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                                                                     EXHIBIT 4.1


                           ACTIVE IQ TECHNOLOGIES INC.

                         2000 DIRECTOR STOCK OPTION PLAN


         1. PURPOSE. The purpose of the activeIQ Technologies Inc. 2000 Director
Stock Option Plan (the "Plan") is to advance the interests of activeIQ
Technologies Inc. (the "Company") and its shareholders by encouraging share
ownership by members of the Board of Directors of the Company (the "Board") who
are not employees of the Company or any of its subsidiaries, in order to promote
long-term shareholder value through continuing ownership of the Company's common
stock.

         2. ADMINISTRATION. The plan shall be administered by the Board. The
Board shall have all the powers vested in it by the terms of the Plan, such
powers to include authority (within the limitations described herein) to
prescribe the form of the agreement embodying awards of nonqualified stock
options made under the Plan ("Options"). The Board shall, subject to the
provisions of the Plan, grant Options under the Plan and shall have the power to
construe the Plan, to determine all questions arising thereunder and to adopt
and amend such rules and regulations for the administration of the Plan as it
may deem desirable. Any decisions of the Board in the administration of the
Plan, as described herein, shall be final and conclusive. The Board may act only
by a majority of its members in office, except that the members thereof may
authorize any one or more of their number or any other officer of the Company to
execute and deliver documents on behalf of the Board. No member of the Board
shall be liable for anything done or omitted to be done by him or by any other
member of the Board in connection with the Plan, except for his own willful
misconduct or as expressly provided by statute.

         3. PARTICIPATION. Each member of the Board who is not an employee of
the Company or any of its subsidiaries (a "Non-Employee Director") shall be
eligible to receive an Option in accordance with Paragraph 5 below.

         4. AWARDS UNDER THE PLAN.

         (a) Awards under the Plan shall include only Options, which are rights
to purchase common stock of the Company, having $.01 par value (the "Common
Stock"). Such Options are subject to the terms, conditions and restrictions
specified in Paragraph 5 below.

         (b) There may be issued under the Plan pursuant to the exercise of
Options an aggregate of not more than 250,000 shares of Common Stock, subject to
adjustment as provided in Paragraph 6 below. If any Option is canceled,
terminates or expires unexercised, in whole or in part, any shares of Common
Stock that would otherwise have been issuable pursuant thereto will be available
for issuance under new Options.

          (c) A Non-Employee Director to whom an Option is granted (and any
person succeeding to such a Non-Employee Director's rights pursuant to the Plan)
shall have no rights as a shareholder with respect to any Common Stock issuable
pursuant to any such Option until the date of the issuance of a stock
certificate to him for such shares. Except as provided in Paragraph 6 below, no
adjustment shall be made for dividends, distributions or other rights (whether
ordinary or extraordinary, and whether in cash, securities or other property)
for which the record date is prior to the date such stock certificate is issued.

         5. NONQUALIFIED STOCK OPTIONS. Each Option granted under the Plan shall
be evidenced by an agreement in such form as the Board shall prescribe from time
to time in accordance with the Plan and shall comply with the following terms
and conditions:




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         (a) The Option exercise price shall be the "Fair Market Value" (as
herein defined) of the Common Stock subject to such Option on the date the
Option is granted. Fair Market Value shall be, unless otherwise expressly
provided in this Plan, be the amount which the Committee determines in good
faith to be 100% of the fair market value of such a share as of the date in
question; provided, however, that notwithstanding the foregoing, if such shares
are listed on a U.S. securities exchange or are quoted on the Nasdaq National
Market System or Nasdaq SmallCap Stock Market ("Nasdaq"), then Fair Market Value
shall be determined by reference to the last sale price of a share of Common
Stock on such U.S. securities exchange or Nasdaq on the applicable date. If such
U.S. securities exchange or Nasdaq is closed for trading on such date, or if the
Common Stock does not trade on such date, then the last sale price used shall be
the one on the date the Common Stock last traded on such U.S. securities
exchange or Nasdaq, but in no event will such Option exercise price be less than
the par value of the Common Stock.

