<PAGE>
                                                                   EXHIBIT 10.12




                           2002 STOCK OPTION PLAN OF




                          BLADE INTERNET VENTURES INC.

                                JANUARY 10, 2002




                              A NEVADA CORPORATION


<PAGE>


                              STOCK OPTION PLAN OF
                          BLADE INTERNET VENTURES INC.

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                             Page No.
                                                                                                             --------

<S>                                                                                                          <C>
PURPOSE OF THE PLAN...............................................................................................1

TYPES OF STOCK OPTIONS............................................................................................1

DEFINITIONS.......................................................................................................1

ADMINISTRATION OF THE PLAN........................................................................................2

GRANT OF OPTIONS..................................................................................................3

STOCK SUBJECT TO PLAN.............................................................................................4

TERMS AND CONDITIONS OF OPTIONS...................................................................................4

TERMINATION OR AMENDMENT OF THE PLAN..............................................................................9

INDEMNIFICATION...................................................................................................9

EFFECTIVE DATE AND TERM OF THE PLAN..............................................................................10
</TABLE>


<PAGE>


                              STOCK OPTION PLAN OF
                          BLADE INTERNET VENTURES INC.

                              A NEVADA CORPORATION
===============================================================================


1.       PURPOSE OF THE PLAN

The purpose of this Plan is to strengthen Blade Internet Ventures Inc.
(hereinafter the "Company") by providing incentive stock options as a means to
attract, retain and motivate key corporate personnel, through ownership of
stock of the Company, and to attract individuals of outstanding ability to
render services to and enter the employment of the Company or its subsidiaries.

2.       TYPES OF STOCK OPTIONS

There shall be two types of Stock Options (referred to herein as "Options"
without distinction between such different types) that may be granted under
this Plan: (1) Options intended to qualify as Incentive Stock Options under
Section 422 of the Internal Revenue Code ("Qualified Stock Options"), and (2)
Options not specifically authorized or qualified for favorable income tax
treatment under the Internal Revenue Code ("Non-Qualified Stock Options").

3.       DEFINITIONS

The following definitions are applicable to the Plan:

         (1)      Board. The Board of Directors of the Company.

         (2)      Code. The Internal Revenue Code of 1986, as amended from time
                  to time.

         (3)      Common Stock. The shares of Common Stock of the Company.

         (4)      Company. Blade Internet Ventures Inc., a Nevada corporation.

         (5)      Consultant. An individual or entity that renders professional
                  services to the Company as an independent contractor and is
                  not an employee or under the direct supervision and control
                  of the Company.

         (6)      Disabled or Disability. For the purposes of Section 7, 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.

         (7)      Fair Market Value. For purposes of the Plan, the "fair market
                  value" per share of Common Stock of the Company at any date
                  shall be: (a) if the


<PAGE>
                                       2


                  Common Stock is listed on an established stock exchange or
                  exchanges or the NASDAQ National Market, 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, but is
                  quoted on the NASDAQ Small Cap Market, the NASDAQ electronic
                  bulletin board or the National Quotation Bureau pink sheets,
                  the average of the closing bid and asked prices per share for
                  the Common Stock as quoted by NASDAQ or the National
                  Quotation Bureau, as the case may be, on the last trading day
                  immediately preceding such date; or (c) if the Common Stock
                  is not then listed on an exchange or the NASDAQ National
                  Market, or quoted by NASDAQ or the National Quotation Bureau,
                  an amount determined in good faith by the Plan Administrator.

         (8)      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.

         (9)      Non-Qualified Stock Option. Any Stock Option that is not an
                  Incentive Stock Option.

         (10)     Optionee. The recipient of a Stock Option.

         (11)     Plan Administrator. The board or the Committee designated by
                  the Board pursuant to Section 4 to administer and interpret
                  the terms of the Plan.

         (12)     Stock Option. Any option to purchase shares of Common Stock
                  granted pursuant to Section 7.

4.       ADMINISTRATION OF THE PLAN

This Plan shall be administered by the Board of Directors or by a Compensation
Committee (hereinafter the "Committee") composed of members selected by, and
serving at the pleasure of, the Board of Directors (the "Plan Administrator").
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, to select, from time to
time, among the eligible employees and non-employee consultants (as determined
pursuant to Section 5) of the Company and its subsidiaries those employees and
consultants to whom Stock Options will be granted, to determine the duration
and manner of the grant of the Options, to determine the exercise price, the
number of shares and other terms covered by 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,


<PAGE>
                                       3


or of any agreement issued and executed under the Plan, shall be final and
binding upon all parties. No member of the Committee or 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.

