EXHIBIT 10.36

                          NORTH AMERICAN VACCINE, INC.
                             1997 SHARE OPTION PLAN


         1.  PURPOSES.  The purposes of this 1997 Share Option Plan (the "Plan")
are to  attract  and  retain  the best  available  personnel  for  positions  of
substantial responsibility,  to provide additional incentive to the Employees of
the Company or its  Subsidiaries  or Parent,  as well as to directors  and other
individuals who perform  services for the Company or its Subsidiaries or Parent,
and to promote the success of the Company's business.  Options granted hereunder
may be either  Incentive  Stock Options or  Nonqualified  Stock Options,  at the
discretion of the Committee and as reflected in the terms of the written  Option
agreement.

         2. DEFINITIONS. As used herein, the following definitions shall apply:

         "Code" shall mean the Internal  Revenue Code of 1986,  as amended,  and
all rules and regulations promulgated thereunder,  as each of the statute, rules
and regulations may be amended from time to time.

         "Common  Shares"  shall mean the common  shares,  no par value,  of the
Company.

         "Company"  shall  mean  North  American   Vaccine,   Inc.,  a  Canadian
corporation.

         "Committee"  shall mean the committee  appointed by the Company's Board
of Directors in accordance with Section 4(a) of the Plan.

         "Continuous  Status  as an  Employee"  shall  mean the  absence  of any
interruption  or termination  of service as an Employee.  Service as an Employee
shall not be  considered  interrupted  for purposes of the Plan,  in the case of
sick leave,  military  leave,  or any other  personal,  family and medical leave
permitted and duly approved in accordance with the Company's  written  policies,
as well as any other bona fide leave of absence approved by the Committee.

         "Employee" shall mean any person,  other than a resident of Canada, who
is  employed  by the  Company  or any  Parent or  Subsidiary.  The  payment of a
director's fee by the Company shall not be sufficient to constitute "employment"
by the Company.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended.

         "Fair Market Value" of a Common Share shall mean, as of any given date,
the closing sales price of a Common Share on such date on the principal national
securities exchange on which the Common Shares are then traded or, if the Common
Shares are not then traded on a national securities exchange, the average of the
high and low trading prices of the Common Shares on such date as reported on the
Nasdaq;  provided,  however,  that,  if there were no sales  reported as of such
date,  Fair Market  Value shall be computed as of the last date  preceding  such
date on which a sale was reported; provided, further, that, if any such exchange
or  quotation  system is closed on any day on which Fair  Market  Value is to be
determined,  Fair  Market  Value  shall  be  determined  as of  the  first  date
immediately  preceding such date on which such exchange or quotation  system was
open for trading.  In the event the Common Shares are not admitted to trade on a
securities exchange or quoted on Nasdaq, the Fair Market Value of a Common Share
as of any given date shall be as determined in good faith by the Committee.



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         "Incentive  Stock Option" shall mean a share option intended to qualify
as an "incentive stock option" within the meaning of Section 422 of the Code.

         "Nonqualified  Stock  Option" shall mean a share option not intended to
qualify as an "incentive  stock option" within the meaning of Section 422 of the
Code.

         "Option"  shall  mean an  option  to  purchase  Common  Shares  granted
pursuant to the Plan.

         "Optioned Shares" shall mean the Common Shares subject to an Option.

         "Optionee" shall mean the recipient of an Option.

         "Parent" shall mean a "parent corporation" of the Company,  whether now
or hereafter existing, as defined in Section 424(e) of the Code.

         "Rule 16b-3" shall mean Rule 16b-3  promulgated by the U.S.  Securities
and Exchange Commission under the Exchange Act or any successor rule.

         "Share"  shall mean a Common  Share,  as  adjusted in  accordance  with
Article 12 of the Plan.

         "Subsidiary"  shall mean a  "subsidiary  corporation"  of the  Company,
whether now or hereafter existing, as defined in Section 424(f) of the Code.

         3. SHARES.  Subject to the  provisions  of Article 12 of the Plan,  the
maximum  aggregate  number  of  Shares  that  may be  issued  under  the Plan is
5,000,000  (any or all of which may be Incentive  Stock  Options).  The Optioned
Shares shall be newly issued or treasury  Common Shares.  The grant of an Option
pursuant to the Plan shall  reduce the number of Shares that  thereafter  may be
available for future grants under the Plan; provided, however, that if an Option
should  expire,  terminate  or  otherwise  become  unexercisable  for any reason
without having been exercised in full, the unpurchased  Shares that were subject
thereto shall, unless the Plan shall have been terminated,  become available for
further  grant under the Plan.  Exercise of an Option in any manner shall result
in a  decrease  in a number of  Shares  that  thereafter  may be  available  for
purchase  under  the  Option by the  number of Shares as to which the  Option is
exercised.

