STOCK OPTION PLAN

Exhibit 4.01

THE HUTCHISON AVENUE SOFTWARE CORPORATION

STOCK OPTION PLAN


1. PURPOSE. The purpose of the Plan is to provide incentives to retain
and motivate eligible persons whose present and potential contributions are
important to the success of the Company (or any Parent, Subsidiary or Affiliate
of the Company), by offering those persons an opportunity to participate in the
Company's future performance through awards of Options. Capitalized terms are
defined in Section 19 if they are not otherwise defined in other sections of the
Plan.

2. SHARES SUBJECT TO THE PLAN.

2.1 Number of Shares Available. Subject to Sections 2.2 and 14,
the total number of Shares reserved and available for grant and issuance
pursuant to Options under the Plan shall be _______ Shares. At all times the
Company will reserve and keep available a sufficient number of Shares to satisfy
the requirements of all outstanding Options granted under the Plan.

2.2 Adjustment of Shares. If the number of outstanding Shares is
changed by a stock dividend, recapitalization, stock split, reverse stock split,
subdivision, combination, reclassification or similar change in the capital
structure of the Company, without consideration, then (a) the number of Shares
reserved for issuance under the Plan and (b) the Exercise Prices of and number
of Shares subject to outstanding Options, will be proportionately adjusted,
subject to any required action by the stockholders of the Company and compliance
with applicable securities laws; provided that fractions of a Share will not be
issued but will either be paid in cash at Fair Market Value, or will be rounded
up to the nearest Share, as determined by the Committee.

3. ELIGIBILITY. Options may be granted to employees, officers,
consultants, independent contractors and advisors of the Company or any Parent,
Subsidiary or Affiliate of the Company. Only consultants, contractors and
advisors that render bona fide services not in connection with the offer and
sale of securities in a capital-raising transaction may be granted Options under
the Plan. A person may be granted more than one Option under the Plan.

4. ADMINISTRATION.

4.1 Committee Authority. The Plan shall be administered by the
Committee. Subject to the terms and conditions of the Plan, the Committee will
have full power to implement and carry out the Plan. Without limiting the
previous sentence, provided that no amendment which is detrimental to a
Participant may be made to any outstanding Option without the consent of the
Participant, the Committee will have the authority to:

(a) construe and interpret the Plan, any Stock Option Agreement and
any other agreement or document executed pursuant to the Plan;

(b) determining the forms and agreements used in connection with the
Plan;

(c) select persons to receive Options;

(d) determine the terms of Options;

(e) determine the number of Shares subject to Options;

(f) determine whether Options will be granted singly, in
combination, or in tandem with, in replacement of, or as
alternatives to, other Options under the Plan or any other
incentive or compensation plan of the Company or any Parent,
Subsidiary or Affiliate of the Company;

(g) grant waivers of Plan or Option conditions;


(h) determine the vesting and exercisability of Options;

(i) correct any defect, supply any omission, or reconcile any
inconsistency in the Plan, any Option or any Stock Option
Agreement; or

(j) make all other determinations necessary or advisable for the
administration of the Plan.

5. OPTIONS. The Committee may grant Options to eligible persons and will
determine (a) the number of Shares subject to the Option, (b) the Exercise Price
of the Option, (c) the period during which the Option may be exercised, and (d)
all other terms and conditions of the Option, subject to the following:

5.1 Form of Option Grant. Each Option granted under the Plan will
be evidenced by a Stock Option Agreement. The Stock Option Agreement will be
substantially in a form (which need not be the same for each Participant) that
the Committee has from time to time approved, and will comply with and be
subject to the terms and conditions of the Plan.

5.2 Date of Grant. The date of grant of an Option will be the
date set out in the Stock Option Agreement. The Stock Option Agreement and the
Plan will be delivered to the Participant within a reasonable time after the
Option is granted. The Plan and any other required documents may delivered in
any manner (including electronic distribution or posting) that meets applicable
legal requirements.

