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                                                               EXHIBIT 10.10(a)
 
                              VENTURE SEISMIC LTD.
 
                       1995 STOCK OPTION PLAN, AS AMENDED
 
1.   PURPOSE.
 
     The purpose of this plan (the "Plan") is to secure for VENTURE SEISMIC LTD.
(the "Company") and its shareholders the benefits arising from capital stock
ownership by employees, officers and directors of, and consultants or advisors
to, the Company and its subsidiary corporations who are expected to contribute
to the Company's future growth and success. Those provisions of the Plan which
make express reference to Section 422 shall apply only to Incentive Stock
Options (as that term is defined in the Plan).
 
2.   TYPE OF OPTIONS AND ADMINISTRATION.
 
     (a)  Types of Options.  Options granted pursuant to the Plan shall be
          authorized by action of the Board of Directors of the Company (or a
          committee designated by the Board of Directors, the "Committee") and
          may be either incentive stock options ("Incentive Stock Options")
          meeting the requirements of Section 422 of the United States Internal
          Revenue Code of 1986, as amended or replaced from time to time (the
          "Code") or non-statutory options which are not intended to meet the
          requirements of Section 422 of the Code.
 
     (b)  Administration.  The Plan will be administered by the Board of
          Directors or the Committee, whose construction and interpretation of
          the terms and provisions of the Plan shall be final and conclusive.
          The delegation of powers to the Committee shall be consistent with
          applicable laws or regulations (including, without limitation,
          applicable state law and Rule 16b-3 promulgated under the United
          States Securities Exchange Act of 1934 (the "Exchange Act"), or any
          successor rule ("Rule 16b-3")). The Board of Directors or the
          Committee may in its sole discretion grant options to purchase the
          Company's Common Shares, no par value ("Common Shares"), and issue
          shares upon exercise of such options as provided in the Plan. The
          Board of Directors or the Committee shall have authority, subject to
          the express provisions of the Plan, to construe the respective option
          agreements and the Plan, to prescribe, amend and rescind rules and
          regulations relating to the Plan, to determine the terms and
          provisions of the respective option agreements, which need not be
          identical, and to make all other determinations in the judgment of the
          Board of Directors or the Committee necessary or desirable for the
          administration of the Plan. The Board of Directors or the Committee
          may correct any defect or supply any omission or reconcile any
          inconsistency in the Plan or in any option agreement in the manner and
          to the extent it shall deem expedient to carry the Plan into effect
          and it shall be the sole and final judge of such expediency. No
          director or person acting pursuant to authority delegated by the Board
          of Directors or the Committee shall be liable for any action or
          determination under the Plan made in good faith. Subject to adjustment
          as provided in Section 15 below, the aggregate number of shares of
          Common Stock that may be subject to Options granted to any person in a
          calendar year shall not exceed 135,000 shares or 30% of the maximum
          number of shares which may be issued and sold under the Plan, as set
          forth in Section 4 hereof, as such section may be amended from time to
          time.
 
     (c)  Applicability of Rule 16b-3.  Those provisions of the Plan which make
          express reference to Rule 16b-3 shall apply to the Company only at
          such time as the Company's Common Stock is registered under the
          Exchange Act, subject to the last sentence of Section 3(b), and then
          only to such persons as are required to file reports under Section
          16(a) of the Exchange Act (a "Reporting Person").
 
3.   ELIGIBILITY.
 
     (a)  General.  Options may be granted to persons who are, at the time of
          grant, employees, officers or directors of, or consultants or advisors
          to, the Company or any subsidiaries of the Company as defined in
          Sections 424(e) and 424(f) of the Code ("Participants") provided, that
          Incentive Stock
 
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          Options may only be granted to individuals who are employees of the
          Company (within the meaning of Section 3401(c) of the Code). A person
          who has been granted an option may, if he or she is otherwise
          eligible, be granted additional options if the Board of Directors or
          the Committee shall so determine.
 
     (b)  Grant of Options to Reporting Persons. The selection of a director or
          an officer who is a Reporting Person (as the terms "director" and
          "officer" are defined for purposes of Rule 16b-3) as a recipient of an
          option, the timing of the option grant, the exercise price of the
          option and the number of shares subject to the option shall be
          determined either (i) by the Board of Directors, (ii) by a committee
          consisting of two or more directors having full authority to act in
          the matter, or (iii) pursuant to provisions for automatic grants set
          forth in Section 3(c) below.
 
