STOCKGROUP COM HOLDINGS INC, DEF 14A, 2000-10-16

STOCKGROUP COM HOLDINGS INC
DEF 14A, 2000-10-16
COMPUTER PROCESSING & DATA PREPARATION

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Definitive Proxy Materials

STOCKGROUP.COM HOLDINGS, INC.
500 - 750 West Pender Street
Vancouver, B.C. V6C 2T7 Canada

October 16, 2000

Dear Stockholder:

It is our pleasure to invite you to the Annual Meeting of Stockholders of
Stockgroup.com Holdings, Inc. to be held on November 10, 2000 at our New York
office, 50 West 23rd Street, Penthouse, New York, NY, USA from 9:00am - 10:00am
Eastern Time.

Whether or not you plan to attend, and regardless of the number of shares you
own, it is important that your shares be represented at the meeting. I strongly
urge you to sign, date and return your proxy promptly in the enclosed envelope.

We sincerely hope you will be able to join us at the meeting. The officers and
directors of the Company look forward to seeing you at that time.

Sincerely,

Marcus A. New
Chairman of the Board,
Chief Executive Officer

<PAGE>

Definitive Proxy Materials

STOCKGROUP.COM HOLDINGS, INC.
500 - 750 West Pender Street
Vancouver, B.C. V6C 2T7 Canada

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

(November 10, 2000)

The Annual Meeting of Stockholders of Stockgroup.com Holdings, Inc. (the
"Company") will be held on November 10, 2000 at our New York office, 50 West
23rd Street, Penthouse, New York, NY, USA from 9:00am - 10:00am Eastern Time,
for the following purposes:

1. To elect Directors of the Company for the ensuing year;

2. To reaffirm the appointment of Ernst & Young LLP as independent
accountants for the Company;

3. To approve the 2000 Stock Option Plan;

4. To transact such other business as may properly come before the
meeting and any adjournments thereof.

The Board of Directors has fixed the close of business on October 18, 2000 as
the record date for the determination of stockholders entitled to notice and to
vote at the meeting and any adjournments thereof.

IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE SIGN AND DATE THE ENCLOSED
PROXY WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS, AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.

By Order of the Board of Directors

J. LINDSAY P. MOYLE, CGA
Secretary

October 16, 2000

<PAGE>

Definitive Proxy Materials

STOCKGROUP.COM HOLDINGS, INC.
500 - 750 West Pender Street
Vancouver, B.C. V6C 2T7 Canada

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
(November 10, 2000)

GENERAL INFORMATION

The accompanying proxy is solicited by and on behalf of the Board of Directors
of Stockgroup.com Holdings, Inc. (the "Company") to be used at the Annual
Meeting of Stockholders to be held on November 10, 2000 at our New York office,
50 West 23rd Street, Penthouse, New York, NY, USA from 9:00am - 10:00am Eastern
Time, and any adjournments thereof.

When the enclosed proxy is properly executed and returned, the shares of Common
Stock of the Company, no par value per share (the "Common Stock"), it represents
will be voted at the meeting in accordance with any directions noted thereon
and, if no direction is indicated, the shares it represents will be voted: (i)
FOR the election of the nominees for Directors set forth below; (ii) FOR the
ratification of the appointment of Ernst & Young LLP as independent accountants
for the Company; (iii) FOR the approval of the 2000 Stock Option Plan; and (iv)
in the discretion of the holders of the proxy with respect to any other business
that may properly come before the meeting. Any stockholder signing and
delivering a proxy may revoke it at any time before it is voted by delivering to
the Secretary of the Company a written revocation or a duly executed proxy
bearing a date later than the date of the proxy being revoked. Any stockholder
attending the meeting in person may withdraw his or her proxy and vote his or
her shares.

The cost of this solicitation of proxies will be borne by the Company.
Solicitations will be made only by mail; provided, however, that officers and
regular employees of the Company may solicit proxies personally or by telephone
or telegram. Such persons will not be specially compensated for such services.
The Company may reimburse brokers, banks, custodians, nominees and fiduciaries
holding stock in their names or in the names of their nominees for their
reasonable charges and expenses in forwarding proxies and proxy material to the
beneficial owners of such stock.

The approximate mailing date of this Proxy Statement and the accompanying proxy
is October 23, 2000

VOTING RIGHTS

Only stockholders of record at the close of business on October 18, 2000 will be
entitled to vote at the Annual Meeting of Stockholders. On that date, there were
8,195,000 shares of Common Stock outstanding, the holders of which are entitled
to one vote per share on each matter to come before the meeting. Voting rights
with respect to the election of Directors are non-cumulative. A majority of the
outstanding shares entitled to vote at the Annual Meeting of the Stockholders
will constitute

<PAGE>

a quorum at the meeting and abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business.

Directors are elected by plurality vote. The ratification of the appointment of
Ernst & Young LLP and the approval of the 2000 Stock Option Plan will require
the affirmative vote of a majority of the Common Stock voting on the proposals.
Abstentions and broker non-votes will not be counted in the election of
directors or in determining whether such ratifications have been given.

NO DISSENTERS' RIGHTS

Under applicable provisions of the Colorado Corporations Code, shareholders are
not entitled to dissenters' rights or appraisal rights with respect to the
matter to be considered and voted upon at the Annual Meeting of Stockholders

PRINCIPAL STOCKHOLDERS

The following table sets forth as of October 16, 2000 the beneficial ownership
of Common Stock of each person known to the Company who owns more than 5% of the
issued and outstanding Common Stock. Unless otherwise indicated in the table,
the business address of each person listed below is c/o Stockgroup.com Holdings,
Inc., 500 - 750 West Pender Street, Vancouver, British Columbia, Canada V6C 2T7.

Amount and Nature Percent of
Name of Beneficial Owner of Beneficial Ownership Class
------------------------ ----------------------- -----

Marcus New 2,736,500(1)(2)(7) 33.39%

Craig Faulkner 834,000(1)(3)(7) 10.18%

Yvonne New 2,745,000(1)(4) 33.50%

518464 B.C. Ltd. 2,245,000(1)(5) 27.39%

569358 B.C. Ltd. 665,000(1)(6) 8.11%

2
<PAGE>

As a result of these transactions, each of the Stock Group Shareholders has
the right to vote, (or to direct the Trustee to vote on behalf of such
Stock Group Shareholder) a number of the Company's Common Stock equal to
the number of Exchangeable Shares held of record by such Stock Group
Shareholder. In the aggregate, the Company's Common Stock issued to the
Trustee represent approximately 47.59% of the Corporation's issued and
outstanding shares of Common Stock. The Trust created by the SEA shall
continue until the earliest to occur of the following events: (a) no
outstanding Exchangeable Non-Voting Shares are held by any Stock Group
Shareholder; (b) each of the Subsidiary and the Company acts in writing to
terminate the Trust and such termination is approved by the holders of the
Exchangeable Non-Voting Shares in accordance with section 27.10 of the SEA;
and (c) December 31, 2098.

(2) Of this amount, 50.16%.(or 1,372,500 shares) are owned by Yvonne New, Mr.
New's wife. Mr. Marcus New owns directly 171,500 Exchangeable Shares and
his wife, Yvonne New, owns directly 250,000 Exchangeable Shares. They both
indirectly, through 518464 B.C. Ltd., a British Columbia company owned by
Mr. New as to 50% and Yvonne New as to 50%, own 2,245,000 Exchangeable
Shares. Accordingly, Marcus and Yvonne New have the right to direct the
vote of 2,664,500 of the Company's Common Stock (approximately 33.39% of
the Company's issued and outstanding Common Stock). In addition, of this
amount, 70,000 shares are held in a trust for which Mr. New is a beneficial
owner. This trust is a non-voting trust. This holding in combination with
the 2,664,500 Exchangeable shares bring Mr. New's beneficial ownership of
shares of the Corporation to a total of approximately 33.37% of the
Corporation's issued and outstanding common stock.

(3) Of this amount, Mr. Craig Faulkner owns directly 169,000 Exchangeable
Shares and indirectly, through 569358 B.C. Ltd., a British Columbia company
owned by Mr. Faulkner, 665,000 Exchangeable shares. Accordingly, Mr.
Faulkner has the right to direct the vote of 836,000 of the Company's
Common Stock which represent approximately 10.18% of the Company's issued
and outstanding Common Stock.

(4) Yvonne New is Marcus New's wife. Mrs. New owns 250,000 shares directly and
2,245,000 shares indirectly through her 50% ownership of 518464 B.C. Ltd.

(5) 518464 B.C. Ltd. is a private company owned 50% by Marcus New and 50% by
Yvonne New, his wife.

(6) 569358 B.C. Ltd. is a private company wholly-owned by Craig Faulkner.

