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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
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<TITLE>Stockscape.com Technologies Inc.
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<FONT SIZE=2><P ALIGN="JUSTIFY">&#9;Registration Statement No. ____________</P>
<P ALIGN="JUSTIFY"></P></DIR>
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</FONT><P ALIGN="JUSTIFY"></P>
<FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="CENTER">Washington, DC  20549</P>
<P ALIGN="CENTER"></P>
</FONT><P ALIGN="CENTER"></P>
<FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">FORM S-8</P>
<P ALIGN="CENTER">REGISTRATION STATEMENT</P>
<P ALIGN="CENTER">UNDER</P>
<P ALIGN="CENTER">THE SECURITIES ACT OF 1933, AS AMENDED</P>
<P ALIGN="CENTER"></P>
</FONT><P ALIGN="CENTER"></P>
<FONT SIZE=2>
</FONT><B><FONT SIZE=5><P ALIGN="CENTER">STOCKSCAPE.COM TECHNOLOGIES INC.</P>
</FONT><FONT SIZE=2><P ALIGN="CENTER">(formerly &quot;Cornucopia Resources
Ltd.&quot;)</P>
</B><P ALIGN="CENTER">(Exact name of registrant as specified in its charter)</P>
<P ALIGN="CENTER"></P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=558>
<TR><TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">British Columbia, Canada</FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">N/A</FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">(State or other jurisdiction of incorporation or
organization)</FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">(I.R.S. Employer ID. No.)</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2><P>&#9;&#9;&#9;&#9;</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER"> 355 Burrard St., Suite 540</P>
<P ALIGN="CENTER">Vancouver, British Columbia</P>
<P ALIGN="CENTER">Canada V6V 2G8</P>
<P ALIGN="CENTER">(604) 278-5000</P>
<P ALIGN="CENTER">(Address of Principal Executive Offices)</P>
<P ALIGN="CENTER"></P>
</FONT><P ALIGN="CENTER"></P>
<FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">STOCKSCAPE.COM TECHNOLOGIES INC. STOCK INCENTIVE PLAN</P>
<P ALIGN="CENTER">(Full Title of Plan)</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">John L. Mericle</P>
<P ALIGN="CENTER">Harris, Mericle, Wakayama &amp; Mason, P.L.L.C.</P>
<P ALIGN="CENTER">Suite 3210-999 Third Avenue</P>
<P ALIGN="CENTER">Seattle, Washington 98104</P>
<P ALIGN="CENTER">(206) 621-1818</P>
<P ALIGN="CENTER">(Name, Address and Telephone Number of Agent for Service of
Process)</P>
<P ALIGN="CENTER"></P>
</FONT><P ALIGN="CENTER"></P>
<FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="JUSTIFY">If any of the Securities being registered on this Form S-8
are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box.  <U>  X    </P>
</U><P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">TOTAL OF SEQUENTIALLY NUMBERED PAGES: 14</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">EXHIBIT INDEX ON SEQUENTIALLY NUMBERED PAGE: 5<U> </P>
</U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">CALCULATION OF REGISTRATION FEE</P></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Title of Securities to<U> </U>be
Registered</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Amount to be Registered*</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Proposed Maximum Offering Price Per
Share**</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Proposed Maximum Aggregate Offering
Price**</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Amount of&nbsp;Fee</FONT></TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Common Stock,</P>
<P ALIGN="CENTER">no par value</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">3,000,000</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER"> $1.093</P>
<P ALIGN="CENTER"></FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER"> $3,279,000 </P>
<P ALIGN="CENTER"></FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</P>
<P>$911.56</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY"></P><DIR>
<DIR>

<P ALIGN="JUSTIFY">*&#9;The Stock Option and Purchase Plan (the "Plan")
authorizes the directors to fix the maximum number of shares of the
Company&#180s common stock, no par value ("Common Stock") to be issued under the
plan.  The directors have fixed 3,000,000 shares as the maximum number to be
issued under the Plan, all of which are being registered hereunder. As of July
30 1999, of the 3,000,000 shares authorized for issuance under the Plan, options
to purchase 1,240,000 shares have been granted under the Plan; none have been
issued pursuant to the exercise of options granted under the Plan; and a total
of 1,760,000 shares are available for the exercise of options granted under the
Plan in the future.  There are also registered, pursuant to Rule 415, such
additional indeterminate number of shares as may be issued as a result of the
anti-dilution provision of the Plan.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">**&#9;Estimated solely for the purposes of determining the
registration fee pursuant to Rule 457.  On July 30, 1999, the fair market value
of Stockscape.com Technologies Inc. Common Stock, determined from its closing
price on the Over-the-Counter Bulletin Board was $1.093 per share.  On this
basis, the maximum aggregate offering price for the shares being registered
hereunder is $3,279,000, and this is the basis for computing the filing fee in
accordance with Rule 457(h) and at a rate of the aggregate offering price
multiplied by .000278.</P>
<P ALIGN="JUSTIFY"></P></DIR>
</DIR>

<B><U><P ALIGN="JUSTIFY">Item 3.</U>&#9;INCORPORATION OF DOCUMENTS BY
REFERENCE</P>
</B><P ALIGN="JUSTIFY">The documents listed below are incorporated by reference
in this registration statement.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(a)&#9;The Company&#180s Annual Report on Form 10-K for the
Company&#180s latest fiscal year.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(b)&#9;All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the end of the
fiscal year covered by the Company&#180s document referred to in (a) above.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(c)&#9;The description of the Company&#180s Common Stock
contained in the Company&#180s Registration Statement on Form 10-K (Registration
Number 0-21414) filed with the Securities and Exchange Commission on July 9,
1999, including all amendments and reports for the purpose of updating such
description.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
securities offered have been sold or which de-registers all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.</P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY">Item 5.</U>&#9;INTERESTS OF NAMED EXPERTS AND
COUNSEL</P>
</B><P ALIGN="JUSTIFY">Sargent H. Berner is a partner in the firm of DuMoulin
Black, counsel to the Company, who have provided the legal opinion forming
Exhibit 5 hereto.  Mr. Berner is also a director of the Company and has been
granted a director&#180s stock option under the Plan.</P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY">Item 6.</U>  INDEMNIFICATION OF DIRECTORS AND
OFFICERS</P>
</B><P ALIGN="JUSTIFY">The Articles of the Registrant provide that, subject to
the British Columbia Company Act (the &quot;BCCA&quot;), the Registrant shall
indemnify a director or officer of the Registrant, a former director of officer
of the Registrant or a person who acts or acted at the Registrant&#180s request
as a director or officer of a body corporate of which the Registrant is or was a
shareholder, and his heirs and legal representatives, against all costs, charges
and expenses reasonably incurred by him in respect of certain actions or
proceedings to which he is made a party by reason of his office, if he meets
certain specified standards of conduct and shall also indemnify any such person
in such circumstances as the BCCA or law permits or requires.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Under the BCCA, the Registrant, with court approval, may
indemnify a present or former director or officer or a person who acts or acted
at the Company&#180s request as a director or officer of another corporation of
which the Registrant is or was a shareholder, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect to any civil, criminal or administrative action or proceeding to which
he is made a party by reason of his position with the Registrant and provided
that the director or officer acted honestly and in good faith with a view to the
best interests of the Registrant, and, in the case of a criminal, or
administrative action or proceeding, has reasonable grounds for believing that
his conduct was lawful.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The Registrant maintains Directors&#180 and Officers&#180
Liability Insurance for its Directors and Officers.</P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY">Item 7.</U>&#9;EXEMPTION FROM REGISTRATION CLAIMED</P>
</B><P ALIGN="JUSTIFY">Options have been previously granted pursuant to
Regulation S, Rule 903(b)(1)(iv).</P>
<B><U><P ALIGN="JUSTIFY">Item 8.</U>&#9;EXHIBITS</P></B></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="25%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="JUSTIFY">Exhibit Number</B></FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="JUSTIFY">Exhibit</B></FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">4.1</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Stock Option and Purchase Plan</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">4.2</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Certified Board Resolution</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">5</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Opinion of Counsel</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">24.1</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Consent of Independent Public
Accountants</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">24.2</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Consent of Counsel (included in opinion of
Counsel filed as Exhibit 5 herewith)</FONT></TD>
</TR>
</TABLE>

<B><U><FONT SIZE=2><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Item 9.</U>&#9;UNDERTAKINGS</P>
</B><P>(a)&#9;The undersigned Registrant hereby undertakes:</P>

<P>(1)&#9;To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:</P>

<P>(i)&#9;To include any prospectus required by Section 10(a)(3) of the
Securities Act;</P>

<P>(ii)&#9;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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
change in volume and price represents no more than 20% change in the maximum
aggregate offering price set forth in the &quot;Calculation of Registration
Fee&quot; table in the effective registration statement;</P>

<P>(iii)&#9;To include any 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;</P>

<I><P>provided, however,</I> that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration
statement.</P>

<P>(2)&#9;That for the purpose of determining any liability under the Securities
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 <I>bona fide
</I>offering thereof.</P>

<P>(3)&#9;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.</P>

<P>(b)&#9;The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant&#180s 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&#180s 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
<I>bona fide </I>offering thereof.</P>

<P>(c)&#9;Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, 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 Act and will
be governed by the final adjudication of such issue.</P>
<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="CENTER">Signatures</P>
</B><U><P ALIGN="JUSTIFY">The Registrant</U>.  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 Vancouver, Province
of British Columbia, on this 9th day of August, 1999.</P>
<P ALIGN="JUSTIFY"></P>
<P>STOCKSCAPE.COM TECHNOLOGIES INC.</P>

<P>&nbsp;</P>
<U><P>/s/  Andrew F. B. Milligan</P>
</U><P ALIGN="JUSTIFY">Andrew F.B. Milligan, </P>
<P ALIGN="JUSTIFY">President and Chief Executive Officer</P>
<P ALIGN="JUSTIFY"></P>
<OL TYPE="I">

