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                                                                    EXHIBIT 10.1

                              PCSUPPORT.COM INC.

                   DIRECTORS, OFFICERS AND SENIOR MANAGEMENT
                               STOCK OPTION PLAN

1.   ESTABLISHMENT AND PURPOSE

     There is hereby established the PCsupport.com Inc. Directors, Officers and
Senior Management Stock Option Plan (the "Directors and Senior Management Plan"
or the "Plan"). The purpose of the Directors and Senior Management Plan is to
provide a means whereby PCsupport.com Inc., incorporated under the laws of the
state of Nevada (the "Company"), may, through the grant of options to purchase
common shares of the Company ("Shares") to directors, officers, consultants and
senior full-time and part-time employees of the Company and to companies
providing management services to the Company, attract and retain persons of
ability as directors, officers, consultants, senior full-time and part-time
employees and management services companies, and motivate such persons to exert
their best efforts on behalf of the Company and any subsidiary of the Company.
Persons shall be deemed to be "consultants" if they are under contract to
perform services for the Company, but are not employees of the Company. Persons
shall be deemed to be "part-time" employees of the Company if they are hired to
work on a regular basis, averaging less than 40 hours per week for operational
staff or less than 37.5 hours per week for clerical staff; or are hired for a
temporary assignment or for a specific project.

2.   NUMBER OF SHARES AVAILABLE UNDER THE PLAN

     The Company is hereby authorized to grant share purchase options
("Options") from time to time to directors, officers, consultants and full-time
and part-time employees of the Company or of any Subsidiary thereof to purchase
Shares and such shares are hereby conditionally allotted and shall be reserved
for issue upon exercise of Options, subject to adjustment as provided for in
paragraphs 4(h) and 4(i) and subject further to the limitations as to number and
other provisions herein set forth. If any Option shall terminate, expire or,
with the consent of the optionee, be cancelled as to any shares, a new Option
may thereafter be granted covering such Shares. The number of Shares available
for grant of Options under the Plan, subject to Options and reserved for
issuance pursuant to the Plan or subject to options or reserved for issuance
pursuant to any other employee share purchase or option plan of the Company, or
any proposed share compensation arrangements shall not at any time result in:

     a)   the number of Shares reserved for issuance pursuant to stock options
          granted to insiders exceeding 15% of the outstanding issue;

     b)   the issuance to insiders, within a one-year period, of a number of
          shares exceeding 15% of the outstanding issue; or
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     c)   the issuance to any individual, within a one-year period, of a number
          of shares exceeding 5% of the outstanding issue.

For the purposes of paragraphs 2(b) and 2(c), "outstanding issue" is determined
on the basis of the total number of Shares in the Company that are outstanding
immediately prior to the share issuance in question, excluding shares issued
pursuant to share compensation arrangements over the preceding one-year period.

For the purposes of paragraphs 2(a), 2(b) and 2(c), an entitlement granted prior
to the grantee becoming an insider will be excluded in determining the number of
shares issuable to insiders.

3.   ADMINISTRATION

     The Directors and Senior Management Plan shall be administered under the
supervision of the Board of Directors of the Company or by a duly appointed
executive committee of the Board of Directors (both of which are referred to
herein as the "Board").

     Subject to the provisions of the Directors and Senior Management Plan, the
Board shall have the power to (a) determine and designate from time to time
those directors, officers, consultants and senior full-time and part-time
employees of the Company or of any Subsidiary to whom Options are to be granted
and the number of Shares to be optioned to each of such director, officer,
consultant and senior full-time and part-time employee; and (b) determine the
time or times when, and the manner in which, each Option shall be exercisable
and the duration of the exercise period.

     An individual who has been granted an Option may, if he is otherwise
eligible, be granted an additional option or options under the Directors and
Senior Management Plan or any other option or purchase plans of the Company if
the Board shall so determine.

     The Board may interpret the Directors and Senior Management Plan,
prescribe, amend and rescind any rules and regulations necessary or appropriate
for the administration of the Directors and Senior Management Plan, and make
such other determinations and take such other action as it deems necessary or
advisable. Without limiting the generality of the foregoing sentence, the Board
may, in its discretion, treat all or any portion of any period during which an
optionee is on an approved leave of absence from the Company or a Subsidiary as
a period of employment or directorship of such optionee by the Company or such
Subsidiary, as the case may be, for the purpose of accrual of his rights under
his Option. Any interpretation, determination or other action made or taken by
the Board shall be final, binding and conclusive.