If a Committee is established, all of the members of the Committee shall be
persons who, in the opinion of 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. From time to time, the
Board may increase or decrease 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 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.

At the option of the Board, the entire Board of Directors of the Company may
act as the Plan Administrator during such periods of time as all members of the
Board are "outside directors" as defined in Prop. Treas. Regs. '1.162-27(e)(3),
except that this requirement shall not apply during any period of time prior to
the date the Company's Common Stock becomes registered pursuant to Section 12
of the Securities Exchange Act of 1934, as amended.

5.       GRANT OF OPTIONS

The Company is hereby authorized to grant Incentive Stock Options as defined in
section 422 of the Code to any employee or director (including any officer or
director who is an employee) of the Company, or of any of its subsidiaries;
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 time such Incentive Stock
Option is granted the Option price 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 employee may receive more than one Option under the Plan. Non-Employee
Directors shall be eligible to receive Non-Qualified Stock Options in the
discretion of the Plan Administrator. In addition, Non-Qualified Stock Options
may be granted to employees, officers, directors and consultants who are
selected by the Plan Administrator.


<PAGE>
                                       4


6.       STOCK SUBJECT TO PLAN

The stock available for grant of Options under the Plan shall be shares of the
Company's authorized but unissued, or reacquired, Common Stock. Subject to
adjustment as provided herein, the maximum aggregate number of shares of the
Company's common stock that may be optioned and sold under the Plan is
1,450,000 shares. The maximum aggregate number of shares of the Company's
common stock that may be optioned and sold under the Plan will be increased
effective the first day of each of the Company's fiscal quarters, beginning
with the fiscal quarter commencing April 1, 2002, by an amount equal to the
lesser of:

         (1)      The number of shares which is equal to 15% of the outstanding
                  shares of the Common Stock on the first day of the applicable
                  fiscal quarter, less the number of shares of Common Stock
                  which may be optioned and sold under the Plan prior to the
                  first day of the applicable fiscal quarter; and

         (2)      a lesser number of shares of Common Stock determined by the
                  board of directors of the Company.

The maximum number of shares for which an Option may be granted to any Optionee
during any calendar year shall not exceed three percent (3%) of the issued and
outstanding common shares of the Company. 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
regard 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 that 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:

         (1)      Number of Shares. Each Option agreement shall specify the
                  number of shares subject to the Option.

         (2)      Option Price. The purchase price for the shares subject to
                  any Option shall be determined by the Plan Administrator at
                  the time of the grant, but shall not be less than 85% of Fair
                  Market 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 any Incentive Stock Option granted to an


<PAGE>
                                       5


                  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. For purposes of determining the stock
                  ownership of an employee, the attribution rules of Section
                  424(d) of the Code shall apply.

         (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
                  unexercisable herein, stating the number of shares bring
                  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, delivery of:
                  (i) cash or check for an amount equal to the aggregate Stock
                  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
                  Stock Option (a "cashless exercise"), or (iii) in the
                  discretion of the Plan Administrator, upon such terms as the
                  Plan Administrator shall approve, 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 check payable to the Company,
                  (ii) a cashless exercise, (iii) a 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 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.
                  Notwithstanding the foregoing, the Company, in its sole
                  discretion, 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 the
                  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.


<PAGE>
                                       6


         (4)      Terms 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, or a Non-Employee Director or Consultant ceases
                  to provide services to the Company, if such termination or
                  cessation 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, or a
                  Non-Employee Director or Consultant ceases to provide
                  services to the Company, if such termination or cessation 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.

         (5)      Exercise of an Option. 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 vest or be exercisable and to accelerate
                  the time or times of vesting and exercise; provided, however
                  each Option shall provide the right to exercise at the rate
                  of at least 20% per year over five years from the date the
                  Option is granted. Unless otherwise provided by the Plan
                  Administrator, each Option will not be subject to any vesting
                  requirements. To the extent that an Optionee has the right to
                  exercise an Option and purchase shares pursuant hereto, 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.

         (6)      No Transfer of Option. No Option shall be transferable by an
                  Optionee otherwise than by will or the laws of descent and
                  distribution.

