Exhibit 4.12


                      NON-QUALIFIED STOCK OPTION AGREEMENT
                                 pursuant to the
        OXFORD INVESTMENTS HOLDINGS INC. NON-QUALIFIED STOCK OPTION PLAN

                                    * * * * *
Optionee:
Grant Date:
Per Share Exercise Price: $________
Number of Option Shares subject to this Option: ________________

                                    * * * * *

THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Option  Agreement"),  dated as of
the grant date set forth above is entered into by and between Oxford Investments
Holdings Inc. (the  "Company")  and the optionee  listed above (the  "Optionee")
pursuant to the Oxford Investments Holdings Inc. Non-Qualified Stock Option Plan
as in effect and as amended from time to time (the "Plan"):

W I T N E S S E T H:

WHEREAS,  the  Optionee  is a Key  Person (as  defined  in the Plan),  and it is
important to the Company that the Optionee be  encouraged to remain a Key Person
of the Company or any Subsidiary of the Company; and

WHEREAS,  in  recognition of such facts,  the Company  desires to provide to the
Optionee an opportunity  to purchase  shares of the common stock of the Company,
as hereinafter provided, pursuant to the Plan, a copy of which has been provided
to the Optionee; and

WHEREAS,  any  capitalized  terms  used  but not  defined  herein  have the same
meanings given them in the Plan.

NOW, THEREFORE,  in consideration of the mutual covenants  hereinafter set forth
and for other good and  valuable  consideration,  the  Optionee  and the Company
hereby agree as follows:

Section 1. Grant of Stock  Option.  The Company  hereby grants to the Optionee a
nonqualified  stock  option (the "Stock  Option") to purchase all or any part of
the number of shares of its common  stock,  no par value  (the  "Stock")  as set
forth  above,  under and  subject  to the terms and  conditions  of this  Option
Agreement and the Plan which is incorporated herein by reference and made a part



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hereof for all  purposes.  The  purchase  price for each  share to be  purchased
hereunder shall be the option price set forth above (the "Option  Price").  This
Stock Option shall not  constitute an incentive  stock option within the meaning
of Section 422 of the United  States  Internal  Revenue Code of 1986, as amended
(the "Code").


Section 2.  Times of  Exercise  of Stock  Option.  After,  and only  after,  the
conditions  of  Section 9 hereof  have been  satisfied,  the  Optionee  shall be
eligible to exercise the Stock Option pursuant to the vesting schedule set forth
on the  attached  Exhibit  A (the  "Vesting  Schedule"  or  "Schedule").  If the
Optionee  is a Key  Person  with  the  Company  (or of any  one or  more  of the
Subsidiaries  of the Company) and remains a Key Person at all times prior to any
of the exercise dates specified on the Vesting Schedule (the "Exercise  Dates"),
then the Optionee shall be entitled, subject to the applicable provisions of the
Plan and this Option  Agreement  having been  satisfied,  to exercise  the Stock
Option and purchase on or after the  applicable  Exercise  Date, on a cumulative
basis,  the number of shares of Stock  determined by  multiplying  the aggregate
number of shares of Stock  subject to the Stock  Option set forth on the Vesting
Schedule by the designated percentage set forth on the Vesting Schedule.

Section 3. Term of Stock  Option.  Subject to earlier  termination  as hereafter
provided,  the  Stock  Option  shall  expire  at the  close of  business  on the
expiration  date set forth on the Schedule  and may not be exercised  after such
expiration  date;  provided,  however,  in no event  shall the term of the Stock
Option be longer than ten years from the Date of Grant.  At all times during the
period  commencing with the date the Stock Option is granted to the Optionee and
ending on the earlier of the expiration of the Stock Option or the date which is
three months  prior to the date the Stock  Option is exercised by the  Optionee,
the Optionee  must be a Key Person of either (i) the Company,  (ii) a Subsidiary
of the  Company,  or (iii) a  corporation  or a parent or a  Subsidiary  of such
corporation issuing or assuming a Stock Option in a transaction to which Section
424(a) of the Code applies.

Section  4.  Nontransferability  of  Stock  Option.  The  Stock  Option  is  not
transferable otherwise than by will or the laws of descent and distribution, and
the Stock Option may be exercised,  during the lifetime of the Optionee, only by
the Optionee.  More  particularly  (but without  limiting the  generality of the
foregoing),  the  Stock  Option  may not be  assigned,  transferred  (except  as
provided above),  pledged or hypothecated in any way, shall not be assignable by
operation of law and shall not be subject to execution,  attachment,  or similar
process.  Any attempted  assignment,  transfer,  pledge,  hypothecation or other
disposition  of, or the levy of execution,  attachment or similar  process upon,
the Stock Option  contrary to the  provisions  hereof shall be null and void and
without effect,  shall give no right to any purported transferee and may, in the
Committee's sole discretion, result in the forfeiture of the Stock Option.

