Exhibit 10.2


                         MDSI MOBILE DATA SOLUTIONS INC.
                             1997 STOCK OPTION PLAN

1.   INTERPRETATION

1.1  Defined Terms - For the purposes of this Plan,  the  following  terms shall
     have the following meanings: -------------

     (a)  "Associate"  shall  have  the  meaning  ascribed  to such  term in the
          Ontario Securities Act, as amended from time to time;

     (b)  "Board" means the Board of Directors of the Company;

     (c)  "Change in Control"  means the  acquisition,  directly or  indirectly,
          through one transaction or a number of transactions, by any Person, of
          an aggregate of more than fifty percent of the outstanding Shares;

     (d)  "Code"  means the United  States  Internal  Revenue  Code of 1986,  as
          amended from time to time;

     (e)  "Committee"  means a committee of the Board  appointed  in  accordance
          with  this  Plan,  or if no such  committee  is  appointed,  the Board
          itself;

     (f)  "Company"  means  MDSI  Mobile  Data  Solutions  Inc.,  a  corporation
          incorporated under the laws of Canada;

     (g)  "Date of  Grant"  means  the date on  which a grant  of an  Option  is
          effective;

     (h)  "Disability"  means  a  medically   determinable  physical  or  mental
          impairment  expected  to result  in death or to last for a  continuous
          period of not less than 12 months  which  causes an  individual  to be
          unable to engage in any substantial gainful activity;

     (i)  "Domestic  Relations  Successor"  means a person  entitled  to receive
          transfer of  ownership of an Option  pursuant to a Qualified  Domestic
          Relations Order;

     (j)  "Effective  Date"  means the  effective  date of this  Plan,  which is
          Febuary 27, 1997;

     (k)  "Exchange  Act" means the United  States  Securities  Exchange  Act of
          1934, as amended;



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     (l)  "Fair Market Value" means:

          (i)  where the Shares are listed for  trading on a stock  exchange  or
               over the counter  market,  the closing price of the Shares on the
               stock  exchange or over the counter market which is the principal
               trading market for the Company's Shares, as may be determined for
               such purpose by the Committee, or

          (ii) where the Shares are not listed for  trading on a stock  exchange
               or over the counter market,  the value which is determined by the
               Committee  to be the  fair  value  of  the  Shares,  taking  into
               consideration  all factors that the Committee deems  appropriate,
               including,  without  limitation,  recent sale and offer prices of
               the Shares in private transactions negotiated at arm's length;

     (m)  "Guardian" means the guardian, if any, appointed for an Optionee;

     (n)  "ISO"  means an Option  granted  to an  employee  of the  Company or a
          Related  Company that  qualifies as an  "incentive  stock  option" for
          purposes  of  section  422 of the Code  and is  therefore  subject  to
          favourable tax treatment under the Code;

     (o)  "ISO Optionee" means an Optionee to whom an ISO has been granted;

     (p)  "Modification"  means any change in the terms of an Option which gives
          the Optionee  additional  benefits  under the Option,  but such change
          shall not include a change in the terms of an Option:

          (i)  to make the  Option  not  transferable  other than by will or the
               laws of descent and distribution,

          (ii) to make the Option  exercisable  only by the Optionee  during his
               lifetime,

          (iii)in the case of an Option not immediately  exercisable in full, to
               accelerate the time within which the Option may be exercised, or

          (iv) attributable to the issuance or assumption of an Option by reason
               of a corporate merger, consolidation,  acquisition of property or
               stock,  separation,  reorganization  or  liquidation  if the  new
               Option or assumption of the old Option does not give the Optionee
               additional benefits which he did not have under the old Option;

     (q)  "Non-ISO" means an Option that is not an "incentive  stock option" for
          purposes of section 422 of the Code,  and is therefore  not subject to
          favourable tax treatment under the Code;

     (r)  "Non-ISO  Optionee"  means  an  Optionee  to whom a  Non-ISO  has been
          granted;



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     (s)  "Option" means an option to purchase  Shares  granted  pursuant to the
          terms of this Plan;

     (t)  "Option  Agreement" means a written  agreement between the Company and
          an Optionee,  specifying  the terms of the Option being granted to the
          Optionee under the Plan;

     (u)  "Option  Price" means the exercise per Share for an Option which shall
          be  expressed  in  Canadian  funds  or in  the  United  States  dollar
          equivalent thereof;

     (v)  "Optionee" means a person to whom an Option has been granted;

     (w)  "Person" means a natural  person,  company,  government,  or political
          subdivision  or agency of a government;  and where two or more Persons
          act as a partnership,  limited  partnership,  syndicate or other group
          for the purpose of acquiring, holding or disposing of securities of an
          issuer, such syndicate or group shall be deemed to be a Person;