         4.       ADMINISTRATION.

         (a)  COMMITTEE.  The  Plan at all  times  shall  be  administered  by a
Committee  appointed by the Company's  Board of Directors.  The Committee  shall
consist of not less than two members of the Company's  Board of Directors,  each
of whom is a  "non-employee  director"  as defined in Rule 16b-3 and an "outside
director" as defined for purposes of Section 162(m) of the Code.

         (b) POWERS OF THE COMMITTEE. Subject to the provisions of the Plan, the
Committee shall have the authority,  in its  discretion:  (i) to grant Incentive
Stock Options or Nonqualified  Stock Options;  (ii) to determine the Fair Market
Value of the Common  Shares;  (iii) to  establish  the  duration  of each Option
granted;  (iv) to determine  the  exercise  price per Share of the Options to be

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granted;  (v) to determine the persons to whom,  and the time or times at which,
Options  shall be  granted  and the number of Shares to be  represented  by each
Option;  (vi) to determine the vesting  schedule of Options to be granted and to
accelerate the vesting of any Option already granted; (vii) to determine whether
the  exercise  price of or taxes  relating  to an Option  may be paid in already
owned Shares and/or Shares then issuable upon the exercise of the Option; (viii)
to prescribe, amend and rescind rules and regulations relating to the Plan; (ix)
to determine  the terms and  provisions  of each Option  granted  under the Plan
(which need not be  identical);  (x) to accelerate or defer the exercise date of
any Option;  (xi) to waive or amend any and all  restrictions  and conditions of
any Options,  including,  without limitation,  extending the term of any Option;
(xii) to authorize any person to execute on behalf of the Company any instrument
required  to  effectuate  the  grant  of an  Option  previously  granted  by the
Committee;  and (xiii) to interpret  the Plan and make all other  determinations
deemed necessary or advisable for the administration of the Plan.

         (c) EFFECT OF THE COMMITTEE'S DECISION.  All decisions,  determinations
and  interpretations  of  the  Committee  shall  be  final  and  binding  on all
Optionees.  No member of the Company's Board of Directors or the Committee shall
be liable for any action or determination made in good faith with respect to the
Plan or any Option agreement.

         5.  ELIGIBILITY.  Incentive  Stock  Options  may  be  granted  only  to
Employees.  Nonqualified Stock Options may be granted to Employees, non-employee
directors and independent contractors and agents of the Company or any Parent or
Subsidiary; provided, however, that Options may not be granted under the Plan to
(i) a  non-employee  director if such grant does not comply with  provisions  of
Rule 16b-3,  or (ii) any persons or entities  that are Canadian  residents.  Any
person who has been  granted an Option  may,  if he is  otherwise  eligible,  be
granted an additional Option or Options. Subject to the provisions of Article 12
of the Plan,  the maximum  number of Shares with respect to which Options may be
granted  under the Plan to any Employee in any calendar year is one percent (1%)
of the Common Shares issued and outstanding as of the beginning of such calendar
year.

         Except as  otherwise  provided  under the Code,  to the extent that the
aggregate Fair Market Value of Common Shares for which  Incentive  Stock Options
(under all share  option  plans of the Company and of any Parent or  Subsidiary)
are  exercisable  for the first time by an  Employee  during any  calendar  year
exceeds One Hundred  Thousand U.S. Dollars  (US$100,000),  such Options shall be
treated as Nonqualified Stock Options. For purposes of this limitation,  (a) the
Fair Market Value of Common  Shares is  determined  as of the time the Option is
granted and (b) the limitation is applied by taking into account  Options in the
order in which they were granted.

         6. TERM OF PLAN.  The Plan shall become  effective upon its adoption by
the  Board  of  Directors  of the  Company;  provided  that,  if the Plan is not
approved by the shareholders of the Company in accordance with Article 17 of the
Plan within twelve (12) months after the date of adoption by the Company's Board
of Directors,  the Plan and any Options granted  thereunder  shall terminate and
become null and void,  except to the extent that any Option agreement  expressly
provides  for the  continuance  of the Options  granted  thereby  (as  non-plan,
nonqualified options) notwithstanding the termination of the Plan. Unless sooner
terminated in accordance  with Article 14 of the Plan, the Plan shall  terminate
on  December  9,  2007,  except  that  the Plan  and the  Committee's  authority
thereunder  shall continue with respect to any Options then  outstanding.  After
such date, no further Options shall be granted under the Plan.

