EXHIBIT 4.5



                            iQ POWER TECHNOLOGY INC.

                               2001 INCENTIVE PLAN

This 2001 Incentive Plan (the "Plan")  provides for the sale and grant of shares
of common stock (the  "Common  Stock") of iQ Power  Technology  Inc., a Canadian
corporation  (the  "Corporation").  The  purposes of this Plan are to retain the
services of valued key employees and  consultants  of the  Corporation  and such
other persons as the Plan  Administrator may select in accordance with Section 2
below,  to encourage such persons to acquire a greater  proprietary  interest in
the Corporation, thereby strengthening their incentive to achieve the objectives
of the shareholders of the Corporation, and to serve as an aid and inducement in
the hiring of new  employees and to provide an equity  incentive to  consultants
and other persons selected by the Plan Administrator.

1.   ADMINISTRATION.

This Plan  will be  administered  initially  by the  Board of  Directors  of the
Corporation  (the  "Board"),  except  that the  Board  may,  in its  discretion,
establish  a committee  composed of two (2) or more  members of the Board or two
(2) or  more  other  persons  to  administer  the  Plan,  which  committee  (the
"Committee") may be an executive,  compensation or other committee,  including a
separate committee  especially created for this purpose. The Committee will have
the powers and authority vested in the Board hereunder  (including the power and
authority  to  interpret  any  provision  of the Plan).  The members of any such
Committee  will serve at the pleasure of the Board. A majority of the members of
the Committee will constitute a quorum, and all actions of the Committee will be
taken by a majority of the members present. Any action may be taken by a written
instrument signed by all of the members of the Committee and any action so taken
will be fully  effective as if it had been taken at a meeting.  The Board or, if
applicable,   the   Committee   is  referred  to  in  this  Plan  as  the  "Plan
Administrator."

If and when the Corporation becomes subject to the reporting requirements of the
Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  the Plan
Administrator will be either the full Board of Directors or a committee composed
of two (2) or more  members  of the Board who are  "Non-Employee  Directors"  as
defined  under Rule 16b-3 (as amended from time to time)  promulgated  under the
Exchange Act or any successor rule or regulatory requirement.

Subject  to the  provisions  of this  Plan,  and  with a view to  effecting  its
purpose, the Plan Administrator has sole authority,  in its absolute discretion,
to (i) construe and interpret this Plan; (ii) define the terms used in the Plan;
(iii)  prescribe,  amend and rescind the rules and regulations  relating to this
Plan;   (iv)  correct  any  defect,   supply  any  omission  or  reconcile   any
inconsistency  in this Plan;  (v) grant or make  offers to sell shares of Common
Stock under this Plan;  (vi) determine the  individuals to whom shares of Common
Stock will be sold or granted under this Plan; (vii) determine the time or times
at which shares of Common Stock will be sold or granted under this Plan;  (viii)
determine the number of shares of Common Stock and the price of shares of Common
Stock; and (x) make all other  determinations and interpretations  necessary and
advisable for the administration of the Plan. All decisions,  determinations and
interpretations made by the Plan Administrator will be binding and conclusive on
all  participants  in the Plan and on their  legal  representatives,  heirs  and
beneficiaries.

2.   ELIGIBILITY.

The Plan  Administrator  may,  from  time to time:  (i)  award  stock  awards as
provided in  paragraph 4 and (ii) offer to sell and sell shares of Common  Stock
as provided in  paragraph  5. Any such awards or offers and sales may be made to
employees (including employees who are officers or directors) of the Corporation
or of any parent or  subsidiary  corporation  of the  Corporation,  and to other
individuals described herein who the Plan Administrator, in its sole discretion,
believes have made or will make an important  contribution to the Corporation or
its parent or  subsidiaries  (such  persons  being  referred  to herein as "Plan
Participants");  provided,  however,  that at any  time  when the  officers  and
directors of the  Corporation  are subject to Section 16(b) of the Exchange Act,
directors  who are not  employees  shall not be  eligible  to receive  awards or
offers  to sell  under  the  Plan.  The  Plan  Administrator  shall  select  the
individuals  to whom  awards and offers to sell shall be made and shall  specify
the action  taken with respect to each  individual  to whom an award or offer to
sell is made under the Plan.



