MERLIN SOFTWARE TECHNOLOGIES, INC.
                             1999 STOCK OPTION PLAN

     This  1999 Stock Option Plan (the "Plan") provides for the grant of options
to acquire common shares (the "Common Shares") in the capital of Merlin Software
Technologies,  Inc.,  a corporation formed under the laws of the State of Nevada
(the  "Corporation").  Stock  options granted under this Plan that qualify under
Section  422  of the Internal Revenue Code of 1986, as amended (the "Code"), are
referred  to in this Plan as "Incentive Stock Options".  Incentive Stock Options
and  stock  options  that  do  not  qualify  under  Section  422  of  the  Code
("Non-Qualified  Stock  Options")  granted  under  this  Plan  are  referred  to
collectively  as  "Options".

1.     PURPOSE

1.1     The  purpose  of  this  Plan  is  to  retain  the services of valued key
employees  and consultants of the Corporation and such other persons as the Plan
Administrator  shall select in accordance with Section 3 below, and to encourage
such  persons  to  acquire  a  greater  proprietary interest in the Corporation,
thereby  strengthening  their  incentive  to  achieve  the  objectives  of  the
shareholders  of  the  Corporation, and to serve as an aid and inducement in the
hiring  of  new  employees and to provide an equity incentive to consultants and
other  persons  selected  by  the  Plan  Administrator.

1.2     This  Plan  shall  at  all  times  be  subject to all legal requirements
relating  to  the administration of stock option plans, if any, under applicable
corporate  laws, applicable United States federal and state securities laws, the
Code,  the rules of any applicable stock exchange or stock quotation system, and
the rules of any foreign jurisdiction applicable to Options granted to residents
therein  (collectively,  the  "Applicable  Laws").

2.     ADMINISTRATION

2.1     This  Plan  shall be administered initially by the Board of Directors of
the  Corporation  (the  "Board"),  except that the Board may, in its discretion,
establish  a  committee  composed of two (2) or more members of the Board or two
(2)  or  more  other  persons  to  administer  the  Plan,  which  committee (the
"Committee")  may  be an executive, compensation or other committee, including a
separate  committee  especially  created  for  this  purpose.  The  Board or, if
applicable,  the  Committee  is  referred to herein as the "Plan Administrator".

2.2     If  and so long as the Common Stock is registered under Section 12(b) or
12(g)  of  the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
the  Board shall consider in selecting the Plan Administrator and the membership
of  any  Committee,  with  respect  to  any  persons subject or likely to become
subject to Section 16 of the Exchange Act, the provisions regarding (a) "outside
directors"  as contemplated by Section 162(m) of the Code, and (b) "Non-Employee
Directors"  as  contemplated  by  Rule  16b-3  under  the  Exchange  Act.

2.3     The  Committee  shall  have the powers and authority vested in the Board
hereunder  (including  the power and authority to interpret any provision of the
Plan  or  of  any Option).  The members of any such Committee shall serve at the
pleasure  of  the  Board.  A  majority  of  the  members  of the Committee shall
constitute  a  quorum,  and  all  actions  of  the Committee shall be taken by a
majority  of  the  members  present.  Any  action  may  be  taken  by  a written
instrument signed by all of the members of the Committee and any action so taken
shall  be  fully  effective  as  if  it  had  been  taken  at  a  meeting.

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2.4     Subject to the provisions of this Plan and any Applicable Laws, and with
a  view  to  effecting  its  purpose,  the  Plan  Administrator  shall have sole
authority,  in  its  absolute  discretion,  to:

(a)     construe  and  interpret  this  Plan;

(b)     define  the  terms  used  in  the  Plan;

(c)     prescribe,  amend and rescind the rules and regulations relating to this
Plan;

(d)     correct  any  defect, supply any omission or reconcile any inconsistency
in  this  Plan;

(e)     grant  Options  under  this  Plan;

(f)     determine  the  individuals  to whom Options shall be granted under this
Plan  and  whether  the  Option  is an Incentive Stock Option or a Non-Qualified
Stock  Option;

(g)     determine the time or times at which Options shall be granted under this
Plan;

(h)     determine  the  number  of  Common  Shares  subject  to each Option, the
exercise  price  of  each  Option,  the duration of each Option and the times at
which  each  Option  shall  become  exercisable;

(i)     determine  all  other  terms  and  conditions  of  the  Options;  and

(j)     make  all  other  determinations  and  interpretations  necessary  and
advisable  for  the  administration  of  the  Plan.

