<PAGE>  1
                            EXHIBIT 10.3


                         STOCK OPTION PLAN
                                 OF
                            CONSIL CORP.

                                 I.
                          PURPOSE OF PLAN

The  ConSil Corp.  Stock Option  Plan (the  "Plan") is  intended to
advance  the  interests  of   ConSil  Corp.  (the  "Company"),  its
shareholders,  and  its subsidiaries  by  encouraging and  enabling
selected officers,  directors, and  other key employees  upon whose
judgment, initiative  and effort  the Company is  largely dependent
for the successful conduct of its business, to acquire and retain a
proprietary  interest in  the Company  by  ownership of  its stock.
Options granted under the Plan are intended to  be options which do
not  meet the requirements of  Section 422 of  the Internal Revenue
Code of 1986 (the "Code").

                                II.
                            DEFINITIONS

2.1  "Administrative Committee"  means the Board of  Directors or a
     committee  appointed by  the Board  of Directors,  pursuant to
     Article III below, administering the Plan.

2.2  "Affiliate" means  a "parent  corporation" of the  Company, as
     described in  Section 424(e)  of  the Code,  or a  "subsidiary
     corporation" of the Company, as described in Section 424(f) of
     the Code.

2.3  "Board" means the Board of Directors of the Company.

2.4  "Code" means the Internal Revenue Code of 1986.

2.5  "Common Stock" means the Company's no par value Common Stock.

2.6  "Company" means ConSil Corp.

2.7  "Date of Grant" means  the date on which an  Option is granted
     under the Plan.

2.8  "Disinterested  Person" has  the  meaning  defined in  Article
     3.1(c) of this Plan.

2.9  "Option" means an option granted under the Plan.

2.10 "Optionee" means a  person to  whom an Option,  which has  not
     expired, has been granted under the Plan.

2.11 "Plan" means this Stock Option Plan.

2.12 "Qualified Successor" means a person or persons entitled under
     Optionee's will or applicable laws of descent and distribution
     to  receive Incentive  Stock Options held  by Optionee  at the
     time of Optionee's death.
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2.13 "Reorganization"  and  "Reorganization  Agreement"   have  the
     meanings defined in Article VII of this Plan.

2.13 "Subsidiary" or "Subsidiaries" means a  subsidiary corporation
     or  corporations of the Company  as defined in  Section 424 of
     the Code.

2.14 "Successor" means the  legal representative of the estate of a
     deceased Optionee  or the  person or  persons who  acquire the
     right  to exercise an Option  by bequest or  inheritance or by
     reason of the death of any Optionee.

                                III.
                       ADMINISTRATION OF PLAN

3.1  This Plan shall be  administered by the Board of  Directors of
     the Company (the "Board")  unless a committee of the  Board is
     appointed in accordance with Article 3.2 or 3.4(b) below.  The
     Board,  or such committee if appointed, will be referred to in
     this Plan as the "Administrative Committee."

3.2  The Board may at  any time appoint a committee,  consisting of
     not  less than two of its  members, to administer this Plan on
     behalf  of  the  Board  in  accordance  with  such  terms  and
     conditions  not inconsistent with  this Plan as  the Board may
     prescribe.    After  it  is  appointed,  the  committee  shall
     continue  to serve until otherwise directed by the Board.  The
     Board may appoint additional  members to the committee; remove
     members  (with  or  without  cause);  fill  vacancies  however
     caused;  and/or  remove  all  members  of  the  committee  and
     thereafter directly administer this Plan.

3.3  A  majority of  the  members of  the Administrative  Committee
     shall constitute a  quorum; and subject to the  limitations of
     this Article III, all  actions of the Administrative Committee
     shall require the affirmative vote of members who constitute a
     majority of a quorum.  Members of the Administrative Committee
     who  are  not Disinterested  Persons  (as  defined in  Article
     3.4(c)) may  vote on any matters  affecting the administration
     or  the  grant of  Stock  Options  under the  Plan;  provided,
     however,  that no member shall vote on the granting of a Stock
     Option to himself or herself (but  a member may be counted  in
     determining  the existence  of a  quorum at  a meeting  of the
     Administrative  Committee during  which action  is taken  with
     respect to the granting of such Stock Option).