     (x)  "Plan" means this Stock Option Plan of the Company;

     (y)  "Qualified  Domestic  Relations Order" means a judgment or order which
          relates to the provision of child support, alimony payments or marital
          property rights to a spouse,  former spouse,  child or other dependent
          of an Optionee,  made pursuant to domestic relations law of a state of
          the United  States,  and which meets all the  requirements  of section
          414(p) of the Code;

     (z)  "Qualified Successor" means a person who is:

          (i)  entitled to ownership of an Option upon the death of an Optionee,
               pursuant  to a  will  or  the  applicable  laws  of  descent  and
               distribution upon death, or

          (ii) a Domestic Relations Successor of an Optionee;

     (aa) "Related  Company"  shall mean a company  which is an affiliate of the
          Company as the term  "affiliate"  is  defined  in Section  1(2) of the
          Ontario Securities Act, as amended from time to time;

     (bb) "Shares"  means the common shares  without par value in the capital of
          the Company;

     (cc) "Term"  means  the  period  of time  during  which  an  Option  may be
          exercised; and

     (dd) "Terminating Event" means:

          (i)  the dissolution or liquidation of the Company,

          (ii) a  merger  or  consolidation  of the  Company  with  one or  more
               corporations  as a result of which,  immediately  following  such
               merger or consolidation, the



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               shareholders  of the  Company  as a group  will  hold less than a
               majority  of the  outstanding  capital  stock  of  the  surviving
               corporation,

          (iii)the sale or other  disposition of all or substantially all of the
               assets of the Company, or

          (iv) a material change in the capital structure of the Company that is
               deemed to be a  Terminating  Event by virtue of the last sentence
               of Section 11.1 of this Plan or by virtue of Section 11.4 of this
               Plan.

2.   STATEMENT OF PURPOSE 

2.1  Principal  Purposes - The principal purposes of the Plan are to provide the
Company with the advantages of the incentive  inherent in share ownership on the
part of employees,  officers,  directors,  and  consultants  responsible for the
continued  success of the Company;  to create in such  individuals a proprietary
interest in, and a greater  concern for, the welfare and success of the Company;
to encourage  such  individuals  to remain with the Company;  and to attract new
employees, officers, directors and consultants to the Company.

2.2  ISOs and  Non-ISOs - Under this Plan,  the Company may grant either ISOs or
Non-ISOs.  Each ISO granted  hereunder is intended to  constitute  an "incentive
stock  option",  for the purposes of section 422 of the Code,  and this Plan and
each such ISO is intended to comply with all of the  requirements of Section 422
of the Code and of all other  provisions  of the Code  applicable  to  incentive
stock options and to plans issuing the same. Each Non-ISO  granted  hereunder is
intended to constitute an Option that is not an "incentive stock option" for the
purposes  of  section  422 of the  Code,  and  that  does  not  comply  with the
requirements of Section 422 of the Code.

2.3  Benefit to  Shareholders - The Plan is expected to benefit  shareholders by
enabling the Company to attract and retain  personnel of the highest  caliber by
offering such  personnel an opportunity to share in any increase in value of the
Shares resulting from their efforts.


3.   ADMINISTRATION

3.1  Board or  Committee - The Plan shall be  administered  by the Board or by a
Committee appointed in accordance with Section 3.2 or 3.4(b) below.

3.2  Appointment  of  Committee - The Board may at any time appoint a Committee,
consisting of not less than two of its members, to administer the Plan on behalf
of the Board in  accordance  with such  terms  and  conditions  as the Board may
prescribe,  consistent  with this Plan.  Once  appointed,  the  Committee  shall
continue to serve until otherwise  directed by the Board. From time to time, the
Board may increase the size of the  Committee  and appoint  additional  members,
remove  members (with or without  cause) and appoint new members in their place,
fill  vacancies  however  caused,  or remove all  members of the  Committee  and
thereafter directly administer the Plan.



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3.3  Quorum and  Voting - A  majority  of the  members  of the  Committee  shall
constitute  a quorum,  and,  subject to the  limitations  in this Section 3, all
actions of the  Committee  shall  require  the  affirmative  vote of members who
constitute  a  majority  of such  quorum.  No member of the  Committee  who is a
director to whom an Option may be granted  may  participate  in the  decision to
grant  such  Option  (but any such  member may be  counted  in  determining  the
existence  of a quorum at any meeting of the  Committee in which action is taken
with respect to the granting of an Option to him).

