EXHIBIT 3.25
                    SCHEDULE "F" INCENTIVE STOCK OPTION PLAN
                        iaNett International Systems Ltd.
                           INCENTIVE STOCK OPTION PLAN

                     Dated for reference: February 20, 2002
1. INTERPRETATION

  1.1 Defined Terms

    (a) For the purposes of this Plan, the following terms shall have
         the following meanings:

         (a)      "Act" means the Securities Act (British Columbia), R.S.B.C.
                  1996, c. 62, as amended, and any legislation passed in
                  replacement thereof or supplemental thereto and all
                  regulations pursuant thereto;

         (b)      "Associate" has the meaning ascribed to that term under
                  section 1(1) of the Act;

         (c)      "Affiliated" has the meaning ascribed to that term under
                  section 1(2) of the Act;

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

         (e)      "CDNX" means the Canadian Venture Exchange.

         (f)      "Common Shares" means the Common shares without par value of
                  the capital stock of the Corporation as currently constituted;

         (g)      "Corporation" means iaNett International Systems Ltd., which
                  was incorporated pursuant to the law of British Columbia under
                  incorporation number 292404;

         (h)      "Eligible Person" means, subject to all applicable laws, any
                  director, officer or employee of the Corporation or any of its
                  Affiliated companies and any other person or company engaged
                  to provide ongoing management or consulting services for the
                  Corporation or any of its Affiliated companies;

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         (i)      "Employee" means an employee of the Corporation or of any of
                  its Affiliated companies the Corporation as defined under
                  Canadian Venture Exchange policy 4.4 or under the Income Tax
                  Act.;

         (j)      "Exercise Price" means the amount payable on the exercise of
                  an Option;

         (k)      "Insider" means an insider as defined under section 1(1) of
                  the Act;

         (l)      "Option" means an option to purchase Common Shares granted to
                  an Eligible Person pursuant to the terms of this Plan;

         (m)      "Participant" means an Eligible Person to whom Options have
                  been granted;

         (n)      "Plan" means this Incentive Stock Option Plan of the
                  Corporation;

         (o)      "Share Compensation Arrangement" means any stock option, stock
                  option plan, employee stock purchase plan or any other
                  compensation or incentive mechanism involving the issuance or
                  potential issuance of Common Shares, including a share
                  purchase from treasury which is financially assisted by the
                  Corporation by way of a loan, guarantee or otherwise; and

         (p)      "Termination Date" means the date on which a Participant
                  ceases to be an Eligible Person.

  1.2 Included Words

    (a)      Wherever words importing the singular are used in this Plan
             the same will be deemed to include references to the plural
             and vice versa, and words importing gender will be deemed to
             include all genders.

  1.3 Governing Law

    (a) This Plan and all matters to which reference is made herein shall be
        governed by and interpreted in accordance with the laws of the Province
        of British Columbia and the federal laws of Canada applicable therein.


2. PURPOSE AND ADMINISTRATION
  2.1      Purpose
    (a) The purpose of this Plan is to advance the interests of the Corporation
        by:

         (a)      providing Eligible Persons with additional incentive;

         (b)      encouraging stock ownership by such Eligible Persons;

         (c)      increasing the proprietary interest of Eligible Persons in the
                  success of the Corporation;

         (d)      encouraging the Eligible Person to remain with the Corporation
                  or its Affiliates; and

         (e)      attracting new employees and officers.

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  2.2 Administration
    (a)  This Plan shall be administered by the Board or a committee of the
         Board duly appointed for this purpose by the Board and consisting of
         not less than three directors. If a committee is appointed for the
         purpose described in subsection 2.1, all references to the Board will
         be deemed to be references to the committee. Subject to the limitations
         of this Plan, the Board shall have the authority to:

         (a)      grant Options to Eligible Persons;

         (b)      determine the terms, limitations, restrictions and conditions
                  respecting such grants;

         (c)      interpret this Plan and to adopt, amend and rescind such
                  administrative guidelines and other rules and regulations
                  relating to this Plan as it shall from time to time deem
                  advisable; and

         (d)      make all other determinations and to take all other actions in
                  connection with the implementation and administration of this
                  Plan as it may deem necessary or advisable.

  (a)    The Board's guidelines, rules, regulations, interpretations and
         determinations shall be conclusive and binding upon the Corporation and
         all other persons.

