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                                   Exhibit 4.1

                           YEAR 2000 STOCK OPTION PLAN

                           YEAR 2000 STOCK OPTION PLAN

1.   PURPOSE OF PLAN

1.1  PURPOSE OF PLAN.  The purpose of this Year 2000 Stock Option Plan (the
     "Plan") is to assist directors, officers, employees and consultants of the
     Company and its Subsidiaries to participate in the growth and development
     of the Company and its Subsidiaries by providing such persons with the
     opportunity, through stock options, to acquire an increased proprietary
     interest in the Company thereby providing an additional incentive to the
     persons contemplated above to promote the best interest of the Company and
     to provide the means to the Company to attract qualified persons.

2.   DEFINED TERMS

2.1  DEFINED TERMS.  Where used herein, the following terms will have the
     meanings indicated below:

     (a)  "BOARD" means the Board of Directors of the Company or, if established
          and duly authorized to act, the Executive Committee of the Board of
          Directors of the company;

     (b)  "BUSINESS DAY" means any day on which the Exchange is open for
          trading;

     (c)  "COMMITTEE" will mean the Compensation Committee or such other
          committee established or designated by the Board as responsible for
          the purposes of this Plan or, in the event no committee is so
          established or designated, will mean the Board;

     (d)  "COMPANY" means BioLabs, Inc., and includes any successor corporation
          thereto;

     (e)  "CONSULTANT" means any individual, corporation or other person engaged
          to provide ongoing services to the Company or any Subsidiary;

     (f)  "ELIGIBLE PERSON" means any director, officer, employee or consultant
          of the Company or any Subsidiary;

     (g)  "EXCHANGE" means any recognized exchange or market in Canada or the
          United States on which the shares are listed and posted or quoted from
          time to time;

     (h)  "EXERCISE DATE": means the Business Day on which the Company through
          the Secretary receives notice of an exercise of the Option pursuant to
          Section 7.1 of this Plan; provided that if the notice of exercise is
          received on a


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          day which is not a Business Day, the Exercise Date will be the next
          Business Day following the receipt of the notice;

     (i)  "FULLY DILUTED COMMON EQUIVALENTS" means all outstanding Shares,
          including all Shares which would result from the conversion of any of
          the Company's other securities into Shares pursuant to the Certificate
          of Incorporation of the Company or otherwise;

     (j)  "GRANT DATE" means the date on which any Option is approved by the
          Board for grant hereunder;

     (k)  "KEY PERSON" means the person who may be designated by the Committee
          as the key person providing ongoing services under a consulting
          contract with the Company or any Subsidiary;

     (l)  "MARKET PRICE" in respect of a Share shall mean:

          (i)  so long as the Shares are listed and posted or quoted on any
               Exchange (including NASD Bulletin Board) at the time of
               calculation, the price per Share equal to the average of the
               daily high and low trading prices at which the Shares traded for
               the five (5) trading days preceding such calculation.

     (m)  "OPTION" means an option to purchase Shares granted under this Plan;

     (n)  "OPTION AGREEMENT" means an agreement evidencing an Option entered
          into between the Company and an Eligible Person;

     (o)  "OPTION PRICE" means the price per share at which Shares may be
          purchased under the Option as determined under this Plan and as the
          same may be adjusted from time to time in accordance with Part 8
          hereof;

     (p)  "OPTIONEE" means a person to whom an Option has been granted;

     (q)  "PLAN" means the Company's Amended and Restated Stock Option Plan, as
          embodied herein, as the same may be amended or varied from time to
          time;

     (r)  "QUARTERLY COMMENCEMENT PERIOD" means in any fiscal year, January 1
          through and including March 31; April 1 through and including June 30;
          July 1 through and including September 30; or October 1 through and
          including December 31;

     (s)  "SHARES" mean the common shares of the Company, or, in the event of an
          adjustment contemplated by Part 8 hereof, such other shares or
          securities to which an Optionee may be entitled upon the exercise of
          an Option as a result of such adjustment;

     (t)  "SUBSIDIARY" means any corporation that is a subsidiary of the Company
          (as such term is defined in the Business Corporation Law of the State
          of New York as may be from time to time amended, varied or
          re-enacted); and


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3.   ADMINISTRATION OF PLAN

3.1  ADMINISTRATION OF PLAN.  This Plan will be administered by the Committee;
     provided however that the Board may establish any other committee of the
     Board consisting of not less than three members of the Board to replace the
     Committee for the purposes of the administration of this Plan. The members
     of the Committee will serve at the pleasure of the Board and vacancies
     occurring in the Committee will be filled by the Board.