     (c)  Directors' Options. Directors of the Company who are not employees of
          the Company ("Eligible Directors") will receive an option ("Director
          Option") to purchase 5,000 Common Shares on the date that such person
          is first elected or appointed a director ("Initial Director Option").
          Commencing on the day immediately following the date of the annual
          meeting of stockholders for the Company's fiscal year ending September
          30, 1996, each Eligible Director will receive an automatic grant
          ("Automatic Grant") of a Director Option to purchase 1,000 Common
          Shares, other than Eligible Directors who received an Initial Director
          Option since the most recent Automatic Grant, on the day immediately
          following the date of each annual meeting of stockholders, as long as
          such director is a member of the Board of Directors. The exercise
          price for each share subject to a Director Option shall be equal to
          the fair market value of the Common Shares on the date of grant.
          Director Options shall become exercisable in four equal annual
          installments commencing one year from the date the option is granted
          and will expire the earlier of 10 years after the date of grant or 90
          days after the termination of the director's service on the Board.
 
4.   STOCK SUBJECT TO PLAN.
 
     The stock subject to options granted under the Plan shall be authorized but
unissued or reacquired Common Shares. Subject to adjustment as provided in
Section 15 below, the maximum number Common Shares of the Company which may be
issued and sold under the Plan is 450,000 shares. If an option granted under the
Plan shall expire, terminate or is cancelled for any reason without having been
exercised in full, the unpurchased shares subject to such option shall again be
available for subsequent option grants under the Plan.
 
5.   FORMS OF OPTION AGREEMENTS.
 
     As a condition to the grant of an option under the Plan, each recipient of
an option shall execute an option agreement in such form not inconsistent with
the Plan as may be approved by the Board of Directors. Such option agreements
may differ among recipients.
 
6.   PURCHASE PRICE.
 
     (a)  General.  The purchase price per share of stock deliverable upon the
          exercise of an option shall be determined by the Board of Directors or
          the Committee at the time of grant of such option; provided, however,
          that in the case of an Incentive Stock Option, the exercise price
          shall not be less than 100% of the Fair Market Value (as hereinafter
          defined) of such stock, at the time of grant of such option, or less
          than 110% of such Fair Market Value in the case of options described
          in Section 11(b). "Fair Market Value" of a share of Common Stock of
          the Company as of a specified date for the purposes of the Plan shall
          mean the closing price of a Common Share on the principal securities
          exchange (including the Nasdaq National Market) on which such shares
          are traded on the day immediately preceding the date as of which Fair
          Market Value is being determined, or on the next preceding date on
          which such shares are traded if no shares were traded on such
          immediately preceding day, or if the shares are not traded on a
          securities exchange, Fair Market Value shall be deemed to be the
          average of the high bid and low asked prices of the shares in the
 
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          over-the-counter market on the day immediately preceding the date as
          of which Fair Market Value is being determined or on the next
          preceding date on which such high bid and low asked prices were
          recorded. If the shares are not publicly traded, Fair Market Value of
          a Common Share (including, in the case of any repurchase of shares,
          any distributions with respect thereto which would be repurchased with
          the shares) shall be determined in good faith by the Board of
          Directors or the Committee. In no case shall Fair Market Value be
          determined with regard to restrictions other than restrictions which,
          by their terms, will never lapse.
 
     (b)  Payment of Purchase Price.  Options granted under the Plan may provide
          for the payment of the exercise price by delivery of cash or a check
          to the order of the Company in an amount equal to the exercise price
          of such options, or by any other means which the Board of Directors or
          the Committee determines are consistent with the purpose of the Plan
          and with applicable laws and regulations (including, without
          limitation, the provisions of Rule 16b-3 and Regulation T promulgated
          by the Federal Reserve Board if applicable).
 
7.   OPTION PERIOD.
 
     Subject to earlier termination as provided in the Plan, each option and all
rights thereunder shall expire on such date as determined by the Board of
Directors or the Committee and set forth in the applicable option agreement,
provided, that such date shall not be later than (10) ten years after the date
on which the option is granted.
 