         (7)      Limit on Incentive Stock Option. The aggregate Fair Market
                  Value (determined at the time the Option is granted) of the
                  stock with respect to which an Incentive Stock Option is
                  granted and exercisable for the first time by an Optionee
                  during any calendar year (under all Incentive Stock Option
                  plans of the Company and its subsidiaries) shall not exceed
                  $100,000. To the extent 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


<PAGE>
                                       7


                  Options shall be treated as Non-Qualified Stock Options. The
                  determination of which Stock Options 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.

         (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 state securities laws. If an
                  Optionee acquires shares of Common Stock pursuant to the
                  exercise of an Option, 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 be
                  subject to restrictions on transfer. The Company may place a
                  legend on the share certificates 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 buy-sell agreement in favor of the
                  Company or its designee with respect to all or any of the
                  shares so acquired. In such event, the terms of any such
                  agreement shall apply to the optioned shares.

         (9)      Investment Representation. Any Optionee may be required, as a
                  condition of issuance of shares covered by his or her Option,
                  to represent that the shares to be acquired pursuant to
                  exercise will be acquired for investment and without a view
                  toward distribution thereof, and in such case, the Company
                  may place a legend on the share certificate(s) evidencing 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.

         (10)     Rights as a Shareholder or Employee. An Optionee or
                  transferee of an Option shall have no right as a stockholder
                  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 paragraph (13) below.
                  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.

         (11)     No Fractional Shares. In no event shall the Company be
                  required to issue fractional shares upon the exercise of an
                  Option.


<PAGE>
                                       8


         (12)     Exercise 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 paragraph (4) above.

         (13)     Recapitalization or Reorganization of the Company. Except as
                  otherwise provided herein, appropriate and proportionate
                  adjustments shall be made (1) in the number and class of
                  shares subject to the Plan, (2) to the Option rights granted
                  under the Plan, and (3) in 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, recapitalization, 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 with any other
                  corporation in which the Company is not the surviving
                  corporation, or the Company becomes a wholly-owned subsidiary
                  of another corporation, then if the Plan Administrator shall,
                  in its sole discretion, determine that such change equitably
                  requires an adjustment to shares of 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 adjustment 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 he 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


<PAGE>
                                       9


                  Options 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.

         (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, without the approval of the Board, modify any
                  outstanding Incentive Stock Option in any manner that 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.

         (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 or the written consent of a majority of the outstanding shares of
Common Stock, there shall be (except by operation of the provisions of
paragraph (13) above) 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, no reduction in the limits for determination of the minimum
exercise price of Options granted under the Plan, and no extension of the
limits for determination of the latest date upon which Options may be
exercised; and provided further that, without the consent of the Optionee, no
amendment may adversely affect any then outstanding Option or any unexercised
portion thereof.

9.       INDEMNIFICATION

In addition to such other rights of indemnification as they may have as members
of the Board Committee that administers the Plan, the members of the Plan
Administrator shall be indemnified by the Company against reasonable expense,
including attorney's fees,


<PAGE>
                                      10


actually and necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein to which they, or
any of them, may be a party by reason of any action taken or failure to act
under or in connection with the Plan or any Option granted thereunder, and
against any and all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company).
In addition, such members shall be indemnified by the Company for any amount
paid by them in satisfaction of a judgment in any action, suit, or proceeding,
except in relation to matters as to which it shall have been adjudged that such
member is liable for negligence or misconduct in the performance of his or her
duties, provided however that within sixty (60) days after institution of any
such action, suit, or proceeding, the member shall in writing offer the Company
the opportunity, at its own expense, to handle and defend the same.

10.      EFFECTIVE DATE AND TERM OF THE PLAN

This Plan shall become effective (the "Effective Date") on the date of adoption
by the board of directors. Options granted under the Plan prior to shareholder
approval are subject to cancellation by the Plan Administrator if shareholder
approval is not obtained within 12 months of the date of adoption. Unless
sooner terminated by the Board in its sole discretion, this Plan will expire on
January 10, 2012.

IN WITNESS WHEREOF, the Company by its duly authorized officer, has caused this
Plan to be executed as of the 10th day of January, 2002.


BLADE INTERNET VENTURES INC.



--------------------------------
By:  Frank Anderson
Its: Secretary