Section 5. Employment.  If the Optionee is an employee,  so long as the Optionee
shall  continue to be a full-time or part-time  and  continuous  employee of the
Company,  a subsidiary,  a partnership or a limited  liability company which the
Company controls, the Stock Option shall not be affected by any change of duties
or position.  Nothing in the Plan or in this Option  Agreement shall confer upon
the Optionee any right to continue in such  employment,  or interfere in any way
with the right of the employer to terminate  the  Optionee's  employment  at any
time.



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Section  6.  Acceleration  of  Otherwise  Unexercisable  Stock  Option on Death,
Disability or Other Special Circumstances.  The Compensation  Committee,  in its
sole discretion,  may permit (i) an Optionee who terminates  employment due to a
Disability,  (ii) the personal  representative of a deceased Optionee,  or (iii)
any other  Optionee who  terminates  employment  upon the  occurrence of special
circumstances  (as  determined by the  Committee) to purchase all or any part of
the unvested  shares  subject to the Stock Option on the date of the  Optionee's
termination of employment due to a Disability, death or special circumstance, or
as the Committee otherwise so determines.  With respect to shares subject to the
Stock Option for which the applicable Exercise Date(s) has occurred or for which
the  Compensation  Committee  has  permitted  purchase  in  accordance  with the
foregoing  provisions,  the  Optionee,  or  the  representative  of  a  deceased
Optionee,  shall  automatically  have the right to purchase  such shares  within
three months of such date of termination of employment,  one year in the case of
a Optionee suffering a Disability or in the case of a deceased Optionee.

Section 7.  Method of Exercising Stock Option.

(a) Procedures for Exercise.  The manner of exercising the Stock Option shall be
by written  notice to the Secretary of the Company at the time the Stock Option,
or part thereof, is to be exercised, and in any event prior to the expiration of
the Stock  Option.  Such notice  shall state the  election to exercise the Stock
Option, the number of shares of Stock to be purchased upon exercise, the form of
payment to be used,  and shall be signed by the person so  exercising  the Stock
Option.

(b) Form of Payment.  Payment in full for shares of Stock  purchased  under this
Option  Agreement  shall accompany the Optionee's  notice of exercise,  together
with payment for any applicable  withholding taxes. Payment shall be made (i) in
cash or by check, bank draft or money order payable to the order of the Company;
(ii) by tendering, by either actual delivery of shares or by attestation, shares
of Stock  acceptable to the Committee  having a Fair Market Value on the date of
payment equal to the amount of the Option Price; or (iii) a combination thereof.
In addition to the  foregoing,  the  Committee may permit a Optionee to elect to
pay the Option Price by irrevocably  authorizing a third party to sell shares of
Stock (or a  sufficient  portion of the shares)  acquired  upon  exercise of the
Stock Option and remit to the Company a sufficient  portion of the sale proceeds
to pay the  entire  Option  Price and any tax  withholding  resulting  from such
exercise.

c) Further Information. In the event the Stock Option is exercised,  pursuant to
the  foregoing  provisions  of this  Section  7, by any  person  other  than the
Optionee due to the death of the Optionee, such notice shall also be accompanied
by  appropriate  proof of the right of such person to exercise the Stock Option.
The notice so required  shall be given by personal  delivery to the Secretary of
the Company or by registered or certified mail, addressed to the Company at 1315
Lawrence Avenue East, Suite 520, Toronto,  Ontario, Canada M3A 3R3, and it shall
be deemed to have been given when it is so  personally  delivered  or when it is
deposited in the mail in an envelope  addressed to the  Company,  as  aforesaid,
properly stamped for delivery as a registered or certified letter.