5.3 Exercise Period and Expiration Date. Options will be
exercisable within the times set forth in the Stock Option Agreement, subject to
the provisions of Section 5.5, and subject to Company policies established by
the Committee from time to time with respect to vesting during leaves of
absences. The Stock Option Agreement shall set forth the last date that the
Option may be exercised (the "EXPIRATION DATE").

5.4 Exercise Price. The Exercise Price of an Option will be
determined by the Committee and set out in the Stock Option Agreement when the
Option is granted and may be less than the Fair Market Value of the Shares
subject to the Option at the date of grant. Payment for the Shares purchased
upon the exercise of an Option must be made in accordance with Section 6 of the
Plan and the Stock Option Agreement.

5.5 Termination.

(a) Vesting. Any Option granted to a Participant will cease to vest on
the Participant's Termination Date, unless the Participant is Terminated for:
(i) "total disability" (as defined in this Section 5.5(a)); (ii) death (or his
or her death occurs within three months of Termination for reasons other than
Cause); or (iii) reasons other than Cause. Options granted to a Participant who
is an employee will vest as to 100%, if the Participant is Terminated due to
"total disability" or death (or his or her death occurs within three months of
Termination for reasons other than Cause). For purposes of this Section 5.5(a)
"total disability" shall mean: (A) (1) for so long as such definition is used
for purposes of the Company's group life insurance and accidental death and
dismemberment plan or group long term disability plan, that the Participant is
unable to perform each of the material duties of any gainful occupation for
which the Participant is or becomes reasonably fitted by training, education or
experience and which total disability is in fact preventing the Participant from
engaging in any employment or occupation for wage or profit; or, (2) if such
definition has changed, such other definition of "total disability" as
determined under the Company's group life insurance and accidental death and
dismemberment plan or group long term disability plan; and (B) the Company shall
have received from the Participant's primary physician a certification that the
Participant's total disability is likely to be permanent. In the event a
Participant is Terminated by the Company, or any Subsidiary, Parent or Affiliate
of the Company, for reasons other than Cause, fifty percent (50%) of each Option
granted to such Participant that has not yet vested on the date that the
Participant is Terminated shall immediately vest and the remaining unvested
portion of each such Option shall automatically expire and terminate.

(b) Post-Termination Exercise Period. Following a Participant's
Termination, the Participant's Option may be exercised to the extent vested,
subject to Section 5.5(a):

(i) no later than 90 days after the Termination Date if a
Participant is Terminated for any reason except death or
Disability, unless a longer time period, not exceeding
five years, is specifically


2

set forth in the Participant's Stock Option Agreement;
provided that no Option may be exercised after the
Expiration Date of the Option; or

(ii) no later than (A) twelve months after the Termination
Date in the case of Termination due to Disability or (B)
eighteen months after the Termination Date in the case
of Termination due to death or if a Participant dies
within three months of the Termination Date, unless a
longer time period, not exceeding five years, is
specifically set forth in the Participant's Stock Option
Agreement; provided that no Option may be exercised
after the Expiration Date of the Option.

5.6 Limitations on Exercise. The Committee may specify a
reasonable minimum number of Options that may be exercised at any time.

5.7 Modification, Extension or Renewal. The Committee may modify,
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor; provided that any such action may not, without the
written consent of Participant, impair any of Participant's rights under any
Option previously granted. The Committee may reduce the Exercise Price of
outstanding Options without the consent of Participants affected, by a written
notice to them.

6. PAYMENT FOR SHARE PURCHASES.

6.1 Payment. Payment for Shares purchased pursuant to the
exercise of an Option may be made by any of the following methods (or any
combination of such methods) that are described in the applicable Stock Option
Agreement and that are permitted by law:

(a) in cash (by check);

(b) by cancellation of indebtedness of the Company to the
Participant;

(c) by waiver of compensation due or accrued to Participant for
services rendered;

(d) provided that a public market for the Company's stock exists:

(1) through a "same day sale" commitment from the Participant
and a broker-dealer that is a member of the National
Association of Securities Dealers (an "NASD DEALER")
whereby the Participant irrevocably elects to exercise the
Option and to sell a portion of the Shares so purchased to
pay for the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward
the Exercise Price directly to the Company; or

(2) through a "margin" commitment from the Participant and an
NASD Dealer whereby the Participant irrevocably elects to
exercise the Option and to pledge the Shares so purchased
to the NASD Dealer in a margin account as security for a
loan from the NASD Dealer in the amount of the Exercise
Price, and whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the Exercise Price
directly to the Company; or

(e) by any combination of the foregoing.

