EXHIBIT 10.14

                              STAKE TECHNOLOGY LTD.

                             2001 STOCK OPTION PLAN

The purpose of the Stake Technology Ltd. 2001 Stock Option Plan (the "Plan") is
to have options available to grant to the employees, directors and consultants
of Stake Technology Ltd. and its subsidiaries. Such a Plan is vital to ensure
the long-term retention of employees, directors and consultants. Stock option
plans develop the interest and incentive of employees of the companies that
Stake Technology Ltd. (Stake) and its subsidiaries may acquire by providing them
with an opportunity to purchase common shares of the Company, thereby advancing
the interests of the Company and its shareholders.

Subject to shareholder approval, the 2001 Stock Option Plan was approved by the
Board of Directors (Board) of the Company, on March 13, 2001 at which time up to
1,000,000 Common Shares of the Company were reserved for the Plan.

                                    The Plan

1.    Purpose of the Plan

      An option granted under the Plan provides an employee, director or
      consultant of Stake with the opportunity to purchase common shares of the
      Company.

2.    Definitions

      In this Plan:

      "Date of Exercise" means the date upon which an Eligible Employee returns
      a completed Option purchase form to the Company together with payment in
      full for the number of Optioned Shares such employee, director or
      consultant is purchasing pursuant to such form;

      "Eligible Person" means an employee, director or consultant of Stake or
      its subsidiaries at the time of the grant of an option;

      "Option" means the right granted under this Plan to an eligible employee
      to purchase a specified number of common shares of the Company pursuant to
      the provisions of the Plan;

      "Option Committee" means the committee chosen by the Board of the Company
      to administer the Plan;

      "Optionee" means a eligible employee of the Company who has been granted
      an Option pursuant to the Plan;

      "Option Period" means, unless otherwise provided by the Board of Directors
      of the Company, that period during which an Optionee granted an Option may
      purchase Optioned Shares commencing on the date approved by Shareholders
      and ending March 13, 2011.

      "Option Price" means the price per share at which an Optionee may purchase
      Optioned Shares; and,

      "Optioned Shares" means those Common Shares in respect of which an Option
      is granted to an Optionee under this Plan.

3.    Eligibility

      The eligibility to participate in the Plan is at the discretion of the
      Board of the Company.

4.    The Number of Shares an Optionee is Entitled to Under the Plan

      The Option Committee shall determine the number of Optioned Shares in
      respect of which an Option is granted at the time of the grant of the
      Option.

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5.    Purchase Price for Optioned Shares

      The purchase price of Optioned Shares comprised in an Option granted under
      the Plan shall be equal to 100% of the fair market of the common shares of
      the Company based on the closing price on the previous trading day of the
      grant date as determined by the Board of the Company at the time of the
      grant of the Option in accordance with the policies of any applicable
      regulatory authority.

6.    Exercise of Option

      Each Option granted under the Plan shall vest at such time or times as may
      be determined by the Board or the Option Committee and no rights under the
      Plan or any Option shall accrue to any Optionee in any Optioned Shares
      forming the subject matter of an Option prior to the vesting date of such
      Shares.

      The Option Committee will decide the vesting date of the Options granted
      to the Optionee under the Plan at the time of grant pursuant to Article 12
      hereof.

      The right of exercise shall be cumulative and any Optionee, if still an
      Employee of an eligible company, may exercise the Option in respect of any
      Optioned Shares, which have vested at any time during the Option Period
      subject to the provisions of Articles 10 and 11 hereof.

      In order to purchase Optioned Shares under the Plan, an Optionee shall
      complete and execute an Option Exercise Form in the form of Schedule 1
      attached hereto and deliver it to the Company together with a certified
      cheque for the full purchase price of the Optioned Shares being acquired.

      Subject to the prior vesting of Optioned Shares and of restriction on
      purchase dates or as otherwise determined by the Option Committee, an
      Optionee can exercise all or any part of the Option at any time.

7.    Optionee Commitment

      An Optionee has no obligation to purchase any or all of the Optioned
      Shares at any time but, to the extent an Optionee exercises the Option,
      the full purchase price of the Optioned Shares purchased pursuant to such
      exercise must be paid in full as set out under "Exercise of Option" above.

8.    Share Certificates

      The Company will deliver a share certificate representing the Optioned
      Shares purchased pursuant to exercise of an Option as soon as reasonably
      possible after the exercise thereof.


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9.    Transfer and Assignment

      No Option or any of the rights thereunder is assignable or transferable by
      an Optionee at any time during the Optionee's lifetime. Upon the exercise
      of an Option, the Optionee may sell or otherwise dispose of such shares in
      any manner that the Optionee wishes in any jurisdiction in which the same
      are qualified for sale and subject to any regulatory authority having
      jurisdiction over such sale.

10.   Termination for any Reason other than Death

      If an Optionee is terminated, resigns, or otherwise severs his or her
      relationship with the Company at any time before the end of the Option
      Period for any reason other than the death of such Optionee, such Optionee
      may, at any time during the 30 day period immediately next following the
      date of termination of employment, excluding the date of termination,
      purchase all or any part of the Optioned Shares which have vested in him
      or her and which he or she is entitled to purchase under the Option in the
      manner provided in the Plan. At 5:00 o'clock in the afternoon, local time,
      on such 30th day, if such day be a business day, such Option shall fully
      cease and determine and all rights of such Optionee thereunder shall
      cease, or, if such day shall not be a business day at 5:00 o'clock in the
      afternoon, local time, on the business day next following.

      If through the operation of Article 6 hereof, none of the Optioned Shares
      shall have vested in such Optionee, the provisions of Article 6 hereof
      shall prevail and such Optionee shall not be entitled to purchase any
      Optioned Shares notwithstanding the provisions of this Article.

