EXHIBIT 10.1



                            GROWTHEXPERTS GROUP INC.

                             2000 STOCK OPTION PLAN


   1. Purpose of Plan.  This 2000 Stock Option Plan ("Plan") seeks to secure and
retain key employees,  officers and  consultants  responsible for the success of
GrowthExperts Group Inc., a corporation (the "Company").  Through this Plan, the
Company  intends to motivate  such persons to exert their best efforts on behalf
of the  Company,  to  encourage  stock  ownership,  to provide such persons with
greater concern for the Company's welfare, and to offer an incentive to continue
their  service  with the  Company.  Options  issued  pursuant  to this  Plan may
constitute  either  "incentive stock options" as defined in the Revenue Codes of
Canada and or USA Section 422 of the Internal  Revenue Code of 1986,  as amended
(the "Code") ("Incentive Stock Options") or other stock options  ("Non-Statutory
Stock Options").  All forms of Incentive Stock Options and  Non-Statutory  Stock
Options  may be granted  under this Plan;  an option that does not qualify as an
Incentive  Stock Option for any reason shall be a  Non-Statutory  Stock  Option.
Unless the context requires  otherwise,  when  capitalized and used herein,  the
term "Option" means all forms of Incentive Stock Options and Non-Statutory Stock
Options issued pursuant to this Plan.

     2. Stock Subject to the Plan.  Consistent  with this Plan,  the Company may
issue Options to purchase shares of Company common stock ("Common Stock"),  with
no par value or such value as set forth therein(the "Shares").

          2.1.  Total  Shares  Issuable.  The total  number of Shares issue able
     pursuant to this Plan shall be _1,750,000__ shares of Company Common Stock,
     subject to adjustment as provided in Section 8.

          2.2.  Expiration  of Plan.  No Option shall be granted under this Plan
     after __April 1, , 2010 [ten years after adoption of this Plan].

          2.3. Reissuance.  If any outstanding Option under this Plan expires or
     is terminated for any reason, the Shares underlying the unexercised portion
     of such Option may again be optioned under this Plan.

     3.   Administration.   The  Plan  shall  be  administered  by  a  committee
("Committee") appointed by the Company's Board of Directors (the "Board").

          3.1.  Composition  of Committee.  The  Committee  shall consist of the
     entire Board or persons  appointed by the Board,  which may include members
     of the Board.  The initial  Committee  members,  duly authorized  hereunto,
     shall consist of the President  acting  individually or in concert with the
     Chairman.

          3.2. Quorum and Decisions. The decision of a majority of those present
     at any meeting of the Committee where a quorum  consisting of a majority of
     the Committee is present shall constitute the decision of the Committee.

          3.3.  Compliance  with  Revenue  Canada  Rules  and  USA  Rule  16b-3.
     Transactions  under this Plan are  intended to comply  with all  applicable
     conditions of Revenue  Canada Rules and USA Rule 16b-3 or their  successors
     promulgated  by  Revenue  Canada  or  the  U.S.   Securities  and  Exchange



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     Commission ("SEC") under the Securities Exchange Act of 1934 (the "Exchange
     Act").  To the extent any  provision of the Plan or action by the Committee
     fails to so  comply,  it shall be  deemed  null  and  void,  to the  extent
     permitted by law and deemed advisable by the Committee.

     4.  Authority of Committee.  Subject to the  designations  of persons to be
granted options under this Plan pursuant to Schedule 1 attached hereto (the "ISO
Individuals")  and  vesting of Options  under the Plan  pursuant  to  Schedule 2
attached  hereto (the "ISO  Vesting  Schedule"),  the  Committee  has  exclusive
discretion:

          4.1. to determine the terms and  conditions  of Options  granted under
     the Plan,  such as the exercise price,  payment terms and expiration  date;
     such terms and  conditions  need not be  identical  as  between  Options or
     Optionees;

          4.4. to interpret the Plan and the Options granted under the Plan;

          4.5.  to  adopt,  amend and  rescind  rules  and  regulations  for the
     administration of the Plan insofar as it relates to Options; and

          4.6. to direct the Company to issue Stock Option Certificates pursuant
     to the Plan.

