<PAGE>   1


                                   EXHIBIT 4.2




                                FUTURELINK CORP.
                                 SECOND AMENDED
                                  AND RESTATED

                                STOCK OPTION PLAN



















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<PAGE>   2



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                              PAGE
<C>                                                                                            <C>
1.        Purpose..........................................................................
2.        Incentive and Non-Qualified Stock Options........................................    1

3.        Definitions......................................................................    1
          3.1    Board.....................................................................    1
          3.2    Code......................................................................    1
          3.3    Common Stock..............................................................    1
          3.4    Company...................................................................    1
          3.5    Disabled or Disability....................................................    1
          3.6    Fair Market Value.........................................................    1
          3.7    Incentive Stock Option....................................................    2
          3.8    Non-Qualified Stock Option................................................    2
          3.9    Optionee..................................................................    2
          3.10   Plan......................................................................    2
          3.11   Plan Administrator........................................................    2
          3.12   Stock Option or Option....................................................    2

4.        Administration...................................................................    2
          4.1    Administration by Board...................................................    2
          4.2    Administration by Committee...............................................    3

5.        Eligibility......................................................................    3

6.        Shares Subject to Options........................................................    4

7.        Terms and Conditions of Options..................................................    4
          7.1    Number of Shares Subject to Option........................................    4
          7.2    Option Price..............................................................    4
          7.3    Notice and Payment........................................................    5
          7.4    Term of Option............................................................    6
          7.5    Exercise of Option........................................................    6
          7.6    No Transfer of Option.....................................................    7
          7.7    Limit on Incentive Stock Options..........................................    7
          7.8    Restriction on Issuance of Shares.........................................    7
          7.9    Investment Representation.................................................    7
          7.10   Rights as a Shareholder or Employee.......................................    7
          7.11   No Fractional Shares......................................................    8
          7.12   Exercisability in the Event of Death......................................    8
          7.13   Recapitalization or Reorganization of Company.............................    8
</TABLE>

                                       ii

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<TABLE>
<C>                                                                                            <C>
          7.14   Modification, Extension, and Renewal of Options...........................    9
          7.15   Other Provisions..........................................................    9

8.        Termination or Amendment of the Plan.............................................    9

9.        Indemnification..................................................................   10

10.       Effective Date and Term of Plan..................................................   10
</TABLE>



                                      iii


<PAGE>   4



                                FUTURELINK CORP.
                  SECOND AMENDED AND RESTATED STOCK OPTION PLAN


1.    PURPOSE. The purpose of this FutureLink Corp. Stock Option Plan ("Plan")
      is to further the growth and development of FutureLink Corp. (the
      "Company") by providing, through ownership of stock of the Company, an
      incentive to officers, other key employees and directors who are in a
      position to contribute materially to the prosperity of the Company, to
      increase such persons' interests in the Company's welfare, to encourage
      them to continue their services to the Company or its subsidiaries, and to
      attract individuals of outstanding ability to enter the employment or
      service of the Company or its subsidiaries, to remain or become directors
      of the Company and to provide valuable services to the Company or its
      subsidiaries.

2.    INCENTIVE AND NON-QUALIFIED STOCK OPTIONS. Two types of Stock Options
      (referred to herein as "Options" without distinction between such two
      types, except as provided herein) may be granted under the Plan: Options
      intended to qualify as Incentive Stock Options under Section 422 of the
      Code and Non-Qualified Stock Options not specifically authorized or
      qualified for favorable income tax treatment by the Code.

      3.    DEFINITIONS. The following definitions are applicable to the Plan:

      3.1   BOARD. The Board of Directors of the Company.

      3.2   CODE. The Internal Revenue Code of 1986, as amended from time to
            time.

      3.3   COMMON STOCK. The shares of the $.0001 par value per share common
            stock of the Company.

      3.4   COMPANY. FutureLink Corp., a Delaware corporation.

      3.5   DISABLED OR DISABILITY. For the purposes of Section 7.4, a
            disability of the type defined in Section 22(e)(3) of the Code. The
            determination of whether an individual is disabled or has a
            Disability is determined under procedures established by the Plan
            Administrator for purposes of the Plan.

