STORAGE @CCESS TECHNOLOGIES INC.
                      SHARE INCENTIVE PLAN



<PAGE>    Exhibit 10.4




                STORAGE @CCESS TECHNOLOGIES INC.
                      SHARE INCENTIVE PLAN



Section 1  Purposes.

     The  purposes of this Share Incentive Plan, as amended  from
time  to  time  (this  "Plan"), are  to  encourage  selected  key
employees, directors and consultants of the Corporation  and  its
Affiliates  to acquire a proprietary and vested interest  in  the
growth  and  performance  of  the  Corporation,  to  generate  an
increased  incentive  to contribute to the  Corporation's  future
success  and  prosperity,  thus  enhancing  the  value   of   the
Corporation  for the benefit of share owners, and to enhance  the
ability  of  the  Corporation and its Affiliates to  attract  and
retain individuals of exceptional managerial talent upon whom, in
large  measure, the sustained progress, growth and  profitability
of the Corporation depends.

Section 2  Definitions.

     As  used  in this Plan, the following terms shall  have  the
meanings set forth below:

     "Affiliate"  shall mean (i) any corporation which  qualifies
     as  a  subsidiary of a corporation under the  definition  of
     "subsidiary corporation" contained in Section 424(f) of  the
     Code,  (ii)  any  entity that, directly  or  indirectly,  is
     controlled by the Corporation or (iii) any entity  in  which
     the Corporation has a significant equity interest, in either
     case as determined by the Committee.

     "Award" shall mean any Option.

     "Award  Notice"  shall mean any written  notice,  agreement,
     contract,  or  other instrument or document  evidencing  any
     Award and covering the specific
     terms and conditions of such Award.

     "Board"   shall   mean  the  Board  of  Directors   of   the
     Corporation.

     "Change  of Control" shall be deemed to have taken place  if
     (i) the shareholders of the Corporation approve a definitive
     agreement  for (x) the merger or other business  combination
     of  the  Corporation  with or into  another  corporation  or
     entity pursuant to which the shareholders of the Corporation
     do not own, immediately after the transaction, more than 50%
     of  the  voting  power  of the corporation  or  entity  that
     survives  the  merger or business combination,  or  (y)  the
     sale,  exchange or other disposition of all or substantially
     all  of  the  assets of the Corporation,  (ii)  any  person,
     entity,   or   affiliated   group,   other   than   existing
     shareholders,  option  holders, or warrant  holders  of  the
     Corporation  and  their  respective affiliates  and  related
     parties, acquirie or otherwise become entitled to vote  more
     than  50%  of  the  voting  power  of  the  Shares  of   the



<PAGE>    Exhibit 10.4


                              -3-


     Corporation in a single transaction or in related series  of
     transactions; or (iii) during any period of two  consecutive
     years,  individuals  who  at the beginning  of  such  period
     constitute  the Board cease for any reason to constitute  at
     least  a  majority  thereof,  unless  the  election  or  the
     nomination for election by the Corporation's shareholders of
     each  new Director was approved by a vote of at least three-
     quarters  of  the  Directors then still in office  who  were
     Directors at the beginning of the period.

     "Code"  shall  mean the Internal Revenue Code  of  1986,  as
     amended from time to time.

     "Committee"  shall mean a committee consisting  entirely  of
     two  or  more  non-Employee  directors,  who  are  empowered
     hereunder  to take all action required in the administration
     of  the  Plan  and  the grant and administration  of  Awards
     hereunder.

     "Corporation" shall mean Storage @ccess Technologies Inc., a
     Yukon corporation.

     "Consultant" shall mean an individual (or a company  wholly-
     owned by individuals) who:

     (a)  provides ongoing consulting services to the Corporation or
          an Affiliate thereof under a written contract;

     (b)  possesses technical, business or management expertise of
          value to the Corporation or an Affiliate thereof;

     (c)  spends a significant amount of time and attention on the
          business and affairs of the Corporation or an Affiliate thereof;
          and

     (d)  has a relationship with the Corporation or an Affiliate
          thereof that enables the individual to be knowledgeable about the
          business and affairs of the Corporation.

     "Directors" shall mean the members of the Board of Directors
     of the Corporation.

     "Disability" shall mean a Participant's permanent disability
     within the meaning of Section 22(e)(3) of the Code.

     "Discounted  Market  Price"  shall  mean,  with  respect  to
     Shares,  the  Market Price less a discount which  shall  not
     exceed  the  amount set forth below, subject  to  a  minimum
     price  of  $0.10; if the Market Price is $0.50 or less,  the
     discount is 25%; if the Market Price is from $0.51 to $2.00,



<PAGE>    Exhibit 10.4


                              -4-


     the discount is 20%; and if the Market Price is greater than
     $2.00, the discount is 15%.

     "Employee" shall mean any employee of the Corporation or  of
     any Affiliate.

     "Exchange" shall mean the Canadian Venture Exchange or  such
     other stock exchange upon which the Corporation's shares are
     traded and the Corporation is listed.

     "Incentive Stock Option" shall mean an option granted  under
     Section  6(1)  of  this Plan that is intended  to  meet  the
     requirements  of  Section 422 of the Code or  any  successor
     provision thereto.

     "Investor Relations Activities" shall mean any activities or
     oral  or  written  communications, by or on  behalf  of  the
     Corporation or shareholder of the Corporation, that  promote
     or  reasonably could be expected to promote the purchase  or
     sale of securities of the Corporation, but does not include:

     (a)  the  dissemination of information provided, or  records
          prepared, in the ordinary course of business of the Corporation

          (i)  to promote the sale of products or services of the
               Corporation, or

          (ii) to raise public awareness of the Corporation,

          that  cannot  reasonably be considered to  promote  the
          purchase or sale of securities of the Corporation;

     (b)  activities or communications necessary to comply with the
          requirements of

          (i)  applicable securities laws,

          (ii) exchange requirements or the by-laws, rules or other
               regulatory instruments of any other self regulatory body or
               exchange having jurisdiction over the Corporation;

     (c)  communications  by a publisher of,  or  writer  for,  a
          newspaper, magazine or business or financial publication, that is
          of general and regular paid circulation, distributed only to
          subscribers to it for value or to purchasers of it, if

          (i)  the communication is only through the newspaper, magazine or
               publication, and



<PAGE>    Exhibit 10.4


                              -5-


          (ii) the publisher or writer receives no commission or other
               consideration other than for acting in the capacity of publisher
               or writer; or

     (d)  activities or communications that may be otherwise specified
          by the Exchange.