3.2  COMMITTEE GOVERNANCE.  The Committee will select one of its members as its
     Chairman and will hold its meetings at such time and place as it will deem
     advisable. A majority of the members of the Committee will constitute a
     quorum and all actions of the Committee will be taken by a majority of the
     members present at any meeting. Any action of the Committee may be taken by
     an instrument or instruments in writing signed by all the members of the
     Committee, and any action so taken will be as effective as if it had been
     passed by a majority of the votes cast by the members of the Committee
     present at a meeting of such members duly called and held.

3.3  POWERS OF COMMITTEE.  The Committee will have the power, where consistent
     with the general purpose and intent of this Plan and subject to the
     specific provisions of this Plan:

     (a)  to establish policies and to adopt rules and regulations for carrying
          out the purposes, provisions and administration of this Plan;

     (b)  to interpret and construe this Plan and to determine all questions
          arising out of this Plan and any Option granted pursuant to this Plan,
          and any such interpretation, construction or termination made by the
          Committee will be final, binding and conclusive for all purposes;

     (c)  to determine to which Eligible Persons Options are granted and to
          grant Options;

     (d)  to determine the number of Shares covered by each Option;

     (e)  to determine the Option Price for each Option;

     (f)  to determine the time or times when Options will be granted, vest and
          be exercisable;

     (g)  to determine if the Shares that are subject to an Option will be
          subject to any restrictions upon the exercise of such Option;

     (h)  to determine the expiration date for each Option;

     (i)  to prescribe the form of the instruments relating to the grant,
          exercise and other terms of Options;

     (j)  to determine, where necessary, the Key Person pursuant to a consulting
          contract as the person providing the services thereunder; and


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     (k)  to determine such other matters as provided for herein.

4.   SHARES SUBJECT TO PLAN

4.1  SHARES SUBJECT TO PLAN.  Options may be granted in respect of authorized
     and unissued Shares, provided that the aggregate number of Shares to be
     issued under this Plan, subject to adjustment or increase of such number
     pursuant to the provisions of Part 8 hereof, will be Five Hundred Thousand
     (500,000). The number of Shares issued hereunder may be increased or
     changed by the Board, as approved by any relevant regulatory authority
     having jurisdiction with respect hereto.

4.2  REGRANTING OF SHARES.  Shares, with respect to which Options are not
     exercised prior to the termination under any Option, will be available for
     grant under subsequent Options under this Plan.

4.3  NO FRACTIONAL SHARES.  No fractional Shares may be purchased or issued
     under this plan.

5.   ELIGIBILITY, GRANT AND TERMS OF OPTIONS

5.1  ELIGIBILITY.  Options may be granted to Eligible Persons whose
     participation in this Plan will, in the opinion of the Committee,
     accomplish the purposes of this Plan.

5.2  GRANTING OF OPTIONS.  Options may be granted by the Company pursuant to
     recommendations of the Committee provided and to the extent that such
     recommendations are approved by the Board.

5.3  OPTION AGREEMENT.  Each Option granted pursuant to this Plan will be
     evidenced by an Option Agreement executed on behalf of the Company by any
     two directors or officers of the Company, and each Option Agreement will
     incorporate such terms and conditions as the Committee in its discretion
     deems consistent with the terms of this Plan. The Committee may, with the
     written consent of the Optionee and the approval of the Exchange, if
     necessary, amend any Option Agreement to the extent that the Committee,
     acting in its discretion, deems consistent with the terms of this Plan.

5.4  OPTION PRICE.  For greater certainty, the Option Price on Shares that are
     the subject of an Option will be as determined by the Committee, but will
     in no event be less than the Market Price.