3.6      FAIR MARKET VALUE. For purposes of the Plan, the "fair market value"
         per share of the Common Stock of the Company at any date shall be (a)
         if the Common Stock is listed on an established stock exchange or
         exchanges or The Nasdaq Stock Market's National Market System, the
         closing price per share on the last trading day immediately preceding
         such date on the principal exchange on which it is traded or as
         reported by The Nasdaq Stock Market, or (b) if the Common Stock is not
         then listed on an




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<PAGE>   5



            exchange or The Nasdaq Stock Market's National Market System, the
            closing price per share on the last trading day immediately
            preceding such date reported by The Nasdaq Stock Market, or if sales
            are not reported by The Nasdaq Stock Market, the average of the
            closing bid and asked prices per share for the Common Stock in the
            over-the-counter market as quoted on the last trading day
            immediately preceding such date, or (c) if the Common Stock is not
            then listed on an exchange, The Nasdaq Stock Market's National
            Market System or reported by The Nasdaq Stock Market or quoted in
            the over-the-counter market, a value determined in good faith by the
            Plan Administrator.

      3.7   INCENTIVE STOCK OPTION. Any Stock Option which qualifies as an
            "incentive stock option" within the

      3.8   NON-QUALIFIED STOCK OPTION. Any Stock Option that is not an
            Incentive Stock Option.

      3.9   OPTIONEE. The recipient of a Stock Option.

      3.10  PLAN. The FutureLink Corp. Second Amended and Restated Stock Option
            Plan, as amended from time to time.

      3.11  PLAN ADMINISTRATOR. The Board or the Compensation  Committee
            designated pursuant to Section 4.2 hereof to administer, construe
            and interpret the terms of the Plan.

      3.12  STOCK OPTION OR OPTION. Any option to purchase shares of Common
            Stock granted pursuant to Section 7 hereof.

4.    ADMINISTRATION.

      4.1   ADMINISTRATION BY BOARD. Subject to Section 4.2 hereof, the Plan
            Administrator shall be the Board of Directors of the Company (the
            "Board") during such periods of time as all members of the Board are
            "outside directors" as defined in Treas. Regs. ss.1.162-27(e)(3)
            ("outside directors"). Anything to the contrary notwithstanding, the
            requirement that all members of the Board be outside directors shall
            not apply for any period of time during which the Company's Common
            Stock is not registered pursuant to Section 12 of the Securities
            Exchange Act of 1934, as amended. Subject to the provisions of the
            Plan, the Plan Administrator shall have authority to construe and
            interpret the Plan, to promulgate, amend, and rescind rules and
            regulations relating to its administration, from time to time to
            select from among the eligible employees and directors (as
            determined pursuant to Section 5) of the Company and its
            subsidiaries those employees and directors to whom Stock Options
            will be granted, to determine the timing and manner of the grant of
            the Options, to


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<PAGE>   6
            determine the exercise price, the number of shares covered by and
            all of the terms of the Stock Options, to determine the duration and
            purpose of leaves of absence which may be granted to Stock Option
            holders without constituting termination of their employment for
            purposes of the Plan, and to make all of the determinations
            necessary or advisable for administration of the Plan. The
            interpretation and construction by the Plan Administrator of any
            provision of the Plan, or of any agreement issued and executed under
            the Plan, shall be final and binding upon all parties. No member of
            the Board shall be liable for any action or determination undertaken
            or made in good faith with respect to the Plan or any agreement
            executed pursuant to the Plan.

      4.2   ADMINISTRATION BY COMMITTEE. The Board may, in its sole discretion,
            delegate any or all of its duties as Plan Administrator and, subject
            to the provisions of Section 4.1 of the Plan, if at any time the
            Board includes any person who is not an outside director, the Board
            shall delegate all of its duties as Plan Administrator during such
            period of time to a compensation committee (the "Committee") of not
            fewer than two (2) members of the Board, all of the members of which
            Committee shall be persons who, in the opinion of the counsel to the
            Company are outside directors and "non-employee directors" within
            the meaning of Rule 16b-3(b)(3)(i) promulgated by the Securities and
            Exchange Commission, to be appointed by and serve at the pleasure of
            the Board. Anything to the contrary notwithstanding, the requirement
            that all members of the Committee be non-employee directors and
            outside directors shall not apply for any period of time during
            which the Company's Common Stock is not registered pursuant to
            Section 12 of the Securities Exchange Act of 1934, as amended. Those
            provisions of the Plan that make express reference to Rule 16b-3
            under the Securities Exchange Act of 1934, as amended, shall apply
            only to reporting persons under such act. From time to time, the
            Board may increase or decrease (to not less than two members) the
            size of the Committee, and add additional members to, or remove
            members from, the Committee. The Committee shall act pursuant to a
            majority vote, or the written consent of a majority of its members,
            and the minutes shall be kept of all of its meetings and copies
            thereof shall be provided to the Board. Subject to the provisions of
            the Plan and the directions of the Board, the Committee may
            establish and follow such rules and regulations for the conduct of
            its business as it may deem advisable. No member of the Committee
            shall be liable for any action or determination undertaken or made
            in good faith with respect to the Plan or any agreement executed
            pursuant to the Plan.