2.5     All  decisions,  determinations  and  interpretations  made  by the Plan
Administrator  shall  be  binding and conclusive on all participants in the Plan
and  on  their  legal  representatives,  heirs  and  beneficiaries.

3.     ELIGIBILITY

3.1     Incentive  Stock  Options  may  be granted to any individual who, at the
time  the  Option  is  granted, is an employee of the Corporation or any Related
Corporation  (as  defined  below)  ("Employees").

3.2     Non-Qualified  Stock  Options  may  be  granted to Employees and to such
other  persons,  including  directors  and  officers  of  the Corporation or any
Related  Corporation,  who  are  not  Employees  as the Plan Administrator shall
select,  subject  to  any  Applicable  Laws.

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3.3     Options  may  be  granted  in  substitution  for  outstanding Options of
another corporation in connection with the merger, consolidation, acquisition of
property or stock or other reorganization between such other corporation and the
Corporation  or  any subsidiary of the Corporation.  Options also may be granted
in  exchange  for  outstanding  Options.

3.4     Any  person  to whom an Option is granted under this Plan is referred to
as  an "Optionee".  Any person who is the owner of an Option is referred to as a
"Holder".

3.5     As  used  in  this  Plan,  the term "Related Corporation" shall mean any
corporation  (other  than the Corporation) that is a "Parent Corporation" of the
Corporation  or  "Subsidiary Corporation" of the Corporation, as those terms are
defined  in  Sections  424(e)  and  424(f),  respectively,  of  the Code (or any
successor  provisions)  and  the regulations thereunder (as amended from time to
time).

4.     STOCK

4.1     The Plan Administrator is authorized to grant Options to acquire up to a
total  of  3,000,000 Common Shares.  The number of Common Shares with respect to
which  Options may be granted hereunder is subject to adjustment as set forth in
Section  5.1(m)  hereof.  In the event that any outstanding Option expires or is
terminated  for  any  reason,  the  Common  Shares  allocable to the unexercised
portion  of  such  Option  may again be subject to an Option granted to the same
Optionee  or  to  a  different  person  eligible  under  Section 3 of this Plan;
provided however, that any cancelled Options will be counted against the maximum
number  of shares with respect to which Options may be granted to any particular
person  as  set  forth  in  Section  3  hereof.

5.     TERMS  AND  CONDITIONS  OF  OPTIONS

5.1     Each  Option  granted  under  this  Plan shall be evidenced by a written
agreement approved by the Plan Administrator (each, an "Agreement").  Agreements
may  contain  such provisions, not inconsistent with this Plan or any Applicable
Laws,  as  the  Plan  Administrator  in  its discretion may deem advisable.  All
Options  also  shall  comply  with  the  following  requirements:

(a)     Number  of  Shares  and  Type  of  Option
Each  Agreement shall state the number of Common Shares to which it pertains and
whether  the  Option  is  intended  to  be  an  Incentive  Stock  Option  or  a
Non-Qualified  Stock  Option;  provided  that:

(i)     the  number  of  Common  Shares  that  may  be  reserved pursuant to the
exercise  of Options granted to any person shall not exceed 5% of the issued and
outstanding  Common  Shares  of  the  Corporation;

(ii)     in  the  absence of action to the contrary by the Plan Administrator in
connection with the grant of an Option, all Options shall be Non-Qualified Stock
Options;

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(iii)     the  aggregate  fair market value (determined at the Date of Grant, as
defined  below)  of  the  Common  Shares  with  respect to which Incentive Stock
Options  are  exercisable for the first time by the Optionee during any calendar
year  (granted under this Plan and all other Incentive Stock Option plans of the
Corporation,  a  Related  Corporation  or  a  predecessor corporation) shall not
exceed  U.S.$100,000, or such other limit as may be prescribed by the Code as it
may  be  amended  from  time  to  time  (the  "Annual  Limit");  and

(iv)     any  portion  of  an Option which exceeds the Annual Limit shall not be
void  but  rather  shall  be  a  Non-Qualified  Stock  Option.

