EXHIBIT
      4.1

    


    CANAM
      URANIUM CORP.

    2007
      STOCK OPTION PLAN

    (as
      amended and restated on May 30, 2008)

     

    This
      2007 Stock
      Option Plan (the “Plan”) provides for the grant of options to acquire shares of
      common stock, $0.001 par value (the “Common Stock”), of CanAm Uranium Corp., a
      Nevada corporation (the “Company”). Stock options granted under this Plan that
      qualify under Section 422 of the Internal Revenue Code of 1986, as amended
      (the “Code”), are referred to in this Plan as “Incentive Stock Options.”
Incentive Stock Options and stock options that do not qualify under
      Section 422 of the Code (“Non-Qualified Stock Options”) granted under this
      Plan are referred to collectively as “Options.”

     

    
      	
              1.

            	
              PURPOSES.

            


    

     

    The
      purposes of this Plan are to retain the services of valued key employees and
      consultants of the Company and such other persons as the Plan Administrator
      shall select in accordance with Section 3 below, to encourage such persons
      to acquire a greater proprietary interest in the Company, thereby strengthening
      their incentive to achieve the objectives of the shareholders of the Company,
      and to serve as an aid and inducement in the hiring of new employees and to
      provide an equity incentive to consultants and other persons selected by the
      Plan Administrator.

     

    
      	
              2.

            	
              ADMINISTRATION.

            


    

     

    This
      Plan
      shall be administered initially by the Board of Directors of the Company (the
      “Board”), except that the Board may, in its discretion, establish a committee
      composed of two (2) or more members of the Board or two (2) or more other
      persons to administer the Plan, which committee (the “Committee”) may be an
      executive, compensation or other committee, including a separate committee
      especially created for this purpose. The Committee shall have the powers and
      authority vested in the Board hereunder (including the power and authority
      to
      interpret any provision of the Plan or of any Option). The members of any such
      Committee shall serve at the pleasure of the Board. A majority of the members
      of
      the Committee shall constitute a quorum, and all actions of the Committee shall
      be taken by a majority of the members present. Any action may be taken by a
      written instrument signed by all of the members of the Committee and any action
      so taken shall be fully effective as if it had been taken at a meeting. The
      Board or, if applicable, the Committee is referred to herein as the “Plan
      Administrator.”

     

    The
      Plan
      shall be administered by the Board or by the Committee which, for the purposes
      hereof, shall be composed of two (2) or more members of the Board who are
“Non-Employee Directors” (as defined below), and, as applicable, outside
      directors. The term “outside director” shall have the meaning assigned to it
      under Section 162(m) of the Code (as amended from time to time) and the
      regulations (or any successor regulations) promulgated thereunder
      (“Section 162(m) of the Code”). The term “Non-Employee Director” shall have
      the meaning assigned to it under Rule 16b-3 (as amended from time to time)
      promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”) or any successor rule or regulatory requirement.

     

