INTEGRATED CARBONICS CORP.
                           (the "Corporation")

                          1999 STOCK OPTION PLAN

1.  Purpose of the Plan

The purpose of the plan is to provide certain directors, officers
and key employees of, and certain other persons or business
entities who provide services to, the Corporation and its
Subsidiaries with an opportunity to purchase Common Shares and to
benefit from any appreciation in the value thereof.  This will
provide an increased incentive for these individuals or business
entities to contribute to the future success and prosperity of
the Corporation, thus enhancing the value of the Common Shares
for the benefit of all the shareholders and increasing the
ability of the Corporation and its Subsidiaries to attract and
retain skilled and motivated individuals in the service of the
Corporation.

2.  Defined Terms

Where used herein, the following terms shall have the following
meanings, respectively:

  (a)  "Board" means the board of directors of the Corporation;

  (b)  "Common Shares" means the common shares of the Corporation or, in
the event of an adjustment contemplated by Article 6 hereof, such
other Common Shares to which a Participant may be entitled upon
the exercise of an Option as a result of such adjustment;

  (c)  "Corporation" means Integrated Carbonics Corp. and includes any
successor corporation thereof;

  (d)  "Exchange" means OTC Bulletin Board or, if the Common Shares are
not then listed and posted for trading on the OTC Bulletin Board,
on such stock exchange on which such shares are listed and posted
for trading as may be selected for such purpose by the Board;

  (e)  "Market Price" per Common Share at any date shall be $0.50 per share;

  (f)  "Option" means an option to purchase Common Shares granted by the
Board to Participants, subject to the provisions contained herein;

  (g)  "Option Price" means the price per share at which Common Shares
may be purchased under the Option, as the same may be adjusted in
accordance with Articles 4 and 6 hereof;

  (h)  "Participants" means certain directors, officers and key
employees of, and certain other persons or business entities who
provide services to, the Corporation to whom Options are granted
and which Options or a portion thereof remain unexercised;

  (i)  "Plan" means the 1999 Stock Option Plan of the Corporation, as
the same may be amended or varied from time to time; and

  (j)  "Subsidiary" means any corporation which is controlled by the
Corporation.

3.  Administration of the Plan

3.1  The Plan shall be administered by the Board.  The Corporation
shall effect the grant of Options under the Plan, in accordance
with determinations made by the Board, pursuant to the provisions
of the Plan, as to those individuals or business entities
eligible to be Participants and the number of Common Shares which
shall be the subject of each Option, by the execution and
delivery of a stock option agreement in such form which is
consistent with the provisions of the Plan as may be approved by
the Board.

3.2  The Board may, from time to time, adopt such rules and
regulations for administering the Plan as it may deem proper and
in the best interest of the Corporation and may, subject to the
applicable law, delegate its powers hereunder to administer the
Plan to a committee of the Board.

4.  Granting of Options

4.1  The Board from time to time may grant Options to certain
individuals or business entities eligible to be Participants.
The grant of Options will be subject to the conditions contained
herein and may be subject to additional conditions determined by
the Board from time to time.

4.2  The aggregate number of Common Shares reserved for issuance under
the Plan must not exceed 10% of the issued and outstanding Common
Shares of the Company (on a non-diluted basis).  The aggregate
number of Common Shares reserved for issuance to any one person
or business entity under the Plan must not exceed 2% of the
issued and outstanding Common Shares of the Company (on a non-
diluted basis).  The Common Shares in respect of which Options
are not exercised shall be available for subsequent options.  No
fractional shares may be purchased or issued hereunder.

4.3  The Option Price shall be calculated by the Board and shall be a
minimum of the Market Price less a discount as deemed appropriated by
the Board of Directors subject always to regulatory requirements.

4.4  An Option must be exercised within a period of one year from the
date of the granting of the Option.  The limitation period or periods
within this one year period during which an Option or a portion thereof may
be exercised by a Participant shall be determined by the Board.

5.  Exercise of Option

Subject to the provisions of the Plan and the terms of the
granting of the Option, an Option or a portion thereof may be
exercised from time to time by delivery to the Corporation at its
head office of a notice in writing signed by the Participant or
the Participant's legal personal representative and addressed to
the Corporation.  This notice shall state the intention of the
Participant or the Participant's legal  representative to
exercise the said Option or a portion thereof, the number of
Common Shares in respect of which the Option is then being
exercised, and must be accompanied by payment in full of the
Option Price for the Common Shares which are the subject of the
exercise.

6.  Adjustment in Shares

6.1  Appropriate adjustments in the number of Common Shares subject to
the Plan and, as regards Options granted or to be granted, in the
number of Common Shares optioned and in the Option Price, shall
be made by the Board to give effect to adjustments in the number
of Common Shares resulting from subdivisions, consolidations or
reclassification of the Common Shares or other relevant changes
in the authorized or issued capital of the Corporation.

6.2  Options granted to Participants hereunder are non-assignable and,
except in the case of the death of a Participant who is an
individual (which is provided for in Section 8), are exercisable
only by the Participant to whom the Options have been granted;
provided that subject to the prior approval of the Board an
Option may be assigned to a corporation controlled by the
Participant and 100% beneficially owned by the Participant and
his spouse or children, which control and ownership shall
continue for as long as any part of the Option remains
unexercised.