4.   TERMS AND CONDITIONS

     Each Option shall be evidenced by an agreement (a "Stock Option
Agreement"), in form approved by the Board, which shall be subject to the
following express terms and conditions and to such other terms and conditions as
the Board may deem appropriate.
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     a)   Option Period. Each Option Agreement shall specify the period for
          which the Option granted thereunder is exercisable (which in no event
          shall exceed five years from the date of grant) and shall provide that
          the Option shall expire at the end of such period.

     b)   Option Price. The option price per Share shall be determined by the
          Board at the time any Option is granted, provided:

          i)   if the Shares are listed for trading on a public stock exchange,
               the minimum exercise price per Share shall be the average market
               price for the twenty trading days immediately preceding the day
               on which the Option is granted; and

          ii)  if the Shares are not listed for trading on a public stock
               exchange, the minimum exercise price per Share shall be the fair
               value of the Shares as at the day the Option is granted, as
               determined by the Board.

     c)   Payment of Purchase Price Upon Exercise. The purchase price of the
          Shares issued on exercise of an Option shall be paid in cash or
          certified cheque to the Company at the time of exercise.

     d)   Death or Termination of Employment. If:

          i)   an optionee shall die while (A) an employee of the Company or of
               a Subsidiary or a director of the Company, or (B) within 30 days
               after termination of his employment with the Company or a
               Subsidiary or his directorship in the Company in accordance with
               clause (ii), his Option may be exercised, to the extent that the
               optionee shall have been entitled to do so at the date of death,
               by the person or persons to whom the optionee's rights under the
               Option pass by will or applicable law, or if no such person has
               such right, by his executors or administrators, at any time, or
               from time to time, within one year of the date of death, but in
               any event not later than the expiration date specified in
               accordance with subparagraph 4(a); and

          ii)  an optionee's employment by the Company or a Subsidiary or his
               directorship in the Company shall terminate for any reason
               whosoever, he may exercise his Option, to the extent that he may
               be entitled to do so at the date of the termination of his
               employment, or directorship, at any time, or from time to time,
               within 30 days of the date of termination of his employment, or
               directorship, but in any event not later than the expiration date
               specified in accordance with subparagraph 4(a).

     e)   Non-transferability. No Option shall be transferable other than by
          will or by the laws of descent and distribution. During the lifetime
          of an optionee, an Option shall be exercisable only by him.
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     f)   Qualification. Each Option shall be subject to the requirement that if
          at any time the Board shall determine, in its discretion, that the
          registration, qualification or other approval of or in connection with
          the Directors and Senior Management Plan or the Shares covered thereby
          is necessary or desirable under any provincial, state or federal law,
          then such Option may not be exercisable, in whole or in part, unless
          and until such registration, qualification or approval shall have been
          obtained free of any condition not acceptable to the Board. The
          optionee shall, to the extent applicable, cooperate with the Company
          in relation thereto and shall have no claim or cause of action against
          the Company or any of its officers or directors as a result of any
          failure by the Company to take any steps to obtain any such
          registration, qualification or approval. The grant of Options and the
          issuance of Shares under the Directors and Senior Management Plan
          shall be carried out in compliance with all applicable statutes,
          regulations of governmental authorities and applicable stock
          exchanges.

     g)   Adjustments in Event of Change in Shares. In the event of a change in
          the Shares by reason of any stock dividend, recapitalization,
          reorganization, merger, consolidation, subdivision, combination,
          exchange of shares or any similar change affecting the Shares, the
          number and kind of Shares which thereafter may be optioned and sold
          under the Directors and Senior Management Plan and the number and kind
          of Shares subject to option in outstanding option agreements and the
          purchase price per Share thereof shall be appropriately adjusted
          consistent with such change in such manner as the Board may deem
          equitable and prevent substantial dilution or enlargement of the
          rights granted to, or available for, participants in the Directors and
          Senior Management Plan.

