HEALTHCARE CAPITAL CORP.

                           SECOND AMENDED AND RESTATED

                                STOCK AWARD PLAN

                                    ARTICLE 1
                            ESTABLISHMENT AND PURPOSE

                  1.1  Establishment;   Amendment  and  Restatement.  HealthCare
Capital Corp.  ("Corporation")  established the HealthCare  Capital Corp.  Stock
Award  Plan  (the  "Plan"),  effective  as of  December  10,  1996,  subject  to
shareholder  approval  as  provided  in  Article  16 of the  Plan.  The Plan was
previously  amended and  restated  effective  February  5, 1997,  and is further
amended and restated as set forth herein effective October 15, 1997.

                  1.2 Purpose. The purpose of the Plan is to promote and advance
the interests of Corporation and its  shareholders  by enabling  Corporation and
its subsidiaries to attract,  retain, and reward key employees,  directors,  and
outside  consultants.  It is  also  intended  to  strengthen  the  mutuality  of
interests  between  such  employees,  directors,  and  outside  consultants  and
Corporation's shareholders. The Plan is designed to meet this intent by offering
stock  options and other  equity-based  incentive  awards,  thereby  providing a
proprietary  interest in  pursuing  the  long-term  growth,  profitability,  and
financial success of Corporation.

                                    ARTICLE 2
                                   DEFINITIONS

                  2.1 Defined  Terms.  For purposes of the Plan,  the  following
terms shall have the meanings set forth below:

                  "AWARD"  means  an award or  grant  made to a  Participant  of
Options,  Stock Appreciation  Rights,  Restricted Units,  Performance Awards, or
Other Stock-Based Awards pursuant to the Plan.

                  "AWARD  AGREEMENT"  means an agreement as described in Section
6.4 evidencing an Award granted under the Plan.

                  "BOARD" means the Board of Directors of Corporation.

                  "CODE" means the Internal Revenue Code of 1986, as amended and
in effect from time to time,  or any  successor  thereto,  together  with rules,
regulations,  and interpretations  promulgated thereunder.  Where the context so
requires, any reference to a particular Code section shall be construed to refer
to the successor provision to such Code section.

                  "CONSULTANT" means any consultant or adviser to Corporation or
a Subsidiary who is not an employee of Corporation or a Subsidiary, but does not
include any person involved in a capital-raising  or investor relations activity
on behalf of the Corporation.


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                  "CONTINUING  RESTRICTION"  means a  Restriction  contained  in
Sections 15.4, 15.6, and 15.7 of the Plan and any other  Restrictions  expressly
designated by the Board in an Award Agreement as a Continuing Restriction.

                  "CORPORATION"  means  HealthCare  Capital  Corp.,  an Alberta,
Canada, corporation, or any successor corporation.

                  "DISABILITY"  means the condition of being  "disabled"  within
the meaning of Section 22(e)(3) of the Code.  However,  the Board may change the
foregoing  definition of  "Disability"  or may adopt a different  definition for
purposes of specific Awards.

                  "DOLLARS" OR "$" means United States dollars.

                  "EXCHANGE ACT" means the  Securities  Exchange Act of 1934, as
amended and in effect from time to time,  or any  successor  statute.  Where the
context so requires,  any reference to a particular section of the Exchange Act,
or to any rule  promulgated  under the Exchange Act, shall be construed to refer
to successor provisions to such section or rule.

                  "FAIR  MARKET  VALUE" of a Share on a  particular  day  means,
without regard to any  Restrictions,  the mean between the reported high and low
sale prices,  or, if there is no sale on such day, the mean between the reported
bid and asked prices, for that day, of Shares on that day or, if that day is not
a trading day, the last prior trading day, on the principal  securities exchange
or automated securities  interdealer quotation system on which such Shares shall
have been traded.

                  "INCENTIVE  STOCK  OPTION" or "ISO"  means any Option  granted
pursuant to the Plan that is intended to be and is  specifically  designated  in
its Award Agreement as an "incentive stock option" within the meaning of Section
422 of the Code.

                  "NONEMPLOYEE  DIRECTOR" means a member of the Board who is not
an employee of Corporation or a Subsidiary.

                  "NONQUALIFIED  OPTION"  or  "NQO"  means  any  Option  granted
pursuant to the Plan that is not an Incentive Stock Option.

                  "OPTION" means an ISO or an NQO.

                  "OTHER  STOCK-BASED  AWARD"  means an Award  as  described  in
Section .

                  "PARTICIPANT"  means an employee or Consultant of  Corporation
or a  Subsidiary  or a  Nonemployee  Director  who is granted an Award under the
Plan.

                  "PERFORMANCE  AWARD"  means an Award  granted  pursuant to the
provisions  of  Article  of the Plan,  the  Vesting  of which is  contingent  on
attaining one or more Performance Goals.


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                  "PERFORMANCE  CYCLE"  means a  designated  performance  period
pursuant to the provisions of Section of the Plan.

