PLANET411 COM INC
SENIOR OFFICERS STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>d25892_ex10.txt
<DESCRIPTION>SENIOR OFFICERS STOCK OPTION PLAN
<TEXT>

                               PLANET411.com Inc.

                     2001 SENIOR OFFICERS STOCK OPTION PLAN

1. PURPOSE OF PLAN

     The purpose of this 2001 Senior  Officers Stock Option Plan (the "Plan") is
to assist  Planet411.com  Inc. (the  "Company")  in the continued  employment or
service of key Senior Officers by offering them a greater stake in the Company's
success  and a  closer  identity  with  the  Company,  and to aid in  attracting
individuals  whose  appointment  as a Senior  Officer  would be  helpful  to the
Company and would contribute to its success.

2. DEFINITIONS

     (a)  "Board" means the board of directors of the Company.

     (b)  "Code" means the Internal Revenue Code of 1986, as amended.

     (c)  "Committee" means the committee described in Paragraph 5.

     (d)  "Date of Grant" means the date on which an Option is granted.

     (e)  "Exercise  Price" means the price per Share that an Optionee  must pay
          in order to exercise an Option.

     (f)  "Option" means any stock option granted under the Plan.

     (g)  "Option Agreement" shall have the meaning set forth in Paragraph 7.

     (h)  "Optionee" means a person to whom an Option has been granted under the
          Plan,  which  Option  has not been  exercised  and has not  expired or
          terminated.

     (i)  "Senior Officer" means any of the Chairman,  Chief Executive  Officer,
          President,  Chief Financial  Officer or Chief Operating Officer of the
          Company.

     (j)  "Shares" means shares of common stock,  par value $0.001 per share, of
          the Company.

     (k)  "Value"  means on any given date,  the closing  price of the Shares as
          reported by NASDAQ or the OTC Bulletin  Board,  as  applicable,  or if
          listed on a national exchange, the closing price of the Shares on such
          exchange  on such date,  or, if not so  reported  or listed,  the fair
          market value of the Shares as determined by the Company in good faith.

3. RIGHTS TO BE GRANTED

     Rights that may be granted  under the Plan are, for all U.S. tax  purposes,
Non-Qualified  Options  that give the  Optionee  the right for a specified  time
period to purchase a specified  number

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of Shares at an Exercise Price  determined by the Board of Directors at the time
of the grant thereof.

4. STOCK SUBJECT TO PLAN

     The  maximum  number  of  Shares  that  may be  issued  under  the  Plan is
10,000,000 Shares, subject to adjustment pursuant to the provisions of Paragraph
9. If an Option  terminates  without  having been exercised in whole or part, no
other Options may be granted  covering the Shares as to which the Option was not
exercised.

5. ADMINISTRATION OF PLAN

     (a)  The Plan shall be  administered,  and the grant of Options  under this
          Plan shall be approved, by the Board, or if the Board by resolution so
          decides,   by  a  stock  option  committee   consisting  of  directors
          designated by the Board (the "Committee"),  the members of which shall
          be  appointed  by and serve on such  Committee  at the pleasure of the
          Board.

     (b)  To the extent required for transactions  under the Plan to qualify for
          exemptions  available  under  Rule  16b-3  promulgated  under the U.S.
          Securities  Act of 1933, as amended  ("Rule  16b-3"),  the Board shall
          delegate  its  authority  to the  Committee  and  each  member  of the
          Committee will be a "disinterested  person" within the meaning of Rule
          16b-3.  To the extent  required  for  compensation  realized  from the
          exercise  of options  issued  under the Plan to be  deductible  by the
          Company  pursuant to Section  162(m) of the Code,  the members of said
          Committee  will be "outside  directors"  within the meaning of Section
          162(m) of the Code.

6. GRANTING OF OPTIONS

     (a)  Subject  to  Paragraph  7 hereof,  from time to time the  Company  may
          designate:  the Senior  Officers of the Company to whom Options may be
          granted;  the  number of Shares  covered by an  Option;  the  relevant
          Exercise Price of an Option;  the vesting provisions of an Option; and
          the term of an Option.

     (b)  Any Option granted under the Plan shall be subject to the  requirement
          that, if at any time counsel to the Company shall  determine  that the
          listing,  registration or  qualification of the Shares subject to such
          Option upon any securities exchange or other self-regulatory entity or
          under any law or  regulation  of any  jurisdiction,  or the consent or
          approval of any securities exchange,  other self-regulatory  entity or
          governmental or regulatory body, is necessary as a condition of, or in
          connection  with, the grant or exercise of such option or the issuance
          or purchase of Shares  thereunder,  such Option may not be accepted or
          exercised in whole or in part unless such  deficiency  shall have been
          resolved to the  satisfaction of the Company and its counsel.  Nothing
          herein  shall be deemed to require the Company to take any  particular
          remedial or corrective measure.

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                                     - 3 -

     (c)  Any director of the Company who is a U.S. Optionee shall be ineligible
          to vote upon the granting of an Option to himself.

