Exhibit 2.12

STOCK OPTION PLAN
DATED FEBRUARY 6, 2000

1.     Purpose

The
purpose of the Stock Option Plan (the Plan) of Dynamic Digital Depth
Inc. a Corporation subsisting under the Business Corporations Act
(Alberta)(the Corporation), is to advance the interests of the
Corporation by encouraging its directors, management, employees and consultants
of the Corporation and of its subsidiaries and affiliated companies, to acquire
shares in the Corporation, thereby increasing their proprietary interest in the
Corporation, encouraging them to remain associated with the Corporation and
furnishing them with additional incentive in their efforts on behalf of the
Corporation in the conduct of its affairs.

2.     Administration

The
Plan shall be administered by the board of directors of the Corporation (the
Board). A majority of the Board shall constitute a quorum, and the
acts of a majority of the directors present at any meeting at which a quorum is
present, or acts unanimously approved in writing, shall be the acts of the
directors.

Subject
to the provisions of the Plan, the Board shall have authority to construe and
interpret the Plan and all option agreements entered into thereunder, to define
the terms used in the Plan and in all option agreements entered into thereunder,
to prescribe, amend and rescind rules and regulations relating to the Plan and
to make all other determinations necessary to advisable for the administration
of the Plan. All determinations and interpretations made by the Board shall be
binding and conclusive on all participants in the Plan and on their legal
personal representatives and beneficiaries.

Each
option granted hereunder shall be evidenced by an agreement, signed on behalf of
the Corporation and by the optionee, the terms and form of which shall be
determined by the directors, including but not limited to, terms relating to the
satisfaction of any tax obligations that may arise upon the granting of options
or the exercise of options.

Each
such agreement shall recite that it is subject to the provisions of this Plan.

3.     Shares Subject to Plan

Subject
to adjustment as provided in Section 14 hereof, the shares to be offered under
the Plan shall consist of shares of the Corporations authorized but
unissued common shares. The aggregate number of shares to be delivered upon the
exercise of all options granted under the Plan shall not exceed 20% of the
issued shares of the Corporation at the time of granting of options. If any
option granted hereunder shall expire or terminate for any reason without having
been exercised in full, the unpurchased shares subject thereto shall not again
be available for the purpose of this Plan. Notwithstanding the above, the
maximum aggregate number of shares which may be reserved for the exercise of
options under the Plan is 3,634,952.

4.     Maintenance of Sufficient Capital

The
Corporation shall at all times during the term of the Plan reserve and keep
available such numbers of shares as will be sufficient to satisfy the
requirements of the Plan.

5.     Eligibility and Participation

Directors,
management, consultants, employees of the Corporation and of its subsidiary and
affiliated companies and employees of a person or company which provides
management services to the Corporation or its subsidiaries or its affiliated
companies (Management Company Employees) shall be eligible for
selection to participate in the Plan (such persons hereinafter collectively
referred to as Participants). Participants may elect to hold options
granted to them in a personal holding company of the Participant, the shares of
which are held by the Participant, the Participants spouse, minor children
and/or minor grandchildren and such entity shall be bound by the Plan in the
same manner as if the options were held directly by the Participant. Subject to
the terms hereof, the Board shall determine to whom options shall be granted,
the terms and provisions of the respective option agreements, the time or times
at which such options shall be granted, and the number of shares to be subject
to each option. In the case of employees and consultants or Management Company
Employees, the option agreements to which they are party must contain a
representation of the Corporation that the employee, consultant or Management
Company Employee, as the case may be, is a bona fide employee, consultant or
Management Company Employee of the Corporation or its subsidiary. An individual
who has been granted an option may, if he is otherwise eligible, and if
permitted under the policies of the stock exchange or stock exchanges on which
the shares of the Corporation are to be listed, be granted an additional option
or options if the directors shall so determine.

6.     Exercise Price

The
exercise price shall be not less than the price permitted by any stock exchange
on which the common shares are then listed or other regulatory body having
jurisdiction. The exercise price of the shares covered by each option shall be
determined by the Board, subject to regulatory approval, 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) | if the stock options are
granted pursuant to any of the share option schemes
approved and adopted by the directors pursuant to Section 16, the market
value as defined by the particular share option scheme; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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| | (b) | at any time during which the common shares are listed and posted for trading on
The Toronto Stock Exchange (the TSE), the closing sale price for
board lots of common shares on the TSE on the last trading day immediately prior
to the day on which the options are granted, or if there is no sale of board
lots of common shares on such day, then the closing sale price for board lots of
common shares on the TSE on the last date on which a board lot was traded.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | at any time during which the common shares are not listed and posted for trading
on the TSE, but are quoted on any other stock exchange, the closing sale price
for board lots of common shares on such exchange on the business day immediately
prior to the day on which the Market Price is to be determined, less applicable
discounts, or if there is no sale of board lots of common shares on such day,
then the average of the bid and asked prices on such exchange for the trading
day immediately prior to the day on which the Market Price is to be determined,
less applicable discounts, or if there are no bid and asked prices on such
exchange on such day, then the five-day weighted average of the closing sale
prices for board lots of common shares on such exchange based on the five
business days immediately prior to the day on which the Market Price is to be
determined, less applicable discounts; and
| | (d) | 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, and income and prospects of the Corporation, as the Board shall in
its sole discretion determine to be relevant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