    Subject
      to the provisions of this Plan, and with a view to effecting its purpose, the
      Plan Administrator shall have sole authority, in its absolute discretion, to
      (i) construe and interpret this Plan; (ii) define the terms used in
      the Plan; (iii) prescribe, amend and rescind the rules and regulations
      relating to this Plan; (iv) correct any defect, supply any omission or
      reconcile any inconsistency in this Plan; (v) grant Options under this
      Plan; (vi) determine the individuals to whom Options shall be granted under
      this Plan and whether the Option is an Incentive Stock Option or a Non-Qualified
      Stock Option; (vii) determine the time or times at which Options shall be
      granted under this Plan; (viii) determine the number of shares of Common
      Stock subject to each Option, the exercise price of each Option, the duration
      of
      each Option and the times at which each Option shall become exercisable;
      (ix) determine all other terms and conditions of the Options; and
      (x) make all other determinations and interpretations necessary and
      advisable for the administration of the Plan. All decisions, determinations
      and
      interpretations made by the Plan Administrator shall be binding and conclusive
      on all participants in the Plan and on their legal representatives, heirs and
      beneficiaries.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    The
      Board
      or, if applicable, the Committee may delegate to one or more executive officers
      of the Company the authority to grant Options under this Plan to employees
      of
      the Company who, on the Date of Grant, are not subject to Section 16 of the
      Exchange Act with respect to the Common Stock (“Non-Insiders”), and are not
“covered employees” as such term is defined for purposes of Section 162(m)
      of the Code (“Non-Covered Employees”), and in connection therewith the authority
      to determine: (i) the number of shares of Common Stock subject to such
      Options; (ii) the duration of the Option; (iii) the vesting schedule
      for determining the times at which such Option shall become exercisable; and
      (iv) all other terms and conditions of such Options. The exercise price for
      any Option granted by action of an executive officer or officers pursuant to
      such delegation of authority shall not be less than the fair market value per
      share of the Common Stock on the Date of Grant. Unless expressly approved in
      advance by the Board or the Committee, such delegation of authority shall not
      include the authority to accelerate vesting, extend the period for exercise
      or
      otherwise alter the terms of outstanding Options. The term “Plan Administrator”
when used in any provision of this Plan other than Sections 2, 5(f), 5(m),
      and 11 shall be deemed to refer to the Board or the Committee, as the case
      may
      be, and an executive officer who has been authorized to grant Options pursuant
      thereto, insofar as such provisions may be applied to persons that are
      Non-Insiders and Non-Covered Employees and Options granted to such
      persons.

     

    
      	
              3.

            	
              ELIGIBILITY.

            


    

     

    Incentive
      Stock Options may be granted to any individual who, at the time the Option
      is
      granted, is an employee of the Company or any Related Corporation (as defined
      below) (“Employees”). Non-Qualified Stock Options may be granted to Employees
      and to such other persons other than directors who are not Employees as the
      Plan
      Administrator shall select. Options may be granted in substitution for
      outstanding Options of another corporation in connection with the merger,
      consolidation, acquisition of property or stock or other reorganization between
      such other corporation and the Company or any subsidiary of the Company. Options
      also may be granted in exchange for outstanding Options. Any person to whom
      an
      Option is granted under this Plan is referred to as an “Optionee.” Any person
      who is the owner of an Option is referred to as a “Holder.”

     

    As
      used
      in this Plan, the term “Related Corporation” shall mean any corporation (other
      than the Company) that is a “Parent Corporation” of the Company or “Subsidiary
      Corporation” of the Company, as those terms are defined in Sections 424(e)
      and 424(f), respectively, of the Code (or any successor provisions) and the
      regulations thereunder (as amended from time to time).

    
       

      
        	
                4.

              	
                STOCK.

              


      

    

     

    The
      Plan
      Administrator is authorized to grant Options to acquire up to a total of
      eighteen million (18,000,000) shares of the Company’s authorized but unissued,
      or reacquired, Common Stock. The number of shares with respect to which Options
      may be granted hereunder is subject to adjustment as set forth in
      Section 5(m) hereof. In the event that any outstanding Option expires or is
      terminated for any reason, the shares of Common Stock allocable to the
      unexercised portion of such Option may again be subject to an Option granted
      to
      the same Optionee or to a different person eligible under Section 3 of this
      Plan; provided however, that any canceled Options will be counted against the
      maximum number of shares with respect to which Options may be granted to any
      particular person as set forth in Section 3 hereof.

    
      
         

        
          	
                  5.

                	
                  TERMS
                    AND CONDITIONS OF
                    OPTIONS.

                


        

      

    

     

    Each
      Option granted under this Plan shall be evidenced by a written agreement
      approved by the Plan Administrator (the “Agreement”). Agreements may contain
      such provisions, not inconsistent with this Plan, as the Plan Administrator
      in
      its discretion may deem advisable. All Options also shall comply with the
      following requirements:

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    

      
        	 	
                (a)

              	
                Number
                  of Shares and Type of Option.