3.4  Notwithstanding  the foregoing provisions of this Article III,
     to the extent  necessary to  be exempt from  the operation  of
     Section  16(b) of  the  Securities Exchange  Act  of 1934,  as
     amended  (the  "Exchange  Act"),  this  Plan  shall  from  the
     effective  date of  registration  until six  months after  the
     termination thereof, be administered as follows:





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     a.   The Board shall administer the Plan  directly (regardless
          of whether a  committee of the  Board has been  appointed
          under Article 3.2) as long as each member of the Board is
          a Disinterested Person,  and all actions of  the Board as
          the   Administrative   Committee   shall    require   the
          affirmative vote of  directors who constitute a  majority
          of a quorum.

     b.   If  at  any   time  a  member  of  the  Board  is  not  a
          Disinterested Person, the Board shall appoint a committee
          consisting of two or more of its members, each of whom is
          a Disinterested Person, to administer this Plan on behalf
          of the  Board.   Such committee  shall act  in accordance
          with terms and conditions prescribed by  the Board to the
          extent such  terms  and conditions  are not  inconsistent
          with  this Plan.    Once appointed,  the committee  shall
          continue to serve until  otherwise directed by the Board.
          From  time  to time,  the  Board  may appoint  additional
          members to the committee; remove members (with or without
          cause); fill vacancies however caused; and/or at any time
          when all members of  the Board are Disinterested Persons,
          remove  all  members  of  the  committee  and  thereafter
          directly administer this Plan.  At no time shall a person
          who is not a Disinterested Person serve on  the committee
          appointed  under  this  Article 3.4(b),  nor  shall  such
          committee at any time have fewer than two members.

     c.   The  term "Disinterested  Person" shall  mean  a director
          who, during the one year prior to service as a  member of
          the Administrative  Committee or during such  service, is
          not granted or awarded equity securities pursuant to this
          Plan  or any  other plan  of the  Company or  any of  its
          Affiliates (as defined in  Article 2.2) other than grants
          or awards that pursuant  to Rule 166-3(c)(2)(i) under the
          Exchange Act will not cause the director to cease to be a
          "Disinterested Person," as defined in such rule.

3.5  The  following provisions  shall  apply to  the Administrative
     Committee:

     a.   The Administrative Committee shall have  the authority to
          (i) administer  this Plan in accordance  with its express
          terms; (ii) determine all questions arising in connection
          with the administration, interpretation,  and application
          of  this Plan,  including all  questions relating  to the
          value  of the  Common  Stock; (iii)  correct any  defect,
          supply any information and reconcile any inconsistency in
          such  manner and  to  such  extent  as  shall  be  deemed
          necessary or advisable  to carry out the  purpose of this
          Plan;  (iv)  prescribe,  amend,  and  rescind  rules  and
          regulations relating to the  administration of this Plan;
          (v)  determine the  duration  and purposes  of leaves  of
          absence  which  my  be granted  to  participants  without
          constituting  a termination of employment for purposes of
          this  Plan;  and  (vi)  make   all  other  determinations
          necessary or advisable for administration of this Plan.

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     b.   The   authority  of   the  Administrative   Committee  to
          administer the Plan shall  be exercised consistently with
          the intent that (i)  the Stock Options issued under  this
          Plan qualify under Section 422 of the Code (including any
          amendments   thereof   or  successor   provision  similar
          thereto);  and (ii) the Plan be  administered in a manner
          that  satisfies  the  conditions  of  Rule 16b-3(c)(2)(i)
          under the Exchange Act (including any  amendments thereof
          and any successor provision  similar thereto) so that the
          grant  of Stock Options  under this  Plan, and  all other
          actions taken with  respect to the  Plan, to the  options
          granted thereunder and to  the Common Stock acquired upon
          exercise of  Stock Options, shall to  the extent possible
          be  exempt  from the  operation of  Section 16(b)  of the
          Exchange Act.

     c.   All determinations made  by the Administrative  Committee
          in  good faith on matters referred to in this Article 3.5
          shall be final, conclusive, and binding upon all persons.
          The   Administrative  Committee  shall  have  all  powers
          necessary or appropriate to  accomplish its duties  under
          this Plan.