8.   EXERCISE OF OPTIONS.
 
     Each option granted under the Plan shall be exercisable either in full or
in installments at such time or times and during such period as shall be set
forth in the option agreement evidencing such option, subject to the provisions
of the Plan. Subject to the requirements in the immediately preceding sentence,
if an option is not at the time of grant immediately exercisable, the Board of
Directors may (i) in the agreement evidencing such option, provide for the
acceleration of the exercise date or dates of the subject option upon the
occurrence of specified events, and/or (ii) at any time prior to the complete
termination of an option, accelerate the exercise date or dates of such option.
 
9.   NONTRANSFERABILITY OF OPTIONS.
 
     No option granted under this Plan shall be assignable or otherwise
transferable by the optionee except 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, or the rules
thereunder, if applicable. An option may be exercised during the lifetime of the
optionee only by the optionee. In the event an optionee dies during his
employment by the Company or any of its subsidiaries, or during the three-month
period following the date of termination of such employment, his option shall
thereafter be exercisable, during the period specified in the option agreement,
by his executors or administrators to the full extent to which such option was
exercisable by the optionee at the time of his death during the periods set
forth in Section 10 or 11(d).
 
10. EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.
 
     Except as provided in Section 11(d) with respect to Incentive Stock Options
and except as otherwise determined by the Committee at the date of grant of an
Option, and subject to the provisions of the Plan, an optionee may exercise an
option at any time within three months following the termination of the
optionee's employment or other relationship with the Company or within one (1)
year if such termination was due to the death or disability of the optionee but,
except in the case of the optionee's death, in no event later than the
expiration date of the Option. If the termination of the optionee's employment
is for cause or is otherwise attributable to a breach by the optionee of an
employment or confidentiality or non-disclosure agreement, the option shall
expire immediately upon such termination. The Board of Directors shall have the
power to determine what constitutes a termination for cause or a breach of an
employment or confidentiality or non-
 
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disclosure agreement, whether an optionee has been terminated for cause or has
breached such an agreement, and the date upon which such termination for cause
or breach occurs. Any such determinations shall be final and conclusive and
binding upon the optionee.
 
11. INCENTIVE STOCK OPTIONS.
 
     Options granted under the Plan which are intended to be Incentive Stock
Options shall be subject to the following additional terms and conditions:
 
     (a)  Express Designation.  All Incentive Stock Options granted under the
          Plan shall, at the time of grant, be specifically designated as such
          in the option agreement covering such Incentive Stock Options.
 
     (b)  10% Shareholder.  If any employee to whom an Incentive Stock Option is
          to be granted under the Plan is, at the time of the grant of such
          option, the owner of stock possessing more than 10% of the total
          combined voting power of all classes of stock of the Company (after
          taking into account the attribution of stock ownership rules of
          Section 424(d) of the Code), then the following special provisions
          shall be applicable to the Incentive Stock Option granted to such
          individual:
 
          (i)   The purchase price per Common Share subject to such Incentive
                Stock Option shall not be less than 110% of the Fair Market 
                Value of one Common Share at the time of grant; and
 
          (ii)  the option exercise period shall not exceed five years from the
                date of grant.
 
     (c)  Dollar Limitation.  For so long as the Code shall so provide, options
          granted to any employee under the Plan (and any other incentive stock
          option plans of the Company) which are intended to constitute
          Incentive Stock Options shall not constitute Incentive Stock Options
          to the extent that such options, in the aggregate, become exercisable
          for the first time in any one calendar year for Common Shares with an
          aggregate Fair Market Value, as of the respective date or dates of
          grant, of more than $100,000.
 
     (d)  Termination of Employment, Death or Disability.  No Incentive Stock
          Option may be exercised unless, at the time of such exercise, the
          optionee is, and has been continuously since the date of grant of his
          or her option, employed by the Company, except that:
 
            (i)  an Incentive Stock Option may be exercised within the period of
                 three months after the date the optionee ceases to be an
                 employee of the Company (or within such lesser period as may be
                 specified in the applicable option agreement), provided, that
                 the agreement with respect to such option may designate a
                 longer exercise period and that the exercise after such
                 three-month period shall be treated as the exercise of a
                 non-statutory option under the Plan;
 
           (ii)  if the optionee dies while in the employ of the Company, or
                 within three months after the optionee ceases to be such an
                 employee, the Incentive Stock Option may be exercised by the
                 person to whom it is transferred by will or the laws of descent
                 and distribution within the period of one year after the date
                 of death (or within such lesser period as may be specified in
                 the applicable option agreement); and
 
          (iii)  if the optionee becomes disabled (within the meaning of Section
                 22(e)(3) of the Code or any successor provisions thereto) while
                 in the employ of the Company, the Incentive Stock Option may be
                 exercised within the period of one year after the date the
                 optionee ceases to be such an employee because of such
                 disability (or within such lesser period as may be specified in
                 the applicable option agreement).
 