(7) Mr. New and Mr. Faulkner have been granted options to purchase 325,000 and
195,000 shares respectively of the Company's common stock at $2.50US per
share. The options have a 5 year term. These options were granted by the
Company as of March 11, 1999 in replacement of options (in equal number and
on the same terms and conditions as options granted by the Company's
wholly-owned subsidiary as at January 1, 1999 (the "date of grant")).
Twenty (20%) percent of the options granted by the Company will commence to
vest (and thereafter be exercisable) on each anniversary of the date of
grant. To date 65,000 of Mr. New's options and 39,000 of Mr. Faulkner's
options have vested.

DIRECTORS

PROPOSAL 1. ELECTION OF DIRECTORS

At the Annual Meeting of Stockholders, all five members of the Board of
Directors are to be elected. In the absence of instructions to the contrary, the
shares of Common Stock represented by a proxy delivered to the Board of
Directors will be voted FOR the five nominees named below. All of the nominees
named below are presently serving as Directors of the Company. All of the
nominees are anticipated to be available for election and able to serve.
However, if any such nominee should decline or become unable to serve as a
Director for any reason, votes will be cast instead for a substitute nominee
designated by the Board of Directors or, if none is so designated, will be cast
according to the judgment in such matters of the person or persons voting the
proxy.

The tables below and the paragraphs that follow present certain information
concerning nominees for Director and the executive officers of the Company. Each
elected Director will serve until the

3
<PAGE>

next Annual Meeting of Stockholders and until his or her successor has been
elected and qualified. Officers are elected by and serve at the discretion of
the Board of Directors.

<TABLE>
<CAPTION>
Name Age Positions Executive Shares of Common Stock Percent
with Company Officer/ Beneficially Owned as of Class
Director of Oct. 16, 2000
Since
---------------------------- ------ -------------------------- ------------ ------------------------ ---------
<S> <C> <C> <C> <C> <C>
Nominees for Directors:

Marcus A. New 29 Chairman of the Board, 3/11/99* 2,736,500(1)(2)(5) 33.39%
Chief Executive Officer,
Director

Craig D. Faulkner 30 Chief Technology Officer, 3/11/99* 834,000(1)(3)(5) 10.18%
Director

Leslie A. Landes 54 President, Chief 6/15/99* Nil(5) 0.00%
Operating Officer,
Director

Lee deBoer 48 Director 10/7/99 Nil(5) 0.00%

David Caddey 50 Director 6/15/99 60,000(1)(4)(5) 0.73%

Executive Officers
who are not Directors:

J. Lindsay P. Moyle 35 Chief Financial Officer, 5/23/00 Nil(5) 0.00%
Secretary and Treasurer

Tim Bush 44 Vice President of Sales 1/3/00 Nil(5) 0.00%

All Directors and executive officers as a group ........................ 3,790,800(1)(2)(3)(4)(5) 44.30%
</TABLE>

* Prior to the acquisition that took place on March 11, 1999, such executive
served as a member of the management team of Stock Research Group, Inc.

(1) Pursuant to a Share Exchange and Share Purchase Agreement dated March 11,
1999 (the "SEA") by and among the Company, formerly called I-Tech Holdings
Group, Inc., 579818 B.C. Ltd., a British Columbia, Canada corporation
wholly-owned by the Company (the "Subsidiary"), Stock Research Group, Inc.,
a British Columbia, Canada corporation ("Stock Group") and all of the
shareholders of Stock Group, being nine persons (collectively, the "Stock
Group Shareholders"), the Company acquired (the "Acquisition") all of the
issued and outstanding common shares of Stock Group from the Stock Group
Shareholders in consideration of the issuance by (i) the Subsidiary to the
Stock Group Shareholders, on a pro-rata basis, of 3,900,000 Class A
Exchangeable Shares (the "Exchangeable Shares") and (ii) by the Company
issuing to Stocktrans, Inc., located at 7 East Lancaster Avenue, Ardmore,
PA 19003, as trustee for the Stock Group Shareholders (the "Trustee")
3,900,000 shares of Common Stock to be held under the terms of an Exchange
and Voting Agreement dated March 11, 1999 (the "Trust Agreement") by and
among the Company, the Trustee, the Subsidiary and the Stock Group
Shareholders. The Exchangeable Shares may be converted, at the option of
the holder into an equal number of the Company's Common Stock held by the
Trustee. Pending any such conversion, each holder of the Exchangeable
Shares may direct the Trustee to vote an equivalent number of Company's
Common Stock. The Trustee has no discretion as to voting or disposition of
the Company's Common Stock. As a result of these transactions, each of the
Stock Group Shareholders has the right to vote, (or to direct the Trustee
to vote on behalf of such Stock Group Shareholder) a number of the
Company's Common Stock equal to the number of Exchangeable Shares held of
record by such Stock Group Shareholder. In the aggregate, the Company's
Common Stock issued to the Trustee represent approximately 49% of the
Corporation's issued and outstanding shares of Common Stock. The Trust
created by the SEA shall continue until the earliest to occur of the
following events: (a) no outstanding Exchangeable Non-Voting Shares are
held by any Stock Group Shareholder; (b) each of the Subsidiary and the
Company acts in writing to terminate the Trust and such

4
<PAGE>

termination is approved by the holders of the Exchangeable Non-Voting
Shares in accordance with section 27.10 of the SEA; and (c) December 31,
2098.

(2) Of this amount, 50.16% (or 1,372,500 shares) are owned by Yvonne New, Mr.
New's wife. Mr. Marcus New owns directly 171,500 Exchangeable Shares and
his wife, Yvonne New, owns directly 250,000 Exchangeable Shares. They both
indirectly, through 518464 B.C. Ltd., a British Columbia company owned by
Mr. New as to 50% and Yvonne New as to 50%, own 2,245,000 Exchangeable
Shares. Accordingly, Marcus and Yvonne New have the right to direct the
vote of 2,664,500 of the Company's Common Stock (approximately 32.51% of
the Company's issued and outstanding Common Stock). In addition, of this
amount, 70,000 shares are held in a trust for which Mr. New is a beneficial
owner. This trust is a non-voting trust. This holding in combination with
the 2,664,500 Exchangeable shares bring Mr. New's beneficial ownership of
shares of the Corporation to a total of approximately 33.39% of the
Corporation's issued and outstanding common stock.

(4) Of this amount, 50% (or 30,000 shares) are owned by Donna Caddey, Mr.
Caddey's wife. Mr. David Caddey and his wife, Donna Caddey, each own
directly 20,000 Exchangeable Shares. In addition, 20,000 shares of Common
Stock are owned jointly by David and Donna Caddey. Accordingly, David and
Donna Caddey have the right to direct the vote of 60,000 of the Company's
Common Stock which represents approximately 0.75% of the Company's issued
and outstanding Common Stock.

(5) Mr. New, Mr. Faulkner, and Mr. Caddey have been granted options to purchase
325,000, 195,000, and 20,000 shares, respectively, of the Company's common
stock at $2.50US per share. Mr. deBoer has been granted options to purchase
20,000 shares of the Company's common stock at $2.75US per share. Mr Bush
has been granted options to purchase 50,000 shares of the Company's common
stock at $2.50 US per share. Mr Moyle has been granted options to purchase
25,000 shares of the Company's common stock at $1.56US per share. Mr.
Landes has been granted options to purchase 745,000 shares of the Company's
common stock at a price of $0.01US per share as to 105,000 shares and
$0.94US per shares as to the balance. The options have a 5 year term. These
options were granted by the Company as of March 11, 1999 in replacement of
options (in equal number and on the same terms and condition as options
granted by the Company's wholly-owned subsidiary as at August 1, 1998 as to
Mr. Landes and as at January 1, 1999 for all other grantees (the "date of
grant")). 20% percent of the options granted by the Company will commence
to vest (and thereafter be exercisable) on each anniversary of the date of
grant. However, as to Mr. Landes, the options may be exercised, to the
extent vested, only after 2 years from the date of grant. In addition,
106,800 of Mr. Landes' options to purchase shares at a price of $0.94US
will vest and be exercisable only if the Company attains certain
performance levels in each of the fiscal years ending December 31, 2000 and
2001. To date 106,640 of Mr. Landes' $0.94 options have vested but are not
exercisable until March 11, 2001, 65,000 of Mr. New's options have vested,
39,000 of Mr. Faulkner's options have vested, and 4,000 of Mr. Caddey's
options have vested.