5.5  OPTION TERM.  Each Option granted pursuant to this Plan will, subject to
     early termination in accordance with Part 6 hereof and subject to the
     provisions of Part 7 hereof, expire automatically on the earlier of:

     (a)  the date on which such Option is exercised in respect of all of the
          Shares that may be purchased thereunder; and

     (b)  the date fixed by the Committee as to expiry date of such Option,
          which date will not exceed ten years from the Grant Date of the
          Option. All Options will have a minimum one (1) year vesting period.
          The Committee, at


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          its discretion, may enlarge the vesting period or subject the Options
          to partial vesting from time to time or at specific times.

5.6  MAXIMUM GRANT.  The total number of Shares to be optioned to any Optionee
     under this Plan together with any Shares for issuance under any other
     option plans for employees of the Company or any Subsidiary or any other
     plans to such Optionee for Shares of the Company will not exceed 5% of the
     issued and outstanding Shares at the Grant Date of the Option.

5.7  NON-ASSIGNABLE.  An option is personal to the Optionee and is
     non-assignable other than by will or other testamentary instrument or the
     laws of succession and may be exercisable during the lifetime of the
     Optionee only by the Optionee.

6.   TERMINATION OF EMPLOYMENT, RETIREMENT, DEATH

6.1  TERMINATION.  Subject to Section 6.2 hereof and to any express resolution
     passed by the Committee with respect to any specific Option, an Option, and
     all rights to purchase Shares pursuant thereto, will expire and terminate
     three (3) months following the Optionee ceasing to be a director, officer,
     employee or a consultant, directly or indirectly, of the Company or of any
     Subsidiary.

6.2  TERMINATION UPON RETIREMENT OR DEATH.

     (a)  If the Optionee ceases to be an employee or officer of the Company or
          a Subsidiary by reason of retirement or ceases to be a consultant by
          normal termination of the consulting contract in accordance with its
          terms, or ceases to be a director of the Company or a Subsidiary (such
          date of retirement or cessation herein being called the "retirement
          date") all Options which are exercisable at the retirement date, or
          which become exercisable within 90 days from the retirement date, will
          be exercisable on and after the retirement date, subject to the terms
          of this Plan during a period of the three (3) months following the
          retirement date or any earlier expiry of the Option, unless otherwise
          determined by the Committee;

     (b)  if the Optionee or a Key Person dies, all Options which are
          exercisable at the date of death, or which become exercisable within
          90 days from the date of death will be exercisable on and after the
          date of death, by the legal personal representative(s) of the estate
          of the Optionee or the Key Person, as the case may be, subject to the
          terms of this Plan during a period of the one year following the date
          of death or any earlier expiry of the Option, unless otherwise
          determined by the Committee.

6.3  EXCEPTION.  Options will not be affected by any change of employment of the
     Optionee or by the Optionee ceasing to be a director where the Optionee
     continues to be an employee or a director of the Company or any Subsidiary,
     as the case may be.


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7.   EXERCISE OF OPTIONS

7.1  EXERCISE OF OPTIONS.  Subject to the provisions of this Plan, an Option to
     purchase Shares may be exercised from time to time within the period in
     which they are exercisable by delivery to the Company at its head office of
     a written notice of exercise addressed to the Secretary of the Company
     specifying the number of shares with respect to which the Option is being
     exercised and accompanied by payment in full of the option Price of the
     Shares to be purchased (by cash, bank draft or certified cheque payable to
     the Company). Certificates for such Shares will be issued and delivered to
     the Optionee within a reasonable time following the receipt of such notice
     and payment.

7.2  CONDITIONS.  Notwithstanding any of the provisions contained in this Plan
     or in any Option, the Company's obligation to issue Shares to an Optionee
     pursuant to the exercise of an Option will be subject to:

     (a)  completion of such registration or other qualification of such Shares
          or obtaining approval of such governmental authority as the Company
          will determine to be necessary or advisable in connection with the
          authorization, issuance or sale thereof;

     (b)  the admission of such Shares to being listed and posted or quoted on
          the Exchange; and

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

     In this connection the Company will, to the extent necessary, take all
     reasonable steps to obtain such approvals, registrations and
     qualifications as may be necessary for the issuance of such Shares in
     compliance with applicable securities laws and for the listing and posting
     or quotation of such Shares on the Exchange.