     For all purposes of the Plan and any option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations). Notwithstanding the
foregoing provisions, no Incentive Stock Option may be exercised after its
expiration date.
 
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12. ADDITIONAL PROVISIONS.
 
     (a)  Additional Option Provisions.  The Board of Directors or the Committee
          may, in its sole discretion, include additional provisions in option
          agreements covering options granted under the Plan, including without
          limitation restrictions on transfer, repurchase rights, rights of
          first refusal, commitments to pay cash bonuses, to make, arrange for
          or guaranty loans or to transfer other property to optionees upon
          exercise of options, or such other provisions as shall be determined
          by the Board of Directors or the Committee; provided, that such
          additional provisions shall not be inconsistent with any other term or
          condition of the Plan and such additional provisions shall not cause
          any Incentive Stock Option granted under the Plan to fail to qualify
          as an Incentive Stock Option within the meaning of Section 422 of the
          Code.
 
     (b)  Acceleration, Extension, Etc.  The Board of Directors or the Committee
          may, in its sole discretion, (i) accelerate the date or dates on which
          all or any particular option or options granted under the Plan may be
          exercised or (ii) extend the dates during which all, or any
          particular, option or options granted under the Plan may be exercised;
          provided, however, that no such extension shall be permitted if it
          would cause the Plan to fail to comply with Section 422 of the Code or
          with Rule 16b-3 (if applicable).
 
13. GENERAL RESTRICTIONS.
 
     (a)  Investment Representations.  The Company may require any person to
          whom an Option is granted, as a condition of exercising such option or
          award, to give written assurances in substance and form satisfactory
          to the Company to the effect that such person is acquiring the Common
          Shares subject to the option, for his or her own account for
          investment and not with any present intention of selling or otherwise
          distributing the same, and to such other effects as the Company deems
          necessary or appropriate in order to comply with federal and
          applicable state securities laws, or with covenants or representations
          made by the Company in connection with any public offering of its
          Common Shares, including any "lock-up" or other restriction on
          transferability.
 
     (b)  Compliance With Securities Law.  Each Option shall be subject to the
          requirement that if, at any time, counsel to the Company shall
          determine that the listing, registration or qualification of the
          shares subject to such option or award upon any securities exchange or
          automated quotation system or under any state or federal law, or the
          consent or approval of any governmental or regulatory body, or that
          the disclosure of non-public information or the satisfaction of any
          other condition is necessary as a condition of, or in connection with
          the issuance or purchase of shares thereunder, such option or award
          may not be exercised, in whole or in part, unless such listing,
          registration, qualification, consent or approval, or satisfaction of
          such condition shall have been effected or obtained on conditions
          acceptable to the Board of Directors. Nothing herein shall be deemed
          to require the Company to apply for or to obtain such listing,
          registration or qualification, or to satisfy such condition.
 
14. RIGHTS AS A SHAREHOLDER.
 
     The holder of an option shall have no rights as a shareholder with respect
to any shares covered by the option (including, without limitation, any rights
to receive dividends or non-cash distributions with respect to such shares)
until the date of issue of a stock certificate to him or her for such shares. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.
 
15. ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS, REORGANIZATIONS AND RELATED
TRANSACTIONS.
 
     (a)  Recapitalizations and Related Transactions.  If, through or as a
          result of any recapitalization, reclassification, stock dividend,
          stock split, reverse stock split or other similar transaction, (i) the
          outstanding Common Shares are increased, decreased or exchanged for a
          different number or kind of shares or other securities of the Company,
          or (ii) additional shares or new or different shares or other non-cash
          assets are distributed with respect to such Common Shares or other
          securities, an
 
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          appropriate and proportionate adjustment shall be made in (x) the
          maximum number and kind of shares reserved for issuance under or
          otherwise referred to in the Plan, (y) the number and kind of shares
          or other securities subject to any then outstanding options under the
          Plan, and (z) the price for each share subject to any then outstanding
          options under the Plan, without changing the aggregate purchase price
          as to which such options remain exercisable. Notwithstanding the
          foregoing, no adjustment shall be made pursuant to this Section 15 if
          such adjustment (i) would cause the Plan to fail to comply with
          Section 422 of the Code or with Rule 16b-3 or (ii) would be considered
          as the adoption of a new plan requiring stockholder approval.
 