3  RESERVATION OF SHARES
  3.1      Maximum Number

         The maximum number of Common Shares issuable for all purposes under
         this Plan shall not exceed 3,274,266 shares. However, in accordance
         with CDNX Policy 4.4, this maximum number may be revised from time to
         time provided that approval is obtained from the Company's shareholders
         and the CDNX.

    (a)  Any Common Shares that are subject to an Option which for any reason is
         cancelled or terminated without having been wholly exercised, shall
         again be available for grant under this Plan. Common Shares covered by
         an Option that shall have been exercised shall not be available again
         for an Option grant under this Plan.

3.2 Per Person
  (a)    The maximum number of Common Shares which may be reserved for issuance
         under Options to a Participant, other than a consultant, at any time
         under this Plan shall be 5% of the Common Shares outstanding at the
         time of the grant (on a non-diluted basis) less the aggregate number of
         Common Shares reserved for issuance to such person under any other
         Share Compensation Arrangement.

  (b)    Where the Participant is a consultant, as defined in BC Instrument
         72-503, the maximum number of Common Shares which may be reserved for
         issuance under Options to the consultant shall be 2% of the Common
         Shares outstanding at the time of the grant (on a non-diluted basis)
         less the aggregate number of Common Shares reserved for issuance to
         such person under any other Share Compensation Arrangement.

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3.3 Capital Alteration
    (a)  The number of Common Shares subject to an Option will be subject to
         adjustment in the events and in the manner following:

         (a)      if and when the Common Shares are subdivided or consolidated
                  after the date an Option is granted, or the Corporation fixes
                  a record date for and pays to holders of Common Shares of
                  record as of a date after the date the Option is granted a
                  dividend payable in Common Shares, the number of Common Shares
                  which would be acquired on any exercise of the Option
                  thereafter will be adjusted to the number of such shares that
                  the Participant would hold through the combined effect of such
                  exercise and such subdivision, consolidation or stock dividend
                  if the time of the subdivision or consolidation or the record
                  date of such stock dividend had been immediately after the
                  exercise, and the number of such shares referred to in
                  subsection 3.1 as previously allotted or considered as
                  allotted or issued for the purpose of subsection 3.1 will be
                  correspondingly adjusted;

         (b)      if there is any capital reorganization, reclassification or
                  other change or event affecting the Common Shares to which
                  paragraph (a) above does not apply, the Board will determine
                  whether in the circumstances it is just and equitable that
                  there be some alteration in the securities or other
                  consideration to be acquired by the Participant on the
                  exercise of Options then outstanding and will make such
                  amendments to the Plan as the Board considers appropriate in
                  the circumstances to ensure a just and equitable result; and

         (c)      the Corporation will not be required to issue any fractional
                  share in satisfaction of its obligations hereunder or any
                  payment in lieu thereof.

         (d)      The Exercise Price per Common Share to be acquired upon the
                  exercise of an Option shall be subject to adjustment if and
                  whenever the Common Shares are subdivided or consolidated
                  after the date an Option is granted, or the Corporation fixes
                  a record date for and pays to holders of Common Shares of
                  record as of a date after the date the Option is granted a
                  dividend payable in Common Shares (such event is hereinafter
                  collectively referred to as an "Adjustment Event"). The
                  Exercise Price shall be adjusted effective immediately after
                  the effective date of the Adjustment Event by multiplying the
                  Exercise Price in effect immediately prior to the effective
                  date of the Adjustment Event by a fraction, the numerator of
                  which shall be the number of Common Shares outstanding on such
                  date before giving effect to the Adjustment Event and the
                  denominator of which shall be the number of Common Shares
                  outstanding immediately after giving effect to the Adjustment
                  Event, including, in the case where securities exchangeable
                  for or convertible into Common Shares are distributed, the
                  number of Common Shares that would have been outstanding had
                  such securities been exchanged for or converted into Common
                  Shares upon the effective date of such Adjustment Event.