Business Experience of Nominees and Executive Officers

Marcus New has been Chairman of the Board and Chief Executive Officer of the
Company since March 11, 1999. He also serves as the Chairman of the Board, Chief
Executive Officer and Director of Stockgroup.com Media, Inc. and Stockgroup.com,
Ltd., the Company's wholly-owned Canadian and U.S. operating Subsidiaries. Mr.
New also serves as Director, President & Secretary of 579818 B.C. Ltd.; as
Director and CEO of Stockgroup.com (Bahamas) Ltd.; and as Director and President
of Stockgroup.com International, Inc., all of which are wholly owned
subsidiaries of the Company. Mr. New is the founder, Chairman and CEO of
Stockgroup.com Media, Inc. (formerly Stock Research Group, Inc.) a British
Columbia, Canada corporation incorporated on May 4, 1995. Mr. New is an
acknowledged authority on investing on the Internet. He has been an invited
guest speaker to the New York Society of Security Analysts where his speech was
transmitted on NBC's

5
<PAGE>

Private Financial Network. He has also appeared on national media broadcasts
including CNBC, Bloomberg Radio, CNNfn, and Investors On Line. Mr. New is also a
director of IRI Inc., the "for profit" company for the Investor Research
Institute headquartered in New York. Marcus New is also a director of Iwave.com
(CDN-OTC: IWAV), an information database and retrieval company.

Craig Faulkner has been Chief Technology Officer and Director of the Company
since March 11, 1999. He also serves as Director, Vice President Operations and
Chief Technology Officer of Stockgroup.com Media, Inc. and Stockgroup.com, Ltd.,
the Company's wholly-owned operating subsidiaries. Mr. Faulkner also serves as
Director and Secretary of Stockgroup.com (Bahamas) Ltd. and Stockgroup.com
International, Inc., both of which are wholly-owned subsidiaries of the Company.
Mr. Faulkner has been a computer programmer for over 15 years and is one of the
founding partners of Stockgroup.com Media, Inc. (formerly Stock Research Group,
Inc.) He brings extensive technical skills to the Company and is responsible for
the implementation and development of the product side of the business.

Leslie Landes has been the Chief Operating Officer of the Company since March
11, 1999. Since June 15, 1999 he has also served as Director and President. He
also serves as President and Chief Operating Officer of Stockgroup.com Media,
Inc. and as Director, President and Chief Operating Officer of Stockgroup.com,
Ltd., the Company's wholly-owned operating subsidiaries. Mr. Landes previously
directed Landes Enterprises Limited, a privately held interim turnaround
management consulting company that advised and counseled clients in several
industries including telecommunications and technology on issues ranging from
mergers and acquisitions to international marketing campaigns. Prior to founding
Landes Enterprises, Mr. Landes spent 13 years as a senior executive with the Jim
Pattison Group, Canada's third largest private company with sales in excess of
$3 billion and over 13,000 employees. Mr. Landes served as President of the Jim
Pattison Sign Group, Outdoor Group, and The Communications Group, which included
the Company's manufacturing and leasing business. He ultimately served as
President of Jim Pattison Industries Ltd. and Senior VP of the Jim Pattison
Group where he successfully initiated and completed the acquisition of
strategically important companies in a number of diverse industries. Most
notably, under Mr. Landes' presidency, the Sign Group was built into the largest
electronic sign company in the world. Leslie Landes is also a director of TIR
Systems Ltd. (CDNX: TIY).

David N.Caddey, B.Sc., M.Sc., is, and has been since 1990, Vice President and
General Manager of MacDonald Dettwiler and Assoc. (TSE: MDA), a leading Canadian
space and information technology company. Mr. Caddey received a Bachelor of
Science degree from the Royal Military College in 1971 and a Master of Science
Degree from the Royal Military College in 1976.

Lee deBoer, is Principal of MediaFutures, Inc. Mr. deBoer is President of
MediaFutures, Inc., a strategic consultancy with clients in New Media and
Cable/Broadcast. Mr. deBoer is former CEO of New Century Network, an online
company formed by a consortium of the nine leading US newspaper companies, and
past Executive Vice President, President of HBO International. While at HBO Mr.
deBoer was responsible for overseeing HBO's programming operations units as well
as its diversification and expansion efforts.

Lindsay Moyle, CGA, joined the Company in May 2000. Prior to joining
Stockgroup.com, Mr.

6
<PAGE>

Moyle was the CFO of NTS Computer Systems where he was involved in the IPO and
financing activities for the company. He also contributed to the company's
graduation to the Toronto Stock Exchange and he played a significant role in the
development of overseas subsidiaries. Mr. Moyle is a Certified General
Accountant and is currently a Director of the Tri-Cities/Ridge-Meadows chapter
of the British Columbia CGA Association. Lindsay Moyle is also currently on a
one year leave from the Executive Masters of Business Administration program at
Simon Fraser University in Vancouver, BC.

Tim Bush joined the Company in January 2000. Prior to joining Stockgroup.com, he
has been managing professional sales teams in major corporations for the past 14
years. He has a proven track record of rapidly growing sustainable business at
high customer service levels. He began his career by progressing quickly in
sales and branch sales management at ComputerLand in 1983. At the end of his 8
years he had regional responsibility for major and corporate account sales.
Previous to joining Stockgroup.com, Mr. Bush was a Regional Sales Director for
one of the world's largest computer products and services distributors, Ingram
Micro Inc. Prior to that he was Regional Sales Director for computer distributor
Merisel . As a Regional Sales Director for the past 8 years, his team's have
averaged over 30% sales growth with sales in excess of $400 MM and have
consistently enjoyed a dominant market share position and high customer
retention and satisfaction.

Meetings of the Board of Directors and Committees

During 1999 the Company's Board of Directors did not have a standing nominating
committee or committee performing similar functions. Currently the Company
maintains standing audit and compensation committees.

During the year ended December 31, 1999, the Company's Board of Directors did
not hold any meetings.

Executive Compensation

The following summary compensation table sets forth individual compensation
information for the Chief Executive Officer and each of the Company's executive
officers whose aggregate compensation exceeded $100,000 during each of the years
ended December 31, 1997, 1998 and 1999 for services rendered to I-Tech Holdings
Group, Inc.

Summary Compensation Table (I-Tech Holdings Group, Inc.)

All Other
Name and Principal Position Year Salary Bonus Compensation
--------------------------- ---- ------ ----- ------------
Gerald H. Trumbule 1997 $ 0 $ 0 $ 0
Chief Executive Officer, 1998 $ 0 $ 0 $ 0
President and Director 1999 $ 0 $ 0 $ 0

The following summary compensation table sets forth individual compensation
information for the Chief Executive Officer and each of the Company's executive
officers whose aggregate

7
<PAGE>

compensation exceeded $100,000 during each of the years ended December 31, 1997,
1998 and 1999 pertaining to services rendered to Stockgroup.com Holdings, Inc.

Summary Compensation Table (Stockgroup.com Holdings, Inc.)
<TABLE>
<CAPTION>
Name and Principal Position Year Salary Bonus All Other Compensation
--------------------------- ---- ------ ----- ----------------------
<S> <C> <C> <C> <C>
Marcus New 1997 $ 66,647 $ 0 $ 0
Chief Executive Officer, 1998 $ 63,666 $ 0 $ 0
Chairman and Director 1999 $107,324 $ 0 $ 0

Leslie Landes 1997 n/a n/a n/a
President & Chief Operating Officer 1998 $ 33,713 $ 0 $ 0
1999 $108,722 $ 0 $ 0
</TABLE>

The following tables present certain additional information concerning stock
options granted to or exercised by executive officers during 1999 for services
rendered to I-Tech Holdings Group, Inc.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of Securities % of Total Options / SARs Exercise or Expiration
Underlying Options/SARs Granted to Employees in year Base price Date
Granted at December 31, 1999 ended December 31, 1999 per share ----
---------------------------- ----------------------- ---------

Name Exercisable Unexerciseable
---- ----------- --------------
<S> <C> <C> <C> <C> <C>
Gerald Trumbule 0 0 0 0 0
</TABLE>

The following tables present certain additional information concerning stock
options granted to or exercised by executive officers during 1999 for services
rendered to Stockgroup.com Holdings, Inc.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
Number of Securities % of Total Options / SARs Exercise or Expiration
Underlying Options/SARs Granted to Employees in year Base price Date
Granted at December 31, 1999 ended December 31, 1999 per share ----
---------------------------- ----------------------- ---------

Name Exercisable Unexerciseable
---- ----------- --------------
<S> <C> <C> <C> <C> <C>
Marcus New 65,000 260,000 0.00% US$2.50 3/11/06

Leslie Landes 0 105,000 0.00% US$0.01 8/1/05
106,640 534,160 0.00% US$0.94 8/1/05
</TABLE>

Directors' Compensation

The Company did not have any standard arrangements pursuant to which the
Directors were compensated for services provided as a director.

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<PAGE>

Employment Contracts and Termination of Employment and Change-In-Control
Arrangements.

The company signed an employment contract with Leslie Landes on August 4, 1998.
This contract extends for five years and includes various termination and
renewal clauses. The company can terminate the contract without cause upon
thirty days written notice and payment of one year's salary.

Section 16(a) Beneficial Ownership Reporting Compliance

The Company and its directors and officers were in compliance with all ownership
reporting requirements for the 1999 fiscal year.