7. OPTION AGREEMENTS AND TERMS

     Each Option shall be granted and shall expire (whether or not exercised) on
or prior to the Expiration  Date (as defined in Paragraph 15). Each Option shall
be  evidenced  by an option  agreement  that shall be  executed on behalf of the
Company  and,  if so  requested  by the Company at its sole  discretion,  by the
respective Optionee ("Option Agreement"), in such form not inconsistent with the
Plan as the Board may from time to time determine,  provided that terms required
by this  Paragraph  7 shall  be  included  therein.  The  terms  of each  Option
Agreement shall be consistent with the following:

     (a)  Exercise  Price.  The Exercise  Price per Share shall not be less than
          eighty  five  percent  (85%) of the Value of such Share on the Date of
          Grant.

     (b)  Restriction on  Transferability.  No Option granted hereunder shall be
          pledged,  hypothecated,  charged,  transferred,  assigned or otherwise
          encumbered or disposed of by the Optionee,  whether  voluntarily or by
          operation  of law,  otherwise  than by will or the laws of descent and
          distribution,  and any  attempt to do so will cause such  Option to be
          null and void without any further  action by the  Company.  During the
          lifetime of the Optionee,  an Option shall be exercisable  only by him
          and upon the death of an Optionee, the person to whom the rights shall
          have  passed by will or by the laws of descent  and  distribution  may
          exercise any Option in  accordance  with the  provisions  of Paragraph
          7(e).

     (c)  Payment.  Full  payment for Shares  purchased  upon the exercise of an
          Option shall be made in cash or by wire transfer (at the option of the
          Optionee),  certified check,  cashier's check or personal check.  Upon
          the exercise of an Option, the Company shall have the right to require
          the  Optionee to remit to the  Company,  in cash or by wire  transfer,
          certified  check,   cashier's  check  or  personal  check,  an  amount
          sufficient to satisfy all U.S. and Canadian federal, state, provincial
          and local  withholding tax  requirements  prior to the delivery by the
          Company of any  certificate  for  Shares.  For greater  certainty,  no
          Option may be exercised or payment for Shares made through a "cashless
          exercise."

     (d)  Issuance of Certificates.  Upon an Optionee's payment of the aggregate
          Exercise Price therefor,  a certificate for the appropriate  number of
          Shares shall be delivered to such  Optionee by the Company.  If listed
          on a national  securities  exchange,  or reported on NASDAQ or the OTC
          Bulletin  Board,  the Company  shall not be  obligated  to deliver any
          certificates  for Shares until (A)(i) such Shares have been listed (or
          authorized  for listing  upon  official  notice of  issuance)  on each
          securities exchange upon which outstanding Shares of such class at the
          time are  listed  or (ii) if such  outstanding  Shares

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                                     - 4 -


          are quoted on NASDAQ or the OTC Bulletin Board,  such Shares have been
          approved for quotation  thereon and (B) there has been compliance with
          such laws or  regulations  as the  Company  may deem  applicable.  The
          Company  shall use  commercially  reasonable  efforts  to effect  such
          listing or reporting and compliance as promptly as practical.

     (e)  Periods of Exercise  of Options.  An Option  shall be  exercisable  in
          whole  or in  part  for  such  time  as may be  stated  in the  Option
          Agreement, provided that:

          (i)  no Option may be exercisable after the Expiration Date; and

          (ii) if an Optionee  ceases to be employed by, or ceases to serve as a
               Senior Officer of the Company,  any Option or unexercised portion
               thereof  shall  not be  exercisable  by such  Optionee  after six
               months from the earlier of the date that the  Optionee  ceases to
               (A) be  employed  by,  or (B)  serve as a Senior  Officer  of the
               Company;

     (f)  Date of Exercise.  The date of exercise of an Option shall be the date
          on which written notice of exercise is hand delivered or telecopied to
          the Company,  attention:  Secretary,  and full payment received by the
          Company for the Shares to be issued upon such exercise as set forth in
          Paragraph  7(c). If required by the Board or Committee by notification
          to the  Optionee at the time of granting of the Option,  it shall be a
          condition  of such  exercise  that the Optionee  represent  that he is
          purchasing  the  Shares  in  respect  of  which  the  Option  is being
          exercised  for  investment  only  and  not  with a view to  resale  or
          distribution or otherwise qualifies for an exemption from registration
          under all applicable securities laws.

     (g)  No Relation  Between Options granted under Other Company Benefit Plans
          and Options granted under the Plan. It is the Company's intention that
          the grant,  exercise,  termination or expiration of any Option granted
          to an Optionee  shall have no effect upon any other option  granted to
          (and held by) such Optionee.

8. RIGHTS AS A STOCKHOLDER

     The Optionee (or his personal  representatives  or legatees)  shall have no
rights  whatsoever  as a  stockholder  in respect  of any Shares  covered by his
option until the date of issuance of a share certificate to him (or his personal
representatives  or legatees)  for such Shares.  Without in any way limiting the
generality of the foregoing,  no adjustment shall be made for dividends or other
rights  (subject to  Paragraph 9) for which the record date is prior to the date
such share certificate is issued.