(b)     Date  of  Grant

Each  Agreement shall state the date the Plan Administrator has deemed to be the
effective  date  of  the Option for purposes of this Plan (the "Date of Grant").

(c)     Option  Price

Each  Agreement  shall  state  the  price  per  Common  Share  at  which  it  is
exercisable.  The  Plan  Administrator  shall act in good faith to establish the
exercise  price  in  accordance  with  Applicable  Laws;  provided  that:

(i)     the per share exercise price for an Incentive Stock Option or any Option
granted  to a "covered employee" as such term is defined for purposes of Section
162(m) of the Code shall not be less than the fair market value per Common Share
at  the  Date  of  Grant  as determined by the Plan Administrator in good faith;

(ii)     with  respect  to  Incentive  Stock Options granted to greater-than-ten
percent  (10%) shareholders of the Corporation (as determined with reference to
Section 424(d) of the Code), the exercise price per share shall not be less than
one  hundred ten percent (110%) of the fair market value per Common Share at the
Date  of  Grant  as  determined  by  the  Plan  Administrator in good faith; and

(iii)     Options  granted  in  substitution  for outstanding options of another
corporation  in  connection  with  the  merger,  consolidation,  acquisition  of
property  or  stock or other reorganization involving such other corporation and
the  Corporation  or  any  subsidiary  of the Corporation may be granted with an
exercise  price  equal  to  the exercise price for the substituted option of the
other  corporation,  subject  to any adjustment consistent with the terms of the
transaction  pursuant  to  which  the  substitution  is  to  occur.

(d)     Duration  of  Options

At  the time of the grant of the Option, the Plan Administrator shall designate,
subject  to  Section 5.1(g) below, the expiration date of the Option, which date
shall  not  be  later than ten (10) years from the Date of Grant; provided, that
the  expiration date of any Incentive Stock Option granted to a greater-than-ten
percent  (10%)  shareholder of the Corporation (as determined with reference to

<PAGE>

Section 424(d) of the Code) shall not be later than five (5) years from the Date
of Grant.  In the absence of action to the contrary by the Plan Administrator in
connection  with  the  grant  of  a particular Option, and except in the case of
Incentive  Stock  Options  as  described  above,  all Options granted under this
Section  5  shall  expire  ten  (10)  years  from  the  Date  of  Grant.

(e)     Vesting  Schedule

No  Option  shall  be exercisable until it has vested.  The vesting schedule for
each Option shall be specified by the Plan Administrator at the time of grant of
the  Option prior to the provision of services with respect to which such Option
is  granted;  provided,  that if no vesting schedule is specified at the time of
grant,  the  Option  shall  vest  according  to  the  following  schedule:

                     NUMBER OF YEARS            PERCENTAGE OF TOTAL
                    FOLLOWING DATE OF GRANT     OPTION VESTED
                    -----------------------     -------------
                                One                   25%
                                Two                   50%
                              Three                   75%
                              Four                    100%

The  Plan Administrator may specify a vesting schedule for all or any portion of
an  Option  based  on  the  achievement of performance objectives established in
advance  of  the  commencement  by  the  Optionee  of  services  related  to the
achievement  of  the  performance  objectives.  Performance  objectives shall be
expressed  in  terms of objective criteria, including but not limited to, one or
more  of the following:  return on equity, return on assets, share price, market
share,  sales,  earnings per share, costs, net earnings, net worth, inventories,
cash  and  cash  equivalents,  gross  margin  or  the  Corporation's performance
relative  to  its  internal  business  plan.  Performance  objectives  may be in
respect  of  the  performance  of  the  Corporation  as  a  whole  (whether on a
consolidated  or unconsolidated basis), a Related Corporation, or a subdivision,
operating unit, product or product line of either of the foregoing.  Performance
objectives  may  be  absolute  or  relative  and  may be expressed in terms of a
progression or a range.  An Option that is exercisable (in full or in part) upon
the  achievement  of  one  or  more performance objectives may be exercised only
following  written  notice  to  the  Optionee  and  the  Corporation by the Plan
Administrator  that  the  performance  objective  has  been  achieved.

