the reorganization.

11.5  Acceleration  of date of exercise - The Committee  shall have the right to
accelerate the date of exercise of any installment of any Option; provided that,
without the consent of the Optionee  with respect to any Option,  the  Committee
shall not  accelerate  the date of any  installment  of any Option granted to an
employee  as an ISO (and not  previously  converted  into a Non-ISO  pursuant to
Section  13  below)  if such  acceleration  would  violate  the  annual  vesting
limitation  contained in Section 422(d) of the Code, as described in Section 7.1
above.

11.6  Determination  to be made by Committee -  Adjustments  and  determinations
under this Section 11 shall be made by the Committee, whose decisions as to what
adjustments or  determination  shall be made, and the extent  thereof,  shall be
final, binding, and conclusive.


12.               TERMINATION AND AMENDMENT OF PLAN

12.1  Termination of Plan - Unless earlier  terminated as provided in Section 11
above or in Section 12.2 below, the Plan shall terminate on, and no Option shall
be granted under the Plan, after ten years has passed from the Effective Date of
the Plan.

12.2 Power of  Committee to terminate or amend Plan - Subject to the approval of
any stock exchange on which the Company is listed,  the Committee may terminate,
suspend  or amend the  terms of the Plan;  provided,  however,  that,  except as
provided  in Section 11 above,  the  Committee  may not do any of the  following
without  obtaining,  within 12  months  either  before or after the  Committee's
adoption of a resolution  authorizing  such action,  approval by the affirmative
votes of the  holders of a  majority  of the voting  securities  of the  Company
present,  or  represented,  and  entitled  to vote  at a  meeting  duly  held in
accordance with the applicable  corporate laws, or by the written consent of the
holders of a majority of the securities of the Company entitled to vote:

     (a) increase the  aggregate  number of Shares which may be issued under the
Plan;

     (b) materially  modify the requirements as to eligibility for participation
in the Plan,  or change the  designation  of the employees or class of employees
eligible to receive ISOs under the Plan;

     (c) materially  increase the benefits  accruing to  participants  under the
Plan; or


<PAGE>


                                                        16

             (d) make any change in the terms of the Plan that  would  cause the
ISOs granted hereunder to lose their  qualification as "incentive stock options"
under Section 422 of the Code.

12.3 No grant during  suspension  of Plan - No Option may be granted  during any
suspension,  or  after  termination,  of the  Plan.  Amendment,  suspension,  or
termination of the Plan shall not, without the consent of the Optionee, alter or
impair any rights or obligations under any Option previously granted.


13.                CONVERSION OF ISOS INTO NON-ISOS

13.1  Conversion  of ISOs into  Non-ISOs  - At the  written  request  of any ISO
Optionee,  the  Committee  may in its  discretion  take such  actions  as may be
necessary to convert such  Optionee's  ISOs (or any  installments or portions of
installments  thereof)  that have not been  exercised on the date of  conversion
into Non-ISOs at any time prior to the  expiration  of such ISOs,  regardless of
whether  the  Optionee  is an  employee  of the  Company  at the  time  of  such
conversion.  Such actions  include,  but shall not be limited to,  extending the
exercise  period of such ISOs. At the time of such  conversion,  the  Committee,
with the consent of the Optionee,  may impose such conditions on the exercise of
the  resulting  Non-ISOs  as the  Committee  in its  discretion  may  determine,
provided that such conditions are consistent with this Plan. Nothing in the Plan
shall be deemed to give any  Optionee  the  right to have such  Optionee's  ISOs
converted into Non-ISOs, and no such conversion shall occur until and unless the
Committee  takes  appropriate  action.  The  Committee,  with the consent of the
Optionee,  may also terminate any portion of any ISO that has not been exercised
at the time of such conversion.


14.                CONDITIONS PRECEDENT TO ISSUANCE OF SHARES

14.1  Compliance  with  securities laws - Shares shall not be issued pursuant to
the  exercise of any Option  unless the exercise of such Option and the issuance
and  delivery  of such  Shares  comply  with  all  relevant  provisions  of law,
including,  without  limitation,  the  Securities  Act of 1933, as amended,  the
Exchange Act, any applicable  state or provincial  securities law, the rules and
regulations promulgated  thereunder,  and the requirements of any stock exchange
upon which the Shares may then be listed or otherwise traded.

14.2  Representations by Optionee - As a condition  precedent to the exercise of
any Option,  the Company may require the Optionee to represent  and warrant,  at
the time of exercise,  that the Shares are being  purchased  only for investment
and without any present  intention to sell or distribute  such Shares if, in the
opinion of counsel for the Company,  such  representations  and  warranties  are
required by any applicable law.