<B><P ALIGN="CENTER"><LI>Power of Attorney</LI></P></OL>

</B><P ALIGN="JUSTIFY">Each person whose signature appears below constitutes and
appoints<B> </B>Andrew F.B. Milligan his or her attorney-in-fact, with the power
of substitution, for them in any and all capacities, to sign any amendments to
this registration statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue
hereof.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the following persons
in the capacities and on the date indicated.</P>
<P ALIGN="JUSTIFY"></P></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=606>
<TR><TD WIDTH="27%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="JUSTIFY">Signature</U></FONT></TD>
<TD WIDTH="55%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="JUSTIFY">Title</U></FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="JUSTIFY">Date</U></FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/  Andrew F. B. Milligan</P>
</U><P ALIGN="JUSTIFY">Andrew F.B. Milligan</FONT></TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT SIZE=2>
<P>Chairman, President, Chief Executive Officer and Director</P>
<P>(Principal Executive Officer)</P>
</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</P>
<P>August 9, 1999</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="JUSTIFY">/s/  John J. Brown</P>
</U><P ALIGN="JUSTIFY">John J. Brown</FONT></TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT SIZE=2>
<P>Director,</P>
<P>Chief Financial Officer </P>
<P>(Principal Financial Officer and Accounting Officer)</P>
</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>August 13, 1999</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/  A.R.Rule</P>
</U><P>A.R. Rule</P>
</FONT></TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">Authorized U.S. Representative</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2>
<P>August 11, 1999</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="JUSTIFY">/s/  Sargent H. Berner</P>
</U><P ALIGN="JUSTIFY">Sargent H. Berner</P>
<P ALIGN="JUSTIFY"></FONT></TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">Director</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">August 17, 1999</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY"></P></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=607>
<TR><TD WIDTH="28%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="JUSTIFY">EXHIBIT INDEX</B></FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Exhibit Number</B></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="JUSTIFY">Exhibit</B></FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Page</B></FONT></TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">4.1</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Stock Option and Purchase Plan</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">5</FONT></TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">4.2</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Certified Copy of Board Resolution</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11</FONT></TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">5</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Opinion of Counsel</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12</FONT></TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">24.1</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Consent of Independent Public
Accountants</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">14</FONT></TD>
</TR>
<TR><TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">24.2</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Consent of Counsel (included in opinion of
counsel filed as Exhibit 5 herewith)</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2>
<B><P ALIGN="JUSTIFY">Exhibit 4.1</P><DIR>
<DIR>

<P ALIGN="CENTER">STOCKSCAPE.COM  TECHNOLOGIES  INC.</P>
<P ALIGN="CENTER">STOCK INCENTIVE PLAN</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">PART 1 - INTRODUCTION:</P>
<P ALIGN="JUSTIFY">1.01&#9;Purpose:</B>  The purpose of the Stock Incentive Plan
(the "Plan") is to establish a plan to advance the interests of Stockscape.com
Technologies Inc. (the "Company") by encouraging equity participation in the
Company by directors and certain full-time and part-time employees of the
Company or subsidiaries of the Company through acquisition of common shares
without par value in the Company.  The Plan is to consist of a share purchase
plan (the "Share Purchase Plan"), a share option plan (the "Share Option Plan"),
and a share bonus plan (the "Share Bonus Plan").</P>
<B><P ALIGN="JUSTIFY">1.02&#9;Meaning of Shares and Maximum Number of
Shares:</B>  As used in the Plan, "Shares" means common shares without par value
of the Company as constituted on the day following the implementation by the
Company of the share consolidation proposed for approval by the shareholders of
the Company at the Annual and Extraordinary General Meeting of the shareholders
to be held on or about May 19, 1999, subject to Sections 2.09 and 3.11.  Subject
to Section 4.02, the number of Shares available or made available for the Share
Purchase Plan, Share Option Plan and Share Bonus Plan, individually and
collectively, will be determined from time to time by the Board of Directors,
but the aggregate maximum number of Shares which the Company may at any time
reserve for issuance under the Plan to any individual shall not exceed 5% of the
issued and outstanding Shares of the Company at such time.</P>
<B><P ALIGN="JUSTIFY">PART 2 - SHARE PURCHASE PLAN:</P>
<P ALIGN="JUSTIFY">2.01&#9;Participants:</B>  Participants in the Share Purchase
Plan will be full-time or seasonal full-time employees of the Company or any of
its subsidiaries (including employees who are officers thereof, whether or not
directors) who have been continuously employed by the Company or any of its
subsidiaries for at least 12 consecutive months and who have been designated by
the Company as participants in the Share Purchase Plan.  The Board of Directors
shall have the right in its absolute discretion to waive such 12 month period or
refuse any employee or group of employees the right of participation or
continued participation in the Share Purchase Plan.</P>
<B><P ALIGN="JUSTIFY">2.02&#9;Directors&#180 Authority to Establish and
Participants&#180 Right to Elect to Participate in the Share Purchase Plan and
Participant&#180s Contribution:</B>  The Board of Directors of the Company shall
have the authority to implement a Share Purchase Plan for the benefit of
designated Participants.  Any such Participant may elect to contribute money
(the "Participant&#180s Contribution") to the Share Purchase Plan for any 12
month period commencing on any of January l, April l, July 1 or October 1 in any
calendar year (any of which dates is hereinafter called the "Commencement Date")
if the Participant, at least two weeks prior to the Commencement Date, delivers
to the Company a written direction in form and substance satisfactory to the
Company:</P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Authorizing the Company to deduct, or authorizing any
subsidiary of the Company to deduct and remit to the Company, from the
Participant&#180s salary in 12 equal installments the Participant&#180s
Contribution commencing on the Commencement Date; and</LI></P>
<P ALIGN="JUSTIFY"><LI>directing the Company to register a municipal address
specified by the Participant as the Participant&#180s address on the
shareholders&#180 register for any Shares issued to the Participant in
accordance with the Share Purchase Plan.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The Participant&#180s Contribution shall not exceed 10
percent of the Participant&#180s basic annual salary from the Company and/or its
subsidiaries before deductions, exclusive of any overtime pay, bonuses or
allowances of any kind whatsoever (the "Basic Annual Salary") as at the
Commencement Date.  No adjustment shall be made to the Participant&#180s
Contribution until the next 12 month period in which the Participant elects to
participate and then only if a new written direction has been delivered to the
Company for such 12 month period.  The Participant&#180s Contribution shall be
held by the Company in trust for the purposes of the Share Purchase Plan.</P>
<B><P ALIGN="JUSTIFY">2.03&#9;Company&#180s Contribution: </B> Immediately prior
to the date any Shares are issued to a Participant in accordance with Section
2.05, the Company will credit the Participant with and thereafter hold in trust
for the Participant an amount (the "Company&#180s Contribution") equal to:</P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>For the first 12 months after an employee has been
designated as a Participant in the Share Purchase Plan - one-sixth of the
Participant&#180s Contribution then held in trust by the Company; and</LI></P>
<P ALIGN="JUSTIFY"><LI>thereafter - one-third of the Participant&#180s
Contribution then held in trust by the Company.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">2.04&#9;Aggregate Contribution:</B>  The Participant&#180s
Contribution plus the Company&#180s Contribution shall be the "Aggregate
Contribution".  The Company shall not be required to segregate the Aggregate
Contribution from its own corporate funds or to pay interest thereon.</P>
<B><P ALIGN="JUSTIFY">2.05&#9;Issue of Shares:</B>  On March 31, June 30,
September 30 and December 31 in each calendar year the Company will issue to
each Participant fully paid and non-assessable Shares equal in value to the
Aggregate Contribution held in trust on such date by the Company converted into
Shares at the Issue Price on such dates.  If such conversion would otherwise
result in the issue to a Participant of a fraction of a Share the Company will
issue only such whole Shares as are issuable.  "Issue Price" means the simple
average of the high and low trading prices of the Shares for the three months
prior to the date of issue on the stock exchange on which the Shares are then
listed or other securities market having the highest trading volume for the
Shares during such three-month period.  The Company shall hold any unused
balance of the Aggregate Contribution in trust for a Participant until used in
accordance with the Share Purchase Plan.</P>
<B><P ALIGN="JUSTIFY">2.06&#9;Safekeeping and Delivery of Shares:</B>  All
Shares issued to a Participant in accordance with the Share Purchase Plan will
be held in safekeeping by the Company and will be delivered, subject as provided
in the Plan, to such Participant upon the expiry of a period (the "Holding
Period") of six months following the date of issue of such Shares.  If the
Company receives on behalf of a Participant in respect of any Shares so
held:</P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Cash dividends (less any sums required to be withheld
pursuant to applicable income tax legislation);</LI></P>
<P ALIGN="JUSTIFY"><LI>options or rights to purchase additional securities of
the Company or any other Company;</LI></P>
<P ALIGN="JUSTIFY"><LI>any notice of meeting, proxy statement and proxy for any
meeting of holders of Shares of the Company; or</LI></P>
<P ALIGN="JUSTIFY"><LI>other or additional Shares or other securities (issued by
the Company to holders of Shares by way of dividend or otherwise);</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">then the Company shall forward to such Participant at his
last known address according to the records of the Company any of the money or
items listed in Subsections 2.06(a) and (c), and in Subsection 2.06(b) if
allowed by applicable securities laws; and shall hold in safekeeping any
additional securities referred to in Subsection 2.06(d) and shall deliver such
securities to a Participant with delivery of the Shares in respect of which such
additional securities were issued.</P>
<B><P ALIGN="JUSTIFY">2.07&#9;Early Delivery of Shares:</B>  Any Shares issued
to a Participant but held in safekeeping by the Company will be distributed to a
Participant or his estate prior to the expiry of the Holding Period only
upon:</P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>The Participant&#180s retirement in accordance with the
Company&#180s retirement policy, as determined from time to time by the Board of
Directors;</LI></P>
<P ALIGN="JUSTIFY"><LI>the Participant&#180s total disability, as determined in
accordance with the Company&#180s disability policy, as determined from time to
time by the Board of Directors; or</LI></P>
<LI>the Participant&#180s death.</LI></OL>