4 EXISTING STOCK OPTIONS
  4.1    The existing options granted by the Corporation, representing
         approximately 8.61% of the issued and outstanding shares in the capital
         of the Corporation, are hereby brought under the umbrella of this Plan
         and, consequently, as of the date of the Plan, the following are the
         issued and outstanding options:

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Name of               No.of option        Exercise              Expiry
Optionee                 Shares            Price                 Date
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Gordon Samson           100,000            $0.20             Jan. 4, 2007
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Gordon Samson           100,000            $0.10             Oct. 5, 2006
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Theo Sanidas            190,000            $0.10             Oct. 5, 2006
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Theo Sanidas             55,000            $0.10             Nov 23, 2005
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Marcus New               50,000            $0.20             Jan. 4, 2007
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Marcus New              305,000            $0.10             Oct. 5, 2006
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Marcus New               20,000            $0.10             Sept 5, 2005
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Marcus New               10,000            $0.10             Nov 23, 2005
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Marty Anstey             24,000            $0.10             Oct. 5, 2006
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Marty Anstey              1,000            $0.10             Sept 5, 2005
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Marty Anstey              5,000            $0.10             Nov 23, 2005
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Shone Anstey             50,000            $0.20             Jan. 4, 2007
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Shone Anstey             94,000            $0.10             Oct. 5, 2006
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Shone Anstey              1,000            $0.10             Sept 5, 2005
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Shone Anstey              5,000            $0.10             Nov 23, 2005
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Richard Cushing          50,000            $0.20             Jan. 4, 2007
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Richard Cushing          24,000            $0.10             Oct. 5, 2006
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Richard Cushing           1,000            $0.10             July 12, 2004
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Richard Cushing           5,000            $0.10             Dec 21, 2004
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Richard Cushing           5,000            $0.10             Nov 23, 2005
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Ron Goyette              28,500            $0.10             Oct. 5, 2006
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Ron Goyette               1,500            $0.10             Dec 21, 2004
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Ron Goyette               5,000            $0.10             Nov 23, 2005
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Tina Miller               8,750            $0.10             Oct. 5, 2006
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Tina Miller               1,250            $0.10             Nov 8, 2004
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Kathy Stahr              15,000            $0.10             Oct. 5, 2006
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Kathy Stahr               5,000            $0.10             Nov 23, 2005
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Jim Romano              100,000            $0.20             Jan 4, 2007
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Scott Young             100,000            $0.20             Jan. 4, 2007
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Marie Shields            50,000            $0.20             Jan. 4, 2007
=========================================================================
Total                 1,140,000
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5 TERM AND TERMINATION
  5.1 Effective Date
    (a)  This Plan shall be effective upon the approval of this Plan by the
         CDNX. All Options granted by the Corporation prior to the approval date
         shall be deemed to form part of and to comply with the provisions of
         this Plan, except that such prior Options are not subject to the
         vesting provisions under this Plan. Upon approval of the CDNX, the
         Corporation may grant Options under this Plan up to the maximum number,
         provided that it shall be a term of any such grant of Option that the
         Participants may not exercise the Option until such time as the
         shareholders of the Corporation have approved this Plan.

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  5.2 Amend or Terminate Plan
    (a)  The Board may amend, suspend or terminate this Plan or any portion
         thereof at any time in accordance with applicable legislation, and
         subject to any required regulatory or shareholder approval. No such
         amendment, suspension or termination shall alter or impair any Options
         or any rights pursuant thereto granted previously to any Participant
         without the consent of such Participant.

  5.3 Continuing Effect
    (a)  If this Plan is terminated, the provision of this Plan and any
         administration guidelines, and other rules and regulations adopted by
         the Board and in force at the time of this Plan shall continue in
         effect during such time as an Option or any rights pursuant thereto
         remain outstanding.

6 COMPLIANCE WITH LEGISLATION
  6.1 Applicable Laws
    (a)  This Plan, the grant and exercise of Options hereunder and the
         Corporation's obligation to sell and deliver Common Shares upon
         exercise of Options, shall be subject to all applicable federal, state,
         provincial and foreign laws, rules and regulations, the rules and
         regulations of any stock exchange on which the Common Shares are listed
         for trading and to such approvals by any regulatory or governmental
         agency as may, in the opinion of counsel to the Corporation, be
         required.

(b)      The Corporation shall not be obliged by provision of this Plan or the
         grant of any Option hereunder to issue or sell Common Shares in
         violation of such laws, rules and regulations or any condition of such
         approvals.