              


      

       

    

    Each
      Agreement shall state the number of shares of Common Stock to which it pertains
      and whether the Option is intended to be an Incentive Stock Option or a
      Non-Qualified Stock Option. In the absence of action to the contrary by the
      Plan
      Administrator in connection with the grant of an Option, all Options shall
      be
      Non-Qualified Stock Options. The aggregate fair market value (determined at
      the
      Date of Grant, as defined below) of the stock with respect to which Incentive
      Stock Options are exercisable for the first time by the Optionee during any
      calendar year (granted under this Plan and all other Incentive Stock Option
      plans of the Company, a Related Corporation or a predecessor corporation) shall
      not exceed $100,000, or such other limit as may be prescribed by the Code as
      it
      may be amended from time to time. Any portion of an Option which exceeds the
      annual limit shall not be void but rather shall be a Non-Qualified Stock
      Option.

    
      

        
          	 	
                  (b)

                	
                  Date
                    of Grant.

                


        

         

      

    

    Each
      Agreement shall state the date the Plan Administrator has deemed to be the
      effective date of the Option for purposes of this Plan (the “Date of
      Grant”).

    
      

        
          	 	
                  (c)

                	
                  Option
                    Price.

                


        

      

    

     

    Each
      Agreement shall state the price per share of Common Stock at which it is
      exercisable. The exercise price shall be fixed by the Plan Administrator at
      whatever price the Plan Administrator may determine in the exercise of its
      sole
      discretion; provided
      that the
      per share exercise price for an Incentive Stock Option or any Option granted
      to
      a “covered employee” as such term is defined for purposes of Section 162(m)
      of the Code (“Covered Employee”) shall not be less than the fair market value
      per share of the Common Stock at the Date of Grant as determined by the Plan
      Administrator in good faith; provided
      further,
      that
      with respect to Incentive Stock Options granted to greater-than-ten percent
      (> 10%) shareholders of the Company (as determined with reference to
      Section 424(d) of the Code), the exercise price per share shall not be less
      than one hundred ten percent (110%) of the fair market value per share of the
      Common Stock at the Date of Grant as determined by the Plan Administrator in
      good faith; and, provided
      further,
      that
      Options granted in substitution for outstanding options of another corporation
      in connection with the merger, consolidation, acquisition of property or stock
      or other reorganization involving such other corporation and the Company or
      any
      subsidiary of the Company may be granted with an exercise price equal to the
      exercise price for the substituted option of the other corporation, subject
      to
      any adjustment consistent with the terms of the transaction pursuant to which
      the substitution is to occur.

    
      

        
          	 	
                  (d)

                	
                  Duration
                    of Options.

                


        

      

    

     

    At
      the
      time of the grant of the Option, the Plan Administrator shall designate, subject
      to paragraph 5(g) below, the expiration date of the Option, which date shall
      not
      be later than ten (10) years from the Date of Grant in the case of Incentive
      Stock Options; provided,
      that
      the expiration date of any Incentive Stock Option granted to a greater-than-ten
      percent ( > 10%) shareholder of the Company (as determined with reference to
      Section 424(d) of the Code) shall not be later than five (5) years from the
      Date of Grant. In the absence of action to the contrary by the Plan
      Administrator in connection with the grant of a particular Option, and except
      in
      the case of Incentive Stock Options as described above, all Options granted
      under this Section 5 shall expire ten (10) years from the Date of
      Grant.

    
      

        
          	 	
                  (e)

                	
                  Vesting
                    Schedule.

                


        

      

    

     

    No
      Option
      shall be exercisable until it has vested. The vesting schedule for each Option
      shall be specified by the Plan Administrator at the time of grant of the Option
      prior to the provision of services with respect to which such Option is granted;
      provided,
      that if
      no vesting schedule is specified at the time of grant, the Option shall vest
      according to the following schedule:

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    
      	
              Number
                of Years

              Following
                Date of Grant

            	 	
              Percentage
                of Total

              Option
                Vested

            
	
              One

            	 	
              50%

            
	
              Two

            	 	
              50%

            


    

    


