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                                                                   Exhibit 10.23

                                TPI STOCK OPTION PLAN
                                         1998


     Transformation Processing Inc. (the "Company") hereby establishes a
directors', senior officers' and key employees' stock option plan (the "Plan")
for the senior officers, directors and key employees of the Company and its
affiliates.

1.   PURPOSE OF THE PLAN

     The purpose of the Plan is to develop the interest of certain key
employees` senior officers and directors of the Company and its affiliates in
the growth and development of the Company and its affiliates by providing them
with the opportunity through the granting of share options, to require an
increased proprietary interest in the Company.

2.   IMPLEMENTATION

     The Plan will be implemented in accordance with the terms hereof and will
be structured to comply with the rules of The Securities Act (Ontario).

3.   ADMINISTRATION

     The Plan will be administered by the board of directors of the Company (the
"Board") or, in the Board's discretion, by a compensation committee (the
"Committee") appointed by the Board and consisting of not less than two (2)
members of the Board.  Subject to the provisions of the Plan, the Board or the
Committee is authorized, in its sole discretion to make such determinations
under and such interpretations of and take such steps and actions in connection
with the proper administration of the Plan and such rules and regulations
concerning the granting of the connection with the proper administration of the
Plan and such rules and regulations concerning the granting of the options
pursuant to the Plan as it may deem necessary or advisable.  No member of the
Board or of the Committee will be liable for any action or determination taken
or made in good faith with respect to the Plan or any options granted under it. 
Any determination approved by a majority of the Board or of the Committee will
be deemed to be a determination of that matter by the Board or the Committee, as
the case may be.  Members of the Board or the Committee may be granted options
under than Plan.

4.   NUMBER OF SHARES DEDICATED TO THE PLAN

     Common Shares in the capital of the Company (the "Shares") shall be
reserved, set aside and made available to the Board or Committee for the
granting of options to eligible senior officers, directors and key employees of
the Company and its affiliates up to an aggregate of twenty percent (20%) of the
number of Common Shares in the capital of the Company issued and outstanding
from time to time less any Shares reserved, set aside and made available
pursuant to the terms of the Company's employee share purchase plan (the "Share
Purchase Plan") and pursuant to any options for services rendered to the
Company.  All options granted under the Plan will conform to all applicable
provisions prescribed by the Plan and to such specific terms and conditions as
may be determined by the Board or the committee at the time of making each
grant.  Shares reserved for issuance for which an option is granted under the
Plan but not exercised prior to the termination of such option, whether through
surrender, termination, lapse or otherwise, shall be available for options
thereafter granted by the Board or the Committee under the Plan.  All Common
Shares issued pursuant to the exercise of the options granted under the Plan
will be issued as fully paid and non-assessable shares.


                                           
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5.   ELIGIBILITY

     The person who will be eligible to be granted options pursuant to the Plan
(Participants") will be such senior officers, directors and part-time or
full-time salaried employees of the Company or its affiliates as the Board or
Committee shall determine are in key positions (including officers, whether or
not they are directors) in the Company or its affiliates.  In determining
options to be granted to Participants under the Plan, the Board or Committee
will give due consideration to the Value of each such employee's, officer's or
director's present and potential contribution to the Company's success or to the
success of any affiliate of the Company.

6.   GRANTING OF OPTIONS

     Subject to the provisions herein set forth and after review of
recommendations from time to time by management for the granting of options, the
Board or Committee shall, in its sole discretion, select the participants to
whom share options under the Plan shall be granted (the "Optionee"), fix the
number of Common Shares to be optioned to each, the dates on which such options
shall be granted and the terms and conditions, within the limits prescribed in
paragraph 7, attaching to each option.

7.   TERMS AND CONDITIONS OF THE OPTIONS

     The terms and conditions of each option granted under the Plan shall be set
forth in an Option Agreement between the Company and Optionee.  Such Option
Agreement shall include the following terms and conditions:

     (a)  NUMBER OF COMMON SHARES - The Board or the Committee shall, in its
          sole discretion, fix the aggregate number of Common Shares, which are
          the subject of the option.