5.    ELIGIBILITY. Subject to the determination of the Plan Administrator, any
      employee, director or consultant (including any officer or director who is
      an employee) of the Company or any of its subsidiaries shall be eligible
      to receive Options under the Plan; provided, however any person who owns
      more than ten


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<PAGE>   7
      percent (10%) of the total combined voting power of all classes of
      outstanding stock of the Company, its parent or any of its subsidiaries
      shall not receive an Option unless (i) the purchase price of the shares
      subject to the Option is at least one hundred ten percent (110%) of the
      Fair Market Value of such shares on the date of grant, and (ii) if such
      Option is intended to be an Incentive Stock Option, such Option by its
      terms is not exercisable after the expiration of five (5) years from the
      date of grant. An Optionee may receive more than one Option under the
      Plan. Non-employee directors and non-employee consultants shall not be
      eligible to receive any Incentive Stock Option under the Plan.

6.    SHARES SUBJECT TO OPTIONS. The stock available for grant of Options under
      the Plan shall be shares in the Company's authorized but unissued or
      reacquired, Common Stock. The aggregate number of shares which may be
      issued pursuant to exercise of Options granted under the Plan, as amended,
      shall not exceed twenty percent of the shares of Common Stock, calculated
      on a fully diluted basis not including Common Stock underlying outstanding
      stock options, at the time of each grant (subject to adjustment as
      provided in Section 7.13 hereof) including shares previously issued under
      the Plan. The maximum number of shares with respect to which options may
      be granted to any employee in any one calendar year shall be 500,000
      shares (subject to adjustment as provided in Section 7.13 hereof). The
      maximum number of shares with respect to which Incentive Stock Options may
      be granted under this Plan shall not exceed 2,000,000 in the aggregate
      (subject to adjustment as provided in Section 7.13 hereof). In the event
      that any outstanding Option under the Plan for any reason expires, or is
      terminated, the shares of Common Stock allocable to the unexercised
      portion of the Option shall again be available for Options under the Plan
      as if no Option had been granted with respect to such shares.

7.    TERMS AND CONDITIONS OF OPTIONS. Options granted under the Plan shall be
      evidenced by agreements (which need not be identical) in such form and
      containing such provisions which are consistent with the Plan as the Plan
      Administrator shall from time to time approve. Such agreements may
      incorporate all or any of the terms hereof by reference and shall comply
      with and be subject to the following terms and conditions.

      7.1   NUMBER OF SHARES SUBJECT TO OPTION. Each Option agreement shall
            specify the number of shares subject to the Option.

      7.2   OPTION PRICE. The purchase price for any shares subject to an Option
            granted under the Plan shall be determined by the Plan Administrator
            at the time of grant in accordance with the requirements of this
            Section 7.2. In all instances, the purchase price for any shares
            subject to an Option under the Plan shall be at least eighty-five
            percent (85%) of the Fair Market Value of such shares on the date of
            grant; provided, however, if such Option is an Incentive Stock
            Option, the purchase price for the shares subject to such Option
            shall not be less than one hundred percent (100%)



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            of the Fair Market Value of such shares on the date of grant.
            Notwithstanding the foregoing, with respect to any Option granted to
            any person who owns more than ten percent (10%) of the total
            combined voting power of all classes of outstanding stock of the
            Company, its parent or any of it's subsidiaries, the purchase price
            of the shares subject to such Option shall be at least one hundred
            ten percent (110%) of the Fair Market Value of such shares on the
            date of grant.