ACCOUNTANTS

PROPOSAL 2. SELECTION OF INDEPENDENT ACCOUNTANTS

The Board of Directors recommends the ratification by the stockholders of the
appointment by the Board of Directors of Ernst & Young LLP as the Company's
independent accountants for the fiscal year ending December 31, 2000. In the
absence of instructions to the contrary, the shares of Common Stock represented
by a proxy delivered to the Board of Directors will be voted FOR the
ratification of the appointment of Ernst & Young LLP. Representatives of Ernst &
Young and/or Dale Matheson Carr-Hilton and/or Kish, Leake & Associates, PC are
not expected to be present at the Annual Meeting.

Background on Changes in the Company's Certifying Accountant

As part of the acquisition of Stock Research Group, Inc., on March 16, 1999, the
Board of Directors of the Company approved the retention of the firm of Dale
Matheson Carr-Hilton, who had been the previous principal independent accountant
for Stock Research Group, Inc., as principal independent accountant to perform
the examination of its financial statements as of December 31, 1999, and for the
year then ended, effective with the resignation of Kish, Leake & Associates,
P.C., the former independent accountant, which occurred on March 16, 1999. Kish,
Leake & Associates, P.C. had been principal independent accountant, having
performed audit services for the two most recent fiscal years ended December 31,
1998 and 1997, and had expressed unqualified opinions on such financial
statements. In connection with those audits and through March 16, 1999, there
were no disagreements between the Company and Kish, Leake & Associates, P.C. on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Kish, Leake & Associates, P.C., would have caused them to
make reference in their reports to the subject matter of the disagreements.

The Company requested Kish, Leake & Associates, P.C. to furnish it with a letter
addressed to the Securities and Exchange Commission (SEC) stating whether such
firm agrees with the statements made above and, if not, stating the respects in
which they do not agree. Such letter is

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<PAGE>

on file with the SEC.

In the months following the Stock Research Group acquisition, as the result of
growth and expansion, the Company determined it required the services of an
international accounting firm and replaced its former certifying accountant,
Dale Matheson Carr-Hilton, effective July 8, 1999. The accountant's reports on
the financial statements of the Company for the past three years were
unqualified. The decision to change accountants was part of the Company's
overall strategic plan and was approved by the board of directors.

During the three most recent fiscal years ended December 31, 1999, 1998, 1997
and through to August 15, 2000, there were no disagreements between the Company
and Dale Matheson, Carr-Hilton on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Dale Matheson, Carr-Hilton
would have caused them to make reference to the subject matter of the
disagreements. The Company requested Dale Matheson, Carr-Hilton to furnish it
with a letter addressed to the SEC stating whether such firm agrees with the
statements made above and, if not, stating the respects in which they do not
agree. Such letter is on file with the SEC.

STOCK OPTION PLAN

PROPOSAL 3. APPROVAL OF THE 2000 STOCK OPTION PLAN

A copy of the proposed 2000 Stock Option Plan is included with these Proxy
Materials, and is hereby incorporated by reference. The 2000 Stock Option Plan
will allow the Company to issue up to 500,000 options at various prices. Under
the 1999 Plan, 1,908,100 of the 2,000,000 allowed options have been issued and
are outstanding at prices ranging between $0.010 and $5.625. At present, 388,780
of these options have vested and are exercisable at prices ranging between
$0.940 and $4.437, while the balance of 1,519,320 remain unvested and
unexercisable.

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES
FOR 2000 ANNUAL MEETING

It is contemplated that the Company's 2000 Annual Meeting of Stockholders will
be held on or about August 15th, 2001. Stockholders of the Company who intend to
submit proposals or submit nominees for the election of Directors at the next
Annual Meeting of Stockholders must submit such proposals to the Company not
earlier than April 1st, 2001 nor later than May 31st, 2001. Stockholder
proposals should be submitted to Stockgroup.com Holdings, Inc., Penthouse, 50
West 23rd Street, New York, NY 10010, Attention: Lindsay Moyle, CGA - Secretary.

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<PAGE>

ANNUAL REPORT

The Company's Annual Report for the year ended December 31, 1999, including
financial statements, is being mailed together with this Proxy Statement to the
Company's stockholders of record at the close of business on October 18, 2000.
This Annual Report includes the Company's 10-KSB as filed with the SEC.

OTHER BUSINESS

The Board of Directors does not know of any other business to be presented to
the meeting and does not intend to bring any other matters before the meeting.
However, if any other matters properly come before the meeting or any
adjournments thereof, it is intended that the persons named in the accompanying
proxy will vote thereon according to their best judgment in the interests of the
Company.

By Order of the Board of Directors

Lindsay Moyle, CGA
Secretary

October 16, 2000

STOCKHOLDERS ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN
THE ENCLOSED SELF-ADDRESSED ENVELOPE. YOUR PROMPT RESPONSE WILL BE HELPFUL, AND
YOUR COOPERATION WILL BE APPRECIATED.

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<PAGE>

Definitive Proxy Materials

STOCKGROUP.COM HOLDINGS, INC.
500-750 West Pender Street
Vancouver, B.C. V6C 2T7 Canada

PROXY

Solicited by the Board of Directors
for the Annual Meeting of Stockholders on
November 10, 2000

The undersigned hereby appoints Marcus New, with full power of
substitution, as proxy and hereby authorizes him to represent and to vote, as
designated below, all shares of Common Stock of Stockgroup.com Holdings, Inc.
held of record by the undersigned at the close of business on October 18, 2000
at the Annual Meeting of Stockholders to be held on November 10, 2000 and any
adjournments thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR (IN FAVOR OF) PROPOSALS 1, 2, and 3 AND IN THE DISCRETION OF THE PROXY
FOR ANY OTHER BUSINESS.

The Board of Directors recommends a vote FOR each of the proposals below.

1. ELECTION OF DIRECTORS

/ / FOR all nominees listed (except / / WITHHOLD AUTHORITY to
as marked to the contrary below) vote for all nominees listed
below

Marcus New, Craig Faulkner, Leslie Landes, Lee deBoer, David Caddey.

(INSTRUCTION: To withhold authority to vote for my individual nominee, strike a
line through the nominee's name in the list above.)

2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
ACCOUNTANTS

/ / FOR / / AGAINST / / ABSTAIN

3. PROPOSAL TO APPROVE THE 2000 STOCK OPTION PLAN

/ / FOR / / AGAINST / / ABSTAIN

<PAGE>

PROXY

Solicited by the Board of Directors
for the Annual Meeting of Stockholders on
November 10, 1999

4. IN THEIR DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS
THEREOF.

/ / FOR / / AGAINST / / ABSTAIN

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. WHEN SHARES ARE HELD BY
JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE, OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
COMPANY, PLEASE SIGN IN FULL CORPORATE NAME BY THE PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED
PERSON.

PLEASE RETURN IN THE ENCLOSED ENVELOPE.

-----------------------------
Signature

-----------------------------
Signature if held jointly

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<PAGE>

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12

STOCKGROUP.COM HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

<PAGE>

TO OUR SHAREHOLDERS,

1999 was a year of building infrastructure and of tremendous growth at
Stockgroup. In addition to doubling our revenues, we matured as a company and
grew in depth and breadth of offerings. We are stronger and more diversified,
well poised to take advantage of the opportunities we have created. We started
the year as a small private company with annual sales under one million dollars,
offering services to investors and public companies on our corporate website. We
ended the year a public company with almost two million dollars in sales, an
expanded offering of products for investors on our award-winning
www.smallcapcenter.com website, and a wider range of corporate Business to
Business (B2B) products. We also built the infrastructure necessary to build our
Application Service Provider (ASP) business, and gained a strong foothold in the
enterprise website development market.

Our current strengths are a direct result of the strong foundation we built in
1999. Our success in helping investors find "the next big thing" on our
predecessor website, www.stockgroup.com, combined with our success in helping
public companies improve their presence on the internet, gave us a strong
presence in the financial community and helped create opportunities. Our reverse
takeover of I-Tech Holdings in the spring gave us a listing on the OTC BB
exchange, and helped us complete a large private placement. These projects took
tremendous effort in staff and money, but yielded impressive results. Our
traffic on the new website took a dramatic turn upward, and our design and
programming team gained valuable expertise that we now use to build quality
enterprise financial websites for customers. We haven't rested on our laurels,
though - we keep our design and programming team on the cutting edge constantly
upgrading and improving the website and our ASP offerings. Attention to quality
has led to a "Best of the Web" award from Forbes, and has created opportunities
as prospective customers recognize our professionalism and technical merit.

In 2000, we completed two major enterprise financial website projects, AsiaXIS
and eStockAnalyst. We established our ability to build high quality enterprise
financial websites, and continue to build our B2B and ASP offerings. We maintain
a respected website with sought after investment tools and a recognized unbiased
professional smallcap news service. We believe these are the tools that will
lead the Company forward into greater revenues and profitability. Already by the
first half of 2000 we have exceeded the whole year of revenue for 1999, with a
reduced net deficit from operations that is just over half that of 1999.