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Section 8.  Acceleration  of Stock Option Upon Corporate  Event.  If the Company
shall,  pursuant  to action by the Board,  at any time  propose to  dissolve  or
liquidate or merge into,  consolidate with, or sell or otherwise transfer all or
substantially all of its assets to another corporation and provision is not made
pursuant to the terms of such  transaction  for the assumption by the surviving,
resulting or acquiring corporation of outstanding options under the Plan, or for
the  substitution  of new options  therefor,  the Committee  shall cause written
notice of the proposed  transaction to be given to each Optionee no less than 40
days prior to the anticipated  effective date of the proposed  transaction,  and
the Optionee's Stock Option shall become 100% vested.  Prior to a date specified
in such notice,  which shall be not more than ten days prior to the  anticipated
effective date of the proposed  transaction,  each Optionee shall have the right
to exercise  his or her Stock  Option to  purchase  any or all of the Stock then
subject to such Stock  Option.  Each  Optionee,  by so notifying  the Company in
writing,  may, in exercising  his or her Stock Option,  condition  such exercise
upon, and provide that such exercise shall become effective immediately prior to
the consummation of the transaction,  in which event such Optionee need not make
payment for the Stock to be purchased  upon  exercise of such Stock Option until
five days after  receipt of written  notice by the Company to such Optionee that
the transaction has been  consummated.  If the transaction is consummated,  each
Stock Option, to the extent not previously exercised prior to the date specified
in the foregoing notice,  shall terminate on the effective date such transaction
is  consummated.  If the  transaction is abandoned,  (i) any Stock not purchased
upon  exercise of such Stock Option shall  continue to be available for purchase
in accordance with the other  provisions of the Plan and (ii) to the extent that
any Stock  Option not  exercised  prior to such  abandonment  shall have  vested
solely by operation of this Section 8, such vesting shall be deemed voided as of
the time such  acceleration  otherwise  occurred  pursuant to Section 8, and the
Vesting Schedule set forth in the Notice shall be reinstituted as of the date of
such abandonment.

Section 9. Securities Law Restrictions.  The Stock Option shall be exercised and
Stock issued only upon  compliance  with the  Securities Act of 1933, as amended
(the  "Act"),  and any  other  applicable  securities  law,  or  pursuant  to an
exemption  therefrom.  If deemed necessary by the Company to comply with the Act
or any applicable  laws or regulations  relating to the sale of securities,  the
Optionee,  at the time of exercise  and as a condition  imposed by the  Company,
shall represent, warrant and agree that the shares of Stock subject to the Stock
Option are being purchased for investment and not with any present  intention to
resell the same and without a view to distribution, and the Optionee shall, upon
the request of the  Company,  execute and deliver to the Company an agreement to
such effect. The Optionee  acknowledges that any stock certificate  representing
Stock  purchased  under  such  circumstances  will be issued  with a  restricted
securities legend.

Section 10.  Payment of  Withholding  Taxes.  An Optionee must pay the amount of
taxes  required by law upon the  exercise  of an Option in cash.  If the Company
shall be  required  to  withhold  any  federal,  state,  local or foreign tax in
connection  with  exercise  of this  Option,  it  shall be a  condition  to such
exercise that the Optionee pay or make provision satisfactory to the Company for
payment of all such taxes.  The  Optionee may elect that all or any part of such
withholding requirement be satisfied by retention by the Company of a portion of
the shares purchased upon exercise of this Option. If such election is made, the
shares so retained shall be credited against such withholding requirement at the
fair market value on the date of exercise.



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Section 11. Notices.  Any notice  hereunder by the Optionee to the Company shall
be in  writing  and shall be deemed  duly  given if mailed or  delivered  to the
Company  at its  principal  office,  addressed  to the  attention  of Stock Plan
Administration or if so mailed or delivered to such other address as the Company
may hereafter  designate by notice to the Optionee.  Any notice hereunder by the
Company to the  Optionee  shall be in writing  and shall be deemed duly given if
mailed or  delivered  to the  Optionee  at the  address  specified  below by the
Optionee for such purpose, or if so mailed or delivered to such other address as
the Optionee may hereafter designate by written notice given to the Company.

Section 12. Compliance with Section 409A of the Code. To the extent  applicable,
it is intended that this  Agreement  and the Plan comply with the  provisions of
Section 409A of the United  States  Internal  Revenue  Code,  so that the income
inclusion  provisions  of  Section  409A(a)(1)  do not apply to  Optionee.  This
Agreement and the Plan shall be  administered  in a manner  consistent with this
intent,  and any provision that would cause the Agreement or the Plan to fail to
satisfy Section 409A of the Code shall have no force and effect until amended to
comply with Section 409A of the Code (which  amendment may be retroactive to the
extent  permitted  by  Section  409A of the Code and may be made by the  Company
without the consent of the Optionee).

Section 13.  Compliance with Law. The Company shall make  reasonable  efforts to
comply with all applicable federal and state securities laws; provided, however,
that  notwithstanding  any other provision of this Option Agreement,  the Option
shall not be exercisable if the exercise  thereof would result in a violation of
any such law.

Section 14.  Rights as  Stockholder.  Neither  the  Optionee  nor any  executor,
administrator, distributee or legatee of the Optionee's estate shall be, or have
any of the rights or privileges  of, a stockholder  of the Company in respect of
any shares of Stock  issuable  hereunder  unless and until such shares have been
fully  paid and  certificates  representing  such  shares  have  been  endorsed,
transferred  and  delivered,  and the name of the Optionee (or of such  personal
representative,  administrator, distributee or legatee of the Optionee's estate)
has been entered as the stockholder of record on the books of the Company.