<B><P ALIGN="JUSTIFY">2.08&#9;Termination of Employment:</B>  If a Participant
shall cease to be employed by the Company or any of its subsidiaries for any
reason or shall receive notice from the Company of the termination of his
employment the Participant shall be deemed to be no longer a Participant in the
Share Purchase Plan; and</P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Any portion of the Participant&#180s Contribution then
held in trust for the Participant shall be paid to the Participant or his
estate, as the case may be;</LI></P>
<P ALIGN="JUSTIFY"><LI>any portion of the Company&#180s Contribution then held
in trust for the Participant shall be paid to the Company; and</LI></P>
<P ALIGN="JUSTIFY"><LI>except as provided in Section 2.07, any Shares then held
in safekeeping for a Participant shall, subject to Section 260 of the Company
Act (British Columbia), be purchased for cancellation by the Company at the
Issue Price thereof or sold at market and an amount equal to the lesser
of:</LI></P></OL>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">(i)&#9;the Participant&#180s Contribution; and</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(ii)&#9;the portion of the proceeds received on any sale of
such Shares equal to:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(A)&#9;six-sevenths of the proceeds if the Shares were issued
within 12 months after the Participant was designated as a Participant in the
Share Purchase Plan; or</P>
<P ALIGN="JUSTIFY">(B)&#9;three-quarters of the proceeds if the Shares were
issued after the Participant&#180s first year of participation in the Share
Purchase Plan;</P></DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">shall be paid to the Participant and the balance shall be
paid to the Company.</P>
<P ALIGN="JUSTIFY"></P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<B><P ALIGN="JUSTIFY">2.09&#9;Amalgamation, Consolidation or Merger:</B>  If the
Company amalgamates, consolidates with or merges with or into another company
each Participant for whom Shares are held in safekeeping will receive on the
date any Shares would otherwise be delivered to the Participant in accordance
with Section 2.06 or 2.07 the securities, property or cash to which the
Participant was entitled on such amalgamation or merger.</P>
<B><P ALIGN="JUSTIFY">PART 3 - SHARE OPTION PLAN:</P>
</B><P ALIGN="JUSTIFY">Options granted pursuant to the Share Option Plan are
either options intended to qualify under Section 422A of the United States
Internal Revenue Code of 1986, as amended ("Qualified Options") or options
designated by the Company that do not so qualify ("Non-Qualified Options").
Qualified Options and Non-Qualified Options are hereafter collectively referred
to as "options".</P>
<B><P ALIGN="JUSTIFY">3.01&#9;Eligibility:&#9;</B>Participants in the Share
Option Plan will be individuals who are:</P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Full-time, seasonal full-time or part-time employees of
the Company or any of its subsidiaries (including employees who are officers
thereof, whether or not directors) who, by the nature of their jobs, are, in the
opinion of the Board of Directors, in a position to contribute to the success of
the Company or any of its subsidiaries or who, by virtue of their length of
service to the Company or to any of its subsidiaries, are, in the opinion of the
Board of Directors, worthy of special recognition; or</LI></P>
<P ALIGN="JUSTIFY"><LI>Directors of the Company or any of its
subsidiaries,</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">provided, however, that Qualified Options may only be granted
to full-time employees of the Company or any of its subsidiaries.</P>
<P ALIGN="JUSTIFY">Options may also be granted in substitution for outstanding
options of another company in connection with a merger, consolidation,
acquisition of property or stock, or other reorganization between such other
company and the Company or any of its subsidiaries.  In addition, options may be
granted in exchange for outstanding options whether such outstanding options be
granted under the Share Option Plan or any other stock option plan of the
Company, or under any incentive stock option agreement with the Company.</P>
<P ALIGN="JUSTIFY">Subject to the terms and conditions of the Share Option Plan,
the Board of Directors may make grants of options in their discretion to
eligible participants under the Share Option Plan.</P>
<B><P ALIGN="JUSTIFY">3.02&#9;Lapsed Options:</B>  In the event that options
granted under the Share Option Plan are surrendered, terminate or expire without
being exercised in whole or in part, new options may be granted covering the
Shares not purchased under such lapsed options.</P>
<B><P ALIGN="JUSTIFY">3.03&#9;Number of Optioned Shares per Participant:</B> The
determination regarding the number or value of optioned Shares that may be
granted to each Participant pursuant to a grant of options will take into
consideration the Participant&#180s present and potential contribution to the
success of the Company, provided that:</P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>Such number or value of optioned Shares shall not exceed
that permitted by the rules and policies of any stock exchanges on which the
Shares are then listed; and.</LI></P>
<P ALIGN="JUSTIFY"><LI>the aggregate fair market value (determined at the date
of grant) of Shares for which Qualified Options granted hereunder first become
exercisable or vest during any calendar year shall not exceed U.S.
$100,000.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">3.04&#9;Price:</B>  The option price per Share for options
will be fixed by the Board of Directors at a price to be determined by the Board
of Directors in its sole discretion, provided that:</P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>The option price per Share shall not be less than that
required by the rules and policies of any stock exchanges on which the Shares
are then listed; and</LI></P>
<P ALIGN="JUSTIFY"><LI>if an employee owns more than 10% of the total combined
voting power of all classes of shares of the Company or any subsidiary, the
option price per Share for a Qualified Option shall be equal to or greater than
110% of the value otherwise determined in this Section 3.04.  The attribution of
stock ownership rules in Section 425(d) of the United States Internal Revenue
Code of 1986, as amended (the "Code") are incorporated herein by this reference
and apply for purposes of calculating the 10% voting power
limitation.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">3.05&#9;Exercise of Options:</B>  The period during which
an option may be exercised (the "Option Period") shall be determined by the
Board of Directors at the time the option is granted and may be up to five years
from the date the option is granted, except as the same may be reduced pursuant
to the provisions of Sections 3.08 and 3.09.</P>
<P ALIGN="JUSTIFY">In order to ensure that the Company will receive the benefits
contemplated in exchange for the options granted hereunder no option shall be
exercisable until it has vested.  The vesting schedule for each option shall be
specified in an option agreement as provided for in Section 3.10 hereof,
provided, however, that the Board of Directors shall have the right with respect
to any one or more Participants in the Share Option Plan to accelerate the time
at which a discretionary option may be exercised.</P>
<P ALIGN="JUSTIFY">Options shall be exercisable, either all or in part, at any
time after vesting.  If less than all of the shares included in the vested
portion of any option are purchased the remainder may be purchased at any
subsequent time prior to the expiration of the Option Period.</P>
<P ALIGN="JUSTIFY">Except as set forth in Sections 3.08 and 3.09, no option may
be exercised unless the Participant is at the time of such exercise a full-time,
seasonal full-time or part-time employee or a director of the Company or any of
its subsidiaries and shall have continuously so served since the grant of his
option.  Absence on leave, with the approval of the Company or any of its
subsidiaries, shall not be considered an interruption of service for any purpose
of the Share Option Plan.</P>
<P ALIGN="JUSTIFY">The exercise of any option will be contingent upon receipt by
the Company of cash payment for the full purchase price of such Shares.  No
Participant or his legal representatives, legatees or distributees will be, or
will be deemed to be, a holder of any Shares subject to an option under the
Share Option Plan, unless and until certificates for such Shares are issued to
him or them under the terms of the Share Option Plan.</P>
<B><P ALIGN="JUSTIFY">3.06&#9;Subsequent Options:</B>  After an option is fully
exercised, any grant of a subsequent option by the Company to the Participant,
whether such subsequent option be granted under the Share Option Plan or any
other stock option plan of the Company, shall be subject to the rules and
policies of any stock exchanges on which the Shares are then listed.</P>
<B><P ALIGN="JUSTIFY">3.07&#9;Renegotiation of Options:</B>  An option, to the
extent that it has not been exercised, may be renegotiated, subject to the rules
and policies of any stock exchanges on which the Shares are then listed.</P>
<B><P ALIGN="JUSTIFY">3.08&#9;Termination of Employment or Directorship: </B> If
a Participant shall cease to be a full-time, seasonal full-time or part-time
employee or a director of the Company or any of its subsidiaries for any reason
(other than death), he may exercise his option to the extent that he was
entitled to exercise it at the date of his ceasing to be such an employee or a
director for such period as is determined by the Board of Directors, and in the
absence of any such determination, for a period of 30&nbsp;days from the date on
which the Participant ceased to be an employee or director.</P>
<B><P ALIGN="JUSTIFY">3.09&#9;Death of Participant:</B>  In the event of the
death of a Participant, or in the event of the death of a Participant within 30
days after his ceasing to be a full-time, seasonal full-time or part-time
employee or a director of the Company or any of its subsidiaries, the option
theretofore granted to him shall be exercisable only within a period of up to
one year after such death and then only:</P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>by the person or persons to whom the Participant&#180s
rights under the option shall pass by the Participant&#180s will or by the laws
of descent and distribution; and</LI></P>
<P ALIGN="JUSTIFY"><LI>to the extent that he was entitled to exercise the option
at the date of his death.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">3.10&#9;Option Agreement:</B>  Upon the grant of an option
to a Participant, the Company and the Participant shall enter into an option
agreement setting out the number of optioned Shares granted to the Participant
and incorporating the terms and conditions of the Share Option Plan and any
other requirements of regulatory bodies having jurisdiction over the securities
of the Company.  Each option agreement shall also state whether the option
evidenced thereby is a Qualified Option or a Non-Qualified Option.</P>
<B><P ALIGN="JUSTIFY">3.11&#9;Stock Dividend, Reorganization or Liquidation:</B>
Until the Participant becomes a record holder of the Shares covered by each
outstanding option, the number of such Shares and the option price per Share
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of the Company resulting from a subdivision or consolidation of
shares, payment of a stock dividend, or any other increase or decrease in the
number of shares effected by the Company without receipt of any, or for a
nominal, consideration.</P>
<P ALIGN="JUSTIFY">If the Shares of the Company are changed into the same number
of Shares with a different par value, the shares resulting from any such change
shall be deemed to be Shares within the meaning of the Share Option Plan, and
each option shall apply to the same number of such new shares resulting from
such change as applied to old Shares immediately prior to such change.</P>
<P ALIGN="JUSTIFY">If the Company is the surviving or resulting Company in any
"reorganization" as that term is defined in Section 368 of the Code, each
outstanding option shall apply to such securities of the Company after the
reorganization as a holder of the number of Shares subject to the option would
be entitled under the terms of the reorganization.  If, pursuant to the terms of
any reorganization in which the Company is not the surviving or resulting
Company, options granted hereunder are assumed by the surviving or resulting
company, each option shall continue in full force and effect, and shall apply to
such securities of the surviving company as a holder of the number of Shares
subject to the option would be entitled under the terms of the reorganization.
Should any such surviving or resulting company assume options granted hereunder,
the type and terms of securities of the surviving or resulting company to which
options would then be deemed to apply shall be fixed solely by the terms of any
applicable reorganization agreement and holders of options shall have no rights
whatsoever concerning the type and terms of the substituted securities to which
options would then apply.  In particular, holders of options shall have no
rights as to the setting of distribution, payment, expiration or maturity dates
of any preferred stock, certificates of contingent interest, bonds, debentures,
warrants, rights, options or other securities of any surviving or resulting
company, with respect to the date or dates of exercise of such options, and any
such distribution, payment, expiration or maturity dates shall be determined
solely by the terms of the reorganization agreement.  In the event of any
dissolution or liquidation of the Company, or of any reorganization in which the
Company is not the surviving or the resulting company, and in connection with
which no assumption of or substitution of new options for the options granted
hereunder is made, each outstanding option shall terminate as of the effective
date of such dissolution, liquidation or reorganization.  In lieu of assuming
any option, any resulting or surviving company may substitute new options
("Substitute Options") for options granted hereunder, as contemplated by Section
425 of the Code, and in such event each outstanding option shall terminate as of
the date of effectiveness of the corresponding Substitute Option.  In the event
of any such reorganization, surviving original options or Substitute Options
shall have the same vesting dates as the corresponding options granted
hereunder.</P>
<P ALIGN="JUSTIFY">The foregoing adjustments in the Shares shall be made by the
Board of Directors, or by any successor administrator of the Stock Incentive
Plan, or by the applicable terms of any assumption or substitution document, and
any adjustments so made shall be final, binding, and conclusive.</P>
<P ALIGN="JUSTIFY">Except as provided in this Section 3.11, no Participant shall
have rights by reason of any subdivision or consolidation of shares of any class
including the Shares, or the payment of any stock dividend on Shares, or any
other increase or decrease in the number of Shares, or by reason of any
liquidation, dissolution, corporate combination or division; and any issue by
the Company of shares of any class including the Shares, or securities
convertible into shares of any class including the Shares, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of the Shares subject to any option.</P>
<P ALIGN="JUSTIFY">The grant of an option shall not affect in any way the right
or power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure or to merge, consolidate,
dissolve or liquidate, or to sell or transfer all or any part of its business or
assets.</P>
<B><P ALIGN="JUSTIFY">PART 4 - SHARE BONUS PLAN:</P>
<P ALIGN="JUSTIFY">4.01&#9;Participants and the Plan:</B>  Where the Board of
Directors in its discretion decides that any full-time or seasonal full-time
employee of the Company or any of its subsidiaries has rendered meritorious
services which contributed to the success of the Company or any of its
subsidiaries, the Board of Directors shall have the right in its sole and
absolute discretion to enter into any agreement with any such full-time or
seasonal full-time employee, on any terms and conditions, subject to any
provisos and restrictions, and for such cash consideration, if any, as the Board
of Directors may determine for the issuance of any number of Shares (subject to
Sections 1.02 and 4.02) to any such employee.  No Shares shall be issued
pursuant to the Share Bonus Plan unless the employee has entered into such an
agreement with the Board of Directors.</P>
<B><P ALIGN="JUSTIFY">4.02&#9;Number of Shares:</B>  The maximum number of
Shares that may be issued under the Share Bonus Plan in any calendar year shall
be 500,000 shares.</P>
<B><P ALIGN="JUSTIFY">PART 5 - GENERAL:</P>
</B><P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">5.01&#9;Transferability:</B>  All benefits, rights and
options accruing to any Participant in accordance with the terms and conditions
of the Plan shall not be transferable other than as specifically provided in
Section 3.09 in the event of the death of the Participant.  During the lifetime
of a Participant all benefits, rights and options shall not be transferable and
may only be exercised by the Participant.</P>
<B><P ALIGN="JUSTIFY">5.02&#9;Employment:</B>  In the case of employees nothing
contained in the Plan shall confer upon any Participant any right with respect
to employment or continuance of employment with the Company or any of its
subsidiaries, or interfere in any way with the right of the Company or any of
its subsidiaries to terminate the Participant&#180s employment at any time.
Participation in any Plan by a Participant is voluntary.</P>
<B><P ALIGN="JUSTIFY">5.03&#9;Record Keeping:</B>  The Company shall maintain a
register in which shall be recorded:</P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>The name and address of each Participant;</LI></P>
<P ALIGN="JUSTIFY"><LI>the Plan in which the Participant participates;</LI></P>
<P ALIGN="JUSTIFY"><LI>any Participant&#180s Contributions;</LI></P>
<P ALIGN="JUSTIFY"><LI>the number of Shares held in safekeeping for a
Participant; and</LI></P>
<P ALIGN="JUSTIFY"><LI>the number of Shares subject to an option granted to a
Participant and the number of Shares subject to the option remaining
outstanding.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">5.04&#9;Securities Regulation and Tax Withholding:</P>
<OL TYPE="a">