    The
      Plan
      Administrator may specify a vesting schedule for all or any portion of an Option
      based on the achievement of performance objectives established in advance of
      the
      commencement by the Optionee of services related to the achievement of the
      performance objectives. Performance objectives shall be expressed in terms
      of
      one or more of the following: return on equity, return on assets, share price,
      market share, sales, earnings per share, costs, net earnings, net worth,
      inventories, cash and cash equivalents, gross margin or the Company’s
      performance relative to its internal business plan. Performance objectives
      may
      be in respect of the performance of the Company as a whole (whether on a
      consolidated or unconsolidated basis), a Related Corporation, or a subdivision,
      operating unit, product or product line of either of the foregoing. Performance
      objectives may be absolute or relative and may be expressed in terms of a
      progression or a range. An Option that is exercisable (in full or in part)
      upon
      the achievement of one or more performance objectives may be exercised only
      following written notice to the Optionee and the Company by the Plan
      Administrator that the performance objective has been achieved.

    
      

        
          	 	
                  (f)

                	
                  Acceleration
                    of Vesting.

                


        

         

      

    

    The
      vesting of one or more outstanding Options may be accelerated by the Plan
      Administrator at such times and in such amounts as it shall determine in its
      sole discretion. 

    
      

        
          	 	
                  (g)

                	
                  Term
                    of Option.

                


        

      

    

     

    Vested
      Options shall terminate, to the extent not previously exercised, upon the
      occurrence of the first of the following events: (i) the expiration of the
      Option, as designated by the Plan Administrator in accordance with
      Section 5(d) above; (ii) the date of an Optionee’s termination of
      employment or contractual relationship with the Company or any Related
      Corporation for cause (as determined in the sole discretion of the Plan
      Administrator); (iii) the expiration of three (3) months from the date of
      an Optionee’s termination of employment or contractual relationship with the
      Company or any Related Corporation for any reason whatsoever other than cause,
      death or Disability (as defined below) unless, in the case of a Non-Qualified
      Stock Option, the exercise period is extended by the Plan Administrator until
      a
      date not later than the expiration date of the Option; or (iv) the
      expiration of one year from termination of an Optionee’s employment or
      contractual relationship by reason of death or Disability (as defined below)
      unless, in the case of a Non-Qualified Stock Option, the exercise period is
      extended by the Plan Administrator until a date not later than the expiration
      date of the Option. Upon the death of an Optionee, any vested Options held
      by
      the Optionee shall be exercisable only by the person or persons to whom such
      Optionee’s rights under such Option shall pass by the Optionee’s will or by the
      laws of descent and distribution of the state or county of the Optionee’s
      domicile at the time of death and only until such Options terminate as provided
      above. For purposes of the Plan, unless otherwise defined in the Agreement,
      “Disability” shall mean medically determinable physical or mental impairment
      which has lasted or can be expected to last for a continuous period of not
      less
      than twelve (12) months or that can be expected to result in death (within
      the
      meaning of Section 22(e)(3) of the Code). The Plan Administrator shall
      determine whether an Optionee has incurred a Disability on the basis of medical
      evidence acceptable to the Plan Administrator. Upon making a determination
      of
      Disability, the Plan Administrator shall, for purposes of the Plan, determine
      the date of an Optionee’s termination of employment or contractual
      relationship.

     

    Unless
      accelerated in accordance with Section 5(f) above, unvested Options shall
      terminate immediately upon termination of employment of the Optionee by the
      Company for any reason whatsoever, including death or Disability. For purposes
      of this Plan, transfer of employment between or among the Company and/or any
      Related Corporation shall not be deemed to constitute a termination of
      employment with the Company or any Related Corporation. For purposes of this
      subsection, employment shall be deemed to continue while the Optionee is on
      military leave, sick leave or other bona fide leave of absence (as determined
      by
      the Plan Administrator). The foregoing notwithstanding, employment shall not
      be
      deemed to continue beyond the first ninety (90) days of such leave, unless
      the
      Optionee’s re-employment rights are guaranteed by statute or by
      contract.

    
       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      

        
          	 	
                  (h)

                	
                  Exercise
                    of Options.

