EXHIBIT 10.42



                 FORM OF AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT

                  THIS AGREEMENT is made as of March 16, 2001,

BETWEEN:

               E*COMNETRIX  INC., a company duly  incorporated  under the Canada
               Business Corporations Act, having its registered office at 1100 -
               1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9

               (the "Company")

AND:
              ______________________________________________________________

               (the "Optionee")

               WHEREAS:

     A. By Incentive  Stock Option  Agreement  ___________________,  between the
Company and the Optionee,  (the "Option Agreement"),  the Company granted to the
Optionee the option to purchase all or any portion of ________ common  shares of
the Company  exercisable  on or before _____________ at the price of _______ per
share;

     B. The option granted  pursuant to the Option  Agreement has not been fully
exercised by the  Optionee and the parties now wish to further  amend the Option
Agreements  that for the balance of the option period the exercise price for the
optioned  shares  more  closely  approximates  the present  market  price of the
Company's common shares;

     NOW  THEREFORE  THIS  AGREEMENT  WITNESSES  THAT  in  consideration  of the
recitals,  the following  agreements,  the payment of One Dollar ($1.00) made by
each party to the other, and other good and valuable consideration,  the receipt
and  sufficiency of which is  acknowledged  by each party,  the parties agree as
follows:

     1.  Paragraph 2 of the Option  Agreement  be deleted and the  following  be
substituted therefore:

                  2. Grant of Option - The Company hereby grants to the Optionee
                  an option (the  "Option")  to  purchase  all or any portion of
                  _______  fully  paid  Shares  of the  Company  (the  "Optioned
                  Shares")  from  the  treasury  at the  price  of  US$0.50  per
                  Optioned Share, exercisable on or before the close of business
                  on _____________ (the "Expiry  Date").  Subject to paragraph 6
                  of this agreement, immediately following the close of business
                  on the Expiry Date,  the Option will expire and this agreement
                  will   terminate   and  be  of  no  further  force  or  effect
                  whatsoever.
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     2.  In  all  other  respects,  all  representations,   covenants,  clauses,
agreements,  provisions,  stipulations,  conditions,  powers, matters and things
whatsoever  contained  in the Option  Agreement  are ratified by the parties and
will remain in full force and effect.

     3. This  agreement and each of its terms and  provisions  will enure to the
benefit  of and be  binding  upon  the  parties  to  this  agreement  and  their
respective   heirs,   executors,   administrators,   personal   representatives,
successors and assigns.

     4.  This  agreement  may be  executed  in as  many  counterparts  as may be
necessary and by facsimile, each of such counterparts so executed will be deemed
to be an original and such  counterparts  together will  constitute  one and the
same instrument and notwithstanding the date of execution will be deemed to bear
the date as of the day and year first above written.

     IN WITNESS  WHEREOF this agreement has been executed as of the day and year
first above written.

E*COMNETRIX INC.

By:
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