<PAGE>

(f)     Acceleration  of  Vesting

The  vesting  of  one or more outstanding Options may be accelerated by the Plan
Administrator  at  such  times  and in such amounts as it shall determine in its
sole  discretion.

(g)     Term  of  Option

(i)     Vested  Options shall terminate, to the extent not previously exercised,
upon  the  occurrence  of  the  first  of  the  following  events:

A.     the  expiration of the Option, as designated by the Plan Administrator in
accordance  with  Section  5.1(d)  above;

B.     the  date  of  an  Optionee's  termination  of  employment or contractual
relationship  with  the  Corporation  or  any  Related Corporation for cause (as
determined  by  the  Plan  Administrator,  acting  reasonably);

C.     the  expiration  of  three  (3)  months  from  the  date of an Optionee's
termination  of  employment  or contractual relationship with the Corporation or
any  Related  Corporation  for  any reason whatsoever other than cause, death or
Disability  (as  defined  below)  unless,  in  the case of a Non-Qualified Stock
Option,  the  exercise period is extended by the Plan Administrator until a date
not  later  than  the  expiration  date  of  the  Option;  or

D.     the  expiration  of  one  year  (1)  from  termination  of  an Optionee's
employment  or  contractual  relationship  by  reason of death or Disability (as
defined below) unless, in the case of a Non-Qualified Stock Option, the exercise
period  is  extended  by  the Plan Administrator until a date not later than the
expiration  date  of  the  Option.

(ii)     Notwithstanding  Section 5.1(g)(i) above, any vested Options which have
been  granted  to  the  Optionee in the Optionee's capacity as a director of the
Corporation  or  any  Related Corporation shall terminate upon the occurrence of
the  first  of  the  following  events:

A.     the  event  specified  in  Section  5.1(g)(i)A  above;

B.     the  event  specified  in  Section  5.1(g)(i)D  above;  and

C.     the  expiration  of three (3) months from the date the Optionee ceases to
serve  as  a director of the Corporation or Related Corporation, as the case may
be.

<PAGE>

(iii)     Upon the death of an Optionee, any vested Options held by the Optionee
shall  be  exercisable  only  by  the  person or persons to whom such Optionee's
rights  under  such  Option  shall pass by the Optionee's will or by the laws of
descent  and  distribution  of  the Optionee's domicile at the time of death and
only  until  such  Options  terminate  as  provided  above.

(iv)     For  purposes  of  the Plan, unless otherwise defined in the Agreement,
"Disability"  shall  mean  medically  determinable physical or mental impairment
which  has lasted or can be expected to last for a continuous period of not less
than  twelve  (12)  months or that can be expected to result in death.  The Plan
Administrator  shall  determine whether an Optionee has incurred a Disability on
the basis of medical evidence acceptable to the Plan Administrator.  Upon making
a determination of Disability, the Plan Administrator shall, for purposes of the
Plan,  determine  the  date  of  an  Optionee's  termination  of  employment  or
contractual  relationship.

(v)     Unless  accelerated  in  accordance  with Section 5.1(f) above, unvested
Options  shall  terminate  immediately  upon  termination  of  employment of the
Optionee  by  the  Corporation  for  any  reason  whatsoever, including death or
Disability.

(vi)     For  purposes of this Plan, transfer of employment between or among the
Corporation  and/or  any Related Corporation shall not be deemed to constitute a
termination  of  employment  with  the  Corporation  or any Related Corporation.
Employment  shall be deemed to continue while the Optionee is on military leave,
sick  leave  or  other  bona  fide  leave  of absence (as determined by the Plan
Administrator).  The  foregoing  notwithstanding, employment shall not be deemed
to  continue  beyond  the  first  ninety  (90)  days  of  such leave, unless the
Optionee's  re-employment  rights  are  guaranteed  by  statute  or by contract.