3.4  Administration   of  Plan  upon   Registration   of  Equity   Securities  -
Notwithstanding  the  foregoing  provisions  of this Section 3, in the event the
Company is or becomes  subject to the  provisions  of Section 16 of the Exchange
Act, the Board shall attempt to provide for  administration of the Plan, insofar
as it relates to the participation of officers, directors or stockholders of the
Company who are subject to the reporting and liability  provisions of Section 16
of the  Exchange  Act,  in a manner  which shall  qualify  the grant,  exercise,
expiration or surrender of Options under this Plan for the treatment afforded by
Securities and Exchange  Commission Rule 16b-3, as amended from time to time, or
any successor rule or regulatory requirements.

3.5  Powers of  Committee - Any  Committee  appointed  under  Section 3.2 or 3.4
above shall have the authority to do the following:

     (a)  administer the Plan in accordance with its terms;

     (b)  determine all questions arising in connection with the administration,
          interpretation,  and application of the Plan,  including all questions
          relating to the value of the Shares;

     (c)  correct  any  defect,   supply  any   information   or  reconcile  any
          inconsistency  in the Plan in such  manner and to such extent as shall
          be deemed  necessary  or  advisable  to carry out the  purposes of the
          Plan;

     (d)  prescribe,  amend and rescind  rules and  regulations  relating to the
          administration of the Plan;

     (e)  determine   the  duration  and  purpose  of  leaves  of  absence  from
          employment  which may be granted to Optionees  without  constituting a
          termination of employment for purposes of the Plan;

     (f)  do the following with respect to the granting of Options:

          (i)  determine the  employees,  officers,  directors or consultants to
               whom Options shall be granted,  based on the eligibility criteria
               set out in this Plan,

          (ii) determine whether such Options shall be ISOs or Non-ISOs,

          (iii)determine the terms and provisions of the Option  Agreement which
               shall be  entered  into with  each  Optionee  (which  need not be
               identical with the terms of any other Option Agreement),




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          (iv) amend the terms and provisions of an Option  Agreement,  provided
               the Committee obtains:

               A.   the consent of the Optionee; and

               B.   the  approval of any stock  exchange on which the Company is
                    listed,

          (v)  determine when Options shall be granted,

          (vi) determine the number of Shares subject to each Option, and

     (g)  make   all   other   determinations   necessary   or   advisable   for
          administration of the Plan.

3.6  Obtain  Regulatory  Approvals - In  administering  this Plan, the Committee
will  obtain  any  regulatory  approvals  which  may  be  required  pursuant  to
applicable  securities  laws or the  rules  of any  stock  exchange  or over the
counter market on which the Shares are listed.

3.7  Administration by Committee - The Committee's exercise of the authority set
out in Section 3.5 shall be  consistent  with the intent that ISOs issued  under
the Plan be  qualified  under the  terms of  Section  422 of the Code,  and that
Non-ISOs shall not be so qualified.  All determinations made by the Committee in
good faith on matters referred to in Section 3.5 shall be final,  conclusive and
binding  upon all  Persons.  The  Committee  shall have all powers  necessary or
appropriate  to  accomplish  its  duties  under  this  Plan.  In  addition,  the
Committee's  administration of the Plan shall in all respects be consistent with
the policies and rules of any stock exchange or over the counter market on which
the Shares are listed.


4.   ELIGIBILITY

4.1  Eligibility  for ISOs - ISOs may be granted to any  employee of the Company
or any Related Company, including directors or officers who are employees of the
Company or any  Related  Company.  An  Optionee  who is not an  employee  of the
Company or any Related Company is not eligible to receive an ISO under the Plan.

4.2  Eligibility  for  Non-ISOs  -  Non-ISOs  may be  granted  to any  employee,
officer, director or consultant of the Company or any Related Company.

4.3  No  Violation  of  Securities  Laws - No  Option  shall be  granted  to any
Optionee  unless the Committee has determined  that the grant of such Option and
the exercise  thereof by the Optionee will not violate the securities law of the
jurisdiction in which the Optionee resides.



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5.   SHARES SUBJECT TO THE PLAN

5.1  Number of Shares - The  Committee,  from time to time, may grant Options to
purchase an aggregate of up to 1,100,000 Shares, subject to regulatory approval,
to be made available from authorized,  but unissued,  Shares. In calculating the
foregoing  1,100,000  Shares,  the Committee shall include all Shares subject to
options  outstanding  prior to the Effective  Date of the Plan,  which as at the
Effective Date, comprises 657,577 Shares. The maximum number of 1,100,000 Shares
shall be adjusted, where necessary, to take account of the events referred to in
Section 11 hereof.