     "Key  Management  Employee" shall mean senior  officers  and
     Management   Company   Employees  of  the   Corporation   or
     directors, senior officers and Management Company  Employees
     of  the  Corporation's Affiliates to  whom  Options  may  be
     granted   in  reliance  on  a  prospectus  exemption   under
     applicable securities laws.

     "Management  Company  Employee"  shall  mean  an  individual
     employed  by  a  company or individual providing  management
     services  to  the  Corporation, which are required  for  the
     ongoing  successful operation of the business enterprise  of
     the  Corporation, but excluding a person or company  engaged
     in Investor Relations Activities.

     "Market Price", subject to the exceptions noted below, means
     the  closing price of the Shares on the Exchange on the  day
     on  which  such value is to be determined or, if  no  shares
     were  traded on such day, on the next preceding day on which
     the  shares were traded.  If at any time the Shares are  not
     traded  on  the Exchange or in the over-the-counter  market,
     Market  Price  shall  be  determined  by  the  Directors  or
     Committee  administering the Plan, taking into consideration
     those factors affecting or reflecting value which they  deem
     appropriate.   Notwithstanding the foregoing, the  following
     adjustments  shall be made to Market Price in the  following
     circumstances:

     (a)  "Consolidation Exception" The Market Price is to be adjusted
          for any share consolidation or split.  If the notice of the
          transaction is within 10 days following a consolidation of the
          Corporation's share capital, the minimum price per Share will be
          the greater of the Market Price, adjusted for any share
          consolidation or split, or $0.10;

     (b)  "Material Change Exception" If the Corporation announces a
          material change in the affairs of the Corporation after providing
          notice of the transaction and if the Exchange determines that a
          party to the transaction was probably aware of that pending
          material change, then the Market Price will be at least equal to
          the closing price of the Shares on the trading day after the day
          on which that material change was announced;



<PAGE>    Exhibit 10.4


                               -3-


     (c)  "Price Interference Exception" If the Exchange determines
          that the closing price is not a fair reflection of the market for
          the Shares and the Shares appear to have been high-closed or low-
          closed, then the Exchange will determine the Market Price to be
          used;

     (d)  "Suspension Exception" If the Corporation is suspended from
          trading or has, for any reason, not traded for an extended period
          of time, the Exchange may determine the deemed Market Price to be
          used; and

     (e)  "Minimum Price Exception" The Exchange will not generally
          permit the Shares to be issued from treasury at a price of less
          than $0.10 nor will the Exchange generally permit any securities
          convertible into Shares to be issued with an effective conversion
          price of less than $0.10 per Share.

     "Non-Qualified  Stock Option" shall mean an  option  granted
     under  Section 6(1) of this Plan that is not intended to  be
     an Incentive Stock Option.

     "Option"  shall  mean an Incentive Stock Option  or  a  Non-
     Qualified Stock Option.

     "Participant"  shall mean any Service Provider  selected  by
     the Committee to receive an Award under this Plan.

     "Plan"  shall  mean the Share Incentive Plan  as  set  forth
     herein.

     "Retirement"  shall  mean  a  Participant's  termination  of
     employment  with,  or the termination of  the  provision  of
     services  for, the Corporation or any Affiliate at or  after
     age   65  (or  such  earlier  age  as  the  Committee  shall
     determine)  or  in  any  other  manner  determined  by   the
     Committee to constitute retirement.

     "SEC" shall mean the Securities and Exchange Commission,  or
     any successor thereto and shall include the staff thereof.

     "Service   Provider"  shall  mean  an  Employee,   Director,
     Management Company Employee or Consultant of the Corporation
     or an Affiliate.

     "Stock  Option  Plan"  shall  mean  the  Stock  Option  Plan
     established in Section 6 hereof.

     "Shares" shall mean the common shares of the Corporation  as
     constituted on the date hereof, or, following an  adjustment
     under  Section  4(3) of this Plan, such other securities  or
     property as may become subject to Awards in substitution for
     such common shares pursuant to such adjustment.




<PAGE>    Exhibit 10.4


                              -7-


Section 3  Administration.

(1)  Authority of Committee.  This Plan shall be administered  by
     the Committee.  Subject to the terms of this Plan and applicable
     law, and in addition to other express powers and authorizations
     conferred on the Committee by this Plan, the Committee shall have
     full power and authority to: (i) designate Participants; (ii)
     determine the type or types of Awards to be granted to eligible
     Participants; (iii) determine the number of Shares to be covered
     by, or with respect to which payments, rights, or other matters
     are to be calculated in connection with, Awards; (iv) determine
     the terms and conditions of any Award; (v) determine whether, to
     what extent, and under what circumstances Awards may be settled
     or exercised in cash, Shares, other securities, other Awards or
     other property, or cancelled, forfeited, or suspended and the
     method or methods by which Awards may be settled, exercised,
     cancelled, forfeited, or suspended; (vi) determine whether, to
     what extent, and under what circumstances cash, Shares, other
     securities, other Awards, other property, and other  amounts
     payable  with  respect to an Award shall be deferred  either
     automatically or at the election of the holder thereof or of the
     Committee; (vii) interpret and administer this Plan and  any
     instrument or agreement relating to this Plan or  any  Award
     hereunder; (viii)  correct errors, omissions or inconsistencies
     in this Plan or in any Award Notice, or any other instrument
     relating  to an Award under this Plan, and (subject  to  the
     provisions of Section 9) to amend the terms and conditions of any
     outstanding Award to the extent such terms and conditions are
     within the discretion of the Committee as provided in this Plan;
     (ix)  establish,  amend, suspend, or waive  such  rules  and
     regulations and appoint such agents as it shall deem appropriate
     for the proper administration of this Plan; and (x) make any
     other determination and take any other action that the Committee
     deems necessary or desirable for the administration of this Plan.
     To the extent necessary or appropriate, the Committee may adopt
     sub-plans consistent with this Plan to conform to applicable
     state or foreign securities or tax laws.  A majority of  the
     members of the Committee may determine its actions and fix the
     time and place of its meetings.

