U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington D.C. 20549

                      ---------------------
                             FORM S-8
                      ---------------------

                REGISTRATION STATEMENT UNDER THE
                     SECURITIES ACT OF 1933

                     ---------------------

                 ICEBERG CORPORATION OF AMERICA
         (Name of Small Business Issuer in its charter)


Nevada                                                Applied For
(State or other jurisdiction of                  (I.R.S. Employer
Incorporation or organization)                Identification No.)


     P.O. Box 8251, St. John's, Newfoundland, Canada A1B 3N4
             (Address of principal executive offices)

                          (709) 739-5731
                   (Issuer's telephone number)


                        STOCK OPTION PLAN
                     (Full Title of the Plan)



             (Name and Address of Agent For Service)

                      CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
Title of Each                 Proposed       Proposed
Class Of                      Maximum        Maximum
Securities     Amount         Offering       Aggregate      Amount of
To Be          To Be          Price          Offering       Registration
Registered     Registered(1)  Per Unit(2)    Price          Fee(3)
--------------------------------------------------------------------------
$0.0001 par    930,000        $0.625         $581,250       $153.45
value common
voting stock


     (1)  This Registration Statement also covers such additional
          number of shares, presently undeterminable, as may
          become issuable under the Plan in the event of stock
          dividends, stock splits, recapitalizations or other
          changes in the Common Stock.  The shares subject to
          this Registration Statement reflect the shares issuable
          pursuant to the Stock Option Plan all of which may be
          reoffered in accordance with the provisions of Form
          S-8.

     (2)  Varied, but not less than the fair market value on the
          date that the options were or are granted.  Pursuant to
          Rule 457(g), the proposed maximum offering price per
          share and proposed maximum aggregate offering price are
          based upon the average bid and asked prices of the
          Registrant's Common Stock on March 31, 2000.

     (3)  Calculated according to Rule 230.457(h) of the
          Securities and Exchange Commission, based upon the
          exercise price of the options covering the underlying
          common stock to be issued under the Plan.

<PAGE>

                              PART I


Item 1.   Plan Information

     a)  General Plan Information.

     Iceberg Corporation of America (the "Company") has
established a Stock Option Plan (the "Plan") for the benefit of
certain of its officers and key management personnel.  A copy of
the Plan is attached hereto and incorporated herein by reference.


Item 2.   Registrant Information and Employee Plan Annual
          Information.

     Copies of the Company's Stock Option Plan, Form 10-SB
Registration Statement, as amended, Form 10-QSB Quarterly Reports
and all Current Reports filed with the Securities and Exchange
Commission (the "Commission") during the past twelve months have
been provided to the Plan participants.  The Registrant also
undertakes to furnish, without charge, to any such participant or
person purchasing any of the securities registered hereby, copies
of all such documentation.  Information and documentation
requests should be directed to Lewis Stoyles, Chief Financial
Officer, at the address and telephone number appearing on the
cover page of this Registration Statement.  Additional
information may be reviewed at the Commission's website at
www.sec.gov, in the Edgar archives.


                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

     The following documents are incorporated herein by reference
and made a part hereof, to wit:

     (a)  The Registrant's Form 10-SB Registration Statement, as
          amended, initially filed with the Commission on or
          about November 12, 1999; and

     (b)  All other reports filed pursuant to Sections 13(a) or
          15(d) of the Securities Exchange Act of 1934 (the
          "Exchange Act") for the past twelve months.

     The financial statements and the related financial statement
schedules incorporated in this Registration Statements by
reference from the Company's Form 10-SB for the six months ended
June 30, 1999, for each of the years ended December 31, 1998 and
1997, and for the period from July 22, 1996 (inception) to June
30, 1999 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein
by reference, and have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in
accounting and auditing.

     All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and
made a part hereof from the date of the filing of such documents.


Item 4.   Description of Securities.

     The Company's authorized capital stock consists of
25,000,000 shares of Common Stock, par value $.0001 per share,
and five million (5,000,000) shares of Special Common Stock, par
value $.0001 per share.  At March 31, 2000, there were 5,085,085
Common Shares issued and outstanding and 4,506,106 Special Common
Shares issued and outstanding, for a total of 9,591,191 issued
and outstanding shares of the Company.

     All shares of the Company's Common Stock and Special Common
Stock have equal voting rights and, when validly issued and
outstanding, are entitled to one vote per share in all matters to
be voted upon by shareholders.

     The shares of Common Stock have no preemptive, subscription,
conversion or redemption rights and may be issued only as fully
paid and non-assessable shares.  Cumulative voting in the
election of directors is not permitted, which means that the
holders of a majority of the issued and outstanding shares of
Common Stock represented at any meeting at which a quorum is
present will be able to elect the entire Board of Directors if
they so choose and, in such event, the holders of the remaining
shares of Common Stock will not be able to elect any directors.
In the event of liquidation of the Company, each shareholder is
entitled to receive a proportionate share of the Company's assets
available for distribution to shareholders after the payment of
liabilities and after distribution in full of preferential
amounts, if any.  All shares of the Company's Common Stock issued
and outstanding are fully paid and non-assessable.  Holders of
the Common Stock are entitled to share pro rata in dividends and
distributions with respect to the Common Stock, as may be
declared by the Board of Directors out of funds legally available
therefor.

     The Special Common Stock shares of the Company are
convertible, at the option of the respective holders of the
shares thereof, at any time, and into fully paid, non-assessable
Common Stock shares of the Company, at the rate of one Common
Stock share for each one Special Common Stock share so
surrendered for conversion.  The Special Common Stock shares of
the Company carry the following additional rights:

     Dividend rights:  any dividends paid will be equivalent to
dividends paid on the common shares of Iceberg Corporation of
America Shares.

     Direct Voting Rights:  One vote per Special Common Stock
Share.

     Retraction/Redemption Rights:  The Special Common Stock
Shares are redeemable at the option of Icecap Equity Inc. and
retractable at the option of the holder upon delivery of one
Iceberg Corporation of America Share.

     Liquidation Entitlement:  Special Common Stock Share holders
are entitled to be paid, upon any liquidation of the assets of
Icecap Equity Inc. , an amount of money equivalent to the amount
that would be received per Iceberg Corporation of America Share
on a liquidation of Iceberg Corporation of America

     Anti-dilution:  The Special Common Stock Shares contain
anti-dilution provisions to keep such shares pari passu with any
changes involving Iceberg Corporation of America Shares, such as
reorganizations or stock splits.

     In addition to the foregoing, the Special Common Stock
Shares are subject to certain collateral contractual arrangements
as follows:

     Voting Rights in Iceberg Corporation of America:  Iceberg
Corporation of America will issue special voting shares to a
trustee (the "Iceberg Corporation of America Trust Shares").  The
terms of the trust shall be contained in a trust indenture which
will provide as follows: (i) the number of Iceberg Corporation of
America Trust Shares shall be equal to the number of Special
Common Stock Shares; (ii)  the voting rights of the Iceberg
Corporation of America Trust Shares shall be equal and equivalent
to the voting rights attached to the Iceberg Corporation of
America Shares; (iii) the trustee shall vote the Iceberg
Corporation of America Trust Shares as directed by the holders of
the Special Common Stock Shares; and (iv) as each Special Common
Stock Share is exchanged for an Iceberg Corporation of America
Share, the corresponding equivalent Iceberg Corporation of
America Trust Share shall be cancelled.

     Put Rights:  The holders of Special Common Stock Shares may
require those shares to be acquired by Iceberg Corporation of
America in exchange for an equal number of Iceberg Corporation of
America Shares.

     The Company shall at all times reserve and keep available
out of its authorized but non-issued common shares the full
number of Common Shares deliverable upon the conversion of all of
the then outstanding Special Common Shares, and shall take all
action and obtain all permits or orders that may be necessary to
enable the Company lawfully to issue common shares upon the
conversion of the Special Common Shares.


Item 5.   Interests of Named Experts and Counsel.

     Dieterich & Associates, the law firm that has prepared this
Registration Statement and an Opinion regarding the
authorization, issuance and fully-paid and non-assessable status
of the securities covered by this Registration Statement, owns no
shares of the Registrant's Common Stock and is not deemed to be
an affiliate of the Registrant or a person or entity associated
with an affiliate of the Registrant.  See Item 8, below.


Item 6.   Indemnification of Directors and Officers.

     Except for acts or omissions which involve intentional
misconduct, fraud or known violation of law or for the payment of
dividends in violation of Nevada Revised Statutes, there shall be
no personal liability of a director or officer to the Company, or
its stockholders for damages for breach of fiduciary duty as a
director or officer.  The Company may indemnify any person for
expenses incurred, including attorneys fees, in connection with
their good faith acts if they reasonably believe such acts are in
and not opposed to the best interests of the Company and for acts
for which the person had no reason to believe his or her conduct
was unlawful.  The Company may indemnify the officers and
directors for expenses incurred in defending a civil or criminal
action, suit or proceeding as they are incurred in advance of the
final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to
repay the amount of such expenses if it is ultimately determined
by a court of competent jurisdiction in which the action or suit
is brought determined that such person is fairly and reasonably
entitled to indemnification for such expenses which the court
deems proper.

Indemnification of Directors, Officers, Employees and Agents

     So far as permitted by the Nevada Business Corporation Act,
the Company may indemnify its directors and officers against
expenses and liabilities they incur to defend, settle or satisfy
any civil or criminal action brought against them on account of
their being or having been Company directors or officers unless,
in any such action, they are adjudged to have acted with gross
negligence or to have engaged in willful misconduct.  Section
78.751(1) of the Nevada Revised Statutes (NRS) authorizes a
Nevada corporation to indemnify any director, officer, employee,
or corporate agent who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the
corporation due to his or her corporate role.  Section 78.751(1)
extends this protection against expenses, including attorney's
fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with the action,
suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

     Section 78.751(2) of the NRS also authorizes indemnification
of the reasonable defense or settlement expenses of a corporate
director, officer, employee or agent who is sued, or is
threatened with a suit, by or in the right of the corporation.
The party must have been acting in good faith and with the
reasonable belief that his of her actions were not opposed to the
corporation's best interests.  Unless the court rules that the
party is reasonably entitled to indemnification, the party
seeking indemnification must not have been found liable to the
corporation.

     To the extent that a corporate director, officer, employee,
or agent is successful on the merits or otherwise in defending
any action or proceeding referred to in Section 78.751(1) or
78.751(2), Section 78.751(3) of the NRS requires that he or she
be indemnified against expenses, including attorneys fees,
actually and reasonably incurred by him in connection with the
defense.

     Section 78.751(4) of the NRS limits indemnification under
Section 78.751(1) and 78.751(2) to situations in which either (i)
the stockholders; (ii) the majority of a disinterested quorum of
directors; or (iii) independent legal counsel determine that
indemnification is proper under the circumstances.

     Pursuant to Section 78.175(5) of the NRS, the corporation
may advance an officer's or director's expenses incurred in
defending any action or proceeding upon receipt of an
undertaking.  Section 78.751(6)(a) provides that the rights to
indemnification and advancement of expenses shall not be deemed
exclusive of any other rights under any bylaw, agreement,
stockholder vote or vote of disinterested directors.  Section
78.751(6)(b) extends the rights to indemnification and
advancement of expenses to former directors, officers, employees
and agents, as well as their heirs, executors, and
administrators.

     Regardless of whether a director, officer, employee or agent
has the right to indemnity, Section 78.752 allows the corporation
to purchase and maintain insurance on his or her behalf against
liability resulting from his or her corporate role.

     Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to officers, directors or persons
controlling the Company pursuant to the foregoing, the Company
has been informed that in the opinion of the U.S. Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore
unenforceable.


Item 7.   Exemption From Registration Claimed.

     None.


