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                                                                  Exhibit 10.4.1

                                STOCK OPTION PLAN


A.       PURPOSE

              The purpose of the Stock Option Plan (the "Plan") is to provide a
     means whereby the Corporation may, through the grant of options to purchase
     common shares of the Corporation ("common shares") to officers, directors,
     employees, service providers, consultants and contractors of the
     Corporation, and of any affiliate or subsidiary of the Corporation,
     motivate officers, directors, employees and other service providers,
     consultants and contractors (including officers and directors who are not
     employees) to exert their best efforts on behalf of the Corporation, and
     any affiliate or subsidiary, and closely align the personal interests of
     such officers, directors, employees, service providers, consultants and
     contractors with those of the shareholders. Options may be granted by the
     Corporation from time to time to officers, directors, key employees,
     service providers, consultants and contractors or to a personal holding
     corporation controlled by such optionees or to a registered retirement
     savings plan established by such optionees of the Corporation, or of any
     affiliate or subsidiary of the Corporation, to purchase common shares (such
     persons, corporations and plans shall be considered to be the class of
     eligible optionees hereunder).

B.       NUMBER OF SHARES AVAILABLE UNDER PLAN

         Common shares to be issued upon exercise of an option granted under the
         Plan shall be reserved on the date of the grant of an option for
         issuance upon exercise of such option.

         (1) MAXIMUM NUMBER: Subject to adjustment as provided in Subparagraph
D(8) below, the aggregate number of common shares which may be reserved for
issuance under the Plan shall not exceed 638,000 common shares.

         (2) Deleted

         (3) Deleted

         (4) TERMINATION EXPIRY, ETC.: If any option granted under the Plan
shall terminate, expire or, with the consent of the optionee, be cancelled as to
any common shares, new options may thereafter be granted covering such common
shares, subject to applicable regulatory requirements.

C.       ADMINISTRATION

         (1) SUPERVISION BY BOARD: The Plan shall be administered under the
supervision of the board of directors of the Corporation or by the compensation
committee of the board of directors which is charged with the responsibility of
administering the Plan (both of which are referred to hereinafter as the
"Board").

         (2) POWERS OF BOARD: Subject to the provisions of the Plan, the Board
shall have the power to:

                  (a)      determine and designate from time to time those 
                           officers, directors, employees, service providers, 
                           consultants and contractors of the Corporation, or 
                           of any affiliate or subsidiary of the Corporation, 
                           to whom options are to be granted and the number 
                           of common shares to be optioned to each officer, 
                           director, employee, service provider, consultant 
                           or contractor; and

                  (b)      determine the time or times when, and the manner 
                           in which, each option shall be exercisable and the 
                           duration of the exercise period for each proposed 
                           option.

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         (3) OTHER OPTIONS AND PURCHASE PLANS: An officer, director, employee,
service provider, consultant or contractor who has been granted an option may,
if the person is otherwise eligible, be granted an additional option or options
under this Plan or any other option or purchase plans of the Corporation if the
Board shall so determine.

         (4) INTERPRETATION: RULES AND REGULATIONS: The Board may interpret the
Plan, prescribe, amend and rescind any rules and regulations necessary or
appropriate for the administration of the Plan, and make such other
determinations and take such other actions as it deems necessary or advisable.
Without limiting the generality of the foregoing, the Board may, in its
discretion, treat all or any portion of any period during which an optionee is
on an approved leave of absence from the Corporation, or an affiliate or
subsidiary of the Corporation, as a period of employment of such optionee by the
Corporation, or such affiliate or subsidiary, as the case may be, for the
purpose of accrual of the optionee's rights under the optionee's option. Any
interpretation, determination or other action made or taken by the Board shall
be final, binding and conclusive.

