<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>12
<FILENAME>dex1044.txt
<DESCRIPTION>OPTION FOR PURCHASE OF SHARES-JASON DEZWIREK
<TEXT>
<PAGE>


                                                                   Exhibit 10.44

                Option for the Purchase of Shares of Common Stock
                -------------------------------------------------

                                                                   25,000 Shares

FOR VALUE RECEIVED, CECO Environmental Corp. (the "Company"), hereby certifies
that Jason DeZwirek, or a permitted assign thereof, is entitled to purchase from
the Company, at any time or from time to time commencing April 5, 2002, and
prior to 5:00 P.M., P.S.T., on October 5, 2011, Twenty-five Thousand (25,000)
fully paid and nonassessable shares of the common stock, of the Company for a
purchase price of $2.01 per share. (Hereinafter, (i) said common stock, together
with any other equity securities which may be issued by the Company with respect
thereto or in substitution therefor, is referred to as the "Common Stock," (ii)
the shares of the Common Stock purchasable hereunder or under any other Option
or (as hereinafter defined) are referred to as the "Option Shares," (iii) the
price payable hereunder for each of the Option Shares is referred to as the
"Option Exercise Price," (iv) this Option, and all options hereafter issued in
exchange or substitution for this Option or such other options are referred to
as the "Options" and (v) the holder of this Option is referred to as the
"Holder" and the holder of this Option and all other Options are referred to as
the "Holders"). The Option Exercise Price is subject to adjustment as
hereinafter provided:

1.   Exercise of Option.
     ------------------

     a)   Exercise for Cash
          -----------------

     This Option may be exercised, in whole at any time or in part from time to
     time, commencing April 5, 2002, and prior to 5:00 P.M., P.S.T., on October
     5, 2011, by the Holder by the surrender of this Option (with the
     subscription form at the end hereof duly executed) at the address set forth
     in Subsection 8(a) hereof, together with proper payment of the Per Share
     Option Price times the number of shares of Common Stock to be received.
     Payment for Option Shares shall be made by certified or official bank check
     payable to the order of the Company or if applicable, without cash pursuant
     to a cashless net exercise. If this Option is exercised in part, this
     Option must be exercised for a number of whole shares of the Common Stock,
     and the Holder is entitled to receive a new Option Covering the Option
     Shares which have not been exercised. Upon such surrender of this Option
     the Company will (a) issue a certificate or certificates in the name of the
     Holder for the largest number of whole shares of the Common Stock to which
     the Holder shall be entitled and, if this Option is exercised in whole, in
     lieu of any fractional share of the Common Stock to which the Holder shall
     be entitled, pay to the Holder cash in an amount equal to the fair value of
     such fractional share (determined in such reasonable manner as the Board of
     Directors of the Company shall determine), and (b) deliver the other
     securities and properties receivable upon the exercise of this Option, or
     the proportionate part thereof if this Option is exercised in part,
     pursuant to the provisions of this Option.

                                       1

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     b)   Cashless Exercise
          -----------------

     In lieu of exercising this Option in the manner set forth in paragraph l(a)
     above, this Option may be exercised, in whole or in part, by surrender of
     the Option without payment of any other consideration, commission or
     remuneration, by execution of the cashless exercise subscription form (at
     the end hereof, duly executed). The number of shares to be issued in
     exchange for the Option will be computed by subtracting the Option Exercise
     Price from either (i) the closing bid price of the Common Stock on the date
     of receipt of the cashless exercise subscription form, or (ii) the most
     recent negotiated value used in connection with any sale of the Company's
     securities or in connection with any business combination involving the
     Company, and multiplying that amount by the number of shares represented by
     the Option, and dividing by the closing bid price as of the same date.

2.   Reservation of Option Shares, Listing.
     -------------------------------------

     The Company agrees that, prior to the expiration of this Option, the
     Company will at all times have authorized and in reserve, and will keep
     available, solely for issuance or delivery upon the exercise of this
     Option, the shares of the Common Stock and other securities and properties
     as from time to time shall be receivable upon the exercise of this Option,
     free and clear of all restrictions on sale or transfer (except for
     applicable state or federal securities law restrictions) and free and clear
     of all pre-emptive rights.