  6.2 Void where Applicable

    (a)  No Option shall be granted and no Common Shares issued or sold
         hereunder where such grant, issue or sale would require registration of
         this Plan or of Common Shares under the securities laws of any foreign
         jurisdiction and any purported grant of any Option or issue or sale of
         Common Shares hereunder in violation of this provision shall be void.
  6.3 Listing on Stock Exchange
    (a)  The Corporation shall have no obligation to issue any Common Shares
         pursuant to this Plan unless such Common Shares shall have been duly
         listed, upon official notice of issuance, with all stock exchanges on
         which the Common Shares are listed for trading.

  6.4 Resale Restrictions
    (a)  Common Shares issued and sold to Participants pursuant to the exercise
         of Options may be subject to limitations on sale or resale under
         applicable securities laws. In particular, if Options are granted to
         any resident or citizen of the Province of British Columbia, the Board
         and the Corporation will use their best efforts to ensure that all
         matters pertaining to such Option shall be made in compliance with
         applicable British Columbia securities laws.

    (b)  The current policies of CDNX provide that Options shall be subject to a
         four month hold period commencing on the date of grant. Any Common
         Shares issued upon exercise of an Option may not be traded through the
         facilities of CDNX or otherwise in Canada during the term of the hold
         period without the prior written consent of CDNX.

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7      TERMS OF OPTIONS
  7.1 Grant of Options
    (a)  Subject to the provisions of this Plan, the Board shall have the
         authority to determine the limitations, restrictions and conditions, if
         any, in addition to those set forth in this section, applicable to the
         exercise of an Option, including, without limitation:

         (a)      the nature and duration of the restrictions, if any, to be
                  imposed upon the exercise of the Option or the sale or other
                  disposition of Common Shares acquired upon exercise of the
                  Option; and

         (b)      the nature of the events, if any, and the duration of the
                  period in which any Participant's rights in respect of Common
                  Shares acquired upon exercise of an Option may be forfeited,
                  with the discretion in the Board to modify or rescind such
                  restrictions in the event of certain corporate development
                  such as take over bid, reorganization, merger, change in
                  capital or amalgamations.

    (b)  An Eligible Person may receive Options on more than one occasion under
         this Plan and may receive separate Options on any one occasion.

7.2 Option Exercise Price
    (a)  The Board shall establish the Exercise Price at the time each Option is
         granted, subject to the following conditions:

         (a)      if the Common Shares are not listed, posted and trading on any
                  stock exchange or bulletin board, then the Exercise Price for
                  the Options granted shall be determined by the Board at the
                  time of granting; and

         (b)      if the Common Shares are listed, posted and trading on the
                  CDNX, then the Exercise Price for the Options granted then
                  shall not be less than the Discounted Market Price as defined
                  in the CDNX policies;

         (c)      if the Option is granted within 90 days of a distribution by a
                  Prospectus, the minimum exercise price will be the greater of
                  the Discounted Market Price and the per share price paid by
                  the public investors for the distribution under the
                  Prospectus; and.

         (d)      in all other cases, the Exercise Price shall be determined in
                  accordance with the rules and regulations of the applicable
                  regulatory bodies.

         (e)      The Exercise Price shall be subject to adjustment in
                  accordance with the provisions of subsection 3.3.

  7.3 Term of Options
    (a) For as long as the Corporation is classified as a Tier 2 company of the
         CDNX, Options granted must terminate on the earlier of the Termination
         Date or 5 years after the date of grant or such lesser period as may be
         determined by the Board. In the event the Corporation is classified by
         the CDNX as a Tier 1 company, then the Board can choose to comply with
         either the provisions of the Toronto Stock Exchange Option policy or
         the CDNX policies for Tier 2 companies.

    (b) If the Common Shares are no longer listed on the CDNX and are listed on
         another recognized stock exchange in North America, the Options granted
         may terminate on the earlier of the Termination Date or the maximum
         number of years as permitted by the policies of that stock exchange on
         which the Common Shares are listed, or such lesser period as may be
         determined by the Board.
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  7.4     When Exercisable

  The Board may determine when any Option will become exercisable, provided that
  each Option (other than the Options granted as at the date of this Agreement)
  must be subject to a vesting schedule under which not more than:

         (a)      25% of the initial aggregate number of common shares which may
                  be purchased under the Option may vest on allocation;

         (b)      25% of the initial aggregate number of common shares which may
                  be purchased under the Option may vest on the date which is 6
                  calendar months after the date of grant;

         (c)      25% of the initial aggregate number of common shares which may
                  be purchased under the Option may vest on the date which is 12
                  calendar months after the date of grant; and

         (d)      25% of the initial aggregate number of common shares which may
                  be purchased under the Option may vest on the date which is 18
                  calendar months after the date of grant.