                  "PERFORMANCE  GOAL" means a designated  performance  objective
pursuant to the provisions of Section of the Plan.

                  "PLAN" means this HealthCare  Capital Corp.  Stock Award Plan,
as amended and restated as set forth  herein and as it may be hereafter  amended
from time to time.

                  "REPORTING  PERSON" means a Participant  who is subject to the
reporting requirements of Section 16(a) of the Exchange Act.

                  "RESTRICTED  UNIT" means an Award of stock units  representing
Shares described in Section 9.1 of the Plan.

                  "RESTRICTION"  means a  provision  in the  Plan or in an Award
Agreement which limits the exercisability or  transferability,  or which governs
the  forfeiture,  of an Award or the Shares,  cash,  or other  property  payable
pursuant to an Award.

                  "RETIREMENT" means:

                  (a) For Participants who are employees, retirement from active
         employment with Corporation and its Subsidiaries at or after age 65, or
         such earlier  retirement  date as approved by the Board for purposes of
         the Plan;

                  (b)   For   Participants   who  are   Nonemployee   Directors,
         termination of membership on the Board after  attaining age 65, or such
         earlier  retirement  date as approved by the Board for  purposes of the
         Plan; and

                  (c)  For   individual   Participants   who  are   Consultants,
         termination of service as a Consultant after attaining a retirement age
         specified by the Board for purposes of an Award to such Consultant.

However,  the Board may change the foregoing  definition of  "Retirement" or may
adopt a different definition for purposes of specific Awards.

                  "SHARES" means the Common Shares without  nominal or par value
of Corporation or any security of Corporation issued in substitution,  exchange,
or in lieu of such securities.

                  "STOCK  APPRECIATION  RIGHT" or "SAR" means an Award described
in Article 8 of the Plan.

                  "STOCK OPTION PLAN" means the  Corporation's  incentive  stock
option plan adopted effective November 18, 1993.


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                  "SUBSIDIARY"  means a "subsidiary  corporation" of Corporation
within the meaning of Section 425 of the Code,  namely any  corporation in which
Corporation  directly  or  indirectly  controls  50 percent or more of the total
combined voting power of all classes of stock having voting power.

                  "VEST" or "VESTED" means:

                  (a) In the case of an Award that requires  exercise,  to be or
         to  become   immediately   and  fully   exercisable  and  free  of  all
         Restrictions (other than Continuing Restrictions);

                  (b) In the case of an Award that is subject to forfeiture,  to
         be or to become  nonforfeitable,  freely transferable,  and free of all
         Restrictions (other than Continuing Restrictions);

                  (c) In the case of an Award that is  required  to be earned by
         attaining  specified  Performance  Goals, to be or to become earned and
         nonforfeitable,  freely  transferable,  and  free  of all  Restrictions
         (other than Continuing Restrictions); or

                  (d) In the case of any other Award as to which  payment is not
         dependent solely upon the exercise of a right,  election, or option, to
         be or to  become  immediately  payable  and  free  of all  Restrictions
         (except Continuing Restrictions).

                  2.2 Gender and Number. Except where otherwise indicated by the
context,  any  masculine  or  feminine  terminology  used in the Plan shall also
include the opposite  gender;  and the  definition of any term in Section in the
singular shall also include the plural, and vice versa.

                                    ARTICLE 3
                                 ADMINISTRATION

                  3.1 General. Except as provided in Section 3.2, the Plan shall
be administered by the Board.

                  3.2 Committee.  The Board may delegate  administration  of the
Plan to a committee of two or more Nonemployee Directors. In the event the Board
delegates  administration  to such a committee,  the committee will have all the
authority of the Board with respect to  administration  of the Plan,  other than
the authority to grant Awards to Nonemployee  Directors,  which  authority shall
reside  exclusively with the Board, and subject to any additional limits on such
delegation imposed by the Board.

                  3.3  Authority  of the Board.  The Board shall have full power
and  authority to  administer  the Plan in its sole  discretion,  including  the
authority to:

                  (a)  Construe and interpret the Plan and any Award Agreement;



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                  (b)  Promulgate,  amend,  and  rescind  rules  and  procedures
         relating to the implementation of the Plan;

                  (c) With respect to Participants:

                           (i) Select the employees,  Nonemployee Directors, and
                  Consultants who will be granted Awards;

                           (ii)  Determine  the number and types of Awards to be
                  granted to each Participant;

                           (iii)  Determine  the  number  of  Shares,  or  Share
                  equivalents, to be subject to each Award;

                           (iv) Determine the option price, purchase price, base
                  price, or similar feature for any Award; and

                           (v)  Determine  all the terms and  conditions  of all
                  Award Agreements, consistent with the requirements of the Plan
                  and  subject  to  approval,  to the  extent  required,  by any
                  regulatory  authority having  jurisdiction over Awards granted
                  under the Plan.