Item 8.   Exhibits

Exhibit
Number         Description
----------     ----------------------------------

 5             Opinion regarding legality from Dieterich &
               Associates

23.1           Consent of Dieterich & Associates

23.2           Consent of Deloitte & Touche LLP

99.1           Stock Option Plan


Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes:

     (a) (1) To file, during any period in which offers or sales
     are being made, a post-effective amendment to this
     Registration Statement:

          (i) To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933 (the "1933
          Act");

          (ii) To reflect in the prospectus any facts or events
          arising after the effective date of the Registration
          Statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate,
          represent a fundamental change in the information set
          forth in the Registration Statement; and

          (iii) To include any additional or changed material
          information with respect to the plan of distribution
          not previously disclosed in the Registration Statement
          or any material change to such information in the
          Registration Statement; provided, however, only to the
          extent required by the general rules and regulations of
          the Commission. (2) That, for the purpose of
          determining any liability under the 1933 Act, each such
          post-effective amendment shall be deemed to be a new
          Registration Statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof. (3) To remove from registration by
          means of a post-effective amendment any of the
          securities being registered which remain unsold at the
          termination of the offering.

     (b) That for purposes of determining any liability under the
     1933 Act, each filing of the Registrant's annual report
     pursuant to Section 13(a) or Section 15(d) of the Exchange
     Act (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d) of
     the Exchange Act) that is incorporated by reference in the
     Registration Statement shall be deemed to be a new
     Registration Statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering
     thereof.

     (c) Insofar as indemnification for liabilities arising under
     the 1933 Act, as amended, may be permitted to directors,
     executive officers and controlling persons of the Registrant
     as outlined above or otherwise, the Registrant has been
     advised that in the opinion of the Commission, such
     indemnification is against public policy as expressed in the
     1933 Act and is, therefore, unenforceable.  In the event
     that a claim for indemnification against such liabilities
     (other than the payment by the Registrant of expenses
     incurred or paid by a director, executive officer or
     controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted by
     such director, executive officer or controlling person in
     connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the
     matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question of whether
     such indemnification by it is against public policy as
     expressed in the 1933 Act and will be governed by the final
     adjudication of such issue.



                            SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city
of St. John's, Province of Newfoundland, on April 20, 2000.



                  ICEBERG CORPORATION OF AMERICA
                           (Registrant)


Date: April 20, 2000          By: /s/ Paul Benson
                                 Paul Benson,
                                 President & Director

Date: April 20, 2000          By: /s/ Ron Stamp
                                 Ron Stamp,
                                 Vice President & Director

Date: April 20, 2000          By: /s/ Lewis Stoyles
                                 Lewis Stoyles,
                                 Vice President & Director



Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit
plan) have duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the city of St. John's, Province of Newfoundland, on April 20,
2000.


         ICEBERG CORPORATION OF AMERICA STOCK OPTION PLAN
                       (Registrant's Plan)


Date: April 20, 2000          By: /s/ Paul Benson
                                 Paul Benson,
                                 President & Director

Date: April 20, 2000          By: /s/ Ron Stamp
                                 Ron Stamp,
                                 Vice President & Director

Date: April 20, 2000          By: /s/ Lewis Stoyles
                                 Lewis Stoyles,
                                 Vice President & Director



<PAGE>

EXHIBIT 5           OPINION REGARDING LEGALITY

              [Letterhead of Dieterich & Associates}


April 20, 2000

Iceberg Corporation of America
16 Forest Road, Suite 200
St. John's, Newfoundland, Canada A1B 3N4


     Re:  Opinion concerning the legality of the securities to be
          issued pursuant to the Registration Statement on Form
          S-8 to be filed by Iceberg Corporation of America, a
          Nevada corporation


Board of Directors:


     As counsel for Iceberg Corporation of America, a Nevada
corporation (the "Company"), and in connection with the issuance
of up to 930,000 shares of the Company's $0.0001 par value Common
Stock pursuant to a Company Stock Option Plan (the "Plan" and
collectively, the "Securities"), we have been asked to render an
opinion as to the legality of these Securities, which are to be
covered by a Registration Statement to be filed by the Company on
Form S-8 of the Securities and Exchange Commission (the
"Commission"), and as to which this opinion is to be filed as an
exhibit.

     As you are aware, no services to be performed and billed to
you which are in any way related to a "capital raising"
transaction may be paid by the issuance of Securities pursuant to
the Plan.

     You are also aware that we do not own any shares of the
Company's Common Stock; and that we have no interest in any of
the Securities covered hereby.

     In connection with rendering our opinion, which is set forth
below, we have reviewed and examined originals or copies of the
following documents, to-wit:

     1.  Articles of Incorporation and all amendments thereto;

     2.  Bylaws;

     3.  10-SB Registration Statement, as amended, filed with the
Commission on or about November 12, 1999;

     4.  10-QSB Quarterly Reports and 8-K Current Reports for the
past twelve months;

     5.  Company Stock Option Plan; and

     6.  Unanimous Consents of the Board of Directors adopting
the Stock Option Plan, designating the name of the Plan and the
name, address and telephone number of the Plan's Agent.

     We have also examined various other documents, books,
records, instruments and certificates of public officials,
directors, executive officers and agents of the Company, and have
made such investigations as we have deemed reasonable, necessary
or prudent under the circumstances.  Also, in rendering this
opinion, we have reviewed various statutes and judicial
precedents as we have deemed relevant or necessary.

     Further, as counsel for the Company, we have discussed the
items relied upon in rendering this opinion and the documents we
have examined with one or more directors and executive officers
of the Company, and in all instances, we have assumed the
genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as
originals, the conformity with the original documents of all
documents submitted to us as certified or photostatic copies and
the authenticity of the originals of such copies.  We have
further assumed that the recipients of these Securities under the
Plan will have paid the consideration required under the terms of
the Plan prior to the issuance of the Securities, and that none
of the services performed by the recipients shall be related to
"capital raising" transactions.

     We have also been advised that the Company has provided the
individual participants in the Plan with a copy of the documents
enumerated in paragraphs 3 through 6, inclusive, above.

     Based upon the foregoing and in reliance thereon, it is our
opinion that, subject to the limitations set forth in the Plan,
the Securities to be issued pursuant to the Plan will, upon their
issuance and delivery to the recipients thereof, after receipt of
full payment therefor, be deemed duly and validly authorized,
legally issued and fully paid and non-assessable under the Nevada
Revised Statues.

     This opinion is expressly limited in scope to the Securities
described herein and which are to be expressly covered by the
above-referenced Registration Statement and does not cover any
subsequent issuances of any securities to be made in the future
pursuant to any other plans, if any, pertaining to services
performed in the future.  Any such transactions are required to
be included in a new Registration Statement or a post-effective
amendment to the above referenced Registration Statement, which
will be required to include a revised or a new opinion concerning
the legality of the Securities to be issued.

     Further, this opinion is limited to the corporate laws of
the State of Nevada and the securities laws, rules and
regulations of the United States, and we express no opinion with
respect to the laws of any other jurisdiction.

     We hereby consent to the filing of this opinion with the
Commission as an exhibit to the above-referenced Registration
Statement and with such state regulatory agencies in such states
as may require such filing in connection with the registration of
the Registered Securities for offer and sale in such states;
however, this opinion is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our prior
written consent.

     This opinion is based upon our knowledge of the law and
facts as of the date hereof, and we assume no duty to communicate
with you with respect to any matter which may hereafter come to
our attention.

                                   Very truly yours,

                                   DIETERICH & ASSOCIATES


                                   /s/ Christopher H. Dieterich
                                   Christopher H. Dieterich
                                   Counsel to Iceberg Corporation
                                   of America

<PAGE>

EXHIBIT 23.1    CONSENT OF DIETERICH & ASSOCIATES

              [Letterhead of Dieterich & Associates}


April 20, 2000

U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549

     Re:  Consent to be named in the S-8 Registration Statement
          of Iceberg Corporation of America, a Nevada corporation
          (the "Company"), SEC File No. 0-28051, covering the
          registration and issuance of 930,000 shares of Common
          Stock pursuant to the Company's Stock Option Plan


Dear Sirs or Madams:

     We hereby consent to the incorporation in this Registration
Statement of Iceberg Corporation of America on Form S-8 of our
opinion letter dated April 20, 2000.


                                   DIETERICH & ASSOCIATES


                                   /s/ Christopher H. Dieterich
                                   Christopher H. Dieterich
                                   Counsel to Iceberg Corporation
                                   of America


<PAGE>

EXHIBIT 23.2     CONSENT OF DELOITTE & TOUCHE LLP

                [DELOITTE & TOUCHE LLP LETTERHEAD]


                  INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this Registration
Statement of Iceberg Corporation of America on Form S-8 of our
report dated October 26, 1999, appearing in Form 10-SB of Iceberg
Corporation of America for the six months ended June 30, 1999,
for each of the years ended December 31, 1998 and 1997, and for
the period from July 22, 1996 (inception) to June 30, 1999 and to
the reference to us under the heading "Experts" in the Form 10-
SB, which is part of this Registration Statement.




                                        /s/
St. John's, Newfoundland, Canada        DELOITTE & TOUCHE LLP
April 14, 2000


<PAGE>

EXHIBIT 99          COMPANY STOCK OPTION PLAN


                        STOCK OPTION PLAN

1.   Purpose

     A Stock Option Plan (herein called the "Plan") for Iceberg
Corporation of America (the "Corporation" or the "Company") is
hereby established with the intent of advancing the interests of
the Corporation by encouraging and enabling the acquisition of an
equity interest in the Corporation to certain officers and key
management personnel of a caliber required to ensure the
Company's continued success (the "Participants"), pursuant to the
terms of this Plan.

2.   Shares subject to Plan

     (a)  The total number of authorized but unissued shares
          allocated to and made available to be granted to
          Participants under the Plan shall not exceed 10% of the
          common shares, as such may from time to time be issued
          and outstanding in the capital stock of the Corporation
          as the same is presently constituted, and the aggregate
          number of common shares which may be issued under the
          Plan to any one particular Participant under the Plan
          shall not exceed 50% of the said aggregate number of
          common shares allocated to and made available for the
          Plan.

     (b)  Except as provided in paragraph 9 hereof or by the laws
          of descent and distribution, the rights of any
          Participant under the Plan are personal to the said
          Participant and are not assignable.

3.   Administration

     (i)  The Board of Directors shall appoint an option
          committee (hereinafter call the "Committee"), to
          administer the Plan, which Committee shall consist of
          not less then three nor more than five members of the
          Board, to serve at the pleasure of the Board.  The
          Committee shall have full power and authority to
          construe, interpret, and administer the Plan and may
          from time to time adopt such rules and regulations for
          carrying out this Plan as it may deem proper and in the
          best interests of the Company.  Subject to the terms,
          provisions, and conditions of the Plan, the Committee
          shall have exclusive jurisdiction (i) to select the key
          employees to whom options shall be granted, (ii) to
          determine the number of shares subject to each option,
          (iii) to determine the time or times when options will
          be granted, (iv) to determine the option price of the
          shares, (v) to fix such other provisions of the option
          agreement as the Committee may deem necessary or
          desirable consistent with the terms of this Plan, and
          (vi) to determine all other questions relating to the
          administration of the Plan.  The interpretation of any
          provisions of this Plan by the Committee shall be
          final, conclusive and binding upon all persons, and the
          Board of Directors shall place into effect the
          determinations of the Committee,

     (ii) The Corporation shall pay all costs of administering
          the Plan.

4.   Eligibility

     Key employees of the Company, its parent and any of its
subsidiaries, including officers and directors, shall be eligible
to receive options.  The fact that any employee has been granted
an option under this Plan shall not in any way affect or qualify
the right of the employer to terminate his employment at any
time.  Nothing contained in this Plan shall be construed to limit
the right of the Company to grant options otherwise than under
the Plan for any proper and lawful corporate purpose, including
but not limited to options granted to key employees.  Key
employees to whom options may be granted under the Plan will be
those selected by the Committee from time to time who, in the
sole discretion of the Committee, have contributed in the past or
who may be expected to contribute materially in the future to the
successful performance of the Company.