                            ARTICLE IV.
                  COMMON STOCK SUBJECT TO OPTIONS

The  aggregate number of shares of the Company's Common Stock which
may be issued upon the exercise of Options  granted under this Plan
and any other  stock option plan  adopted by the Company  shall not
exceed  ten   percent  (10%)  of  the  then  currently  issued  and
outstanding  shares  of  the  Company's Common  Stock,  subject  to
adjustment  under  the provisions  of Article  VII.   The aggregate
number of shares of the Company's Common  Stock which may be issued
to any  one person shall not  exceed five percent (5%)  of the then
currently  issued and  outstanding shares  of the  Company's Common
Stock.  The  shares of Common Stock to be  issued upon the exercise
of Options may be authorized but unissued shares, shares issued and
reacquired by  the Company or shares  bought on the market  for the
purposes  of the  Plan.   In the  event any  Option shall,  for any
reason, terminate or  expire or be surrendered  without having been
exercised  in full,  the  shares subject  to  such Option  but  not
purchased thereunder  shall again be  available for  Options to  be
granted under the Plan.

                             ARTICLE V.
                            PARTICIPANTS

Options may be  granted under the Plan to any person  who is or who
agrees  to  become an  officer,  director,  or employee  (including
officers  and employees who are  also directors) of  the Company or
any of its subsidiaries.






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<PAGE>  5
                            ARTICLE VI.
                  TERMS AND CONDITIONS OF OPTIONS

Any  Option granted  under  the  Plan  shall  be  evidenced  by  an
agreement executed  by the  Company and  the applicable  officer or
employee and  shall contain such terms  and be in such  form as the
Administrative Committee may from time to time approve,  subject to
the following limitations and conditions:

6.1  OPTION PRICE.  The Option price per share with respect to each
     Option may be the lowest price allowable under applicable laws
     and regulations.

6.2  PERIOD OF OPTION.  The expiration date of each Option shall be
     fixed by the Administrative Committee; but notwithstanding any
     provision of  the Plan to  the contrary, such  expiration date
     shall not be more than five (5) years from the Date of Grant.

6.3  VESTING OF  SHAREHOLDER RIGHTS.   Neither an Optionee  nor his
     successor shall have any of the rights of a shareholder of the
     Company  until   the  Option   has  been  exercised   and  the
     certificates  evidencing  the  shares purchased  are  properly
     delivered to such Optionee or his successor.

6.4  EXERCISE OF  OPTION.  Each  Option shall  be exercisable  from
     time to time over a period commencing on the Date of Grant and
     ending  upon  the expiration  or  termination  of the  Option;
     provided,  however,  the Administrative  Committee may  by the
     provisions of any Option agreement limit the  number of shares
     purchasable thereunder in any period or periods of time during
     which  the  Option is  exercisable.   An  Option shall  not be
     exercisable  in  whole  or  in  part  prior  to  the  date  of
     shareholder approval of the Plan.

6.5  NON-TRANSFERABILITY   OF   OPTION.     No   Option   shall  be
     transferable or  assignable by an Optionee,  otherwise than by
     will or the laws  of descent and distribution and  each Option
     shall be exercisable, during  the Optionee's lifetime, only by
     him.   No Option shall be  pledged or hypothecated in  any way
     and no  Option shall be  subject to execution,  attachment, or
     similar  process  except  with  the  express  consent  of  the
     Administrative Committee.

