EXHIBIT 10.5

                                STOCK OPTION PLAN



                                MIAD SYSTEMS LTD.

                                STOCK OPTION PLAN

                                   (JUNE 1999)

1.       A Stock Option Plan (herein called the "Plan") for MIAD SYSTEMS LTD.,
         (the "Corporation") is hereby established with the intent of advancing
         the interests of the Corporation by encouraging and enabling the
         acquisition of an equity interest in the Corporation by the
         participants.

2.       The Board of Directors, or any committee thereof specifically
         designated by the Board of Directors to be responsible therefor, shall
         from time to time by resolution designate those key employees,
         directors and officers and consultants, if any, who, in the opinion of
         the Board of Directors, are largely responsible for the management and
         growth of the Corporation and who, as an additional inducement to
         promote the best interests of the Corporation, are entitled to
         participate in the Plan (herein referred to as the "Participant(s)")
         and shall determine the extent and terms of such, participation by said
         Participants. If applicable, directors, as directors, and others who
         are not otherwise bonafide full-time employees of the Corporation shall
         not be eligible to become participants in the plan unless notice of the
         participation in the plan of such person has been accepted by or
         approved by any stock exchange or exchanges upon which any of the
         Corporation's securities are from time to time listed for trading and
         by any other applicable regulatory authority. The judgment of the said
         Board of Directors or committee thereof in designating Participants and
         the extent of their participation shall be final and conclusive;
         provided, however, that each designated Participant shall have the
         right not to participate in the Plan and any decision not to
         participate therein shall not affect the Participant's employment by or
         engagement with the Corporation.

3.       The total number of authorized but unissued shares allocated to and
         made available to be granted to Participants under the Plan shall not
         exceed fifteen percent (15%) of the common shares, as such may from
         time to time be issued and outstanding in the capital stock of the
         Corporation as the same is presently constituted, and the aggregate
         number of common shares which may be issued under the Plan to any one
         particular Participant under the Plan shall not exceed thirty percent
         (30%) of the said aggregate number of common shares allocated to and
         made available for the Plan.

4.       Except as provided in Paragraph 10 hereof or by the laws of descent and
         distribution, the rights of any Participant under the Plan are personal
         to the said Participant and are not assignable.

5.       No resident of the United States of America or any territory or
         possession thereof may be a Participant in the Plan unless such
         participation can be accomplished pursuant to or in accordance with and
         without violating any securities or other legislation of the United
         States



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         of America or of any state, territory or possession thereof.

6.       Subject to the approval of applicable stock exchanges and regulatory
         authorities, the Board of Directors, or any committee thereof
         specifically designated by the Board of Directors to be responsible
         therefor, shall have the unfettered right to interpret the provisions
         of this Plan and to make such regulations and formulate such
         administrative provisions for carrying this Plan into effect and to
         make such changes therein and in the regulations and administrative
         provisions therein as, from time to time, the said Board or committee
         thereof deem appropriate in the best interests of the Corporation. The
         Board of Directors shall also have the unfettered right from time to
         time and at any time to rescind or terminate the Plan as it shall deem
         advisable; provided, however, that no such rescission or termination
         shall impair or change the rights and options theretofore granted under
         the Plan without the prior written consent of the Participant or
         Participants affected.

7.       The Corporation shall pay all costs of administering the Plan.

8.       The exercise price of the shares purchased pursuant to stock options
         granted hereunder shall be not less than that from time to time
         permitted by the applicable regulations and policies of any stock
         exchange or exchanges as any securities of the Corporation may from
         time to time be listed.

9.       Each option granted hereunder shall be for a term not exceeding five
         (5) years and, unless the Board of Directors determines otherwise,
         shall be exercisable only after the first anniversary date of its
         grant, and on each subsequent anniversary date during the term of the
         option, with respect to twenty five percent (25%) of the total number
         of shares subject to the option (computed in each case to the nearest
         full share), and all or any part of the shares as to which the option
         shall have become exercisable may be purchased at any time or from time
         to time thereafter, until expiration or termination of the option. Each
         Participant shall execute a Stock Option Agreement in substantially the
         form annexed hereto as Schedule "A" prior to the grant of any stock
         option to a Participant becoming effective.