14.3  Regulatory  approval to issuance of Shares - The  Company's  inability  to
obtain authority from any regulatory body having  jurisdiction,  which authority
is deemed by the Company's


<PAGE>


                                                        17

counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability  with respect to the failure to issue
or sell such Shares.

15.                USE OF PROCEEDS
                   ---------------

15.1 Use of Proceeds - Proceeds from the sale of Shares  pursuant to the Options
granted  and  exercised  under the Plan shall  constitute  general  funds of the
Company and shall be used for general corporate purposes.

16.                    NOTICES

16.1 Notices - All notices,  requests, demands and other communications required
or permitted to be given under this Plan and the Options granted under this Plan
shall be in writing and shall be either  served  personally on the party to whom
notice is to be given,  in which case  notice  shall be deemed to have been duly
given on the date of such  service;  telefaxed,  in which case  notice  shall be
deemed to have been duly given on the date the telefax is sent; or mailed to the
party  to whom  notice  is to be  given,  by first  class  mall,  registered  or
certified, return receipt requested, postage prepaid, and addressed to the party
at his or its most recent  known  address,  in which case such  notice  shall be
deemed to have been duly given on the tenth postal  delivery day  following  the
date of such mailing.


17.                MISCELLANEOUS PROVISIONS

17.1 No  obligation  to exercise -  Optionees  shall be under no  obligation  to
exercise Options granted under this Plan.

17.2 No  obligation  to retain  Optionee - Nothing  contained in this Plan shall
obligate the Company to retain an Optionee as an employee, officer, director, or
consultant  for any period,  nor shall this Plan  interfere  in any way with the
right of the Company to reduce such Optionee's compensation.

17.3 Binding  agreement - The provisions of this Plan and each Option  Agreement
with an Optionee shall be binding upon such Optionee and the Qualified Successor
or Guardian of such Optionee.

17.4 Use of terms - Where the  context  so  requires,  references  herein to the
singular  shall  include  the  plural,  and  vice  versa,  and  references  to a
particular gender shall include either or both genders.

18.                SHAREHOLDER APPROVAL TO PLAN



<PAGE>


                                                        18
18.1 Shareholder  approval to Plan - This Plan must be approved by a majority of
the votes cast at a meeting of the shareholders of the Company, other than votes
attaching to securities beneficially owned by:

     (a) insiders of the Company,  meaning directors,  officers and greater than
10 percent shareholders; and

     (b) Associates of persons referred to in (a).


19.                EFFECTIVE DATE OF PLAN

19.1 Effective date of Plan - This Plan was adopted by the Board of Directors on
November 15, 1996, and will be submitted to the  shareholders of the Company for
approval at the next annual general meeting of the  shareholders of the Company.
The Effective  Date of the Plan is November 15, 1996,  provided that any Options
granted pursuant to the Plan prior to the date on which shareholder  approval to
the Plan is  given  may not be  exercised  until  the Plan and any such  Options
receive shareholder approval.


<PAGE>

                                      DSI DATOTECH SYSTEMS INC.

                             AMENDMENT NO. 1 TO THE 1996 STOCK OPTION PLAN



The  1996  Stock  Option  Plan of DSI  Datotech  Systems  Inc.  (the  "Company")
effective  November  15, 1996 (the  "Plan")  attached  hereto as Schedule "A" is
amended as follows:


     1.  Subparagraph  4.4 under "Limit on maximum grant to any Optionee" of the
Plan is hereby deleted in its entirety and replaced with the following:

        "4.4 Limit on maximum grant to any Optionee -  Notwithstanding  anything
        in this Plan to the  contrary,  no officer or  employee  of the  Company
        shall receive Options  exercisable for more than 987,500 Shares over any
        three year period."

     2. Subparagraph 5.1 under "Numbers of Shares" of the Plan is hereby deleted
in its entirety and replaced with the following:

        "5.1  Number of  Shares - The  Committee,  from time to time,  may grant
        Options to purchase an aggregate of up to 1,975,086  Shares,  subject to
        regulatory approval, to be made available from authorized,  but unissued
        or reacquired, Shares, provided that no more than 987,500 options may be
        granted to directors  and  officers in  management,  administration  and
        investor relations and the remaining options may be granted to employees
        and  consultants  and  members  of any  advisory  board  working  in the
        research,  development,   marketing  and  commercialization  of  gesture
        interface control systems and other technology developed by the Company.
        In  calculating  the foregoing  1,975,086  Shares,  the Committee  shall
        include all shares subject to options outstanding prior to the Effective
        Date of the Plan. The foregoing number of Shares hall be adjusted, where
        necessary,  to take  account  of the  events  referred  to in Section 11
        hereof."

3.      In all other respects the Plan shall remain the same.


This  Amendment  to the Plan was adopted by the Board of Directors on January 9,
1998 and submitted to the shareholders of the Company for approval at the annual
general meeting held January 9, 1998.