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                           Primetech Electronics Inc.

                             1998 Stock Option Plan

SECTION 1.     PURPOSE OF THE PLAN

1.1. The purpose of this 1998 Stock Option Plan (the "Plan") is to provide
full-time employees, consultants offering ongoing services (the
"consultant(s)"), officers and directors of Primetech Electronics Inc.
("Primetech") or any of its subsidiary bodies corporate (as such term is defined
in the Canada Business Corporations Act, as the same may be modified or
supplemented) (Primetech and its subsidiary bodies corporate, present and
future, being hereinafter referred to collectively as the "Corporations"), with
a proprietary interest through the granting of options to purchase shares of
Primetech, subject to certain conditions as hereinafter set forth, for the
following purposes:

     1.1.1.   to increase the interest in  Primetech's welfare of those key
              employees and directors who share primary responsibility for
              the  management, growth and protection of the business of
              Primetech;

     1.1.2.   to furnish an incentive to such employees and directors to
              continue their services for Primetech; and

     1.1.3.   to provide a means through which Primetech may attract able
              persons to enter their employment.

1.2. For the purposes of the Plan, the term "subsidiary" shall have the meaning
attributed to such term in the Canada Business Corporations Act, as the same may
be amended to time to time and any successor legislation thereto.


SECTION 2.     ADMINISTRATION OF THE PLAN

2.1. The Plan shall be administered by the Board of Directors of Primetech or,
if the Board of Directors by resolution so decides, by a committee of the Board
of Directors (the Board of Directors or, as the case may be, such committee
being hereinafter referred to as the "Board").

2.2. The Board may, from time to time, as it may deem expedient, adopt, amend
and rescind rules and regulations for carrying out the provisions and purposes
of the Plan. The interpretation, construction and application of the Plan and
any provisions thereof made by the Board shall be final and binding on all
holders of options granted under the Plan and all persons eligible under the
provisions of the Plan to participate therein. No member of the Board shall be
liable for any action taken or for any determination made in good faith in the
administration, interpretation, construction or application of the Plan.


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SECTION 3.     GRANTING OF OPTIONS

3.1. The Board may, from time to time by resolution, designate full-time
employees, consultants, officers or directors of any of the Corporations to whom
options to purchase common shares of the capital of Primetech (the "Common
Shares") may be granted, the number of shares to be optioned to each of them and
the relevant vesting provisions and option term, provided that:

     (i)     the aggregate number of Common Shares to be issued under the
             Plan shall not exceed the number provided for in Section 4
             hereof;

     (ii)    the aggregate number of Common Shares reserved for issuance at
             any time to any one optionee shall not exceed 5% of the number
             of Common Shares outstanding on a non-diluted basis at such
             time, less the total of all shares reserved for issuance to
             such optionee pursuant to any other share compensation
             arrangement of Primetech;

     (iii)   the aggregate number of Common Shares which may be issued to
             any one insider of Primetech and such  insider's associates
             under the Plan or any other share compensation arrangement of
             Primetech, within any one-year period, is limited to five
             percent (5%) of the outstanding issue;

     (iv)    the aggregate number of Common Shares reserved for issuance at
             any time to insiders of Primetech under the Plan or any other
             share compensation arrangement of Primetech is limited to 10%
             of the outstanding issue; and

     (v)     the aggregate number of Common Shares which may be issued to
             insiders under the Plan or any other share compensation
             arrangement of Primetech, within any one-year period, is
             limited to 10% of the outstanding issue.

     For purposes of this paragraph 3.1: (i) the terms "insider" and "associate"
shall have the respective meanings ascribed thereto in Policy 1-1 of the
Montreal Exchange, governing the use of share compensation arrangements, and the
counterpart policy of The Toronto Stock Exchange set forth at Sections 626 and
following of the Toronto Stock Exchange Company Manual; (ii) the "outstanding
issue" means the aggregate number of Common Shares outstanding on a non-diluted
basis immediately prior to the share issuance in question, excluding any Common
Shares issued pursuant to the Plan and any Common Shares issuable pursuant to
any other share compensation arrangements of Primetech over the preceding
one-year period; and (iii) a "share compensation arrangement" means a stock
option, stock option plan, stock purchase plan or any other compensation or
incentive mechanism involving the issuance or potential issuance of shares to
one or more employees or directors, including a share purchase from treasury
which is financially assisted by Primetech by way of a loan, guarantee or
otherwise.

