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                                                                   Exhibit 10.10

                              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


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      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 225,000 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 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.


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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 750,000 shares.  If an option granted under
the Plan shall expire, terminate or is canceled 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
        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.



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   (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 1 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


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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-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:


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      (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.

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).


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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.


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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 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


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            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

          (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

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      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


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         or by the Alberta Business Corporation Act, the Board of Directors 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.



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    (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
canceled 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.


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


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      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 most recently
amended by the Board of Directors on June 3, 1998.





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