(2)  Determinations Under This Plan.  Unless otherwise  expressly
     provided  in  this  Plan, all designations,  determinations,
     interpretations, and other decisions under or with respect to
     this Plan or any Award shall be within the sole discretion of the
     Committee,  may  be  made at any time and  shall  be  final,
     conclusive,  and  binding upon all  persons,  including  the
     Corporation, any Affiliate, any Participant, any  holder  or
     beneficiary of any Award, and any shareholder of the Corporation.

(3)  Liability of Committee.  No member of the Committee shall be
     liable, in the absence of bad faith, for any act or omission with
     respect to his or her services on the Committee. Service on the



<PAGE>    Exhibit 10.4


                              -8-


     Committee shall constitute service as a director of the
     Corporation (solely for purposes of the provisions of this
     Section 3(3)) so that members of the Committee shall be entitled
     to indemnification, limitation of liability and reimbursement as
     directors with respect to their services as members of the
     Committee.

(4)  Delegation of Certain Responsibilities.  The Committee  may,
     in its sole discretion, delegate to appropriate officers of the
     Corporation the administration of this Plan; provided, however,
     that no such delegation by the Committee shall be made (i) if
     such delegation would not be permitted under applicable law or
     (ii)  with respect to the administration of this Plan as  it
     affects executive officers or directors of the Corporation, and
     provided  further  that the Committee may not  delegate  its
     authority to correct errors, omissions or inconsistencies in this
     Plan.  Subject  to the above limitations, the Committee  may
     delegate to the President or Chief Executive Officer of  the
     Corporation its authority under this Section 3 to grant Awards to
     employees who are not Key Management Employees  or directors of
     the Corporation. All authority delegated by the Committee under
     this Section 3(4) shall be exercised in accordance with  the
     provisions of this Plan and any guidelines for, conditions on, or
     limitations to the exercise of such authority that may from time
     to time be established by the Committee.

(5)  Award  Notices.   Each  Award  under  this  Plan  shall   be
     evidenced by an Award Notice that shall be signed by an officer
     of the Corporation, and shall contain such terms and conditions
     as may be approved by the Committee, which need not be the same
     in all cases.  Any Award Notice may be supplemented or amended in
     writing from time to time as approved by the Committee, provided
     that the terms of such agreements as amended or supplemented, as
     well  as  the  terms of the original Award Notice,  are  not
     inconsistent with the provisions of this Plan.  Nothing contained
     in this Plan or any resolutions adopted or to be adopted by the
     Board or by the shareholders of the Corporation shall constitute
     the granting of an Award under this Plan.  A Service Provider who
     receives an Award under this Plan shall not, with respect to such
     Award, be deemed to have become a Participant, or to have any
     rights with respect to such Award, unless and until such Service
     Provider  has  been provided with an Award Notice  or  other
     instrument evidencing the Award and has otherwise complied with
     the applicable terms and conditions of the Award.

(6)  Awards to Directors.  Awards to Directors shall be granted
     by the Committee.  If the Committee is not composed as prescribed
     in the definition of Committee above, the Board may take such
     action with respect to any Award to a Director as it deems
     necessary or advisable to comply with Rule 16b-3 of the United


<PAGE>    Exhibit 10.4


                              -9-


     States Securities Exchange Act of 1934 and any related rules.

(7)  Financial Reports.  To the extent required by applicable
     law, the Corporation shall furnish to Participants the
     Corporation's annual financial statements which need not be
     audited.  This provision shall not apply to Participants that
     have duties with the Corporation or an Affiliate that assure them
     access to equivalent information.


Section 4  Shares Available for Awards.

(1)  Shares  Available.   Subject to adjustment  as  provided  in
     Section 4(3), the number of Shares with respect to which Awards
     may be granted under the Stock Option Plan shall be 11,812,740.

(2)  Terminations and Cancellations.  If, after the effective
     date of this Plan, an Award otherwise terminates or is cancelled
     without the delivery of Shares or of other consideration, then
     the Shares covered by such Award, or to which such Award relates,
     or the number of Shares otherwise counted against the aggregate
     number of Shares with respect to which Awards may be granted, to
     the extent of any such termination or cancellation, shall again
     be Shares with respect to which Awards may be granted.

(3)  Adjustments.   In  the  event that the Committee  determines
     that any dividend or other distribution (whether in the form of
     cash,   Shares,   other  securities,  or  other   property),
     recapitalization,   stock  split,   reverse   stock   split,
     reorganization,  merger, consolidation, split-up,  spin-off,
     combination,  repurchase, or exchange  of  Shares  or  other
     securities of the Corporation, issuance of warrants or other
     rights to purchase Shares or other securities of the Corporation,
     or  other similar corporate transaction or event affects the
     Shares such that an adjustment is determined by the Committee to
     be appropriate in order to prevent dilution or enlargement of the
     benefits or potential benefits intended to be made available
     under this Plan, then the Committee shall, in such manner as it
     may deem equitable, adjust any or all of (i) the number of Shares
     or  the kind of equity securities of the Corporation (or the
     number and kind of other securities or property) with respect to
     which Awards may be granted, (ii) the number of Shares or the
     kind of equity securities of the Corporation (or the number and
     kind of other securities or property) subject to outstanding
     Awards, and (iii) the grant or exercise price with respect to any
     Award  or, if deemed appropriate, make provision for a  cash
     payment to the holder of an outstanding Award; provided, however,
     that any adjustment of an Incentive Stock Option shall be made in
     such a manner so as not to constitute a "modification" within the



<PAGE>    Exhibit 10.4


                              -10-



     meaning of Section 424(h)(3) of the Code; and provided further,
     that the number of Shares subject to any Award denominated in
     Shares shall always be a whole number.