5.2  Exercise  of Option - Upon  exercise  of an  Option,  the  number of Shares
thereafter  available  under the Plan  shall  remain  the same and the number of
Options  available  for  purposes  of the Plan shall  increase  by the number of
Shares as to which the Option was exercised.

5.3  Expiry  of Option - If an  Option  expires  or  terminates  for any  reason
without having been exercised in full, the  unpurchased  Shares subject  thereto
shall again be available for the purposes of the Plan.

5.4  Reservation  of Shares - The Company will at all times reserve for issuance
and keep  available  such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

6.   OPTION TERMS

6.1  Option  Agreement  - With  respect  to  each  Option  to be  granted  to an
Optionee,  the  Committee  shall  specify  the  following  terms  in the  Option
Agreement between the Company and the Optionee:

     (a)  whether such Option is an ISO or a Non-ISO;

     (b)  the number of Shares  subject to  purchase  pursuant  to such  Option,
          provided  that the number of Shares  reserved  for issuance to any one
          person  pursuant  to  Options  does not  exceed 5% of the  outstanding
          Shares;

     (c)  the Date of Grant;

     (d)  the Term, provided that:

          (i)  the  length  of the Term  shall in no event be  greater  than ten
               years following the Date of Grant; and

          (ii) if an ISO  Option is granted  to an  Optionee  who on the Date of
               Grant  beneficially  owns  more  than 10% of the  total  combined
               voting power of all classes of shares of the Company, the Term of
               the Option shall not exceed five years;

     (e)  the Option Price, provided that:



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          (i)  the Option  Price shall not be less than the Fair Market Value of
               the Shares on the Date of Grant; and

          (ii) if an ISO  Option is granted  to an  Optionee  who on the Date of
               Grant  beneficially  owns  more  than 10% of the  total  combined
               voting power of all classes of shares of the Company or a Related
               Company, then the Option Price shall be at least 110% of the Fair
               Market Value of the Shares on the Date of Grant;

     (f)  any  vesting  schedule  upon  which  the  exercise  of  an  Option  is
          contingent; provided that the Committee shall have complete discretion
          with  respect to the terms of any such  vesting  schedule,  including,
          without limitation, discretion to:

          (i)  allow full and immediate vesting upon the grant of such Option,

          (ii) to permit partial vesting in stated  percentage  amounts based on
               the length of the Term of such Option, and

          (iii)to permit full vesting  after a stated  period of time has passed
               from the Date of Grant; and

     (g)  such other terms and conditions as the Committee  deems  advisable and
          are consistent with the purposes of this Plan.

Amendments to Option Agreements are subject to regulatory approval, if required.

6.2  No Grant After Ten Years From  Effective  Date - No Option shall be granted
under the Plan later than ten years from the Effective Date of the Plan.  Except
as expressly provided herein,  nothing contained in this Plan shall require that
the terms and conditions of Options granted under the Plan be uniform.

6.3  No Disposition for Six Months - An Optionee who is subject to Section 16 of
the  Exchange Act shall not make any  disposition,  as that term is used by Rule
16b-3 under the Exchange  Act, of any Shares  issued upon  exercise of an Option
unless at least six months has  elapsed  between the Date of Grant of the Option
and the date of disposition of the Shares issued upon exercise of such Option.




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7.   LIMITATION ON GRANTS OF OPTIONS

7.1  Non-ISO if Exceed $100,000 (U.S.) - If the aggregate Fair Market Value of:


     (a)  Shares underlying Options which are ISOs which have been granted to an
          Optionee under this Plan, and

     (b)  Shares  underlying  incentive stock options which have been granted to
          such  Optionee  under any other  plan of the  Company  or any  Related
          Company,

which are  exercisable  for the  first  time  during a  calendar  year,  exceeds
$100,000 (U.S.),  as such amount may be adjusted from time to time under Section
422(d) of the Code,  then,  to the extent of such excess,  such Options shall be
treated as Non-ISOs.

7.2  ISO Optionee  Owning Greater Than 10% of Voting  Securities - The Committee
may grant an ISO to an employee of the  Company or any Related  Company  who, at
the Date of  Grant,  owns  securities  of the  Company  or any  Related  Company
representing  more than 10% of the total combined voting power of all classes of
shares of the Company or any Related Company, only if:

     (a)  the  Option  Price is at least  110% of the Fair  Market  Value of the
          Shares at the Date of Grant; and

     (b)  the Term is five years or less.


8.   EXERCISE OF OPTION

8.1  Method of Exercise - Subject to any limitations or conditions  imposed upon
an Optionee  pursuant to the Option  Agreement or Section 6 hereof,  an Optionee
may exercise an Option by giving  written  notice  thereof to the Company at its
principal place of business.