Decisions of the Board, or any delegate as permitted by the Plan, will be final,
conclusive, and binding on all Participants.

                  3.4 Liability of Board Members. No member of the Board will be
liable for any action or  determination  made in good faith with  respect to the
Plan, any Award, or any Participant.

                  3.5 Costs of Plan. The costs and expenses of administering the
Plan will be borne by Corporation.

                                    ARTICLE 4
               DURATION OF THE PLAN AND SHARES SUBJECT TO THE PLAN

                  4.1 Duration of the Plan. The HealthCare  Capital Corp.  Stock
Award Plan initially became effective  December 10, 1996, subject to approval by
Corporation's  shareholders as provided in Article 16 of the Plan. The Plan will
remain in effect  until  Awards have been  granted  covering  all the  available
Shares or the Plan is otherwise terminated by the Board.
Termination of the Plan will not affect outstanding Awards.

                  4.2  Shares Subject to the Plan.

                  4.2.1 General.  The shares which may be made subject to Awards
under the Plan are Shares, which may be either authorized and unissued Shares or
reacquired Shares. No fractional Shares may be issued under the Plan.


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                  4.2.2 Maximum  Number of Shares.  The maximum number of Shares
for which Awards may be granted under the Plan is 3,000,000  Shares,  subject to
adjustment  pursuant to Article 13 of the Plan; provided that the maximum number
of Shares  issuable  under the Plan may not exceed the number  permitted  by the
regulations,   guidelines  or  policies  of  any  regulatory   authority  having
jurisdiction over the issuance of Shares pursuant to the Plan.

                  4.2.3  Availability  of Shares for Future Awards.  If an Award
under the Plan is canceled or expires for any reason  prior to having been fully
Vested or exercised by a Participant  or is settled in cash in lieu of Shares or
is exchanged  for other Awards,  all Shares  covered by such Awards will be made
available for future Awards under the Plan. Furthermore, any Shares covered by a
Stock  Appreciation  Right  which  are not  issued  upon  exercise  will  become
available for future Awards.

                                    ARTICLE 5
                                   ELIGIBILITY

                  Officers  and  other  key  employees  of  Corporation  and its
Subsidiaries  (who  may  also be  directors  of  Corporation  or a  Subsidiary),
Consultants, and Nonemployee Directors who, in the Board's judgment, are or will
be  contributors  to the long-term  success of Corporation  shall be eligible to
receive Awards under the Plan.

                                    ARTICLE 6
                                     AWARDS

                  6.1 Types of Awards.  The types of Awards  that may be granted
under the Plan are:

                  (a)  Options governed by Article  of the Plan;

                  (b)  Stock  Appreciation  Rights  governed  by  Article of the
         Plan;

                  (c)  Restricted Units governed by Article  of the Plan;

                  (d)  Performance Awards governed by Article  of the Plan; and

                  (e)  Other Stock-Based  Awards or combination  Awards governed
         by Article of the Plan.

In the discretion of the Board,  any Award may be granted alone, in addition to,
or in tandem with other Awards under the Plan.

                  6.2 General. Subject to the limitations of the Plan, the Board
may cause  Corporation to grant Awards to such  Participants,  at such times, of
such types, in such amounts, for such periods, with such option prices, purchase
prices, or base prices, and subject to such terms, conditions,  limitations, and
restrictions as the Board, in its discretion,  deems appropriate;  provided that
all Awards granted under the Plan are subject to approval by any regulatory


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authority  having  jurisdiction  over such  grants.  Awards  may be  granted  as
additional  compensation  to a Participant or in lieu of other  compensation  to
such  Participant.  A Participant  may receive more than one Award and more than
one type of Award under the Plan,  subject to approval,  to the extent required,
by any regulatory  authority having  jurisdiction  over Awards granted under the
Plan.

                  6.3  Nonuniform  Determinations.  The  Board's  determinations
under  the  Plan or  under  one or more  Award  Agreements,  including,  without
limitation,  the selection of Participants to receive  Awards,  the type,  form,
amount,  and timing of  Awards,  the terms of  specific  Award  Agreements,  and
elections  and  determinations  made by the Board with  respect to  exercise  or
payments of Awards, need not be uniform and may be made by the Board selectively
among  Participants  and  Awards,  whether  or not  Participants  are  similarly
situated.

                  6.4  Award  Agreements.  Each  Award  will be  evidenced  by a
written  Award  Agreement  between   Corporation  and  the  Participant.   Award
Agreements,  or the form thereof, must be approved by the Board and may, subject
to the  provisions  of the Plan,  contain any  provision  approved by the Board,
subject to approval,  to the extent required, by any regulatory authority having
jurisdiction over Awards granted under the Plan.

                  6.5  Provisions  Governing  All  Awards.  All  Awards  will be
subject to the following provisions:

                  (a) Alternative  Awards. If any Awards are designated in their
         Award  Agreements as alternative to each other,  the exercise of all or
         part of one Award  automatically  will cause an immediate equal (or pro
         rata)  corresponding  termination  of the  other  alternative  Award or
         Awards.