     (b)  Reorganization, Merger and Related Transactions.  All outstanding
          Options under the Plan shall become fully exercisable for a period of
          sixty (60) days following the occurrence of any Trigger Event, whether
          or not such Options are then exercisable under the provisions of the
          applicable agreements relating thereto. For purposes of the Plan, a
          "Trigger Event" is any one of the following events :
 
            (i)  the date on which Common Shares are first purchased pursuant
                 to a tender offer or exchange offer (other than such an offer
                 by the Company, any Subsidiary, any employee benefit plan of
                 the Company or of any Subsidiary or any entity holding shares
                 or other securities of the Company for or pursuant to the terms
                 of such plan), whether or not such offer is approved or opposed
                 by the Company and regardless of the number of shares purchased
                 pursuant to such offer;
 
           (ii)  the date the Company acquires knowledge that any person or
                 group deemed a person under Section 13(d)-3 of the Exchange Act
                 (other than the Company, any Subsidiary, any employee benefit
                 plan of the Company or of any Subsidiary or any entity holding
                 Common Shares or other securities of the Company for or
                 pursuant to the terms of any such plan or any individual or
                 entity or group or affiliate thereof which acquired its
                 beneficial ownership interest prior to the date the Plan was
                 adopted by the Board), in a transaction or series of
                 transactions, has become the beneficial owner, directly or
                 indirectly (with beneficial ownership determined as provided in
                 Rule 13d-3, or any successor rule, under the Exchange Act), of
                 securities of the Company entitling the person or group to 30%
                 or more of all votes (without consideration of the rights of
                 any class or stock to elect directors by a separate class vote)
                 to which all shareholders of the Company would be entitled in
                 the election of the Board of Directors were an election held on
                 such date;
 
          (iii)  the date, during any period of two consecutive years, when
                 individuals who at the beginning of such period constitute the
                 Board of Directors of the Company cease for any reason to
                 constitute at least a majority thereof, unless the election, or
                 the nomination for election by the shareholders of the Company,
                 of each new director was approved by a vote of at least
                 two-thirds of the directors then still in office who were
                 directors at the beginning of such period; and
 
           (iv)  the date of approval by the shareholders of the Company of an
                 agreement (a "reorganization agreement") providing for:
 
                 (A) The merger of consolidation of the Company with another
                     corporation where the shareholders of the Company,
                     immediately prior to the merger or consolidation, do not
                     beneficially own, immediately after the merger or
                     consolidation, shares of the corporation issuing cash or
                     securities in the merger or consolidation entitling such
                     shareholders to 65% or more of all votes (without
                     consideration of the rights of any class of stock to elect
                     directors by a separate class vote) to which all
                     shareholders of such corporation would be entitled in the
                     election of directors or where the members of the Board of
                     Directors of the Company, immediately prior to the merger
                     or consolidation, do not, immediately after the merger or
                     consolidation, constitute a majority of the Board of
                     Directors of the corporation issuing cash or securities in
                     the merger or consolidation; or
 
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             (B)  The sale or other disposition of all or substantially all the
                  assets of the Company.
 
     (c)  Board Authority to Make Adjustments.  Any adjustments under this
          Section 15 will be made by the Board of Directors, whose determination
          as to what adjustments, if any, will be made and the extent thereof
          will be final, binding and conclusive. No fractional shares will be
          issued under the Plan on account of any such adjustments.
 