</B><P ALIGN="JUSTIFY"><LI>Where necessary to effect exemption from registration
of the Shares under securities laws applicable to the securities of the Company,
a Participant shall be required, upon the acquisition of any Shares pursuant to
the Plan, to acquire the Shares with investment intent (i.e. for investment
purposes) and not with a view to their distribution, and to present to the Board
of Directors an undertaking to that effect in a form acceptable to the Board of
Directors.  The Board of Directors may take such other action or require such
other action or agreement by such Participant as may from time to time be
necessary to comply with applicable securities laws.  This provision shall in no
way obligate the Company to undertake the registration of any options or the
Shares under any securities laws applicable to the securities of the
Company.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Board of Directors and the Company may take all such
measures as they deem appropriate to ensure that the Company&#180s obligations
under the withholding provisions under income tax laws applicable to the Company
and other provisions of applicable laws are satisfied with respect to the
issuance of Shares pursuant to the Plan or the grant or exercise of options
under the Share Option Plan.</LI></P>
<P ALIGN="JUSTIFY"><LI>Issuance, transfer or delivery of certificates for Shares
purchased pursuant to the Plan may be delayed, at the discretion of the Board of
Directors, until the Board of Directors is satisfied that the applicable
requirements of securities and income tax laws have been met.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="JUSTIFY">5.05&#9;Administration of the Plan:</B>  The Plan will be
administered by the Board of Directors.  The Board of Directors is authorized to
interpret the Plan and may from time to time amend or rescind rules and
regulations required for carrying out the Plan.  Any such interpretation or
construction of any provision of the Plan shall be final and conclusive.  All
administrative costs of the Plan shall be paid by the Company.  The senior
officers of the Company are authorized and directed to do all things and execute
and deliver all instruments, undertakings and applications and writings as they
in their absolute discretion consider necessary for the implementation of the
rules and regulations established for administering the Plan.</P>
<B><P ALIGN="JUSTIFY">5.06&#9;Amendment of the Plan:</B>  The Board of Directors
reserves the right to amend, modify or terminate any part of the Plan at any
time if and when it is advisable in the absolute discretion of the Board of
Directors.  All amendments to the Plan will be subject to any necessary approval
of any regulatory body having jurisdiction over the securities of the
Company.</P>
<B><P ALIGN="JUSTIFY">5.07&#9; No Representation or Warranty</B>:  The Company
makes no representation or warranty as to the future market value of any Shares
issued in accordance with the provisions of the Plan.</P>
<B><P ALIGN="JUSTIFY">5.08&#9;Effective Date and Term:</B>  The Plan shall be
effective as of the date the Board of Directors of the Company approve the Plan,
and options, benefits and rights may be granted by the Board of Directors from
time to time thereafter up to and including a date which is ten years from the
effective date of the Plan.</P>
<B><P ALIGN="JUSTIFY">5.09&#9;Necessary Approvals</B>:  The obligation of the
Company to issue and deliver any Shares in accordance with the Plan is subject
to any necessary approval of any regulatory authority having jurisdiction over
the securities of the Company.  If any Shares cannot be issued to any
Participant for whatever reason, the obligation of the Company to issue such
Shares shall terminate and any Participant&#180s Contribution held in trust for
a Participant and any option exercise price paid to the Company will be returned
to the Participant.</P>
<B><P ALIGN="JUSTIFY">5.10&#9;Interpretation:</B>  The Plan shall be governed by
and construed in accordance with the laws of the Province of British
Columbia.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="JUSTIFY">Exhibit 4.2</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Certified Copy of Resolutions of the Directors of <BR>
STOCKSCAPE.COM TECHNOLOGIES INC.<BR>
(FORMERLY CORNUCOPIA RESOURCES LTD.)</P>
<P ALIGN="CENTER"></P>
</B><P ALIGN="JUSTIFY">I, Sargent H. Berner, a director of Stockscape.com
Technologies Inc., hereby certify that the following resolution was passed by
the directors of Stockscape.com Technologies Inc. on June&nbsp;30, 1999 and have
not been modified, amended or rescinded and are in full force and effect as of
the date hereof.</P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY">&quot;Stock Incentive Plan</P>
</B></U><P ALIGN="JUSTIFY">The Chairman advised the meeting that at the Annual
and Extraordinary Meeting of the shareholder of the Company held on June 30,
1999, the shareholders had approved the adoption by the Company of a Stock
Incentive Plan (the "Plan") in the form attached to the Proxy Circular provided
to the shareholders.  The Plan authorizes the directors to specify, from time to
time the number of shares which can be issued under the Plan.</P>
<P ALIGN="JUSTIFY">ON MOTION DULY MADE AND SECONDED IT WAS RESOLVED THAT:</P>
<OL>