         Notwithstanding the foregoing, upon the making of an Offer, options
         shall become immediately exercisable in respect of any and all shares
         covered thereby in respect of which the Participant has not exercised
         such Participant's right to acquire under the option. For the purposes
         hereof, "Offer" means an offer made generally to the holders of the
         Corporation's voting securities in one or more jurisdictions to
         purchase directly or indirectly voting securities of the Corporation
         where the voting securities which are the subject of the offer to
         purchase, together with the offeror's then presently owned securities,
         will in the aggregate exceed twenty percent (20%) of the outstanding
         voting securities of the Corporation and where two or more persons or
         companies make offers jointly or in concert or intending to exercise
         jointly or in concert any voting rights attaching to the securities to
         be acquired, then the securities owned by each of them shall be
         included in the calculation of the percentage of the outstanding voting
         securities of the Corporation owned by each of them.

10.      In the event of the physical or mental disability, retirement with the
         consent of the


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         Corporation or death of the optionee on or prior to the expiry date
         while engaged as a key employee or director or officer or consultants
         of the Corporation, any option granted hereunder may be exercised up to
         the full amount of the optioned shares by the Participant or the legal
         personal representative(s) of the Participant, as the case may be at
         any time up to and including nine (9) months following the physical or
         mental disability, retirement or death of the Participant after which
         date the option shall forthwith expire and terminate and be of no
         further force or effect whatsoever. For greater certainty, any
         Participant who is deemed to be an employee of the Corporation pursuant
         to any medical or disability plan of the Corporation shall be deemed to
         be an employee for the purposes of the Plan.

11.      In the event the Participant's employment by or engagement with (as a
         director, officer, consultant or otherwise) the Corporation is
         terminated by the Corporation or the Participant for any reason other
         than the Participant's physical or mental disability, retirement with
         the consent of the Corporation or death before exercise of any options
         granted hereunder, the Participant shall have ninety (90) days from the
         date of such termination to exercise only that portion of the option
         such Participant is otherwise entitled to exercise at that time and
         thereafter such Participant's option shall expire and all rights to
         purchase shares hereunder shall cease and expire and be of no further
         force or effect. Options shall not be affected by any change of
         employment so long as the Participant continues to be employed by the
         Corporation or any of its subsidiaries or continues to be a director or
         officer of one of the foregoing.

12.      Subject to the provisions of the Plan, the options granted hereunder
         may be exercised from time to time by delivery to the Corporation at
         its head office of a written notice of exercise specifying the number
         of shares with respect to which the option is being exercised and
         accompanied, by payment in full of the purchase price of the shares
         then being purchased by way of cash or certified cheque in favour of
         the Corporation. Such notice shall contain the Participant's
         undertaking to comply, to the satisfaction of the Corporation and its
         counsel, with all applicable requirements of any stock exchange or
         exchanges upon which any securities of the Corporation are from time to
         time listed and any applicable regulatory authority or authorities.

13.      Subject to any required action by its shareholders, if the Corporation
         shall be a party to any reorganization, merger, dissolution or sale or
         lease of all or substantially all its assets, whether or not the
         Corporation is the surviving entity, the option shall be adjusted so as
         to apply to the securities to which the holder of the number of shares
         of capital stock of the Corporation subject to the option would have
         been entitled by reason of such reorganization, merger or sale or lease
         of all or substantially all of its assets, provided however, that the
         Corporation may satisfy any obligations to a Participant hereunder by
         paying to the said Participant in cash the difference between the
         exercise price of all unexercised options granted hereunder and the
         fair market value of the securities to which the Participant would be
         entitled upon exercise of all unexercised options, regardless of
         whether all conditions of exercise relating to continuous employment
         have been satisfied.. Adjustments under this paragraph or any
         determinations as to the fair market value of any securities shall be
         made by the Board of Directors, or any committee thereof specifically
         designated by the Board of Directors to be


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         responsible therefor, and any reasonable determination made by the said
         Board or committee thereof shall be binding and conclusive.

14.      In the event of any subdivision or subdivisions of the common shares of
         the Corporation as said common shares were constituted at the time any
         options granted hereunder were granted into a greater number of common
         shares, the Corporation will thereafter deliver at the time of exercise
         thereof in addition to the number of shares in respect of which the
         option is then being exercised, such additional number of shares as
         result from such subdivision or subdivisions of the shares for which
         the option is being exercised without the Participant exercising the
         option making any additional payment or giving any other consideration
         therefor.

15.      In the event of any consolidation or consolidations of the common
         shares of the Corporation as said common shares were constituted at the
         time any options granted hereunder were granted into a lesser number of
         common shares, the Participant shall accept, at the time of the
         exercise thereof in lieu of the number of shares in respect of which
         the option is then being exercised, the lesser number of shares as
         result from such consolidation or consolidations of the shares for
         which the option is being exercised.