(4)  Sources  of  Shares  Deliverable Under Awards.   Any  Shares
     delivered pursuant to an Award may consist, in whole or in part,
     of authorized and unissued Shares.

(5)  Single  Participant  Limitation.  The  aggregate  number  of
     Shares reserved for issuance to any one Participant upon the
     exercise of Options shall not exceed five percent (5%) of the
     total number of Shares outstanding at the time of grant, provided
     that any reduction in the number of outstanding Shares shall not
     affect any Option granted hereunder prior to the reduction.

(6)  Consultants.   The aggregate number of Shares  reserved  for
     issuance to any one Consultant upon the exercise of Options shall
     not  exceed two percent (2%) of the total number  of  Shares
     outstanding at the time of grant, provided that any reduction in
     the number of outstanding Shares shall not affect any Option
     granted hereunder prior to the reduction.

(7)  Investor Relations.  The aggregate number of Shares reserved
     for issuance to any one person employed in Investor Relations
     Activities upon the exercise of Options shall not exceed two
     percent (2%) of the total number of Shares outstanding at the
     time of grant, provided that any reduction in the number of
     outstanding Shares shall not affect any Option granted hereunder
     prior to the reduction.


Section 5  Eligibility.

     Service  Providers  shall be eligible to  be  designated  as
     Participants under the Plan.


Section 6  Stock Option Plan.

(1)  Grant.   Subject  to  the  provisions  of  this  Plan,   the
     Committee shall have the authority to determine the Participants
     to whom Options shall be granted, the number of Shares to be
     covered  by each Option, the option price therefor  and  the
     conditions and limitations applicable to the exercise of the
     Option; provided, however, that the terms and conditions of any
     Incentive Stock Option granted hereunder shall be subject to, and
     shall comply in all respects with, the requirements of Section
     422 of the Code, as amended from time to time.  The Committee
     shall have the authority to grant Incentive Stock Options, or to
     grant Non-Qualified Stock Options, or to grant both types of
     options; provided, however that Incentive Stock Options shall not
     be granted to Consultants, non-employee Directors or any other
     persons who are not permitted to receive Incentive Stock Options
     under the Code.


<PAGE>    Exhibit 10.4


                              -11-


(2)  Number of Shares.  Each Award Notice covering Options shall
     state that it covers a specified number of Shares, as determined
     by the Committee.

(3)  Price.   The price at which each Share covered by an  Option
     may  be  purchased shall be determined in each case  by  the
     Committee and set forth in the Award Notice related to  such
     Option,  but in no event shall such price be less  than  the
     Discounted Market Price of a Share on the trading day immediately
     preceding  the day on which the Option is granted; provided,
     however, that the exercise price for each Share covered by an
     Incentive Stock Option (i) shall not be less than Market Price
     for the Shares on the date on which the Option is Granted and
     (ii) in the case of any Incentive Stock Option granted to an
     Employee who then owns stock possessing more than 10% of the
     total  combined voting power of all classes of stock of  the
     Corporation or any parent or subsidiary corporation  of  the
     Corporation,  must be at least 110% of the Market Price of the
     Shares subject to the Incentive Stock Option.

(4)  Duration  of  Options.  Each Award Notice  covering  Options
     shall state the period of time, determined by the Committee,
     within which the Option may be exercised by the Participant (the
     "Option Period").  The Option Period must expire, in all cases,
     not more than five years from the date an Option is granted.
     Each Award Notice shall also state the periods of time, if any,
     as determined by the Committee, when incremental portions of each
     Option  shall  vest, provided (i) that, except as  otherwise
     indicated herein, Options shall vest over a minimum period of 18
     months on a pro rata calendar quarter basis; (ii) Options issued
     to Consultants engaged in providing Investor Relations Activities
     must vest over a period of twelve months with no more than 1/4 of
     the Options vesting in any three month period; and (iii) further
     provided that Options granted to Participants in the State of
     Florida shall provide such Participant with the right to exercise
     the Option at the rate of at least 20% per year over five years
     from the date the Option is granted in each case, subject to the
     conditions on exercise set forth in the Plan or the applicable
     Option agreement.  If any Option is not exercised during its
     Option Period, it shall be deemed to have been forfeited and of
     no further force or effect.

(5)  Election.  The Committee shall have the authority to provide
     in any Award Notice that a Participant may, rather than exercise
     Options which he or she is entitled to exercise under Section
     6(4), irrevocably elect to require the Corporation to purchase
     for cancellation any such Options, in whole or in part upon such
     election  and, in lieu of receiving the Shares to which  the
     purchased  Options  relate  (the  "Designated  Shares")  the
     Corporation,  in its sole discretion, shall deliver  to  the
     Participant either (a) a cash payment of an amount equal to the
     product of the number of Designated Shares multiplied by the
     difference between the Discounted Market Price and the exercise
     price  per  share of the Designated Shares, less any  amount
     withheld on account of income taxes, which withheld income taxes
     will be remitted by the Corporation or (b) that number of Shares,
     disregarding fractions, which have an aggregate Discounted Market
     Price equal to the product of the number of Designated Shares
     multiplied by the difference between the Discounted Market Price
     and the exercise price per share of the Designated Shares, less



<PAGE>    Exhibit 10.4


                              -12-



     any amount withheld on account of income taxes, which withheld
     income  taxes will be remitted by the Corporation.  For  the
     purposes of this section, in order to determine the Discounted
     Market Price, the Market Price per Share shall be the weighted
     average  trading  price of the Share during  the  five  days
     immediately preceding the date of the Participant's election
     herein.