7.  Decisions of the Board

All decisions and interpretations of the Board respecting the
Plan or Options granted thereunder shall be conclusive and
binding on the Corporation and the Participants and their
respective legal representative and on all directors, officers,
employees and other persons or business entities eligible under
the provisions of the Plan to participate therein.

8.  Termination of Employment/Death

8.1  If a Participant ceases to be a director, officer, employee,
person or business entity providing services to the Corporation
(other than death), with written approval of the Board of
Directors, he may within 30 days following his ceasing to be a
director, officer, employee, person or business entity providing
services to the Corporation, exercise his Option to the extent
that he was entitled to exercise it at the date of such cessation.

8.2  In the event of the death of a Participant who is an individual,
the Option previously granted to him shall be exercisable only
within twelve months following such death and then only:

  (a)  by the person or persons to whom the Participant's rights under
the Option shall pass by the Participant's will or the laws of
descent and distribution; and;

  (b)  if and to the extent that he was entitled to exercise the Option
at the date of his death.

8.3  The Plan does not confer upon a Participant any right with
respect to continuation of employment or retention of services by
the Corporation or any Subsidiary, nor does it interfere in any
way with the right of the Participant or the Corporation to
terminate the Participant's employment or retention at any time.

8.4  Options shall not be affected by any change of employment or
retention of the Participant where the Participant continues to
be employed or retained by the Corporation or any of its
subsidiaries.

9.  Effect of Takeover Bid

9.1  If a bona fide offer (the "Offer") for Common Shares is made to
the Participant or to shareholders generally or to a class of
shareholders which includes the Participant, which Offer, if
accepted in whole or in part, would result in the offeror
exercising control over the Corporation, then the Corporation
shall, immediately upon receipt of notice of the Offer, notify
each Participant currently holding an Option of the Offer, with
full particulars thereof; whereupon, such Option may be exercised
in whole or in part by the Participant so as to permit the
Participant to tender the Common Shares received upon such
exercise (the "Option Shares") pursuant to the Offer.  If:

  (a)  the Offer is not completed within the time specified therein; or

  (b)  the Participant does not tender the Optioned Shares pursuant to
the Offer; or

  (c)  all of the Optioned Shares tendered by the Participant pursuant
to the Offer are not taken up and paid for by the offeror in respect thereof;

then the Optioned Shares or, in the case of clause (c) above, the
Optioned Shares that are not taken up and paid for shall be
returned by the Participant to the Corporation and reinstated as
authorized but unissued Common Shares and the terms of the Option
as set forth in the Plan shall again apply to the Option.  If any
Optioned Shares are returned to the Corporation under this Section, the
Corporation shall refund the exercise price to the Optioned for such
Optioned Shares.  In no event shall the Participant be entitled to sell
the Optioned Shares otherwise than pursuant to the Offer.

10.  Effect of Amalgamation, Consolidation or Merger

10.1  If the Corporation amalgamates, consolidates with or merges with
or into another corporation any Common Shares receivable on the
exercise of an Option shall be converted into the securities,
property or cash which the Participant would have received upon
such amalgamation, consolidation or merger if the Participant had
exercised his Option immediately prior to the record date
applicable to such amalgamation, consolidation or merger, and the
Option Price shall be adjusted appropriately by the Board and
such adjustment shall be binding for all purposes of the Plan.

11.  Amendment or Discontinuance of Plan

11.1  The Board may amend or discontinue the Plan at any time without
the consent of the Participants provided that such amendment
shall not alter or impair any Option previously granted under the
Plan except as permitted by the provisions of Article 6 hereof.
Any amendment of the Plan may require the approval of the
Corporation's shareholders.

12.  Government Regulation

12.1  The Corporation's obligation to issue and deliver Common Shares
under any Option is subject to:

  (a)  the satisfaction of all requirements under applicable securities
laws in respect thereof and obtaining all regulatory approvals as
the Corporation shall determine to be necessary or advisable in
connection with the authorization, issuance or sale thereof;

  (b)  the admission of Common Shares to listing on any stock exchange
on which such Common Shares may then be listed; and

  (c)  the receipt from the Participant of such representations,
agreements and undertakings as to future dealings in such Common
Shares as the Corporation determines to be necessary or advisable
in order to safeguard against the violation of the securities
laws of any jurisdiction.

In this connection, the Corporation shall take all reasonable
steps to obtain such approvals and registrations as may be
necessary for the issuance of such Common Shares in compliance
with applicable securities laws and for the listing of such
Common Shares on any stock exchange on which such Common Shares
are then listed.

13.  Participant's Rights

A Participant shall not have any rights as a shareholder of the
Corporation until the issuance of a certificate for Common Shares
upon the exercise of an Option or a portion thereof, and then
only with respect to the Common Shares represented by such
certificate or certificates.

14.  No Representation or Warranty

The Corporation makes no representation or warranty as to the
future market value of any Common Shares issued in accordance
with the provisions of the Plan.

15.  Effective Date

The Plan shall become effective upon being adopted by the Board,
provided that no payments or distributions of Common Shares may
be made to any Participant under the Plan until such time as
shareholders approval of the Plan is obtained.

Plan approved by Consent Resolutions of the Board of Directors of
the Corporation dated as of July 27, 1999.


                                /s/  Robert S. Tyson
                                Robert S. Tyson, Secretary