7.     Number of Optioned Shares

The
number of shares subject to an option to a Participant shall be determined in
the resolution of the Board, but no Participant shall be granted an option which
together with any other stock option agreement with the Corporation exceeds 5%
of the outstanding shares of the Corporation as defined in the policies of the
TSE (on a non-diluted basis).

8.     Duration of Option

Each
option and all rights thereunder shall be expressed to expire on the date set
out in the option agreements and shall be subject to earlier termination as
provided in paragraphs 10 and 11.

9.     Option Period, Consideration and Payment

| | (a) | The option period shall be a period of time fixed by the Board not to exceed ten
(10) years from the date the option is granted, provided that the option period
shall be reduced with respect to any option as provided in Sections 10 and 11
covering cessation as a director, officer, consultant, employee or Management
Company Employee of the Corporation or any of its subsidiaries or affiliated
companies, or death of the Participant.                                                                                                                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | An option shall vest and may be exercised (in each case to the nearest full
share) during the option period in such manner as the Board may fix by
resolution. Options which have vested may be exercised in whole or in part at
any time and from time to time during the Option Period. To the extent required
by the TSE, no options may be exercised under this Plan until this Plan has been
approved by a resolution duly passed by the shareholders of the Corporation.                                                                                                                                                                                           
| | (c) | Except as set forth in Sections 10 and 11, no option may be exercised unless the
Participant is at the time of such exercise a director, officer, manager,
consultant, employee of the Corporation or any of its subsidiaries or affiliated
companies, or a Management Company Employee of the Corporation or any of its
subsidiaries or affiliated companies, except in the case of a consultant to whom
the option has been granted for a specific service in which case the option may
be exercised only upon completion of that service and prior to 30 days following
the date of completion of such service.                                                       
| | (d) | The exercise of any option will be contingent upon receipt by the Corporation at
its head office of a written notice of exercise, specifying the number of common
shares with respect to which the option is being exercised, accompanied by cash
payment, certified checque or bank draft for the full purchase price of such
common shares with respect to which the option is exercised. No Participant or
his legal representatives, legatees or distributees will be, or will be deemed
to be, a holder of any shares subject to an option under this Plan, unless and
until the certificates for such shares are issued to him or them under the terms
of the Plan.

10.     Ceasing To Be a Director, Officer, Consultant or Employee

If
a Participant shall cease to be a director, officer, consultant, employee of the
Corporation or its subsidiary or affiliated company, or a Management Company
Employee for any reason (other than death), he may exercise his option to the
extent that he was entitled to exercise it at the date of such cessation, but
may only do so within the period of time after such cessation being:

| | (a) | the lesser of the time stipulated in the agreement evidencing the option and a
maximum of three years, for full time employees; or                  
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | the lesser of the time stipulated in the agreement evidencing the option and a
maximum of one year, for other service providers including directors.

Nothing
contained in the Plan, nor in any option granted pursuant to the Plan, shall as
such confer upon any Participant any right with respect to continuance as a
director, officer, manager, employee or consultant of the Corporation or any of
its subsidiaries or affiliated companies.

11.     Death of Participant

In the event of the death of
a Participant, the option previously granted to him shall be exercisable only within
the period of time being:

| | (a) | the lesser of the time stipulated in the agreement evidencing the
option and a maximum of three years, for full time employees; or                  
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | the lesser of the time stipulated in the agreement evidencing the option and a
maximum of one year, for other service providers including directors;

| | and then only:
| | --------------

| | (c) | 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
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) | if and to the extent that he was entitled to exercise the Option at the date of his death.                                                                  

12.     Rights of Optionee

No
person entitled to exercise any option granted under the Plan shall have any of
the rights or privileges of a shareholder of the Corporation in respect of any
shares issuable upon exercise of such option until certificates representing
such shares shall have been issued and delivered.

