EXHIBIT 4.2



                                   STRATABASE

                             STOCK OPTION AGREEMENT

This  Stock  Option  Agreement  (this  "Agreement")  is  entered  into  as  of
___________(date)  by  and  between  STRATABASE,  a  Nevada  corporation  (the
"Corporation")  and  ___________(the  "Optionee").

WHEREAS,  the  Corporation  desires  to  afford  the  Optionee an opportunity to
purchase  certain  Shares  of  the Corporation's common stock so as to acquire a
proprietary  interest  as  a  shareholder  of the Corporation and to provide the
Optionee  with  an  incentive  to  use  his  best  efforts in the service of the
Corporation.

NOW,  THEREFORE, in consideration of the premises and mutual covenants set forth
below,  the  parties  agree  as  follows:

1.     Grant  of  Option.
       -----------------

The  Corporation  hereby  grants  to  Optionee  the  right to purchase up to the
aggregate  number  of  Shares  set  forth  in  Exhibit  A attached hereto at the
exercise  price  per  Share  stated  therein.  The right to purchase such Shares
shall  be  subject  to  all of the provisions, terms and conditions set forth in
this  Agreement  and  in  the STRATABASE 2002 Stock Option (the Plan), a copy of
which  is  annexed  hereto  and  made  a  part  hereof.  Unless  defined in this
Agreement, capitalized terms used herein shall have the meaning ascribed to them
in  the  Plan.

__________(check  if  applicable):

This Option is not intended to be and shall not be treated as an Incentive Stock
Option  under  Section  422  of  the Code unless this sentence has been manually
crossed  out  and  its  deletion  is  followed by the signature of the corporate
officer  who  signed  this  Option  on  behalf of the Corporation _____________.

2.     Vesting  Schedule  and  Expiration.
       ----------------------------------

This  Option  shall  not  be  exercisable prior to the vesting date set forth in
Exhibit A attached hereto or subsequent to the expiration date set forth therein
unless  extended  by the Board of Directors or the Option Committee.  During the
exercise  period,  the  Option  may  be exercised by the Optionee (or such other
person or persons authorized to exercise Options under the Plan), in whole or in
part,  from  time  to  time,  subject  to the maximum percentage of Options then
exercisable  in  accordance  with  the  schedule set forth in Exhibit A attached
hereto.  The  Corporation  agrees  to  maintain  during  such  exercise period a
sufficient  number  of  Shares  (which  may be authorized and unissued Shares or
issued Shares that have been reacquired by the Corporation) corresponding to the
number  of unexercised Options granted to the Optionee after taking into account
any  Share  adjustment  under  the  Plan.

<PAGE>

3.     Restrictions  on  Transferability  of  Options.
       ----------------------------------------------

     This  Option  may  not be transferred by the Optionee other than by will or
the  laws of descent and distribution and may be exercised during the Optionee's
lifetime  only  by  the  Optionee  or  the  Optionee's  guardian  or  legal
representative.  A  transfer  of  an  Option  by will or the laws of descent and
distribution  shall not be effective unless the Option Committee shall have been
furnished  with such evidence as it may deem necessary to establish the validity
and  effectiveness  of  the  transfer.

4.     Termination  Provisions
       -----------------------

     (1)  Except  as provided in paragraphs (2), and (3) below, if an Optionee's
employment  by,  or relationship with, the Corporation is terminated voluntarily
or,  by  the Corporation, whether such termination is for Cause or for no reason
whatsoever,  any Option heretofore granted which remains unexercised at the time
of such termination shall expire immediately, provided, however, that the Option
Committee  may,  in its sole and absolute discretion, within thirty (30) days of
such  termination, waive the expiration of any Option awarded under the Plan, by
giving  written  notice  of  such waiver to the Optionee at such Optionee's last
known  address.  In the event of such waiver, the Optionee may exercise any such
Options  only  to such extent, for such time, and upon such terms and conditions
set  forth  in  subparagraph  (i)  above.  The  determination  as  to  whether a
termination  is  voluntary  or  for Cause shall be made by the Option Committee,
whose  decision  shall  be  final  and  conclusive.

     (2)  If  an Optionee ceases to be employed by or ceases to perform services
to  the  Corporation  by  reason of death or Disability, the aggregate amount of
unexercised  Options  granted  hereunder shall thereupon become fully vested and
immediately  exercisable  and shall expire no later than one (1) year thereafter
unless  such Options by their terms expire before such date. During such one (1)
year  period,  the  Optionee, or, in the case of death, the Optionee's estate or
the  person or persons to whom the Option was transferred by will or the laws of
descent  and  distribution, may exercise any such Options, and if not exercised,
shall expire at the end of such one (1) year period unless such Options by their
terms  expire  before  such  date.