8.2  Payment of Option  Price - The  notice  described  in Section  8.1 shall be
accompanied  by full  payment of the  aggregate  Option  Price to the extent the
Option is so exercised,  and full payment of any amounts the Company  determines
must be  withheld  for tax  purposes  from the  Optionee  pursuant to the Option
Agreement. Such payment shall be:

     (a)  in lawful money (Canadian funds) by cheque;

     (b)  at the  discretion  of the  Committee  and if such form of  payment is
          permitted  under the corporate  laws then  governing  the Company,  by
          delivery of the Optionee's  personal recourse note bearing interest at
          a rate deemed appropriate by the Committee;

     (c)  at the  discretion  of the  Committee,  and subject to all  applicable
          securities laws,  through delivery by the Optionee and/or  withholding
          by the  Company,  of  Shares  having a market  value as of the date of
          exercise  equal to the cash  exercise  price  of the  Option  plus any
          amounts that the Company determines must be withheld from the Optionee



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          for U.S. or Canadian  tax  purposes.  The market  value of each of the
          Shares on the date of delivery  shall be  determined  in good faith by
          the Committee,  which  determination shall be binding for all purposes
          hereunder; or

     (d)  at  the  discretion  of  the  Committee,  by  any  combination  of the
          consideration contemplated by Sections 8.2(a) to 8.2(c) above.

8.3  Issuance of  Certificates  - As soon as  practicable  after  exercise of an
Option in accordance with Sections 8.1 and 8.2 hereof, the Company shall issue a
certificate  or  certificates  evidencing  the Shares with  respect to which the
Option  has  been  exercised.   Until  the  issuance  of  such   certificate  or
certificates,  no right to vote or receive  dividends  or any other  rights as a
shareholder  shall  exist  with  respect  to such  Shares,  notwithstanding  the
exercise of the Option. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the certificate is issued, except
as provided by Section 11 hereof.


9.   TRANSFERABILITY OF OPTIONS

9.1  Non-Transferable  - Except as provided otherwise in this Section 9, Options
are non-assignable and non-transferable.

9.2  Death of  Optionee - If the  employment  of an  Optionee  as an employee or
consultant of the Company or any Related Company, or the position of an Optionee
as a director or officer of the Company or any Related Company,  terminates as a
result of his or her death,  any Options held by such Optionee shall pass to the
Qualified Successor of the Optionee, and

     (a)  in the case of an ISO, shall be exercisable by the Qualified Successor
          for a period of six months following such death, and

     (b)  in the  case of a  Non-ISO,  shall  be  exercisable  by the  Qualified
          Successor for a period of 12 months following such death,

provided  that in no case  shall the Term of the Option  extend  beyond 10 years
from the Date of Grant.

9.3  Disability of Optionee - If the employment of an Optionee as an employee or
consultant of the Company or any Related Company, or the position of an Optionee
as a director or officer of the Company or any Related Company, is terminated by
the Company or any Related Company by reason of such Optionee's Disability,  any
Option held by such Optionee that could have been exercised immediately prior to
such  termination of service shall be  exercisable  by such Optionee,  or by his
Guardian,  for a period of one year following the termination of service of such
Optionee.

9.4  Disability  and Death of  Optionee  - If an  Optionee  who has ceased to be
employed  by the  Company or any  Related  Company by reason of such  Optionee's
Disability dies within six months after the termination of such employment,  any
Option held by such Optionee that could have been exercised immediately prior to
his or her death shall pass to the  Qualified  Successor of such  Optionee,  and
shall be exercisable by the Qualified Successor:



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     (a)  in the case of an ISO, for a period of six months  following the death
          of such Optionee, and

     (b)  in the case of a  Non-ISO,  for a period  of 12 months  following  the
          death of such Optionee,

provided  that in no case  shall the Term of the Option  extend  beyond 10 years
from the Date of Grant.

9.5  Vesting  -  Options  held by a  Qualified  Successor  or  exercisable  by a
Guardian shall,  during the period prior to their termination,  continue to vest
in accordance with any vesting schedule to which such Options are subject.

9.6  Unanimous  Agreement  - If two or more  persons  constitute  the  Qualified
Successor or the Guardian of an Optionee, the rights of such Qualified Successor
or such Guardian shall be exercisable only upon the unanimous  agreement of such
persons.

9.7  Deemed  Non-Interruption  of  Employment  -  Employment  shall be deemed to
continue  intact  during any  military or sick leave or other bona fide leave of
absence if the  period of such leave does not exceed 90 days or, if longer,  for
so long as the Optionee's right to reemployment  with the Company or any Related
Company is  guaranteed  either by statute or by contract.  If the period of such
leave exceeds 90 days and the Optionee's reemployment is not so guaranteed, then
his or her employment shall be deemed to have terminated on the ninety-first day
of such leave.