         7. TERM OF OPTION. The term of each Option granted to an Employee shall
be ten (10) years from the date of grant  thereof or such shorter time as may be
determined by the Committee and set forth in the Option  agreement.  In the case
of Options granted to individuals who are not Employees, the term of each Option

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shall be such term as may be determined by the Committee, not to exceed ten (10)
years.  However, in the case of an Incentive Stock Option granted to an Employee
who,  immediately  before the  Incentive  Stock  Option is granted,  owns shares
representing  more than ten percent  (10%) of the  combined  voting power of all
classes of shares of the  Company or any Parent or  Subsidiary,  the term of the
Incentive Stock Option shall be five (5) years from the date of grant thereof or
such shorter time as may be  determined  by the  Committee  and set forth in the
Option agreement.

         8. EXERCISE PRICE AND CONSIDERATION.

         (a) The per Share exercise  price for the Shares to be issued  pursuant
to exercise of an Option shall be such price as is determined by the  Committee,
but shall be subject to the following:

             (i) In the case of an  Incentive  Stock  Option:  (A) granted to an
Employee who,  immediately before the grant of such Incentive Stock Option, owns
shares  representing  more than ten  percent  (10%) of the  voting  power of all
classes  of shares of the  Company or any  Parent or  Subsidiary,  the per Share
exercise  price shall be no less than one hundred ten percent (110%) of the Fair
Market  Value  per  Share on the date of  grant;  and (B)  granted  to any other
Employee,  the per Share  exercise  price  shall be no less than the Fair Market
Value per Share on the date of grant.

             (ii) In the case of a  Nonqualified  Stock  Option,  the per  Share
exercise price shall be no less than the Fair Market Value per Share on the date
of grant.

         (b) Notwithstanding  Section 8(a) of the Plan, in the event the Company
substitutes an Option to replace a share option issued by another corporation in
connection  with  a  corporate  transaction,  such  as a  merger,  amalgamation,
consolidation,  acquisition  of  property  or  stock,  separation  (including  a
spin-off or other distribution of stock or property), reorganization (whether or
not such reorganization  comes within the definition of such term in Section 368
of the Code) or partial or complete  liquidation  involving the Company and such
other  corporation,  the  Committee  may  grant  substituted  Options  under the
provisions  of the Plan  replacing  old options  granted under a plan of another
party to such transaction.  The foregoing  adjustments and manner of application
of the  foregoing  provisions  shall be  determined by the Committee in its sole
discretion  (subject to the provisions of Section 424(a) of the Code in the case
of an Option that was intended to qualify as an  Incentive  Stock  Option).  Any
such adjustments may provide for the elimination of any fractional Common Shares
that might otherwise become subject to any Options.

         (c) During the period when an Option is exercisable,  the Option may be
exercised,  in whole or in part,  by giving  written  notice of  exercise to the
Company (in form  acceptable to the Company)  specifying the number of Shares to
be  purchased.  Such  notice  shall be  accompanied  by  payment  in full of the
aggregate  exercise  price  of  the  Shares  to  be  purchased  in  cash,  check
(including,  without limitation,  payment in accordance with a cashless exercise
program under which,  if so  instructed  by the  Optionee,  Common Shares may be
issued directly to the Optionee's  broker or dealer upon receipt of the purchase
price in cash from the  broker or  dealer)  or such other form and in such other
manner as the  Committee  may  accept.  If and to the extent  determined  by the
Committee in its sole  discretion at or after grant,  payment in full or in part
may also be made in the form of Common  Shares duly owned by the  Optionee  (and
for  which  the  Optionee  has good  title,  free and  clear  of any  liens  and
encumbrances)  or by reduction in the number of Common Shares issuable upon such
exercise  based,  in each case, on the Fair Market Value of the Common Shares on
the date the  Option is  exercised.  No  Common  Shares  shall be  issued  until
payment, as provided herein, therefor has been made.

         9. EXERCISE OF OPTION.

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         (a) PROCEDURE  FOR  EXERCISE.  Any Option  granted  hereunder  shall be
exercisable  at such  times and  under  such  conditions  as  determined  by the
Committee, including performance criteria with respect to the Company and/or the
Optionee, and as shall be permissible under the terms of the Plan. An Option may
not be  exercised  for a fraction  of a Share.  An Option  shall be deemed to be
exercised  when written  notice of such  exercise (in a form  acceptable  to the
Company)  has been  given to the  Company  in  accordance  with the terms of the
Option by the person  entitled to exercise  the Option and full  payment for the
Shares with  respect to which the Option is exercised  has been  received by the
Company.  Full  payment  may, as  authorized  by the  Committee,  consist of any
consideration and method of payment allowable under Section 8(c) of the Plan.