     (3) If the Optionee ceases to be employed by, or ceases to provide services
to  the Corporation by reason of Retirement, the aggregate amount of unexercised
Options  granted  hereunder  shall thereupon become fully vested and immediately
exercisable and shall expire, in the case of an Incentive Stock Option, no later
than  three  (3)  months  following  such  Retirement,  or  in  the  case  of  a
Nonqualifying  Stock Option one (1) year following Retirement, unless, in either
case,  the  Options  by  their  terms  expire  prior  to  such  date.

5.     Exercise,  Payment  for  and  Delivery  of  Stock
       -------------------------------------------------

This  Option  may  be exercised by the Optionee or other person then entitled to
exercise  it by delivery of a written notice to the Secretary of the Corporation
together with this Option Agreement specifying the number of Options intended to
be  exercised  and  the exercise price and accompanied by payment in full of the
exercise  price  for  the  number  of Shares with respect to which the Option is
exercised.

If  the Corporation is required to withhold any federal, state or local tax as a
result of such exercise, the notice shall also be accompanied by a check payable


<PAGE>
to  the Corporation in payment of the applicable amount required to be withheld,
unless alternate arrangements have been agreed to between the parties to satisfy
any  applicable  withholding  obligations.

Payment  for  Shares  may  be  made  in cash, or with the approval of the Option
Committee  (which  may  be withheld in its sole discretion) with Shares having a
fair  market  value  on  the  date of exercise equal to the exercise price, or a
combination  of  cash  and  Shares.  In addition, subject to the approval of the
Option  Committee (which may be withheld in its sole discretion), payment may be
effected  wholly  or  partly by monies borrowed from the Corporation pursuant to
the  terms  of  a  promissory  note,  the terms and conditions of which shall be
determined  from time to time by the Option Committee.  An Optionee may purchase
less  than  the  total numbers of Shares for which Options are then exercisable,
provided,  however,  that  any  partial  exercise shall not be for less than 100
Shares  and  shall  not  include  any  fractional  Shares.  No  Optionee,  legal
representative  of  such  Optionee,  as  the  case may be, shall be, or shall be
deemed  to  be,  the  owner  of any Shares covered by an Option unless and until
certificates  for  the  Shares  are  issued  to  the Optionee or such Optionee's
representative  under  the  Plan.

6.     Adjustments.
       -----------

In  the  event that there is any change in the Shares of the Corporation arising
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock  split  or  combination  thereof,  the  Board of Directors shall make such
adjustments  in the aggregate number of Options subject to this Agreement and/or
the  price per share of such Options in order to prevent dilution or enlargement
of  the Optionee's rights and of the value represented by the Options.  Upon any
adjustment in the number or exercise price of Shares subject to an Option, a new
Option  may  be  granted in place of such Option which has been so adjusted.  In
the  event  of  a  dissolution  or  liquidation  of the Corporation or a merger,
consolidation,  sale of all or substantially all of the Corporation's assets, or
other  corporate  reorganization  in  which the Corporation is not the surviving
corporation, or any merger in which the Corporation is the surviving corporation
but the holders of Shares receive securities of another corporation, outstanding
Options  shall terminate, provided that the holder of each Option shall, in such
event,  if  no  provision has been made for the substitution of a new option for
such  outstanding  option,  have  the  right  immediately prior to such event to
exercise  the holder's Options in whole or in part without regard to the date on
which  the  Options  otherwise  would  be  first  exercisable.


7.     Compliance  with  Laws  and  Regulations.
       ----------------------------------------

By accepting this Option, the Optionee represents and agrees for himself and his
transferees  by  will  or  the  laws  of descent and distribution that, unless a
registration  statement  under  Securities Act of 1933 is in effect as to Shares
purchased upon any exercise of this  Option, (a) any and all Shares so purchased
shall be acquired for his personal account and not with a view to or for sale in
connection  with  distribution,  and  (b)  each notice of exercise of all or any
portion  of  this  Option  shall,  if  the  Option  Committee  so  requests,  be
accompanied  by  a  representation and warranty in writing, signed by the person
entitled  to  exercise  the  same, that the Shares are being so acquired in good
faith  for  his  or  her  personal account and not with a view to or for sale in
connection  with  any  distribution.


<PAGE>
No  certificates  for  Shares  purchased  upon  exercise of this Option shall be
issued  and  delivered unless and until, in the opinion of legal counsel for the
Corporation,  such  securities  may  be issued and delivered without causing the
Corporation  to  be  in  violation  of or incur any liability under any federal,
state  or  other  securities  law  or  any  other  requirement  of law or of any
regulatory  body having jurisdiction over the Corporation.  Without limiting the
generality  of the foregoing, the Optionee acknowledges and understands that the
Shares  subject  to the Options granted hereunder have not been registered under
the Securities Act of 1933, as amended, or under the blue sky or securities laws
                                                     --------
of  any state, that the Corporation has no obligation to so register any of such
Shares  and  that, except to the extent the Shares are so registered, the Shares
will be restricted securities and may be sold, transferred or otherwise disposed
of  only if an exemption from such registration is available.  Unless the Shares
have  been  so  registered,  there  shall be noted conspicuously upon each stock
certificate  representing  such  Shares,  the  following  statement:

     The  shares  of  stock  represented by this certificate have not been
     Registered under  the  Securities  Act  of  1933  (1933 Act) nor under
     any applicable state securities  act  and  may  not  be  offered  or
     sold  except pursuant to (i) an effective  registration statement
     relating to such stock under the 1933 Act and any  applicable  state
     securities  act, (ii) to the extent applicable, Rule 144 under the
     1933 Act (or any similar rule under such act or acts relating to the
     disposition  of  securities), or (iii) an opinion of counsel
     satisfactory to the Corporation  that an exemption from registration
     under Act or Acts is available.