(6)  Termination of Service, Death, Disability, etc.   Except  as
     otherwise determined by the Committee, each Award Notice covering
     Options shall provide as follows with respect to the exercise of
     the Options:

     (a)  If  the Participant is terminated as a Service Provider
          within the Option Period "for cause," the Option shall thereafter
          be void for all purposes.  As used in this Section 6(6)(a),
          "cause" shall mean (x) the intentional disregard of, or a gross
          violation of, the Corporation's established policies and
          procedures, as determined by the Corporation or the Committee,
          (y)  knowingly engaging in conduct amounting to  fraud,
          misrepresentation, misappropriation, theft or embezzlement
          against the Corporation or otherwise engaging in acts materially
          damaging to the business of Corporation or (z) if applicable, as
          set forth in any employment or similar agreement between the
          Participant  and the Corporation.  The effect  of  this
          Section 6(6)(a) shall be limited to determining the consequences
          of a termination in relation to entitlement to Options, and
          nothing in this Section 6(6)(a) shall restrict or otherwise
          interfere with the Corporation's discretion with respect to the
          termination of any Service Provider;

     (b)  If the Participant ceases to be a Service Provider due to
          the Participant's Retirement, the Option may be exercised by the
          Participant, within three months following his or her Retirement
          if the Option is an Incentive Stock Option or within twelve
          months following his or her Retirement if the Option is a Non-
          Qualified Stock Option (provided in each case that such exercise
          must occur within the Option Period), but not thereafter.  In any
          such case, the Option may be exercised only as to the Shares as
          to which the Option had become exercisable on or before the date
          the Participant ceases to be a Service Provider;



<PAGE>    Exhibit 10.4


                              -13-


     (c)  If  the  Participant dies while he or she is a  Service
          Provider or within the three-month period following the
          Participant's Retirement, the Option may be exercised by those
          entitled to do so under the Participant's will or by the laws of
          descent and distribution within twelve months following the
          Participant's death (provided that such exercise must occur
          within the Option Period), but not thereafter.  In any such case,
          the Option may be exercised only as to the Shares as to which the
          Option had become exercisable on or before the date of the
          Participant's death or at such time as the Participant ceased to
          be a Service Provider, whichever is earlier;

     (d)  If the Participant suffers a Disability while a Service
          Provider, Options held by the Participant may be exercised by the
          Participant within twelve months following the date the
          Participant ceases to be a Service Provider (provided that such
          exercise must occur within the Option Period), but not
          thereafter.  In any such case, the Option may be exercised only
          as to the Shares as to which the Option had become exercisable on
          or before the date the Participant ceased to be a Service
          Provider;

     (e)  If the Participant, other than a Participant engaged in
          Investor Relations Activities, ceases to be a Service Provider
          within the Option Period for any reason other than cause,
          Retirement, Disability or the Participant's death, the Option may
          be exercised by the Participant within three months following the
          date of such cessation (provided that such exercise must occur
          within the Option Period), but not thereafter.  In any such case,
          the Option may be exercised only as to the Shares as to which the
          Option had become exercisable on or before the date that the
          Participant ceases to be a Service Provider;

     (f)  If  a  Participant who is engaged in Investor Relations
          Activities ceases to be employed to provide Investor Relations
          Activities within the Option Period for any reason other than
          cause, Retirement, Disability or the Participant's death, the
          Option may be exercised by the Participant within 30 days
          following the date of such cessation (provided that such exercise
          must occur within the Option Period), but not thereafter.  In any
          such case, the Option may be exercised only as to the Shares as
          to which the Option had become exercisable on or before the date
          that the Participant ceases to be engaged in Investor Relations
          Activities;

     (g)  Notwithstanding the provisions of this Section 6(6) or any
          other provision of the Plan, with respect to any Options granted
          to an Employee in connection with the commencement of employment




<PAGE>    Exhibit 10.4


                              -14-



          as an Employee, the Committee may provide for terms as to
          retirement, disability, death or other termination of employment
          which are different from the terms provided in this Section 6(6)
          if such different terms are set forth in a written employment
          agreement with the Employee, which agreement shall have been
          approved by the Board, or are otherwise provided by the
          Committee, subject to the approval by the Board.  Notwithstanding
          the foregoing, no Incentive Stock Options may be granted pursuant
          to this Section 6(6)(g);

     (h)  Whether an authorized leave of absence or absence due to
          active military service shall constitute termination as a Service
          Provider shall be determined by the Committee at the time
          thereof.  Notwithstanding the foregoing, in the case of Incentive
          Stock Options, if the period of leave exceeds ninety (90) days,
          unless the individual's right to re-employment is guaranteed by
          statute or contract, the employment relationship will be deemed
          to have terminated on the ninety-first (91st) day of such leave;
          and

     (i)  If a Participant's status as a particular type of Service
          Provider changes to another type of Service Provider, the
          Committee, in its discretion, may determine that any Option
          previously granted shall continue in full force and effect so
          long as the Option is a Non-Qualified Stock Option.  The
          Committee shall be permitted, in its discretion, to grant Non-
          Qualified Stock Options that provide that they shall continue in
          full force and effect if the Participant's status with the
          Corporation or any Affiliate changes, but such person continues
          as a Service Provider.

(7)  Limitation  on  Amount  of  Incentive  Stock  Options.   The
     aggregate fair market value (determined as of the time the Option
     is  granted) of Shares with respect to which Incentive Stock
     Options  are exercisable for the first time by a Participant
     during any calendar year under this Plan (and all other incentive
     stock option plans of the Corporation, any subsidiary or parent
     corporation of the Corporation) shall not exceed US$100,000.  In
     no  event,  however, shall an acceleration of exercisability
     pursuant to the terms of this Plan operate to reduce or limit the
     number of shares that may be exercised pursuant to such Incentive
     Stock  Options.   Shares in excess of the US$100,000   limit
     described herein shall be treated as Shares subject to a Non-
     Qualified Stock Option.


Section 7  Terms and Conditions.

(1)  Awards  May Be Granted Separately or Together.  Awards  may,
     in the discretion of the Committee, be granted either alone or in
     addition to, or in substitution for, any other Award granted
     under this Plan.  Except as otherwise provided herein, Awards



<PAGE>    Exhibit 10.4


                              -15-



     granted in addition to other Awards may be granted either at the
     same time as, or at a different time from, the grant of such
     other Awards.