5.   Option price

     The exercise price of the shares purchased pursuant to stock
options granted hereunder shall be not less than that from time
to time permitted by the applicable regulations and policies of
any stock exchange or exchanges upon which any securities of the
Corporation may from time to time be listed.

6.   Exercise of Options

     (i)       Each option granted hereunder shall be for a term
               not exceeding 10 years and, unless the Board of
               Directors determines otherwise, shall be
               exercisable only after the first anniversary date
               of its grant, subject to the option, and all or
               any part of the shares as to which the option
               shall have become exercisable may be purchased at
               any time, or from time to time thereafter, until
               expiration or termination of the option.

     (ii)      Subject to the provisions of the Plan, the options
               granted hereunder may be exercised from time to
               time by delivery to the Corporation at its head
               office of a written notice of exercise specifying
               the number of shares with respect to which the
               option is being exercised and accompanied by
               payment in full of the purchase price of the
               shares then being purchased by way of cash or
               certified cheque in favour of the Corporation.
               Such notice shall contain the Participant's
               undertaking to comply, to the satisfaction of the
               Corporation and its counsel, with all applicable
               requirements of any stock exchange or exchanges
               upon which any securities of the Corporation are
               from time to time listed and any applicable
               regulatory authority or authorities.

     (iii)     Notwithstanding the foregoing, upon the making of
               an Offer, options shall become immediately
               exercisable in respect of any and all shares
               covered thereby in respect of which the
               Participant has not exercised such Participant's
               right to acquire under the option.  For the
               purposes hereof, "Offer" means an offer made
               generally to the holders of the Corporation's
               voting securities in one or more jurisdictions to
               purchase directly or indirectly voting securities
               of the Corporation where the voting securities
               which are the subject of the offer to purchase,
               together with the offeror's  then presently-owned
               securities, will in the aggregate exceed 20% of
               the outstanding voting securities of the
               Corporation and where two or more persons or
               companies make offers jointly or in concert or
               intending to exercise jointly or in concert any
               voting rights attaching to the securities to be
               acquired, then the securities owned by each of
               them shall be included in the calculation of the
               percentage of the outstanding voting securities of
               the Corporation owned by each of them.

7.   Ten-percent owners

Notwithstanding the provisions of paragraphs 5 and 6, above, the
following terms and conditions shall apply to options granted
hereunder to a "10-percent  owner".  For this purpose, a "10-
percent owner" shall mean an optionee who, at the time the option
is granted, owns stock possessing more than 10 percent of the
total combined voting power of all classes of stock of the
Company or of any subsidiary thereof.  With respect to a 10-
percent owner:

     (a)  the price at which shares of stock may be purchased
          under an option granted pursuant to this Plan shall be
          not less than 110 percent of the fair market value
          thereof, said fair market value being determined in the
          manner described at paragraph 5, above; and

     (b)  the period during which any such option may be
          exercised, to be fixed by the Committee in the manner
          described at paragraph 6, above, shall expire not later
          than five years from the date the option is granted.

8.   Option Agreements

     (a)  Each option under the Plan shall be evidenced by an
          option agreement in substantially the form annexed
          hereto as Schedule "A" prior to the grant of any stock
          option to a Participant becoming effective, which shall
          be signed by an officer or the Company and by the
          employee and which shall contain such provisions as may
          be approved by the Committee (as defined in Section 3).

     (b)  The option agreements shall constitute binding
          contracts between the Company and the optionee, and
          every optionee, upon acceptance of such option
          agreement, shall be bound by the terms and restrictions
          of this Plan and the option agreement.

     (c)  The terms of the option agreement shall be in
          accordance with this Plan, but may include additional
          provisions and restrictions, provided that the same are
          not inconsistent with the Plan.

9.   Termination of Employment

     (i)       In the event of the physical or mental disability,
               retirement with the consent of the Corporation or
               death of the optionee on or prior to the expiry
               date while engaged as a key employee or director
               or officer of the Corporation, any option granted
               hereunder may be exercised up to the full amount
               of the optioned shares by the legal personal
               representative(s) of the Participant at any time
               up to and including eighteen months following the
               physical or mental disability, retirement or death
               of the Participant after which date the option
               shall forthwith expire and terminate and be of no
               further force or effect whatsoever.

     (ii)      For greater certainty, any Participant who is
               deemed to be an employee of the Corporation
               pursuant to any medical or disability plan of the
               Corporation shall be deemed to be an employee for
               the purposes of the Plan.

     (iii)     In the event the Participant's employment by or
               engagement with (as a director or otherwise) the
               Corporation is terminated by the Corporation or
               the Participant for any reason other than the
               Participant's physical or mental disability,
               retirement with the consent of the Corporation or
               death before exercise of any options granted
               hereunder, the option granted hereunder shall be
               exercisable by the Participant at the earlier of
               the expiration date of the option or within 90
               days from the date of such termination to exercise
               only that portion of the option that such
               Participant is otherwise entitled to exercise at
               that time and thereafter such Participant's option
               shall expire and all rights to purchase shares
               hereunder shall cease and expire and be of no
               further force or effect.  Options shall not be
               affected by any change of employment so long as
               the Participant continues to be employed by the
               Corporation or any of its subsidiaries or
               continues to be a director or officer of one of
               the foregoing.

10.  Capital adjustments affecting stock

     (i)       Subject to any required action by its
               shareholders, if the Corporation shall be a party
               to any reorganization, merger, dissolution or sale
               or lease of all or substantially all its assets,
               whether or not the Corporation is the surviving
               entity, the option shall be adjusted so as to
               apply to the securities to which the holder of the
               number of shares of capital stock of the
               Corporation subject to the option would have been
               entitled by reason of such reorganization, merger
               or sale or lease of all or substantially all of
               its assets, provided, however, that the
               Corporation may satisfy any obligations to a
               Participant hereunder by paying to the said
               Participant in cash the difference between the
               exercise price of all unexercised options granted
               hereunder and the fair market value of the
               securities to which the Participant would be
               entitled upon exercise of all unexercised
               options, regardless of whether all conditions of
               exercise relating to continuous employment have
               been satisfied.  Adjustments under this paragraph
               or any determinations as to the fair market value
               of any securities shall be made by the Board of
               Directors, or any committee thereof specifically
               designated by the Board of Directors to be
               responsible therefor, and any reasonable
               determination made by the said Board or committee
               thereof shall be binding and conclusive.

     (ii)      In the event of any subdivision or subdivisions of
               the common shares of the Corporation as said
               common shares were constituted at the time any
               options granted hereunder were granted into a
               greater number of common shares, the Corporation
               will thereafter deliver at the time of exercise
               thereof in addition to the number of shares in
               respect of which the option is then being
               exercised, such additional number of shares as
               result from such subdivision or subdivisions of
               the shares for which the option is being exercised
               without the Participant exercising the option
               making any additional payment or giving any other
               consideration therefor.

     (iii)     In the event of any consolidation or
               consolidations of the common shares of the
               Corporation as said common shares were constituted
               at the time any options granted hereunder were
               granted into a lesser number of common shares, the
               Participant shall accept, at the time of the
               exercise thereof in lieu of the number of shares
               in respect of which the option is then being
               exercised, the lesser number of shares as result
               from such consolidation or consolidations of the
               shares for which the option is being exercised.

     (iv)      In the event of any change of the common shares of
               the Corporation as said common shares were
               constituted at the time any options granted
               hereunder were granted the Corporation shall
               thereafter deliver at the time of the exercise
               thereof the number of shares of the appropriate
               class resulting from the said change as the
               Participant exercising the option would have been
               entitled to receive in respect of the number of
               shares so purchased had the option been exercised
               before such change,

     (v)       If the Corporation at any time while any options
               granted hereunder are outstanding shall pay any
               stock dividend or stock dividends upon the shares
               of the Corporation in respect of which any options
               were granted hereunder, the Corporation will
               thereafter deliver at the time of exercise thereof
               in addition to the number of shares in respect of
               which the option is then being exercised, the
               additional number of shares of the appropriate
               class as would have been payable on the shares so
               purchased if they had been outstanding on the
               record date for the payment of said stock dividend
               or dividends.

     (vi)      If at any time the Corporation grants to the
               holders of its capital stock rights to subscribe
               for and purchase pro rata  additional securities
               of the Corporation or of any other corporation or
               entity, there shall be no adjustments made to the
               number of shares or other securities subject to
               the option in consequence thereof and the said
               stock option of the Participant shall remain
               unaffected.

11.  Stock Appreciation Rights

     (i)       Any stock option granted under the Plan may
               include a stock appreciation right, either at the
               time of grant or by amendment adding it to an
               existing stock option; subject, however, to the
               grant of such stock appreciation right being in
               compliance with the applicable regulations and
               policies of any stock exchange or exchange upon
               which any securities of the Corporation may from
               time to time be listed.  The provisions of the
               Plan respecting the exercise of stock options and
               the adjustments to options arising from certain
               corporate actions shall apply mutatis mutandis to
               all stock appreciation rights granted hereunder.

     (ii)      Stock appreciation rights granted hereunder are
               exercisable to the extent, and  only to the
               extent, the option to which it is included is
               exercisable.  To the extent a stock appreciation
               right included in or attached to an option granted
               hereunder is exercised, the option to which it is
               included or attached shall be deemed to have been
               exercised to a similar extent.

     (iii)     A stock appreciation right granted hereunder shall
               entitle the Participant to elect to surrender to
               the Corporation unexercised the option in which it
               is included, or any portion thereof, and to
               receive from the Corporation in exchange therefor
               that number of shares, disregarding fractions,
               having an aggregate value equal to the excess of
               the value of one share over the purchase price per
               share specified in such option, times the number
               of shares called for by the option, or portion
               thereof, which is so surrendered.  The value of a
               share shall be determined for these purposes by
               the weighted average sale price per share on the
               stock exchange or other publicly quoted market
               system having the greatest volume of trading of
               the shares of the Corporation.

     (iv)      Subject to the provisions of the Plan, a stock
               appreciation right granted hereunder may be
               exercised from time to time by delivering to the
               Corporation at its head office a written notice of
               exercise, which notice shall specify the number of
               stock appreciation rights to be exercised and
               options to be forfeited and the number of shares
               the Participant elects to receive thereby.  Such
               notice shall contain the Participant's undertaking
               to comply, to the satisfaction of the Corporation
               and its counsel, with all applicable requirements
               of any stock exchange or exchanges upon which any
               securities of the Corporation are listed for
               trading and any other applicable regulatory
               authority.

12.  Other terms and conditions

     The Corporation shall not be obligated to issue fractional
shares in satisfaction of any of its obligations hereunder.

     Any option granted hereunder shall contain such other and
additional terms, not inconsistent with the terms of this Plan,
which are deemed necessary or desirable by the Committee, which
such terms, together with the terms of this Plan, shall
constitute such option as an "Incentive Stock option" within the
meaning of Section 422 of the 1986 Internal Revenue Code and
lawful regulations thereunder.

13.  Amendments, suspension or termination

     The Board of Directors of the Company shall have the right,
at any time, to amend, suspend or terminate the Plan in any
respect which it may deem to be in the best interests of the
Company, provided, however, no amendments shall be made in the
Plan without the approval of the stockholders of the Company
which:

     (a)  Increase the total number of shares for which options
          may be granted under this Plan for all key employees or
          for any one of them except as provided in Section 12;

     (b)  Change the minimum purchase price for the optioned
          shares, except as provided in Section 12;

     (c)  Affect outstanding options or any unexercised rights
          thereunder, except as provided in Section 6;

     (d)  Extend the termination date of the Plan.