3.   Protection Against Dilution.
     ---------------------------

     a)   If, at any time or from time to time after the date of this Option,
          the Company shall issue or distribute (for no consideration) to the
          holders of shares of Common Stock evidences of its indebtedness, any
          other securities of the Company or any cash, property or other assets
          (excluding a subdivision, combination or reclassification, or dividend
          or distribution payable in shares of Common Stock, referred to in
          Subsection 3(b), and also excluding cash dividends or cash
          distributions paid out of net profits legally available therefor if
          the full amount thereof, together with the value of other dividends
          and distributions made substantially concurrently therewith or
          pursuant to a plan which includes payment thereof, is equivalent to
          not more than 5% of the Company's net worth) (any such nonexcluded
          event being herein called a "Special Dividend"), the Option Exercise
          Price shall be adjusted by multiplying the Option Exercise Price then
          in effect by a fraction, the numerator of which shall be the then
          current market price of the Common Stock (defined as the average for
          the thirty consecutive business days immediately prior to the record
          date of the daily closing price of the Common Stock as reported by the
          principal exchange or market on which the Common Stock is listed) less
          the fair market value (as determined by the Company's Board of
          Directors) of the evidences of indebtedness, securities or property,
          or other assets issued or distributed in such Special Dividend
          applicable to one share of Common Stock and the denominator of which
          shall be such then current market price per share of Common Stock. An
          adjustment made pursuant to

                                       2

<PAGE>

          this Subsection 3(a) shall become effective immediately after the
          record date of any such Special Dividend.

     b)   In case the Company shall hereafter (i) pay a dividend or make a
          distribution on its capital stock in shares of Common Stock, (ii)
          subdivide its outstanding shares of Common Stock into a greater number
          of shares, (iii) combine its outstanding shares of Common Stock into a
          smaller number of shares or (iv) issue by reclassification of its
          Common Stock any shares of capital stock of the Company, the Option
          Exercise Price shall be adjusted so that the Holder of any Option upon
          the exercise hereof shall be entitled to receive the number of shares
          of Common Stock or other capital stock of the Company which he would
          have owned immediately prior thereto. An adjustment made pursuant to
          this Subsection 3(b) shall become effective immediately after the
          record date in the case of a dividend or distribution and shall become
          effective immediately after the effective date in the case of a
          subdivision, combination or reclassification. If, as a result of an
          adjustment made pursuant to this Subsection 3(b), the Holder of any
          Option thereafter surrendered for exercise shall become entitled to
          receive shares of two or more classes of capital stock or shares of
          Common Stock and other capital stock of the Company, the Board of
          Directors (whose determination shall be conclusive and shall be
          described in a written notice to the Holder of any Option promptly
          after such adjustment) shall reasonably determine the allocation of
          the adjusted Option Exercise Price between or among shares of such
          classes or capital stock or shares of Common Stock and other capital
          stock.

     c)   In case of any capital reorganization or reclassification, or any
          consolidation or merger to which the Company is a party other than a
          merger or consolidation in which the Company is the continuing
          corporation, or in case of any sale or conveyance to another entity of
          the property of the Company as an entirety or substantially as an
          entirety, or in the case of any statutory exchange of securities with
          another corporation (including any exchange effected in connection
          with a merger of a third corporation into the Company), the Holder of
          this Option shall have the right thereafter to convert such Option
          into the kind and amount of securities, cash or other property which
          he would have owned or have been entitled to receive immediately after
          such reorganization, reclassification, consolidation, merger,
          statutory exchange, sale or conveyance had this Option been converted
          immediately prior to the effective date of such reorganization,
          reclassification, consolidation, merger, statutory exchange, sale or
          conveyance and in any such case, if necessary, appropriate adjustment
          shall be made in the application of the provisions set forth in this
          Section 3 with respect to the rights and interests thereafter of the
          Holder of this Option to the end that the provisions set forth in this
          Section 3 shall thereafter correspondingly be made applicable, as
          nearly as may reasonably be, in relation to any shares of stock or
          other securities or be, in relation to any shares of stock or other
          securities or property thereafter deliverable on the conversion of
          this Option. The above provisions of this Subsection 3(c) shall
          similarly apply to successive reorganizations, reclassifications,
          consolidations, mergers, statutory exchanges, sales or

                                       3

<PAGE>

          conveyances. The issuer of any shares of stock or other securities or
          property thereafter deliverable on the conversion of this Option shall
          be responsible for all of the agreements and obligations of the
          Company hereunder. Notice of any such reorganization,
          reclassification, consolidation, merger, statutory exchange, sale or
          conveyance and of said provisions so proposed to be made, shall be
          mailed to the Holders of the Options not less than 10 days prior to
          such event. A sale of all or substantially all of the assets of the
          Company for a consideration consisting primarily of securities shall
          be deemed a consolidation or merger for the foregoing purposes.

