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                                                                    EXHIBIT 10.1

                      THIRD AMENDMENT TO SECOND AMENDED AND
                           RESTATED STOCK OPTION PLAN
                                       OF
                                FUTURELINK CORP.
                             A DELAWARE CORPORATION


                The undersigned, being the duly elected and acting Secretary of
FutureLink Corp., a Delaware corporation (the "Company"), does hereby certify as
follows:

                1. The Board of Directors of the Company duly adopted the
following resolution as of February 28, 2001, amending the Company's Second
Amended and Restated Stock Option Plan (the "Plan"):

        "RESOLVED that the Plan is hereby amended to insert Section 7.16 which
        shall read in its entirety, as follows:

                7.16    UK NATIONAL INSURANCE LIABILITY. If an Optionee is a
                        citizen of the United Kingdom, or is otherwise subject
                        to the United Kingdom Income Tax and Social Security
                        withholding laws, such Optionee shall be required to
                        enter into an agreement (the "Election") with the
                        Company whereby the optionee agrees to accept liability
                        for Secondary Contributions. ("Secondary Contributions"
                        means contributions as defined in the United Kingdom
                        Social Security Contributions and Benefits Act of 1992).
                        The Election shall be in such form and contain such
                        provisions as the Plan Administrator shall from time to
                        time approve."

                2. Such amendment has not been rescinded or repealed and is now
in full force and effect.

                IN WITNESS WHEREOF, I have hereunto executed this certificate
dated as of May 2, 2001.


                                       /s/ Jeffrey S. Marks
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