<P ALIGN="JUSTIFY"><LI>the Stock Incentive Plan be and it is hereby adopted,
ratified and approved;</LI></P>
<P ALIGN="JUSTIFY"><LI>a total of 3 million post-consolidation shares be
reserved for allotment and issuance pursuant to the Plan.&quot;</LI></P></OL>
<DIR>
<DIR>

<P>Dated at the City of Vancouver, Province of British Columbia, this 28th day
of July, 1999.</P>
<U>
<P>&nbsp;</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>/s/   Sargent H. Berner&#9;&#9;&#9;<BR>
</U>Sargent H. Berner,<BR>
Director</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<B><P ALIGN="JUSTIFY">Exhibit 5</P>
</B><P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">[ Letterhead of Dumoulin Black ]</P>
<P ALIGN="JUSTIFY">August 11, 1999</P>
<P>Securities and Exchange Commission<BR>
450 Fifth Street NW<BR>
Washington, D.C.,  20549</P>
<P>Dear Sirs/Mesdames:</P><DIR>
<DIR>

<B><U><P>Re:&#9;Stockscape.com Technologies Inc. - Stock Incentive
Plan</P></DIR>
</DIR>

</B></U><P ALIGN="JUSTIFY">We have acted as counsel to Stockscape.com
Technologies Inc. (the &quot;Company&quot;) in connection with the authorization
of the common shares in the capital of the Company (the &quot;Common
Shares&quot;) to be issued pursuant to the Stock Incentive Plan of the Company
approved by the shareholders of the Company on June 30, 1999.  We render this
opinion in connection with the filing under the United States Securities Act of
1933, as amended, of a Registration Statement on Form&nbsp;S-8 (the
&quot;Registration Statement&quot;), dated August 10, 1999, in respect of the
3,000,000 Common Shares authorized and reserved for issue under the Option Plan
(the &quot;Option Shares&quot;).</P>
<P ALIGN="JUSTIFY">In connection with the opinions expressed below, we have
examined such statutes and regulations, corporate records, certificates and
other documents and have considered such questions of law and have made such
other examinations, searches and investigations as we have considered relevant
and necessary as a basis for the opinions hereinafter set forth.  In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
authentic originals of all documents submitted to us as certified, notarial or
true copies or reproductions.</P>
<P ALIGN="JUSTIFY">As to various questions of fact material to the opinions
herein, information with respect to which is in the possession of the Company,
we have relied upon representations of officers of the Company.</P>
<P ALIGN="JUSTIFY">Our opinions herein are restricted to the laws of the
Province of British Columbia and the federal laws of Canada applicable
therein.</P>
<P ALIGN="JUSTIFY">Based and relying upon and subject to the foregoing, we are
of the opinion that:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">1.&#9;The Option Shares have been duly and validly reserved
by the Company for issue pursuant to the Option Plan and, when issued by the
Company upon the due exercise of any option granted from time to time under such
Plan and the payment to the Company of the full exercise price therefor
specified in such option, in accordance with the terms of the Option Plan, will
be duly and validly issued as fully paid and non-assessable common shares of the
Company.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">This opinion is limited to the specific issues addressed
herein and is limited in all respects to laws and interpretations thereof
existing on the date hereof.  We do not undertake to update this opinion for
changes in such laws or interpretations.</P>
<P ALIGN="JUSTIFY">We hereby consent to the filing of this opinion as an exhibit
to the Registration Statements.</P>
<P><A NAME="Text_Begin"></A>Yours truly,</P>