I would like to thank our employees for their outstanding efforts, and our
customers, suppliers, and shareholders for their support. In the coming year, we
will aggressively pursue increased revenues and profitability as we seek to
leverage our core competencies and internal assets that we have worked so hard
to build over the last few years.

Sincerely,

Marcus New
Chairman and Chief Executive Officer
October 16, 2000

<PAGE>

STOCKGROUP.COM HOLDINGS, INC.

2000 STOCK OPTION PLAN

1. Purposes of the Plan.

The purposes of this Plan are to (i) attract and retain the best available
personnel for positions of responsibility within Stockgroup.com Holdings, Inc.
(the "Company"), (ii) provide additional incentives to Employees, Directors and
Consultants of the Company, (iii) provide Employees, Directors, and Consultants
of the Company with an opportunity to acquire a proprietary interest in the
Company to encourage their continued provision of services to the Company, and
to provide such persons with incentives and rewards for superior performance
more directly linked to the profitability of the Company's business and
increases in shareholder value, and (iv) generally to promote the success of the
Company's business and the interests of the Company and all of its stockholders,
through the grant of options to purchase Shares.

Incentive benefits granted hereunder are Non-qualified Stock Options or
Restricted Shares, as those terms are hereinafter defined. The Options granted
shall be reflected in the terms of a written Incentive Agreement. No Option
granted hereunder shall be effective until an Incentive Agreement with respect
to such Option is executed by both the Company and the Participant.

2. Definitions.

As used herein, the following definitions shall apply:

2.1 "Board" shall mean the Board of Directors of the Company.

2.2 "Change of Control" means a change in ownership or control of the
Company effected through any of the following transactions:

(a) the direct or indirect acquisition by any person or related group
of persons (other than by the Company or a person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) of beneficial ownership (within the meaning of Rule 13d-3 of the
Exchange Act) of securities possessing more than 50% of the total combined
voting power of the Company's outstanding securities pursuant to a tender
or exchange offer made directly to the Company's shareholders, or other
transaction, in each case which the Board does not recommend such
shareholders to accept; or

(b) a change in the composition of the Board over a period of 24
consecutive months or less such that a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more
contested elections for Board membership, to be comprised of individuals
who either (i) have been Board members continuously since the beginning of
such period or (ii) have been elected or nominated for election as Board
members during such period by at least a majority of the Board members
described in clause (i) who were still in office at the time

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such election or nomination was approved by the Board; or

2.3 "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the rules and regulations promulgated thereunder.

2.4 "Committee" shall mean the Committee appointed by the Board in
accordance with Section 4.1 of the Plan, if one is appointed.

2.5 "Company" shall mean Stockgroup.com Holdings, Inc. a Colorado
corporation, and shall include any parent or subsidiary corporation of the
Company.

2.6 "Consultants" and "Advisors" shall include any third party (and/or
employees or principals thereof) retained or engaged by the Company to provide
ongoing consulting services to the Company pursuant to a written contract,
including any consulting company wholly owned by such person; provided that such
consultant: (a) possess technical, business, management, or legal expertise of
value to the Company or an affiliate; (b) spends a significant amount of time
and attention on the business and affairs of the Company; and (c) has a
relationship with the Company or an affiliate that enables the individual to
have knowledge concerning the business and affairs of the Company.

2.7 "Corporate Transaction" means any of the following shareholder-approved
transactions to which the Company is a party:

(a) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which
is to change the state in which the Company is incorporated;

(b) the sale, transfer or other disposition of all or substantially
all of the assets of the Company in complete liquidation or dissolution of
the Company; or

(c) any reverse merger in which the Company is the surviving entity
but in which securities possessing more than 50% of the total combined
voting power of the Company's outstanding securities are transferred to a
person or persons different from the persons holding those securities
immediately prior to such merger.

2.8 "Date of Grant" means the date specified by the Board or the Committee
or a Designated Officer on which a grant of Options shall become effective.

2.9 "Designated Officer" shall mean an Officer designated under section 4.2
(b) herein.

2.10 "Director" shall mean a member of the Board.

2.11 "Effective Date" shall have the meaning ascribed thereto in Section 6.

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<PAGE>

2.12 "Employee" shall mean any employee or Officer of the Company. For
purposes of Section 7 hereof, the term "Employee" shall also include Directors,
Consultants and Advisors.

2.13 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

2.14 "Fair Market Value" shall mean, with respect to the date a given
Option is granted or exercised, the value of the Shares determined by the Board
or the Committee or a Designated Officer in such manner as it may deem equitable
for Plan purposes but, no less than is required by applicable laws or
regulations; provided, however, that where there is a public market for the
Shares, the Fair Market Value per share shall be the average of the high and low
trading prices of the Shares on the Date of Grant, as reported in the Wall
Street Journal (or, if not so reported, as otherwise reported by the National
Association of Securities Dealers Automated Quotation System - Small Cap or
National Markets or the National Association of Security Dealers Over the
Counter Bulletin Board).

2.15 "Incentive Agreement" shall mean the written agreement between the
Company and the Participant relating to Options or Restricted Shares granted
under the Plan.2.14

2.16 "Officer" shall mean any officer of the Company.

2.17 "Non-qualified Stock Option" means an Option that is not intended to
qualify as a Tax-Qualified Option (as defined in the Code).

2.18 "Option" means the right to purchase Shares from the Company upon the
exercise of a Non-qualified Stock Option granted pursuant to Section 7 of this
Plan.

2.19 "Option Price" means the purchase price payable upon the exercise of
an Option.

2.20 "Optioned Stock" shall mean the Shares subject to an Option.

2.21 "Option Term" shall have the meaning ascribed to it in Section 7.3.

2.22 "Optionee" shall mean an Employee, Director, Consultant or Advisor of
the Company who has been granted one or more Options.

2.23 "Parent" shall mean a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

2.24 "Participant" means a person who is selected by the Board or the
Committee or a Designated Officer to receive benefits under this Plan and (i) is
at that time an Employee, Officer, Director, or a Consultant or Advisor, to the
Company, or (ii) has agreed to commence serving in any such capacity.

2.25 "Plan" shall mean this 2000 Stock Option Plan, as amended from time to
time in

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<PAGE>

accordance with the terms hereof.

2.26 "Restricted Shares" means Common Shares granted or sold pursuant to
section 8 of this Plan as to which neither the substantial risk of forfeiture
nor the restrictions on transfer referred to in Section 8.9 hereof has expired.

2.27 "Rule 16b-3" means Rule 16b-3, as promulgated and amended from time to
time by the Securities and Exchange Commission under the Exchange Act, or any
successor rule to the same effect.

2.28 "Shares" shall mean (i) shares of the Common Stock, no par value, of
the Company described in the Company's Articles of Incorporation, as amended,
and (ii) any security into which Common Shares may be converted by reason of any
transaction or event of the type referred to in Section 8 of this Plan, in each
case as the same may be adjusted pursuant to Section 8 of this Plan.

2.29 "Subsidiary" shall mean a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

2.30 "Tax Date" shall mean the date an Optionee is required to pay the
Company an amount with respect to tax withholding obligations in connection with
the exercise of an Option.

2.31 "Termination Date" shall have the meaning ascribed thereto in Section
12.

3. Shares Subject to the Plan.

Subject to the provisions of Section 9 of the Plan, the maximum aggregate
number of Shares which may be optioned and sold or otherwise awarded under the
Plan is Five Hundred Thousand (500,000) Shares. Any Shares available for grants
and awards at the end of any calendar year shall be carried over and shall be
available for grants and awards in the subsequent calendar year.

For the purposes of this Section 3:

3.1 Upon expiration or cancellation of any award granted under this Plan,
any Shares that were covered by such award shall again be available for issuance
or transfer hereunder.

3.2 Shares covered by any award granted under this Plan shall be deemed to
have been issued, and shall cease to be available for future issuance in respect
of any other award granted hereunder, at the earlier of the time when they are
actually issued or the time when dividends or dividend equivalents are paid
thereon.

4. Administration of the Plan.

4.1 Procedure.

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(a) The Board shall administer the Plan; provided, however, that the
Board may appoint a Committee consisting solely of two (2) or more
"Non-Employee Directors" to administer the Plan on behalf of the Board, in
accordance with Rule 16b-3.

(b) Once appointed, the Committee shall continue to serve until
otherwise directed by the Board. From time to time the Board may increase
the size of the Committee and appoint additional members thereof, remove
members (with or without cause), appoint new members in substitution
therefor, and fill vacancies however caused; provided, however, that at no
time may any person serve on the Committee if that person's membership
would cause the committee not to satisfy the requirements of Rule 16b-3.

(c) A majority of the Committee shall constitute a quorum, and the
acts of the members of the Committee who are present at any meeting thereof
at which a quorum is present, or acts unanimously approved by the members
of the Committee in writing, shall be the acts of the Committee.