3.2. Options may only be granted by Primetech pursuant to resolutions of the
Board. No option shall be granted to any person who is not a full-time employee,
consultant, officer or director of one of the Corporations.

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3.3. Any option granted under the Plan shall be subject to the requirement that,
if at any time counsel to Primetech shall determine that the listing,
registration or qualification of the Common Shares subject to such option upon
any securities exchange or under any law or regulation of any jurisdiction, or
the consent or approval of any securities exchange or any governmental or
regulatory body, is necessary as a condition of, or in connection with, the
grant or exercise of such option or the issuance or purchase of Common Shares
hereunder, such option may not be accepted or exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained on conditions acceptable to the Board. Nothing herein
shall be deemed to require Primetech to apply for or to obtain such listing,
registration, qualification, consent or approval.


SECTION 4.     SHARES SUBJECT TO THE PLAN

4.1. The maximum number of Common Shares which may be issued under the Plan is
1,300,000, subject to adjustment pursuant to the provisions of Section 7. In
accordance with the foregoing, a total of 1,300,000 Common Shares (subject to
adjustment pursuant to the provisions of Section 7 hereof) shall be and they are
hereby set aside and reserved for allotment for the purpose of this Plan.

4.2. Common Shares in respect of which options are not exercised, due to the
expiration, termination or lapse of such options, shall be available for options
to be granted thereafter pursuant to the provisions of this Plan.


SECTION 5.     OPTION PRICE

5.1. The option price per share for Common Shares which are the subject of any
option shall be equal to the average of:

     5.1.1.  the reported closing price for the Common Shares on the Montreal
             Exchange on the last business day before the day on which the
             option is granted; and

     5.1.2.  the reported closing price for said shares on The Toronto Stock
             Exchange  on the last  business  day  before the day on which the
             option is granted;

provided, however, that if no sale is reported on either the Montreal Exchange
or The Toronto Stock Exchange on that day, the reported closing price on such
Exchange shall be deemed to be the weighted average trading price for such
shares for the five (5) days preceding the date of grant during which the shares
were traded on such Exchange.

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SECTION 6.     CONDITIONS GOVERNING OPTIONS

6.1. Each option shall be subject to the following conditions:

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     6.1.1.  Employment

             The granting of an option to a director, an officer, a
             full-time employee or a consultant shall not impose upon any
             of the Corporations any obligation to retain the optionee as a
             director, as an officer or as a full-time employee in its
             employ or to continue to use the services of such consultant.

     6.1.2.  Option Term

             The period  (not to exceed  ten (10)  years)  during  which an
             option is exercisable shall be determined by the Board, in its
             sole discretion, at the time of granting the particular option.

     6.1.3.  Exercise of Options

             Prior to its  expiration or earlier  termination in accordance
             with the Plan,  each option shall be  exercisable as to all or
             such part or parts of the optioned  shares and at such time or
             times as the Board,  at the time of  granting  the  particular
             option, may determine in its sole discretion.

     6.1.4.  Non-assignability of Option Rights

             Each option granted  hereunder is personal to the optionee and
             shall not be  assignable or transferable by the  optionee,
             whether voluntarily or by operation of law, except by will or
             by the laws of succession of the  domicile of the deceased
             optionee. No option  granted  hereunder shall be pledged,
             hypothecated, charged, transferred, assigned or otherwise
             encumbered or disposed of on pain of nullity.

     6.1.5.  Effect of Termination of Employment or Death

             6.1.5.1.   Under an optionee's employment or a consultant's
                        consultation  agreement with the Corporations being
                        terminated for cause or upon an optionee being
                        removed from office as a director or becoming
                        disqualified from being a director by law, any option
                        or the unexercised portion thereof granted to him
                        shall terminate forthwith.