<U><P>/s/  DuMoulin Black</P>
</U><P ALIGN="JUSTIFY">Dumoulin Black</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P>Exhibit 24.1</P>
</FONT><P>Consent of Independent Chartered Accountants</P>
<FONT SIZE=2><P ALIGN="JUSTIFY">To the Board of Directors</P>
<P ALIGN="JUSTIFY">Stockscape.com Technologies Inc.</P>
<P ALIGN="JUSTIFY">We consent to the incorporation by reference in the
registration statement on Form S-8 of Stockscape.com Technologies Inc. (formerly
Cornucopia Resources Ltd) (the &quot;Company&quot;) of our auditors&#180 report
dated April 1, 1999 and our comments by auditor for U.S. readers on Canada -
U.S. reporting difference dated April 1, 1999, with respect to the consolidated
balance sheets of the Company as at December 31, 1998 and 1997, and the related
consolidated statements of loss and deficit and changes in financial position
for each of the years in the three year period ended December 31, 1998,
which reports appear in the December 31, 1998 annual report on Form 10-K of the
Company.</P>
<P ALIGN="JUSTIFY">Our comments by auditor for U.S. readers on Canada - U.S.
reporting difference states that reporting standards for auditors in the United
States would require the addition of an explanatory paragraph (following the
opinion paragraph) when the financial statements are affected by conditions and
events that cast substantial doubt on the Company&#180s ability to continue to
operate as a going concern, such as those described in note 1 to the
consolidated financial statements.  The consolidated financial statements
referred to above do not include any adjustments that might result from the
outcome of that uncertainty.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">/s/ KPMG LLP</P>
<P ALIGN="JUSTIFY">Chartered Accountants</P>
<P ALIGN="JUSTIFY">Vancouver, Canada</P>
<P ALIGN="JUSTIFY">August 13, 1999</P>
<P ALIGN="JUSTIFY"></P></FONT></BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 59815}]
{"company-data": {"conformed-name": "STOCKSCAPECOM TECHNOLOGIES INC", "cik": "0000832342", "assigned-sic": "1040", "irs-number": "980086422", "state-of-incorporation": "A1", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85813", "film-number": "99698357"}, "business-address": {"street1": "540 MARINE BLDG 355 BURRARD ST", "street2": "VANCOUVER, BRITISH COLUMBIA V6C 2G8", "city": "CANADA", "state": "A1", "phone": "6046870619"}, "mail-address": {"street1": "540 355 BURRARD STREET", "city": "VANCOUVER BC V6C 2G8", "state": "A1"}, "former-company": {"former-conformed-name": "CORNUCOPIA RESOURCES LTD", "date-changed": "19940721"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
Stockscape.com Technologies Inc.
Registration Statement No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
STOCKSCAPE.COM TECHNOLOGIES INC.
(formerly "Cornucopia Resources
Ltd.")
(Exact name of registrant as specified in its charter)
British Columbia, Canada
N/A
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer ID. No.)
355 Burrard St., Suite 540
Vancouver, British Columbia
Canada V6V 2G8
(604) 278-5000
(Address of Principal Executive Offices)
STOCKSCAPE.COM TECHNOLOGIES INC. STOCK INCENTIVE PLAN
(Full Title of Plan)
John L. Mericle
Harris, Mericle, Wakayama & Mason, P.L.L.C.
Suite 3210-999 Third Avenue
Seattle, Washington 98104
(206) 621-1818
(Name, Address and Telephone Number of Agent for Service of
Process)
If any of the Securities being registered on this Form S-8
are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box.
X
TOTAL OF SEQUENTIALLY NUMBERED PAGES: 14
EXHIBIT INDEX ON SEQUENTIALLY NUMBERED PAGE: 5
CALCULATION OF REGISTRATION FEE
Title of Securities to
be
Registered
Amount to be Registered*
Proposed Maximum Offering Price Per
Share**
Proposed Maximum Aggregate Offering
Price**
Amount of Fee
Common Stock,
no par value
3,000,000
$1.093
$3,279,000
$911.56
*	The Stock Option and Purchase Plan (the "Plan")
authorizes the directors to fix the maximum number of shares of the
Company´s common stock, no par value ("Common Stock") to be issued under the
plan.  The directors have fixed 3,000,000 shares as the maximum number to be
issued under the Plan, all of which are being registered hereunder. As of July
30 1999, of the 3,000,000 shares authorized for issuance under the Plan, options
to purchase 1,240,000 shares have been granted under the Plan; none have been
issued pursuant to the exercise of options granted under the Plan; and a total
of 1,760,000 shares are available for the exercise of options granted under the
Plan in the future.  There are also registered, pursuant to Rule 415, such
additional indeterminate number of shares as may be issued as a result of the
anti-dilution provision of the Plan.
**	Estimated solely for the purposes of determining the
registration fee pursuant to Rule 457.  On July 30, 1999, the fair market value
of Stockscape.com Technologies Inc. Common Stock, determined from its closing
price on the Over-the-Counter Bulletin Board was $1.093 per share.  On this
basis, the maximum aggregate offering price for the shares being registered
hereunder is $3,279,000, and this is the basis for computing the filing fee in
accordance with Rule 457(h) and at a rate of the aggregate offering price
multiplied by .000278.
Item 3.
INCORPORATION OF DOCUMENTS BY
REFERENCE
The documents listed below are incorporated by reference
in this registration statement.
(a)	The Company´s Annual Report on Form 10-K for the
Company´s latest fiscal year.
(b)	All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the end of the
fiscal year covered by the Company´s document referred to in (a) above.
(c)	The description of the Company´s Common Stock
contained in the Company´s Registration Statement on Form 10-K (Registration
Number 0-21414) filed with the Securities and Exchange Commission on July 9,
1999, including all amendments and reports for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
securities offered have been sold or which de-registers all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Item 5.
INTERESTS OF NAMED EXPERTS AND
COUNSEL
Sargent H. Berner is a partner in the firm of DuMoulin
Black, counsel to the Company, who have provided the legal opinion forming
Exhibit 5 hereto.  Mr. Berner is also a director of the Company and has been
granted a director´s stock option under the Plan.
Item 6.
INDEMNIFICATION OF DIRECTORS AND
OFFICERS
The Articles of the Registrant provide that, subject to
the British Columbia Company Act (the "BCCA"), the Registrant shall
indemnify a director or officer of the Registrant, a former director of officer
of the Registrant or a person who acts or acted at the Registrant´s request
as a director or officer of a body corporate of which the Registrant is or was a
shareholder, and his heirs and legal representatives, against all costs, charges
and expenses reasonably incurred by him in respect of certain actions or
proceedings to which he is made a party by reason of his office, if he meets
certain specified standards of conduct and shall also indemnify any such person
in such circumstances as the BCCA or law permits or requires.
Under the BCCA, the Registrant, with court approval, may
indemnify a present or former director or officer or a person who acts or acted
at the Company´s request as a director or officer of another corporation of
which the Registrant is or was a shareholder, and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect to any civil, criminal or administrative action or proceeding to which
he is made a party by reason of his position with the Registrant and provided
that the director or officer acted honestly and in good faith with a view to the
best interests of the Registrant, and, in the case of a criminal, or
administrative action or proceeding, has reasonable grounds for believing that
his conduct was lawful.
The Registrant maintains Directors´ and Officers´
Liability Insurance for its Directors and Officers.
Item 7.
EXEMPTION FROM REGISTRATION CLAIMED
Options have been previously granted pursuant to
Regulation S, Rule 903(b)(1)(iv).
Item 8.
EXHIBITS
Exhibit Number
Exhibit
4.1
Stock Option and Purchase Plan
4.2
Certified Board Resolution
5
Opinion of Counsel
24.1
Consent of Independent Public
Accountants
24.2
Consent of Counsel (included in opinion of
Counsel filed as Exhibit 5 herewith)
Item 9.
UNDERTAKINGS
(a)	The undersigned Registrant hereby undertakes:
(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;
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
change in volume and price represents no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii)	To include any 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,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration
statement.
(2)	That for the purpose of determining any liability under the Securities
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)	The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities 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
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, 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 Act and will
be governed by the final adjudication of such issue.
Signatures
The Registrant
.  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 Vancouver, Province
of British Columbia, on this 9th day of August, 1999.
STOCKSCAPE.COM TECHNOLOGIES INC.
/s/  Andrew F. B. Milligan
Andrew F.B. Milligan,
President and Chief Executive Officer
Power of Attorney
Each person whose signature appears below constitutes and
appoints
Andrew F.B. Milligan his or her attorney-in-fact, with the power
of substitution, for them in any and all capacities, to sign any amendments to
this registration statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the following persons
in the capacities and on the date indicated.
Signature
Title
Date
/s/  Andrew F. B. Milligan
Andrew F.B. Milligan
Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer)
August 9, 1999
/s/  John J. Brown
John J. Brown
Director,
Chief Financial Officer
(Principal Financial Officer and Accounting Officer)
August 13, 1999
/s/  A.R.Rule
A.R. Rule
Authorized U.S. Representative
August 11, 1999
/s/  Sargent H. Berner
Sargent H. Berner
Director
August 17, 1999
EXHIBIT INDEX
Exhibit Number
Exhibit
Page
4.1
Stock Option and Purchase Plan
5
4.2
Certified Copy of Board Resolution
11
5
Opinion of Counsel
12
24.1
Consent of Independent Public
Accountants
14
24.2
Consent of Counsel (included in opinion of
counsel filed as Exhibit 5 herewith)
12
Exhibit 4.1
STOCKSCAPE.COM  TECHNOLOGIES  INC.
STOCK INCENTIVE PLAN
PART 1 - INTRODUCTION:
1.01	Purpose:
The purpose of the Stock Incentive Plan
(the "Plan") is to establish a plan to advance the interests of Stockscape.com
Technologies Inc. (the "Company") by encouraging equity participation in the
Company by directors and certain full-time and part-time employees of the
Company or subsidiaries of the Company through acquisition of common shares
without par value in the Company.  The Plan is to consist of a share purchase
plan (the "Share Purchase Plan"), a share option plan (the "Share Option Plan"),
and a share bonus plan (the "Share Bonus Plan").
1.02	Meaning of Shares and Maximum Number of
Shares:
As used in the Plan, "Shares" means common shares without par value
of the Company as constituted on the day following the implementation by the
Company of the share consolidation proposed for approval by the shareholders of
the Company at the Annual and Extraordinary General Meeting of the shareholders
to be held on or about May 19, 1999, subject to Sections 2.09 and 3.11.  Subject
to Section 4.02, the number of Shares available or made available for the Share
Purchase Plan, Share Option Plan and Share Bonus Plan, individually and
collectively, will be determined from time to time by the Board of Directors,
but the aggregate maximum number of Shares which the Company may at any time
reserve for issuance under the Plan to any individual shall not exceed 5% of the
issued and outstanding Shares of the Company at such time.
PART 2 - SHARE PURCHASE PLAN:
2.01	Participants:
Participants in the Share Purchase
Plan will be full-time or seasonal full-time employees of the Company or any of
its subsidiaries (including employees who are officers thereof, whether or not
directors) who have been continuously employed by the Company or any of its
subsidiaries for at least 12 consecutive months and who have been designated by
the Company as participants in the Share Purchase Plan.  The Board of Directors
shall have the right in its absolute discretion to waive such 12 month period or
refuse any employee or group of employees the right of participation or
continued participation in the Share Purchase Plan.
2.02	Directors´ Authority to Establish and
Participants´ Right to Elect to Participate in the Share Purchase Plan and
Participant´s Contribution:
The Board of Directors of the Company shall
have the authority to implement a Share Purchase Plan for the benefit of
designated Participants.  Any such Participant may elect to contribute money
(the "Participant´s Contribution") to the Share Purchase Plan for any 12
month period commencing on any of January l, April l, July 1 or October 1 in any
calendar year (any of which dates is hereinafter called the "Commencement Date")
if the Participant, at least two weeks prior to the Commencement Date, delivers
to the Company a written direction in form and substance satisfactory to the
Company:
Authorizing the Company to deduct, or authorizing any
subsidiary of the Company to deduct and remit to the Company, from the
Participant´s salary in 12 equal installments the Participant´s
Contribution commencing on the Commencement Date; and
directing the Company to register a municipal address
specified by the Participant as the Participant´s address on the
shareholders´ register for any Shares issued to the Participant in
accordance with the Share Purchase Plan.
The Participant´s Contribution shall not exceed 10
percent of the Participant´s basic annual salary from the Company and/or its
subsidiaries before deductions, exclusive of any overtime pay, bonuses or
allowances of any kind whatsoever (the "Basic Annual Salary") as at the
Commencement Date.  No adjustment shall be made to the Participant´s
Contribution until the next 12 month period in which the Participant elects to
participate and then only if a new written direction has been delivered to the
Company for such 12 month period.  The Participant´s Contribution shall be
held by the Company in trust for the purposes of the Share Purchase Plan.
2.03	Company´s Contribution:
Immediately prior
to the date any Shares are issued to a Participant in accordance with Section
2.05, the Company will credit the Participant with and thereafter hold in trust
for the Participant an amount (the "Company´s Contribution") equal to:
For the first 12 months after an employee has been
designated as a Participant in the Share Purchase Plan - one-sixth of the
Participant´s Contribution then held in trust by the Company; and
thereafter - one-third of the Participant´s
Contribution then held in trust by the Company.
2.04	Aggregate Contribution:
The Participant´s
Contribution plus the Company´s Contribution shall be the "Aggregate
Contribution".  The Company shall not be required to segregate the Aggregate
Contribution from its own corporate funds or to pay interest thereon.
2.05	Issue of Shares:
On March 31, June 30,
September 30 and December 31 in each calendar year the Company will issue to
each Participant fully paid and non-assessable Shares equal in value to the
Aggregate Contribution held in trust on such date by the Company converted into
Shares at the Issue Price on such dates.  If such conversion would otherwise
result in the issue to a Participant of a fraction of a Share the Company will
issue only such whole Shares as are issuable.  "Issue Price" means the simple
average of the high and low trading prices of the Shares for the three months
prior to the date of issue on the stock exchange on which the Shares are then
listed or other securities market having the highest trading volume for the
Shares during such three-month period.  The Company shall hold any unused
balance of the Aggregate Contribution in trust for a Participant until used in
accordance with the Share Purchase Plan.
2.06	Safekeeping and Delivery of Shares:
All
Shares issued to a Participant in accordance with the Share Purchase Plan will
be held in safekeeping by the Company and will be delivered, subject as provided
in the Plan, to such Participant upon the expiry of a period (the "Holding
Period") of six months following the date of issue of such Shares.  If the
Company receives on behalf of a Participant in respect of any Shares so
held:
Cash dividends (less any sums required to be withheld
pursuant to applicable income tax legislation);
options or rights to purchase additional securities of
the Company or any other Company;
any notice of meeting, proxy statement and proxy for any
meeting of holders of Shares of the Company; or
other or additional Shares or other securities (issued by
the Company to holders of Shares by way of dividend or otherwise);
then the Company shall forward to such Participant at his
last known address according to the records of the Company any of the money or
items listed in Subsections 2.06(a) and (c), and in Subsection 2.06(b) if
allowed by applicable securities laws; and shall hold in safekeeping any
additional securities referred to in Subsection 2.06(d) and shall deliver such
securities to a Participant with delivery of the Shares in respect of which such
additional securities were issued.
2.07	Early Delivery of Shares:
Any Shares issued
to a Participant but held in safekeeping by the Company will be distributed to a
Participant or his estate prior to the expiry of the Holding Period only
upon:
The Participant´s retirement in accordance with the
Company´s retirement policy, as determined from time to time by the Board of
Directors;
the Participant´s total disability, as determined in
accordance with the Company´s disability policy, as determined from time to
time by the Board of Directors; or
the Participant´s death.
2.08	Termination of Employment:
If a Participant
shall cease to be employed by the Company or any of its subsidiaries for any
reason or shall receive notice from the Company of the termination of his
employment the Participant shall be deemed to be no longer a Participant in the
Share Purchase Plan; and
Any portion of the Participant´s Contribution then
held in trust for the Participant shall be paid to the Participant or his
estate, as the case may be;
any portion of the Company´s Contribution then held
in trust for the Participant shall be paid to the Company; and
except as provided in Section 2.07, any Shares then held
in safekeeping for a Participant shall, subject to Section 260 of the Company
Act (British Columbia), be purchased for cancellation by the Company at the
Issue Price thereof or sold at market and an amount equal to the lesser
of:
(i)	the Participant´s Contribution; and
(ii)	the portion of the proceeds received on any sale of
such Shares equal to:
(A)	six-sevenths of the proceeds if the Shares were issued
within 12 months after the Participant was designated as a Participant in the
Share Purchase Plan; or
(B)	three-quarters of the proceeds if the Shares were
issued after the Participant´s first year of participation in the Share
Purchase Plan;
shall be paid to the Participant and the balance shall be
paid to the Company.
2.09	Amalgamation, Consolidation or Merger:
If the
Company amalgamates, consolidates with or merges with or into another company
each Participant for whom Shares are held in safekeeping will receive on the
date any Shares would otherwise be delivered to the Participant in accordance
with Section 2.06 or 2.07 the securities, property or cash to which the
Participant was entitled on such amalgamation or merger.
PART 3 - SHARE OPTION PLAN:
Options granted pursuant to the Share Option Plan are
either options intended to qualify under Section 422A of the United States
Internal Revenue Code of 1986, as amended ("Qualified Options") or options
designated by the Company that do not so qualify ("Non-Qualified Options").
Qualified Options and Non-Qualified Options are hereafter collectively referred
to as "options".
3.01	Eligibility:
Participants in the Share
Option Plan will be individuals who are:
Full-time, seasonal full-time or part-time employees of
the Company or any of its subsidiaries (including employees who are officers
thereof, whether or not directors) who, by the nature of their jobs, are, in the
opinion of the Board of Directors, in a position to contribute to the success of
the Company or any of its subsidiaries or who, by virtue of their length of
service to the Company or to any of its subsidiaries, are, in the opinion of the
Board of Directors, worthy of special recognition; or
Directors of the Company or any of its
subsidiaries,
provided, however, that Qualified Options may only be granted
to full-time employees of the Company or any of its subsidiaries.
Options may also be granted in substitution for outstanding
options of another company in connection with a merger, consolidation,
acquisition of property or stock, or other reorganization between such other
company and the Company or any of its subsidiaries.  In addition, options may be
granted in exchange for outstanding options whether such outstanding options be
granted under the Share Option Plan or any other stock option plan of the
Company, or under any incentive stock option agreement with the Company.
Subject to the terms and conditions of the Share Option Plan,
the Board of Directors may make grants of options in their discretion to
eligible participants under the Share Option Plan.
3.02	Lapsed Options:
In the event that options
granted under the Share Option Plan are surrendered, terminate or expire without
being exercised in whole or in part, new options may be granted covering the
Shares not purchased under such lapsed options.
3.03	Number of Optioned Shares per Participant:
The
determination regarding the number or value of optioned Shares that may be
granted to each Participant pursuant to a grant of options will take into
consideration the Participant´s present and potential contribution to the
success of the Company, provided that:
Such number or value of optioned Shares shall not exceed
that permitted by the rules and policies of any stock exchanges on which the
Shares are then listed; and.
the aggregate fair market value (determined at the date
of grant) of Shares for which Qualified Options granted hereunder first become
exercisable or vest during any calendar year shall not exceed U.S.
$100,000.
3.04	Price:
The option price per Share for options
will be fixed by the Board of Directors at a price to be determined by the Board
of Directors in its sole discretion, provided that:
The option price per Share shall not be less than that
required by the rules and policies of any stock exchanges on which the Shares
are then listed; and
if an employee owns more than 10% of the total combined
voting power of all classes of shares of the Company or any subsidiary, the
option price per Share for a Qualified Option shall be equal to or greater than
110% of the value otherwise determined in this Section 3.04.  The attribution of
stock ownership rules in Section 425(d) of the United States Internal Revenue
Code of 1986, as amended (the "Code") are incorporated herein by this reference
and apply for purposes of calculating the 10% voting power
limitation.
3.05	Exercise of Options:
The period during which
an option may be exercised (the "Option Period") shall be determined by the
Board of Directors at the time the option is granted and may be up to five years
from the date the option is granted, except as the same may be reduced pursuant
to the provisions of Sections 3.08 and 3.09.
In order to ensure that the Company will receive the benefits
contemplated in exchange for the options granted hereunder no option shall be
exercisable until it has vested.  The vesting schedule for each option shall be
specified in an option agreement as provided for in Section 3.10 hereof,
provided, however, that the Board of Directors shall have the right with respect
to any one or more Participants in the Share Option Plan to accelerate the time
at which a discretionary option may be exercised.
Options shall be exercisable, either all or in part, at any
time after vesting.  If less than all of the shares included in the vested
portion of any option are purchased the remainder may be purchased at any
subsequent time prior to the expiration of the Option Period.
Except as set forth in Sections 3.08 and 3.09, no option may
be exercised unless the Participant is at the time of such exercise a full-time,
seasonal full-time or part-time employee or a director of the Company or any of
its subsidiaries and shall have continuously so served since the grant of his
option.  Absence on leave, with the approval of the Company or any of its
subsidiaries, shall not be considered an interruption of service for any purpose
of the Share Option Plan.
The exercise of any option will be contingent upon receipt by
the Company of cash payment for the full purchase price of such Shares.  No
Participant or his legal representatives, legatees or distributees will be, or
will be deemed to be, a holder of any Shares subject to an option under the
Share Option Plan, unless and until certificates for such Shares are issued to
him or them under the terms of the Share Option Plan.
3.06	Subsequent Options:
After an option is fully
exercised, any grant of a subsequent option by the Company to the Participant,
whether such subsequent option be granted under the Share Option Plan or any
other stock option plan of the Company, shall be subject to the rules and
policies of any stock exchanges on which the Shares are then listed.
3.07	Renegotiation of Options:
An option, to the
extent that it has not been exercised, may be renegotiated, subject to the rules
and policies of any stock exchanges on which the Shares are then listed.
3.08	Termination of Employment or Directorship:
If
a Participant shall cease to be a full-time, seasonal full-time or part-time
employee or a director of the Company or any of its subsidiaries for any reason
(other than death), he may exercise his option to the extent that he was
entitled to exercise it at the date of his ceasing to be such an employee or a
director for such period as is determined by the Board of Directors, and in the
absence of any such determination, for a period of 30 days from the date on
which the Participant ceased to be an employee or director.
3.09	Death of Participant:
In the event of the
death of a Participant, or in the event of the death of a Participant within 30
days after his ceasing to be a full-time, seasonal full-time or part-time
employee or a director of the Company or any of its subsidiaries, the option
theretofore granted to him shall be exercisable only within a period of up to
one year after such death and then only:
by the person or persons to whom the Participant´s
rights under the option shall pass by the Participant´s will or by the laws
of descent and distribution; and
to the extent that he was entitled to exercise the option
at the date of his death.
3.10	Option Agreement:
Upon the grant of an option
to a Participant, the Company and the Participant shall enter into an option
agreement setting out the number of optioned Shares granted to the Participant
and incorporating the terms and conditions of the Share Option Plan and any
other requirements of regulatory bodies having jurisdiction over the securities
of the Company.  Each option agreement shall also state whether the option
evidenced thereby is a Qualified Option or a Non-Qualified Option.
3.11	Stock Dividend, Reorganization or Liquidation:
Until the Participant becomes a record holder of the Shares covered by each
outstanding option, the number of such Shares and the option price per Share
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of the Company resulting from a subdivision or consolidation of
shares, payment of a stock dividend, or any other increase or decrease in the
number of shares effected by the Company without receipt of any, or for a
nominal, consideration.
If the Shares of the Company are changed into the same number
of Shares with a different par value, the shares resulting from any such change
shall be deemed to be Shares within the meaning of the Share Option Plan, and
each option shall apply to the same number of such new shares resulting from
such change as applied to old Shares immediately prior to such change.
If the Company is the surviving or resulting Company in any
"reorganization" as that term is defined in Section 368 of the Code, each
outstanding option shall apply to such securities of the Company after the
reorganization as a holder of the number of Shares subject to the option would
be entitled under the terms of the reorganization.  If, pursuant to the terms of
any reorganization in which the Company is not the surviving or resulting