      Transfer by the Optionee to a subsidiary of the Company or any other
      Company affiliated with it or from such subsidiary or affiliate to the
      Company shall be deemed not to be a termination of employment under this
      Article and all rights of the Optionee under such Option shall continue in
      full force and effect after such transfer.

11.   Termination by Reason of Death

      If any Optionee shall die at any time prior to the end of the Option
      Period and before such Optionee has purchased all of the Optioned Shares
      optioned to him or her, the exercise date with respect to any unexercised
      portion of an Option provided in Article 6 hereof will be accelerated and
      such Optionee's personal representatives may purchase all or any portion
      of the Optioned Shares of such deceased Optionee as provided in this Plan
      at any time during the shorter of the period of the Option Period or 180
      days immediately next following the death of the Optionee excluding the
      date of death if such day be a business day or, if such day shall not be a
      business day, on the business day next following.

12.   Administration of the Plan

      An Option Committee shall administer the Plan. The Option Committee has
      been delegated the authority by the Board of the Company to designate
      those employees, consultants and directors of Sunrich or future business
      interest that Stake may acquire in the near term who are to be granted
      Options in the Plan, the number of Optioned Shares to be granted to each
      such Optionee and otherwise to administer and interpret the Plan and the
      Options granted thereunder. The Board may amend, modify or terminate the
      Plan or any Option granted thereunder in respect of any Optioned Shares
      which shall not have become vested in an Optionee pursuant to the
      provisions of the Plan at any time without notice, but no such amendment,
      modification or termination shall divest any rights under any Option which
      shall have become vested in any Optionee.

      Any determination of the Option Committee shall be final and conclusive,
      unless the Board of the Company overrules any such determination, in which
      case the decision of the Board shall be final, conclusive and binding. The
      members of the Option Committee at the date hereof are as follows: Jeremy
      N. Kendall, Cyril Ing and Tim Bergqvist.

      The Option Committee may delegate the day to day administration of the
      Plan to an officer of the Company.

13.   Changes Affecting Optioned Shares

      In the case of any reorganization or recapitalization of the Company (by
      reclassification of its outstanding capital stock), or its consolidation
      or merger with or into another corporation, or the sale, conveyance, lease
      or other transfer by the


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      Company of all or substantially all of its property, pursuant to any of
      which events the then outstanding shares of the Company's capital are
      consolidated or subdivided, or are changed into or become exchangeable for
      other shares or stock, the Optionee, upon exercise of his or her Option,
      shall be entitled to receive in lieu of the Optioned Shares which he or
      she would otherwise have been entitled to receive upon such exercise and
      without any payment in addition to the Option Price therefor, the shares
      of stock which the Optionee would have received upon such reorganization,
      recapitalization, consolidation, subdivision, merger, sale or other
      transfer, if immediately prior thereto he or she had owned the Optioned
      Shares to which such exercise of the Option relates and had exchanged such
      Optioned Shares in accordance with the terms of such reorganization,
      recapitalization, consolidation, subdivision, merger, sale or other
      transfer.

      Notwithstanding the foregoing provisions of this Article 13, no adjustment
      provided for herein shall require the Company to deliver a fractional
      share under the Option.

14.   Employment

      The granting of an Option to any person under the Plan shall not confer
      any rights upon such Optionee other than those provided in the Plan and,
      without limiting the generality of the foregoing, shall not confer or be
      deemed to confer upon any such Optionee any right to continue as an
      employee, director or consultant of the Company, or any subsidiary or
      affiliate thereof.

15.   No Shareholder Right

      The granting of an Option pursuant to the Plan shall not confer any rights
      upon any Optionee as a shareholder of the Company, nor the right to
      receive notice of, attend nor vote at any meeting of shareholders of the
      Company until the exercise of an Option and such rights shall extend only
      to those number of Optioned Shares in respect of which the Option was
      exercised.

16.   Governing Law

      The Plan is established under the laws of the Province of Ontario and the
      rights of all parties and the construction and effect of each provision of
      the Plan shall be governed by the laws of the Province of Ontario; except
      in respect to any sale of any of the Common Shares in respect of which an
      Option has been exercised which shall be governed by the laws of the
      jurisdiction in which an Optionee proposes to sell such shares.

17.   Termination of the Plan

      The Plan will terminate on March 13, 2011 unless otherwise determined by
      the Option Committee unless all of the Options granted under the Plan are
      exercised, in which case the Plan will terminate on the date all of the
      Options granted under the Plan have been exercised.

IN WITNESS WHEREOF, subject to shareholder approval, the Company has executed
this Plan as of March 13, 2001.

STAKE TECHNOLOGY LTD.


J. N. Kendall, Chairman and CEO           Leslie N. Markow, CAO and Assistant
                                          Corporate Secretary


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                                   SCHEDULE 1

                          To the STAKE TECHNOLOGY LTD.

                             2001 Stock Option Plan

To:      Stake Technology Ltd.

And to:  American Stock Transfer and Trust Company

                              OPTION EXERCISE FORM

The undersigned hereby subscribes for _____________ Common Shares of Stake
Technology Ltd. (the "Company") that the undersigned is entitled to pursuant to
the provisions of the Stake Technology Ltd. 2001 Stock Option Plan.

I attach my cheque payable to the Company in the sum of $______________________,
representing the purchase price of the said Shares.

Dated at _________________________, this __________ day of ____________________,
20___.

Name:     __________________________            SIN:__________________________

Address:  __________________________            or

          __________________________            S.S.:_________________________

          __________________________
                                                Signature:____________________

Please call Leslie Markow - CAO at (905) 455-1990 x 109 if you wish to exercise
any of your options.


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