(d) Any reference herein to the Board shall, where appropriate,
encompass a Committee appointed to administer the Plan in accordance with
this Section 4.

4.2 Power of the Board or the Committee or a Designated Officer

(a) Subject to the provisions of the Plan, the Board shall have the
authority, in its discretion: (i) to grant Options to Participants; (ii) to
determine, upon review of relevant information and in accordance with
Section 2.13 of the Plan, the Fair Market Value of the Shares; (iii) to
determine the Option Price per share of Options to be granted, which Option
Price shall be determined in accordance with Section 7.4 of the Plan; (iv)
to determine the number of Shares to be represented by each Option; (v) to
determine the Participants to whom, and the time or times at which, Options
shall be granted; (vi) to interpret the Plan; (vii) to prescribe, amend and
rescind rules and regulations relating to the Plan; (viii) to determine the
terms and provisions of each Option granted (which need not be identical)
and, with the consent of the Optionee thereof, modify or amend such Option;
(ix) to accelerate or defer (with the consent of the Optionee) the exercise
date of any Option; (x) to authorize any person to execute on behalf of the
Company any instrument required to effectuate the grant of an Option
previously granted by the Board; (xi) to accept or reject the election made
by an Optionee pursuant to Section 7.5 of the Plan; (xii) to impose such
additional conditions, as it deems advisable, as to the vesting and
exercise of any Options granted pursuant to the Plan, including, but not
limited to performance criteria, and (xiii) to make all other
determinations deemed necessary or advisable for the administration of the
Plan.

(b) The Board or a Committee may delegate to an Officer of the Company
the authority to make decisions pursuant to this Plan, provided that no
such delegation may be made that would cause any award or other transaction
under the Plan to cease to be exempt from Section 16(b) of the Exchange
Act. A Committee may authorize any one or more of its members or any
Officer of the Company to execute and deliver documents on behalf of the
Committee.

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<PAGE>

4.3 Effect of Board or Committee or Designated Officer Decisions. All
decisions and determinations and the interpretation and construction by the
Board or the Committee or a Designated Officer of any provision of this Plan or
any agreement, notification or document evidencing the grant of Options and any
determination by the Board or the Committee or a Designated Officer pursuant to
any provision of this Plan or any such agreement, notification or document,
shall be final, binding and conclusive with respect to all Participants and/or
Optionees and any other holders of any Option granted under the Plan. No member
of the Board or the Committee or a Designated Officer shall be liable for any
such action taken or determination made in good faith.

5. Eligibility.

Consistent with the Plan's purposes, Options may be granted only to such
Directors, Officers, Employees, Consultants and Advisors of the Company as
determined by the Board or the Committee or a Designated Officer. Subject to the
terms of the Plan, a Director, Officer, Employee, Consultant or Advisor who has
been granted an Option may, if he or she is otherwise eligible, be granted an
additional Option.

6. Board Approval; Effective Date.

The Plan shall take effect on September 21, 2000 (the "Effective Date"),
the date on which the Board approved the Plan. No Option may be granted after
the Termination Date as hereinafter defined.

7. Options.

The Board or the Committee or a Designated Officer may from time to time
authorize grants to Participants of Options to purchase Shares upon such terms
and conditions as the Board or the Committee or a Designated Officer may
determine in accordance with the following provisions:

7.1 Options to be Granted; Terms.

(a) Options granted pursuant to this Section 7 would be Non-qualified
Stock Options. The Board or the Committee or a Designated Officer shall
determine the specific terms of Options.

(b) Each grant shall specify the period or periods of continuous
employment, or continuous engagement of the consulting or advisory
services, of the Optionee by the Company or any Subsidiary, or such other
conditions as the Board or the Committee or a Designated Officer may
provide, that are necessary before the Options or installments thereof
shall become exercisable.

(c) Any grant of an Option may provide for the payment to the Optionee
of dividends equivalent thereon in cash or Shares on a current, deferred or
contingent basis, or the Board or the Committee or a Designated Officer may
provide that any dividend equivalents shall be credited against the Option
Price.

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(d) The granting of Options to Consultants who directly or indirectly
beneficially own 10% or more of the Company's issued and outstanding Shares
or who is an affiliate of such person must be approved by the requisite
vote of the disinterested shareholders in accordance with applicable
securities regulatory requirements.

7.2 Number of Shares Subject to Options. Each grant shall specify the
number of Shares to which it pertains. Successive grants may be made to the same
Optionee regardless of whether any Options previously granted to the Optionee
remain unexercised.

7.3 Term of Option; Earlier Termination. Subject to the further provisions
of this Section 7, unless otherwise provided in the Incentive Agreement, the
term (the "Option Term") of each Option shall be six (6) years from the Date of
Grant, provided that no grant shall be effective until the Company and the
Participant have executed and delivered an Incentive Agreement.

7.4 Exercise Price. Each grant shall specify an Option Price per Share for
the Shares to be issued pursuant to exercise of an Option, which shall be
determined by the Board or the Committee or a Designated Officer, and, in the
case of options granted to consultants, shall be no less than the Fair Market
Value per share on the Date of Grant.

7.5 Payment for Shares. The Option Price of an exercised Option and any
taxes attributable to the delivery of Shares under the Plan or portion thereof,
shall be paid as follows:

(a) Each grant shall specify the form of consideration to be paid in
satisfaction of the Option Price and the manner of payment of such
consideration, which may include (i) cash in the form of United States
currency or check or other cash equivalent acceptable to the Company, (ii)
non-forfeitable, unrestricted Shares, which are already owned by the
Optionee and have a value at the time of exercise that is equal to the
Option Price, (iii) any other legal consideration that the Board or the
Committee or a Designated Officer may deem appropriate, including without
limitation any form of consideration authorized pursuant to this Section 7
on such basis as the Board or the Committee or a Designated Officer may
determine in accordance with this Plan, and (iv) any combination of the
foregoing. The Board (or the Committee or a Designated Officer) in its sole
discretion may permit a so-called "cashless exercise" of an Option.

In the event of a cashless exercise of an Option the Company shall
issue the Optionee holder the number of Shares determined as follows:

X = Y (A-B)/A where:

X = the number of Shares to be issued to the Optionee.

Y = the number of Shares with respect to which the Option is
being exercised.

A = the average of the closing sale prices of the Shares for
the five (5) Trading Days

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immediately prior to (but not including) the Date of Exercise,
or in the absence thereof, the Fair Market Value on the Date
of Exercise.

B = the Option Price.

(b) Any grant may allow for deferred payment of the Option Price
through a sale and remittance procedure by which an Optionee shall provide
concurrent irrevocable written instructions to (i) a Company-designated
brokerage firm to effect the immediate sale of the purchased Shares and
remit to the Company, out of the sale proceeds available on the settlement
date, sufficient funds to cover the aggregate Option Price payable for the
purchased Shares, and (ii) the Company to deliver the certificates for the
purchased Shares directly to such brokerage firm to complete the sale
transaction.

(c) The Board or the Committee or a Designated Officer shall determine
acceptable methods for tendering Shares as payment upon exercise of an
Option and may impose such limitations and prohibitions on the use of
Shares to exercise an Option as it deems appropriate.

7.6 Rights as a Stockholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of an Option.
No adjustment will be made for a dividend or the right thereto for which the
record date is prior to the date the stock certificate is issued, except as
provided in Section 8 of the Plan.

7.7 Loans or Installment Payments; Bonuses.

(a) The Board or the Committee or a Designated Officer may, in its
discretion, assist any Optionee in the exercise of one or more awards under
the Plan, including the satisfaction of any federal, provincial, local and
foreign income and employment tax obligations arising therefrom, by (i)
authorizing the extension of a loan from the Company to such Optionee; or
(ii) permitting the Optionee to pay the Option Price for the purchased
Shares in installments; or (iii) a guaranty by the Company of a loan
obtained by the Participant from a third party; or (iv) granting a cash
bonus to the Optionee to enable the Optionee to pay federal, state, local
and foreign income and employment tax obligations arising from an award.

(b) Any loan or installment method of payment (including the interest
rate and terms of repayment) shall be upon such terms as the Board or the
Committee or a Designated Officer specifies in the applicable Incentive
Agreement or otherwise deems appropriate under the circumstances. Loans or
installment payments may be authorized with or without security or
collateral. However, the maximum credit available to the Optionee may not
exceed the Option Price of the acquired Shares (less the par value of such
Shares) plus any federal, state and local income and employment tax
liability incurred by the Optionee in connection with the acquisition of
such Shares. The amount of any bonus shall be determined by the Board or
the Committee or a Designated Officer in its sole discretion under the
circumstances.