             6.1.5.2.   Upon an optionee's employment with the Corporations
                        being terminated (except in the case of transfer from
                        one of the Corporations to another of such Corporations)
                        otherwise  than by  reason of death or termination for
                        cause, or upon an optionee ceasing to be a director
                        other than by reason of

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                        death, removal or disqualification by law, any option
                        or unexercised part thereof granted to such optionee
                        may be exercised by him for that number of shares
                        only which he was entitled to acquire under the
                        option pursuant to paragraph 6.1.3 at the time of
                        such termination or cessation. Such option shall only
                        be exercisable within ninety (90) days after such
                        termination or cessation or prior to the expiration
                        of the term of the option, whichever occurs earlier.

             6.1.5.3.   If an optionee dies while employed by the Corporations
                        or while serving as a director of the Corporations,
                        any option or unexercised part thereof granted  to such
                        optionee may be  exercised by the person to whom the
                        option is  transferred  by will or the laws of descent
                        and  distribution for that number of shares only which
                        he was entitled to acquire under the option pursuant to
                        paragraph 6.1.3 at the time of his death. Such option
                        shall  only be  exercisable within one  hundred  and
                        eighty  (180) days after the optionee's  death or prior
                        to the  expiration  of the term of the option,
                        whichever occurs earlier.

     6.1.6.  Rights as a Shareholder

             The optionee (or his personal representatives or legatees)
             shall have no rights whatsoever as a shareholder in respect of
             any shares covered by his option until the date of issuance of
             a share certificate to him (or his personal representatives or
             legatees) for such  shares. Without in any way limiting the
             generality of the foregoing, 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.

     6.1.7.  Method of Exercise

             Subject to the provisions of the Plan, an option granted under
             the Plan shall be exercisable (from time to time as provided
             in paragraph 6.1.3 hereinabove) by the optionee (or  his
             personal representatives or legatees) giving notice in writing
             to Primetech at its registered office, addressed to its
             President, which notice shall specify the number of Common
             Shares in respect of which the option is being  exercised and
             shall be accompanied by full payment, by cash or certified
             cheque, of the purchase price for the number of shares
             specified therein. Upon such exercise of the option, Primetech
             shall forthwith cause the transfer agent and registrar of
             Primetech to deliver to the optionee (or his personal
             representatives or legatees) a certificate in the name of the
             optionee (or his personal representatives or legatees)
             representing  in the aggregate such number of shares as the
             optionee (or his personal representatives or legatees) shall
             have then paid for and as are specified in such written notice
             of exercise of option. If required by the Board by
             notification to the optionee at the time of granting of the
             option, it shall be a condition of such exercise that the
             optionee shall represent that he is purchasing the Common
             Shares in respect of which the option is being exercised for
             investment only and not with a view to resale or distribution.

6.2. Options shall be evidenced by a share option agreement or certificate in
such form not inconsistent with the Plan as the Board may from time to time
determine, provided that the substance of Section 6.1 be included therein.

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SECTION 7.     ADJUSTMENT TO SHARES SUBJECT TO THE OPTION

7.1. In the event of any subdivision of the Common Shares into a greater number
of Common Shares at any time after the grant of an option to any optionee and
prior to the expiration of the term of such option, Primetech shall deliver to
such optionee at the time of any subsequent exercise of his option in accordance
with the terms hereof in lieu of the number of Common Shares to which he was
theretofore entitled upon such exercise, but for the same aggregate
consideration payable therefor, such number of Common Shares as such optionee
would have held as a result of such subdivision if on the record date thereof
the optionee had been the registered holder of the number of Common Shares to
which he was theretofore entitled upon such exercise.