10.  TERMINATION OF OPTIONS

10.1 Termination of Options - To the extent not earlier  exercised or terminated
in accordance with section 9 above, an Option shall terminate at the earliest of
the following dates:

     (a)  the  termination   date  specified  for  such  Option  in  the  Option
          Agreement;

     (b)  where the Optionee's  position as an employee,  consultant or director
          of the Company or any Related  Company is  terminated  for just cause,
          the date of such termination for just cause;

     (c)  where the Optionee's position as an employee,  consultant,  officer or
          director of the Company or any Related Company terminates for a reason
          other than the Optionee's  Disability,  death, or termination for just
          cause,  30 days after such date of  termination,  or upon the Optionee
          making written  application to the Committee and receiving the written
          consent of the Committee, which consent may be given at the discretion
          of the Committee, up to 90 days after such date of termination;

     (d)  the date of any sale,  transfer,  assignment or hypothecation,  or any
          attempted sale, transfer, assignment or hypothecation,  of such Option
          in violation of Section 9.1 above; and



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     (e)  the date  specified in Section 11.2 below for such  termination in the
          event of a Terminating Event.

10.2 Lapsed Options - If Options are  surrendered , terminated or expire without
being  exercised  in whole or in part,  new Options may be granted  covering the
Shares  not  purchased  under  such  lapsed  Options.  If  an  Option  has  been
surrendered  in  connection  with the  regranting  of a new  Option  to the same
Optionee on different  terms than the original  Option granted to such Optionee,
then the new Option is subject to  approval  of the stock  exchange on which the
Shares are listed.

11.  ADJUSTMENTS TO OPTIONS

11.1 Alteration in Capital Structure - If there is a material  alteration in the
capital structure of the Company resulting from a recapitalization, stock split,
reverse stock split, stock dividend, or otherwise, the Committee shall make such
adjustments to this Plan and to the Options then outstanding  under this Plan as
the  Committee   determines   to  be   appropriate   and  equitable   under  the
circumstances,  so that the  proportionate  interest  of the holder of each such
Option shall, to the extent practicable,  be maintained as before the occurrence
of such event. Such adjustments may include,  without limitation (a) a change in
the number or kind of shares of the Company  covered by such Options,  and (b) a
change in the Option  Price  payable  per  share;  provided,  however,  that the
aggregate Option Price applicable to the unexercised portion of existing Options
shall not be altered,  it being intended that any adjustments  made with respect
to such Options shall apply only to the price per share and the number of shares
subject thereto.  For purposes of this Section 11.1, neither (i) the issuance of
additional shares of stock of the Company in exchange for adequate consideration
(including services), nor (ii) the conversion of outstanding preferred shares of
the  Company  into  Shares  shall be deemed to be  material  alterations  of the
capital structure of the Company. If the Committee determines that the nature of
a material alteration in the capital structure of the Company is such that it is
not practical or feasible to make appropriate adjustments to this Plan or to the
Options granted  hereunder,  such event shall be deemed a Terminating  Event for
the purposes of this Plan.

11.2 Terminating Events - Subject to Section 11.3, all Options granted under the
Plan shall terminate upon the occurrence of a Terminating Event.

11.3 Notice of Terminating  Event - The Committee shall give notice to Optionees
not less than thirty days prior to the consummation of a Terminating Event. Upon
the giving of such  notice,  all  Options  granted  under the Plan shall  become
immediately  exercisable,  notwithstanding  any contingent  vesting provision to
which such Options may have otherwise been subject.

11.4 Corporate  Reorganization - In the event of a reorganization  as defined in
this  Section  11.4 in which  the  Company  is not the  surviving  or  acquiring
corporation,  or in which the Company is or becomes a wholly-owned subsidiary of
another corporation after the effective date of the reorganization,  then unless
provision is made by the acquiring corporation for the assumption of each Option
granted under this Plan, or the substitution of an option therefor, such that no
Modification  of any such Option  occurs,  all Options  granted  under this Plan
shall terminate and such event shall be deemed a Terminating Event. For purposes
of this Section 11.4,  reorganization shall mean any statutory merger, statutory
consolidation, sale of all or substantially all of the assets of the Company,



<PAGE>
                                      -13-


or sale, pursuant to an agreement with the Company, of securities of the Company
pursuant to which the Company is or becomes a wholly-owned subsidiary of another
corporation after the effective date of the reorganization.