         (b)  RIGHTS AS A  SHAREHOLDER.  Until the  issuance,  which in no event
(except as provided in Article 15 of the Plan) will be delayed  more than thirty
(30) days from the date that the Company  receives  payment in full after proper
exercise of the Option,  of the share  certificate  evidencing  the Shares to be
issued (as evidenced by the appropriate  entry on the books of the Company or of
a duly authorized transfer agent of the Company), no right to vote or to receive
dividends or any other rights as a  shareholder  shall exist with respect to the
Optioned 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 share certificate is issued, except as provided in the Plan.

         10. TERMINATION OF EMPLOYMENT.

         (a) TERMINATION OF STATUS AS AN EMPLOYEE.  If any Employee ceases to be
in  Continuous  Status as an Employee,  other than (i) by reason of  retirement,
(ii) death,  or (iii) as a result of a termination by the Company for willful or
gross misconduct,  including,  without limitation,  breach of fiduciary duty, as
determined by the Committee  (whose  determination  shall be final,  binding and
conclusive),  any Option held by such Employee shall be exercisable within three
(3) months  after the date he ceases to be in  Continuous  Status as an Employee
(or  such  longer  period  as the  Committee  shall  determine,  in its sole and
absolute  discretion)  to the extent the Employee was entitled to exercise  such
Option as of the date of his  termination  of  employment,  unless the Committee
provides  for a shorter or longer  period.  Notwithstanding  the  foregoing,  in
granting  Incentive Stock Options,  the Committee,  in its sole discretion,  may
elect to limit the period that an Employee may exercise an Option  following his
termination to the periods prescribed by Section 422 of the Code (or any shorter
periods as the Committee shall determine).

         (b) RETIREMENT OF OPTIONEE.  If any Employee ceases to be in Continuous
Status as an Employee by reason of such Employee's  retirement,  any Option held
by such Employee shall be exercisable  within  thirty-six  (36) months after the
date he ceases to be in  Continuous  Status as an Employee to the extent that he
was entitled to exercise  such Option as of the date of his  retirement,  unless
the Committee provides for a shorter or longer period. For purposes of the Plan,
"retirement" means voluntary  termination of services as an Employee at or after
age  sixty-five  (65) other  than as a result of  willful  or gross  misconduct,
unless determined otherwise by the Committee.

         (c)  TERMINATION  FOR  MISCONDUCT.  If  any  Employee  ceases  to be in
Continuous Status as an Employee as a result of a termination by the Company for
willful or gross misconduct,  including, without limitation, breach of fiduciary
duty (the Committee's  determination in this regard shall be final,  binding and
conclusive),  any  and  all  Options  held  by  such  Employee  shall  terminate
immediately  and  automatically  at the time of his  termination as an Employee,
unless the Committee  provides for an earlier or later time for the  termination
of such Option(s), and such Option(s) will not be exercisable after such time of
termination, unless otherwise determined by the Committee.

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         (d) DEATH OF  OPTIONEE.  Subject  to the  provisions  of the Plan,  any
Option  held  by an  Optionee  at  the  time  of  his  death  may  be  exercised
subsequently  by the legal  representative  of the Optionee's  estate during the
remaining  term of the Option,  but only to the extent the Optionee was entitled
to  exercise  such  Option as of the date of his  death,  unless  the  Committee
provides  for a longer  or  shorter  period.  In the  event  of the  death of an
Optionee  during the final  three (3)  months of the time  period  specified  in
Section 10(a) or 10(b), as applicable,  the Option may be exercised, at any time
within  three (3)  months  following  the date of his death,  by the  Optionee's
estate or by a person or persons who  acquired  the right to exercise the Option
by bequest or  inheritance,  but only to the extent the Optionee was entitled to
exercise such Option as of the date of his death,  unless the Committee provides
for a longer or shorter period.

         (e) EXPIRATION OF OPTIONS.  None of the events  described above in this
Article 10 shall extend the period of  exercisability  of the Option  beyond the
expiration  date  thereof.  To the extent that an Optionee  was not  entitled to
exercise  an  Option  on the date he  ceased  to be in  Continuous  Status as an
Employee or the date of the  Optionee's  death,  or if he does not exercise such
Option (which he was entitled to exercise)  within the time period  specified in
this  Article  10,  the  Option  shall  terminate  and  become  null  and  void.
Notwithstanding  the provisions of Section 10(a), 10(b) or 10(d) of the Plan, no
Options shall be exercisable after an Optionee ceases to be in Continuous Status
as an Employee in the event the Optionee  shall have,  during the time period in
which his  Options  are  exercisable,  engaged in  deliberate  action  that,  as
determined by the Committee in its sole discretion (whose determination shall be
final, binding and conclusive),  causes substantial harm to the interests of the
Company  or  constitutes  a breach  of any  obligation  of the  Optionee  to the
Company. In such event, the Optionee shall forfeit all rights to any unexercised
Option as of the date of such deliberate action and all such unexercised Options
shall  terminate  immediately and  automatically  at the time of such deliberate
action.