                  (b)  Rights  as  Shareholders.  No  Participant  will have any
         rights of a  shareholder  with  respect  to Shares  subject to an Award
         until such Shares are issued in the name of the Participant.

                  (c)  Employment  Rights.  Neither the adoption of the Plan nor
         the  granting  of any  Award  will  confer on any  person  the right to
         continued employment with Corporation or any Subsidiary or the right to
         remain  as a  director  of  or  a  consultant  to  Corporation  or  any
         Subsidiary,  as the case may be, and will not interfere in any way with
         the right of  Corporation  or a Subsidiary  to terminate  such person's
         employment or to remove such person as a Consultant or as a director at
         any time for any reason or for no reason, with or without cause.

                  (d) Termination Of Employment.  The terms and conditions under
         which an  Award  may be  exercised,  if at all,  after a  Participant's
         termination  of  employment  or service as a  Nonemployee  Director  or
         Consultant  will  be  determined  by the  Board  and  specified  in the
         applicable  Award  Agreement,   subject  to  approval,  to  the  extent
         required,  by any regulatory  authority having jurisdiction over Awards
         granted under the Plan.


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                  (e) Change in  Control.  The  Board,  in its  discretion,  may
         provide in any Award Agreement that in the event of a change in control
         of  Corporation  (as the  Board  may  define  such  term  in the  Award
         Agreement), as of the date of such change in control:

                           (i) All, or a specified  portion of, Awards requiring
                  exercise  will  become  fully  and  immediately   exercisable,
                  notwithstanding any other limitations on exercise;

                           (ii) All, or a specified  portion of, Awards  subject
                  to Restrictions will become fully Vested; and

                           (iii) All, or a specified  portion of, Awards subject
                  to Performance Goals will be deemed to have been fully earned.

         The Board, in its discretion,  may include change in control provisions
         in some Award  Agreements  and not in  others,  may  include  different
         change in control  provisions in different  Award  Agreements,  and may
         include   change  in  control   provisions  for  some  Awards  or  some
         Participants and not for others.

                  (f) Reporting Persons. Notwithstanding anything in the Plan to
         the contrary, the Board, in its sole discretion, may bifurcate the Plan
         so as to restrict,  limit, or condition the use of any provision of the
         Plan to Participants who are Reporting  Persons without so restricting,
         limiting or conditioning the Plan with respect to other Participants.

                  (g) Service Periods. At the time of granting Awards, the Board
         may specify,  by  resolution or in the Award  Agreement,  the period or
         periods of service  performed or to be performed by the  Participant in
         connection with the grant of the Award.

                  (h)  Nontransferability.  Each Award shall not be transferable
         or  assignable  otherwise  than  by will or the  laws  of  descent  and
         distribution  and shall be exercisable (if exercise is required) during
         the lifetime of the  Participant,  only by the  Participant  or, in the
         event the Participant becomes legally incompetent, by the Participant's
         guardian or legal representative.

                                    ARTICLE 7
                                     OPTIONS

                  7.1 Types of Options. Options granted under the Plan may be in
the form of Incentive Stock Options or Nonqualified  Options.  The grant of each
Option and the Award Agreement governing each Option will identify the Option as
an ISO or an NQO.  In the event the Code is amended to provide  for  tax-favored
forms of stock options other than or in addition to Incentive Stock Options, the
Board may grant Options under the Plan meeting the requirements of such forms of
options.

                  7.2  General.  Options  will  be  subject  to  the  terms  and
conditions  set forth in Article of the Plan and this  Article  and may  contain
such additional terms and conditions,


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not  inconsistent  with the express  provisions  of the Plan, as the Board deems
desirable,  subject to approval by any regulatory  authority having jurisdiction
over Awards granted under the Plan.

                  7.3 Option Price.  Each Award Agreement for Options will state
the  option  exercise  price  per Share of Common  Stock  purchasable  under the
Option, which will not be less than:

                  (a) 75 percent of the Fair Market Value of a Share on the date
         of grant for all Nonqualified Options; or

                  (b) 100  percent  of the Fair  Market  Value of a Share on the
         date of grant for all Incentive Stock Options;

provided  that at no time  shall the option  exercise  price of an Option at the
date of grant be  greater  or less than that  permitted  under the  regulations,
guidelines or policies of any  regulatory  authority  having  jurisdiction  over
Awards granted under the Plan.

                  7.4 Option  Term.  The Award  Agreement  for each  Option will
specify the term during which the Option may be exercised,  as determined by the
Board,  subject to approval by any regulatory authority having jurisdiction over
Awards granted under the Plan.

