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                                   Exhibit 4.1

                        INCENTIVE STOCK OPTION AGREEMENT

THIS AGREEMENT is made as of the 4th day of October, 1999.

BETWEEN:          SIDEWARE SYSTEMS INC.
                  102 - 930 West 1st Street
                  North Vancouver, B.C.
                  V7P 3N4

                  (the "Company")                            OF THE FIRST PART

    AND:          GRANT SUTHERLAND
                  1600 - 777 Dunsmuir Street
                  Vancouver, BC
                  V7Y 1K4

                  (the "Optionee")                          OF THE SECOND PART

WHEREAS the Optionee is a director, senior officer, employee or a permitted
consultant as defined in BOR #96/15 issued by the British Columbia Securities
Commission (a "permitted consultant") of either the Company or a subsidiary
of the Company (together the "Related Companies"), and the parties have
agreed to enter into this Incentive Stock Option Agreement on the terms and
conditions hereinafter set forth to provide incentive to the Optionee in
acting in such capacity;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises
and of the covenants and agreements herein contained the parties hereto
covenant and agree as follows:

1.       From the date hereof and, subject to paragraphs 5 and 6, for so long
as the Optionee shall be a director, senior officer, employee or permitted
consultant of one of the Related Companies, the Optionee shall have and be
entitled to and the Company hereby grants to the Optionee the option to
purchase, on or before October 4, 2004, all or any portion of 250,000 fully
paid shares of the Company from treasury at the price of $2.66 per share (the
"Option").

2.       The right to take up shares pursuant to the Option is exercisable by
notice in writing to the Company accompanied by a certified cheque, or other
form of payment satisfactory to the Company, in favour of the Company for the
full amount of the purchase price of the shares being then purchased. When
such payment is received, the Company covenants and agrees to issue and
deliver to the Optionee share certificates for the number of shares so
purchased.

3.       This is an option agreement only and does not impose upon the
Optionee any obligation to take up and pay for any of the shares under the
Option.

4.       The Option is non-assignable and non-transferable by the Optionee
otherwise than by

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Will or the law of intestacy and the Option may be exercised during the
lifetime of the Optionee only by the Optionee.

5.       If the Optionee should die while a director, senior officer,
employee or permitted consultant of one of the Related Companies, the Option
may then be exercised by the Optionee's legal heirs or personal
representatives to the same extent as if the Optionee were alive and acting
in such capacity, for a period of one year after the Optionee's death but
only for such shares as the Optionee could have received upon due exercise at
the date of death.

6.       Subject to paragraph 5 hereof, the Option shall cease and become
null and void 30 days after the Optionee ceases to be a director, senior
officer, employee or permitted consultant of any of the Related Companies.

7.       The Optionee hereby represents that

         (a)      he is a bona fide director, senior officer, employee or
                  permitted consultant of one of the Related Companies, and

         (b)      if he represents that he is an employee of one of the
                  Related Companies, then he is, with respect to that
                  company, an individual who is:

                  (i)      considered an employee under the INCOME TAX ACT,
                           for whom deductions must be made at source by the
                           Company; or

                  (ii)     a full-time dependent contractor, i.e. one who
                           works full-time for the Company providing services
                           normally provided by an employee and is subject to
                           the same control and direction by the company over
                           the detail and methods of work as an employee of
                           the company, but for whom income tax deductions
                           are not made a source; or

                  (iii)    a part-time dependent contractor, i.e. one who
                           works for the company on a continuing and regular
                           basis for a minimum amount of time per week
                           providing services normally provided by an
                           employee and is subject to the same control and
                           direction by the company over the details and
                           methods of work as an employee of the company, but
                           for whom income tax deductions are not made at
                           source, and

         (c)      if he represents that he is a permitted consultant, he meets
                  the definition of "permitted consultant" in blanket order
                  ruling #96/15 issued by the British Columbia Securities
                  Commission, and the Option is otherwise in accordance with
                  that blanket order ruling.

8.       If the Option is granted to the Optionee in the capacity of employee
of the Company, the Company hereby represents that the Optionee is a BONA
FIDE employee of the Company.

9.       This Agreement is subject to the approval of the Vancouver Stock
Exchange and, if the

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Optionee is an insider of the Company, the approval of the members of the
Company, which approval may have already been given in the form of a general
approval by the members at a general meeting of the Company preceding the
date of this Agreement. In the event that both of the foregoing approvals
have not been received within one year of the date of this Agreement, this
Agreement shall thereafter be null and void and of no further force and
effect.

10.      This Agreement may only be amended by an instrument in writing
signed by the parties hereto, and such amendment shall be subject to the
approval of the Vancouver Stock Exchange. In the event of such an amendment,
if the Optionee is then an insider of the Company or if this Agreement was
originally approved by the members, such amendment shall also be subject to
the approval of the members of the Company, which approval may have already
been given in the form of a general approval by the members at a general
meeting of the Company preceding the date of the amendment.

11.      In the event of any subdivision, consolidation or other change in
the share capital of the Company while any portion of the Option is
outstanding, the number of shares under option to the Optionee and the price
thereof shall be deemed adjusted in accordance with such subdivision,
consolidation or other change in the share capital of the Company as if the
Option had been exercised immediately prior to such subdivision,
consolidation or other change.

12.      The Company hereby covenants and agrees to reserve in its treasury
sufficient shares to permit the issuance and allotment of shares to the
Optionee in the event the Optionee exercises the Option.

13.      Time shall be of the essence of this Agreement.

14.      This Agreement shall enure to the benefit of and be binding upon the
Company, its successors and assigns and the Optionee and the Optionee's
personal representatives to the extent provided in paragraph 5.

IN WITNESS WHEREOF the parties have hereunto caused these presents to be
executed as of the day and year first above written.

SIDEWARE SYSTEMS INC.


Per: "signed"
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SIGNED, SEALED AND DELIVERED
by the Optionee in the presence of:
                                               "signed"
                                               -------------------------------
-----------------------------------            GRANT SUTHERLAND