14.  Effective date, term and approval

     Having been approved by the Board of Directors of the
Company at a meeting held on November 4, 1999, and subject to the
approval of the stockholders of the Company at the next Annual
Meeting, the Plan shall take effect immediately.  This Plan will
terminate on December 31, 2009, and no options may be granted
under the Plan after that date, unless an earlier termination
date after which no options may be granted under the Plan is
fixed by action of the Board of Directors, but any option granted
prior thereto may be exercised in accordance with its terms.  The
Plan and all options granted pursuant to it are subject to all
laws, approvals, requirements and regulations of any governmental
authority which may be applicable thereto and, notwithstanding
any provisions of the Plan or option agreement, the holder of an
option shall not be entitled to exercise his option nor shall the
Company be obligated to issue any shares to the holder if such
exercise or issuance shall constitute a violation by the holder
or the Company of any provisions of any such approval
requirements, law or regulation.


<PAGE>
                           Schedule "A"

                      Stock Option Agreement

THIS AGREEMENT made the __ day of ____________, 200_, between,
Iceberg Corporation of America, a corporation incorporated under
the laws of Nevada (the "Corporation") and ______________________
(the "Optionee").  The parties agree as follows:

     1.   Pursuant to the Stock Option Plan of the Corporation
established by the directors of the Corporation on November 4,
1999, the Corporation hereby grants to the Optionee the
irrevocable option to purchase up to ________ common shares (the
"Shares") in the capital stock of the Corporation, as presently
constituted, for cash, at a price of $______ per Share, upon the
following terms and conditions:

     (a)  The option shall be non-exercisable until ___________,
          200_.  On ___________,200_, and on each subsequent
          _____ to and including ___________, 200_, the option
          shall become exercisable with respect to ____ % of the
          total number of Shares (computed in each case to the
          nearest full share), and all or any part of the Shares
          as to which the option shall have become exercisable
          may be purchased at any time, or from time to time,
          thereafter, until expiration or termination of the
          option.  The option may only be exercised by the
          Optionee, or by the person or persons entitled to
          exercise the same pursuant to the provisions of
          subparagraph (d) below, on or prior to December 31,
          2009, by the delivery to the Corporation at its head
          office of written notice of election to exercise the
          same, specifying the number of Shares with respect to
          which the option is being exercised and accompanied by
          payment in full of the purchase price of the Shares
          then purchased by way of cash or certified cheque in
          favour of the Corporation.  Such notice shall
          constitute the Optionee's acknowledgment of and
          undertaking to comply to the satisfaction of the
          Corporation and its counsel, with all applicable
          requirements of any stock exchange or exchanges upon
          which any securities of the Corporation may from time
          to time be listed and of any applicable regulatory
          authority or authorities.  Such requirements may
          include the placement of legends on share certificates
          restricting transfer of such Shares, the making of
          representations by the Optionee that the Optionee is
          acquiring such Shares for investment and not with a
          view to distribution, the filing of any required
          information or statements with the aforesaid
          authorities and the making of arrangements with the
          Optionee's employer to withhold income taxes which may
          become payable under the Optionee's exercise of an
          option under this Agreement.  Concurrently with its
          receipt of any such notice and payment, the Corporation
          shall deliver, or cause to be delivered, to the
          Optionee a certificate representing the Shares
          purchased by the Optionee.  The Corporation may at its
          election require that this Agreement be presented for
          appropriate endorsement upon any such exercise.

     Notwithstanding the foregoing, upon the making of an Offer,
options shall become immediately exercisable in respect of any
and all Shares covered thereby in respect of which the Optionee
has not exercised such Optionees right to acquire under the
option.  For the purposes of this subparagraph, "Offer" means an
offer made generally to the holders of the Corporation's voting
securities in one or more jurisdictions to purchase directly or
indirectly voting securities of the Corporation where the voting
securities which are the subject of the offer to purchase
together with the offeror's then presently owned securities will
in the aggregate exceed 20% of the outstanding voting securities
of the Corporation and where two or more persons or companies
make offers jointly or in concert or intending to exercise
jointly or in concert any voting rights attaching to the
securities to be acquired, then the securities owned by each of
them shall be included in the calculation of the percentage of
the outstanding voting securities of the Corporation owned by
each of them

     (b)  The option shall be non-assignable and nontransferable
          by the Optionee otherwise than by will or the laws of
          descent and distribution or as contemplated in
          subparagraph (d) hereof.

     (c)  The option shall expire and all rights to purchase
          Shares hereunder shall cease and become null and void
          at 5:00 p.m. EST time on December 31, 2009, and the
          option hereby granted shall expire and all rights
          hereunder shall cease at such time or upon the
          happening of certain events as hereinafter provided.

     (d)  In the event of the physical or mental disability,
          retirement with the consent of the Corporation or death
          of the Optionee on or prior to the expiry date while
          engaged as an employee, or director or officer of the
          Corporation, the option granted may be exercised, up to
          the full amount of the optioned Shares by the Optionee
          or the legal personal representative(s) of the
          Optionee, as the case may be, at any time up to and
          including eighteen months following the physical or
          mental disability, retirement or death of the Optionee
          after which date the option shall forthwith expire and
          terminate and be of no further force or effect
          whatsoever.

     For greater certainty, any Optionee who is deemed to be an
employee of the Corporation pursuant to any medical or disability
plan of the Corporation shall be deemed to be an employee for the
purposes of the Plan.

     (e)  In the event the Optionee's employment by or engagement
          with the Corporation is terminated by the Corporation
          or the Optionee for any reason other than the
          Optionee's physical or mental disability, retirement or
          death before exercise of the option contained herein,
          the Optionee shall have 90 days from the date of such
          termination to exercise only that portion of the option
          such Optionee is otherwise entitled to exercise at that
          point of time and thereafter this option shall expire
          and all rights to purchase Shares hereunder shall cease
          and expire and be of no further force or effect.
          Options shall not be affected by any change of
          employment so long as the Optionee continues to be
          employed by the Corporation or one of its subsidiaries
          or continues to be a director or an officer of one of
          the foregoing.

     (f)  If the Corporation shall be a party to any
          reorganization, merger, dissolution or sale of all or
          substantially all of its assets, whether or not the
          Corporation is the surviving entity, the option shall
          be adjusted so as to apply to the securities to which
          the holder of the number of Shares of the Corporation
          subject to the option would have been entitled by
          reason of such reorganization, merger, dissolution or
          sale of all or substantially all of its assets
          provided, however, that the Corporation may satisfy any
          obligations to the Optionee hereunder by paying to the
          Optionee in cash the difference between the exercise
          price of all unexercised options granted hereunder and
          the fair market value of the securities to which the
          Optionee would be entitled, upon exercise of all
          unexercised options, regardless of whether all
          conditions of exercise relating to continuous
          employment have been satisfied.  Adjustments under this
          subparagraph or any determinations as to the fair
          market value of any securities shall be made by the
          Board of Directors of the Corporation, or any committee
          thereof specifically designated by the Board of
          Directors to be responsible therefor, and any
          reasonable determination made by the said Board or
          committee thereof shall be binding and conclusive.

     (g)  In the event of any subdivision or subdivisions of the
          common shares of the Corporation as said common shares
          were constituted at the time any options granted
          hereunder were granted into a greater number of common
          shares, the Corporation will thereafter deliver at the
          time of exercise thereof in addition to the number of
          Shares in respect of which the option is then being
          exercised, such additional number of Shares as result
          from such subdivision or subdivisions without the
          Optionee exercising the option being obligated to make
          any additional payment or giving any other
          consideration therefor.

     (h)  In the event of any consolidation or consolidations of
          the common shares of the Corporation as said common
          shares were constituted at the time any options granted
          hereunder were granted into a lesser number of common
          shares, the Optionee shall accept, at the time of the
          exercise thereof in lieu of the number of Shares in
          respect of which the option is then being exercised,
          the lesser number of Shares as result from such
          consolidation or consolidations.

     (i)  In the event of any change of the common shares of the
          Corporation as said common shares were constituted at
          the time any options granted hereunder were granted,
          the Corporation shall thereafter deliver at the time of
          the exercise thereof the number of shares of the
          appropriate class resulting from the said change as the
          Optionee exercising the option would have been entitled
          to receive in respect of the number of shares so
          purchased had the option been exercised before such
          change.

     (j)  If the Corporation at any time while any options
          granted hereunder are outstanding shall pay any stock
          dividend or stock dividends upon the shares of the
          Corporation in respect of which any options were
          granted hereunder, the Corporation will thereafter
          deliver at the time of exercise thereof in addition to
          the number of shares in respect of which the option is
          then being exercised, the additional number of shares
          of the appropriate class as would have been payable on
          the shares so purchased if they had been outstanding on
          the record date for the payment of said stock dividend
          or dividends.

     (k)  The Corporation shall not be obligated to issue
          fractional Shares in satisfaction of its obligations
          hereunder.

     (l)  If at any time the Corporation grants to its
          shareholders the right to subscribe for and purchase
          pro rata additional securities of the Corporation or of
          any other corporation or entity, there shall be no
          adjustments made to the number of Shares or other
          securities subject to the option in consequence thereof
          and the said option of the Optionee shall remain
          unaffected.

     2.   Nothing in this Agreement shall confer upon the
Optionee any right to continue in the employ of the Corporation
or its subsidiaries and nothing herein contained shall interfere
in any way with the right of the Corporation or any of its
subsidiaries to terminate the employment of the Optionee at any
time.

     3.   The Corporation hereby represents to and agrees with
the Optionee that if for any reason, other than the failure or
default of the Optionee, the Corporation is unable to issue and
deliver the Shares as contemplated herein to the Optionee upon
the exercise by the Optionee of the option to purchase any of the
Shares covered by this option, the Corporation will pay, in
complete satisfaction of its obligations hereunder, to the
Optionee in cash, an amount equal to the difference between the
option exercise price and the fair market value of such Shares on
the date that the Optionee gave notice of such exercise in
accordance with paragraph 1(a) hereof.  For the purposes of this
Agreement, if the Shares subject to this option are traded on a
stock exchange or exchanges, the fair market value shall be the
closing sale price on the exchange having the greatest volume of
trading on the last trading day immediately prior to the date
such notice is given.

     4.   The Optionee hereby acknowledges receipt from the
Corporation of a copy of the Stock Option Plan.  The Optionee
acknowledges that upon any conflict between the terms of said
Plan and this option agreement the terms of this Agreement shall
prevail.



DATED this ___ day of ___________, 200_.



                         ICEBERG CORPORATION OF AMERICA



                         By: ________________________________
                                                  , President

                                                       c/s

                         By: ________________________________
                                                  , Secretary


WITNESS:                      )
                              )
                              )
                              )
______________________________) ___________________________ l/s
                              Optionee


<PAGE>
                           Schedule "B"

                       Option Exercise Form


     The undersigned Optionee (or the Optionee's legal
representative(s) permitted under the Plan) hereby irrevocably
elects to exercise this Option for the number and class of Shares
(or other property or securities subject thereto) as set forth
below:

     (a)  Number of Shares to be Acquired:        ______________

     (b)  Class of Shares:                   ___________________

     (c)  Option Exercise Price per Share:        $_____________

     (d)  Aggregate Purchase Price [(a) times (c)]:    $________



and hereby tenders a certified cheque or bank draft for such
aggregate purchase price, directing such Shares to be registered
and a certificate therefor to be issued as directed below.


     DATED this ___ day of ______________, 200_.