     d)   No adjustment in the Option Exercise Price shall be required unless
          such adjustment would require an increase or decrease of at least
          $0.05 per share of Common Stock; provided, however, that any
          adjustments which by reason of this Subsection 3(d) are not required
          to be made shall be carried forward and taken into account in any
          subsequent adjustment; provided further, however, that adjustments
          shall be required and made in accordance with the provisions of this
          Section 3 (other than this Subsection 3(d)) not later than such time
          as may be required in order to preserve the tax-free nature of a
          distribution to the Holder of this Option or Common Stock issuable
          upon exercise hereof. All calculations under this Section 3 shall be
          made to the nearest cent. Anything in this Section 3 to the contrary
          notwithstanding, the Company shall be entitled to make such reductions
          in the Option Exercise Price, in addition to those required by this
          Section 3, as it in its discretion shall deem to be advisable in order
          that any stock dividend, subdivision of shares or distribution of
          rights to purchase stock or securities convertible or exchangeable for
          stock hereafter made by the Company to its shareholders shall not be
          taxable.

     e)   Whenever the Option Exercise Price is adjusted as provided in this
          Section 3 and upon any modification of the rights of a Holder of
          Options in accordance with this Section 3, the Company shall promptly
          obtain, at its expense, a certificate of a firm of independent public
          accountants of recognized standing selected by the Board of Directors
          (who may be the regular auditors of the Company) setting forth the
          Option Exercise Price and the number of Option Shares after such
          adjustment or the effect of such modification, a brief statement of
          the facts requiring such adjustment or modification and the manner of
          computing the same and cause copies of such certificate to be mailed
          to the Holders of the Options.

     f)   If the Board of Directors of the Company shall declare any dividend or
          other distribution with respect to the Common Stock, other than a cash
          distribution out of earned surplus, the Company shall mail notice
          thereof to the Holders of the Options not less than 10 days prior to
          the record date fixed for determining shareholders entitled to
          participate in such dividend or other distribution.

4.   Fully Paid Stock, Taxes.
     -----------------------

     The Company agrees that the shares of the Common Stock represented by each
     and every certificate for Option Shares delivered on the exercise of this
     Option shall, at the time of

                                       4

<PAGE>

     such delivery, be validly issued and outstanding, fully paid and
     nonassessable, and not subject to pre-emptive rights, and the Company will
     take all such actions as may be necessary to assure that the par value or
     stated value, if any, per share of the Common Stock is at all times equal
     to or less than the then Option Exercise Price. The Company further
     covenants and agrees that it will pay, when due and payable, any and all
     Federal and state stamp, original issue or similar taxes which may be
     payable in respect of the issue of any Option Share or certificate
     therefor.

5.   Transferability.
     ---------------

     Subject to compliance with federal and applicable state securities laws and
     the provisions of Section 13, the Holder of any Option may, prior to
     exercise or expiration thereof, surrender such Option at the principal
     office of the Company for transfer or exchange. Within a reasonable time
     after notice to the Company from a registered Holder of its intention to
     make such exchange and without expense (other than transfer taxes, if any)
     to such registered Holder, the Company shall issue in exchange therefor
     another Option or Options, in such denominations as requested by the
     registered Holder, for the same aggregate number of Option Shares so
     surrendered and containing the same provisions and subject to the same
     terms and conditions as the Option(s) so surrendered. The Company may treat
     the registered Holder of this Option as he or it appears on the Company's
     books at any time as the Holder for all purposes. The Company shall permit
     any Holder of a Option or his duly authorized attorney, upon written
     request during ordinary business hours, to inspect and copy or make
     extracts from its books showing the registered holders of Options. All
     options issued upon the transfer or assignment of this Option will be dated
     the same date as this Option, and all rights of the Holder thereof shall be
     identical to those of the Holder.

6.   Loss, etc., of Option.
     ---------------------

     Upon receipt of evidence satisfactory to the Company of the loss, theft,
     destruction or mutilation of this Option, and of indemnity reasonably
     satisfactory to the Company, if lost, stolen or destroyed, and upon
     surrender and cancellation of this Option, if mutilated, the Company shall
     execute and deliver to the Holder a new Option of like date, tenor and
     denomination.

7.   Option Holder Not Shareholders.
     ------------------------------

     Except as otherwise provided herein, this Option does not confer upon the
     Holder any right to vote or to consent to or receive notice as a
     shareholder of the Company, as such, in respect of any matters whatsoever,
     or any other rights or liabilities as a shareholder, prior to the exercise
     hereof.