(2)  Forms of Payment by Corporation Under Awards.  Subject to
     the terms of this Plan and of any applicable Award Notice,
     payments or transfers to be made by the Corporation or an
     Affiliate upon the grant, exercise or payment of an Award may be
     made in such form or forms as the Committee shall determine,
     including, without limitation, cash, other securities, other
     Awards or other property, or any combination thereof, and may be
     made in a single payment or transfer, in installments, or on a
     deferred basis, in each case in accordance with rules and
     procedures established by the Committee.

(3)  Limits  on  Transfer of Awards. An Award  shall  be  neither
     assignable nor transferable other than by will or the laws of
     descent and distribution, and an Option subject to exercise may
     be exercised, during the lifetime of the Participant, only by the
     Participant  or  in  the event of death,  the  Participant's
     beneficiary  as  hereinafter provided, or in  the  event  of
     disability, the Participant's personal representative.

(4)  Term of Awards.  Unless otherwise provided herein, the term
     of each Award shall be for such period as may be determined by
     the Committee.

(5)  Certificates.    Unless  otherwise  provided   herein,   all
     certificates for Shares or other securities of the Corporation or
     any Affiliate delivered under this Plan pursuant to any Award, or
     the exercise thereof, shall be subject to such stop transfer
     orders and other restrictions as the Committee may deem advisable
     under this Plan or the rules, regulations, and other requirements
     of the SEC, any stock exchange upon which such Shares or other
     securities  are  then  listed, and any  applicable  federal,
     provincial or territorial or state laws, and the Committee may
     cause a legend or legends to be put on any such certificates to
     make appropriate reference to such restrictions.

(6)  Consideration for Grants.  Awards may be granted for no cash
     consideration or for such minimal cash consideration as may be
     required by applicable law.

(7)  Delivery of Shares or Other Securities and Payment by
     Participant of Consideration.  No Shares or other securities
     shall be delivered pursuant to any Award until payment in full of
     any amount required to be paid pursuant to this Plan or the
     applicable Award Notice is, or is arranged to be (on terms
     acceptable to the Committee), received by the Corporation.  Such
     payment may be made by such method or methods and in such form or
     forms as the Committee shall determine, including, without
     limitation, cash, Shares, other securities, other Awards or other
     property, or any combination thereof; provided that the combined



<PAGE>    Exhibit 10.4


                              -16-



     value, as determined by the Committee, of all cash and cash
     equivalents and the Discounted Market Price of any such Shares or
     other property so tendered, or arranged to be tendered, to the
     Corporation, as of the date of such tender, is at least equal to
     the full amount required to be paid pursuant to this Plan or the
     applicable Award Notice to the Corporation.

(8)  Cancellation  or Suspension of Awards.  The Committee  shall
     have  full power and authority to determine whether, to what
     extent and under what circumstances any Award shall be cancelled
     or  suspended.   In particular, but without limitation,  all
     outstanding Awards to any Participant shall be cancelled if the
     Participant, without the consent of the Committee, while employed
     by or providing services for the Corporation or after termination
     of such employment or services, becomes associated with, employed
     by, renders services to, or owns any interest in (other than any
     nonsubstantial interest, as determined by the Committee), any
     business that is in competition with the Corporation or with any
     business in which the Corporation has a substantial interest as
     determined by the Committee.

(9)  Conditions and Restrictions on Awards.   At the time that an
     Award is granted, the Committee may provide for any conditions
     and/or restrictions that it intends to impose upon the Award
     and/or  the Shares subject to the Award.  The Committee  may
     accelerate the vesting of any Participant's Option by giving
     written notice to the Participant.  Upon receipt of such notice,
     the Participant and the Corporation shall amend the Award Notice
     to reflect the new vesting schedule.  The acceleration of the
     exercise period of an Option shall not affect the expiration date
     of that Option.  Notwithstanding the Committee's discretion in
     determining  a vesting schedule, if any, with respect  to  a
     particular Award, an Option shall become fully vested should the
     Board of Directors recommend acceptance of a take-over bid or
     issue-bid for Shares of the Corporation.

(10) Option Exercise.  Options shall be exercised by the delivery
     of written notice to the Corporation, in such form and to be
     filed in such manner as the Committee shall in its sole
     discretion prescribe, not later than 5:00 p.m., Toronto time, on
     the last day on which the Option may be exercised.  Any written
     notice of the exercise of an Option shall set forth the number of
     Shares  with respect to which the Option is to be exercised,
     shall include any statement or representation required by the
     applicable Award Notice, and shall be accompanied by paying in
     full the purchase price for the Shares.


Section 8  Registration of Option Shares.  The Options shall  not
be  exercisable unless the purchase of the Shares is pursuant  to
an  applicable effective registration statement under the  United
States  Securities  Act of 1933, as amended, or  unless,  in  the



<PAGE>    Exhibit 10.4


                              -17-




opinion  of counsel to the Corporation, the proposed purchase  of
the Shares would be exempt from the registration requirements  of
the Securities Act of 1933, as amended, and from the registration
or  qualification  requirements of  applicable  state  securities
laws.

Section 9.  Change  of  Control.  In the event  of  a  Change  of
Control, the Committee may, in its discretion, determine that all
outstanding   Options  granted  under  this  Plan  shall   become
exercisable in full whether or not otherwise exercisable at  such
time,  and  any  such  Option shall remain  exercisable  in  full
thereafter until it expires pursuant to its terms.


Section 10  Amendment and Termination.

     Except to the extent prohibited by applicable law and unless
otherwise expressly provided in an Award Notice or in this Plan:

     (a)  Amendments  to this Plan.  The Board may amend,  alter,
          suspend, discontinue, or terminate this Plan at any time without
          the consent of any shareholder, Participant, other holder or
          beneficiary of an Award, or other person; provided that
          notwithstanding any other provision of this Plan or any Award
          Notice,  no  such  amendment,  alteration,  suspension,
          discontinuation, or termination shall be made without shareholder
          approval if such approval is necessary to comply with, or to
          obtain exemptive relief under, any tax or regulatory requirement
          that the Board deems desirable to comply with.