WITNESS TO EXECUTION          )
                              )
                              )  _____________________
                              )  [Name of Optionee]
                              )
______________________________)
                              )  _____________________
                              )  [Signature of Optionee]
                              )

Direction as to Registration:


________________________________
[Name of Registered Holder]


________________________________
[Address of Registered Holder]
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U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington D.C. 20549

                      ---------------------
                             FORM S-8
                      ---------------------

                REGISTRATION STATEMENT UNDER THE
                     SECURITIES ACT OF 1933

                     ---------------------

                 ICEBERG CORPORATION OF AMERICA
         (Name of Small Business Issuer in its charter)

Nevada                                                Applied For
(State or other jurisdiction of                  (I.R.S. Employer
Incorporation or organization)                Identification No.)

     P.O. Box 8251, St. John's, Newfoundland, Canada A1B 3N4
             (Address of principal executive offices)

                          (709) 739-5731
                   (Issuer's telephone number)

                        STOCK OPTION PLAN
                     (Full Title of the Plan)

             (Name and Address of Agent For Service)

                      CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
Title of Each                 Proposed       Proposed
Class Of                      Maximum        Maximum
Securities     Amount         Offering       Aggregate      Amount of
To Be          To Be          Price          Offering       Registration
Registered     Registered(1)  Per Unit(2)    Price          Fee(3)
--------------------------------------------------------------------------
$0.0001 par    930,000        $0.625         $581,250       $153.45
value common
voting stock

     (1)  This Registration Statement also covers such additional
          number of shares, presently undeterminable, as may
          become issuable under the Plan in the event of stock
          dividends, stock splits, recapitalizations or other
          changes in the Common Stock.  The shares subject to
          this Registration Statement reflect the shares issuable
          pursuant to the Stock Option Plan all of which may be
          reoffered in accordance with the provisions of Form
          S-8.

     (2)  Varied, but not less than the fair market value on the
          date that the options were or are granted.  Pursuant to
          Rule 457(g), the proposed maximum offering price per
          share and proposed maximum aggregate offering price are
          based upon the average bid and asked prices of the
          Registrant's Common Stock on March 31, 2000.

     (3)  Calculated according to Rule 230.457(h) of the
          Securities and Exchange Commission, based upon the
          exercise price of the options covering the underlying
          common stock to be issued under the Plan.
PART I

Item 1.   Plan Information

     a)  General Plan Information.

     Iceberg Corporation of America (the "Company") has
established a Stock Option Plan (the "Plan") for the benefit of
certain of its officers and key management personnel.  A copy of
the Plan is attached hereto and incorporated herein by reference.

Item 2.   Registrant Information and Employee Plan Annual
          Information.

     Copies of the Company's Stock Option Plan, Form 10-SB
Registration Statement, as amended, Form 10-QSB Quarterly Reports
and all Current Reports filed with the Securities and Exchange
Commission (the "Commission") during the past twelve months have
been provided to the Plan participants.  The Registrant also
undertakes to furnish, without charge, to any such participant or
person purchasing any of the securities registered hereby, copies
of all such documentation.  Information and documentation
requests should be directed to Lewis Stoyles, Chief Financial
Officer, at the address and telephone number appearing on the
cover page of this Registration Statement.  Additional
information may be reviewed at the Commission's website at
www.sec.gov, in the Edgar archives.

                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are incorporated herein by reference
and made a part hereof, to wit:

     (a)  The Registrant's Form 10-SB Registration Statement, as
          amended, initially filed with the Commission on or
          about November 12, 1999; and

     (b)  All other reports filed pursuant to Sections 13(a) or
          15(d) of the Securities Exchange Act of 1934 (the
          "Exchange Act") for the past twelve months.

     The financial statements and the related financial statement
schedules incorporated in this Registration Statements by
reference from the Company's Form 10-SB for the six months ended
June 30, 1999, for each of the years ended December 31, 1998 and
1997, and for the period from July 22, 1996 (inception) to June
30, 1999 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein
by reference, and have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in
accounting and auditing.

     All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and
made a part hereof from the date of the filing of such documents.

Item 4.   Description of Securities.

     The Company's authorized capital stock consists of
25,000,000 shares of Common Stock, par value $.0001 per share,
and five million (5,000,000) shares of Special Common Stock, par
value $.0001 per share.  At March 31, 2000, there were 5,085,085
Common Shares issued and outstanding and 4,506,106 Special Common
Shares issued and outstanding, for a total of 9,591,191 issued
and outstanding shares of the Company.

     All shares of the Company's Common Stock and Special Common
Stock have equal voting rights and, when validly issued and
outstanding, are entitled to one vote per share in all matters to
be voted upon by shareholders.

     The shares of Common Stock have no preemptive, subscription,
conversion or redemption rights and may be issued only as fully
paid and non-assessable shares.  Cumulative voting in the
election of directors is not permitted, which means that the
holders of a majority of the issued and outstanding shares of
Common Stock represented at any meeting at which a quorum is
present will be able to elect the entire Board of Directors if
they so choose and, in such event, the holders of the remaining
shares of Common Stock will not be able to elect any directors.
In the event of liquidation of the Company, each shareholder is
entitled to receive a proportionate share of the Company's assets
available for distribution to shareholders after the payment of
liabilities and after distribution in full of preferential
amounts, if any.  All shares of the Company's Common Stock issued
and outstanding are fully paid and non-assessable.  Holders of
the Common Stock are entitled to share pro rata in dividends and
distributions with respect to the Common Stock, as may be
declared by the Board of Directors out of funds legally available
therefor.

     The Special Common Stock shares of the Company are
convertible, at the option of the respective holders of the
shares thereof, at any time, and into fully paid, non-assessable
Common Stock shares of the Company, at the rate of one Common
Stock share for each one Special Common Stock share so
surrendered for conversion.  The Special Common Stock shares of
the Company carry the following additional rights:

     Dividend rights:  any dividends paid will be equivalent to
dividends paid on the common shares of Iceberg Corporation of
America Shares.

     Direct Voting Rights:  One vote per Special Common Stock
Share.

     Retraction/Redemption Rights:  The Special Common Stock
Shares are redeemable at the option of Icecap Equity Inc. and
retractable at the option of the holder upon delivery of one
Iceberg Corporation of America Share.

     Liquidation Entitlement:  Special Common Stock Share holders
are entitled to be paid, upon any liquidation of the assets of
Icecap Equity Inc. , an amount of money equivalent to the amount
that would be received per Iceberg Corporation of America Share
on a liquidation of Iceberg Corporation of America

     Anti-dilution:  The Special Common Stock Shares contain
anti-dilution provisions to keep such shares pari passu with any
changes involving Iceberg Corporation of America Shares, such as
reorganizations or stock splits.

     In addition to the foregoing, the Special Common Stock
Shares are subject to certain collateral contractual arrangements
as follows:

     Voting Rights in Iceberg Corporation of America:  Iceberg
Corporation of America will issue special voting shares to a
trustee (the "Iceberg Corporation of America Trust Shares").  The
terms of the trust shall be contained in a trust indenture which
will provide as follows: (i) the number of Iceberg Corporation of
America Trust Shares shall be equal to the number of Special
Common Stock Shares; (ii)  the voting rights of the Iceberg
Corporation of America Trust Shares shall be equal and equivalent
to the voting rights attached to the Iceberg Corporation of
America Shares; (iii) the trustee shall vote the Iceberg
Corporation of America Trust Shares as directed by the holders of
the Special Common Stock Shares; and (iv) as each Special Common
Stock Share is exchanged for an Iceberg Corporation of America
Share, the corresponding equivalent Iceberg Corporation of
America Trust Share shall be cancelled.

     Put Rights:  The holders of Special Common Stock Shares may
require those shares to be acquired by Iceberg Corporation of
America in exchange for an equal number of Iceberg Corporation of
America Shares.

     The Company shall at all times reserve and keep available
out of its authorized but non-issued common shares the full
number of Common Shares deliverable upon the conversion of all of
the then outstanding Special Common Shares, and shall take all
action and obtain all permits or orders that may be necessary to
enable the Company lawfully to issue common shares upon the
conversion of the Special Common Shares.

Item 5.   Interests of Named Experts and Counsel.

     Dieterich & Associates, the law firm that has prepared this
Registration Statement and an Opinion regarding the
authorization, issuance and fully-paid and non-assessable status
of the securities covered by this Registration Statement, owns no
shares of the Registrant's Common Stock and is not deemed to be
an affiliate of the Registrant or a person or entity associated
with an affiliate of the Registrant.  See Item 8, below.

Item 6.   Indemnification of Directors and Officers.

     Except for acts or omissions which involve intentional
misconduct, fraud or known violation of law or for the payment of
dividends in violation of Nevada Revised Statutes, there shall be
no personal liability of a director or officer to the Company, or
its stockholders for damages for breach of fiduciary duty as a
director or officer.  The Company may indemnify any person for
expenses incurred, including attorneys fees, in connection with
their good faith acts if they reasonably believe such acts are in
and not opposed to the best interests of the Company and for acts
for which the person had no reason to believe his or her conduct
was unlawful.  The Company may indemnify the officers and
directors for expenses incurred in defending a civil or criminal
action, suit or proceeding as they are incurred in advance of the
final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to
repay the amount of such expenses if it is ultimately determined
by a court of competent jurisdiction in which the action or suit
is brought determined that such person is fairly and reasonably
entitled to indemnification for such expenses which the court
deems proper.

Indemnification of Directors, Officers, Employees and Agents

     So far as permitted by the Nevada Business Corporation Act,
the Company may indemnify its directors and officers against
expenses and liabilities they incur to defend, settle or satisfy
any civil or criminal action brought against them on account of
their being or having been Company directors or officers unless,
in any such action, they are adjudged to have acted with gross
negligence or to have engaged in willful misconduct.  Section
78.751(1) of the Nevada Revised Statutes (NRS) authorizes a
Nevada corporation to indemnify any director, officer, employee,
or corporate agent who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the
corporation due to his or her corporate role.  Section 78.751(1)
extends this protection against expenses, including attorney's
fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with the action,
suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

     Section 78.751(2) of the NRS also authorizes indemnification
of the reasonable defense or settlement expenses of a corporate
director, officer, employee or agent who is sued, or is
threatened with a suit, by or in the right of the corporation.
The party must have been acting in good faith and with the
reasonable belief that his of her actions were not opposed to the
corporation's best interests.  Unless the court rules that the
party is reasonably entitled to indemnification, the party
seeking indemnification must not have been found liable to the
corporation.

     To the extent that a corporate director, officer, employee,
or agent is successful on the merits or otherwise in defending
any action or proceeding referred to in Section 78.751(1) or
78.751(2), Section 78.751(3) of the NRS requires that he or she
be indemnified against expenses, including attorneys fees,
actually and reasonably incurred by him in connection with the
defense.

     Section 78.751(4) of the NRS limits indemnification under
Section 78.751(1) and 78.751(2) to situations in which either (i)
the stockholders; (ii) the majority of a disinterested quorum of
directors; or (iii) independent legal counsel determine that
indemnification is proper under the circumstances.

     Pursuant to Section 78.175(5) of the NRS, the corporation
may advance an officer's or director's expenses incurred in
defending any action or proceeding upon receipt of an
undertaking.  Section 78.751(6)(a) provides that the rights to
indemnification and advancement of expenses shall not be deemed
exclusive of any other rights under any bylaw, agreement,
stockholder vote or vote of disinterested directors.  Section
78.751(6)(b) extends the rights to indemnification and
advancement of expenses to former directors, officers, employees
and agents, as well as their heirs, executors, and
administrators.

     Regardless of whether a director, officer, employee or agent
has the right to indemnity, Section 78.752 allows the corporation
to purchase and maintain insurance on his or her behalf against
liability resulting from his or her corporate role.

     Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to officers, directors or persons
controlling the Company pursuant to the foregoing, the Company
has been informed that in the opinion of the U.S. Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore
unenforceable.

Item 7.   Exemption From Registration Claimed.

     None.