                


        

      

    

     

    Options
      shall be exercisable, in full or in part, at any time after vesting, until
      termination. 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 term. No portion of any Option for less
      than One Hundred (100) shares (as adjusted pursuant to Section 5(m) below)
      may be exercised; provided,
      that if
      the vested portion of any Option is less than One Hundred (100) shares, it
      may
      be exercised with respect to all shares for which it is vested. Only whole
      shares may be issued pursuant to an Option, and to the extent that an Option
      covers less than one (1) share, it is unexercisable.

     

    Options
      or portions thereof may be exercised by giving written notice to the Company,
      which notice shall specify the number of shares to be purchased, and be
      accompanied by payment in the amount of the aggregate exercise price for the
      Common Stock so purchased, which payment shall be in the form specified in
      Section 5(i) below. The Company shall not be obligated to issue, transfer
      or deliver a certificate of Common Stock to the Holder of any Option, until
      provision has been made by the Holder, to the satisfaction of the Company,
      for
      the payment of the aggregate exercise price for all shares for which the Option
      shall have been exercised and for satisfaction of any tax withholding
      obligations associated with such exercise. During the lifetime of an Optionee,
      Options are exercisable only by the Optionee or in the case of a Non-Qualified
      Stock Option, transferee who takes title to such Option in the manner permitted
      by subsection 5(k) hereof. 

    
      

        
          	 	
                  (i)

                	
                  Payment
                    upon Exercise of
                    Option.

                


        

      

    

     

    Upon
      the
      exercise of any Option, the aggregate exercise price shall be paid to the
      Company in cash or by certified or cashier’s check. In addition, the Holder may
      pay for all or any portion of the aggregate exercise price by complying with
      one
      or more of the following alternatives:

     

    (1) by
      delivering to the Company shares of Common Stock previously held by such Holder,
      or by the Company withholding shares of Common Stock otherwise deliverable
      pursuant to exercise of the Option, which shares of Common Stock received or
      withheld shall have a fair market value at the date of exercise (as determined
      by the Plan Administrator) equal to the aggregate exercise price to be paid
      by
      the Optionee upon such exercise;

     

    (2) by
      delivering a properly executed exercise notice together with irrevocable
      instructions to a broker promptly to sell or margin a sufficient portion of
      the
      shares and deliver directly to the Company the amount of sale or margin loan
      proceeds to pay the exercise price; or

     

    (3) by
      complying with any other payment mechanism approved by the Plan Administrator
      at
      the time of exercise.

     

    Notwithstanding
      the foregoing, without the prior written consent of the Plan Administrator,
      a
      Holder shall not surrender, or attest to the ownership of, shares of Common
      Stock in payment of the exercise price if such action would cause the Company
      to
      recognize compensation expense (or additional compensation expense) with respect
      to any option for financial reporting purposes.

    
      

        
          	 	
                  (j)

                	
                  Rights
                    as a Shareholders

                


        

      

    

     

    A
      Holder
      shall have no rights as a shareholder with respect to any shares covered by
      an
      Option until such Holder becomes a record holder of such shares, irrespective
      of
      whether such Holder has given notice of exercise. No rights shall accrue to
      a
      Holder and no adjustments shall be made on account of dividends (ordinary or
      extraordinary, whether in cash, securities or other property) or distributions
      or other rights declared on, or created in, the Common Stock for which the
      record date is prior to the date the Holder becomes a record holder of the
      shares of Common Stock covered by the Option, irrespective of whether such
      Holder has given notice of exercise.

    
       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      

        
          	 	
                  (k)

                	
                  Transfer
                    of Option.