16. MERGER, CONSOLIDATION, ASSET SALE, LIQUIDATION, ETC.
 
     (a)  General.  In the event of a consolidation or merger sale of all or
          substantially all of the assets of the Company in which outstanding
          Common Shares are exchanged for securities, cash or other property of
          any other corporation or business entity or in the event of a
          liquidation of the Company, the Board of Directors of the Company, or
          the board of directors of any corporation assuming the obligations of
          the Company, may, in its discretion, take any one or more of the
          following actions, as to outstanding options: (i) in the event of a
          merger under the terms of which holders of the Common Shares of the
          Company will receive upon consummation thereof a cash payment for each
          share surrendered in the merger (the "Merger Price"), make or provide
          for a cash payment to the optionees equal to the difference between
          (A) the Merger Price times the number of Common Shares subject to such
          outstanding options (to the extent then exercisable at prices not in
          excess of the Merger Price) and (B) the aggregate exercise price of
          all such outstanding options in exchange for the termination of such
          options, and (ii) in the event the provisions of Section 15 are not
          applicable, provide that all or any outstanding options shall become
          exercisable in full immediately prior to such event and upon written
          notice to the optionees, provide that all unexercised options will
          terminate immediately prior to the consummation of such transaction
          unless exercised by the optionee within a specified period following
          the date of such notice.
 
     (b)  Substitute Options.  The Company may grant options under the Plan in
          substitution for options held by employees of another corporation who
          become employees of the Company, or a subsidiary of the Company, as
          the result of a merger or consolidation of the employing corporation
          with the Company or a subsidiary of the Company, or as a result of the
          acquisition by the Company, or one of its subsidiaries, of property or
          stock of the employing corporation. The Company may direct that
          substitute options be granted on such terms and conditions as the
          Board of Directors considers appropriate in the circumstances.
 
17. NO SPECIAL EMPLOYMENT RIGHTS.
 
     Nothing contained in the Plan or in any option shall confer upon any
optionee any right with respect to the continuation of his or her employment by
the Company or interfere in any way with the right of the Company at any time to
terminate such employment or to increase or decrease the compensation of the
optionee.
 
18. OTHER EMPLOYEE BENEFITS.
 
     Except as to plans which by their terms include such amounts as
compensation, the amount of any compensation deemed to be received by an
employee as a result of the exercise of an option or the sale of shares received
upon such exercise will not constitute compensation with respect to which any
other employee benefits of such employee are determined, including, without
limitation, benefits under any bonus, pension, profit-sharing, life insurance or
salary continuation plan, except as otherwise specifically determined by the
Board of Directors.
 
19. AMENDMENT OF THE PLAN.
 
     (a)  The Board of Directors may at any time, and from time to time, modify
          or amend the Plan in any respect; provided, however, that if at any
          time the approval of the shareholders of the Company is required under
          Section 422 of the Code or any successor provision with respect to
          Incentive Stock Options, or under Rule 16b-3 or by the Alberta
          Business Corporation Act, the Board of Directors
 
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                may not effect such modification or amendment without such 
                approval; and provided, further, that the provisions of 
                Section 3(c) hereof shall not be amended more than once every 
                six months, other than to comport with changes in the Code, 
                the Employer Retirement Income Security Act of 1974, as 
                amended, or the rules thereunder.
 
        (b)     The modification or amendment of the Plan shall not, without the
                consent of an optionee, affect his or her rights under an option
                previously granted to him or her. With the consent of the 
                optionee affected, the Board of Directors may amend outstanding
                option agreements in a manner not inconsistent with the Plan. 
                The Board of Directors shall have the right to amend or modify 
                (i) the terms and provisions of the Plan and of any outstanding
                Incentive Stock Options granted under the Plan to the extent 
                necessary to qualify any or all such options for such favorable
                federal income tax treatment (including deferral of taxation
                upon exercise) as may be afforded incentive stock options 
                under Section 422 of the Code and (ii) the terms and provisions
                of the Plan and of any outstanding option to the extent 
                necessary to ensure the qualification of the Plan under Rule 
                16b-3.
 
20. WITHHOLDING.
 
        (a)     The Company shall have the right to deduct from payments of 
                any kind otherwise due to the optionee any federal, provincial 
                or state or local taxes of any kind required by law to be 
                withheld with respect to any shares issued upon exercise of 
                options under the Plan. Subject to the prior approval of the 
                Company, which may be withheld by the Company in its sole 
                discretion, the optionee may elect to satisfy such obligations,
                in whole or in part, (i) by causing the Company to withhold 
                Common Shares otherwise issuable pursuant to the exercise of 
                an option or (ii) by delivering to the Company Common Shares 
                already owned by the optionee. The shares so delivered or 
                withheld shall have a Fair Market Value equal to such 
                withholding obligation as of the date that the amount of tax 
                to be withheld is to be determined. An optionee who has made 
                an election pursuant to this Section 20(a) may only satisfy 
                his or her withholding obligation with Common Shares which are 
                not subject to any repurchase, forfeiture, unfulfilled vesting 
                or other similar requirements.
 