8.   CERTAIN ADJUSTMENTS

8.1  ADJUSTMENTS.  Appropriate adjustments in the number of Shares subject to
     this Plan, and as regards Options granted or to be granted, in the number
     of Shares optioned and in the applicable Option Price, will be conclusively
     determined by the Board to give effect to adjustments in the number of
     Shares of the Company resulting from subdivisions, consolidations
     adjustments in the number of Shares of the Company resulting from
     subdivisions, consolidations or reclassifications of the shares of the
     Company, the payment of stock dividends by the Company (other than
     dividends in the ordinary course) or other relevant changes in the capital
     stock of the Company. If, because of a proposed merger, amalgamation or
     other corporate arrangement or reorganization, the exchange or replacement
     of Shares of the Company for those in another company is imminent, the
     Board may, in a fair and equitable manner, determine the manner in which
     all unexercised option rights granted under this Plan will be treated
     including, for example, requiring the acceleration of the time for the


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     exercise of such rights by the Optionees and of the time for the
     fulfillment of any conditions or restrictions on such exercise. All
     determinations of the Board under this Section will be final, binding and
     conclusive for all purposes subject to the approval of the Exchange.

9.   AMENDMENT OR DISCONTINUANCE OF PLAN

9.1  AMENDMENT OR DISCONTINUANCE OF PLAN.  The Board may amend or discontinue
     this Plan at any time; provided, however, that no such amendment may
     increase the maximum number of Shares that may be optioned under this Plan,
     change the manner of determining the Option Price or, without the consent
     of the Optionee, alter or impair any Option previously granted to an
     Optionee under this Plan, and further provided that any amendment receives
     the approval of the Exchange and all other applicable regulatory
     authorities, as required.

10.  SHAREHOLDER AND REGULATORY APPROVAL

10.1 REQUIRED APPROVALS.  Any further material amendment to this Plan will be
     subject to the requisite approval of the shareholders of the Company to be
     given by a resolution passed at a meeting of the shareholders of the
     Company and to acceptance by the Exchange and any other regulatory
     authorities having jurisdiction, as required. Any Options granted after
     such amendment but prior to such amendment but prior to such approval and
     acceptance will be conditional upon such approval and acceptance being
     given and no such Options may be exercised unless and until such approval
     and acceptance is given.

11.  GENERAL

11.1 RIGHTS OF OPTIONEES.  The holder of an Option will not have any rights as
     a shareholder of the Company with respect to any of the Shares covered by
     such Option until such holder will have exercised such Option in accordance
     with the terms of this Plan (including tendering payment in full of the
     Option Price of the Shares in respect of which the Option is being
     exercised) and the Company will issue such Shares to the Optionee in
     accordance with the terms of this Plan in those circumstances.

11.2 NO EFFECT ON EMPLOYMENT.  Nothing in this Plan or any Option will confer
     upon any Optionee any right to continue in the employ of or under contract
     with the company or any Subsidiary of the Company or affect in any way the
     right of the Company or any such Subsidiary to terminate his or her
     employment at any time or terminate his or her consulting contract; nor
     will anything in this Plan or any Option be deemed or construed to
     constitute an agreement, or an expression of intent, on the part of the
     company or any such Subsidiary to extend the employment of any Optionee
     beyond the time that he or she would normally be retired pursuant to the
     provisions of any present or future retirement plan of the company or any
     Subsidiary or any present or future retirement policy of the company or any
     Subsidiary, or beyond the time at which he or she would otherwise be
     retired pursuant to the provisions of any contract of employment with the
     Company or any Subsidiary.


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11.3 OTHER SHARES.  Nothing contained in this Plan will restrict or limit or be
     deemed to restrict or limit the right or power of the Board in connection
     with any allotment and issuance of Shares, which are not allotted and
     issued under this Plan including, without limitation, with respect to other
     compensation arrangements.

11.4 MISCELLANEOUS.  References herein to any gender include all genders and to
     the plural includes the singular and vice versa. The division of this Plan
     into Sections and the insertion of headings are for convenience of
     reference only and will not affect the construction or interpretation of
     this Plan.


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