Actions of the Committee  shall be consistent  with this Plan and shall bind all
Plan participants.

     5.  Eligibility.  Only Company  employees  officers,  and  consultants  are
eligible to participate in this Plan.

     6. Terms and  Conditions  for All Options.  All Options  granted under this
Plan shall be subject to the terms and conditions of this Plan, including all of
the following:

          6.1  Option  Certificate.   Optionees  will  receive  a  Stock  Option
     Certificate  ("Certificate")  enumerating the specific terms and conditions
     of their Options.

          6.2 Fair Market Value.  For purposes of this Plan, "Fair Market Value"
     of the Shares upon exercise of an Option (the  "Exercise  Shares") shall be
     determined  as  follows:

               6.2.1.  If  the  Shares  are  listed  on a  securities  exchange,
          admitted to unlisted trading privileges on a securities  exchange,  or
          quoted  on  the  National  Association  of  Securities  Dealers,  Inc.
          ("NASD")  system,  that reports closing prices,  the Fair Market Value
          shall be the  closing  price of the  Shares  as  reported  by the Wall
          Street  Journal on the day the Fair Market  Value is to be  determined
          (or the last closing  price  reported  prior to such day if no closing
          price is reported for that day);

               6.2.2.  If the  Shares are not so listed,  admitted  to  unlisted
          trading  privileges,  or so quoted, the Fair Market Value shall be the
          average of the last  reported  highest bid and the lowest asked prices
          quoted on the NASD Automated  Quotations  System or, if not so quoted,
          then by the  National  Quotation  Bureau,  Inc.,  or  other  Quotation
          Service  on the day the fair  market  value is  determined;  or

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               6.2.3.  Otherwise,  the Fair Market Value shall be  determined in
          such reasonable manner as may be prescribed by the Committee.

          6.3  Exercise  Period.  Consistent  with the  Plan  and the  Schedules
     attached  thereto,  the  Certificate  will specify when the Option  becomes
     exercisable  ("Vests") and when the Option expires ("Expiration Date"). The
     Option may be  exercised  after  Vesting  and before  the  Expiration  Date
     ("Exercise Period"). No Option may be exercised after its expiration.

          6.4 Maximum Exercise Period.  No Option may be exercised more than ten
     years  after the date it was  granted.  A shorter  Exercise  Period  may be
     specified by other provisions of this Plan or by the Certificate.

          6.5 Manner of  Exercise.  Options may be exercised  by  delivering  an
     executed Exercise Form (provided with the Certificate) or written statement
     to the Committee or a member thereof with full payment for all Shares to be
     issued  pursuant  to the  exercise.  All  Options  shall be  exercised  for
     multiples  of 100 Shares or the total number of Shares for which the Option
     is then exercisable.  The Board of Directors,  and the Company's  officers,
     shall take appropriate action required for delivery of Shares in accordance
     with any exercise of Options under this Plan.

          6.6 Payment.  Payment shall be tendered in cash, by certified check or
     by any other payment method authorized by the Committee.  The Committee has
     sole discretion to authorize other methods of payment, such as a promissory
     note, cashless exercise,  surrender of other Company Shares or cancellation
     of other Shares underlying Optionee's vested Options.  Optionees shall have
     rights to  dividends  or other  shareholder  rights with  respect to Shares
     underlying an Option only after the Company  receives full payment for such
     Shares.

          6.7. Death of Optionee.  If an Optionee  dies, any Options  previously
     granted to the Optionee shall be exercisable only as to that portion of the
     Option  that had Vested by the date of  Optionee's  death.  Any such Vested
     Options shall expire on the earlier of three years after  Optionee's  death
     or the  Expiration  Date.  Such Vested  Options shall be exercisable by the
     personal representative or administrator of the deceased Optionee's estate,
     or  by  any  trustee,  heir,  legatee  or  beneficiary  (collectively,  the
     "Optionee's  Legal  Representative")  who shall  have  acquired  the Vested
     Option  directly  from the  Optionee  by will or by the laws of descent and
     distribution.  Prior  to  the  exercise  of any  such  Vested  Option,  the
     Optionee's  Legal  Representative  shall furnish to the Company an executed
     Exercise  Form together with a certified  copy of letters  testamentary  or
     other proof deemed  sufficient  by the  Committee of the right of the legal
     representative  to  exercise  such  Vested  Option in  accordance  with the
     provisions of this Plan.