                  7.5 Time of Exercise. The Award Agreement for each Option will
specify, as determined by the Board:

                  (a) The time or times when the Option will become  exercisable
         and whether the Option will become  exercisable in full or in graduated
         amounts over a period specified in the Award Agreement;

                  (b) Such other terms, conditions,  and restrictions as to when
         the Option may be exercised as are determined by the Board; and

                  (c) The  extent,  if any,  to which  the  Option  will  remain
         exercisable after the Participant ceases to be an employee,  Consultant
         or Nonemployee Director of Corporation or a Subsidiary;

in  each  case,   subject  to  approval  by  any  regulatory   authority  having
jurisdiction  over Awards  granted  under the Plan.  An Award  Agreement  for an
Option may, in the discretion of the Board, provide whether, and to what extent,
the Option will become immediately and fully exercisable (i) in the event of the
death, Disability, or Retirement of the Participant, or (ii) upon the occurrence
of a change in control of Corporation.

                  7.6 Method of Exercise.  The Award  Agreement  for each Option
will  specify the method or methods of payment  acceptable  upon  exercise of an
Option.  An Award Agreement may provide that the option price is payable in full
in cash or, at the  discretion of the Board,  by delivery (in a form approved by
the Board) of an irrevocable  direction to a securities broker acceptable to the
Board (i) to sell  Shares  subject to the Option and to deliver all or a part of
the


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sales  proceeds to  Corporation  in payment of all or a part of the option price
and withholding taxes due, or (ii) to pledge Shares subject to the Option to the
broker as security for a loan and to deliver all or a part of the loan  proceeds
to Corporation  in payment of all or a part of the option price and  withholding
taxes due.

                  7.7 Special Rules for Incentive Stock Options.  In the case of
an Option  designated as an Incentive Stock Option,  the terms of the Option and
the Award  Agreement  shall be in conformance  with the statutory and regulatory
requirements specified in Section 422 of the Code, as in effect on the date such
ISO is granted.  ISOs may not be granted under the Plan after  December 9, 2006,
unless the ten-year  limitation  of Section  422(b)(2) of the Code is removed or
extended.

                                    ARTICLE 8
                            STOCK APPRECIATION RIGHTS

                  8.1 General.  Stock Appreciation Rights will be subject to the
terms and  conditions  set forth in Article of the Plan and this Article and may
contain such additional terms and conditions,  not inconsistent with the express
terms of the Plan,  as the Board deems  desirable,  subject to approval,  to the
extent required,  by any regulatory  authority having  jurisdiction  over Awards
granted under the Plan.

                  8.2 Nature of Stock  Appreciation  Right. A Stock Appreciation
Right (or SAR) is an Award entitling a Participant to receive an amount equal to
the excess (or if the Board  determines  at the time of grant,  a portion of the
excess) of the Fair  Market  Value of a Share on the date of exercise of the SAR
over  the  base  price,  as  described  below,  on the date of grant of the SAR,
multiplied  by the number of Shares with respect to which the SAR is  exercised.
The base price will be  designated  by the Board in the Award  Agreement for the
SAR and may be the Fair Market  Value of a Share on the grant date of the SAR or
such other higher or lower price as the Board determines.

                  8.3 Exercise. A Stock Appreciation Right may be exercised by a
Participant in accordance  with procedures  established by the Board.  The Board
may also  provide  that a SAR  will be  automatically  exercised  on one or more
specified dates or upon the satisfaction of one or more specified conditions.

                  8.4  Form  of  Payment.  Payment  upon  exercise  of  a  Stock
Appreciation  Right may be made in cash, in installments,  in Shares,  or in any
other form or combination of such methods as the Board shall determine.

                                    ARTICLE 9
                                RESTRICTED UNITS

                  9.1 Nature of Restricted  Units. A Restricted Unit is an Award
of stock units (with each unit having a value  equivalent to one Share)  granted
to a  Participant  subject  to such  terms and  conditions  as the  Board  deems
appropriate,  and may include a requirement  that the  Participant  forfeit such
Restricted Units upon termination of Participant's employment (or service


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as a  Consultant  or  Nonemployee  Director)  for  specified  reasons  within  a
specified  period of time or upon  other  conditions,  as set forth in the Award
Agreement for such Restricted Units.

                  9.2 General. Restricted Units will be subject to the terms and
conditions  of  Article  of the Plan  and  this  Article  and may  contain  such
additional terms and conditions, not inconsistent with the express provisions of
the Plan,  as the Board  deems  desirable,  subject to  approval,  to the extent
required,  by any regulatory  authority having  jurisdiction over Awards granted
under the Plan.