(h)     Exercise  of  Options

(i)     Options  shall  be  exercisable,  in  full or in part, at any time after
vesting,  until  termination.  If  less  than  all of the shares included in the
vested  portion  of  any Option are purchased, the remainder may be purchased at
any  subsequent  time  prior  to  the  expiration of the Option term. Only whole
shares  may  be  issued  pursuant to an Option, and to the extent that an Option
covers  less  than  one  (1)  share,  it  is  unexercisable.

(ii)     Options  or  portions thereof may be exercised by giving written notice
to  the  Corporation,  which  notice  shall  specify  the number of shares to be
purchased, and be accompanied by payment in the amount of the aggregate exercise
price  for  the  Common  Shares so purchased, which payment shall be in the form
specified  in  Section  5.1(i) below.  The Corporation shall not be obligated to
issue,  transfer  or  deliver  a  certificate  representing Common Shares to the
Holder  of  any  Option,  until  provision  has  been made by the Holder, to the

<PAGE>

satisfaction of the Corporation, for the payment of the aggregate exercise price
for  all  shares  for  which  the  Option  shall  have  been  exercised  and for
satisfaction  of  any tax withholding obligations associated with such exercise.
During  the  lifetime  of  an  Optionee,  Options  are  exercisable  only by the
Optionee.

(i)     Payment  upon  Exercise  of  Option

Upon  the  exercise of any Option, the aggregate exercise price shall be paid to
the  Corporation  in  cash  or by certified or cashier's check.  In addition, if
pre-approved  in  writing by the Plan Administrator who may arbitrarily withhold
consent,  the  Holder  may  pay for all or any portion of the aggregate exercise
price  by  complying  with  one  or  more  of  the  following  alternatives:

(i)     by  delivering  to the Corporation Common Shares previously held by such
Holder,  or  by  the Corporation withholding Common Shares otherwise deliverable
pursuant  to  exercise  of  the Option, which Common Shares received or withheld
shall  have  a  fair  market value at the date of exercise (as determined by the
Plan  Administrator)  equal  to  the  aggregate exercise price to be paid by the
Optionee  upon  such  exercise;

(ii)     by  delivering  a  properly  executed  exercise  notice  together  with
irrevocable  instructions  to  a  broker promptly to sell or margin a sufficient
portion of the shares and deliver directly to the Corporation the amount of sale
or  margin  loan  proceeds  to  pay  the  exercise  price;  or

(iii)     by  complying  with  any  other payment mechanism approved by the Plan
Administrator  at  the  time  of  exercise.

(j)     No  Rights  as  a  Shareholder

A  Holder  shall  have  no  rights  as  a shareholder with respect to any shares
covered  by  an Option until such Holder becomes a record holder of such shares,
irrespective  of  whether  such Holder has given notice of exercise.  Subject to
the  provisions of Section 5.1(m) hereof, no rights shall accrue to a Holder and
no adjustments shall be made on account of dividends (ordinary or extraordinary,
whether  in cash, securities or other property) or distributions or other rights
declared on, or created in, the Common Shares for which the record date is prior
to  the  date the Holder becomes a record holder of the Common Shares covered by
the  Option,  irrespective  of whether such Holder has given notice of exercise.

(k)     Non-transferability  of  Options

Options  granted under this Plan and the rights and privileges conferred by this
Plan  may  not  be  transferred, assigned, pledged or hypothecated in any manner
(whether  by  operation  of  law or otherwise) other than by will, by applicable
laws  of  descent  and  distribution,  and  shall  not  be subject to execution,
attachment  or  similar  process.  Upon any attempt to transfer, assign, pledge,
hypothecate  or  otherwise  dispose  of  any Option or of any right or privilege
conferred by this Plan contrary to the provisions hereof, or upon the sale, levy
or any attachment or similar process upon the rights and privileges conferred by
this  Plan,  such  Option  shall  thereupon  terminate and become null and void.