8.   Communication.
     -------------

     No notice or other communication under this Option shall be effective
     unless, but any notice or other communication shall be effective and shall
     be deemed to have been given if, the same is in writing and (i) is
     personally delivered, (ii) five days after such written material is

                                       5

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     mailed by first-class mail, postage prepaid, or (iii) one day after such
     written material is sent by a nationally recognized overnight courier,
     addressed to:

     a)   the Company at 505 University Avenue, Suite 1400, Toronto, Ontario M5G
          1X3, Canada, Attn: Phillip DeZwirek or such other address as the
          Company has designated in writing to the Holder; or

     b)   the Holder at 505 University Avenue, Suite 1400, Toronto, Ontario M5G
          1X3, Canada, or such other address as the Holder has designated in
          writing to the Company.

9.   Headings.
     --------

     The headings of this Option have been inserted as a matter of convenience
     and shall not affect the construction hereof.

10.  Withholding.
     -----------

     The Holder acknowledges that, upon any exercise of this Option, the Company
     shall have the right to require the Holder to pay to the Company an amount
     equal to the amount the Company is required to withhold as a result of such
     exercise for federal and state income tax purposes.

11.  Applicable Law.
     --------------

     This Option shall be governed by and construed in accordance with the law
     of the State of New York without giving effect to the principles of
     conflicts of law thereof.

12.  Securities Law Compliance.
     -------------------------

     The exercise of all or any parts of this Option shall only be effective at
     such time as counsel to the Company shall have determined that the issuance
     and delivery of Common Stock pursuant to such exercise will not violate any
     state or federal securities or other laws. Holder may be required by the
     Company, as a condition of the effectiveness of any exercise of this
     Option, to agree in writing that all Common Stock to be acquired pursuant
     to such exercise shall be held, until such time that such Common Stock is
     registered or exempt from registration and freely tradable under applicable
     state and federal securities laws, for Holder's own account without a view
     to any further distribution thereof, that the certificates for such shares
     shall bear an appropriate legend to that effect and that such shares will
     be not transferred or disposed of except in compliance with applicable
     state and federal securities laws.

13.  Nontransferability.
     ------------------

     Except as otherwise agreed to by the Company, during the lifetime of
     Holder, this Option shall be exercisable only by Holder or by the Holder's
     guardian or other legal representative,

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<PAGE>

     and shall not be assignable or transferable by Holder, in whole or in part,
     other than by will or by the laws of descent and distribution.

14.  Scope of Agreement.
     ------------------

     This Agreement shall bind and inure to the benefit of the Company and its
     successors and assigns and Holder and any successor or successors of Holder
     permitted by Section 13 above.

IN WITNESS WHEREOF, CECO Environmental Corp. has caused this Option to be signed
by its Chairman, as of this 5th day of October, 2001.

                                      CECO ENVIRONMENTAL CORP.


                                      By:     /s/ Phillip DeZwirek
                                            ----------------------
                                      Name: Phillip DeZwirek
                                      Title:Chairman and Chief Executive Officer

                                       7

<PAGE>

                                SUBSCRIPTION
                                ------------

The undersigned,                      , pursuant to the provisions of the
                ----------------------
foregoing Option, hereby agrees to subscribe for and purchase shares of the
Common Stock of CECO Environmental Corp. covered by said Option, and makes
payment therefor in a manner specified in the Option in full at the price per
share provided by said Option.


Dated:                                      Signature:

                                            Address:

                                       8

<PAGE>

                                 ASSIGNMENT
                                 ----------

FOR VALUE RECEIVED                    hereby sells, assigns and transfers unto
                  -------------------
            the foregoing Option and all rights evidenced thereby, and does
------------
irrevocably constitute and appoint                        , attorney, to
                                   -----------------------
transfer said Option on the books of                      .
                                     ---------------------


Dated:                                      Signature:

                                            Address:

                                       9

<PAGE>

                               PARTIAL ASSIGNMENT
                               ------------------

FOR VALUE RECEIVED                     hereby assigns and transfers unto
                  --------------------
                    the right to purchase                shares of the
-------------------                       --------------
Common Stock of CECO Environmental Corp. by the foregoing Option, and a
proportionate part of said Option and the rights evidenced hereby, and does
irrevocably constitute and appoint attorney, to transfer that part of said
Option on the books of                      .
                      ----------------------


Dated:                                      Signature:

                                            Address:

                         CASHLESS EXERCISE SUBSCRIPTION
                         ------------------------------

The undersigned                         pursuant to the provisions of the
               ------------------------
foregoing Option, hereby agrees to subscribe to that number of shares of
Common Stock of CECO Environmental Corp. as are issuable in accordance with
the formula set forth in paragraph l(b) of the Option, and makes payment
therefore in full by surrender and delivery of this Option.

Dated:                                      Signature:

                                            Address:

                                       10

</TEXT>
</DOCUMENT>