                  9.3  Restriction  Period.  Restricted  Units will provide that
such Awards, and the Shares subject to such Awards, may not be transferred,  and
may  provide  that,  in order  for a  Participant  to Vest in such  Awards,  the
Participant  must  remain  in the  employment  (or  remain  as a  Consultant  or
Nonemployee Director) of Corporation or its Subsidiaries,  subject to relief for
reasons specified in the Award Agreement, for a period commencing on the date of
grant of the  Award  and  ending  on such  later  date or dates as the Board may
designate  at the time of the  Award  (the  "Restriction  Period").  During  the
Restriction  Period,  a  Participant  may not sell,  assign,  transfer,  pledge,
encumber, or otherwise dispose of Shares underlying Restricted Units. The Board,
in  its  sole  discretion,   may  provide  for  the  lapse  of  restrictions  in
installments  during the Restriction  Period.  Upon expiration of the applicable
Restriction Period (or lapse of Restrictions during the Restriction Period where
the  Restrictions  lapse in  installments)  the Participant  will be entitled to
settlement  of the  Restricted  Units or  portion  thereof,  as the case may be.
Although  Restricted  Units usually will Vest based on continued  employment (or
continued  service as a Consultant  or  Nonemployee  Director)  and  Performance
Awards  under  Article  of the Plan will  usually  Vest based on  attainment  of
Performance  Goals,  the Board,  in its  discretion,  may  condition  Vesting of
Restricted  Units  on  attainment  of  Performance  Goals  as well as  continued
employment (or continued  service as a Consultant or Nonemployee  Director).  In
such case, the  Restriction  Period for such  Restricted  Units will include the
period prior to satisfaction of the Performance Goals.

                  9.4 Forfeiture.  If a Participant ceases to be an employee (or
Consultant or Nonemployee  Director) of  Corporation or a Subsidiary  during the
Restriction  Period for any reason other than reasons  which may be specified in
an  Award  Agreement  (such as  death,  Disability,  or  Retirement)  the  Award
Agreement may require that all non-Vested Restricted Units previously granted to
the Participant be forfeited and returned to Corporation.

                  9.5 Settlement of Vested  Restricted Units. Upon Vesting of an
Award (or portion  thereof) of Restricted  Units, a Participant will be entitled
to receive payment for Restricted Units in an amount equal to the aggregate Fair
Market  Value of the number of Shares  covered by such  Restricted  Units at the
expiration  of the  applicable  Restriction  Period.  Payment in settlement of a
Restricted Unit will be made as soon as practicable  following the conclusion of
the applicable  Restriction Period in cash, in installments,  in Shares equal to
the number of  Restricted  Units,  or in any other form or  combination  of such
methods as the Board, in its sole discretion, determines.



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                                   ARTICLE 10
                               PERFORMANCE AWARDS

                  10.1 General.  Performance Awards will be subject to the terms
and conditions set forth in Article of the Plan and this Article and may contain
such other terms and conditions not inconsistent with the express  provisions of
the Plan,  as the Board  deems  desirable,  subject to  approval,  to the extent
required,  by any regulatory  authority having  jurisdiction over Awards granted
under the Plan.

                  10.2 Nature of Performance  Awards. A Performance  Award is an
Award of stock  units (with each unit  having a value  equivalent  to one Share)
granted to a Participant subject to such terms and conditions as the Board deems
appropriate, including, without limitation, the requirement that the Participant
forfeit such Performance Award or a portion of such Award in the event specified
Performance Goals are not met within a designated Performance Cycle.

                  10.3 Performance Cycles. For each Performance Award, the Board
will designate a performance period (the "Performance Cycle") with a duration to
be determined by the Board in its discretion within which specified  Performance
Goals are to be attained.  There may be several  Performance Cycles in existence
at any one time and the duration of Performance  Cycles for specific  Awards may
differ from each other.

                  10.4 Performance  Goals. For each Performance Award, the Board
will establish Performance Goals on the basis of such criteria and to accomplish
such objectives as the Board may from time to time select. Performance Goals may
be based on performance criteria for Corporation,  a Subsidiary, or an operating
group  or  division,  or  based  on  a  Participant's   individual  performance.
Performance  Goals may include  objective and  subjective  criteria.  During any
Performance  Cycle,  the  Board  may  adjust  the  Performance  Goals  for  such
Performance   Cycle  as  it  deems   equitable  in  recognition  of  unusual  or
nonrecurring  events  affecting  Corporation,  changes in applicable tax laws or
accounting principles, or such other factors as the Board may determine.

                  10.5  Determination  of Vested Awards.  As soon as practicable
after the end of a  Performance  Cycle,  the Board will  determine the extent to
which  Performance  Awards  have  been  earned on the  basis of  performance  in
relation to the established Performance Goals.

                  10.6  Timing  and  Form  of  Payment.   Settlement  of  earned
Performance  Awards will be made to the Participant as soon as practicable after
the  expiration of the  Performance  Cycle and the Board's  determination  under
Section  , in the  form of  cash,  installments,  or  Shares,  or in any form or
combination of such methods as the Board determines.

                                   ARTICLE 11
                    OTHER STOCK-BASED AND COMBINATION AWARDS

                  11.1  Other  Stock-Based  Awards.  The Board  may grant  other
Awards  under the Plan  pursuant  to which  Shares  are or may in the  future be
acquired, or Awards denominated in


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<PAGE>


or measured by Share  equivalent  units,  including Awards valued using measures
other than the  market  value of Shares.  Such Other  Stock-Based  Awards may be
granted either alone, in addition to, or in tandem with, any other type of Award
granted under the Plan.