<PAGE>

(l)     Securities  Regulation  and  Tax  Withholding

(i)     Shares shall not be issued with respect to an Option unless the exercise
of  such  Option  and the issuance and delivery of such shares shall comply with
all  Applicable Laws, and such issuance shall be further subject to the approval
of  counsel  for  the Corporation with respect to such compliance, including the
availability  of  an exemption from prospectus and registration requirements for
the  issuance  and  sale  of  such  shares.  The inability of the Corporation to
obtain  from  any  regulatory body the authority deemed by the Corporation to be
necessary for the lawful issuance and sale of any shares under this Plan, or the
unavailability of an exemption from prospectus and registration requirements for
the  issuance  and  sale  of  any  shares  under  this  Plan,  shall relieve the
Corporation  of  any  liability with respect to the non-issuance or sale of such
shares.

(ii)     As a condition to the exercise of an Option, the Plan Administrator may
require  the  Holder  to  represent  and  warrant in writing at the time of such
exercise that the shares are being purchased only for investment and without any
then-present  intention  to  sell or distribute such shares.  If necessary under
Applicable  Laws, the Plan Administrator may cause a stop-transfer order against
such  shares to be placed on the stock books and records of the Corporation, and
a  legend  indicating  that  the  stock  may  not  be pledged, sold or otherwise
transferred  unless an opinion of counsel is provided stating that such transfer
is  not  in violation of any Applicable Laws, may be stamped on the certificates
representing such shares in order to assure an exemption from registration.  The
Plan Administrator also may require such other documentation as may from time to
time  be  necessary  to comply with applicable securities laws.  THE CORPORATION
HAS  NO  OBLIGATION  TO  UNDERTAKE  REGISTRATION OF OPTIONS OR THE COMMON SHARES
ISSUABLE  UPON  THE  EXERCISE  OF  OPTIONS.

(iii)     The  Holder  shall  pay  to  the Corporation by certified or cashier's
check,  promptly  upon  exercise  of  an  Option or, if later, the date that the
amount  of such obligations becomes determinable, all applicable federal, state,
local  and  foreign  withholding  taxes  that  the  Plan  Administrator,  in its
discretion,  determines  to result upon exercise of an Option or from a transfer
or  other  disposition  of  Common Shares acquired upon exercise of an Option or
otherwise  related  to an Option or Common Shares acquired in connection with an
Option.  Upon  approval  of  the  Plan  Administrator, a Holder may satisfy such
obligation  by complying with one or more of the following alternatives selected
by  the  Plan  Administrator:

<PAGE>

A.     by  delivering  to  the Corporation Common Shares previously held by such
Holder  or  by  the  Corporation withholding Common Shares otherwise deliverable
pursuant to the exercise of the Option, which Common Shares received or withheld
shall  have  a  fair  market value at the date of exercise (as determined by the
Plan Administrator) equal to any withholding tax obligations arising as a result
of  such  exercise,  transfer  or  other  disposition;

B.     by  executing  appropriate  loan  documents  approved  by  the  Plan
Administrator  by which the Holder borrows funds from the Corporation to pay any
withholding  taxes due under this Section 5.1(l)(iii), with such repayment terms
as  the  Plan  Administrator  shall  select;  or

C.     by  complying  with  any  other  payment  mechanism  approved by the Plan
Administrator  from  time  to  time.

(iv)     The  issuance, transfer or delivery of certificates representing Common
Shares  pursuant to the exercise of Options may be delayed, at the discretion of
the  Plan  Administrator,  until  the  Plan  Administrator is satisfied that the
applicable requirements of all Applicable Laws and the withholding provisions of
the  Code  have been met and that the Holder has paid or otherwise satisfied any
withholding  tax  obligation  as  described  in  Section  5.1(l)(iii)  above.