6.2 Loan Guarantees. The Committee may, in its sole discretion,
help a Participant pay for Shares purchased under the Plan by authorizing a
guarantee by the Company of a third-party loan to the Participant.

6.3 Issuance of Shares. Upon payment of the applicable Exercise
Price (or a commitment for payment from the NASD Dealer designated by the
Participant in the case of an exercise by means of a "same day sale" or "margin"
commitment) and compliance with other conditions and procedures established by
the Company for the purchase of shares, the Company shall issue the Shares
registered in the name of Participant (or in the name of the NASD Dealer
designated by the Participant in the case of an exercise by means of a "same day
sale" or "margin" commitment) and shall deliver certificates representing the
Shares (in physical or electronic, as appropriate). The Shares may be subject to
legends or other restrictions as necessary to comply with Section 11 of the
Plan.

3

7. WITHHOLDING TAXES. Whenever Shares are to be issued in satisfaction
of Options granted under this Plan, the Company may require the Participant to
remit to the Company an amount sufficient to satisfy any withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. Whenever, under this Plan, payments in satisfaction of Options are to be
made in cash, such payment will be net of an amount sufficient to satisfy
withholding tax requirements.

8. PRIVILEGES OF STOCK OWNERSHIP. No Participant will have any rights as
a stockholder of the Company with respect to any Shares until the Shares are
issued to the Participant. After Shares are issued to the Participant, the
Participant will be a stockholder and have all the rights of a stockholder with
respect to the Shares.

9. TRANSFERABILITY. Options granted under the Plan, and any interest
therein, shall not be transferable or assignable by the Participant, and may not
be made subject to execution, attachment or similar process, otherwise than by
will or by the laws of descent and distribution or as consistent with the Plan
and specific Stock Option Agreement provisions relating thereto. During the
lifetime of the Participant an Option shall be exercisable only by the
Participant, and any elections with respect to an Option may be made only by the
Participant.

10. CERTIFICATES. All certificates for Shares or other securities
delivered under the Plan (whether in physical or electronic form, as
appropriate) will be subject to stock transfer orders, legends and other
restrictions that the Committee deems necessary or advisable, including without
limitation restrictions under any applicable securities law, or any rules,
regulations and other requirements of the regulatory authorities or any stock
exchanges or automated quotation system on which the Shares may be listed.

11. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Option shall not
be effective unless the Option is in compliance with all applicable state,
provincial, federal and foreign securities laws, rules and regulations of any
governmental body, and the requirements of any stock exchange or automated
quotation system on which the Shares may then be listed, as they are in effect
on the date of grant of the Option and also on the date of exercise or other
issuance. Notwithstanding any other provision in the Plan, the Company shall
have no obligation to issue or deliver certificates for Shares under the Plan
prior to (a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable, and/or (b) completion of any registration
or other qualification of such shares under any state, federal or foreign law or
ruling of any governmental body that the Company determines to be necessary or
advisable. The Company shall be under no obligation to register the Shares with
any securities regulatory authority or to effect compliance with the
registration, qualification or listing requirements of any state, provincial,
federal or foreign securities laws, stock exchange or automated quotation
system, and the Company shall have no liability for any inability or failure to
do so.

12. NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Option granted
under the Plan shall confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent, Subsidiary or Affiliate of the Company or limit in any
way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate Participant's employment or other relationship at any time,
with or without Cause.

13. EXCHANGE AND BUYOUT OF OPTIONS. The Committee may, at any time or
from time to time, authorize the Company, with the consent of the respective
Participants, to issue new Options in the Company or in any Parent or Affiliate
in exchange for the surrender and cancellation of any or all outstanding
Options. The Committee may at any time buy from a Participant an Option
previously granted with payment in cash, Shares or other consideration, based on
such terms and conditions as the Committee and the Participant shall agree.