Company, options granted hereunder are assumed by the surviving or resulting
company, each option shall continue in full force and effect, and shall apply to
such securities of the surviving company as a holder of the number of Shares
subject to the option would be entitled under the terms of the reorganization.
Should any such surviving or resulting company assume options granted hereunder,
the type and terms of securities of the surviving or resulting company to which
options would then be deemed to apply shall be fixed solely by the terms of any
applicable reorganization agreement and holders of options shall have no rights
whatsoever concerning the type and terms of the substituted securities to which
options would then apply.  In particular, holders of options shall have no
rights as to the setting of distribution, payment, expiration or maturity dates
of any preferred stock, certificates of contingent interest, bonds, debentures,
warrants, rights, options or other securities of any surviving or resulting
company, with respect to the date or dates of exercise of such options, and any
such distribution, payment, expiration or maturity dates shall be determined
solely by the terms of the reorganization agreement.  In the event of any
dissolution or liquidation of the Company, or of any reorganization in which the
Company is not the surviving or the resulting company, and in connection with
which no assumption of or substitution of new options for the options granted
hereunder is made, each outstanding option shall terminate as of the effective
date of such dissolution, liquidation or reorganization.  In lieu of assuming
any option, any resulting or surviving company may substitute new options
("Substitute Options") for options granted hereunder, as contemplated by Section
425 of the Code, and in such event each outstanding option shall terminate as of
the date of effectiveness of the corresponding Substitute Option.  In the event
of any such reorganization, surviving original options or Substitute Options
shall have the same vesting dates as the corresponding options granted
hereunder.
The foregoing adjustments in the Shares shall be made by the
Board of Directors, or by any successor administrator of the Stock Incentive
Plan, or by the applicable terms of any assumption or substitution document, and
any adjustments so made shall be final, binding, and conclusive.
Except as provided in this Section 3.11, no Participant shall
have rights by reason of any subdivision or consolidation of shares of any class
including the Shares, or the payment of any stock dividend on Shares, or any
other increase or decrease in the number of Shares, or by reason of any
liquidation, dissolution, corporate combination or division; and any issue by
the Company of shares of any class including the Shares, or securities
convertible into shares of any class including the Shares, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of the Shares subject to any option.
The grant of an option shall not affect in any way the right
or power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure or to merge, consolidate,
dissolve or liquidate, or to sell or transfer all or any part of its business or
assets.
PART 4 - SHARE BONUS PLAN:
4.01	Participants and the Plan:
Where the Board of
Directors in its discretion decides that any full-time or seasonal full-time
employee of the Company or any of its subsidiaries has rendered meritorious
services which contributed to the success of the Company or any of its
subsidiaries, the Board of Directors shall have the right in its sole and
absolute discretion to enter into any agreement with any such full-time or
seasonal full-time employee, on any terms and conditions, subject to any
provisos and restrictions, and for such cash consideration, if any, as the Board
of Directors may determine for the issuance of any number of Shares (subject to
Sections 1.02 and 4.02) to any such employee.  No Shares shall be issued
pursuant to the Share Bonus Plan unless the employee has entered into such an
agreement with the Board of Directors.
4.02	Number of Shares:
The maximum number of
Shares that may be issued under the Share Bonus Plan in any calendar year shall
be 500,000 shares.
PART 5 - GENERAL:
5.01	Transferability:
All benefits, rights and
options accruing to any Participant in accordance with the terms and conditions
of the Plan shall not be transferable other than as specifically provided in
Section 3.09 in the event of the death of the Participant.  During the lifetime
of a Participant all benefits, rights and options shall not be transferable and
may only be exercised by the Participant.
5.02	Employment:
In the case of employees nothing
contained in the Plan shall confer upon any Participant any right with respect
to employment or continuance of employment with the Company or any of its
subsidiaries, or interfere in any way with the right of the Company or any of
its subsidiaries to terminate the Participant´s employment at any time.
Participation in any Plan by a Participant is voluntary.
5.03	Record Keeping:
The Company shall maintain a
register in which shall be recorded:
The name and address of each Participant;
the Plan in which the Participant participates;
any Participant´s Contributions;
the number of Shares held in safekeeping for a
Participant; and
the number of Shares subject to an option granted to a
Participant and the number of Shares subject to the option remaining
outstanding.
5.04	Securities Regulation and Tax Withholding:
Where necessary to effect exemption from registration
of the Shares under securities laws applicable to the securities of the Company,
a Participant shall be required, upon the acquisition of any Shares pursuant to
the Plan, to acquire the Shares with investment intent (i.e. for investment
purposes) and not with a view to their distribution, and to present to the Board
of Directors an undertaking to that effect in a form acceptable to the Board of
Directors.  The Board of Directors may take such other action or require such
other action or agreement by such Participant as may from time to time be
necessary to comply with applicable securities laws.  This provision shall in no
way obligate the Company to undertake the registration of any options or the
Shares under any securities laws applicable to the securities of the
Company.
The Board of Directors and the Company may take all such
measures as they deem appropriate to ensure that the Company´s obligations
under the withholding provisions under income tax laws applicable to the Company
and other provisions of applicable laws are satisfied with respect to the
issuance of Shares pursuant to the Plan or the grant or exercise of options
under the Share Option Plan.
Issuance, transfer or delivery of certificates for Shares
purchased pursuant to the Plan may be delayed, at the discretion of the Board of
Directors, until the Board of Directors is satisfied that the applicable
requirements of securities and income tax laws have been met.
5.05	Administration of the Plan:
The Plan will be
administered by the Board of Directors.  The Board of Directors is authorized to
interpret the Plan and may from time to time amend or rescind rules and
regulations required for carrying out the Plan.  Any such interpretation or
construction of any provision of the Plan shall be final and conclusive.  All
administrative costs of the Plan shall be paid by the Company.  The senior
officers of the Company are authorized and directed to do all things and execute
and deliver all instruments, undertakings and applications and writings as they
in their absolute discretion consider necessary for the implementation of the
rules and regulations established for administering the Plan.
5.06	Amendment of the Plan:
The Board of Directors
reserves the right to amend, modify or terminate any part of the Plan at any
time if and when it is advisable in the absolute discretion of the Board of
Directors.  All amendments to the Plan will be subject to any necessary approval
of any regulatory body having jurisdiction over the securities of the
Company.
5.07	 No Representation or Warranty
:  The Company
makes no representation or warranty as to the future market value of any Shares
issued in accordance with the provisions of the Plan.
5.08	Effective Date and Term:
The Plan shall be
effective as of the date the Board of Directors of the Company approve the Plan,
and options, benefits and rights may be granted by the Board of Directors from
time to time thereafter up to and including a date which is ten years from the
effective date of the Plan.
5.09	Necessary Approvals
:  The obligation of the
Company to issue and deliver any Shares in accordance with the Plan is subject
to any necessary approval of any regulatory authority having jurisdiction over
the securities of the Company.  If any Shares cannot be issued to any
Participant for whatever reason, the obligation of the Company to issue such
Shares shall terminate and any Participant´s Contribution held in trust for
a Participant and any option exercise price paid to the Company will be returned
to the Participant.
5.10	Interpretation:
The Plan shall be governed by
and construed in accordance with the laws of the Province of British
Columbia.
Exhibit 4.2
Certified Copy of Resolutions of the Directors of
STOCKSCAPE.COM TECHNOLOGIES INC.
(FORMERLY CORNUCOPIA RESOURCES LTD.)
I, Sargent H. Berner, a director of Stockscape.com
Technologies Inc., hereby certify that the following resolution was passed by
the directors of Stockscape.com Technologies Inc. on June 30, 1999 and have
not been modified, amended or rescinded and are in full force and effect as of
the date hereof.
"Stock Incentive Plan
The Chairman advised the meeting that at the Annual
and Extraordinary Meeting of the shareholder of the Company held on June 30,
1999, the shareholders had approved the adoption by the Company of a Stock
Incentive Plan (the "Plan") in the form attached to the Proxy Circular provided
to the shareholders.  The Plan authorizes the directors to specify, from time to
time the number of shares which can be issued under the Plan.
ON MOTION DULY MADE AND SECONDED IT WAS RESOLVED THAT:
the Stock Incentive Plan be and it is hereby adopted,
ratified and approved;
a total of 3 million post-consolidation shares be
reserved for allotment and issuance pursuant to the Plan."
Dated at the City of Vancouver, Province of British Columbia, this 28th day
of July, 1999.
/s/   Sargent H. Berner
Sargent H. Berner,
Director
Exhibit 5
[ Letterhead of Dumoulin Black ]
August 11, 1999
Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C.,  20549
Dear Sirs/Mesdames:
Re:	Stockscape.com Technologies Inc. - Stock Incentive
Plan
We have acted as counsel to Stockscape.com
Technologies Inc. (the "Company") in connection with the authorization
of the common shares in the capital of the Company (the "Common
Shares") to be issued pursuant to the Stock Incentive Plan of the Company
approved by the shareholders of the Company on June 30, 1999.  We render this
opinion in connection with the filing under the United States Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement"), dated August 10, 1999, in respect of the
3,000,000 Common Shares authorized and reserved for issue under the Option Plan
(the "Option Shares").
In connection with the opinions expressed below, we have
examined such statutes and regulations, corporate records, certificates and
other documents and have considered such questions of law and have made such
other examinations, searches and investigations as we have considered relevant
and necessary as a basis for the opinions hereinafter set forth.  In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
authentic originals of all documents submitted to us as certified, notarial or
true copies or reproductions.
As to various questions of fact material to the opinions
herein, information with respect to which is in the possession of the Company,
we have relied upon representations of officers of the Company.
Our opinions herein are restricted to the laws of the
Province of British Columbia and the federal laws of Canada applicable
therein.
Based and relying upon and subject to the foregoing, we are
of the opinion that:
1.	The Option Shares have been duly and validly reserved
by the Company for issue pursuant to the Option Plan and, when issued by the
Company upon the due exercise of any option granted from time to time under such
Plan and the payment to the Company of the full exercise price therefor
specified in such option, in accordance with the terms of the Option Plan, will
be duly and validly issued as fully paid and non-assessable common shares of the
Company.
This opinion is limited to the specific issues addressed
herein and is limited in all respects to laws and interpretations thereof
existing on the date hereof.  We do not undertake to update this opinion for
changes in such laws or interpretations.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statements.
Yours truly,
/s/  DuMoulin Black
Dumoulin Black
Exhibit 24.1
Consent of Independent Chartered Accountants
To the Board of Directors
Stockscape.com Technologies Inc.
We consent to the incorporation by reference in the
registration statement on Form S-8 of Stockscape.com Technologies Inc. (formerly
Cornucopia Resources Ltd) (the "Company") of our auditors´ report
dated April 1, 1999 and our comments by auditor for U.S. readers on Canada -
U.S. reporting difference dated April 1, 1999, with respect to the consolidated
balance sheets of the Company as at December 31, 1998 and 1997, and the related
consolidated statements of loss and deficit and changes in financial position
for each of the years in the three year period ended December 31, 1998,
which reports appear in the December 31, 1998 annual report on Form 10-K of the
Company.
Our comments by auditor for U.S. readers on Canada - U.S.
reporting difference states that reporting standards for auditors in the United
States would require the addition of an explanatory paragraph (following the
opinion paragraph) when the financial statements are affected by conditions and
events that cast substantial doubt on the Company´s ability to continue to
operate as a going concern, such as those described in note 1 to the
consolidated financial statements.  The consolidated financial statements
referred to above do not include any adjustments that might result from the
outcome of that uncertainty.
/s/ KPMG LLP
Chartered Accountants
Vancouver, Canada
August 13, 1999