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(c) The Board or the Committee or a Designated Officer may, in its
sole discretion, determine that one or more loans extended under this
Section 7.7 shall be subject to forgiveness by the Company in whole or in
part upon such terms and conditions as the Board or the Committee or a
Designated Officer may deem appropriate; provided, however, that the Board
or the Committee or a Designated Officer shall not forgive that portion of
any loan owed to cover the par value of the Shares.

(d) Any Shares purchased and paid for as provided in this Section 7.7
must be held by a trustee duly appointed by the Company until such time as
the Shares have been paid for in full.

7.8 Exercise of Option.

(a) Procedure for Exercise.

(i) Any Option granted hereunder shall be exercisable at such
times and under such conditions as determined by the Board or the
Committee or a Designated Officer, including performance criteria with
respect to the Company and/or the Optionee, and as shall be
permissible under the terms of the Plan. Unless otherwise determined
by the Board or the Committee or a Designated Officer at the time of
grant, an Option may be exercised in whole or in part.

(ii) An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in accordance
with the terms of the Option by the person entitled to exercise the
Option and full payment for the Shares with respect to which the
Option is exercised has been received by the Company. Full payment
may, as authorized by the Board or the Committee or a Designated
Officer, consist of any consideration and method of payment allowable
under Section 7.5 of the Plan.

(iii) Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be available,
both for purposes of the Plan and for sale under the Option, by the
number of Shares as to which the Option is exercised.

(b) Termination of Status as an Employee. Unless otherwise provided in
an Incentive Agreement, if an Employee's employment by the Company is
terminated, except if such termination is voluntary or occurs due to
retirement with the consent of the Board or the Committee or a Designated
Officer or due to death or disability, then the Option, to the extent not
exercised, shall terminate on the date on which the Employee receives
notice that the Employee's employment by the Company is terminated. If an
Employee's termination is voluntary or occurs due to retirement with the
consent of the Board or the Committee or a Designated Officer, then the
Employee may after the date such Employee ceases to be an employee of the
Company, exercise his or her Option at any time within three (3) months
after the date he or she ceases to be an Employee of the Company, but only
to the extent that he was entitled to exercise it on the date of such
termination. To the extent that the Employee was not entitled to exercise
the Option at the date of such termination, or if the Employee does not
exercise such Option (which he was entitled

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to exercise) within the time specified herein, the Option shall terminate.

(c) Disability. Unless otherwise provided in the Incentive Agreement,
notwithstanding the provisions of Section 7.8(b) above, in the event an
Employee is unable to continue his or her employment with the Company as a
result of his or her permanent and total disability (as defined in Section
22(e)(3) of the Code), the Employee may exercise his Option at any time
within six (6) months after the date of termination, but only to the extent
the Employee was entitled to exercise it at the date of such termination.
To the extent that the Employee was not entitled to exercise the Option at
the date of termination, or if the Employee does not exercise such Option
(which he was entitled to exercise) within the time specified herein, the
Option shall terminate.

(d) Death. Unless otherwise provided in the Incentive Agreement, if an
Optionee dies during the term of the Option and is at the time of his death
an Employee, the Option may be exercised at any time within six (6) months
following the date of death by the Optionee's executor or other legal
representative or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent that the Optionee was
entitled to exercise the Option on the date of death, or if the Optionee's
estate, or person who acquired the right to exercise the Option by bequest
or inheritance, does not exercise such Option (which he was entitled to
exercise) within the time specified herein, the Option shall terminate.

7.9 Option Re-issuance. The Board or the Committee or a Designated Officer
shall have the authority to effect, at any time and from time to time, with the
consent of the affected Optionee, the cancellation of any or all outstanding
Options under this Section 7 and grant in substitution new Options under the
Plan covering the same or a different number of Shares but with an Option Price
which, in the case of options granted to consultants, shall be not less than the
Fair Market Value per share on the new Date of Grant.

7.10 Incentive Agreement. Each grant of an Option or Restricted Share award
shall be evidenced by an Incentive Agreement, which shall be executed on behalf
of the Company by any Officer thereof and delivered to and accepted by the
Optionee and shall contain such terms and provisions as the Board or the
Committee or a Designated Officer may determine consistent with this Plan.

8. Restricted Shares.

Restricted Shares are shares of Common Stock which are sold or transferred
by the Company to a Participant at a price which may be below their Fair Market
Value, or for no payment, but subject to restrictions on their sale or other
transfer by the Participant. The transfer of Restricted Shares and the transfer
and sale of Restricted Shares shall be subject to the following terms and
conditions:

8.1 Number of Shares. The number of Restricted Shares to be transferred or
sold by the Company to a Participant shall be determined by the Board or
Committee or a Designated Officer, if any.

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8.2 Sale Price. The Board or the Committee or a Designated Officer shall
determine the prices, if any, at which Restricted Shares shall be sold to
Participant, which may vary from time to time and among Participants, and which
may be below the Fair Market Value of such shares of Common Stock on the date of
sale.

8.3 Restrictions. All Restricted Shares transferred or sold hereunder shall
be subject to such restrictions as the Board or the Committee or a Designated
Officer may determine, including, without limitation, any or all of the
following:

(a) a prohibition against the sale, transfer, pledge or other
encumbrance of the Restricted Shares, such prohibition to lapse at such
time or times as the Board or the Committee or a Designated Officer shall
determine (whether in annual or more frequent installments, at the time of
the death, disability or retirement of the holder of such Restricted
Shares, or otherwise);

(b) a requirement that the holder of Restricted Shares forfeit or
resell back to the Company, at his cost, all or a part of such Restricted
Shares in the event of termination of his employment during any period in
which such Restricted Shares are subject to restrictions; and

(c) a prohibition against employment of the holder of such Restricted
Shares by any competitor of the Company or a subsidiary of the Company, or
against such holder's dissemination of any secret or confidential
information belonging to the Company or a subsidiary of the Company.

8.4 Escrow. In order to enforce the restrictions imposed by the Board or
the Committee or a Designated Officer pursuant to Section 8.3 above, the
Participant receiving Restricted Shares shall enter into an agreement with the
Company setting forth the conditions of the grant. Restricted Shares shall be
registered in the name of the Participant and deposited, together with a stock
power endorsed in blank, with the Company.

8.5 End of Restrictions. Subject to Section 8.3, at the end of any time
period during which the Restricted Shares are subject to forfeiture and
restrictions on transfer, such Restricted Shares will be delivered, free of all
restrictions, to the Participant or to the Participant's legal representative,
beneficiary or heir.

8.6 Stockholder. Subject to the terms and conditions of the Plan, each
Participant receiving Restricted Shares shall have all the rights of a
stockholder with respect to such shares of stock during any period which such
shares are subject to forfeiture and restrictions on transfer, including,
without limitation, the right to vote such shares. Dividends paid in cash or
property other than Common Stock with respect to the Restricted Shares shall be
paid to the Participant currently.

8.7 Ownership of Restricted Shares. Each grant or sale shall constitute an
immediate transfer of the ownership of the Restricted Shares to the Participant
in consideration of the performance of services, entitling such Participant to
dividend, voting and other ownership rights,

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<PAGE>

subject to the "substantial risk of forfeiture" and restrictions on transfer
referred to hereinafter.

8.8 Additional Consideration. Each grant or sale may be made without
additional consideration from the Participant or in consideration of a payment
by the Participant that is less than the Fair Market Value per share on the Date
of Grant.

8.9 Substantial Risk of Forfeiture.

(a) Each grant or sale shall provide that the Restricted Shares
covered thereby shall be subject to a "substantial risk of forfeiture"
within the meaning of Section 83 of the Code for a period to be determined
by the Board or the Committee or a Designated Officer on the Date of Grant.

(b) Each grant or sale shall provide that, during the period for which
substantial risk of forfeiture is to continue, the transferability of the
Restricted Shares shall be prohibited or restricted in the manner and to
the extent prescribed by the Board or the Committee or a Designated Officer
on the Date or Grant. Such restrictions may include without limitation
rights of repurchase or first refusal in the Company or provisions
subjecting the Restricted Shares to a continuing substantial risk of
forfeiture in the hands of any transferee.

8.10 Dividends. Any grant or sale may require that any or all dividends or
other distributions paid on the Restricted Shares during the period of such
restrictions be automatically sequestered and reinvested on an immediate or
deferred basis in additional Common Shares, which may be subject to the same
restrictions as the underlying award or such other restrictions as the Board of
the Committee or a Designated Officer may determine.

9 Adjustments Upon Changes in Capitalization or Merger.

Subject to any required action by the stockholders of the Company, the
number of Shares covered by each outstanding Option, and the number of Shares
which have been authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, as well as Shares covered by each such
outstanding Option, shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Shares, or
any other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board or the Committee or a Designated Officer, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof, shall be made with respect to the number of Shares
subject to an Option or the Option Price thereof.