      7.3   NOTICE AND PAYMENT. Any exercisable portion of a Stock Option may be
            exercised only by:

            (a)   delivery of a written notice to the Company, prior to the time
                  when such Stock Option becomes unexerciseable under Section
                  7.4 hereof, stating the number of shares being purchased and
                  complying with all applicable rules established by the Plan
                  Administrator;

            (b)   payment in full of the exercise price of such Option by, as
                  applicable (i) cash or cheque for an amount equal to the
                  aggregate Option exercise price for the number of shares being
                  purchased, (ii) in the discretion of the Plan Administrator,
                  upon such terms as the Plan Administrator shall approve, a
                  copy of instructions to a broker directing such broker to sell
                  the Common Stock for which such Option is exercised, and to
                  remit to the Company the aggregate exercise price of such
                  Options (a "cashless exercise"), or (iii) in the discretion of
                  the Plan Administrator, upon such terms as the Plan
                  Administrator shall approve, the Optionee may pay all or a
                  portion of the purchase price for the number of shares being
                  purchased by tendering shares of the Company's Common Stock
                  owned by the Optionee, duly endorsed for transfer to the
                  Company, with a Fair Market Value on the date of delivery
                  equal to the aggregate purchase price of the shares with
                  respect to which such Stock Option or portion is thereby
                  exercised (a "stock for stock exercise");

            (c)   payment of the amount of tax required to be withheld (if any)
                  by the Company or any parent or subsidiary corporation as a
                  result of the exercise of a Stock Option. At the discretion of
                  the Plan Administrator, upon such terms as the Plan
                  Administrator shall approve, the Optionee may pay all or a
                  portion of the tax withholding by (i) cash or cheque payable
                  to the Company, (ii) cashless exercise, (iii) stock-for-stock
                  exercise, or (iv) a combination of one or more of the
                  foregoing payment methods; and




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<PAGE>   9



            (d)   delivery of a written notice to the Company requesting that
                  the Company direct the transfer agent to issue to the Optionee
                  (or to his or her designee) a certificate for the number of
                  shares of Common Stock for which the Option was exercised or,
                  in the case of a cashless exercise, for any shares that were
                  not sold in the cashless exercise.

            Notwithstanding the foregoing, the Company may, in its sole and
            absolute discretion, extend and maintain, or arrange for the
            extension and maintenance of, credit to any Optionee to finance the
            Optionee's purchase of shares pursuant to exercise of any Stock
            Option, on such terms as may be approved by the Plan Administrator,
            subject to applicable regulations of the Federal Reserve Board and
            any other laws or regulations in effect at the time such credit is
            extended.

      7.4   TERM OF OPTION. No Option shall be exercisable after the expiration
            of the earliest of (a) ten years after the date the option is
            granted, (b) three months after the date the Optionee's employment
            with the Company and its subsidiaries terminates if such termination
            is for any reason other than disability or death, (c) one year after
            the date the Optionee's employment with the Company and its
            subsidiaries terminates if such termination is a result of death or
            disability; provided, however, that the Option agreement for any
            Option may provide for shorter periods in each of the foregoing
            instances. Notwithstanding the foregoing, in the case of any
            Incentive Stock Option granted under the Plan to an employee who
            owns stock possessing more than 10% of the total combined voting
            power of all classes of stock of the Company, its parent or any of
            its subsidiary corporations, the term of such Option shall not be
            more than five years from the date the Option is granted.

      7.5   EXERCISE OF OPTIONS. No Option shall be exercisable during the
            lifetime of an Optionee by any person other than the Optionee.
            Subject to the foregoing, the Plan Administrator shall have the
            power to set the time or times within which each Option shall be
            exercisable and to accelerate the time or times of exercise. Unless
            otherwise provided by the Plan Administrator, each Option granted
            under the Plan shall become excisable on a cumulative basis as to
            one-third (1/3) of the total number of shares covered thereby at any
            time after one year from the date the Option is granted and an
            additional one third (1/3) of such total number of shares at any
            time after the end of each consecutive one-year period thereafter
            until the Option has become exercisable as to all of such total
            number of shares. Notwithstanding the foregoing, any Options granted
            under the Plan shall become exercisable at a minimum rate of twenty
            percent (20%) per year. To the extent that an Optionee has the right
            to exercise an Option and purchase shares pursuant thereto, the
            Option may be exercised from time to time by written notice to the
            Company, stating the number of shares


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<PAGE>   10



            being purchased and accompanied by payment in full of the exercise
            price for such shares.

      7.6   NO TRANSFER OF OPTION. No Option shall be transferable by an
            Optionee other than by will or the laws of decent and distribution.

      7.7   LIMIT ON INCENTIVE STOCK OPTIONS. The aggregate Fair Market Value
            (determined at the time the Option is granted) of the Common Stock
            with respect to which any Incentive Stock Options granted to an
            Optionee are exercisable for the first time by an Optionee during
            any calendar year (under all stock option plans of the Company and
            its subsidiaries) shall not exceed $100,000. To the extent that the
            aggregate Fair Market Value (determined at the time the Stock Option
            is granted) of the Common Stock with respect to which Incentive
            Stock Options are exercisable for the first time by an Optionee
            during any calendar year (under all Incentive Stock Option plans of
            the Company and any parent or subsidiary corporations) exceeds
            $100,000, such Stock Options shall be treated as Non-Qualified Stock
            Options. The determination of which Stock Option shall be treated as
            Non-Qualified Stock Options shall be made by taking Stock Options
            into account in the order in which they were granted.