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<PAGE>

3.   STOCK.

Subject to  adjustment  as provided  herein,  up to one  million,  five  hundred
thousand  (1,500,000)  shares of Common  Stock shall be offered and issued under
the Plan.  If shares of Common  Stock sold or awarded as a bonus  under the Plan
are forfeited to the Corporation or repurchased by the  Corporation,  the number
of shares of Common  Stock  forfeited  or  repurchased  shall again be available
under the Plan.

4.   STOCK AWARDS.

The Plan  Administrator may award shares of Common Stock under the Plan as stock
awards. Shares of Common Stock awarded as a share bonus shall be subject to such
terms,  conditions,  and  restrictions  as  shall  be  determined  by  the  Plan
Administrator,  all of which  shall be  evidenced  in a  writing,  signed by the
recipient  prior to  receiving  the  bonus  shares  of  Common  Stock.  The Plan
Administrator  may not require the  recipient to pay any monetary  consideration
other than  amounts  necessary  to satisfy  tax  withholding  requirements.  The
certificates  representing  the shares of Common  Stock  awarded  shall bear any
legends  required by the Plan  Administrator.  The  Corporation  may require any
recipient of a share bonus to pay to the  Corporation in cash  (including,  with
the consent of the Plan Administrator,  cash that may be the proceeds of a bonus
or of a loan by the Corporation  evidenced by a promissory note which may or may
not bear  interest  and have such other  terms as the Plan  Administrator  shall
specify) upon demand  amounts  necessary to satisfy any federal,  state or local
tax withholding requirements. If the recipient fails to pay the amount demanded,
the  Corporation or any parent or subsidiary  corporation of the Corporation may
withhold  that  amount  from  other  amounts  payable  to the  recipient  by the
Corporation or the parent or subsidiary  corporation,  including salary, subject
to applicable law. With the consent of the Plan  Administrator,  a recipient may
deliver  shares of Common Stock to the  Corporation  to satisfy the  withholding
obligation.

5.   STOCK SALES.

The Plan  Administrator may issue shares of Common Stock under the Plan for such
consideration  (including  promissory  notes and  services) as determined by the
Plan  Administrator.  Shares of Common Stock issued under this paragraph 5 shall
be subject to the terms,  conditions and  restrictions  set forth in the form of
subscription   agreement  together  with  such  other  restrictions  as  may  be
determined by the Plan Administrator.  The certificates  representing the shares
of Common Stock shall bear any legends required by the Plan  Administrator.  The
Corporation may require any purchaser of shares issued under this paragraph 5 to
pay to the  Corporation  in  cash  (including,  with  the  consent  of the  Plan
Administrator,  cash  that  may be the  proceeds  of a bonus or of a loan by the
Corporation  evidenced by a promissory  note which may or may not bear  interest
and have such other terms as the Plan  Administrator  shall specify) upon demand
amounts  necessary  to  satisfy  any  applicable  federal,  state or  local  tax
withholding requirements. If the purchaser fails to pay the amount demanded, the
Corporation  or any parent or  subsidiary  corporation  of the  Corporation  may
withhold  that  amount  from  other  amounts  payable  to the  purchaser  by the
Corporation or any parent or subsidiary  corporation,  including salary, subject
to applicable law. With the consent of the Plan  Administrator,  a purchaser may
deliver  shares of Common Stock to the  Corporation  to satisfy the  withholding
obligation.