7.2. In the event of any consolidation of the Common Shares into a lesser number
of Common Shares at any time after the grant of an option to any optionee and
prior to the expiration of the term of such option, Primetech shall deliver to
such optionee at the time of any subsequent exercise of his option in accordance
with the terms hereof in lieu of the number of Common Shares to which he was
theretofore entitled upon such exercise, but for the same aggregate
consideration payable therefor, such number of Common Shares as such optionee
would have held as a result of such consolidation if on the record date thereof
the optionee had been the registered holder of the number of Common Shares to
which he was theretofore entitled upon such exercise.

7.3. If at any time after the grant of an option to any optionee and prior to
the expiration of the term of such option, the Common Shares shall be
reclassified, reorganized or otherwise changed, otherwise than as specified in
paragraphs 7.1 and 7.2 or, subject to the provisions of paragraph 8.2.1 hereof,
Primetech shall consolidate, merge or amalgamate with or into another
corporation (the corporation resulting or continuing from such consolidation,
merger or amalgamation being herein called the "Successor Corporation"), the
optionee shall be entitled to receive upon the subsequent exercise of his option
in accordance with the terms hereof and shall accept in lieu of the number of
Common Shares then subscribed for but for the same aggregate consideration
payable therefor, the aggregate number of shares in the appropriate class and/or
other securities of Primetech or the Successor Corporation (as the case may be)
and/or other consideration from Primetech or the Successor Corporation (as the
case may be) that the optionee would have been entitled to receive as a result
of such reclassification, reorganization or other change of shares or, subject
to the provisions of paragraph 8.2.1 hereof, as a result of such consolidation,
merger or amalgamation, if on the record date of such reclassification,
reorganization or other change of shares or the effective date of such
consolidation, merger or amalgamation, as the case may be, he had been the
registered holder of the number of Common Shares to which he was immediately
theretofore entitled upon such exercise.

SECTION 8.        AMENDMENT OR DISCONTINUANCE OF THE PLAN

8.1. The Board may,  subject to regulatory  approval,  amend or discontinue  the
Plan at any time, provided,  however,  that no such amendment may materially and
adversely affect any option rights  previously  granted to an optionee under the
Plan without the consent of the optionee,  except to the extent  required by law
or by the regulations, rules, by-laws or policies of any regulatory authority or
stock exchange.

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8.2. Notwithstanding anything contained to the contrary in the Plan or in any
resolution of the Board in implementation thereof:

     8.2.1.  in the event Primetech proposes to amalgamate, merge or
             consolidate with or into any other corporation (other than with a
             wholly-owned subsidiary of Primetech) or to liquidate, dissolve or
             wind-up, or in the event an offer to purchase the Common Shares of
             Primetech or any part thereof shall be made to all holders of
             Common Shares of Primetech, Primetech shall have the right, upon
             written notice thereof to each optionee holding options under the
             Plan, to permit the exercise of all such options within the
             thirty (30) day period next following the date of such notice and
             to determine that upon the expiration of such thirty (30) day
             period, all rights of optionees to such options or to exercise
             same (to the extent not theretofore exercised) shall ipso facto
             terminate and cease to have further force or effect whatsoever;

     8.2.2.  the Board may, by resolution, advance the date on which any
             option may be exercised or, subject to applicable regulatory
             provisions, extend the expiration date of any option, in the
             manner to be set forth in such resolution provided that the
             period during which an option is exercisable does not exceed
             ten (10) years from the date the option is granted. The Board
             shall not, in the event of any such advancement or extension,
             be under any obligation to advance or extend the date on or by
             which any option may be exercised by any other optionee; and

     8.2.3.  the Board may, by resolution, but subject to applicable
             regulatory provisions, decide that any of the provisions
             hereof concerning the effect of termination of the optionee's
             employment or consulting agreement or cessation of the optionee's
             directorship, shall not apply for any reason acceptable to
             the Board.


SECTION 9.     GOVERNING LAWS

9.1. This Plan and all matters to which reference is made herein shall be
governed by and interpreted in accordance with the laws of the Province of
Quebec and the laws of Canada applicable herein.