         (f) NON-EMPLOYEE  DIRECTORS,  INDEPENDENT  CONTRACTORS AND AGENTS.  The
Committee  shall have the authority to determine in its sole  discretion  (whose
determination shall be final, binding and conclusive) the ability of an Optionee
who is not an Employee to exercise an Option following termination of his or her
relationship with the Company and its Parent and Subsidiaries.

         11. NON-TRANSFERABILITY OF OPTIONS. An Option may not be sold, pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent  and  distribution  or  pursuant  to a  qualified
domestic  relations  order as  defined  in the  Code or Title I of the  Employee
Retirement  Income  Security Act of 1974, as amended,  or the rules  thereunder,
and, except with respect to a qualified  domestic  relations order as aforesaid,
may be exercised,  during the lifetime of the Optionee,  only by the Optionee or
his legal representative.

         12.  ADJUSTMENTS  UPON  CHANGES IN  CAPITALIZATION;  CHANGE IN CONTROL;
              DISSOLUTION.

         (a) Subject to any required action by the  shareholders of the Company,
each of (i) the number of Common Shares covered by each outstanding Option, (ii)
the number of Common  Shares that have been  authorized  for issuance  under the
Plan but as to which no Options have yet been granted or that have been returned
to the Plan upon cancellation, termination or expiration of an Option, (iii) the
exercise price per Share covered by each such outstanding  Option,  and (iv) the
maximum  number of Shares  with  respect to which  Options may be granted to any
Employee  in any  calendar  year,  shall  be  proportionately  adjusted  for any
increase or  decrease in the number of issued  Common  Shares  resulting  from a


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stock split or the payment of a stock dividend with respect to the Common Shares
or any other increase or decrease in the number of issued Common Shares effected
without receipt of consideration  by the Company;  provided,  however,  that (A)
each such adjustment with respect to an Incentive Stock Option shall comply with
the rules of Section 424(a) of the Code (or any successor  provision) and (B) in
no event shall any  adjustment  be made that would  render any  Incentive  Stock
Option granted hereunder to be treated other than as an "incentive stock option"
as defined in Section  422 of the Code;  and  provided  further,  however,  that
conversion of any  convertible  securities of the Company shall not be deemed to
have been "effected without receipt of consideration."  Such adjustment shall be
made by the  Committee,  whose  determination  in that  respect  shall be final,
binding and conclusive.  Except as expressly provided herein, no issuance by the
Company of shares of any class,  or  securities  convertible  into shares of any
class,  shall affect,  and no  adjustment  by reason  thereof shall be made with
respect to, the number or exercise price of Common Shares subject to an Option.

         (b) In the event of a dissolution or  liquidation  of the Company,  all
outstanding Options will terminate upon the consummation of such action,  unless
otherwise provided by the Committee.

         (c)  The   exercisability   of  each  Option  shall  be   automatically
accelerated so that each such Option outstanding shall, immediately prior to the
specified  effective  date  of  any  of  the  following  events,   become  fully
exercisable  with respect to the total  number of Shares  subject to such Option
and may be exercisable for all or any portion of such Shares, in the event that:

             (i) any person (as defined for purposes of Section  13(d) and 14(d)
of the  Exchange  Act,  but  excluding  the Company and any of its  wholly-owned
subsidiaries)  acquires  direct or indirect  ownership of fifty percent (50%) or
more of the combined  voting  power of the then  outstanding  securities  of the
Company  as a result of a tender  or  exchange  offer,  open  market  purchases,
privately negotiated purchases or otherwise;

             (ii) any election has occurred of persons to the Board of Directors
of the Company that causes  two-thirds  of the  Company's  Board of Directors to
consist of persons  other than (A)  persons  who were  members of the  Company's
Board of Directors on January 1, 1997 and (B) persons who were  nominated by the
Company's  Board of Directors for election as members of the Company's  Board of
Directors  at a  time  when  two-thirds  of the  Company's  Board  of  Directors
consisted  of persons who were  members of the  Company's  Board of Directors on
January 1, 1997;  provided,  however,  that any person nominated for election by
the Board of Directors of the Company at least  two-thirds  of whom  constituted
persons  described  in  clauses  (A)  and/or  (B) above or by  persons  who were
themselves  nominated by such Board shall,  for this purpose,  be deemed to have
been nominated by a Board composed of persons described in clause (A) above; or