8.     Invalidity;  Severability.
       -------------------------

If any clause or provision of this Agreement shall be adjudged invalid, the same
shall  not  affect  the  validity  of  any  other  clause  or  provision of this
Agreement, or of any other document pertaining to the subject matter thereof, or
constitute  by reason thereof, any claim or cause of action in favor of Optionee
as against the Corporation.  In addition, the provisions of this Agreement shall
be  read  and  construed  and  shall  have  effect  as  separate,  severable and
independent  provisions  or  restrictions, and shall be enforceable accordingly.


9.     Entire  Agreement;  No  Waiver;  Remedies.
       -----------------------------------------

This Agreement contains the entire agreement of the parties and incorporates and
supersedes  any and all prior or contemporaneous oral or written agreements with
respect  to  the  matters referred to in it.  No waiver of any breach or default
hereunder  shall  be  considered valid unless in writing and signed by the party
giving  such  waiver,  and  no  such  waiver  shall  be  deemed  a waiver of any
subsequent  breach  or default of the same or similar nature.  No failure on the
part  of  any  party  to exercise, and no delay in exercising any right, remedy,
power  or  privilege  hereunder  shall  operate  as  a waiver thereof; no waiver
whatever  shall  be valid unless in writing signed by the party or parties to be
charged and then only to the extent specifically set forth in such writing.  All
remedies,  rights, powers and privileges, either under this Agreement  or by law
or  otherwise  afforded  the  parties to this Agreement, shall be cumulative and
shall  not  be exclusive of any remedies, rights, powers and privileges provided
by  law.

10.     Successors  and  Assigns.
        ------------------------

The  rights  and obligations of the Corporation under this Agreement shall inure
to  the  benefit  of and shall be binding upon the successors and assigns of the
Corporation.


<PAGE>
11.     Headings;  Counterparts;  Governing  Law.
        ----------------------------------------

The headings in this Agreement are for convenience of reference only and are not
intended  to  define  or  limit  the contents of any section or paragraph.  This
Agreement  may  be  executed in one or more counterparts, each of which shall be
deemed  an original, but all of which together shall constitute one and the same
instrument.  This  Agreement  shall  in  all  respects  be  governed by the laws
(without  reference  to  conflicts  of  laws  principles) of the State of Nevada
applicable  to  contracts  made  and  performed  within  the  State  of  Nevada.

12.     Execution.
        ---------

     (1)  The  grant of the Option hereunder shall be binding and effective only
if this Agreement is duly executed by or on behalf of the Corporation and by the
Optionee,  and  a  signed  copy  is  returned  to  the  Corporation.

     (2)  The  Optionee  acknowledges  that no assurances or representations are
made  by  the Corporation as to the present or future market value of the Shares
or  as  to  the  business,  affairs,  financial  condition  or  prospects of the
Corporation.


13.     Governing  Provisions.
        ---------------------

     In  the event of any conflict between the terms and provisions contained in
this  Agreement  and  the terms and provisions contained in the Plan, the terms,
provisions  and  conditions  set  forth  in  the  Plan  shall  govern.


14.     Optionee  Bound  by  Plan.
        -------------------------

OPTIONEE  ACKNOWLEDGES RECEIPT OF THE ATTACHED COPY OF THE STRATABASE 2002 STOCK
OPTION  PLAN  AND  AGREES  TO  BE BOUND BY ALL THE TERMS AND PROVISIONS THEREOF.


AGREED  AND  ACCEPTED:                       STRATABASE




-------------------------------              By:-------------------------------
Optionee                                         Name:
                                                 Title:


<PAGE>
                                   EXHIBIT A

                                       TO

                    AGREEMENT dated as of _____________(date)

                        PURSUANT TO THE STRATABASE 2002

                                STOCK OPTION PLAN

                                      with

                        ___________________(the OPTIONEE)



_______(check  if  applicable)
The  Option awarded under this Agreement is intended to be a Nonqualifying Stock
Option.

_______(check  if  applicable)
The  Option  awarded under this Agreement is intended to qualify as an Incentive
Stock Option  pursuant  to  Section  422  of  the  Code.

(a)     Number  of  shares  of  the  Common  Stock  covered  by  the  Option:
        ________________  Shares

(b)     Exercise  price  per  share:  $___________

(c)     Vesting  Schedule:
        -----------------

Number of Shares         Date

_________                __________
_________                __________
_________                __________