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                                                                     Exhibit 4.3

                     MDU COMMUNICATIONS INTERNATIONAL, INC.

              THE 2000 INCENTIVE STOCK OPTION PLAN (ISO & NON-ISO)

1.   INTERPRETATION

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

          (a)  "AFFILIATE" means a Parent Corporation or a Subsidiary
     Corporation of a corporation;

          (b)  "ASSOCIATE" means, where used to indicate a relationship with any
     Person,

               (i)    any relative of that Person,

               (ii)   any person of the opposite sex to whom that Person is
          married or with whom that Person is living in a conjugal relationship
          outside marriage,

               (iii)  any relative of a Person mentioned in clause (ii) who has
          the same home as that Person,

               (iv)   any partner of that Person,

               (v)    any trust or estate in which such Person has a substantial
          beneficial interest or as to which such Person serves as trustee or in
          a similar capacity, or

               (vi)   any corporation of which such Person beneficially owns,
          directly or indirectly, voting securities carrying more than ten
          percent of the voting rights attached to all outstanding voting
          securities of the corporation;

          (c)  "BENEFICIAL OWNER" of a security includes any Person who,
     directly or indirectly, through any contract, arrangement, understanding,
     relationship or otherwise has voting power over the security or the power
     to dispose or direct the disposition of the security, and any Person who
     uses a trust or other arrangement with the purpose or effect of divesting
     such Person of beneficial ownership as part of a plan to evade the
     reporting requirements of section 13 of the Exchange Act shall be deemed to
     be the Beneficial Owner of the security;

          (d)  "BOARD" means the Board of Directors of the Company;


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

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

          (g)  "COMPANY" means MDU Communications International, Inc. and its
     Affiliates;

          (h)  "DATE OF GRANT" means the date on which a grant of an Option is
     effective;

          (i)  "DIRECT OR INDIRECT OWNERSHIP" of securities by a Person is
     calculated in accordance with the following rules:

               (i)  the Person shall be deemed to own stock owned, directly or
          indirectly, by or for his brothers and sisters (including
          half-brothers and half-sisters), spouse, ancestors and lineal
          descendants, and

               (ii) stock owned, directly or indirectly, by or for a
          corporation, partnership, estate or trust, shall be deemed to be owned
          proportionately by or for its shareholders, partners or beneficiaries;

          (j)  "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;

          (k)  "DISINTERESTED PERSON" means a director who qualifies as a
     "Disinterested Person" as defined in subclause 240.16b-3(c)(2)(i) of Title
     17 of the Code of Federal Regulations of the United States; meaning a
     director who has not been granted or awarded equity securities pursuant to
     the Plan or any other plan of the Company for one year prior to the
     initiation of his service as an administrator of the Plan, other than
     securities received pursuant to an annual retainer fee;

          (l)  "DISPOSITION" includes a sale, exchange, gift, or transfer of
     legal title, but does not include a pledge, hypothecation, transfer from a
     descendent to an estate, transfer by bequest or inheritance, or the other
     excepted circumstances referred to in section 424(c) of the Code;

          (m)  "DOMESTIC RELATIONS SUCCESSOR" means a person entitled to receive
     transfer of ownership of an Option pursuant to a Qualified Domestic
     Relations Order;

          (n)  "EFFECTIVE DATE" means the effective date of this Plan, which is
     January 31, 2000;

          (o)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
     amended;


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          (p)  "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 Shares, as may be determined for such purpose
          by the Committee, provided that if the Shares are listed for trading
          on The Toronto Stock Exchange, the closing price of the Shares on The
          Toronto Stock Exchange shall be used, 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;

          (q)  "GUARDIAN" means the guardian, if any, appointed for an Optionee;

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

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

          (t)  "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;

          (u)  "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
     favorable tax treatment under the Code;

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


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

          (x)  "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;

          (y)  "OPTION PRICE" means the price at which an Option is exercisable
     to purchase Shares;

          (z)  "OPTIONEE" means a person to whom an Option has been granted;

          (aa) "PARENT CORPORATION" means any corporation in an unbroken chain
     of corporations ending with the Company if, at the Date of Grant, each
     corporation other than the Company owns stock possessing 50 percent or more
     of the total combined voting power of all classes of stock in one of the
     other corporations in such chain;