                


        

      

    

     

    Options
      granted under this Plan and the rights and privileges conferred by this Plan
      may
      not be transferred, assigned, pledged or hypothecated in any manner (whether
      by
      operation of law or otherwise) other than by will, by applicable laws of descent
      and distribution or (except in the case of an Incentive Stock Option) pursuant
      to a qualified domestic relations order, and shall not be subject to execution,
      attachment or similar process; provided
      however,
      that
      any Agreement may provide or be amended to provide that a Non-Qualified Stock
      Option to which it relates is transferable without payment of consideration
      to
      immediate family members of the Optionee or to trusts or partnerships or limited
      liability companies established exclusively for the benefit of the Optionee
      and
      the Optionee’s immediate family members. Upon any attempt to transfer, assign,
      pledge, hypothecate or otherwise dispose of any Option or of any right or
      privilege conferred by this Plan contrary to the provisions hereof, or upon
      the
      sale, levy or any attachment or similar process upon the rights and privileges
      conferred by this Plan, such Option shall thereupon terminate and become null
      and void.

    
      

        
          	 	
                  (l)

                	
                  Securities
                    Regulation and Tax
                    Withholding.

                


        

      

    

     

    (1) Shares
      shall not be issued with respect to an Option unless the exercise of such Option
      and the issuance and delivery of such shares shall comply with all relevant
      provisions of law, including, without limitation, Section 162(m) of the
      Code, any applicable state securities laws, the Securities Act of 1933, as
      amended, the Exchange Act, the rules and regulations thereunder and the
      requirements of any stock exchange or automated inter-dealer quotation system
      of
      a registered national securities association upon which such shares may then
      be
      listed, and such issuance shall be further subject to the approval of counsel
      for the Company with respect to such compliance, including the availability
      of
      an exemption from registration for the issuance and sale of such shares. The
      inability of the Company to obtain from any regulatory body the authority deemed
      by the Company to be necessary for the lawful issuance and sale of any shares
      under this Plan, or the unavailability of an exemption from registration for
      the
      issuance and sale of any shares under this Plan, shall relieve the Company
      of
      any liability with respect to the non-issuance or sale of such
      shares.

     

    As
      a
      condition to the exercise of an Option, the Plan Administrator may require
      the
      Holder to represent and warrant in writing at the time of such exercise that
      the
      shares are being purchased only for investment and without any then-present
      intention to sell or distribute such shares. At the option of the Plan
      Administrator, a stop-transfer order against such shares may be placed on the
      stock books and records of the Company, and a legend indicating that the stock
      may not be pledged, sold or otherwise transferred unless an opinion of counsel
      is provided stating that such transfer is not in violation of any applicable
      law
      or regulation, may be stamped on the certificates representing such shares
      in
      order to assure an exemption from registration. The Plan Administrator also
      may
      require such other documentation as may from time to time be necessary to comply
      with federal and state securities laws. 

     

    (2) The
      Holder shall pay to the Company by certified or cashier’s check, promptly upon
      exercise of an Option or, if later, the date that the amount of such obligations
      becomes determinable, all applicable federal, state, local and foreign
      withholding taxes that the Plan Administrator, in its discretion, determines
      to
      result upon exercise of an Option or from a transfer or other disposition of
      shares of Common Stock acquired upon exercise of an Option or otherwise related
      to an Option or shares of Common Stock acquired in connection with an Option.
      Upon approval of the Plan Administrator, a Holder may satisfy such obligation
      by
      complying with one or more of the following alternatives selected by the Plan
      Administrator:

     

    (A) by
      delivering to the Company shares of Common Stock previously held by such Holder
      or by the Company withholding shares of Common Stock otherwise deliverable
      pursuant to the exercise of the Option, which shares of Common Stock received
      or
      withheld shall have a fair market value at the date of exercise (as determined
      by the Plan Administrator) equal to any withholding tax obligations arising
      as a
      result of such exercise, transfer or other disposition;

     

    (B) by
      executing appropriate loan documents approved by the Plan Administrator by
      which
      the Holder borrows funds from the Company to pay any withholding taxes due
      under
      this Paragraph 2, with such repayment terms as the Plan Administrator shall
      select; or

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (C) by
      complying with any other payment mechanism approved by the Plan Administrator
      from time to time.