16.      In the event of any change of the common shares of the Corporation as
         said common shares were constituted at the time any options granted
         hereunder were granted, the Corporation shall thereafter deliver at the
         time of the exercise thereof the number of shares of the appropriate
         class resulting from the said change as the Participant exercising the
         option would have been entitled to receive in respect of the number of
         shares so purchased had the option been exercised before such change.

17.      If the Corporation at any time while any options granted hereunder are
         outstanding shall pay any stock dividend or stock dividend(s) upon the
         shares of the Corporation in respect of which any options were granted
         hereunder, the Corporation will thereafter deliver at the time of
         exercise thereof in addition to the number of shares in respect of
         which the option is then being exercised, the additional number of
         shares of the appropriate class as would have been payable on the
         shares so purchased if they had been outstanding on the record date for
         the payment of said stock dividends or dividends.

18.      The Corporation shall not be obligated to issue fractional shares in
         satisfaction of any of its obligations hereunder.

19.      If at any time the Corporation grants to the holders of its capital
         stock rights to subscribe for and purchase pro rata additional
         securities of the Corporation or of any other corporation or entity,
         there shall be no adjustments made to the number of shares or other
         securities subject to the option in consequence thereof and the said
         stock option of the Participant shall remain unaffected.


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                                   SCHEDULE "A"

                             STOCK OPTION AGREEMENT

                  THIS AGREEMENT made as of the [DATE] day of [MONTH], [YEAR].

BETWEEN:

                  [NAME OF PARTICIPANT], being a person residing in the City of
                  [NAME OF CITY], in the Province of [NAME OF PROVINCE],

                  (hereinafter referred to as the "Optionee")

                                                             OF THE FIRST PART;

                                      -and-

                  MIAD SYSTEMS LTD, a corporation incorporated under the laws of
                  the Province of Ontario,

                  (hereinafter referred to as the "Corporation").

                                                           OF THE SECOND PART;

1.        Pursuant to the Stock Option Plan of the Corporation established by
          the directors of the Corporation on the 17th day of June, 1999, and
          approved by the shareholders of the Corporation on the [INSERT DATE],
          the Corporation hereby grants to the Optionee the irrevocable option
          to purchase up to [INSERT NUMBER OF COMMON SHARES BEING GRANTED]
          common shares (the "Shares") in the capital stock of the Corporation,
          as presently constituted, for cash, at a price of
          [INSERT PURCHASE PRICE PER SHARE] per Share, upon the following terms:

          (a) The option shall be non-exercisable until [INSERT DATE] and on
          each subsequent year to and including [INSERT EXPIRY DATE OF THE
          OPTION], the option shall become exercisable with respect to twenty
          five percent (25%) of the total number of Shares (computed in each
          case to the nearest full share), and all or any part of the Shares as
          to which the option shall have become exercisable may be purchased at
          any time, or from time to time, thereafter, until expiration or
          termination of the option. The option may only be exercised by the
          Optionee, or by the person or persons entitled to exercise the same
          pursuant to the provisions of subparagraph (d) below, on or prior to
          [INSERT EXPIRY DATE OF THE OPTION], by the delivery to the Corporation
          at its head office of written notice of election to exercise the same,
          specifying the number of Shares with respect to which the option is
          being exercised and accompanied by payment in full of the purchase
          price of the Shares then purchased by way of cash or certified cheque,
          in favour of the Corporation. Such notice shall



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           constitute the Optionee's acknowledgement of and undertaking to
           comply to the satisfaction of the Corporation and its counsel, with
           all applicable requirements of any stock exchange or exchanges upon
           which any securities of the Corporation may from time to time be
           listed and of any applicable regulatory authority or authorities.
           Such requirements may include the placement of legends on share
           certificates restricting transfer of such Shares, the making of
           representations by the Optionee that the Optionee is acquiring such
           Shares for investment and not with a view to distribution, the filing
           of any required information or statements with the aforesaid
           authorities and the making of arrangements with the Optionee's
           employer to withhold income taxes which may become payable under the
           Optionee's exercise of an option under this Agreement. Concurrently
           with its receipt of any such notice and payment, the Corporation
           shall deliver, or cause to be delivered, to the Optionee a
           certificate representing the Shares purchased by the Optionee. The
           Corporation may at its election require that this Agreement be
           presented for appropriate endorsement upon any such exercise.