          (bb) "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;

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

          (dd) "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;

          (ee) "QUALIFIED SUCCESSOR" means a person who is:

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

               (ii) a Domestic Relations Successor of an Optionee;

          (ff) "SHARES" means the voting common stock with par value of $0.001
     per share in the capital of the Company;

          (gg) "SUBSIDIARY CORPORATION" means any corporation in an unbroken
     chain of corporations beginning with the Company if, at the Date of Grant,
     each of the corporations other than the last corporation owns stock
     possessing 50 percent or more of the total combined voting power of all
     classes of stock in one of the other corporations in such chain;


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          (hh) "TERM" means the period of time during which an Option is
     exercisable,

          (ii) "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 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,

               (iv)  the occurrence of an event whereby any Person or entity
          becomes the Beneficial Owner of Shares representing 50% or more of the
          combined voting power of the voting securities of the Company, or

               (v)   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 stock 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 them an opportunity to share in any increase in value of the Shares
resulting from their efforts.


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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.

     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. Members of the Committee who are not
Disinterested Persons may vote on any matters affecting the administration of
the Plan or the grant of Options pursuant to the Plan, except that no such
member shall act upon the granting of an Option to himself (but any such member
may be counted in determining the existence of a quorum at any meeting of the
Committee during which action is taken with respect to the granting of Options
to him).

     3.4  ADMINISTRATION OF PLAN UPON REGISTRATION OF EQUITY SECURITIES -
Notwithstanding the foregoing provisions of this Section 3, if the Company
registers any class of any equity security pursuant to section 12 of the
Exchange Act the Plan shall, from the effective date of such registration until
six months after the termination of such registration, be administered as
follows:

          (a)  the Plan shall be administered by the Board so long as each
     member of the Board is a Disinterested Person; and,

          (b)  if at any time not all members of the Board are Disinterested
     Persons, then the Board shall appoint a Committee consisting of two or more
     of its members, all of whom are Disinterested Persons, 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 (all of whom shall be Disinterested Persons),
     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 so long as all
     members of the Board are Disinterested Persons. At no time shall a person
     who is not a Disinterested Person serve on the Committee appointed under
     this Section 3.4(b), nor shall such Committee at any time consist of less
     than two members of the Board.


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     3.5  POWERS OF COMMITTEE - Any Committee appointed under Section 3.2 or
3.4(b) above shall have the authority to do the following:

          (a)  administer the Plan in accordance with its express 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 purposes 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
          to be entered into with any Optionee (which need not be identical with
          the terms of any other Option Agreement),

               (iv)  amend the terms and provisions of Option Agreements,
          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.


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     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 on which the
Company is 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, including directors or officers of the Company who are employees of the
Company. An Optionee who is not an employee of the 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.

     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 where the Optionee resides.

     4.4  LIMIT ON MAXIMUM GRANT TO ANY OPTIONEE - Notwithstanding anything in
this Plan to the contrary, no officer or employee of the Company shall receive
Options exercisable for more than 1,000,000 Shares over any three-year period.

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 3,150,000 Shares, subject to regulatory
approval, to be made available from authorized, but unissued or reacquired,
Shares. In calculating the foregoing 3,150,000 Shares, the Committee shall
include all Shares subject to options outstanding prior to the Effective Date of
the Plan. The foregoing number of Shares shall be adjusted, where necessary, to
take account of the events referred to in Section 11 hereof.

     5.2  DECREASE IN NUMBER OF SHARES SUBJECT TO PLAN - Upon exercise of an
Option, the number of Shares thereafter available under the Plan and under the
Option shall decrease 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.


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     5.4  RESERVATION OF SHARES - The Company will at all times reserve 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;

          (c)  the Date of Grant;

          (d)  the Term, provided that:

               (i)  the Term shall in no event be more 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 has Direct or Indirect Ownership of more than 10% of the
          total combined voting power of all classes of stock of the Company,
          the Term of the Option shall not exceed five years;

          (e)  the Option Price, provided that,

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

               (ii) if an ISO Option is granted to an Optionee who on the Date
          of Grant has Direct or Indirect Ownership of more than 10% of the
          total combined voting power of all classes of stock of the 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; and

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

     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 a Disposition of any Shares issued upon
exercise of an Option


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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.