D.       TERMS AND CONDITIONS

         Each option granted under the Plan shall be evidenced by an agreement,
in a form approved by the Board, which shall be subject to the following express
terms and conditions and to such other terms and conditions as the Board may
deem appropriate:

         (1)      OPTION PERIOD: Each option agreement shall specify the period
                  for which the option thereunder is exercisable (which in no
                  event shall exceed 5 years from the date of grant) and shall
                  provide that the option shall expire at the end of such
                  period.

         (2)      OPTION PRICE: The option price per common share shall be
                  determined by the Board at the time any option is granted but
                  in no event shall such price be lower than the Market Price
                  (as hereinafter defined) at the time of the grant.

"Market Price" means:

                  (a)      at any time during which the common shares are listed
                           and posted for trading or are quoted on any stock
                           exchange, the closing sale price for board lots of
                           common shares on such exchange on the last business
                           day on which a trade occurred immediately prior to
                           the date of the grant; and

                  (b)      at any other time, the fair market value of the
                           common shares, as determined by the Board, with due
                           regard being had to any over-the-counter sale prices,
                           asked and bid prices, volume quotations, value of
                           assets and liabilities of the Corporation, income and
                           prospects of the Corporation, and such other
                           considerations as the Board shall in its sole
                           discretion determine to be relevant.

         (3) EXERCISE OF OPTIONS: At the time of the grant of each option, the
Board shall determine when the option shall become exercisable, the conditions,
if any for the vesting of the option and the period of time over which the
option may be exercised, all within applicable regulatory limits. The Board may
determine whether the options shall be exercisable in installments, and may
impose such other restrictions as it shall deem appropriate.

         (4) PAYMENT OF PURCHASE PRICE UPON EXERCISE: The purchase price of the
shares for which an option shall be exercised shall be paid in cash or by
certified cheque to the Corporation at the time of exercise.

         (5) EXERCISE IN THE EVENT OF DEATH OR TERMINATION OF EMPLOYMENT:

                  (a)      With respect to an optionee who is an employee,
                           officer, service provider, consultant or contractor
                           of the Corporation or an affiliate or subsidiary of
                           the Corporation, if any such optionee's (or, if the
                           optionee is a personal holding 


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                           company controlled by, or a registered retirement
                           savings plan established by, an officer, employee,
                           service provider, consultant or contractor then if
                           such person's) employment, office with or services to
                           the Corporation, or an affiliate or subsidiary of the
                           Corporation, shall terminate for any reason,
                           including the optionee's death, permanent disability
                           or termination of employment with or without cause,
                           the optionee may exercise the optionee's option, to
                           the extent that the optionee may be entitled to do so
                           at the date of the termination of the optionee's
                           employment, office or services, at any time or from
                           time to time, within 30 days of the date of
                           termination of the optionee's employment, office or
                           services, but in no event later than the expiration
                           date specified in accordance with Subparagraph D(1)
                           above.


                  (b)      With respect to any optionee who is a director of the
                           Corporation or an affiliate or subsidiary of the
                           Corporation, if any such optionee's (or, if the
                           optionee is a personal holding company controlled by,
                           or a registered retirement savings plan established
                           by a director, then if such person's) directorship
                           with the Corporation, or an affiliate or subsidiary
                           of the Corporation, shall be terminated for any
                           reason, including the optionee's death, permanent
                           disability or termination with or without cause, the
                           optionee may exercise the optionee's option, to the
                           extent that the optionee would be entitled to do so
                           at the date of the termination of the optionee's
                           directorship, at any time or from time to time,
                           within 60 days of the date of termination of the
                           optionee's directorship, but in no event later than
                           the expiration date specified in accordance with
                           Subparagraph D(1) above.

         (6) NON-TRANSFERABILITY: No option granted under the Plan shall be
transferable or assignable other than by will or by the laws of descent and
distribution. During the lifetime of the optionee, an option shall be
exercisable only by such optionee.