          6.8 Disability.  If an Optionee's employment ceases due to disability,
     then  Optionee's  Vested  Options  shall expire on the earlier of three (3)
     years after Optionee  becomes  disabled or the Expiration Date. An Optionee
     shall  be  considered  to be  disabled  if a  qualified  medical  physician
     approved  by the  Company  certifies  that the  Optionee  is  unable  to be
     gainfully employed by the Company by reason of a diagnosed and determinable
     physical or mental


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     impairment  which can be  expected to result in death or has lasted and can
     be expected to last for a continuous period of not less than 12 months.

          6.9  Retirement.  If an  Optionee  retires  from  employment  with the
     Company,  then the Optionee's Vested Options shall expire on the earlier of
     three (3) years after Optionee retires or the Expiration Date.

          6.10 Termination of Employment. When an Optionee's employment with the
     Company is terminated for any reason whatsoever, unless otherwise specified
     in the Certificate,  Optionee's  Vested Options shall expire on the earlier
     of three (3) years after termination or the Expiration Date.

          6.11 Leave of  Absence.  A leave of  absence  duly  authorized  by the
     Company shall not be deemed a termination of employment.

          6.12.  Non-transferability of Options.  During Optionee's lifetime, an
     Option may only be exercised by the Optionee.  No Option may be transferred
     other than by will or the laws of descent and distribution.

          6.13.  Minimum  Holding  Period.  This  Plan,  the  Committee  or  the
     Certificate may impose a holding period on Shares acquired upon exercise of
     an Stock Option.

          6.14.  Transfer  Restrictions on Shares.  Unless  registered under the
     Securities Act of 1933 (the "Securities Act"), or applicable Canadian Rules
     and  Regulations,  all Shares  acquired  upon  exercise of an Option  shall
     constitute "restricted  securities" (as defined in SEC Rule 144 promulgated
     by the SEC under the USA Securities Act or Canada Rule and Regulations). As
     restricted  securities,  such Shares may only be offered for sale,  sold or
     otherwise   transferred  except  pursuant  to  an  effective   registration
     statement  under  the  applicable  Securities  Act(s),  or  pursuant  to an
     exemption from registration under the applicable Securities Act(s) or Rules
     and Regulations;  the availability of such exemption must be established to
     the satisfaction of the Company. The certificates  representing such Shares
     will bear a legend stating these restrictions.

          6.15. Other Representations and Warranties.  As a further condition to
     exercising  any  Option,  the  Company  may require an Optionee to make any
     representation  and  warranty  to the  Company  as may be  required  by any
     applicable law or regulation.

     7. Special Terms and Conditions for Incentive Stock Options. In addition to
the terms and  conditions  contained in Section 6, all  Incentive  Stock Options
shall also be subject to the following additional terms and conditions:

          7.1. Eligible Parties.  Incentive Stock Options may only be granted to
     eligible Company employees, officers, directors and consultants.

          7.2.  Exercise Price. The Option's per Share purchase price ("Exercise
     Price")  shall be  determined  by the  Committee but shall not be less than
     100% of the determined Share's Fair Market Value on the grant date.


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          7.3.  Maximum  Grant.  The  aggregate  Fair Market Value of the Shares
     underlying  Incentive  Stock Options granted to any Optionee that Vest in a
     particular calendar year shall not exceed $5,000,000.  For purposes of such
     limitation,  the aggregate  Fair Market Value of Shares shall be determined
     as of the grant date and the  limitations  shall be applied by  considering
     Incentive Stock Options in the order granted.