     (b)  Amendments to Awards Generally.  Except as otherwise
          provided herein, the Committee may waive any conditions or rights
          under, amend any terms of, or accelerate or alter, any Award
          granted hereunder, prospectively or retroactively, without the
          consent of any relevant Participant or holder or beneficiary of
          an Award, provided that such action does not (i) materially
          impair the rights of any Participant or holder or beneficiary of
          an Award without such person's consent, or (ii) result in a
          decrease in the Discounted Market Price of an Award without such
          Participant's or holder's or beneficiary's consent;

     (c)  Exchange Requirements Regarding Amendments to Terms  of
          Awards. No amendment or alteration shall be made to the exercise
          price of Awards previously issued to insiders of the Corporation
          without obtaining disinterested shareholder approval.  The
          exercise price of a previously granted Award can be amended only
          if at least six months have elapsed since the later of the (i)
          date of commencement of the term of the Award, and (ii) the date



<PAGE>    Exhibit 10.4


                              -18-



          the exercise price of the Award was last amended.  If the
          exercise price of an Award is amended to the Discounted Market
          Price per Share on the trading day immediately preceding the
          effective date of the amendment, the Exchange hold period will
          apply from the date of the amendment; whereas if the exercise
          price of an Award is amended to the Market Price per Share on the
          trading day immediately preceding the effective date of the
          amendment, the Exchange hold period will not apply.  An Award
          must be outstanding for at least one year before the Corporation
          may extend the term of the Award.  Any extension of the length of
          the term of an Award shall be treated as a grant of a new option
          that  is required to comply with the pricing and  other
          requirements of the applicable rules of the Exchange.

     (d)  Adjustments of Awards Upon Certain Acquisitions.  In the
          event the Corporation or any Affiliate shall assume outstanding
          employee awards or the right or obligation to make future
          employee awards in connection with the acquisition of another
          business or another corporation or business entity, the Committee
          may make such adjustments, not inconsistent with the terms of
          this Plan, in the terms of Awards as it shall deem appropriate in
          order to achieve reasonable comparability or an equitable
          relationship between the assumed awards and the Awards as so
          adjusted;

     (e)  Adjustment of Awards Upon the occurrence of Certain Unusual
          or Nonrecurring Events.  The Committee is hereby authorized to
          make adjustments in the terms and conditions of, and the criteria
          included in, Awards in recognition of unusual or nonrecurring
          events (including, without limitation, the events described in
          Section 4(3) hereof) affecting the Corporation, any Affiliate, or
          the financial statements of the Corporation or any Affiliate, or
          of changes in applicable laws, regulations, or accounting
          principles, whenever the Committee determines that such
          adjustments are appropriate in order to prevent dilution or
          enlargement of the benefits or potential benefits intended to be
          made available under this Plan; and

     (f)  Cancellation.  Any provision of this Plan or any Award
          Notice to the contrary notwithstanding, the Committee may cause
          any Award granted hereunder to be cancelled in consideration of a
          cash payment or alternative Award (equal to the Discounted Market
          Price of the Award to be cancelled) made to the holder of such
          cancelled Award.



<PAGE>    Exhibit 10.4


                              -19-


Section 11  General Provisions.

(1)  Representations;  Legend.  The Committee  may  require  each
     Participant purchasing Shares pursuant to an Option to represent
     to and agree with the Corporation in writing that the Participant
     is  acquiring  the Shares without a view to the distribution
     thereof.  The certificates for such Shares may include any legend
     that the Committee deems appropriate to reflect any restrictions
     on transfer.  However, the certificates representing the Options
     and any Shares issued upon exercise of the Options must,  in
     accordance with the rules of the Exchange, be legended with at
     least a four month Exchange hold period, such period commencing
     from the date of the granting of the Options.

(2)  No  Rights  to Awards.  No Service Provider, Participant  or
     other person shall have any claim to be granted any Award, and
     there is no obligation for uniformity of treatment of Service
     Providers, Participants, or holders or beneficiaries of Awards.
     The terms and conditions of Awards need not be the same with
     respect to each recipient.

(3)  Withholding.  A Participant may be required to  pay  to  the
     Corporation  or  any Affiliate, and the Corporation  or  any
     Affiliate  shall have the right and is hereby authorized  to
     withhold from any Award, from any payment due or transfer made
     under any Award or under this Plan or from any compensation or
     other amount owing to a Participant, the amount (in cash, Shares,
     other securities, other Awards or other property, as determined
     by the Committee) of any applicable withholding taxes in respect
     of an Award, its exercise, or any payment or transfer under an
     Award or under this Plan, and to take such other action as may be
     necessary  in the opinion of the Corporation to satisfy  all
     obligations for the payment of such taxes.  In the  case  of
     payments of Awards in the form of Shares, at the Committee's
     discretion, the Participant may be required to  pay  to  the
     Corporation or an Affiliate the amount of any taxes required to
     be withheld with respect to such Shares or, in lieu thereof, the
     Corporation or an Affiliate shall have the right to retain (or
     the  Participant may be offered the opportunity to elect  to
     tender) the number of Shares whose Discounted Market Price equals
     the amount required to be withheld.  The Committee may provide
     for additional cash payments to holders of Awards to defray or
     offset any tax arising from the grant, vesting, exercise  or
     payments of any Award.  In the discretion of the Committee, the
     Corporation  may  offer  loans to  Participants  to  satisfy
     withholding requirements on such terms as the Committee  may
     determine, which terms may in the discretion of the Committee be
     non-interest bearing.

(4)  No   Limit  on  Other  Compensation  Arrangements.   Nothing
     contained in this Plan shall prevent the Corporation or  any
     Affiliate  from  adopting  or  continuing  in  effect  other
     compensation arrangements, which may (but need not) provide for




<PAGE>    Exhibit 10.4


                              -20-


     the  grant of options, restricted stock and other  types  of
     security-based  awards  provided for hereunder  (subject  to
     shareholder approval if such approval is required), and such
     arrangements may be either generally applicable or applicable
     only in specific cases.