11.5  Acceleration on Change of Control - Upon a Change in Control,  all Options
shall become  immediately  exercisable,  notwithstanding  any contingent vesting
provisions to which such Options may have otherwise been subject.

11.6  Acceleration  of Date of Exercise - The Committee  shall have the right to
accelerate the date of exercise of any installment of any Option; provided that,
without the consent of the Optionee  with respect to any Option,  the  Committee
shall not  accelerate  the date of any  installment  of any Option granted to an
employee  as an ISO (and not  previously  converted  into a Non-ISO  pursuant to
Section  13  below)  if such  acceleration  would  violate  the  annual  vesting
limitation  contained in Section 422(d) of the Code, as described in Section 7.1
above.

11.7  Determinations  to be Made By Committee - Adjustments  and  determinations
under this Section 11 shall be made by the Committee,  whose decisions as to the
adjustments or determination which shall be made, and the extent thereof,  shall
be final, binding, and conclusive.

11.8 Effect of a Take-over If a bona fide offer (the "Offer") for Shares is made
to an Optionee or to shareholders  generally or to a class of shareholders which
includes the  Optionee,  which  Offer,  constitutes  a take-over  bid within the
meaning of section 89(1) of the Ontario  Securities Act, as amended from time to
time, the Company shall, immediately upon receipt of notice of the Offer, notify
each Optionee of full particulars of the Offer,  whereupon any Option held by an
Optionee  may be  exercised  in whole or in part by the Optionee so as to permit
the Optionee to tender the Shares  received upon such  exercise  (the  "Optioned
Shares") to the Offer.
If:

     (a)  the Offer is not completed within the time specified therein; or

     (b)  all of the Optioned  Shares  tendered by the Optionee  pursuant to the
          Offer are not taken up and paid for by the offeror pursuant thereto;

the Optioned Share or, in the case of clause (b) above, the optioned Shares that
are not taken up and paid for,  may be returned  by the  Optionee to the Company
and  reinstated  as  authorized  but  unissued  shares and with  respect to such
returned  Optioned Shares,  the Option shall be reinstated as if it had not been
exercised.  If any  Optioned  Shares  are  returned  to the  Company  under this
Section,  the Company  shall refund the exercise  price to the Optionee for such
Optioned Shares.

12.  TERMINATION AND AMENDMENT OF PLAN

12.1 Termination of Plan - Unless earlier  terminated as provided in Section 11
above or in Section 12.2 below, the Plan shall terminate on, and no Option shall
be granted under the Plan,  the date which is ten years from the Effective  Date
of the Plan.

12.2 Power of  Committee to Terminate or Amend Plan - Subject to the approval of
any stock exchange on which the Company is listed,  the Committee may terminate,
suspend or amend the terms



<PAGE>
                                      -14-


of the Plan;  provided,  however,  that, except as provided in Section 11 above,
the  Committee  may not do any of the  following  without  obtaining,  within 12
months  either  before  or  after  the  Committee's  adoption  of  a  resolution
authorizing such action,  approval by the affirmative  votes of the holders of a
majority of the voting  securities of the Company present,  or represented,  and
entitled  to vote at a  meeting  duly  held in  accordance  with the  applicable
corporate  laws,  or by the written  consent of the holders of a majority of the
securities of the Company entitled to vote:

     (a)  increase the aggregate  number of Shares which may be issued under the
          Plan;

     (b)  materially modify the requirements as to eligibility for participation
          in the Plan,  or change the  designation  of the employees or class of
          employees eligible to receive ISOs under the Plan;

     (c)  materially  increase the benefits  accruing to participants  under the
          Plan; or

     (d)  make any  change in the terms of the Plan  that  would  cause the ISOs
          granted  hereunder to lose their  qualification  as  "incentive  stock
          options" under Section 422 of the Code;

however,  the  Committee  may amend  the  terms of the Plan to  comply  with the
requirements  of any  applicable  regulatory  authority,  without  obtaining the
approval of its shareholders.

12.3 No Grant During  Suspension  of Plan - No Option may be granted  during any
suspension,  or  after  termination,  of  the  Plan.  Amendment,  suspension  or
termination of the Plan shall not, without the consent of the Optionee, alter or
impair any rights or obligations under any Option previously granted.