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In the event of the proposed dissolution or liquidation of the Company, all
Options will terminate immediately prior to the consummation of such proposed
action unless otherwise provided by the Board. The Board may, in the exercise of
its sole discretion in such instances, declare that any Option shall terminate
as of a date fixed by the Board and give each holder the right to exercise his
or her Option as to all or any part thereof, including Shares as to which the
Option would not otherwise be exercisable. In the event of a proposed sale of
all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, the Option shall be assumed or an
equivalent Option shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Board determines, in the
exercise of its sole discretion and in lieu of such assumption or substitution,
that the holder shall have the right to exercise the Option as to all of the
Shares, including Shares as to which the Option would not otherwise be
exercisable. If the Board makes an Option exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board shall notify
the holder that the Option shall be fully exercisable for a period of sixty (60)
days from the date of such notice (but not later than the expiration of the term
of the Option), and the Option will terminate upon the expiration of such
period.

10. Transferability.

Except to the extent otherwise expressly provided in the Plan, the right to
acquire Shares or other assets under the Plan may not be assigned, encumbered or
otherwise transferred by an Optionee and any attempt by an Optionee to do so
will be null and void. No Option granted under this Plan may be transferred by
an Optionee except by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act, as amended, or the rules thereunder or
equivalent laws of the Optionees jurisdiction of residence. Options granted
under this Plan may not be exercised during a Participant's lifetime except by
the Optionee or, in the event of the Optionee's legal incapacity, by his or her
guardian or legal representative acting in a fiduciary capacity on behalf of the
Participant under applicable law and court supervision.

11. Time of Granting of Options.

The Date of Grant of an Option shall, for all purposes, be the date on
which the Board or the Committee or a Designated Officer makes the determination
granting such Option. Notice of the determination shall be given to each
Participant to whom an Option is so granted within a reasonable time after the
date of such grant.

12. Amendment and Termination of the Plan.

12.1 The Board may amend Plan from time to time in such respects as the
Board may deem advisable or otherwise terminate the Plan.

12.2 Any such amendment or termination of the Plan shall not affect Options
already granted and such Options shall remain in full force and effect as if
this Plan had not been amended or terminated, unless mutually agreed otherwise
between the Optionee and the Board or the

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<PAGE>

Committee or a Designated Officer, which agreement must be in writing and signed
by the Optionee and the Company.

12.3 Notwithstanding the foregoing, this Plan shall terminate upon the
earlier of (i) December 31, 2010 or such earlier date as the Board shall
determine, or (ii) the date on which all awards available for issuance in the
last year of the Plan shall have been issued and fully exercised (the
"Termination Date"). Upon termination of the Plan, no further Options may be
granted pursuant to the Plan, but all Options granted prior thereto and still
outstanding on such date shall thereafter continue to have force and effect in
accordance with the provisions of the Incentive Agreements evidencing such
Options.

13. Withholding Taxes.

The Company is authorized to withhold income taxes as required under
applicable laws or regulations. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by an Optionee or other person under this Plan, and the
amounts available to the Company for the withholding are insufficient, it shall
be a condition to the receipt of any such payment or the realization of any such
benefit that the Optionee or such other person make arrangements satisfactory to
the Company for payment of the balance of any taxes required to be withheld. At
the discretion of the Board or the Committee or a Designated Officer, any such
arrangements may without limitation include relinquishment of a portion of any
such payment or benefit or the surrender of outstanding Shares. The Company and
any Optionee or such other person may also make similar arrangements with
respect to the payment of any taxes with respect to which withholding is not
required.

14. Corporate Transaction or Change of Control.

The Board or the Committee or a Designated Officer shall have the right in
its sole discretion to include with respect to any award granted to an Optionee
hereunder provisions accelerating the benefits of the award in the event of a
Corporate Transaction or Change of Control, which acceleration rights may be
granted in connection with an award pursuant to the agreement evidencing the
same or at any time after an award has been granted to an Optionee.

15. Miscellaneous Provisions.

15.1 Plan Expense. Any expenses of administering this Plan shall be borne
by the Company.

15.2 Construction of Plan. The place of administration of the Plan shall be
in Vancouver, British Columbia or such other cities as the Board of Directors
may designate, and the validity, construction, interpretation, administration
and effect of the Plan and of its rules and regulations, and rights relating to
the Plan, shall be determined in accordance with the laws of the Province of
British Columbia and the laws of Canada applicable therein without regard to
conflict of law principles and, where applicable, in accordance with the Code.

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15.3 Other Compensation. The Board or the Committee or a Designated Officer
may condition the grant of any award or combination of awards authorized under
this Plan on the surrender or deferral by the Participant of his or her right to
receive a cash bonus or other compensation otherwise payable by the Company or a
Subsidiary to the Participant.

15.4 Continuation of Employment or Services. This Plan shall not confer
upon any Participant any right with respect to continuance of employment or
other service with the Company or any Subsidiary and shall not interfere in any
way with any right that the Company or any Subsidiary would otherwise have to
terminate any Participant's employment or other service at any time. Nothing
contained in the Plan shall prevent the Company or any Subsidiary from adopting
other or additional compensation arrangements for its Employees.

15.5 Certain Terminations of Employment or Consulting Services, Hardship
and Approved Leaves of Absence. Notwithstanding any other provision of this Plan
to the contrary, in the event of termination of employment or consulting
services by reason of death, disability, normal retirement, early retirement
with the consent of the Company, termination of employment or consulting
services to enter public or military service with the consent of the Company or
leave of absence approved by the Company, or in the event of hardship or other
special circumstances, of an Optionee who holds an Option that is not
immediately and fully exercisable, the Board or the Committee or a Designated
Officer may take any action that it deems to be equitable under the
circumstances or in the best interest of the Company, including without
limitation waiving or modifying any limitation or requirement with respect to
any award under this Plan.

15.6 Binding Effect. The provisions of the Plan and the applicable
Incentive Agreements shall inure to the benefit of, and be binding upon, the
Company and its successors or assigns, and the Participants, their legal
representatives, their heirs or legacies and their permitted assignees.

15.7 Exchange Act Compliance. With respect to persons subject to Section 16
of the Exchange Act, transactions under this Plan are intended to comply with
all applicable conditions of Rule 16b-3 or its successors under the Exchange
Act. To the extent any provisions of the Plan or action by the Board or the
Committee or a Designated Officer fails to so comply, they shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Board or
the Committee or a Designated Officer.

15.8 Conditions upon Issuance of Shares.

(a) Shares shall not be issued pursuant to the exercise of an Option
unless the exercise of such Option and the issuance and delivery of such
Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, the British
Columbia Securities Act, applicable securities application in an other
jurisdiction, and the requirements of any stock exchange upon which the
Shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

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<PAGE>

(b) As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the
time of any such exercise that the Shares are being purchased or otherwise
acquired only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company such a
representation is required by any of the aforementioned relevant provisions
of law.

(c) Inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Share
hereunder, shall relieve the Company of any liability in respect of the
failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

15.9 Fractional Shares. The Company shall not be required to issue any
fractional Shares pursuant to this Plan. The Board or the Committee or a
Designated Officer may provide for the elimination of fractions or for the
settlement thereof in cash.

15.10 Reservation of Shares. The Company will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

15.11 Indemnification. In addition to such other rights of indemnification
as they may have as members of the Board, the members of the Board and of the
Committee and any Designated Officer shall be indemnified by the Company against
all costs and expenses reasonably incurred by them in connection with any
action, suit or proceeding to which they or any of them may be party by reason
of any action taken or failure to act under or in connection with the Plan or
any Option, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Company) or paid by them in satisfaction of a judgment in any such action, suit
or proceeding, except a judgment based upon a finding of bad faith; provided
that upon the institution of any such action, suit or proceeding a Board member
or Committee member or a Designated Officer shall, in writing, give the Company
notice thereof and an opportunity, at its own expense, to handle and defend the
same before such Board member or Committee member or a Designated Officer
undertakes to handle and defend it on his own behalf.

15.12 Gender. For purposes of this Plan, words used in the masculine gender
shall include the feminine and neuter, and the singular shall include the plural
and vice versa, as appropriate.

15.13 Use of Proceeds. Any cash proceeds received by the Company from the
sale of Shares under the Plan shall be used for general corporate purposes.

15.14 Regulatory Approvals.

(a) The implementation of the Plan, the granting of any awards under
the Plan and the issuance of any Shares shall be subject to the Company's
procurement of all approvals and permits required by regulatory authorities
having jurisdiction over the Plan, the awards granted under it and the
Shares issued pursuant to it.

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(b) No Shares or other assets shall be issued or delivered under this
Plan unless and until there shall have been compliance with all applicable
requirements of federal, provincial and applicable foreign securities laws,

15.15 Other Tax Matters. Reference herein to the Code and any described tax
consequences related to the Plan or the granting or exercise of an award
hereunder pertain only to those persons (including the Company) subject to the
tax laws of the United States of America and Canada or any state, province or
territory thereof.