     h)   Amalgamation or Merger. If the Company amalgamates or merges with any
          other company or companies by way of arrangement, sale of its assets
          and undertakings or otherwise, the Company shall ensure that all
          Options then outstanding will be allowed to be carried forward
          following such event of amalgamation or merger and that each optionee
          shall have an election:

               (A)  to carry his Option forward and the number of shares in the
                    corporation resulting from such amalgamation or merger which
                    are under Option shall be the number of shares in such
                    corporation which the optionee would have received if he had
                    exercised his Option in full prior to the date of such
                    amalgamation or merger and the purchase price of such
                    corporation shall be appropriately set; or

               (B)  to exercise his Option in full prior to the date of such
                    amalgamation or merger notwithstanding any provision of the
                    particular Option agreement entered into by such optionee
                    relating to the timing of exercise of the shares held under
                    such Option.

     i)   Control Change. If there is a Control Change then the Company will
          forthwith notify all optionees in writing of such fact and each
          optionee shall have the right
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          to either (A) exercise any Options then outstanding but not vested in
          accordance with the terms of the applicable Stock Option Agreement
          within the ten day period following the Control Change notwithstanding
          any provision of the applicable Stock Option agreement entered into by
          such optionee relating to the timing of exercise of the Options or (B)
          not exercise any Options then outstanding but carry his Option forward
          in accordance with all the terms of the Plan and the applicable Stock
          Option Agreement.

          For purposes of this section:

          "Control Change" means the occurrence of both:

          (A)  the acquisition or continuing ownership of securities
               ("Convertible Securities") convertible into, exchangeable for or
               representing the right to acquire shares of the Company and/or
               shares of the Company as a result of which a person, group of
               persons or person acting jointly or in concert, or persons
               associated or affiliated within the meaning of the statute under
               which the Company is incorporated with any such person, group of
               persons or any of such persons acting jointly or in concert
               (collectively, "Acquirors"), beneficially own shares of the
               Company and/or Convertible Securities such that, assuming only
               the conversion, exchange or exercise of Convertible Securities
               beneficially owned by the Acquirors, the Acquirors would
               beneficially own shares that would entitle the holders thereof to
               cast more than 20% of the votes attaching to all shares in the
               capital of the Company that may be cast to elect Directors of the
               Company; and

          (B)  the exercise of the voting power of all or any such shares so as
               to cause or result in the election of two or more directors of
               the Company who were not Incumbent Directors.

          "Incumbent Director" means any member of the Board of Directors of the
          Company who was a member of the Board of Directors of the Company
          immediately prior to a Control Change and any successor to an
          Incumbent Director who was recommended or elected or appointed to
          succeed any Incumbent Director by the affirmative vote of the
          Directors when that affirmative vote includes the affirmative vote of
          a majority of the Incumbent Directors then on the Board of Directors
          of the Company.

     j)   Liquidation. In the event the Board shall adopt a plan of complete
          liquidation, all Options shall become immediately exercisable in full,
          notwithstanding that they were initially granted on an installment
          basis.

     k)   No Rights as Shareholder. No optionee shall have any rights as a
          shareholder with respect to any shares subject to his Option prior to
          the date of issuance to him of a certificate or certificates for such
          Shares.
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     l)   No Rights to Continued Employment. The Directors and Senior Management
          Plan and any Option granted under the Directors and Senior Management
          Plan shall not confer upon any optionee any right with respect to
          continuance of employment by the Company or any Subsidiary, nor shall
          they interfere in any way with the right of the Company or any
          Subsidiary by which an optionee is employed to terminate his
          employment at any time in accordance with applicable law.

5.   AMENDMENT AND DISCONTINUANCE

     The Board may from time to time amend (subject to regulatory approval)
suspend, terminate or discontinue the Directors and Senior Management Plan.
Without the written consent of an optionee, no amendment or suspension of the
Directors and Senior Management Plan shall alter or impair any Option granted to
him under the Directors and Senior Management Plan.

6.   PROCEEDS FROM SALE OF SHARES

     Any cash proceeds from the sale of Shares issued upon exercise of the
Options shall be added to the general funds of the Company and shall thereafter
be used from time to time for such corporate purposes as the Board may
determine.

7.   GENDER

     Wherever the masculine is used herein it will be deemed to include the
feminine.