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 ISOs which have been granted to an Optionee
     under this Plan and which are exercisable for the first time during a
     calendar year, and

          (b)  Shares underlying incentive stock options which have been granted
     to such Optionee under any other plan of the Company and which are
     exercisable for the first time during that calendar year,

exceeds $100,000 (U.S.), as such amount may be adjusted from time to time under
Section 422(d) of the Code, and 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 who, at the Date of
Grant, owns securities of the Company representing more than 10% of the total
combined voting power of all classes of stock of the 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 above, an
Optionee may exercise an Option by giving written notice thereof to the Company
at its principal place of business or as otherwise indicated by the Company in
writing.

     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 (US funds) in cash or by check;

          (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;


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          (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 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
Sections 8.2(a) to 8.2(c) above.

     8.3  ISSUANCE OF STOCK CERTIFICATE - As soon as practicable after exercise
of an Option in accordance with Sections 8.1 and 8.2 above, the Company shall
issue a stock certificate evidencing the Shares with respect to which the Option
has been exercised. Until the issuance of such stock certificate, 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 stock certificate is issued, except as provided in
Section 11 below.

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 the position of an Optionee as a director of the
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.

     9.3  DISABILITY OF OPTIONEE - If the employment of an Optionee as an
employee or consultant of the Company, or the position of an Optionee as a
director of the Company, is terminated by the 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 employment shall be
exercisable by such Optionee, or by his Guardian, for a period of one year
following the termination of employment of such Optionee.

     9.4  DISABILITY AND DEATH OF OPTIONEE - If an Optionee who has ceased to be
employed by the 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.

     9.5  QUALIFIED DOMESTIC RELATIONS ORDER - In the event that a Qualified
Domestic Relations Order mandates the transfer of any Option that could have
been exercised immediately prior to the issuance of such order, such Option
shall pass to the Domestic Relations Successor, and shall be exercisable by such
person or persons in accordance with the terms of the applicable Option
Agreement.

     9.6  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.

     9.7  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.

     9.8  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 re- employment with the Company is guaranteed
either by statute or by contract. If the period of such leave exceeds 90 days
and the Optionee's re-employment 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 is terminated for just cause, the date of such
     termination for just cause;

          (c)  where the Optionee's position as an employee, consultant or
     director of the 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 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.

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 each holder of any 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 stock 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 therefore, 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, 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.


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     11.5 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.

     11.6 DETERMINATIONS TO BE MADE BY COMMITTEE - Adjustments and
determinations under this Section 11 shall be made by the Committee, whose
decisions as to what adjustments or determination shall be made, and the extent
thereof, shall be final, binding, and conclusive.

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, after ten years has passed 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 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.

     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.


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<PAGE>

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 at the time of such
conversion. Such actions include, but shall not be limited to, extending the
exercise period of such ISOs. 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.

14.  CONDITIONS PRECEDENT TO ISSUANCE OF SHARES

     14.1 COMPLIANCE WITH SECURITIES LAWS - Shares shall not be issued pursuant
to the exercise of any Option unless the exercise of such Option and the
issuance and delivery of such Shares comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, any applicable state or provincial securities law, 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.


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<PAGE>

16.  NOTICES

     16.1 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.

     17.2 NO OBLIGATION TO RETAIN OPTIONEE - Nothing contained in this Plan
shall obligate the 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 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.

18.  SHAREHOLDER APPROVAL TO PLAN

     18.1 SHAREHOLDER APPROVAL TO PLAN - This Plan must be approved by a
majority of the votes cast at a meeting of the shareholders of the Company,
other than votes attaching to securities beneficially owned by:

          (a)  insiders of the Company, meaning directors, officers and greater
     than 10 percent shareholders; and

          (b)  Associates of persons referred to in (a).

19.  EFFECTIVE DATE OF PLAN

     19.1 EFFECTIVE DATE OF PLAN - This Plan was adopted by the Board of
Directors on January 31, 2000 and will be submitted to the shareholders of the
Company for approval at the


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<PAGE>

next annual or extra-ordinary general meeting of the shareholders of the
Company. The Effective Date of the Plan is January 31, 2000, provided that any
Options granted pursuant to the Plan prior to the date on which shareholder
approval to the Plan is given may not be exercised until the Plan and any such
Options receive shareholder approval.














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