          7.4. More than 50% Shareholder. All Incentive Stock Options granted to
     persons owning more than 50% of all classes of the Company's  capital stock
     (as calculated in accordance with Canadian Rules and Regulations or USA IRC
     '424(d)) must also satisfy the following conditions:

               7.4.1.  Exercise Price:  The Exercise Price must be at least 110%
          of the Shares' Fair Market Value on the grant date;

               7.4.2.  Expiration.  The Expiration  Date must be within five (5)
          years after the Incentive Stock Option's grant date.

          7.5.  Shareholder  Approval.  For any Options to receive  treatment as
     Incentive Stock Options,  this Plan must be approved by the majority of the
     Company's  shareholders  within a year after  adoption  of this Plan by the
     Company's Board of Directors.  Such approval may be obtained either through
     an ordinary resolution at a shareholder meeting or by written consent.

Any Options not satisfying these conditions may be treated as Nonstatutory Stock
Options.

     8. Adjustments upon Recapitalization or Merger. If, through  consolidation,
merger,  subdivision,  reclassification,  amalgamation or otherwise, the Company
issues additional  capital stock or effects any reorganization of its authorized
capital  then there shall  automatically  be an  adjustment  in the terms of any
Options so that thereafter terms of the amended Options will be equivalent as is
reasonably possible to the initial Option terms.

     9. Use of Proceeds.  Proceeds  from the exercise of Options  granted  under
this Plan shall constitute general funds of the Company and may be used for such
general corporate purposes as the Company's Board of Directors shall determine.

     10. Reservation of Shares for Issuance. At all times during the duration of
this Plan, the Company shall reserve and keep available such number of Shares as
will be sufficient to satisfy the  requirements of all Options granted  pursuant
to this Plan,  and shall pay all original  issue and transfer taxes with respect
to the issuance of shares  pursuant to the exercise of such  Options,  and shall
pay all of the reasonable fees and expenses  necessarily  incurred in connection
with the exercise of such Options and the issuance of such Shares.

     11.  Amendments.  The Board of Directors may amend,  alter,  or discontinue
this Plan, but no amendment,  alteration or discontinuation  shall be made which
would impair the rights of any Optionee  under any Options  previously  granted,
without  the  Optionee's  consent,  or  which,   without  the  approval  of  the
Shareholders, would:

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          11.1.  except as provided in Section 8,  increase  the total number of
     Shares issuable under the Plan (section 2.1);

          11.2. modify the provisions of the Plan relating to eligibility; or

          11.3.   increase  the  aggregate  Fair  Market  Value  of  the  Shares
     underlying the Incentive Stock Options which may be granted under this Plan
     to any person and which  become  exercisable  in any year to an amount over
     $5,000,000.

     12. Indemnification. In addition to such other rights of indemnification as
they may have as directors,  Committee  members and the Board of Directors shall
be indemnified by the Company against reasonable expenses,  including attorneys'
fees,  actually  incurred in connection with the defense of any action,  suit or
proceeding, or in connection with any appeal there from, to which they or any of
them may be a party by reason of any action  taken or failure to act under or in
connection with this Plan or any Option granted  hereunder,  or Shares purchased
pursuant to the  exercise of an Option,  and against all amounts paid by them in
settlement  thereof  (provided such settlement is approved by independent  legal
counsel  selected by the Company) or paid by them in satisfaction of judgment in
any  action,  suit or  proceeding,  except in relation to matters as to which it
shall be adjudged in such action,  suit or  proceeding,  that such member of the
Board of Directors is liable for gross negligence,  fraud or willful  misconduct
in the performance of the director's  duties,  so long as within sixty (60) days
after institution of any such action, suit or proceeding,  the director shall in
writing  offer the  Company the  opportunity,  at its own  expense,  to hand and
defend such action, suit or proceeding.

                               GROWTHEXPERTS GROUP INC.


                               By: /s/ F. Thomas Winters
                                   ---------------------------------------------
                                   F. Thomas Winters III, President & CEO


I, in my capacity as Secretary of GrowthExperts  Group Inc., hereby certify that
the  foregoing  2000 Stock Option Plan was adopted by the Board of Directors and
approved by the  majority of  stockholders  in  interest  on  this______  day of
______________, 2000.


/s/ Scott Dow
---------------------------------
Scott L. Dow, Secretary/Treasurer