14. CORPORATE TRANSACTIONS.

14.1 Assumption of Options by Acquirer or Acquirer's Parent. In
the event that all of the outstanding share capital of the Company is acquired
by another legal entity, the acquiring legal entity or its Parent may assume the
Options granted under this Plan. Upon assumption of an Option, the Participant
shall have no further rights to purchase Shares of the Company pursuant to such
Option and the Participant shall instead acquire rights to purchase shares of
the acquiring legal entity or its Parent subject to the same terms as the Option
outstanding immediately prior to the assumption, except that the number of
shares and Exercise Price may be adjusted pursuant to the terms of the agreement
for the acquisition of all of the outstanding share capital of the Company. It
is intended that the disposition by the Participant of



4

his or her rights to purchase Shares of the Company under the Option and the
acquisition by such Participant of such rights to purchase shares in the
acquiring legal entity or its Parent shall meet the requirements of Subsection
7(1.4) of the Income Tax Act (Canada) and any corresponding provision of any
relevant provincial legislation.

14.2 Assumption or Replacement of Options in a Corporate
Transaction. In the event of (a) a merger or consolidation in which the Company
is not the surviving corporation (other than a merger or consolidation with a
wholly-owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in
the stockholders of the Company and the Options granted under the Plan are
assumed or replaced by the successor corporation, which assumption shall be
binding on all Participants), (b) a dissolution or liquidation of the Company,
(c) the sale of substantially all of the assets of the Company, or (d) a merger
or consolidation in which the Company is the surviving corporation wherein the
stockholders of the Company give up all of their equity interest in the Company
(collectively, a "CORPORATE TRANSACTION"), any or all outstanding Options may be
assumed by or replaced with equivalent options by the successor corporation,
which assumption or replacement shall be binding on all Participants. In the
alternative, the successor corporation may substitute equivalent Options or
provide substantially similar consideration to Participants as was provided to
stockholders (after taking into account the existing provisions of the Options).
In the event such successor corporation, if any, refuses to assume or replace
the Options, as provided above, pursuant to a Corporate Transaction, such
Options shall expire in connection with the Corporate Transaction at such time
and on such conditions as the Board shall determine. For purposes of this
Section 14.2, "Company" shall mean the issuer of the securities for which the
Options are exercisable immediately prior to the Corporate Transaction.

14.3 Other Treatment of Options. Subject to any greater rights
granted to Participants under Section 14.2, in the event of the occurrence of a
Corporate Transaction, any outstanding Options shall be treated as provided in
the applicable agreement or plan of merger, consolidation, dissolution,
liquidation or sale of assets.

15. ADOPTION. The Plan is effective on the date that it is adopted by
the Board (the "EFFECTIVE DATE").

16. TERM OF PLAN. The Plan will terminate ten years from the Effective
Date.

17. NONEXCLUSIVITY OF THE PLAN; UNFUNDED PLAN. Neither the adoption of
the Plan by the Board nor any provision of the Plan shall be construed as
creating any limitations on the power of the Board to adopt such additional
compensation arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under the Plan, and
such arrangements may be either generally applicable or applicable only in
specific cases. The Plan shall be unfunded. Neither the Company nor the Board
shall be required to segregate any assets that may at any time be represented by
Options made pursuant to the Plan. Neither the Company, the Committee, nor the
Board shall be deemed to be a trustee of any amounts to be paid under the Plan.

18. ENUREMENT. This Plan shall be binding on and enure to the benefit of
the Company's legal successors and permitted assigns.

19. DEFINITIONS. As used in the Plan, the following terms shall have the
following meanings:

(a) "AFFILIATE" means any corporation that directly, or indirectly
through one or more intermediaries, controls or is controlled by,
or is under common control with, another corporation, where
"control" (including the terms "controlled by" and "under common
control with") means the possession, direct or indirect, of the
power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting
securities, by contract or otherwise.