(m)     Adjustments  Upon  Changes  In  Capitalization

(i)     The  aggregate  number  and  class  of  shares  for which Options may be
granted  under  this  Plan,  the  number  and  class  of  shares covered by each
outstanding  Option, and the exercise price per share thereof (but not the total
price),  and  each  such  Option,  shall all be proportionately adjusted for any
increase  or  decrease  in the number of issued Common Shares of the Corporation
resulting  from:

A.     a  subdivision or consolidation of shares or any like capital adjustment,
or

B.     the  issuance  of  any  Common  Shares, or securities exchangeable for or
convertible  into  Common  Shares, to the holders of all or substantially all of
the  outstanding  Common Shares by way of a stock dividend (other than the issue
of  Common  Shares,  or  securities  exchangeable for or convertible into Common
Shares,  to  holders  of  Common Shares pursuant to their exercise of options to
receive  dividends  in the form of Common Shares, or securities convertible into
Common  Shares,  in  lieu of dividends paid in the ordinary course on the Common
Shares).

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(ii)     Except  as provided in Section 5.1(m)(iii) hereof, upon a merger (other
than  a  merger  of  the  Corporation  in  which  the  holders  of Common Shares
immediately  prior to the merger have the same proportionate ownership of common
shares  in  the  surviving  corporation  immediately  after  the  merger),
consolidation,  acquisition  of  property  or  stock, separation, reorganization
(other than a mere re-incorporation or the creation of a holding Corporation) or
liquidation  of  the  Corporation,  as a result of which the shareholders of the
Corporation,  receive  cash,  shares  or  other  property  in exchange for or in
connection  with  their  Common  Shares,  any  Option  granted  hereunder  shall
terminate,  but the Holder shall have the right to exercise such Holder's Option
immediately  prior to any such merger, consolidation, acquisition of property or
shares,  separation,  reorganization  or  liquidation,  and  to  be treated as a
shareholder  of  record  for  the  purposes  thereof,  to the extent the vesting
requirements  set  forth  in  the  Option  agreement  have  been  satisfied.

(iii)     If  the  shareholders of the Corporation receive shares in the capital
of  another  corporation ("Exchange Shares") in exchange for their Common Shares
in any transaction involving a merger (other than a merger of the Corporation in
which the holders of Common Shares immediately prior to the merger have the same
proportionate  ownership  of  Common  Shares  in  the  surviving  corporation
immediately after the merger), consolidation, acquisition of property or shares,
separation or reorganization (other than a mere re-incorporation or the creation
of a holding Corporation), all Options granted hereunder shall be converted into
options  to  purchase Exchange Shares unless the Corporation and the corporation
issuing the Exchange Shares, in their sole discretion, determine that any or all
such  Options  granted hereunder shall not be converted into options to purchase
Exchange  Shares  but instead shall terminate in accordance with, and subject to
the  Holder's right to exercise the Holder's Options pursuant to, the provisions
of  Section  5.1(m)(ii).  The  amount  and  price  of converted options shall be
determined by adjusting the amount and price of the Options granted hereunder in
the  same  proportion  as used for determining the number of Exchange Shares the
holders  of the Common Shares receive in such merger, consolidation, acquisition
or  property  or stock, separation or reorganization.  Unless accelerated by the
Board,  the vesting schedule set forth in the option agreement shall continue to
apply  to  the  options  granted  for  the  Exchange  Shares.

(iv)     In  the  event of any adjustment in the number of Common Shares covered
by  any  Option,  any  fractional shares resulting from such adjustment shall be
disregarded  and  each  such  Option  shall cover only the number of full shares
resulting  from  such  adjustment.

(v)     All  adjustments  pursuant  to  Section 5.1(m) shall be made by the Plan
Administrator,  and  its determination as to what adjustments shall be made, and
the  extent  thereof,  shall  be  final,  binding  and  conclusive.

<PAGE>

(vi)     The  grant  of an Option shall not affect in any way the right or power
of  the  Corporation  to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, to merge, consolidate or dissolve,
to  liquidate  or to sell or transfer all or any part of its business or assets.