     (b)  OPTION PRICE - The Board or the Committee shall fix the option price
          per Common Share which shall not be less than the market price per
          Common Share at the time of the grant less the maximum discount then
          permitted to be given by applicable law or by the rules and
          regulations of the OTC - BB and any other stock exchange upon which
          the Common Shares may be listed.

          For the purposes of this subparagraph 7(b), "market price per Common
          Share" at the time of grant means the closing price in US dollars on
          the OTC - BB (or if not then traded on such exchange, the closing
          market price on the over-the-counter market in Toronto) of the Common
          Shares one trading day prior to the date the option is granted by the
          Board or the Committee and if there be no sale on such trading day,
          then the average of the closing bid and ask prices on such trading day
          provided that if the Common Shares are not then traded on any public
          market the Board in its sole discretion shall determine "market price
          per Common Share" at the time of grant.

     (c)  PAYMENT - The full purchase price for the Common Shares purchased
          under the option shall be paid for in cash upon the exercise thereof. 
          An Optionee who is not already a shareholder shall have none of the
          rights of a shareholder of the Company until Common Shares issuable
          pursuant to this option are issued to him/her.

     (d)  TERM OF OPTION - The Board or the Committee shall fix the term of the
          option which shall not be for less than one (1) and not more than ten
          (10) years from the date the option is granted subject always to
          subparagraphs (e), (f) and (g) of this paragraph 7.


                                           
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     (e)  DEATH OF OPTIONEE - In the event of the death of the Optionee while in
          the employment of the Company or an affiliate of the company prior to
          the end of the term of the option, the Optionee's legal representative
          may exercise the option to the extent that the Optionee was entitled
          to do so at the date of his death at any time up to and including, but
          not after, a date two (2) years following the date of death of the
          Optionee, or prior to the close of business on the day of the expiry
          of the term of the option, whichever is earlier.

     (f)  RESIGNATION OR DISCAHRGE FOR CAUSE OF OPTIONEE - In the event of the
          resignation of the Optionee as an employee of the Company or an
          affiliate of the Company, or the discharge for "cause" of the Optionee
          as an employee of the Company or an affiliate of the Company during 
          the duration of the option, the option shall in all respects cease and
          terminate. For the purposes of the Plan, the determination by the 
          Company that the Optionee was discharged for "cause" shall be binding
          on the Optionee.

     (g)  OTHER TERMINATION OF OPTIONEE - In the event of the termination of
          employment of the Optionee with the Company or an affiliate of the
          Company, other than as referred to in paragraphs (g) and (f) above,
          the Optionee may exercise the option to the extent that he was
          entitled to do so at the time of such termination of employment, at
          any time up to and including, but not after, the effective date of
          such termination of employment or prior to the close of business on
          the day of the expiry of the term of the option, whichever is earlier.

     (h)  NON-TRANSFERABILITY OF OPTION - The options granted under the Plan may
          not be assigned, encumbered or otherwise disposed of by the Optionee.

     (i)  EXERCISE OF OPTION - Subject to the provisions of the Plan, an option
          granted under the Plan shall be exercised from time to time by the
          Optionee, or in the event of death, by his legal representatives by
          giving notice in writing addressed to the Company at its registered
          office, to the attention of the Chief Financial Officer, specifying
          the number of optioned shares in respect of which such notice is being
          given, together with payment by cash or certified cheque in full of
          the purchase price for the shares being purchased.

8.   ADJUSTMENTS IN EVENT OF CHANGE IN STRUCTURE OF CAPITAL

     Appropriate adjustments in the number of Common Shares optioned and in the
option price per Common Share, relating to options granted or to be granted,
shall be made by the Board or the Company resulting, subsequent to the approval
of the Plan by the shareholders of the Company, if required, from any
subdivisions, consolidations or reclassifications of the Shares of the Company,
or other relevant changes in the capital structure of the Company, or the
payment of stock dividends by the Company.