SECTION 10.    INCENTIVE STOCK OPTIONS UNDER U.S. INTERNAL REVENUE CODE

10.1. Subject to Section 10.3.3 of this Plan, any option granted under this Plan
to an optionee who is a citizen or resident of the United States (including its
territories, possessions and all areas subject to its jurisdiction) and who, at
the time of grant, is an officer, employee, or director of the Corporations
(provided, for purposes of this section 10 only, an optionee who is a director
is then also an officer or key employee of the Corporations) (a "U.S. Optionee")
shall be an "incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, of the United States (the "Code").

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10.2. No provision of this Plan, as it may be applied to a U.S. Optionee, shall
be construed so as to be inconsistent with any provision of Section 422 of the
Code.

10.3. Notwithstanding anything in this Plan contained to the contrary, the
following provisions shall apply to each U.S. Optionee:

     10.3.1. any director of Primetech who is a U.S. Optionee shall be
             ineligible to vote uponthe granting of such option;

     10.3.2. any option granted under this Plan to a U.S. Optionee shall be an
             incentive stock option within the meaning of Section 422 of the
             Code provided that the aggregate fair market value (determined as
             of the time the option is granted) of the Common Shares with
             respect to which options are exercisable for the first time by
             such U.S. Optionee during any calendar year under this Plan and
             all other incentive stock option plans, within the meaning of
             Section 422 of the Code, of any of the Corporations does not
             exceed One Hundred Thousand Dollars in U.S. funds (US $100,000);

     10.3.3. to the extent that the aggregate fair market value (determined as
             of the time the option is granted) of the Common Shares with
             respect to which incentive stock options (determined without
             reference to this subsection) are exercisable for the first
             time by such U.S. Optionee during any calendar year under this
             Plan and all other incentive stock option plans, within the
             meaning of Section 422 of the Code, of any of the Corporations
             exceeds One Hundred Thousand Dollars in U.S. funds (US $100,000),
             such options will be treated as nonqualified stock options (i.e.,
             options which fail to qualify as incentive stock options within
             the meaning of Section 422 of the Code) in accordance with
             Section 422(d) of the Code;

     10.3.4. the purchase price for Common Shares under each option granted
             to a U.S. Optionee pursuant to this Plan shall be not less than
             the "market price" (within the meaning of Section 5.1 of the Plan)
             of such  Common  Shares at the time the option is granted;

     10.3.5. if any U.S. Optionee to whom an option is to be granted under this
             Plan is at the time of the grant of such option the owner of shares
             possessing more than ten percent (10%) of the  total combined
             voting  power of all classes of shares of Primetech, then the
             following  special provisions shall be applicable to the option
             granted to such individual:

             10.3.5.1.  the purchase price per Common Share of Primetech
                        subject to such option  shall not be less than
                        one hundred ten percent (110%) of the "market  price"
                        (within the meaning of Section 5.1 of the Plan) of one
                        Common Share of Primetech at the time of grant, and

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             10.3.5.2.  for the purpose of this Section 10 only, the exercise
                        period shall not exceed five (5) years from the date
                        of grant;

     10.3.6. no option may be granted hereunder to a U.S. Optionee following
             the expiry of ten (10) years after the date on which this Plan is
             adopted  by the Board or the date this Plan is approved by the
             shareholder of Primetech,  whichever is earlier; and

     10.3.7. no option granted to a U.S. Optionee under this Plan shall become
             exercisable  unless  and until  this Plan shall have been approved
             by the shareholders of Primetech.


SECTION 11.     EFFECTIVE DATE OF PLAN

11.1. The Plan was adopted by the Board on the 29th day of June, 1998. Should
any changes to the Plan be required by any securities commission or other
governmental body of any province of Canada to which the Plan has been submitted
or by any stock exchange on which the Common Shares may from time to time be
listed, such changes shall be made to the Plan as are necessary to conform with
such requests and, if such changes are approved by the Board, the Plan, as
amended, shall remain in full force and effect in its amended form as of and
from June 29, 1998.


                                              By order of the Board of Directors

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