     

    Notwithstanding
      the foregoing, without the prior written consent of the Plan Administrator,
      a
      Holder shall not surrender, or attest to the ownership of, shares of Common
      Stock in payment of the exercise price if such action would cause the Company
      to
      recognize compensation expense (or additional compensation expense) with respect
      to any option for financial reporting purposes.

     

    (3) The
      issuance, transfer or delivery of certificates of Common Stock pursuant to
      the
      exercise of Options may be delayed, at the discretion of the Plan Administrator,
      until the Plan Administrator is satisfied that the applicable requirements
      of
      the federal and state securities laws and the withholding provisions of the
      Code
      have been met and that the Holder has paid or otherwise satisfied any
      withholding tax obligation as described in (2) above.

    
      

        
          	 	
                  (m)

                	
                  Stock
                    Dividend or Reorganization.

                


        

         

      

    

    (1) If
      (i) the Company shall at any time be involved in a transaction described in
      Section 424(a) of the Code (or any successor provision) or any “corporate
      transaction” described in the regulations thereunder; (ii) the Company
      shall declare a dividend payable in, or shall subdivide or combine, its Common
      Stock or (iii) any other event with substantially the same effect shall
      occur, the Plan Administrator shall, subject to applicable law, with respect
      to
      each outstanding Option, proportionately adjust the number of shares of Common
      Stock subject to such Option and/or the exercise price per share so as to
      preserve the rights of the Holder substantially proportionate to the rights
      of
      the Holder prior to such event, and to the extent that such action shall include
      an increase or decrease in the number of shares of Common Stock subject to
      outstanding Options, the number of shares available under Section 4 of this
      Plan shall automatically be increased or decreased, as the case may be,
      proportionately, without further action on the part of the Plan Administrator,
      the Company, the Company’s shareholders, or any Holder.

     

    (2) In
      the
      event that the presently authorized capital stock of the Company is changed
      into
      the same number of shares with a different par value, or without par value,
      the
      stock resulting from any such change shall be deemed to be Common Stock within
      the meaning of the Plan, and each Option shall apply to the same number of
      shares of such new stock as it applied to old shares immediately prior to such
      change.

     

    (3) If
      the
      Company shall at any time declare an extraordinary dividend with respect to
      the
      Common Stock, whether payable in cash or other property, the Plan Administrator
      may, subject to applicable law, in the exercise of its sole discretion and
      with
      respect to each outstanding Option, proportionately adjust the number of shares
      of Common Stock subject to such Option and/or adjust the exercise price per
      share so as to preserve the rights of the Holder substantially proportionate
      to
      the rights of the Holder prior to such event, and to the extent that such action
      shall include an increase or decrease in the number of shares of Common Stock
      subject to outstanding Options, the number of shares available under
      Section 4 of this Plan shall automatically be increased or decreased, as
      the case may be, proportionately, without further action on the part of the
      Plan
      Administrator, the Company, the Company’s shareholders, or any
      Holder.

     

    (4) The
      foregoing adjustments in the shares subject to Options shall be made by the
      Plan
      Administrator, or by any successor administrator of this Plan, or by the
      applicable terms of any assumption or substitution document.

     

    (5) 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, to merge, consolidate or dissolve, to liquidate or to
      sell or transfer all or any part of its business or assets.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      
        
           

          
            	
                    6.

                  	
                    EFFECTIVE
                      DATE; TERM.

                  


          

        

      

       

    

    Incentive
      Stock Options may be granted by the Plan Administrator from time to time on
      or
      after the date on which this Plan is adopted (the “Effective Date”) through the
      day immediately preceding the tenth anniversary of the Effective Date.
      Non-Qualified Stock Options may be granted by the Plan Administrator on or
      after
      the Effective Date and until this Plan is terminated by the Board in its sole
      discretion. Termination of this Plan shall not terminate any Option granted
      prior to such termination. Any Incentive Stock Options granted by the Plan
      Administrator prior to the approval of this Plan by the shareholders of the
      Company in accordance with Section 422 of the Code shall be granted subject
      to ratification of this Plan by the shareholders of the Company within twelve
      (12) months before or after the Effective Date. Any Option granted by the Plan
      Administrator to any Covered Employee prior to the approval of this Plan by
      the
      shareholders of the Company in accordance with such Code provision shall be
      granted subject to ratification of this Plan by the shareholders of the Company
      within twelve (12) months before or after the Effective Date. If such
      shareholder ratification is sought and not obtained, all Options granted prior
      thereto and thereafter shall be considered Non-Qualified Stock Options and
      any
      Options granted to Covered Employees will not be eligible for the exclusion
      set
      forth in Section 162(m) of the Code with respect to the deductibility by
      the Company of certain compensation.