         (7) INVESTMENT REPRESENTATION, LISTING AND REGULATION:

                  (a)      Each option shall be subject to the requirement that
                           if at any time the Board shall determine, in its
                           discretion, that the registration, qualification or
                           other approval of or in connection with the Plan or
                           the common shares covered thereby is necessary or
                           desirable under any governmental or regulatory
                           authority, then such option may not be exercised, in
                           whole or in part, unless and until such registration,
                           qualification or approval shall have been obtained
                           free of any condition not acceptable to the Board.
                           The optionee shall, to the extent applicable,
                           cooperate with the Corporation in relation thereto
                           and shall have no claim or cause of action against
                           the Corporation or any of its officers, directors or
                           shareholders as the result of any failure by the
                           Corporation to take any steps to obtain any such
                           registration, qualification or approval.

                  (b)      The granting of options and the issuance of common
                           shares under the Plan shall be carried out in
                           compliance with applicable statutes and with
                           regulations of governmental authorities and
                           applicable stock exchanges.

         (8) ADJUSTMENTS IN EVENT OF CHANGE OF COMMON SHARES: Subject to any
required approvals of applicable regulatory authorities and stock exchanges, in
the event of any change in the common shares by reason of any stock dividend,
recapitalization, merger, consolidation, split-up, combination or exchange of
shares, or rights offering to purchase common shares at a price substantially
below fair market value, or of any similar change affecting the common shares,
the number and kind of shares which thereafter may be optioned and sold under
the Plan and the number and kind of shares subject to option in outstanding
option agreements and the purchase price per share thereof shall be
appropriately adjusted consistent with such change in such manner as the Board
may deem equitable to prevent substantial dilution or enlargement of the rights
granted to, or available for, participants in the Plan.


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         (9) LIQUIDATION: In the event the Board shall adopt a plan of complete
liquidation, all options shall become immediately exercisable in full,
notwithstanding that they may have been initially granted on an installment
basis.

         (10) NO RIGHTS AS SHAREHOLDER: No optionee shall have any rights as a
shareholder with respect to any common shares subject to the optionee's option
prior to the date of issuance to such optionee of a certificate or certificates
for such shares.

         (11) NO RIGHTS TO CONTINUED EMPLOYMENT: The Plan and any option granted
under the Plan shall not confer upon any optionee any right with respect to or
service provider to the Corporation, or any affiliate or subsidiary of the
Corporation, nor shall they interfere in any way with the right of the
Corporation, or any affiliate or subsidiary of the Corporation, by which an
optionee is employed or of which the optionee is a director, consultant,
contractor or service provider to terminate the optionee's employment or
directorship or services at any time in accordance with applicable law.

E.       AMENDMENT AND DISCONTINUANCE:

         Subject to applicable regulatory requirements, the Board may from time
to tome amend, suspend, terminate or discontinue the Plan provided, however,
that subject to the provisions of Subparagraph D(8) above, no action of the
Board may:

         (1)      INCREASE LIMITS: Increase the number of common shares reserved
                  for options pursuant to Paragraph B above;

         (2)      CHANGE ELIGIBILITY: Change the class of eligible employees,
                  officers, directors or service providers to whom options may
                  be granted;

         (3)      LENGTHEN TERM: Permit the granting of options which expire
                  beyond the period provided for in Subparagraph D(1) above; or

         (4)      REDUCE PRICE: Permit the granting of any option at an option
                  price less than that determined in accordance with
                  Subparagraph D(2) above;

unless the Plan is required to be amended in order to otherwise comply with
changes in applicable laws.


F.       PROCEEDS FROM SALES OF SHARES

         Any cash proceeds from the sale of shares issued upon exercise of the
options shall be added to the general funds of the Corporation.

G.       TERM OF PLAN

         Options may be granted only within 5 years from the date the Plan has
been adopted by the Board.

H.       SHAREHOLDER APPROVAL

         The Plan shall be presented to the Corporation's shareholders within 12
months or its adoption by the Board for approval by such shareholders. Options
may be granted prior to such approval, but such options shall be contingent upon
such approval being obtained any may not be exercised prior to such approval.