9.   AMENDMENT OR DISCONTINUANCE OF PLAN

     The Board may amend the Plan at any time or discontinue the Plan at any
time; provided, however, that no such amendment may increase the maximum number
of Common shares that may be optioned under the Plan, change the manner of
determining the option price, extend the term of option beyond ten (10) years
from the granting of any option, extend the period during which options may be
granted or, without the prior written consent of the Optionee, alter or impair
any option previously granted to an Optionee under the Plan



                                           
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10.  LIMIT TO OPTION


     The number of Common Shares subject to options granted to any one person
under the Plan, the Share Purchase Plan and options for services rendered to the
Company may not at any time exceed five percent (5%) of the outstanding Shares.

11.  MISCELLANEOUS

     I.   NO RIGHTS AS A SHAREHOLDER

          Nothing contained in the Plan nor in any option granted hereunder
     shall be deemed to give any Optionee any interest or title in or to any
     Shares of the Company or any rights as a shareholder of the Company or any
     other legal or equitable right against the Company whatsoever other than as
     set forth in the Plan and pursuant to the exercise of any option

     II.  EMPLOYMENT

          Nothing contained in the Plan shall confer upon any Participant any
     right with respect to employment or continuance of employment with the
     Company or any affiliate, or interfere in any way with the right of the
     Company or any affiliate to terminate such employment at any time. 
     Participation in the Plan by a Participant is voluntary.

     III. RECORD KEEPING

          The Company shall maintain a register in which shall be recorded:

          (i)  the name and address of each Participant; and
          (ii) the number of options granted to a Participant and the number of
               options outstanding.

     IV.  NECESSARY APPROVAL

          The Plan shall be effective only by the approval of the Board of
     Directors of the Company.  The obligation of the Company to sell and
     deliver Common Shares in accordance with the Plan is subject to the
     approval of any governmental authority having jurisdiction or any stock
     exchanges on which the Common Shares are listed for trading which may be
     required in connection with the authorization, issuance or sale of such
     Common Shares by the Company.  If any Common Shares cannot be issued to any
     Participant for any reason including, without limitation, the failure to
     obtain such approval, then the obligation of the Company to issue such
     Common Shares shall terminate and any Participant's contribution or option
     price paid to the Company shall be returned to the Participant.

     V.   ADMINISTRATION OF THE PLAN

          The Board or the Committee is authorized to interpret the Plan from
     time to time and to adopt, amend and rescind rules and regulations for
     carrying out such Plan.  The interpretation and construction of any
     provision of the Plan by the Board shall be final and conclusive. 
     Administration of the Plan shall be the responsibility of the appropriate
     officers of the Company and all costs in respect thereof shall be paid by
     the Company.



                                           
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     VI.  INCOME TAXES

          As a condition of and prior to participation in the Plan, a
     Participant shall authorized the Company in written form to withhold from
     any remuneration otherwise payable to such Participant any amounts required
     by any taxing authority to be withheld for taxes of any kind as a
     consequence of such participation in the Plan.

     VII. NO REPRESENTATION OR WARRANTY

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

     VIII.     INTERPRETATION

          The Plan will be governed by and construed in accordance with the laws
     of the Province of Ontario.

     IX.  COMPLIANCE WITH APPLICABLE LAW, ETC.

          If any provision of the Plan or any agreement entered into pursuant to
     the Plan contravenes any law or any order, policy, by-law or regulation of
     any regulatory body or stock exchange having authority over the Company or
     the Plan, then such provision shall be deemed to be amended to the extent
     required to bring such provision into compliance therewith.

     X.   EVIDENCE OF OPTIONS

          Each option granted under the Plan shall be embodied in a written
     option agreement substantially in the form of the option agreement annexed
     as Schedule "A" between the Company and the Optionee which shall give
     effect to the provisions of the Plan.