         (b) The Board shall determine the number of shares of Common Stock
subject to each Option granted to Non-Employee Directors and, subject to Section
5(d) hereof, the vesting schedule of each such Option. Notwithstanding the
foregoing, once such Options become outstanding, a Non-Employee Director will
still be entitled to the anti-dilution adjustments provided for in Section 6
hereof.

         (c) The Option shall not be transferable by the optionee otherwise than
by will or the laws of descent and distribution, and shall be exercisable during
his lifetime only by him.

         (d)      Options shall not be exercisable:

                  (i) except pursuant to the vesting schedule established by the
         Board of Directors and after the expiration of ten years from the date
         it is granted. Notwithstanding anything to the contrary herein, an
         Option shall automatically become immediately exercisable in full: (i)
         upon the removal of the Non-Employee Director from the Board without
         cause; or (ii) in the event of a "change in control" of the Company. A
         "change in control" shall be defined as any of the following events:

                  (A)      any person or group of persons becomes the beneficial
                           owner of 30% or more of any equity security of the
                           Company entitled to vote for the election of
                           directors; or

                  (B)      a majority of the members of the Board of Directors
                           of the Company is replaced within the period of less
                           than two years by directors not nominated and
                           approved by the Board of Directors; or

                  (C)      the shareholders of the Company approve the sale or
                           other disposition of all or substantially all of the
                           Company's assets (including a plan of liquidation);
                           or

                  (D)      the shareholders of the Company approve the
                           reorganization, merger or consolidation of the
                           Company or a statutory exchange of outstanding voting
                           securities of the Company, unless, immediately
                           following such reorganization, merger, consolidation
                           or exchange, all or substantially all of the persons
                           who were the beneficial owners, respectively, of
                           voting securities and Common Stock of the Company
                           immediately prior to such reorganization, merger,
                           consolidation or exchange beneficially own, directly
                           or indirectly, more than 50% of, respectively, the
                           combined voting power of the then outstanding voting
                           securities entitled to vote generally in the election
                           of directors and the then outstanding shares of
                           common stock, as the case may be, of the corporation
                           resulting from such reorganization, merger,
                           consolidation or exchange in substantially the same
                           proportions as their ownership, immediately prior to
                           such reorganization, merger, consolidation or
                           exchange, of the voting securities and Common Stock
                           of the Company, as the case may be.




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                  (ii) unless payment in full is made for the shares of Common
         Stock being acquired thereunder at the time of exercise, such payment
         shall be made in United States dollars by cash or check, or in lieu
         thereof, by tendering to the Company Common Stock owned by the person
         exercising the Option and having a Fair Market Value equal to the cash
         exercise price applicable to such Option, or by a combination of United
         States dollars and Common Stock as aforesaid; and

                  (iii) unless the person exercising the Option has been at all
         times during the period beginning with the date of grant of the Option
         and ending on the date of such exercise, a Non-Employee Director of the
         Company, except that

                           (A)      if such person shall cease to be such a
                                    Non-Employee Director for reasons other than
                                    death, while holding an Option that has not
                                    expired and has not been fully exercised,
                                    such person may, at any time within three
                                    years of the date he ceased to be a
                                    Non-Employee Director (but in no event after
                                    the Option has expired under the provisions
                                    of subparagraph 5(d)(i) above), exercise the
                                    Option with respect to any Common Stock as
                                    to which he could have exercised on the date
                                    he ceased to be such a Non-Employee
                                    Director; or

                           (B)      if any person to whom an Option has been
                                    granted shall die holding an Option that has
                                    not expired and has not been fully
                                    exercised, his executors, administrators,
                                    heirs or distributees, as the case may be,
                                    may, at any time within one year after the
                                    date of such death (but in no event after
                                    the Option has expired under the provisions
                                    of subparagraph 5(d)(i) above), exercise the
                                    Option with respect to any shares subject to
                                    the Option.