  7.5 No Fractional Shares
    (a)  No fractional Common Shares shall be issued upon the exercise of
         options granted under this Plan and accordingly, if a Participant would
         become entitled to a fractional Common Share upon the exercise of an
         Option, such Participant shall only have the right to purchase the next
         lowest whole number of Common Shares and no payment or other adjustment
         will be made with respect to the fractional interest so disregarded.

8 Cease to Be Eligible Person
    (a)  If the Corporation or its Subsidiary terminates the employment or
         engagement of a Participant for any reason other than just cause, then
         any Option that has been granted to that Participant shall become fully
         vested and may be exercised within the earlier of 30 days of the
         Termination Date or the expiry date of the Option.

    (b)  If the Corporation or its Subsidiary terminates the employment or
         engagement of the Participant for just cause, or the Participant should
         terminate his or her employment or engagement with the Corporation or
         its Subsidiary, or the Participant ceases to become an Eligible Person,
         then the Participant shall be entitled only to exercise that part of
         the Option that is vested pursuant to clause 6.4 above within the
         earlier of 30 days of the Termination Date or the expiry date of the
         Option.

    (c)  If a Participant dies, the legal representative of the Participant may
         exercise the Participant's Options within 6 months after the date of
         the Participant's death, but only to the extent the Options were by
         their terms exercisable on the date of death.

  8.1 Non-transferable
    (a)  Options shall not be transferable by the Participant otherwise than by
         will or the laws of descent and distribution, and shall be exercisable
         during the lifetime of a Participant only by the Participant and after
         death only by the Participant's legal representative.

    (b)  Without limitation, and for greater certainty only, paragraph 7.6 will
         apply regardless of whether the Participant was dismissed with or
         without cause and regardless of whether the Participant received
         compensation in respect of dismissal or as entitled to a period of
         notice of termination which would otherwise have permitted a greater
         portion of the Option to vest with the Participant.

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  8.2 Option Agreement

         Each Option shall be confirmed by an option agreement executed by the
         Corporation and by the Participant.

  8.3     Payment of Exercise Price

    (a)  The exercise price of each Common Share purchased under an Option shall
         be paid in full in cash or by bank draft or certified cheque at the
         time of such exercise, and upon receipt of payment in full, but subject
         to the terms of this Plan, the number of Common Shares in respect of
         which the Option is exercised shall be duly issued as fully paid and
         non-assessable.

9 GENERAL
  9.1 Other Arrangements

  Nothing contained herein shall prevent the Board from adopting other or
  additional compensation arrangements, subject to any required approval.

  9.2 No Rights as Shareholder

  Nothing contained in this Plan nor in any Option granted thereunder
  shall be deemed to give any Participant any interest or title in or to
  any Common Shares of the Corporation or any rights as a shareholder of
  the Corporation or any other legal or equitable right against the
  Corporation whatsoever other than as set forth in this Plan and
  pursuant to the exercise of any Option.

  9.3 Continuing Services as Director, Officer, Employee or Consultant
    (a)  This Plan does not give any Participant or any employee of the
         Corporation or any of its associated, affiliated, subsidiary or
         controlled companies the right or obligation to or to continue to serve
         as a director, officer, employee or consultant, as the case may be, of
         the Corporation or any of its affiliated companies.

  9.4 No Fettering of Discretion

  The awarding of Options to any Eligible Person is a matter to be
  determined solely in the discretion of the Board. This Plan shall not
  in any way fetter, limit, obligate, restrict or constrain the Board
  with regard to the allotment or issue of any Common Shares or any other
  securities in the capital of the Corporation or any of its subsidiaries
  other than as specifically provided for in this Plan.

DATED at Vancouver, British Columbia, this 20th day of February, 2002.

iaNett International Systems Ltd.


per: Gordon Samson, President


per: Marcus New, Secretary & Director
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