           Notwithstanding the foregoing, upon the making of an Offer, options
           shall become immediately exercisable in respect of any and all Shares
           covered thereby in respect of which the Optionee has not exercised
           such Optionee's right to acquire under the option. For the purposes
           of this subparagraph, "Offer" means an offer made generally to the
           holders of the Corporation's voting securities in one or more
           jurisdictions to purchase directly or indirectly voting securities of
           the Corporation where the voting securities which are the subject of
           the offer to purchase together with the offeror's then presently
           owned securities will in the aggregate exceed twenty percent (20%) of
           the outstanding voting securities of the Corporation and where two or
           more persons or companies make offers jointly or in concert or
           intending to exercise jointly or in concert any voting rights
           attaching to the securities to be acquired, then the securities owned
           by each of them shall be included in the calculation of the
           percentage of the outstanding voting securities of the Corporation
           owned by each of them.

           (b) The option shall be non-assignable and nontransferable by the
           Optionee otherwise than by will or the laws of descent and
           distribution or as contemplated in subparagraph (d) hereof.

           (c) The option shall expire and all rights to purchase Shares
           hereunder shall cease and become null and void at 5:00 p.m. Eastern
           Standard Time on [INSERT DATE OF EXPIRY OF OPTION] and the option
           hereby granted shall expire and all rights hereunder shall cease at
           such time or upon the happening of certain events as hereinafter
           provided.

           (d) In the event of the physical or mental disability, retirement
           with the consent of the Corporation or death of the Optionee on or
           prior to the expiry date while engaged as an employee, or director or
           officer or consultant of the Corporation, the option granted may be
           exercised, up to the full amount of the optioned Shares by the
           Optionee or the legal personal representative(s) of the Optionee, as
           the case may be, at any time up to and including nine (9) months
           following the physical or mental disability, retirement or death of
           the Optionee after which date the option shall forthwith expire and
           terminate and be of no further force or effect whatsoever. For
           greater certainty, any Optionee who is deemed to be an employee of
           the Corporation pursuant to any medical or disability plan of the
           Corporation shall be deemed to

<PAGE>




           be an employee for the purposes of the Plan.

           (e) In the event the Optionee's employment by or engagement with the
           Corporation is terminated by the Corporation or the Optionee for any
           reason other than the Optionee's physical or mental disability,
           retirement with the consent of the Corporation or death before
           exercise of the option contained herein, the Optionee shall have
           ninety (90) days from the date of such termination to exercise only
           that portion of the option such Optionee is otherwise entitled to
           exercise at that point of time and thereafter this option shall
           expire and all rights to purchase Shares hereunder shall cease and
           expire and be of no further force or effect. Options shall not be
           affected by any change of employment so long as the Optionee
           continues to be employed by the Corporation or one of its
           subsidiaries or continues to be a director or an officer of one of
           the foregoing.

           (f) If the Corporation shall be a party to any reorganization,
           merger, dissolution or sale of all or substantially all of its
           assets, whether or not the Corporation is the surviving entity, the
           option shall be adjusted so as to apply to the securities to which
           the holder of the number of Shares of the Corporation subject to the
           option would have been entitled by reason of such reorganization,
           merger, dissolution or sale of all or substantially all of its assets
           provided, however, that the Corporation may satisfy any obligations
           to the Optionee hereunder by paying to the Optionee in cash the
           difference between the exercise price of all unexercised options
           granted hereunder and the fair market value of the securities to
           which the Optionee would be entitled, upon exercise of all
           unexercised options, regardless of whether all conditions of exercise
           relating to continuous employment have been satisfied. Adjustments
           under this subparagraph or any determinations as to the fair market
           value of any securities shall be made by the Board of Directors of
           the Corporation, or any committee thereof specifically designated by
           the Board of Directors to be responsible therefor, and any reasonable
           determination made by the said Board or committee thereof shall be
           binding and conclusive.

           (g) In the event of any subdivision or subdivision(s) of the common
           shares of the Corporation as said common shares were constituted at
           the time any options granted hereunder were granted into a greater
           number of common shares, the Corporation will thereafter deliver at
           the time of exercise thereof in addition to the number of Shares in
           respect of which the option is then being exercised, such additional
           number of Shares as result from such subdivision or subdivisions
           without the Optionee exercising the option being obligated to make
           any additional payment or giving any other consideration therefor.

           (h) In the event of any consolidation or consolidations of the common
           shares of the Corporation as said common shares were constituted at
           the time any options granted hereunder were granted into a lesser
           number of common shares, the Optionee shall accept, at the time of
           the exercise thereof in lieu of the number of Shares in respect of
           which the option is then being exercised, the lesser number of Shares
           as result from such consolidation or consolidations.