6.     EFFECTIVE  DATE;  AMENDMENT;  SHAREHOLDER  APPROVAL

6.1     Options may be granted by the Plan Administrator from time to time on or
after  the  date  on  which  this  Plan  is adopted by the Board (the "Effective
Date").

6.2     Unless  sooner terminated by the Board, this Plan shall terminate on the
tenth  anniversary  of  the Effective Date.  No Option may be granted after such
termination  or  during  any  suspension  of  this  Plan.

6.3     Any  Options granted by the Plan Administrator prior to the ratification
of  this Plan by the shareholders of the Corporation shall be granted subject to
approval  of  this  Plan  by  the  holders  of  a  majority of the Corporation's
outstanding  voting  shares,  voting either in person or by proxy at a duly held
shareholders'  meeting  within  twelve (12) months before or after the Effective
Date.  If  such  shareholder  approval  is  sought and not obtained, all Options
granted  prior  thereto  and  thereafter shall be considered Non-Qualified Stock
Options  and  any  Options granted to Covered Employees will not be eligible for
the  exclusion  set  forth  in  Section  162(m)  of the Code with respect to the
deductibility  by  the  Corporation  of  certain  compensation.

7.     NO  OBLIGATIONS  TO  EXERCISE  OPTION

7.1     The  grant  of an Option shall impose no obligation upon the Optionee to
exercise  such  Option.

8.     NO  RIGHT  TO  OPTIONS  OR  TO  EMPLOYMENT

8.1     Whether  or  not  any Options are to be granted under this Plan shall be
exclusively  within  the  discretion  of  the  Plan  Administrator,  and nothing
contained  in  this  Plan  shall  be construed as giving any person any right to
participate  under this Plan.  The grant of an Option shall in no way constitute
any form of agreement or understanding binding on the Corporation or any Related
Corporation, express or implied, that the Corporation or any Related Corporation
will  employ  or  contract with an Optionee for any length of time, nor shall it
interfere  in  any  way  with  the Corporation's or, where applicable, a Related
Corporation's  right to terminate Optionee's employment at any time, which right
is  hereby  reserved.

9.     APPLICATION  OF  FUNDS

9.1     The  proceeds received by the Corporation from the sale of Common Shares
issued  upon  the  exercise  of  Options  shall  be  used  for general corporate
purposes,  unless  otherwise  directed  by  the  Board.

<PAGE>

10.     INDEMNIFICATION  OF  PLAN  ADMINISTRATOR

10.1     In  addition  to  all  other rights of indemnification they may have as
members  of the Board, members of the Plan Administrator shall be indemnified by
the  Corporation  for  all  reasonable  expenses  and liabilities of any type or
nature,  including attorneys' fees, incurred in connection with any action, suit
or  proceeding  to  which  they  or  any of them are a party by reason of, or in
connection  with,  this  Plan or any Option granted under this Plan, and against
all amounts paid by them in settlement thereof (provided that such settlement is
approved  by  independent  legal counsel selected by the Corporation), except to
the  extent  that  such expenses relate to matters for which it is adjudged that
such  Plan Administrator member is liable for willful misconduct; provided, that
within  fifteen  (15)  days  after  the  institution of any such action, suit or
proceeding,  the  Plan  Administrator member involved therein shall, in writing,
notify  the  Corporation  of  such  action,  suit  or  proceeding,  so  that the
Corporation  may  have  the  opportunity  to  make  appropriate  arrangements to
prosecute  or  defend  the  same.

11.     AMENDMENT  OF  PLAN

11.1     The  Plan  Administrator  may,  at any time, modify, amend or terminate
this Plan or modify or amend Options granted under this Plan, including, without
limitation,  such  modifications  or  amendments  as  are  necessary to maintain
compliance  with  the Applicable Laws.  The Plan Administrator may condition the
effectiveness  of  any  such amendment on the receipt of shareholder approval at
such  time  and  in such manner as the Plan Administrator may consider necessary
for  the  Corporation  to  comply  with  or  to avail the Corporation and/or the
Optionees  of  the  benefits  of  any  securities,  tax, market listing or other
administrative  or  regulatory  requirements.
Effective  Date:  November  1,  1999