      7.8   RESTRICTION ON ISSUANCE OF SHARES. The issuance of Options and
            shares shall be subject to compliance with all of the applicable
            requirements of law with respect to the issuance and sale of
            securities, including, without limitation, any required
            qualification under the securities laws of the United States,
            Canada, any state of the United States or any province of Canada. If
            an Optionee acquires shares of Common Stock pursuant to the exercise
            of an Option at a time when the shares are not registered pursuant
            to Section 12 of the Securities Exchange Act of 1934, as amended,
            the Plan Administrator, in its sole discretion, may require as a
            condition of issuance of shares covered by the Option that the
            shares of Common Stock shall be subject to restrictions on transfer.
            The Company may place a legend on the certificates evidencing the
            shares, reflecting the fact that they are subject to restrictions on
            transfer pursuant to the terms of this Section.

      7.9   INVESTMENT REPRESENTATION. Each Option shall contain and any
            Optionee may be required, as a condition of the grant of the Option
            and the issuance of shares covered by his or her Option, to
            represent that the Option and the shares to be acquired pursuant to
            exercise of the Option will be acquired for investment purposes only
            without a view to distribution thereof; and in such case, the
            Company may place a legend on the certificate evidencing the shares
            reflecting the fact that they were acquired for investment and
            cannot be sold or transferred unless registered under the Securities
            Act of 1933, as amended, or unless counsel for the Company is
            satisfied that the circumstances of the proposed transfer do not
            require such registration.


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      7.10  RIGHTS AS A SHAREHOLDER OR EMPLOYEE. An Optionee or transferee of an
            Option shall have no right as a shareholder of the Company with
            respect to any shares covered by any Option until the date of the
            issuance of a share certificate for such shares. No adjustment shall
            be made for dividends (ordinary or extraordinary, whether cash,
            securities, or other property) or distributions or other rights for
            which the record date is prior to the date such share certificate is
            issued, except as provided in Section 7.13. Nothing in the Plan or
            in any Option agreement shall confer upon any employee any right to
            continue in the employ of the Company or any of its subsidiaries or
            interfere in any way with any right of the Company or any subsidiary
            to terminate the Optionee's employment at any time.

      7.11  NO FRACTIONAL SHARES. In no event shall the Company be required to
            issue fractional shares upon the exercise of an Option.

      7.12  EXERCISEABILITY IN THE EVENT OF DEATH. In the event of the death of
            the Optionee, any Option or unexercised portion thereof granted to
            the Optionee, to the extent exercisable by him or her on the date of
            death, may be exercised by the Optionee's personal representatives,
            heirs, or legatees subject to the provisions of Section 7.4 hereof.

      7.13  RECAPITALIZATION OR REORGANIZATION OF COMPANY. Except as otherwise
            provided herein, appropriate and proportionate adjustments shall be
            made in the number and class of shares subject to the Plan, to the
            Option rights granted under the Plan, including any formula grants
            or automatic grant authorizations, and the exercise price of such
            Option rights, in the event that the number of shares of Common
            Stock of the Company are increased or decreased as a result of a
            stock dividend (but only on Common Stock), stock split, reverse
            stock split, recaptilization, reorganization, merger, consolidation,
            separation, or like change in the corporate or capital structure of
            the Company. In the event there shall be any other change in the
            number or kind of the outstanding shares of Common Stock of the
            Company, or any stock or other securities into which such Common
            Stock shall have been changed, or for which it shall have been
            exchanged, whether by reason of a complete liquidation of the
            Company or a merger, reorganization, or consolidation of the Company
            with any other corporation in which the Company is not the surviving
            corporation or the Company becomes wholly-owned subsidiary of
            another corporation, then if the Plan Administrator shall, it its
            sole discretion, determine that such change equitably requires an
            adjustment to shares of the Common Stock currently subject to
            Options under the Plan, or to prices or terms of outstanding
            Options, such adjustment shall be made in accordance with such
            determination.