                  11.2 Combination Awards. The Board may also grant Awards under
the Plan in tandem or combination with other Awards or in exchange of Awards, or
in tandem or combination with, or as alternatives to, grants or rights under any
other employee plan of Corporation,  including the plan of any acquired  entity.
No action  authorized  by this  section  will reduce the amount of any  existing
benefits or change the terms and conditions  thereof  without the  Participant's
consent.

                                   ARTICLE 12
                               DEFERRAL ELECTIONS

                  The Board may permit a  Participant  to elect to defer receipt
of the payment of cash or the delivery of Shares that would  otherwise be due to
such  Participant  by virtue of the exercise,  earn-out,  or Vesting of an Award
made under the Plan. If any such election is permitted, the Board will establish
rules and procedures for such payment deferrals,  including, but not limited to,
payment or crediting of a growth  factor on such  deferred  amounts  credited in
cash.

                                   ARTICLE 13
                ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC.

                  13.1 Plan Does Not Restrict Corporation.  The existence of the
Plan and the Awards  granted  under the Plan will not affect or  restrict in any
way the right or power of the Board or the  shareholders  of Corporation to make
or authorize any adjustment,  recapitalization,  reorganization, or other change
in Corporation's capital structure or its business,  any merger or consolidation
of  the  Corporation,  any  issue  of  bonds,  debentures,  preferred  or  prior
preference  stocks  ahead of or  affecting  Corporation's  capital  stock or the
rights  thereof,  the  dissolution  or liquidation of Corporation or any sale or
transfer of all or any part of its assets or  business,  or any other  corporate
act or proceeding.

                  13.2  Adjustments by the Board.  In the event of any change in
capitalization  affecting the Shares of  Corporation,  such as a stock dividend,
stock split, recapitalization,  merger, consolidation,  split-up, combination or
exchange  of  shares  or  other  form of  reorganization,  or any  other  change
affecting the Shares,  such proportionate  adjustments as the Board, in its sole
discretion,  deems appropriate to reflect such change, will be made with respect
to the  aggregate  number of Shares for which  Awards in respect  thereof may be
granted  under  the Plan,  the  maximum  number  of Shares  which may be sold or
awarded to any  Participant,  the number of Shares  covered by each  outstanding
Award, and the price per Share in respect of outstanding  Awards.  The Board may
also make such  adjustments  in the  number of Shares  covered  by, and price or
other  value of any  outstanding  Awards  in the  event of a  spin-off  or other
distribution  (other than  normal  cash  dividends),  of  Corporation  assets to
shareholders.


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                                   ARTICLE 14
                            AMENDMENT AND TERMINATION

                  Without further  approval of Corporation's  shareholders,  the
Board may at any time  terminate  the Plan, or may amend it from time to time in
such respects as the Board may deem advisable;  provided that the Board may not,
without approval of the  shareholders,  make any amendment that would materially
increase  the  aggregate  number  of Shares  that may be  issued  under the Plan
(except  for  adjustments  pursuant  to Article 13 of the  Plan);  and  provided
further  that any  amendment  of the Plan shall be subject to  approval,  to the
extent required, by any regulatory authority having jurisdiction over the Plan.

                                   ARTICLE 15
                                  MISCELLANEOUS

                  15.1  Tax Withholding.

                  15.1.1 General. Corporation will have the right to deduct from
any settlement of any Award under the Plan, including the delivery or vesting of
Shares,  any  taxes of any kind  required  by the laws of any  Canadian  or U.S.
jurisdiction  to be withheld with respect to such payments or to take such other
action  as may be  necessary  in the  opinion  of  Corporation  to  satisfy  all
obligations  for the  payment of such  taxes.  The  recipient  of any payment or
distribution under the Plan may be required to make arrangements satisfactory to
Corporation  for the  satisfaction  of any  such  withholding  tax  obligations,
whether or not such  recipient is an employee of  Corporation or a Subsidiary on
the date of such  settlement.  Corporation will not be required to make any such
payment or distribution under the Plan until such obligations are satisfied.

                  15.1.2 Stock  Withholding.  The Board, in its sole discretion,
may  permit  a  Participant  to  satisfy  all or a part of the  withholding  tax
obligations incident to the settlement of an Award involving payment or delivery
of Shares to the  Participant  by having  Corporation  withhold a portion of the
Shares that would otherwise be issuable to the Participant.  Such Shares will be
valued  based on their  Fair  Market  Value on the date the tax  withholding  is
required to be made.

                  15.2 Unfunded Plan. The Plan will be unfunded and  Corporation
shall  not be  required  to  segregate  any  assets  that  may at  any  time  be
represented by Awards under the Plan. Any liability of Corporation to any person
with  respect  to any  Award  under  the  Plan  will be  based  solely  upon any
contractual  obligations  that may be  effected  pursuant  to the Plan.  No such
obligation  of  Corporation  shall be deemed to be  secured by any pledge of, or
other encumbrance on, any property of Corporation.