             (iii) the  shareholders  of the Company  approve (A) any  statutory
consolidation, merger or amalgamation of the Company in which the Company is not
the surviving corporation (other than a merger or amalgamation of the Company in
which  the  holders  of  Common  Shares  immediately  prior  to  the  merger  or
amalgamation have the same proportionate  ownership of the surviving corporation
immediately after the merger or amalgamation),  or (B) any sale, lease, exchange
or other transfer (in one  transaction or a series of related  transactions)  of
all, or substantially all, of the assets of the Company to an entity that is not
a wholly-owned subsidiary of the Company.

         (d)  In  the  event  of  an  acquisition  by  the  Company  of  another
corporation  where the Company assumes under the Plan outstanding  stock options
or similar obligations of such corporation, the number of Shares available under
the Plan shall be appropriately  increased to reflect the number of shares under
such options or other obligations assumed.


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         (e) Adjustments and determinations  under this Article 12 shall be made
by the Committee,  upon the advice of counsel,  whose  decisions shall be final,
binding and conclusive.


         13. TIME FOR GRANTING OPTIONS.  The date of grant of an Option shall be
the date on which the Committee makes the determination  granting such Option or
such later date as the Committee may specify.  Notice of the determination shall
be given to each  Employee to whom an Option is so granted  within a  reasonable
time after the date of such grant.

         14.  AMENDMENT AND TERMINATION OF THE PLAN AND OPTIONS.  Subject to the
provisions of this Article 14, the Plan may be amended, suspended,  discontinued
or terminated at any time by the Committee without the approval of the Company's
shareholders  in such respects as the  Committee may deem  advisable so that the
Plan  and/or  Options  may  conform  to any  changes  in the law or in any other
respect which the Committee may deem to be in the best interests of the Company,
other than any amendments  required to be approved by shareholders under (i) the
Canada Business  Corporation  Act, (ii) the rules of the securities  exchange or
Nasdaq on which the Common  Shares are listed,  or (iii)  Section  162(m) of the
Code, or any other requirement of applicable law or regulation. No Option may be
granted  during  any  suspension  or  discontinuance  of the Plan or  after  its
termination.  Amendments  to the Plan also  shall be  subject  to any  approvals
required under  applicable laws or regulations or under the applicable  rules of
any stock exchange or Nasdaq on which the Common Shares are listed. In addition,
subject  to the  provisions  of this  Article  14, the  Committee  may waive any
conditions or rights under,  or amend,  suspend,  discontinue or terminate,  any
Option and/or the terms of any corresponding Option agreement; provided, however
that the Committee  may amend any Option  and/or the terms of any  corresponding
Option  agreement  only  to the  extent  that  the  Option  and/or  such  Option
agreement,  as either may be amended,  could have been  granted  pursuant to the
Plan with such  amended  terms.  No amendment of an Option shall be deemed to be
the grant of a new Option for purposes of the Plan.  In addition,  no amendment,
suspension,  discontinuation  or  termination  of the Plan or any Option  shall,
without an Optionee's  consent,  impair any of such Optionee's  rights under any
Option theretofore granted to such Optionee.

         15. CONDITIONS UPON ISSUANCE OF SHARES.

         (a) Shares  shall not be issued  pursuant to the  exercise of an Option
unless the  exercise of such Option and the issuance and delivery of such Shares
pursuant  thereto shall comply with all relevant  provisions of law,  including,
without limitation,  the Canadian Business  Corporations Act, the Securities Act
(Quebec),  the Securities  Act of 1933, as amended,  the Exchange Act, the rules
and  regulations  promulgated  thereunder,  and the  requirements  of any  stock
exchange  upon  which the  Shares  may then be listed  or  Nasdaq,  and shall be
further  subject to the advice of counsel for the Company  with  respect to such
compliance. As a condition to the exercise of an Option, the Company may require
the  person  exercising  such  Option  to  complete  a  questionnaire  in a form
acceptable  to the Company and to make certain  representations  and  warranties
required or desirable (in the opinion of the Company or its counsel), including,
without  limitation,  any representations and warranties required by law, in the
opinion of counsel,  regarding  investment intent. If, in the opinion of counsel
for the Company,  such a representation is required by any of the aforementioned
relevant  provisions  of laws,  certificates  representing  Shares  issued  upon
exercise of the Option shall bear a legend  prohibiting  transfer of such Shares
unless,  in the opinion of such counsel,  such transfer is not inconsistent with
any of the requirements of any applicable  Canadian and United States securities
laws.