Section 15. Disclaimer of Rights. No provision in this Option Agreement shall be
construed to confer upon the Optionee the right to be employed by the Company or
any  subsidiary,  or to interfere in any way with the right and authority of the
Company or any subsidiary either to increase or decrease the compensation of the
Optionee at any time,  or to  terminate  any  employment  or other  relationship
between the Optionee and the Company or any subsidiary.

Section  16.  Interpretation  of  this  Option  Agreement.   All  decisions  and
interpretations  made by the Board or the  Compensation  Committee  thereof with
regard to any question  arising under the Plan or this Option Agreement shall be
binding and  conclusive  on the Company and the  Optionee  and any other  person
entitled to exercise the Option as provided for herein.

Section 17.  Governing Law. This Option  Agreement shall be governed by the laws
of the Ontario, Canada. (but not including the choice of law rules thereof).



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Section 18. Binding  Effect.  Subject to all  restrictions  provided for in this
Option  Agreement,  the Plan,  and by applicable  law relating to assignment and
transfer of this  Option  Agreement  and the Option  provided  for herein,  this
Option  Agreement  shall be binding upon and inure to the benefit of the parties
hereto and their respective  heirs,  executors,  administrators,  successors and
assigns.

Section  19.  Severability.  If one or more  of the  provisions  of this  Option
Agreement is  invalidated  for any reason by a court of competent  jurisdiction,
any  provision so  invalidated  shall be deemed to be  separable  from the other
provisions  hereof,  and the remaining  provisions  hereof shall  continue to be
valid and fully enforceable.

Section 20. Entire  Agreement;  Eligibility.  This Option Agreement and the Plan
together constitute the entire agreement and supersedes all prior understandings
and  agreements,  written or oral,  of the parties  hereto  with  respect to the
subject matter hereof.  Except for amendments to the Plan incorporated into this
Option  Agreement by  reference  pursuant to the  preamble  above,  neither this
Option  Agreement  nor any term hereof may be  amended,  waived,  discharged  or
terminated  except  by a  written  instrument  signed  by the  Company  and  the
Optionee;  provided,  however,  that the  Company  unilaterally  may  waive  any
provision  hereof in writing to the extent that such  waiver does not  adversely
affect the interests of the Optionee hereunder, but no such waiver shall operate
as or be construed to be a subsequent  waiver of the same  provision or a waiver
of any other  provision  hereof.  In the event  that it is  determined  that the
Optionee was not  eligible to receive  this  Option,  the Option and this Option
Agreement shall be null and void and of no further effect.


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                                 SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have duly executed this Option Agreement,
or caused this Option  Agreement to be duly executed on their behalf,  as of the
day and year first above written.

Oxford Investments Holdings Inc.                     Optionee:

By: _______________________                          By: _______________________
    Print Name and Title                                 Print Name:



ADDRESS FOR NOTICE TO OPTIONEE:


Number                            Street                Apt.


City                              State                 Zip Code


SS#                               Hire Date (if applicable)


DESIGNATED BENEFICIARY:

Please Print:  Last Name, First Name, MI


Beneficiary's Street Address



City                              State                 Zip Code


Beneficiary's Social Security Number


I understand  that in the event of my death,  the above named  beneficiary  will
have control of any unexercised options remaining in my account at that time. If
no  beneficiary is designated or if the named  beneficiary  does not survive me,
the options will become part of my estate. This beneficiary designation does NOT
apply to stock acquired by the exercise of options prior to my death.



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SIGNATURE                                                      DATE

--------------------------                                     --------------

After completing this page, please make a copy for your records and return it to
Stock Plan Administration, Oxford Investments Holdings Inc.




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                                    Exhibit A

                                Vesting Schedule

                      Non-Qualified Stock Option Agreement

The option granted by the Compensation Committee in the attached Non-Qualified
Stock Option Agreement shall vest on the anniversary dates indicated below:

-------------------------------- ----------------------- -----------------------
        Period or Date             Vesting Percentage        Cumulative Vesting
                                                                 Percentage
-------------------------------- ----------------------- -----------------------
At Grant Date                            20%                        20%
-------------------------------- ----------------------- -----------------------
One Year from Grant Date                 20%                        40%
-------------------------------- ----------------------- -----------------------
Two Years from Grant Date                20%                        60%
-------------------------------- ----------------------- -----------------------
Three Years from Grant Date              20%                        80%
-------------------------------- ----------------------- -----------------------
Four Years from Grant Date               20%                       100%
-------------------------------- ----------------------- -----------------------



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