Item 8.   Exhibits

Exhibit
Number         Description
----------     ----------------------------------

 5             Opinion regarding legality from Dieterich &
               Associates

23.1           Consent of Dieterich & Associates

23.2           Consent of Deloitte & Touche LLP

99.1           Stock Option Plan

Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes:

     (a) (1) To file, during any period in which offers or sales
     are being made, a post-effective amendment to this
     Registration Statement:

          (i) To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933 (the "1933
          Act");

          (ii) To reflect in the prospectus any facts or events
          arising after the effective date of the Registration
          Statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate,
          represent a fundamental change in the information set
          forth in the Registration Statement; and

          (iii) To include any additional or changed material
          information with respect to the plan of distribution
          not previously disclosed in the Registration Statement
          or any material change to such information in the
          Registration Statement; provided, however, only to the
          extent required by the general rules and regulations of
          the Commission. (2) That, for the purpose of
          determining any liability under the 1933 Act, each such
          post-effective amendment shall be deemed to be a new
          Registration Statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof. (3) To remove from registration by
          means of a post-effective amendment any of the
          securities being registered which remain unsold at the
          termination of the offering.

     (b) That for purposes of determining any liability under the
     1933 Act, each filing of the Registrant's annual report
     pursuant to Section 13(a) or Section 15(d) of the Exchange
     Act (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d) of
     the Exchange Act) that is incorporated by reference in the
     Registration Statement shall be deemed to be a new
     Registration Statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering
     thereof.

     (c) Insofar as indemnification for liabilities arising under
     the 1933 Act, as amended, may be permitted to directors,
     executive officers and controlling persons of the Registrant
     as outlined above or otherwise, the Registrant has been
     advised that in the opinion of the Commission, such
     indemnification is against public policy as expressed in the
     1933 Act and is, therefore, unenforceable.  In the event
     that a claim for indemnification against such liabilities
     (other than the payment by the Registrant of expenses
     incurred or paid by a director, executive officer or
     controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted by
     such director, executive officer or controlling person in
     connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the
     matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question of whether
     such indemnification by it is against public policy as
     expressed in the 1933 Act and will be governed by the final
     adjudication of such issue.

                            SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city
of St. John's, Province of Newfoundland, on April 20, 2000.

                  ICEBERG CORPORATION OF AMERICA
                           (Registrant)

Date: April 20, 2000          By: /s/ Paul Benson
                                 Paul Benson,
                                 President & Director

Date: April 20, 2000          By: /s/ Ron Stamp
                                 Ron Stamp,
                                 Vice President & Director

Date: April 20, 2000          By: /s/ Lewis Stoyles
                                 Lewis Stoyles,
                                 Vice President & Director

Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit
plan) have duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the city of St. John's, Province of Newfoundland, on April 20,
2000.

         ICEBERG CORPORATION OF AMERICA STOCK OPTION PLAN
                       (Registrant's Plan)

Date: April 20, 2000          By: /s/ Paul Benson
                                 Paul Benson,
                                 President & Director

Date: April 20, 2000          By: /s/ Ron Stamp
                                 Ron Stamp,
                                 Vice President & Director

Date: April 20, 2000          By: /s/ Lewis Stoyles
                                 Lewis Stoyles,
                                 Vice President & Director
EXHIBIT 5           OPINION REGARDING LEGALITY

              [Letterhead of Dieterich & Associates}

April 20, 2000

Iceberg Corporation of America
16 Forest Road, Suite 200
St. John's, Newfoundland, Canada A1B 3N4

     Re:  Opinion concerning the legality of the securities to be
          issued pursuant to the Registration Statement on Form
          S-8 to be filed by Iceberg Corporation of America, a
          Nevada corporation

Board of Directors:

     As counsel for Iceberg Corporation of America, a Nevada
corporation (the "Company"), and in connection with the issuance
of up to 930,000 shares of the Company's $0.0001 par value Common
Stock pursuant to a Company Stock Option Plan (the "Plan" and
collectively, the "Securities"), we have been asked to render an
opinion as to the legality of these Securities, which are to be
covered by a Registration Statement to be filed by the Company on
Form S-8 of the Securities and Exchange Commission (the
"Commission"), and as to which this opinion is to be filed as an
exhibit.

     As you are aware, no services to be performed and billed to
you which are in any way related to a "capital raising"
transaction may be paid by the issuance of Securities pursuant to
the Plan.

     You are also aware that we do not own any shares of the
Company's Common Stock; and that we have no interest in any of
the Securities covered hereby.

     In connection with rendering our opinion, which is set forth
below, we have reviewed and examined originals or copies of the
following documents, to-wit:

     1.  Articles of Incorporation and all amendments thereto;

     2.  Bylaws;

     3.  10-SB Registration Statement, as amended, filed with the
Commission on or about November 12, 1999;

     4.  10-QSB Quarterly Reports and 8-K Current Reports for the
past twelve months;

     5.  Company Stock Option Plan; and

     6.  Unanimous Consents of the Board of Directors adopting
the Stock Option Plan, designating the name of the Plan and the
name, address and telephone number of the Plan's Agent.

     We have also examined various other documents, books,
records, instruments and certificates of public officials,
directors, executive officers and agents of the Company, and have
made such investigations as we have deemed reasonable, necessary
or prudent under the circumstances.  Also, in rendering this
opinion, we have reviewed various statutes and judicial
precedents as we have deemed relevant or necessary.

     Further, as counsel for the Company, we have discussed the
items relied upon in rendering this opinion and the documents we
have examined with one or more directors and executive officers
of the Company, and in all instances, we have assumed the
genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as
originals, the conformity with the original documents of all
documents submitted to us as certified or photostatic copies and
the authenticity of the originals of such copies.  We have
further assumed that the recipients of these Securities under the
Plan will have paid the consideration required under the terms of
the Plan prior to the issuance of the Securities, and that none
of the services performed by the recipients shall be related to
"capital raising" transactions.

     We have also been advised that the Company has provided the
individual participants in the Plan with a copy of the documents
enumerated in paragraphs 3 through 6, inclusive, above.

     Based upon the foregoing and in reliance thereon, it is our
opinion that, subject to the limitations set forth in the Plan,
the Securities to be issued pursuant to the Plan will, upon their
issuance and delivery to the recipients thereof, after receipt of
full payment therefor, be deemed duly and validly authorized,
legally issued and fully paid and non-assessable under the Nevada
Revised Statues.

     This opinion is expressly limited in scope to the Securities
described herein and which are to be expressly covered by the
above-referenced Registration Statement and does not cover any
subsequent issuances of any securities to be made in the future
pursuant to any other plans, if any, pertaining to services
performed in the future.  Any such transactions are required to
be included in a new Registration Statement or a post-effective
amendment to the above referenced Registration Statement, which
will be required to include a revised or a new opinion concerning
the legality of the Securities to be issued.

     Further, this opinion is limited to the corporate laws of
the State of Nevada and the securities laws, rules and
regulations of the United States, and we express no opinion with
respect to the laws of any other jurisdiction.

     We hereby consent to the filing of this opinion with the
Commission as an exhibit to the above-referenced Registration
Statement and with such state regulatory agencies in such states
as may require such filing in connection with the registration of
the Registered Securities for offer and sale in such states;
however, this opinion is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our prior
written consent.

     This opinion is based upon our knowledge of the law and
facts as of the date hereof, and we assume no duty to communicate
with you with respect to any matter which may hereafter come to
our attention.

                                   Very truly yours,

                                   DIETERICH & ASSOCIATES

                                   /s/ Christopher H. Dieterich
                                   Christopher H. Dieterich
                                   Counsel to Iceberg Corporation
                                   of America
EXHIBIT 23.1    CONSENT OF DIETERICH & ASSOCIATES

              [Letterhead of Dieterich & Associates}

April 20, 2000

U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549

     Re:  Consent to be named in the S-8 Registration Statement
          of Iceberg Corporation of America, a Nevada corporation
          (the "Company"), SEC File No. 0-28051, covering the
          registration and issuance of 930,000 shares of Common
          Stock pursuant to the Company's Stock Option Plan

Dear Sirs or Madams:

     We hereby consent to the incorporation in this Registration
Statement of Iceberg Corporation of America on Form S-8 of our
opinion letter dated April 20, 2000.

                                   DIETERICH & ASSOCIATES

                                   /s/ Christopher H. Dieterich
                                   Christopher H. Dieterich
                                   Counsel to Iceberg Corporation
                                   of America
EXHIBIT 23.2     CONSENT OF DELOITTE & TOUCHE LLP

                [DELOITTE & TOUCHE LLP LETTERHEAD]

                  INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of Iceberg Corporation of America on Form S-8 of our
report dated October 26, 1999, appearing in Form 10-SB of Iceberg
Corporation of America for the six months ended June 30, 1999,
for each of the years ended December 31, 1998 and 1997, and for
the period from July 22, 1996 (inception) to June 30, 1999 and to
the reference to us under the heading "Experts" in the Form 10-
SB, which is part of this Registration Statement.

                                        /s/
St. John's, Newfoundland, Canada        DELOITTE & TOUCHE LLP
April 14, 2000
EXHIBIT 99          COMPANY STOCK OPTION PLAN

                        STOCK OPTION PLAN

1.   Purpose

     A Stock Option Plan (herein called the "Plan") for Iceberg
Corporation of America (the "Corporation" or the "Company") is
hereby established with the intent of advancing the interests of
the Corporation by encouraging and enabling the acquisition of an
equity interest in the Corporation to certain officers and key
management personnel of a caliber required to ensure the
Company's continued success (the "Participants"), pursuant to the
terms of this Plan.

2.   Shares subject to Plan

     (a)  The total number of authorized but unissued shares
          allocated to and made available to be granted to
          Participants under the Plan shall not exceed 10% of the
          common shares, as such may from time to time be issued
          and outstanding in the capital stock of the Corporation
          as the same is presently constituted, and the aggregate
          number of common shares which may be issued under the
          Plan to any one particular Participant under the Plan
          shall not exceed 50% of the said aggregate number of
          common shares allocated to and made available for the
          Plan.

     (b)  Except as provided in paragraph 9 hereof or by the laws
          of descent and distribution, the rights of any
          Participant under the Plan are personal to the said
          Participant and are not assignable.

3.   Administration

     (i)  The Board of Directors shall appoint an option
          committee (hereinafter call the "Committee"), to
          administer the Plan, which Committee shall consist of
          not less then three nor more than five members of the
          Board, to serve at the pleasure of the Board.  The
          Committee shall have full power and authority to
          construe, interpret, and administer the Plan and may
          from time to time adopt such rules and regulations for
          carrying out this Plan as it may deem proper and in the
          best interests of the Company.  Subject to the terms,
          provisions, and conditions of the Plan, the Committee
          shall have exclusive jurisdiction (i) to select the key
          employees to whom options shall be granted, (ii) to
          determine the number of shares subject to each option,
          (iii) to determine the time or times when options will
          be granted, (iv) to determine the option price of the
          shares, (v) to fix such other provisions of the option
          agreement as the Committee may deem necessary or
          desirable consistent with the terms of this Plan, and
          (vi) to determine all other questions relating to the
          administration of the Plan.  The interpretation of any
          provisions of this Plan by the Committee shall be
          final, conclusive and binding upon all persons, and the
          Board of Directors shall place into effect the
          determinations of the Committee,

     (ii) The Corporation shall pay all costs of administering
          the Plan.

4.   Eligibility

     Key employees of the Company, its parent and any of its
subsidiaries, including officers and directors, shall be eligible
to receive options.  The fact that any employee has been granted
an option under this Plan shall not in any way affect or qualify
the right of the employer to terminate his employment at any
time.  Nothing contained in this Plan shall be construed to limit
the right of the Company to grant options otherwise than under
the Plan for any proper and lawful corporate purpose, including
but not limited to options granted to key employees.  Key
employees to whom options may be granted under the Plan will be
those selected by the Committee from time to time who, in the
sole discretion of the Committee, have contributed in the past or
who may be expected to contribute materially in the future to the
successful performance of the Company.