6.6  TERMINATION OF EMPLOYMENT.   Upon termination of an Optionee's
     employment  with the Company or  with any of its subsidiaries,
     his Option  privileges shall  be limited  to the  shares which
     were  immediately  purchasable  by  him at  the  date  of such
     termination and  such Option  privileges  shall expire  unless
     exercised  by  him  within 30  days  after  the  date of  such
     termination.   In the  event of  termination of  an Optionee's
     employment   "for  cause,"   his   Option   privileges   shall
     immediately terminate.    The  granting  of an  Option  to  an
     eligible person does not alter in any way the Company's or the
     relevant   subsidiary's  existing  rights  to  terminate  such
     person's  employment  at any  time for  any  reason or  for no
     reason,  nor does  it confer  upon such  person any  rights or
     privileges except as specifically provided for in the Plan.

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<PAGE>  6

6.7  DEATH OF  OPTIONEE.  If an Optionee dies while a member of the
     Board or in  the employ of the Company  or any subsidiary, the
     Option privileges of the estate shall be limited to the shares
     which were immediately purchasable by the Optionee at the date
     of  death  and  such  Option privileges  shall  expire  unless
     exercised by  the Optionee's  successor within one  year after
     the date of death.

                            ARTICLE VII.
                            ADJUSTMENTS

7.1  In  the event that the  outstanding shares of  Common Stock of
     the Company  are hereafter  increased or decreased  or changed
     into or  exchanged for a different number or kind of shares or
     other securities of the Company or of another  corporation, by
     reason  of a recapitalization,  reclassification, stock split-
     up, combination  of shares, or dividend  or other distribution
     payable in capital stock, appropriate adjustment shall be made
     by the  Administrative  Committee in  the number  and kind  of
     shares  for the purchase of which Options may be granted under
     the  Plan.   In addition,  the Administrative  Committee shall
     make appropriate adjustment  in the number and  kind of shares
     as  to which  outstanding  Options, or  portions thereof  then
     unexercised,  shall  be  exercisable,  to  the  end  that  the
     proportionate interest of  the holder of the Option  shall, to
     the extend practicable, be maintained as before the occurrence
     of such event.   Such adjustment in  outstanding Options shall
     be  made without change in  the total price  applicable to the
     unexercised  portion of  the Option  but with  a corresponding
     adjustment in the Option price per share.

7.2  In the event of the dissolution or liquidation of the Company,
     any Option granted under the Plan shall terminate as of a date
     to be fixed by the Administrative Committee, provided that not
     less than 30 days written notice of the date so fixed shall be
     given to each Optionee  and each such Optionee shall  have the
     right  during such period to exercise his  Option as to all or
     any  part of the shares covered thereby including shares as to
     which such Option would not otherwise be exercisable by reason
     of an insufficient lapse of time.

7.3  In  the event of a Reorganization  (as hereinafter defined) in
     which the Company  is not the surviving or  acquiring company,
     or  in  which   the  Company  is  or  becomes  a  wholly-owned
     subsidiary of another company after  the effective date of the
     Reorganization, then

     a.   If  there   is  no  plan  or   agreement  respecting  the
          Reorganization  ("Reorganization  Agreement")  or if  the
          Reorganization  Agreement  does not  specifically provide
          for  the change,  conversion, or  exchange of  the shares
          under  outstanding  and  unexercised  stock  Options  for
          securities    of    another    corporation,   then    the
          Administrative  Committee shall take such action, and the
          Options shall terminate, as provided in Article 7.2; or


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<PAGE>  7

     b.   If  there  is  a  Reorganization  Agreement  and  if  the
          Reorganization  Agreement  specifically provides  for the
          change,  conversion,  or  exchange  of  the  shares under
          outstanding and unexercised stock Options  for securities
          of another corporation, then the Administrative Committee
          shall  adjust  the  shares  under  such  outstanding  and
          unexercised stock  Options (and  shall adjust the  shares
          remaining under the  Plan which are then available to the
          Optionee under the Plan,  if the Reorganization Agreement
          makes  specific  provision  therefor)  in  a  manner  not
          inconsistent  with the  provisions of  the Reorganization
          Agreement  for  the  adjustment, change,  conversion,  or
          exchange of such stock and such Options.