         (b) Inability of the Company to obtain  authority  from any  regulatory
body having jurisdiction,  which authority is deemed by the Company's counsel to


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<PAGE>

be necessary  to the lawful  issuance  and sale of any Shares  hereunder,  shall
relieve the Company of any liability in respect of failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

         (c) In the  event  that  any  Option  is  exercised  by the  executors,
administrators,  legatees or distributees of the estate of a deceased  Optionee,
the Company shall be under no obligation  to issue stock  thereunder  unless and
until the Company is satisfied that the person or persons  exercising the Option
are the duly appointed legal  representatives of the deceased  Optionee's estate
or the proper legatees or distributees thereof.

         16. OPTION  AGREEMENTS.  Options  shall be evidenced by written  Option
agreements in such form as the Committee shall approve from time to time.

         17.  SHAREHOLDER  APPROVAL.  The  effectiveness  of the  Plan  shall be
subject to approval by the  shareholders  of the  Company,  in a separate  vote,
within twelve (12) months after the date the Plan is adopted.  Such  shareholder
approval  shall  be  obtained,  at a duly  held  shareholders'  meeting,  by the
affirmative  vote of a  majority  of the votes  actually  cast,  in person or by
proxy,  at such meeting on a separate  proposal to approve the Plan. All Options
granted prior to shareholder  approval are granted  conditional upon shareholder
approval of the Plan,  except to the extent that any Option agreement  expressly
provides  for the  continuance  of the Options  granted  thereby  (as  non-plan,
nonqualified options) notwithstanding the termination of the Plan.

         18.  INDEMNIFICATION  OF COMMITTEE  MEMBERS.  In addition to such other
rights of  indemnification  as they may have members of the  Company's  Board of
Directors,  the members of the  Committee  shall be, to the extent  permitted by
applicable  law,  indemnified  by the Company  against,  and the  Company  shall
advance,  the  reasonable  expenses,  including  attorneys'  fees  actually  and
necessarily  incurred in  connection  with the  defense of any  action,  suit or
proceeding,  or in connection with any appeal  therein,  to which they or any of
them may be a party by reason of any action  taken or failure to act under or in
connection  with the Plan or any Option  granted  thereunder,  and  against  all
amounts paid by them in settlement thereof (provided such settlement is approved
to the  extent  required  by  and in the  manner  provided  by the  Articles  of
Incorporation  and Bylaws of the Company),  or paid by them in satisfaction of a
judgment in any such action,  suit or proceeding,  except in relation to matters
as to which it shall be adjudged in such action,  suit or  proceeding  that such
Committee  member  did not act in  good  faith  and in a  manner  he  reasonably
believed to be in the best  interests  of the  Company.  Within  sixty (60) days
after  institution of any such action,  suit or proceeding,  a Committee  member
shall notify the Company of the institution of the suit and grant to the Company
in writing the opportunity,  at its own expense,  to handle and defend the same.
Failure to provide  such notice and grant  shall,  at the option of the Company,
relieve the Company of the indemnification obligations set forth in this Article
18.

         19. OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect
any other share option or incentive  or other  compensation  plans in effect for
the Company or any Subsidiary or Parent, nor shall the Plan preclude the Company
from  establishing  any  other  forms of  incentive  or other  compensation  for
employees and directors of the Company or any Subsidiary or Parent.

         20. HEADINGS. Headings of Articles and Sections hereof are inserted for
convenience and reference; they constitute no part of the Plan.

         21.  RESERVATION OF SHARES.  The Company,  during the term of the Plan,
will at all times reserve and keep  available  such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

                                      - 9 -

<PAGE>


         22. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of Common  Shares  pursuant to Options  will be used for general  corporate
purposes.

         23. UNFUNDED PLAN. The Plan shall be unfunded. The Company shall not be
required  to  establish  any  special  or  separate  fund or to make  any  other
segregation  of assets to assure the  issuance  of Shares  under the Plan or the
payment of monies  under the Plan and the  issuance of Shares and the payment of
monies to  Optionees  under the Plan shall be  subordinate  to the claims of the
Company's general creditors.