(b) "BOARD" means the Board of Directors of the Company.

(c) "CAUSE" shall, in addition to such meaning as shall have been or
shall hereafter be ascribed to such term or similar terms from
time to time by the jurisprudence or law, a serious reason,
mean: (i) a willful failure or refusal by the Participant to
perform his or her customary duties or services for the Company,
or any Parent, Subsidiary or Affiliate of the Company, without
lawful justification; (ii) the Participant's conviction for a
criminal act or other offense pursuant to the provisions of the
Criminal Code of Canada or any other criminal or penal statute
of any jurisdiction which the Company, or any Parent, Subsidiary
or Affiliate of the Company, reasonably determines may have an
adverse effect upon the reputation or



5

good will of the Company, or any Parent, Subsidiary or Affiliate
of the Company, or on the performance of the Participant's
duties; (iii) a breach by the Participant of, or his or her
failure or refusal to perform, in any material respect, any of
his or her obligations under any employment agreement, employee
invention and confidentiality agreement or such other material
written agreement between Participant and the Company, or any
Parent, Subsidiary or Affiliate of the Company; (iv)
Participant's deficient job performance provided Participant
fails to cure such deficiency in all material respects within a
reasonable period of time, but no later than thirty (30) days
after receipt of notice; (v) Participant's violation of any
published employment policy or practice of the Company provided
he or she fails to adhere to such policy/practice within a
reasonable period of time, but no later than thirty (30) days,
after receipt of notice; or (vi) gross negligence or willful
misconduct or fraud by the Participant in the performance of his
or her duties.

(d) "COMMITTEE" means the committee appointed by the Board to
administer the Plan. If no Committee is appointed, the Board
shall act as the Committee.

(e) "COMPANY" means The Hutchison Avenue Software Corporation or any
successor corporation or other successor entity.

(f) "DISABILITY" means a disability which is total and permanent as
determined by the Committee.

(g) "EXERCISE PRICE" means the price at which a Participant who holds
an Option may purchase the Shares issuable upon exercise of the
Option.

(h) "FAIR MARKET VALUE" means, as of any date, the value of a share
of the Company's Common Stock determined by the Board of
Directors of the Company in good faith.

(i) "OPTION" means an award of an option to purchase Shares pursuant
to Section 5 of the Plan.

(j) "PARENT" means any legal entity (other than the Company) in an
unbroken chain of legal entities ending with the Company, if at
the time of the granting of an Option under the Plan, each of
such legal entities other than the Company owns stock possessing
50% or more of the total combined voting power of all classes of
stock in one of the other legal entities in such chain.

(k) "PARTICIPANT" means a person who receives an Option under the
Plan.

(l) "PLAN" means The Hutchison Avenue Software Corporation Stock
Option Plan, as amended from time to time.

(m) "SHARES" means shares of the Company's Common Stock, and, upon
the assumption of the Options by any successor legal entity or
its Parent in the circumstances described in Sections 14.1 or
14.2, the common shares or shares of common stock of such
successor legal entity or Parent, reserved for issuance under the
Plan, as adjusted pursuant to Sections 2.2 and 14.

(n) "STOCK OPTION AGREEMENT" means the form of Stock Option Plan
Grant Agreement attached hereto as Exhibit "A", an agreement
evidencing the award of an Option.

(o) "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at
the time of granting of the Option, each of the corporations
other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

(p) "TERMINATION" or "TERMINATED" means, for purposes of the Plan
with respect to a Participant, that the Participant has ceased
to provide services as an employee, consultant, independent
contractor or advisor, to the Company or a Parent, Subsidiary or
Affiliate of the Company; provided that a Participant shall not
be deemed to be Terminated if the Participant is on a leave of
absence approved by the Committee or by an officer of the
Company designated by the Committee; and provided further, that
during any approved leave of absence, vesting of Options shall
be suspended or continue in accordance with guidelines
established from time to time by the Committee. The effective
date on which a Participant ceases to provide services is
referred to throughout this Plan as the "TERMINATION DATE".

6