6.   RESTRICTIONS ON TRANSFER.

None of the shares of Common  Stock  issued  pursuant to the Plan shall be sold,
assigned, pledged or otherwise transferred, voluntarily or involuntarily, by the
Plan  Participant.  Such restrictions on transfer shall, to the extent that such
shares of Common Stock have not previously  been  forfeited to the  Corporation,
lapse on the last day of the fiscal period in which the  Corporation  shall have
generated  cumulative  net  profits  from  inception  of  US$1,000,000  or more,
calculated  in  accordance  with United  States  generally  accepted  accounting
principles.

7.   FORFEITURE OF SHARES.

The shares of Common Stock  awarded or sold under the Plan shall be forfeited to
the  Corporation  if the  Corporation  shall not have  generated  cumulative net
profits from inception of  US$1,000,000  or more,  calculated in accordance with
United States generally accepted  accounting  principles,  prior to December 31,
2006.



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8.   RIGHTS AS STOCKHOLDER.

A Plan  Participant that shall be granted or purchase any shares of Common Stock
under the Plan  shall be  entitled  to all of the rights of a  stockholder  with
respect to the shares of Common  Stock  including  the right to vote such shares
and to receive  dividends and other  distributions  payable with respect to such
shares since the date of grant or purchase. The recipient of any award under the
Plan shall have no rights as a shareholder  with respect to any shares of Common
Stock until the date of issue to the recipient of a share  certificate  for such
shares of Common Stock.  Except as otherwise  expressly provided in the Plan, no
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such share certificate is issued.

9.   ESCROW OF SHARE CERTIFICATES.

Certificates  for the  shares  of  Common  Stock  shall  be  issued  in the Plan
Participant's  name and  shall be held in escrow  by the  Corporation  until all
restrictions   lapse  or  such  shares  are  forfeited  as  provided  herein.  A
certificate or certificates  representing the shares of Common Stock as to which
restrictions on transfer have lapsed shall be delivered to the Plan  Participant
upon such lapse.

10.  CHANGES IN CAPITAL STRUCTURE.

If the common stock of the  Corporation  is hereafter  increased or decreased or
changed  into or  exchanged  for a  different  number or kind of shares or other
securities  of the  Corporation  or of  another  corporation  by  reason  of any
recapitalization,  reclassification,  share  split,  combination  of  shares  or
dividend  payable  in shares,  the Plan  Administrator  shall  make  appropriate
adjustments  in the  number  and kind of shares of Common  Stock  available  for
awards or offers to sell under the Plan. The Plan Administrator may also require
that any securities issued in respect of or exchanged for shares of Common Stock
issued  hereunder  that are  subject  to  restrictions  be  subject  to  similar
restrictions.  Notwithstanding the foregoing,  the Plan Administrator shall have
no  obligation  to  effect  any  adjustment  that  would or might  result in the
issuance of fractional  shares,  and any  fractional  shares  resulting from any
adjustment may be  disregarded  or provided for in any manner  determined by the
Plan Administrator.  Any such adjustment made by the Plan Administrator shall be
conclusive,  and shall bind holders of outstanding  shares of Common Stock under
the Plan.

11.  CORPORATE MERGERS, ACQUISITIONS, ETC.

If the Corporation is at any time involved in a corporate merger, consolidation,
acquisition of property or shares, separation,  reorganization or liquidation to
which the  Corporation or a parent or subsidiary  corporation of the Corporation
is a party,  or (ii) any other event with  substantially  the same effect occurs
(the "Triggering  Event"),  the shares of Common Stock awarded or sold under the
Plan shall not be  subject  to  forfeiture  under  paragraph  7 hereof as of the
effective date of the Triggering Event.

12.  EFFECTIVE DATE; TERM.

The Plan shall  become  effective  when adopted by the Board of Directors of the
Corporation,  unless a later date is  specified  by the Board.  Shares of Common
Stock may be  awarded  as  bonuses  or sold under the Plan at any time after the
effective date and before termination of the Plan.