                  15.3 Payments to Trust. The Board is authorized to cause to be
established a trust agreement or several trust  agreements  whereunder the Board
may make payments of amounts due or to become due to  Participants  in the Plan.
However, the Board has no obligation to establish such a trust or fund.


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<PAGE>


                  15.4 Annulment of Awards. Any Award Agreement may provide that
the  grant of an Award  payable  in cash is  provisional  until  cash is paid in
settlement  of such  Award or that the  grant of an Award  payable  in Shares is
provisional  until the Participant  becomes entitled to the stock certificate in
settlement  of  such  Award.  In the  event  the  employment  (or  service  as a
Consultant or Nonemployee Director) of a Participant is terminated for cause (as
defined below), any Award that is provisional will be annulled as of the date of
such  termination for cause. For the purpose of this Section 15.4, the term "for
cause"  will  have  the  meaning  set  forth  in  the  Participant's  employment
agreement, if any, or otherwise means any discharge (or removal) for material or
flagrant  violation of the policies and  procedures of  Corporation or for other
job performance or conduct that is materially  detrimental to the best interests
of Corporation, as determined by the Board.

                  15.5  Engaging  in  Competition  With  Corporation.  Any Award
Agreement  may  provide  that,  if  a  Participant  terminates  employment  with
Corporation  or a  Subsidiary  for any reason  whatsoever,  and within 18 months
after the date of such termination accepts employment with any competitor of (or
otherwise  engages in  competition  with)  Corporation,  the Board,  in its sole
discretion,  may require such  Participant to return to Corporation the economic
value  of any  Award  that is  realized  or  obtained  (measured  at the date of
exercise, Vesting, or payment) by such Participant at any time during the period
beginning on the date that is six months prior to the date of such Participant's
termination of employment with Corporation.

                  15.6 Other  Corporation  Benefit  and  Compensation  Programs.
Payments  and other  benefits  received  by a  Participant  under an Award  made
pursuant  to the Plan  will not be  deemed  a part of a  Participant's  regular,
recurring  compensation  for purposes of the termination  indemnity or severance
pay law of any state or country and will not be included  in, or have any effect
on, the  determination  of benefits  under any other  employee  benefit  plan or
similar arrangement  provided by Corporation or a Subsidiary unless expressly so
provided by such other plan or arrangements, or except where the Board expressly
determines that an Award or portion of an Award should be included to accurately
reflect  competitive  compensation  practices or to recognize  that an Award has
been made in lieu of a portion of cash  compensation.  Awards under the Plan may
be made in combination  with or in tandem with, or as  alternatives  to, grants,
awards,   or  payments  under  any  other   Corporation  or  Subsidiary   plans,
arrangements,  or  programs.  The  Plan  notwithstanding,   Corporation  or  any
Subsidiary   may  adopt  such  other   compensation   programs  and   additional
compensation  arrangements as it deems necessary to attract,  retain, and reward
employees and directors for their service with Corporation and its Subsidiaries.

                  15.7  Securities  Law  Restrictions.  No Shares will be issued
under the Plan unless  counsel for  Corporation  is satisfied that such issuance
will be in compliance  with the  applicable  securities  laws of any Canadian or
U.S.  jurisdiction.  Certificates  for  Shares  delivered  under the Plan may be
subject to such  stop-transfer  orders and other restrictions as the Board deems
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, the Alberta or British Columbia Securities Commissions,
any stock  exchange  upon which the Shares are then listed,  and any  applicable
securities  law.  The Board may cause a legend or  legends to be put on any such
certificates to make appropriate reference to such restrictions.


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<PAGE>



                  15.8 Governing  Law.  Except with respect to references to the
Code or applicable  securities  laws, the Plan and all actions taken  thereunder
will be governed by and  construed in  accordance  with the laws of the State of
Oregon.

                                   ARTICLE 16
                              SHAREHOLDER APPROVAL

                  The adoption of the Plan,  as amended and  restated  effective
October 15, 1997,  and any grant of Awards under the Plan are expressly  subject
to the approval of the Plan by the  shareholders  at the 1997 annual  meeting of
Corporation's  shareholders.  In the event  that such  shareholder  approval  is
received, no additional stock options will be granted thereafter under the Stock
Option  Plan and such  plan  will  immediately  terminate;  provided  that  such
termination will have no effect on any options previously granted thereunder.

                                   ARTICLE 17
                                 OTHER APPROVALS

                  For so long as the  Shares  are  listed on The  Alberta  Stock
Exchange,  the Plan is subject to approval by such Exchange and compliance  with
all  conditions  imposed by such  Exchange from time to time with respect to the
granting and administration of Awards under the Plan.


                                     - 16 -