<PAGE>   1



                                   EXHIBIT 4.1


                                   FUTURELINK
                               DISTRIBUTION CORP.

                                STOCK OPTION PLAN



















           UPDATED AS PER SHAREHOLDER RESOLUTION OF SEPTEMBER 23, 1999

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                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<C>                                                                         <C>
1.  Purpose ...........................................................       1

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 .....................................       6
    7.7     Limit on Incentive Stock Options ..........................       6
    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>

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<TABLE>
<S>                                                                         <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>




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                          FUTURELINK DISTRIBUTION CORP.
                                STOCK OPTION PLAN


1.    PURPOSE. The purpose of this FutureLink Distribution Corp. Stock Option
      Plan ("Plan") is to further the growth and development of FutureLink
      Distribution 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 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) 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 favourable
      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 Distribution Corp., a Colorado 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 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
            NASDAQ, or (b) if the Common Stock is not then listed on an exchange
            or the NASDAQ National Market System, the closing price per share on
            the last trading day



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

      3.7   INCENTIVE STOCK OPTION. Any Stock Option intended to be and
            designated as an "incentive stock option" within the meaning of
            Section 422 of the Code.

      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 Distribution Corp. 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 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



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            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, 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. 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. 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,
      that no person who owns stock possessing more than 10% of the total
      combined voting power of all classes of stock of the Company or any of its
      parent or subsidiary corporations shall be eligible to receive an
      Incentive Stock Option under the Plan unless at the



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      time such Incentive Stock Option is granted the Option price (determined
      in the manner provided in Section 7.2 hereof) is at least 110% of the Fair
      Market Value of the shares subject to the Option and such Option by its
      terms is not exercisable after the expiration of five years from the date
      such Option is granted. An Optionee may receive more than one Option under
      the Plan. However, non-employee directors are not eligible to receive an
      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. In the event that any outstanding Option under the Plan for any
      reason expires, or is terminated, the shares of the 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) to 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 the shares subject to any
            option shall be determined by the Plan Administrator at the time of
            grant, but shall not be less than par value per share. Anything to
            the contrary notwithstanding, the purchase price for the shares
            subject to any Incentive Stock Option shall not be less than 100% of
            the Fair Market Value of the shares of Common Stock of the Company
            on the date the Stock Option is granted. In the case of an Incentive
            Stock Option granted to an employee who owns stock possessing more
            than 10% of the total combined voting power of all classes of stock
            of the Company or any of its parent or subsidiary corporations, the
            Option price shall not be less than 110% of the Fair Market Value
            per share of the Common Stock of the Company on the date the Option
            is granted.



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      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

            (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 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.



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            Notwithstanding the foregoing, the Company may 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. In the case of an Incentive Stock Option granted to an
            employee who owns stock possessing more than 10% of the total
            combined voting power of all classes of stock of the Company or any
            of its parent or subsidiary corporations, the term set forth in (a)
            above, shall not be more than five years after 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. To the extend 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 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 otherwise 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 stock with
            respect to which Incentive Stock Options granted after 1986 are
            exerciseable for the first time by an Optionee during any calendar
            year (under all Incentive



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            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. In addition, the
            Optionee may be required to execute a shareholders' agreement in
            favour of the Company, its designee and/or other shareholders with
            respect to all or any of the shares so acquired. In such event, the
            terms of such agreement shall apply to such shares.

      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 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.

      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



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            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.

            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



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<PAGE>   12

            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.

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



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<PAGE>   13

      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 September 27, 1999.





                                       FUTURELINK DISTRIBUTION CORP.

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


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





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