         6. DILUTION AND OTHER ADJUSTMENTS. In the event of any change in the
outstanding Common Stock of the Company by reason of any stock split, stock
dividend, split-up, split-off, spin-off, recapitalization, merger,
consolidation, rights offering, reorganization, combination or exchange of
shares, a sale by the Company of substantially all of its assets, any
distribution to shareholders other than a normal cash dividend, or other
extraordinary or unusual event, the number or kind of shares that may be issued
under the Plan pursuant to subparagraph 4(b) above, and the number or kind of
shares subject to, and the Option price per share under, all outstanding Options
shall be automatically adjusted so that the proportionate interest of the
participant shall be maintained as before the occurrence of such event; such
adjustment in outstanding Options shall be made without change in the total
Option exercise price applicable to the unexercised portion of such Options and
with a corresponding adjustment in the Option exercise price per share, and such
adjustment shall be conclusive and binding for all purposes of the Plan.

         7. MISCELLANEOUS PROVISIONS.

         (a) Except as expressly provided for in the Plan, no Non-Employee
Director or other person shall have any claim or right to be granted an Option
under the Plan. Neither the Plan nor any action taken hereunder shall be
construed as giving any Non-Employee Director any right to be retained in the
service of the Company.

         (b) A participant's rights and interest under the Plan may not be
assigned or transferred, hypothecated or encumbered in whole or in part either
directly or by operation of law or otherwise (except in the event of a
participant's death, by will or the laws of descent and distribution),
including, but not by way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner,



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and no such right or interest of any participant in the Plan shall be subject to
any obligation or liability of such participant.

         (c) Common Stock shall not be issued hereunder unless counsel for the
Company shall be satisfied that such issuance will be in compliance with
applicable federal, state, local and foreign securities, securities exchange and
other applicable laws and requirements.

         (d) It shall be a condition to the obligation of the Company to issue
Common Stock upon exercise of an Option, that the participant (or any
beneficiary or person entitled to act under subparagraph 5(d)(iii)(B) above) pay
to the Company, upon its demand, such amount as may be requested by the Company
for the purpose of satisfying any liability to withhold federal, state, local or
foreign income or other taxes. If the amount requested is not paid, the Company
may refuse to issue such Common Stock.

         (e) The expenses of the Plan shall be borne by the Company.

         (f) By accepting any Option or other benefit under the Plan, each
participant and each person claiming under or through him shall be conclusively
deemed to have indicated his acceptance and ratification of, and consent to, any
action taken under the Plan by the Company or the Board.

         (g) The appropriate officers of the Company shall cause to be filed any
reports, returns or other information regarding Options hereunder or any Common
Stock issued pursuant hereto as may be required by Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, or any other applicable statute,
rule or regulation.

         8. AMENDMENT OR DISCONTINUANCE. The Plan may be amended at any time and
from time to time by the Board as the Board shall deem advisable; provided,
however, that no amendment shall become effective without shareholder approval
if such shareholder approval is required by law, rule or regulation, and in no
event shall the Plan be amended more than once every six months, other than to
comport with changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act or the rules thereunder. No amendment of
the Plan shall materially and adversely affect any right of any participant with
respect to any Option theretofore granted without such participant's written
consent.

         9. TERMINATION. This Plan shall terminate upon the earlier of the
following dates or events to occur upon the adoption of a resolution of the
Board terminating the Plan or ten years from the date the Plan is initially
approved and adopted by the shareholders of the Company. No termination of the
Plan shall materially and adversely affect any of the rights or obligations of
any person, without his consent, under any Option theretofore granted under the
Plan.

         10. EFFECTIVE DATE OF PLAN. The Plan will become effective on the date
that it is approved by the Board.




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