        (b)     The acceptance of Common Shares upon exercise of an Incentive 
                Stock Option shall constitute an agreement by the optionee (i) 
                to notify the Company if any or all of such shares are 
                disposed of by the optionee within two years from the date the 
                option was granted or within one year from the date the shares 
                were issued to the optionee pursuant to the exercise of the 
                option, and (ii) if required by law, to remit to the Company, 
                at the time of and in the case of any such disposition, an
                amount sufficient to satisfy the Company's federal, state and 
                local withholding tax obligations with respect to such 
                disposition, whether or not, as to both (i) and (ii), the 
                optionee is in the employ of the Company at the time of such 
                disposition.
 
        (c)     Notwithstanding the foregoing, in the case of a Reporting 
                Person whose options have been granted in accordance with the 
                provisions of Section 3(b) herein, no election to use shares 
                for the payment of withholding taxes shall be effective unless 
                made in compliance with any applicable requirements of Rule 
                16b-3.
 
21. CANCELLATION AND NEW GRANT OF OPTIONS, ETC.
 
     The Board of Directors shall have the authority to effect, at any time and
from time to time, with the consent of the affected optionees, (i) the
cancellation of any or all outstanding options under the Plan and the grant in
substitution therefor of new options under the Plan covering the same or
different numbers of Common Shares and having an option exercise price per share
which may be lower or higher than the exercise price per share of the cancelled
options or (ii) the amendment of the terms of any and all outstanding options
under the Plan to provide an option exercise price per share which is higher or
lower than the then-current exercise price per share of such outstanding
options.
 
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22. EFFECTIVE DATE AND DURATION OF THE PLAN.
 
     (a)  Effective Date.  The Plan shall become effective when adopted by the
          Board of Directors, but no Incentive Stock Option granted under the
          Plan shall become exercisable unless and until the Plan shall have
          been approved by the Company's shareholders. If such shareholder
          approval is not obtained within twelve months after the date of the
          Board's adoption of the Plan, no options previously granted under the
          Plan shall be deemed to be Incentive Stock Options and no Incentive
          Stock Options shall be granted thereafter. Amendments to the Plan not
          requiring shareholder approval shall become effective when adopted by
          the Board of Directors; amendments requiring shareholder approval (as
          provided in Section 19) shall become effective when adopted by the
          Board of Directors, but no Incentive Stock Option granted after the
          date of such amendment shall become exercisable (to the extent that
          such amendment to the Plan was required to enable the Company to grant
          such Incentive Stock Option to a particular optionee) unless and until
          such amendment shall have been approved by the Company's shareholders.
          If such shareholder approval is not obtained within twelve months of
          the Board's adoption of such amendment, any Incentive Stock Options
          granted on or after the date of such amendment shall terminate to the
          extent that such amendment to the Plan was required to enable the
          Company to grant such option to a particular optionee. Subject to this
          limitation, options may be granted under the Plan at any time after
          the effective date and before the date fixed for termination of the
          Plan.
 
     (b)  Termination.  Unless sooner terminated in accordance with Section 16,
          the Plan shall terminate upon the earlier of (i) the close of business
          on the day next preceding the tenth anniversary of the date of its
          adoption by the Board of Directors, or (ii) the date on which all
          shares available for issuance under the Plan shall have been issued
          pursuant to the exercise or cancellation of options granted under the
          Plan. If the date of termination is determined under (i) above, then
          options outstanding on such date shall continue to have force and
          effect in accordance with the provisions of the instruments evidencing
          such options.
 
23. PROVISION FOR FOREIGN PARTICIPANTS.
 
     The Board of Directors may, without amending the Plan, modify awards or
options granted to participants who are foreign nationals or employed outside
the United States to recognize differences in laws, rules, regulations or
customs of such foreign jurisdictions with respect to tax, securities, currency,
employee benefit or other matters.
 
24. GOVERNING LAW.
 
     The provisions of this Plan shall be governed and construed in accordance
with the laws of the province of Alberta, Canada without regard to the
principles of conflicts of laws.
 
     Adopted by the Board of Directors on September 14, 1995, as amended by the
Board of Directors on March 3, 1997.
 
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