     The term  "Reorganization" as used  in this Article  VII shall
     mean any  statutory merger;  statutory consolidation;  sale of
     all  or substantially  all of  the assets  of the  Company; or
     pursuant  to  an  agreement  with the  Company,  the  sale  of
     securities  of the Company pursuant to which the Company is or
     becomes a wholly-owned subsidiary of another company after the
     effective date of the Reorganization.

7.4  Adjustments and determinations under this Article VII shall be
     made by  the Administrative  Committee, whose decisions  as to
     what  adjustments or  determinations  shall be  made, and  the
     extent thereof, shall be final, binding, and conclusive.

                           ARTICLE VIII.
                   RESTRICTIONS ON ISSUING SHARES

The exercise of  each Option shall be subject to the condition that
if at any  time the Company shall determine in  its discretion that
the  satisfaction   of  withholding   tax   or  other   withholding
liabilities, or that the listing, registration, or qualification of
any  shares  otherwise  deliverable  upon such  exercise  upon  any
securities exchange  or under any state or federal law, or that the
consent  or approval  of  any regulatory  body,   is  necessary  or
desirable as a condition  of, or in connection with,  such exercise
or the delivery or purchase of shares pursuant thereto, then in any
such  event,  such exercise  shall  not  be effective  unless  such
withholding,  listing,  registration,  qualification,  consent,  or
approval  shall  have  been  effected  or  obtained  free   of  any
conditions not acceptable to the Company.

                            ARTICLE IX.
                          USE OF PROCEEDS

The proceeds received by  the Company from the sale of Common Stock
pursuant to the exercise of Options granted under the Plan shall be
added to the Company's general funds and used for general corporate
purposes.






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<PAGE>  8

                             ARTICLE X.
           AMENDMENT, SUSPENSION, OR TERMINATION OF PLAN

The Board  may at any  time suspend  or terminate the  Plan or  may
amend it from time  to time in such respects as  the Board may deem
advisable in order that the Options granted thereunder  may conform
to any changes in the law  or in any other respect which the  Board
may deem  to be  in the  best  interest of  the Company;  provided,
however, that without  approval by the shareholders  of the Company
representing a  majority  of the  voting power,  no such  amendment
shall  (i) except as specified in Article VII, increase the maximum
number  of shares for which Options  may be granted under the Plan;
(ii)  change  the  provisions  of  Article  6.01  relating  to  the
establishment of the Option  price; (iii) change the  provisions of
Article 6.2 relating to the expiration date of each Option; or (iv)
change  the provisions  of the  second sentence  of this  Article X
relating  to  the  term  of  this  Plan.   Unless  the  Plan  shall
theretofore have been  terminated by  the Board or  as provided  in
Article  XI, the Plan shall terminate ten years after the effective
date  of the Plan.  No Option  may be granted during any suspension
or  after the  termination  of the  Plan.   Except  as provided  in
Article XI,  no amendment, suspension,  or termination of  the Plan
shall,  without an Optionee's consent,  alter or impair  any of the
rights or obligations under any Option theretofore granted  to such
Optionee under the Plan.

                             ARTICLE XI
              OPTION AGREEMENT AND LEGEND REQUIREMENT

Each Stock Option granted hereunder shall be evidenced by a written
agreement executed by the Company  and the Optionee. Such agreement
shall  contain the terms of  the Stock Option  specified by Article
VI, together with other terms, conditions, and provisions  that the
Administrative  Committee  deems   advisable  and   that  are   not
inconsistent  with  the terms  and  conditions of  this  Plan. Such
agreement  shall also  provide that,  by accepting  a Stock  Option
granted  under this Plan, the Optionee, for himself or herself, for
his  or  her  Qualified  Successor,  and  for  his  or  her  heirs,
successors and assigns:

     (i)  Recognizes,  agrees and acknowledges that no registration
          statement under  the Securities  Act of 1933,  as amended
          (the  "1933 Act"),  or under  any state  securities laws,
          will have been filed as to either the Stock Option or any
          shares of Common Stock that may be acquired upon exercise
          of such Stock Option;