13.  CONVERSION OF ISOs INTO NON-ISOs

13.1 Conversion  of ISOs into  Non-ISOs  - At the  written  request  of any ISO
Optionee,  the  Committee  may in its  discretion  take such  actions  as may be
necessary to convert such  Optionee's  ISOs (or any  installments or portions of
installments  thereof)  that have not been  exercised on the date of  conversion
into Non-ISOs at any time prior to the  expiration  of such ISOs,  regardless of
whether the  Optionee is an employee of the Company or a Related  Company at the
time of such  conversion.  Such  actions  include,  but shall not be limited to,
extending  the  exercise  period  of such  ISOs,  provided,  however,  that such
exercise  period shall in no event exceed 10 years  following  the Date of Grant
without approval of The Toronto Stock Exchange.  At the time of such conversion,
the Committee,  with the consent of the Optionee,  may impose such conditions on
the exercise of the resulting  Non-ISOs as the Committee in its  discretion  may
determine,  provided that such conditions are consistent with this Plan. Nothing
in the Plan  shall  be  deemed  to give  any  Optionee  the  right to have  such
Optionee's  ISOs  converted into Non-ISOs,  and no such  conversion  shall occur
until and unless the Committee takes appropriate action. The Committee, with the
consent of the Optionee,  may also terminate any portion of any ISO that has not
been exercised at the time of such conversion.




<PAGE>
                                      -15-


14.  CONDITIONS PRECEDENT TO ISSUANCE OF SHARES

14.1 Compliance  with Laws - Shares shall not be issued pursuant to the exercise
of any  Option  unless the  Shares  are fully  paid and  non-assessable  and the
exercise of such Option and the issuance and delivery of such Shares comply with
all relevant provisions of law, including, without limitation, the United States
Securities  Act  of  1933,  as  amended,  any  applicable  state  or  provincial
securities or corporate laws, the rules and regulations  promulgated thereunder,
and the  requirements  of any stock  exchange  upon which the Shares may then be
listed or otherwise traded.

14.2 Representations  by Optionee - As a condition  precedent to the exercise of
any Option,  the Company may require the Optionee to represent  and warrant,  at
the time of exercise,  that the Shares are being  purchased  only for investment
and without any present  intention to sell or distribute  such Shares if, in the
opinion of counsel for the Company,  such  representations  and  warranties  are
required by any applicable law.

14.3 Regulatory  Approval  to Issuance of Shares - The  Company's  inability  to
obtain authority from any regulatory body having  jurisdiction,  which authority
is deemed by the  Company's  counsel to be necessary to the lawful  issuance and
sale of any Shares  hereunder,  shall relieve the Company of any liability  with
respect to the failure to issue or sell such Shares.


15.  USE OF PROCEEDS

15.1 Use of Proceeds - Proceeds from the sale of Shares  pursuant to the Options
granted  and  exercised  under the Plan shall  constitute  general  funds of the
Company and shall be used for general corporate purposes.


16.  NOTICES

16.2 Notices - All notices,  requests, demands and other communications required
or permitted to be given under this Plan and the Options granted under this Plan
shall be in writing and shall be either  served  personally on the party to whom
notice is to be given,  in which case  notice  shall be deemed to have been duly
given on the date of such  service;  telefaxed,  in which case  notice  shall be
deemed to have been duly given on the date the telefax is sent; or mailed to the
party  to whom  notice  is to be  given,  by first  class  mail,  registered  or
certified, return receipt requested, postage prepaid, and addressed to the party
at his or its most recent  known  address,  in which case such  notice  shall be
deemed to have been duly given on the tenth postal  delivery day  following  the
date of such mailing.


17.  MISCELLANEOUS PROVISIONS

17.1 No  Obligation  to Exercise -  Optionees  shall be under no  obligation  to
exercise Options granted under this Plan.
     



<PAGE>
                                      -16-


17.2 No  Obligation  to Retain  Optionee - Nothing  contained in this Plan shall
obligate  the  Company  or any  Related  Company  to  retain an  Optionee  as an
employee,  officer,  director, or consultant for any period, nor shall this Plan
interfere  in any way with the right of the  Company or any  Related  Company to
reduce such Optionee's compensation.

17.3 Binding  Agreement - The provisions of this Plan and each Option  Agreement
with an Optionee shall be binding upon such Optionee and the Qualified Successor
or Guardian of such Optionee.

17.4 Use of Terms - Where the  context  so  requires,  references  herein to the
singular  shall  include  the  plural,  and  vice  versa,  and  references  to a
particular gender shall include either or both genders.

17.5 Headings - The headings used in this Plan are for  convenience of reference
only and  shall  not in any way  affect  or be used in  interpreting  any of the
provisions of this Plan.

17.6 No  Representation  or Warranty - The Company  makes no  representation  or
warranty as to the future market value of any Shares  issued in accordance  with
the provisions of this Share Option Plan.


Date approved by the Board of Directors of the Company:       Febuary 27, 1997.



                                          /s/ M. Greg Beniston
                                          --------------------------------------
                                          Secretary