(5)  No Right to Employment. The grant of an Award shall not be
     construed as giving a Participant the right to be retained in the
     employ of, or to continue to render services to, the Corporation
     or any Affiliate.  Further, the Corporation or an Affiliate may
     at any time dismiss a Participant from employment, or otherwise
     terminate its relationship with a Service Provider, free from any
     liability or any claim under this Plan, except to the extent
     expressly provided otherwise in this Plan or in any Award Notice.

(6)  No  Rights as Shareholder.  Subject to the provisions of the
     applicable Award Notice, no Participant or holder or beneficiary
     of any Award shall have any rights as a shareholder with respect
     to any Shares to be distributed under this Plan until he or she
     has become the holder of such Shares.

(7)  Governing  Law.  The validity, construction, and  effect  of
     this Plan and any rules and regulations relating to this Plan and
     any Award Notice shall be determined in accordance with the laws
     of  the  State of Florida and applicable United States  law;
     provided, however, that, to the extent Canadian federal, Yukon
     territorial law or Ontario provincial law is applicable to any
     aspect of this Plan, such law shall control to the extent that it
     does not conflict with application of any securities laws or tax
     laws of the United States upon the grant or exercise of an Award.

(8)  Severability.  If any provision of this Plan or any Award is
     or becomes or is deemed to be invalid, illegal, or unenforceable
     in any jurisdiction or as to any person or Award, or would
     disqualify this Plan or any Award under any law deemed applicable
     by the Committee, such provision shall be construed or deemed
     amended to conform to applicable laws, or if it cannot be
     construed or deemed amended without, in the determination of the
     Committee, materially altering the intent of this Plan or the
     Award, such provision shall be stricken as to such jurisdiction,
     person or Award and the remainder of this Plan and any such Award
     shall remain in full force and effect.

(9)  Other  Laws.  The Committee may refuse to issue or  transfer
     any Shares or other consideration under an Award if it determines
     that  the issuance or transfer of such Shares or such  other
     consideration might violate any applicable law or regulation, and
     any payment tendered to the Corporation by a Participant, other
     holder or beneficiary in connection with the exercise of such
     Award shall be promptly refunded to the relevant Participant,
     holder or beneficiary.  Without limiting the generality of the
     foregoing, no Award granted hereunder shall be construed as an



<PAGE>    Exhibit 10.4


                              -21-



     offer to sell securities of the Corporation, and no such offer
     shall  be  outstanding, unless and until the  Committee  has
     determined that any such offer, if made, would be in compliance
     with all applicable requirements of federal securities laws.

(10) No Trust or Fund Created.  Neither this Plan nor any Award
     shall create or be construed to create a trust or separate fund
     of any kind or a fiduciary relationship between the Corporation
     or any Affiliate and a Participant or any other person.  To the
     extent that any person acquires a right to receive payments from
     the Corporation or any Affiliate pursuant to an Award, such right
     shall be no greater than the right of any unsecured general
     creditor of the Corporation or any Affiliate.

(11) No  Fractional Shares.  No fractional Shares shall be issued
     or  delivered  pursuant to this Plan or any Award,  and  the
     Committee shall determine whether cash, other securities, or
     other  property shall be paid or transferred in lieu of  any
     fractional Shares or whether such fractional Shares or any rights
     thereto shall be cancelled, terminated, or otherwise eliminated.

(12) Headings.    Headings  are  given  to   the   Sections   and
     subsections of this Plan solely as a convenience to facilitate
     reference.  Such headings shall not be deemed in any way material
     or relevant to the construction or interpretation of this Plan or
     any provision thereof.

(13) Brokerage  Arrangements.  The Committee, in its  discretion,
     may enter into arrangements with one or more banks, brokerages or
     other financial institutions to facilitate the disposition of
     Shares acquired upon exercise of Options, including, without
     limitation, the sale of the Shares acquired upon such exercise.

(14) Indemnification.  Any person who was or is a party or is
     threatened to be made a party to any threatened, pending or
     completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (including any action or suit by
     or in the right of the Corporation to procure a judgment in its
     favor) by reason of the fact that he or she is or was a member of
     the Committee, shall be indemnified by the Corporation, if, as
     and to the extent authorized by the laws of the Province of
     Ontario, against expenses (including attorneys' fees), judgments,
     fines and amounts paid in settlement (if the terms of such
     settlement have been consented to by the Corporation) actually
     and reasonably incurred by him or her in connection with the
     defense or settlement of such action, suit or proceeding.  The
     indemnification expressly provided by statute in a specific case
     shall not be deemed exclusive of any other rights to which any
     person indemnified may be entitled under any lawful agreement,
     vote of shareholders or disinterested directors or otherwise,



<PAGE>    Exhibit 10.4


                              -22-



     both as to action in his or her official capacity and as to
     action in any other capacity while holding such office, and shall
     continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of the heirs,
     personal representatives and administrators of such a person.  No
     right of indemnification under the provisions set forth herein
     shall be available to or enforceable by any such person unless,
     within sixty (60) days after institution of any such action or
     proceeding, such person shall have offered the Corporation, in
     writing, notice of and the opportunity to handle and defend same
     at its own expense unless the Corporation shall have waived the
     requirement to provide such written notice and offer.


Section 12  Effective Date of this Plan.

     This  Plan  shall  be  effective  on  March  15,  2001  (the
"Effective  Date"); provided, however, that if this Plan  is  not
approved by the shareholders of the Corporation within the period
ending  twelve (12) months after the Effective Date, none of  the
Options  granted  hereunder  shall  constitute  Incentive   Stock
Options.


Section 13  Term of this Plan.

     No  Award  shall be granted under this Plan after March  11,
2011; provided, however, that any Award theretofore granted  may,
and  the authority of the Board or the Committee to amend, alter,
adjust, suspend, discontinue, or terminate any such Award  or  to
waive  any conditions or rights under any such Award shall extend
beyond such date.






<PAGE>    Exhibit 10.4