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                                     - 5 -

9. CHANGES IN CAPITALIZATION

     In  the  event  of  a  stock  dividend,   stock  split,   recapitalization,
combination,  subdivision,  issuance  of  rights to all  stockholders,  or other
similar  corporate  change,  the  aggregate  number of Shares that may be issued
under the Plan shall be adjusted,  and the number of Shares  subject to, and the
Exercise Price of, each then-outstanding  Option shall also be adjusted so as to
cause to the greatest  extent  possible  each  Optionee to retain  substantially
equivalent  rights with respect to the  Company's  equity as he had  immediately
prior to such event.

10. MERGERS, DISPOSITIONS AND CERTAIN OTHER TRANSACTIONS

     If during the term of any issued and unexercised Options, the Company shall
be merged into or consolidated with or otherwise combined with another person or
entity,  or  substantially  all of the  property  of the  Company is acquired by
another  person or entity,  or there is a divisive  reorganization,  spin-off or
liquidation or partial liquidation of the Company, the Company shall take either
of the following courses of action with regard to the Options then outstanding:

     (a)  The  Company  may provide in any  agreement  with  respect to any such
          merger, consolidation,  combination or acquisition that the surviving,
          new or  acquiring  company  shall grant  Options to the  Optionees  to
          acquire  shares in such entity with respect to which the excess of the
          fair market value of the shares of such corporation  immediately after
          the  consummation  of  such  merger,  consolidation,   combination  or
          acquisition  over the  Exercise  Price  shall not be greater  than the
          excess  of the  Value of the  Shares  over the  Exercise  Price of the
          Options   immediately  prior  to  the  consummation  of  such  merger,
          consolidation, combination or acquisition; or

     (b)  If the Board shall determine that such action is reasonable  under the
          circumstances,  it may give each Optionee the right, immediately prior
          to  the  consummation  of  such  merger,  consolidation,  combination,
          acquisition, divisive reorganization, spin-off, liquidation or partial
          liquidation,  to  exercise  his  Options in whole or in part,  without
          regard to any restrictions on the time of exercise  otherwise  imposed
          pursuant  to  Paragraph  7(e) of the Plan,  or the Board may take such
          other  action  as it  shall  determine  to  be  reasonable  under  the
          circumstances  in order to permit  Optionees  to realize  the value of
          rights granted to them under the Plan.

11. PLAN NOT TO AFFECT EMPLOYMENT

     Neither the Plan nor any Option  granted  thereunder  shall confer upon any
Senior Officer (in his capacity as such or as an employee) any right to continue
in any capacity with the Company.

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12. INTERPRETATION

     The Board or the  Committee  shall have the power to interpret the Plan and
to adopt,  amend  and  rescind  rules  for  putting  the Plan  into  effect  and
administering   it.  The   administration,   interpretation,   construction  and
application  of the Plan and any  provisions  thereof  made by the  Board or the
Committee  shall be final and binding on all  Optionees and on any other persons
eligible under the provisions of the Plan to  participate  herein.  No member of
the  Board  or  Committee  shall  be  liable  for any  action  taken  or for any
determination  made  in  good  faith  in  connection  with  the  administration,
interpretation, construction or application of the Plan. It is intended that the
Options shall constitute property subject to U.S. Federal income tax at exercise
pursuant to the  provisions  of Section 83 of the Code,  and that the Plan shall
qualify for the exemption available under Rule 16b-3. The provisions of the Plan
shall be interpreted and applied insofar as possible to carry out such intent.

13. AMENDMENT OR DISCONTINUANCE OF THE PLAN

     The Board may,  subject to regulatory  approval,  amend or discontinue  the
Plan at any time, provided,  however,  that no such amendment may materially and
adversely affect any option rights  previously  granted to an Optionee under the
Plan  without the  consent of the  Optionee  or other  person  then  entitled to
exercise  such  Option,  except  to  the  extent  required  by  law  or  by  the
regulations,  rules,  by-laws or policies of any  regulatory  authority or stock
exchange.

14. SECURITIES LAWS

     The Company  shall have the power to make each grant under the Plan subject
to such  conditions as it deems necessary or appropriate to comply with the then
existing rules and regulations of the Securities and Exchange  Commission or any
other applicable securities commission.

15. EFFECTIVE DATE AND TERM OF PLAN

     The Plan shall be  effective  as of January 1,  2001,  and,  unless  sooner
terminated by the Board, shall expire on December 31, 2010 ("Expiration Date").

16. GOVERNING LAW

     The Plan  and all  matters  to  which  reference  is made  herein  shall be
governed  by and  interpreted  in  accordance  with the laws of the  Province of
Quebec,  provided that,  notwithstanding such choice of law, the federal laws of
the United States and the General Corporation Law of the State of Delaware shall
be applicable  herein to the extent  specified or to the extent  compliance with
such laws is mandatory.
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