13.     Proceeds from Sale of Shares

The
proceeds from sale of shares issued upon the exercise of options shall be added
to the general funds of the Corporation and shall thereafter be used from time
to time for such corporate purposes as the Board may determine and direct.

14.     Adjustments

If
the outstanding shares of the Corporation are increased, decreased, changed into
or exchanged for a different number or kind of shares of securities of the
Corporation through reorganization, merger, re-capitalization,
re-classification, stock dividend, subdivision or consolidation, an appropriate
and proportionate adjustment shall be made in the maximum number or kind of
shares as to which options may be granted under the Plan. A corresponding
adjustment changing the number or kind of shares allocated to unexercised
options or portions thereof, which shall have been granted prior to any such
change shall likewise be made. Any such adjustment in the outstanding options
shall be made without change in the aggregate purchase price applicable to the
unexercised portion of the option but with a corresponding adjustment in the
price for each share or other unit of any security covered by the option.

Upon
the liquidation or dissolution of the Corporation or upon a re-organization,
merger or consolidation of the Corporation with one or more corporations as a
result of which the Corporation is not the surviving corporation, or upon the
sale of substantially all of the property or more than eighty (80%) percent of
the then outstanding shares of the Corporation to another corporation, the Plan
shall terminate, and any options theretofore granted hereunder shall terminate
unless provision is made in writing in connection with such transaction for the
continuance of the Plan and for the assumption of options theretofore granted,
or the substitution for such options of new options covering the shares of a
successor employer corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to number and kind of shares and prices, in which
event the Plan and options theretofore granted shall continue in the manner and
upon the terms so provided. If the Plan and unexercised options shall terminate
pursuant to the foregoing sentence all persons then entitled to exercise an
unexercised portion of options then outstanding shall have the right at such
time immediately prior to consummation of the event which results in the
termination of the Plan as the Corporation shall designate, to exercise their
options to the full extent not theretofore exercised.

Adjustments
under this Section shall be made by the Board whose determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive. No fractional share shall be issued under the Plan on any such
adjustment.

15.     Transferability

All
benefits, rights and options accruing to any Participant in accordance with the
terms and conditions of the Plan shall not be transferrable or assignable unless
specifically provided herein. During the lifetime of a Participant any benefits,
rights and options may only be exercised by the Participant.

16.     Creation of Share Option Schemes

To
comply with the requirements of UK Inland Revenue and other regulatory
authorities, the board has the authority to create and adopt share option
schemes, which terms and conditions are within the scope of the provisions of
the Plan, and grant stock options to directors, management, consultants,
employees of the Corporation and of its subsidiary and affiliated companies and
Management Company Employees pursuant to such schemes.

17.     Plan not Exclusive

The
Plan is not intended to be, and shall not be deemed to be a substitute for any
other deferred compensation or bonus plans of the Corporation (or any of its
subsidiaries or affiliated companies) or any other plan, practice or arrangement
for the payment of compensation or fringe benefits, that may now or hereafter be
in effect for those eligible for stock options (as set forth in Section 5
hereof) generally or any group or class of those eligible for grants of stock
options, and any such plan, practice or arrangement may be continued or
authorized and payment thereunder made independently of the Plan.

18.     Amendment and Termination of Plan

Subject
to applicable regulatory approval, the Board may, at any time, suspend or
terminate the Plan. Subject to applicable regulatory approval, the Board may
also at any time amend or revise the terms of the Plan, PROVIDED that no such
amendment or revision shall alter the terms of any options theretofore granted
under the Plan.

19.     Necessary Approvals

The
obligation of the Corporation to issue and deliver shares in accordance with the
Plan is subject to any approvals which may be required from any regulatory
authority or stock exchange having jurisdiction over the securities of the
Corporation. If any shares cannot be issued to any Participant for whatever
reason, the obligation of the Corporation to issue such shares shall terminate
and any option exercise price paid to the Corporation will be returned to the
Participant.

20.     Stock Exchange Rules

The rules of any stock exchange
upon which the Corporation's shares are listed shall be applicable relative to
options granted to Participants.

21.     Effective Date of Plan

The
Plan has been adopted by the Board of the Corporation subject to the approval of
the stock exchange or stock exchanges on which the shares of the Corporation are
to be listed and, if so approved, the Plan shall become effective upon such
approvals being obtained.

22.     Interpretation

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

IN WITNESS WHEREOF
the Corporation has caused its corporate seal to be affixed
hereto in the presence of its officers duly authorized in that behalf as of the
6th day of February, 2000.

| | DYNAMIC DIGITAL DEPTH INC.                             
| | -------------------------------------------------------
| | Per:/s/ Christopher M. Yewdall
Per:/s/ Mark N. Schwartz