5.   Option price

     The exercise price of the shares purchased pursuant to stock
options granted hereunder shall be not less than that from time
to time permitted by the applicable regulations and policies of
any stock exchange or exchanges upon which any securities of the
Corporation may from time to time be listed.

6.   Exercise of Options

     (i)       Each option granted hereunder shall be for a term
               not exceeding 10 years and, unless the Board of
               Directors determines otherwise, shall be
               exercisable only after the first anniversary date
               of its grant, subject to the option, and all or
               any part of the shares as to which the option
               shall have become exercisable may be purchased at
               any time, or from time to time thereafter, until
               expiration or termination of the option.

     (ii)      Subject to the provisions of the Plan, the options
               granted hereunder may be exercised from time to
               time by delivery to the Corporation at its head
               office of a written notice of exercise specifying
               the number of shares with respect to which the
               option is being exercised and accompanied by
               payment in full of the purchase price of the
               shares then being purchased by way of cash or
               certified cheque in favour of the Corporation.
               Such notice shall contain the Participant's
               undertaking to comply, to the satisfaction of the
               Corporation and its counsel, with all applicable
               requirements of any stock exchange or exchanges
               upon which any securities of the Corporation are
               from time to time listed and any applicable
               regulatory authority or authorities.

     (iii)     Notwithstanding the foregoing, upon the making of
               an Offer, options shall become immediately
               exercisable in respect of any and all shares
               covered thereby in respect of which the
               Participant has not exercised such Participant's
               right to acquire under the option.  For the
               purposes hereof, "Offer" means an offer made
               generally to the holders of the Corporation's
               voting securities in one or more jurisdictions to
               purchase directly or indirectly voting securities
               of the Corporation where the voting securities
               which are the subject of the offer to purchase,
               together with the offeror's  then presently-owned
               securities, will in the aggregate exceed 20% of
               the outstanding voting securities of the
               Corporation and where two or more persons or
               companies make offers jointly or in concert or
               intending to exercise jointly or in concert any
               voting rights attaching to the securities to be
               acquired, then the securities owned by each of
               them shall be included in the calculation of the
               percentage of the outstanding voting securities of
               the Corporation owned by each of them.

7.   Ten-percent owners

Notwithstanding the provisions of paragraphs 5 and 6, above, the
following terms and conditions shall apply to options granted
hereunder to a "10-percent  owner".  For this purpose, a "10-
percent owner" shall mean an optionee who, at the time the option
is granted, owns stock possessing more than 10 percent of the
total combined voting power of all classes of stock of the
Company or of any subsidiary thereof.  With respect to a 10-
percent owner:

     (a)  the price at which shares of stock may be purchased
          under an option granted pursuant to this Plan shall be
          not less than 110 percent of the fair market value
          thereof, said fair market value being determined in the
          manner described at paragraph 5, above; and

     (b)  the period during which any such option may be
          exercised, to be fixed by the Committee in the manner
          described at paragraph 6, above, shall expire not later
          than five years from the date the option is granted.

8.   Option Agreements

     (a)  Each option under the Plan shall be evidenced by an
          option agreement in substantially the form annexed
          hereto as Schedule "A" prior to the grant of any stock
          option to a Participant becoming effective, which shall
          be signed by an officer or the Company and by the
          employee and which shall contain such provisions as may
          be approved by the Committee (as defined in Section 3).

     (b)  The option agreements shall constitute binding
          contracts between the Company and the optionee, and
          every optionee, upon acceptance of such option
          agreement, shall be bound by the terms and restrictions
          of this Plan and the option agreement.

     (c)  The terms of the option agreement shall be in
          accordance with this Plan, but may include additional
          provisions and restrictions, provided that the same are
          not inconsistent with the Plan.

9.   Termination of Employment

     (i)       In the event of the physical or mental disability,
               retirement with the consent of the Corporation or
               death of the optionee on or prior to the expiry
               date while engaged as a key employee or director
               or officer of the Corporation, any option granted
               hereunder may be exercised up to the full amount
               of the optioned shares by the legal personal
               representative(s) of the Participant at any time
               up to and including eighteen months following the
               physical or mental disability, retirement or death
               of the Participant after which date the option
               shall forthwith expire and terminate and be of no
               further force or effect whatsoever.

     (ii)      For greater certainty, any Participant who is
               deemed to be an employee of the Corporation
               pursuant to any medical or disability plan of the
               Corporation shall be deemed to be an employee for
               the purposes of the Plan.

     (iii)     In the event the Participant's employment by or
               engagement with (as a director or otherwise) the
               Corporation is terminated by the Corporation or
               the Participant for any reason other than the
               Participant's physical or mental disability,
               retirement with the consent of the Corporation or
               death before exercise of any options granted
               hereunder, the option granted hereunder shall be
               exercisable by the Participant at the earlier of
               the expiration date of the option or within 90
               days from the date of such termination to exercise
               only that portion of the option that such
               Participant is otherwise entitled to exercise at
               that time and thereafter such Participant's option
               shall expire and all rights to purchase shares
               hereunder shall cease and expire and be of no
               further force or effect.  Options shall not be
               affected by any change of employment so long as
               the Participant continues to be employed by the
               Corporation or any of its subsidiaries or
               continues to be a director or officer of one of
               the foregoing.

10.  Capital adjustments affecting stock

     (i)       Subject to any required action by its
               shareholders, if the Corporation shall be a party
               to any reorganization, merger, dissolution or sale
               or lease of all or substantially all its assets,
               whether or not the Corporation is the surviving
               entity, the option shall be adjusted so as to
               apply to the securities to which the holder of the
               number of shares of capital stock of the
               Corporation subject to the option would have been
               entitled by reason of such reorganization, merger
               or sale or lease of all or substantially all of
               its assets, provided, however, that the
               Corporation may satisfy any obligations to a
               Participant hereunder by paying to the said
               Participant in cash the difference between the
               exercise price of all unexercised options granted
               hereunder and the fair market value of the
               securities to which the Participant would be
               entitled upon exercise of all unexercised
               options, regardless of whether all conditions of
               exercise relating to continuous employment have
               been satisfied.  Adjustments under this paragraph
               or any determinations as to the fair market value
               of any securities shall be made by the Board of
               Directors, or any committee thereof specifically
               designated by the Board of Directors to be
               responsible therefor, and any reasonable
               determination made by the said Board or committee
               thereof shall be binding and conclusive.

     (ii)      In the event of any subdivision or subdivisions of
               the common shares of the Corporation as said
               common shares were constituted at the time any
               options granted hereunder were granted into a
               greater number of common shares, the Corporation
               will thereafter deliver at the time of exercise
               thereof in addition to the number of shares in
               respect of which the option is then being
               exercised, such additional number of shares as
               result from such subdivision or subdivisions of
               the shares for which the option is being exercised
               without the Participant exercising the option
               making any additional payment or giving any other
               consideration therefor.

     (iii)     In the event of any consolidation or
               consolidations of the common shares of the
               Corporation as said common shares were constituted
               at the time any options granted hereunder were
               granted into a lesser number of common shares, the
               Participant shall accept, at the time of the
               exercise thereof in lieu of the number of shares
               in respect of which the option is then being
               exercised, the lesser number of shares as result
               from such consolidation or consolidations of the
               shares for which the option is being exercised.

     (iv)      In the event of any change of the common shares of
               the Corporation as said common shares were
               constituted at the time any options granted
               hereunder were granted the Corporation shall
               thereafter deliver at the time of the exercise
               thereof the number of shares of the appropriate
               class resulting from the said change as the
               Participant exercising the option would have been
               entitled to receive in respect of the number of
               shares so purchased had the option been exercised
               before such change,

     (v)       If the Corporation at any time while any options
               granted hereunder are outstanding shall pay any
               stock dividend or stock dividends upon the shares
               of the Corporation in respect of which any options
               were granted hereunder, the Corporation will
               thereafter deliver at the time of exercise thereof
               in addition to the number of shares in respect of
               which the option is then being exercised, the
               additional number of shares of the appropriate
               class as would have been payable on the shares so
               purchased if they had been outstanding on the
               record date for the payment of said stock dividend
               or dividends.

     (vi)      If at any time the Corporation grants to the
               holders of its capital stock rights to subscribe
               for and purchase pro rata  additional securities
               of the Corporation or of any other corporation or
               entity, there shall be no adjustments made to the
               number of shares or other securities subject to
               the option in consequence thereof and the said
               stock option of the Participant shall remain
               unaffected.

11.  Stock Appreciation Rights

     (i)       Any stock option granted under the Plan may
               include a stock appreciation right, either at the
               time of grant or by amendment adding it to an
               existing stock option; subject, however, to the
               grant of such stock appreciation right being in
               compliance with the applicable regulations and
               policies of any stock exchange or exchange upon
               which any securities of the Corporation may from
               time to time be listed.  The provisions of the
               Plan respecting the exercise of stock options and
               the adjustments to options arising from certain
               corporate actions shall apply mutatis mutandis to
               all stock appreciation rights granted hereunder.

     (ii)      Stock appreciation rights granted hereunder are
               exercisable to the extent, and  only to the
               extent, the option to which it is included is
               exercisable.  To the extent a stock appreciation
               right included in or attached to an option granted
               hereunder is exercised, the option to which it is
               included or attached shall be deemed to have been
               exercised to a similar extent.

     (iii)     A stock appreciation right granted hereunder shall
               entitle the Participant to elect to surrender to
               the Corporation unexercised the option in which it
               is included, or any portion thereof, and to
               receive from the Corporation in exchange therefor
               that number of shares, disregarding fractions,
               having an aggregate value equal to the excess of
               the value of one share over the purchase price per
               share specified in such option, times the number
               of shares called for by the option, or portion
               thereof, which is so surrendered.  The value of a
               share shall be determined for these purposes by
               the weighted average sale price per share on the
               stock exchange or other publicly quoted market
               system having the greatest volume of trading of
               the shares of the Corporation.

     (iv)      Subject to the provisions of the Plan, a stock
               appreciation right granted hereunder may be
               exercised from time to time by delivering to the
               Corporation at its head office a written notice of
               exercise, which notice shall specify the number of
               stock appreciation rights to be exercised and
               options to be forfeited and the number of shares
               the Participant elects to receive thereby.  Such
               notice shall contain the Participant's undertaking
               to comply, to the satisfaction of the Corporation
               and its counsel, with all applicable requirements
               of any stock exchange or exchanges upon which any
               securities of the Corporation are listed for
               trading and any other applicable regulatory
               authority.

12.  Other terms and conditions

     The Corporation shall not be obligated to issue fractional
shares in satisfaction of any of its obligations hereunder.

     Any option granted hereunder shall contain such other and
additional terms, not inconsistent with the terms of this Plan,
which are deemed necessary or desirable by the Committee, which
such terms, together with the terms of this Plan, shall
constitute such option as an "Incentive Stock option" within the
meaning of Section 422 of the 1986 Internal Revenue Code and
lawful regulations thereunder.

13.  Amendments, suspension or termination

     The Board of Directors of the Company shall have the right,
at any time, to amend, suspend or terminate the Plan in any
respect which it may deem to be in the best interests of the
Company, provided, however, no amendments shall be made in the
Plan without the approval of the stockholders of the Company
which:

     (a)  Increase the total number of shares for which options
          may be granted under this Plan for all key employees or
          for any one of them except as provided in Section 12;

     (b)  Change the minimum purchase price for the optioned
          shares, except as provided in Section 12;

     (c)  Affect outstanding options or any unexercised rights
          thereunder, except as provided in Section 6;

     (d)  Extend the termination date of the Plan.