           (i) In the event of any change of the common shares of the
           Corporation as said common


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         shares were constituted at the time any options granted hereunder were
         granted, the Corporation shall thereafter deliver at the time of the
         exercise thereof the number of shares of the appropriate class
         resulting from the said change as the Optionee exercising the option
         would have been entitled to receive in respect of the number of shares
         so purchased had the option been exercised before such change.

         (j) If the Corporation at any time while any options granted hereunder
         are outstanding shall pay any stock dividend or stock dividends upon
         the shares of the Corporation in respect of which any options were
         granted hereunder, the Corporation will thereafter deliver at the time
         of exercise thereof in addition to the number of shares in respect of
         which the option is then being exercised, the additional number of
         shares of the appropriate class as would have been payable on the
         shares so purchased if they had been outstanding on the record date for
         the payment of said stock dividend or dividends.

         (k) The Corporation shall not be obligated to issue fractional Shares
         in satisfaction of its obligations hereunder.

         (1) If at any time the Corporation grants to its shareholders the right
         to subscribe for and purchase pro rata additional securities of the
         Corporation or of any other corporation or entity, there shall be no
         adjustments made to the number of Shares or other securities subject to
         the option in consequence thereof and the said option of the Optionee
         shall remain unaffected.

2.       Nothing in this Agreement shall confer upon the Optionee any right to
         continue in the employ of the Corporation or its subsidiaries and
         nothing herein contained shall interfere in any way with the right of
         the Corporation or any of its subsidiaries to terminate the employment
         of the Optionee at any time.

3.       The Corporation hereby represents to and agrees with the Optionee that
         if for any reason, other than the failure or default of the Optionee,
         the Corporation is unable to issue and deliver the Shares as
         contemplated herein to the Optionee upon the exercise by the Optionee
         of the option to purchase any of the Shares covered by this option, the
         Corporation will pay, in complete satisfaction of its obligations
         hereunder, to the Optionee, in cash, an amount equal to the difference
         between the option exercise price and the fair market value of such
         Shares on the date that the Optionee gave notice of such exercise in
         accordance with paragraph 1(a) hereof. For the purposes of this
         Agreement, if the Shares subject to this option are traded on a stock
         exchange or exchanges, the fair market value shall be the closing sale
         price on the exchange having the greatest volume of trading on the last
         trading day immediately prior to the date such notice is given.

4.       The Optionee, if an employee, officer or consultant, represents and
         warrants to the Corporation that the Optionee's participation in the
         Stock Option Plan, acceptance of the option granted hereunder and
         entering into of the Agreement is voluntary and have not been effected
         by expectation of employment or continued employment, appointment or
         continued appointment as an officer, or engagement or continued
         engagement as a consultant, as the



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         case may be.

5.       The Optionee hereby acknowledges receipt from the Corporation of a copy
         of the Stock Option Plan. The Optionee acknowledges that upon any
         conflict between the terms of said Plan and this option agreement, the
         terms of this option agreement shall prevail.

         IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
as of the [INSERT DATE] day of [INSERT MONTH], [INSERT YEAR].

SIGNED, SEALED AND            )
DELIVERED in the              )
presence of                   )
                              )              ----------------------------
                              )              Name of Participant
                              )
                              )              MIAD SYSTEMS LTD.
                              )
                              )              Per:
                              )              ----------------------------
                              )
                              )


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                                  SCHEDULE "B"

                              OPTION EXERCISE FORM

           The undersigned Optionee (or the Optionee's legal representative(s)
  permitted under the Plan) hereby irrevocably elects to exercise this option
  for the number and class of Shares (or other property or securities subject
  thereto) as set forth below:

                    (a) Number of Shares to be Acquired:              --------

                    (b) Class of Shares:                              --------

                    (c) Option Exercise Price per Share:             $--------

                    (d) Aggregate Purchase Price [(a) times (c)]:    $--------

   and hereby tenders a certified cheque or bank draft for such aggregate
   purchase prices directing such Shares to be registered and a certificate
   therefor to be issued as directed below.

            IN WITNESS WHEREOF the parties hereto have duly executed this
   Agreement as of the [INSERT DATE] day of [INSERT MONTH], [INSERT YEAR].


SIGNED, SEALED AND            )
DELIVERED in the              )
presence of                   )
                              )              ----------------------------
                              )              Name of Optionee
                              )
                              )
                              )
                              )
                              )              ----------------------------
                              )              Signature of Optionee




Direction as to Registration:


------------------------------
Name of Registered Holder


------------------------------
Address of Registered Holder


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