     (ii)      Warrants and represents  that the  Stock Option  and
               any shares  of Common Stock of  the Company acquired
               upon exercise  of the Stock Option  will be acquired
               and  held by  the  Optionee for  the Optionee's  own
               account, for investment purposes only, and not  with
               a view  towards the distribution or  public offering
               thereof  nor with any present intention of reselling
               or distributing the  same at  any particular  future
               time;

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<PAGE>  9

     (iii)     Acknowledges and  consents  to the  appearance of  a
               printed legend on the back of each stock certificate
               representing  shares  of  Common Stock  issued  upon
               exercise  of the  Stock Option,  which legend  shall
               read as follows:

                  NOTICE: RESTRICTION ON TRANSFER

          The  securities  represented  hereby have  not  been
          registered under  the Securities Act of  1933 or any
          state securities laws, and may not be offered, sold,
          transferred,  encumbered  or  otherwise disposed  of
          except  upon satisfaction of  certain conditions set
          forth in the ConSil  Corporation Stock Option  Plan.
          Information  concerning  these  restrictions may  be
          obtained from the corporation  or its legal counsel.
          Any offer or disposition of these securities without
          satisfaction of such conditions will be wrongful and
          will   not  entitle   the  transferee   to  register
          ownership  of the  securities with  the corporation.
          These securities may also  be subject to  repurchase
          by the corporation upon certain terms and conditions
          set forth in said documents.

     (iv)      Agrees not to sell, transfer or otherwise dispose of
               any shares of Common Stock that may be acquired upon
               exercise of the Stock Option  unless (i) there is an
               effective registration statement under the  1933 Act
               covering  the  proposed  disposition and  compliance
               with  governing  state  securities  laws,  (ii)  the
               Optionee delivers to the Company, at the  Optionee's
               expense,   a   "no-action"    letter   or    similar
               interpretative  opinion,  satisfactory  in form  and
               substance  to the  Company, from  the staff  of each
               appropriate  securities agency,  to the  effect that
               such shares  may be disposed  of by the  Optionee in
               the manner proposed, or  (iii) the Optionee delivers
               to the  Company, at the Optionee's  expense, a legal
               opinion, satisfactory  in form and substance  to the
               Company, of legal counsel designated by the Optionee
               and satisfactory to the  Company, to the effect that
               the proposed disposition is exempt from registration
               under  the 1933 Act  and governing  state securities
               laws; and

     (v)  Agrees to indemnify the Company and hold it harmless from
          and against  any  loss,  claim  or  liability,  including
          attorney's fees  or other legal expenses  incurred in the
          defense thereof, incurred  by the Company as  a result of
          any  breach by the Optionee of, or any inaccuracy in, any
          representation,  warranty,  covenant  or other  provision
          contained in such agreement.





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<PAGE>  10

If a registration statement  under the 1933 Act is  hereafter filed
with  respect to Stock Options  granted or to  be granted hereunder
and the shares of Common  Stock that may be acquired  upon exercise
of such  Stock Options, then,  following the effectiveness  of such
registration statement, the  provisions in agreements  representing
Stock Options that would  otherwise be required by this  Article XI
may, in the discretion of the Administrative Committee, be modified
or eliminated.

                            ARTICLE XII.
          EFFECTIVE DATE OF PLAN AND SHAREHOLDER APPROVAL

The effective date of the Plan is January 13, 1997, the date of its
approval  by the  Board;  provided, however,  if  the Plan  is  not
approved by the shareholders of the Company representing a majority
of the  voting power at  the next  shareholders' meeting or  if the
Plan  is not approved by such shareholders before January 12, 1998,
the Plan shall  terminate and any Options  granted thereunder shall
be void and have no force or effect.

This Plan is adopted this 13th day of January, 1997.

CONSIL CORP.


BY:  /s/  Ralph Noyes         BY:  /s/  Nathaniel K. Adams
   -------------------------     --------------------------------
     Ralph Noyes, President        Nathaniel K. Adams, Secretary





























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