         24. TAXES. The Company shall be entitled to withhold (or secure payment
from the Optionee in lieu of withholding) the amount of any withholding or other
tax  required by law to be withheld or paid by the Company  with  respect to any
Shares  issuable  under  such  Optionee's   Option,   or  upon  a  disqualifying
disposition of Shares  received  pursuant to the exercise of an Incentive  Stock
Option,  and the Company may defer issuance of Shares upon the grant or exercise
of an Option unless  indemnified to its  satisfaction  against any liability for
any such tax. The amount of such  withholding or tax payment shall be determined
by the Company and shall be payable by the  Optionee at such time as the Company
determines.  The Committee  may  prescribe in each Option  agreement one or more
methods  by  which  the  Optionee  will  be  permitted  to  satisfy  his  or her
withholding or tax obligation,  which methods may include,  without  limitation,
(i) the  payment of cash by the  Optionee  to the  Company,  (ii) the payment in
Common Shares already owned by Optionee,  based on the Fair Market Value of such
Common  Shares  on the date  that the  withholding  or tax  obligation  is to be
determined,  to satisfy  such  withholding  or tax  requirements,  and (iii) the
withholding  from the Option,  at the  appropriate  time,  of a number of Shares
sufficient, based upon the Fair Market Value of such Shares on the date that the
withholding or tax obligation is to be determined,  to satisfy such  withholding
or tax requirements.

         25.  INCENTIVE  STOCK  OPTIONS.  In the case of any  grant of an Option
intended to be an Incentive Stock Option,  whenever possible,  each provision in
the Plan and in any related Option  agreement  (other than those relating to the
exercise of Options following termination of employment) shall be interpreted in
such a manner as to  entitle  the  Optionee  to the tax  treatment  afforded  by
Section  422 of the Code and, if any such  provision  of the Plan or such Option
agreement  shall be held not to comply with  requirements  necessary  to entitle
such Option to such tax treatment,  then (a) such  provision  shall be deemed to
have  contained  from the outset such  language as shall be necessary to entitle
the Option to the tax treatment  afforded under Section 422 of the Code, and (b)
all other  provisions  of the Plan and the  Option  agreement  relating  to such
Option shall remain in full force and effect.  If any Option agreement  covering
an Option  designated by the Committee to be an Incentive Stock Option shall not
explicitly  include any terms required to entitle such Incentive Stock Option to
the tax treatment afforded by Section 422 of the Code (other than those relating
to the exercise of Options following termination of employment),  all such terms
shall be deemed implicit in the designation of such Option as an Incentive Stock
Option and the Option shall be deemed to have been  granted  subject to all such
terms.

         26. NO RIGHT TO OPTION;  NO RIGHT TO  EMPLOYMENT.  No employee or other
person shall have any claim or right to be granted an Option. The Plan shall not
confer upon any Optionee any right with respect to continuation of employment by
the Company or its  Subsidiaries  or Parent,  nor shall it  interfere in any way
with his  right or the  right of the  Company,  its  Subsidiaries  or  Parent to
terminate his employment at any time.

         27.  ACCEPTANCE OF PLAN. By accepting any Option or other benefit under
the Plan,  each Optionee,  for himself and for his successors,  assigns,  heirs,
beneficiaries  and personal  and legal  representatives,  shall be  conclusively
deemed to have indicated his acceptance and ratification of, and consent to, any

                                     - 10 -

<PAGE>

action  taken under the Plan by the Company,  the  Committee  and the  Company's
Board of Directors.

         28. OPTIONS NOT INCLUDABLE FOR BENEFIT  PURPOSES.  Income recognized by
an Optionee  pursuant to the provisions of the Plan shall not be included in the
determination  of benefits under any employee pension benefit plan (as such term
is defined in Section 3(2) of the  Employee  Retirement  Income  Security Act of
1974, as amended,  or the rules  thereunder) or group insurance or other benefit
plans  applicable to the Optionee  that are  maintained by the Company or any of
its  Subsidiaries,  except as may be  provided  under the terms of such plans or
determined by resolution of the Company's Board of Directors.

         29.  GOVERNING  LAW. The Plan and all  determinations  made and actions
taken  pursuant  to the Plan  shall  be  governed  by the  laws of the  State of
Delaware, except that the issuance of Shares by the Company upon the exercise of
Options shall be governed by the Canada Business Corporations Act.

         30. NO STRICT  CONSTRUCTION.  No rule of strict  construction  shall be
implied  against  the  Company,  the  Committee,  or  any  other  person  in the
interpretation  of any of the terms of the Plan,  any Option  granted  under the
Plan or any rule or procedure established by the Committee.

         31.  SEVERABILITY.  Whenever  possible,  each provision in the Plan and
every Option at any time  granted  under the Plan shall be  interpreted  in such
manner as to be effective and valid under  applicable  law, but if any provision
of the Plan or any Option at any time granted under the Plan shall be held to be
prohibited by or invalid under  applicable law, then (a) such provision shall be
deemed  amended to  accomplish  the  objectives  of the  provision as originally
written to the fullest extent  permitted by law and (b) all other  provisions of
the Plan and every other Option at any time granted  under the Plan shall remain
in full force and effect.


                                     - 11 -