No stock awards may be awarded pursuant to paragraph 4 of the Plan and no shares
of Common  Stock may be sold  pursuant  to  paragraph  5 of the Plan on or after
December 31, 2006.  However,  the Plan shall continue in effect until all shares
of Common Stock  available for issuance  under the Plan have been issued and all
restrictions  on such shares of Common Stock have lapsed.  The Board may suspend
or terminate the Plan at any time, except with respect to shares of Common Stock
subject to restrictions then outstanding under the Plan. The Plan  Administrator
may  amend  or  terminate  this  Plan  including,   without   limitation,   such
modifications  or  amendments  as are  necessary  to  maintain  compliance  with
applicable  statutes,  rules or  regulations.  Termination of the Plan shall not
affect the forfeitability of shares of Common Stock issued under the Plan.



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13.  APPLICATION OF FUNDS.

The proceeds  received by the Corporation  from the sale of Common Stock will be
used for general corporate purposes, unless otherwise directed by the Board.

14.  APPROVALS.

The obligations of the Corporation under the Plan are subject to the approval of
regulatory agencies, state and federal authorities or agencies with jurisdiction
in the matter. The Corporation shall not be obligated to issue or deliver shares
of Common  Stock  under the Plan if such  issuance  or  delivery  would  violate
applicable state or federal securities laws.

15.  EMPLOYMENT AND SERVICE RIGHTS.

Nothing in the Plan or any award  pursuant to the Plan shall (i) confer upon any
employee any right to be continued in the  employment of the  Corporation or any
parent or subsidiary  corporation of the  Corporation or shall  interfere in any
way with the right of the Corporation or any parent or subsidiary corporation of
the  Corporation by whom such employee is employed to terminate such  employee's
employment at any time, for any reason, with or without cause, or to increase or
decrease  such  employee's  compensation  or  benefits;  or (ii) confer upon any
person engaged by the Corporation or any parent or subsidiary corporation of the
Corporation  any right to be  retained or  employed  by the  Corporation  or the
parent or subsidiary or to the continuation, extension, renewal, or modification
of any compensation,  contract, or arrangement with or by the Corporation or the
parent or subsidiary.

16.  INDEMNIFICATION OF PLAN ADMINISTRATOR.

In addition to all other rights of  indemnification  they may have as members of
the  Board,  members  of the  Plan  Administrator  will  be  indemnified  by the
Corporation  for all reasonable  expenses and liabilities of any type or nature,
including  attorneys'  fees,  incurred in  connection  with any action,  suit or
proceeding  to  which  they  or any of them  are a party  by  reason  of,  or in
connection  with,  this Plan, and against all amounts paid by them in settlement
thereof  (provided that such settlement is approved by independent legal counsel
selected by the Corporation),  except to the extent that such expenses relate to
matters for which it is adjudged that such Plan  Administrator  member is liable
for  willful  misconduct;  provided,  that  within  fifteen  (15) days after the
institution  of any such  action,  suit or  proceeding,  the Plan  Administrator
member involved therein will, in writing, notify the Corporation of such action,
suit or proceeding,  so that the  Corporation  may have the  opportunity to make
appropriate arrangements to prosecute or defend the same.

17.  AMENDMENT OF PLAN.

The Plan Administrator  may, at any time, modify,  amend or terminate this Plan,
including, without limitation, such modifications or amendments as are necessary
to maintain compliance with applicable statutes, rules or regulations.  The Plan
Administrator  may  condition  the  effectiveness  of any such  amendment on the
receipt  of  shareholder  approval  at such time and in such  manner as the Plan
Administrator  may consider  necessary for the  Corporation to comply with or to
avail the Corporation of the benefits of any securities,  tax, market listing or
other administrative or regulatory requirement.  Without limiting the generality
of the foregoing,  the Plan  Administrator  may modify grants to persons who are
foreign  nationals  or employed  outside of Canada to recognize  differences  in
local law, tax policy or custom.

This Plan was approved and adopted by the directors of the Corporation effective
on January 29, 2001, and the  shareholders of the Corporation  effective on June
28, 2001.


/s/ Gregory A. Sasges
--------------------------------
SECRETARY


Effective Date: January 29, 2001.



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