14.  Effective date, term and approval

     Having been approved by the Board of Directors of the
Company at a meeting held on November 4, 1999, and subject to the
approval of the stockholders of the Company at the next Annual
Meeting, the Plan shall take effect immediately.  This Plan will
terminate on December 31, 2009, and no options may be granted
under the Plan after that date, unless an earlier termination
date after which no options may be granted under the Plan is
fixed by action of the Board of Directors, but any option granted
prior thereto may be exercised in accordance with its terms.  The
Plan and all options granted pursuant to it are subject to all
laws, approvals, requirements and regulations of any governmental
authority which may be applicable thereto and, notwithstanding
any provisions of the Plan or option agreement, the holder of an
option shall not be entitled to exercise his option nor shall the
Company be obligated to issue any shares to the holder if such
exercise or issuance shall constitute a violation by the holder
or the Company of any provisions of any such approval
requirements, law or regulation.
Schedule "A"

                      Stock Option Agreement

THIS AGREEMENT made the __ day of ____________, 200_, between,
Iceberg Corporation of America, a corporation incorporated under
the laws of Nevada (the "Corporation") and ______________________
(the "Optionee").  The parties agree as follows:

     1.   Pursuant to the Stock Option Plan of the Corporation
established by the directors of the Corporation on November 4,
1999, the Corporation hereby grants to the Optionee the
irrevocable option to purchase up to ________ common shares (the
"Shares") in the capital stock of the Corporation, as presently
constituted, for cash, at a price of $______ per Share, upon the
following terms and conditions:

     (a)  The option shall be non-exercisable until ___________,
          200_.  On ___________,200_, and on each subsequent
          _____ to and including ___________, 200_, the option
          shall become exercisable with respect to ____ % of the
          total number of Shares (computed in each case to the
          nearest full share), and all or any part of the Shares
          as to which the option shall have become exercisable
          may be purchased at any time, or from time to time,
          thereafter, until expiration or termination of the
          option.  The option may only be exercised by the
          Optionee, or by the person or persons entitled to
          exercise the same pursuant to the provisions of
          subparagraph (d) below, on or prior to December 31,
          2009, by the delivery to the Corporation at its head
          office of written notice of election to exercise the
          same, specifying the number of Shares with respect to
          which the option is being exercised and accompanied by
          payment in full of the purchase price of the Shares
          then purchased by way of cash or certified cheque in
          favour of the Corporation.  Such notice shall
          constitute the Optionee's acknowledgment of and
          undertaking to comply to the satisfaction of the
          Corporation and its counsel, with all applicable
          requirements of any stock exchange or exchanges upon
          which any securities of the Corporation may from time
          to time be listed and of any applicable regulatory
          authority or authorities.  Such requirements may
          include the placement of legends on share certificates
          restricting transfer of such Shares, the making of
          representations by the Optionee that the Optionee is
          acquiring such Shares for investment and not with a
          view to distribution, the filing of any required
          information or statements with the aforesaid
          authorities and the making of arrangements with the
          Optionee's employer to withhold income taxes which may
          become payable under the Optionee's exercise of an
          option under this Agreement.  Concurrently with its
          receipt of any such notice and payment, the Corporation
          shall deliver, or cause to be delivered, to the
          Optionee a certificate representing the Shares
          purchased by the Optionee.  The Corporation may at its
          election require that this Agreement be presented for
          appropriate endorsement upon any such exercise.

     Notwithstanding the foregoing, upon the making of an Offer,
options shall become immediately exercisable in respect of any
and all Shares covered thereby in respect of which the Optionee
has not exercised such Optionees right to acquire under the
option.  For the purposes of this subparagraph, "Offer" means an
offer made generally to the holders of the Corporation's voting
securities in one or more jurisdictions to purchase directly or
indirectly voting securities of the Corporation where the voting
securities which are the subject of the offer to purchase
together with the offeror's then presently owned securities will
in the aggregate exceed 20% of the outstanding voting securities
of the Corporation and where two or more persons or companies
make offers jointly or in concert or intending to exercise
jointly or in concert any voting rights attaching to the
securities to be acquired, then the securities owned by each of
them shall be included in the calculation of the percentage of
the outstanding voting securities of the Corporation owned by
each of them

     (b)  The option shall be non-assignable and nontransferable
          by the Optionee otherwise than by will or the laws of
          descent and distribution or as contemplated in
          subparagraph (d) hereof.

     (c)  The option shall expire and all rights to purchase
          Shares hereunder shall cease and become null and void
          at 5:00 p.m. EST time on December 31, 2009, and the
          option hereby granted shall expire and all rights
          hereunder shall cease at such time or upon the
          happening of certain events as hereinafter provided.

     (d)  In the event of the physical or mental disability,
          retirement with the consent of the Corporation or death
          of the Optionee on or prior to the expiry date while
          engaged as an employee, or director or officer of the
          Corporation, the option granted may be exercised, up to
          the full amount of the optioned Shares by the Optionee
          or the legal personal representative(s) of the
          Optionee, as the case may be, at any time up to and
          including eighteen months following the physical or
          mental disability, retirement or death of the Optionee
          after which date the option shall forthwith expire and
          terminate and be of no further force or effect
          whatsoever.

     For greater certainty, any Optionee who is deemed to be an
employee of the Corporation pursuant to any medical or disability
plan of the Corporation shall be deemed to be an employee for the
purposes of the Plan.

     (e)  In the event the Optionee's employment by or engagement
          with the Corporation is terminated by the Corporation
          or the Optionee for any reason other than the
          Optionee's physical or mental disability, retirement or
          death before exercise of the option contained herein,
          the Optionee shall have 90 days from the date of such
          termination to exercise only that portion of the option
          such Optionee is otherwise entitled to exercise at that
          point of time and thereafter this option shall expire
          and all rights to purchase Shares hereunder shall cease
          and expire and be of no further force or effect.
          Options shall not be affected by any change of
          employment so long as the Optionee continues to be
          employed by the Corporation or one of its subsidiaries
          or continues to be a director or an officer of one of
          the foregoing.

     (f)  If the Corporation shall be a party to any
          reorganization, merger, dissolution or sale of all or
          substantially all of its assets, whether or not the
          Corporation is the surviving entity, the option shall
          be adjusted so as to apply to the securities to which
          the holder of the number of Shares of the Corporation
          subject to the option would have been entitled by
          reason of such reorganization, merger, dissolution or
          sale of all or substantially all of its assets
          provided, however, that the Corporation may satisfy any
          obligations to the Optionee hereunder by paying to the
          Optionee in cash the difference between the exercise
          price of all unexercised options granted hereunder and
          the fair market value of the securities to which the
          Optionee would be entitled, upon exercise of all
          unexercised options, regardless of whether all
          conditions of exercise relating to continuous
          employment have been satisfied.  Adjustments under this
          subparagraph or any determinations as to the fair
          market value of any securities shall be made by the
          Board of Directors of the Corporation, or any committee
          thereof specifically designated by the Board of
          Directors to be responsible therefor, and any
          reasonable determination made by the said Board or
          committee thereof shall be binding and conclusive.

     (g)  In the event of any subdivision or subdivisions of the
          common shares of the Corporation as said common shares
          were constituted at the time any options granted
          hereunder were granted into a greater number of common
          shares, the Corporation will thereafter deliver at the
          time of exercise thereof in addition to the number of
          Shares in respect of which the option is then being
          exercised, such additional number of Shares as result
          from such subdivision or subdivisions without the
          Optionee exercising the option being obligated to make
          any additional payment or giving any other
          consideration therefor.

     (h)  In the event of any consolidation or consolidations of
          the common shares of the Corporation as said common
          shares were constituted at the time any options granted
          hereunder were granted into a lesser number of common
          shares, the Optionee shall accept, at the time of the
          exercise thereof in lieu of the number of Shares in
          respect of which the option is then being exercised,
          the lesser number of Shares as result from such
          consolidation or consolidations.

     (i)  In the event of any change of the common shares of the
          Corporation as said common shares were constituted at
          the time any options granted hereunder were granted,
          the Corporation shall thereafter deliver at the time of
          the exercise thereof the number of shares of the
          appropriate class resulting from the said change as the
          Optionee exercising the option would have been entitled
          to receive in respect of the number of shares so
          purchased had the option been exercised before such
          change.

     (j)  If the Corporation at any time while any options
          granted hereunder are outstanding shall pay any stock
          dividend or stock dividends upon the shares of the
          Corporation in respect of which any options were
          granted hereunder, the Corporation will thereafter
          deliver at the time of exercise thereof in addition to
          the number of shares in respect of which the option is
          then being exercised, the additional number of shares
          of the appropriate class as would have been payable on
          the shares so purchased if they had been outstanding on
          the record date for the payment of said stock dividend
          or dividends.

     (k)  The Corporation shall not be obligated to issue
          fractional Shares in satisfaction of its obligations
          hereunder.

     (l)  If at any time the Corporation grants to its
          shareholders the right to subscribe for and purchase
          pro rata additional securities of the Corporation or of
          any other corporation or entity, there shall be no
          adjustments made to the number of Shares or other
          securities subject to the option in consequence thereof
          and the said option of the Optionee shall remain
          unaffected.

     2.   Nothing in this Agreement shall confer upon the
Optionee any right to continue in the employ of the Corporation
or its subsidiaries and nothing herein contained shall interfere
in any way with the right of the Corporation or any of its
subsidiaries to terminate the employment of the Optionee at any
time.

     3.   The Corporation hereby represents to and agrees with
the Optionee that if for any reason, other than the failure or
default of the Optionee, the Corporation is unable to issue and
deliver the Shares as contemplated herein to the Optionee upon
the exercise by the Optionee of the option to purchase any of the
Shares covered by this option, the Corporation will pay, in
complete satisfaction of its obligations hereunder, to the
Optionee in cash, an amount equal to the difference between the
option exercise price and the fair market value of such Shares on
the date that the Optionee gave notice of such exercise in
accordance with paragraph 1(a) hereof.  For the purposes of this
Agreement, if the Shares subject to this option are traded on a
stock exchange or exchanges, the fair market value shall be the
closing sale price on the exchange having the greatest volume of
trading on the last trading day immediately prior to the date
such notice is given.

     4.   The Optionee hereby acknowledges receipt from the
Corporation of a copy of the Stock Option Plan.  The Optionee
acknowledges that upon any conflict between the terms of said
Plan and this option agreement the terms of this Agreement shall
prevail.

DATED this ___ day of ___________, 200_.

                         ICEBERG CORPORATION OF AMERICA

                         By: ________________________________
                                                  , President

                                                       c/s

                         By: ________________________________
                                                  , Secretary

WITNESS:                      )
                              )
                              )
                              )
______________________________) ___________________________ l/s
                              Optionee
Schedule "B"

                       Option Exercise Form

     The undersigned Optionee (or the Optionee's legal
representative(s) permitted under the Plan) hereby irrevocably
elects to exercise this Option for the number and class of Shares
(or other property or securities subject thereto) as set forth
below:

     (a)  Number of Shares to be Acquired:        ______________

     (b)  Class of Shares:                   ___________________

     (c)  Option Exercise Price per Share:        $_____________

     (d)  Aggregate Purchase Price [(a) times (c)]:    $________

and hereby tenders a certified cheque or bank draft for such
aggregate purchase price, directing such Shares to be registered
and a certificate therefor to be issued as directed below.

     DATED this ___ day of ______________, 200_.

WITNESS TO EXECUTION          )
                              )
                              )  _____________________
                              )  [Name of Optionee]
                              )
______________________________)
                              )  _____________________
                              )  [Signature of Optionee]
                              )

Direction as to Registration:

________________________________
[Name of Registered Holder]

________________________________
[Address of Registered Holder]