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<PAGE>   12


            To the extent that the foregoing adjustments relate to stock or
            securities of the Company, such adjustments shall be made by the
            Plan Administrator, the determination of which in that respect shall
            be final, binding and conclusive. No right to purchase fractional
            shares shall result from any adjustment of Options pursuant to this
            Section. In case of any such adjustment, the shares subject to the
            option shall be rounded down to the nearest whole share. Notice of
            any adjustment shall be given by the Company to each Optionee whose
            Options shall have been so adjusted and such adjustment (whether or
            not notice is given) shall be effective and binding for all purposes
            of the Plan.

            In the event of a complete liquidation of the Company or a merger,
            reorganization, or consolidation of the Company with any other
            corporation in which the Company is not the surviving corporation or
            the Company becomes a wholly-owned subsidiary of another
            corporation, any unexercised Options theretofore granted under the
            Plan shall be deemed cancelled unless the surviving corporation in
            any such merger, reorganization, or consolidation elects to assume
            the Options under the Plan or to issue substitute Options in place
            thereof; provided, however, that, notwithstanding the foregoing, if
            such Options would be cancelled in accordance with the foregoing,
            the Optionee shall have the right, exercisable during a ten-day
            period ending on the fifth day prior to such liquidation, merger, or
            consolidation, to exercise such Option in whole or in part without
            regard to any installment exercise provisions in the Option
            Agreement.

      7.14  MODIFICATION, EXTENSION, AND RENEWAL OF OPTIONS. Subject to the
            terms and conditions and within the limitations of the Plan, the
            Plan Administrator may modify, extend, or renew outstanding Options
            granted under the Plan, and accept the surrender of outstanding
            Options (to the extent not theretofore exercised). The Plan
            Administrator shall not, however, modify any outstanding Incentive
            Stock Option in any manner which would cause the Option not to
            qualify as an Incentive Stock Option within the meaning of Section
            422 of the Code. Notwithstanding the foregoing, no modification of
            an Option shall, without the consent of the Optionee, alter or
            impair any rights of the Optionee under the Option. However, a
            termination of the Option in which the Optionee receives a cash
            payment equal to the difference between the Fair Market Value and
            the exercise price for all shares subject to exercise under any
            outstanding Option shall not alter or impair any rights of the
            Optionee.

      7.15  OTHER PROVISIONS. Each Option may contain such other terms,
            provisions, and conditions not inconsistent with the Plan as may be
            determined by the Plan Administrator.



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<PAGE>   13
8.    TERMINATION OR AMENDMENT OF THE PLAN. The Board may at any time terminate
      or amend the Plan; provided that, without approval of the holders of a
      majority of the shares of Common Stock of the Company represented and
      voting at a duly held meeting at which a quorum is present (which shares
      voting affirmatively also constitute a majority of the required quorum) or
      by the written consent of a majority of the outstanding shares of Common
      Stock, there shall be, except by operation of the provisions of Section
      7.13, no increase in the total number of shares covered by the Plan, no
      change in the class of persons eligible to receive Options granted under
      the Plan, and no extension of the term of the Plan beyond ten (10) years
      after the earlier of the date the Plan is adopted or the date the Plan is
      approved by the Company's shareholders; and provided further that, without
      the consent of the Optionee or as provided by Section 7.14 hereof, no
      amendment may adversely affect any then outstanding Option or any
      unexercised portion thereof.

9.    INDEMNIFICATION. To the extent permitted by law, the Certificate of
      Incorporation of the Company, the Bylaws of the Company and any indemnity
      agreements between the Company and its directors or employees, between the
      Company and its directors or employees, the Company shall indemnify each
      member of the Board and of the Plan Administrator, and any other employee
      of the Company with duties under the Plan, against expenses (including any
      amount paid in settlement) reasonably incurred by him in connection with
      any claims against him by reason of his conduct in the performance of his
      duties under the Plan.

10.   EFFECTIVE DATE AND TERM OF PLAN. This Plan shall become effective (the
      "Effective Date") on June 29, 1998. No options granted under the Plan will
      be effective unless the Plan is approved by shareholders of the Company
      within 12 months of the date of adoption. Unless sooner terminated by the
      Board in its sole discretion, the Plan will expire on June 28, 2008.

      Amended as of November 17, 1999.





                                    FUTURELINK CORP.

                                    By:     /s/ Raghu Kilambi
                                            ------------------------
                                            Raghu Kilambi
                                            Chief Financial Officer


                                    By:     /s/ K.B. Scott
                                            ------------------------
                                            Kyle B.A. Scott
                                            General Counsel & Secretary



                                      -10-