    
      
        
          
             

            
              	
                      7.

                    	
                      NO
                        OBLIGATIONS TO EXERCISE
                        OPTION.

                    


            

          

        

      

    

     

    The
      grant
      of an Option shall impose no obligation upon the Optionee to exercise such
      Option.

    
      
        
          
             

            
              	
                      8.

                    	
                      NO
                        RIGHT TO OPTIONS OR TO
                        EMPLOYMENT.

                    


            

          

        

      

    

     

    Whether
      or not any Options are to be granted under this Plan shall be exclusively within
      the discretion of the Plan Administrator, and nothing contained in this Plan
      shall be construed as giving any person any right to participate under this
      Plan. The grant of an Option shall in no way constitute any form of agreement
      or
      understanding binding on the Company or any Related Company, express or implied,
      that the Company or any Related Company will employ or contract with an Optionee
      for any length of time, nor shall it interfere in any way with the Company’s or,
      where applicable, a Related Company’s right to terminate Optionee’s employment
      at any time, which right is hereby reserved.

    
      
        
          
             

            
              	
                      9.

                    	
                      APPLICATION
                        OF
                        FUNDS.

                    


            

          

        

      

    

     

    The
      proceeds received by the Company from the sale of Common Stock issued upon
      the
      exercise of Options shall be used for general corporate purposes, unless
      otherwise directed by the Board.

    
      
        
          
             

            
              	
                      10.

                    	
                      INDEMNIFICATION
                        OF PLAN
                        ADMINISTRATOR.

                    


            

          

        

      

    

     

    In
      addition to all other rights of indemnification they may have as members of
      the
      Board, members of the Plan Administrator shall be indemnified by the Company
      for
      all reasonable expenses and liabilities of any type or nature, including
      attorneys’ fees, incurred in connection with any action, suit or proceeding to
      which they or any of them are a party by reason of, or in connection with,
      this
      Plan or any Option granted under this Plan, and against all amounts paid by
      them
      in settlement thereof (provided that such settlement is approved by independent
      legal counsel selected by the Company), except to the extent that such expenses
      relate to matters for which it is adjudged that such Plan Administrator member
      is liable for willful misconduct; provided, that within fifteen (15) days after
      the institution of any such action, suit or proceeding, the Plan Administrator
      member involved therein shall, in writing, notify the Company of such action,
      suit or proceeding, so that the Company may have the opportunity to make
      appropriate arrangements to prosecute or defend the same.

    
      
        
          
             

            
              
                
                

              

              
                12

                
                  

                

              

              
                
                

              

            

             

            
              	
                      11.

                    	
                      AMENDMENT
                        OF
                        PLAN.

                    


            

          

        

      

    

     

    The
      Plan
      Administrator may, at any time, modify, amend or terminate this Plan or modify
      or amend Options granted under this Plan, including, without limitation, such
      modifications or amendments as are necessary to maintain compliance with
      applicable statutes, rules or regulations; provided
      however,
      no
      amendment with respect to an outstanding Option which has the effect of reducing
      the benefits afforded to the Holder thereof shall be made over the objection
      of
      such Holder; further
      provided,
      that
      the events triggering acceleration of vesting of outstanding Options may be
      modified, expanded or eliminated without the consent of Holders. The Plan
      Administrator may condition the effectiveness of any such amendment on the
      receipt of shareholder approval at such time and in such manner as the Plan
      Administrator may consider necessary for the Company to comply with or to avail
      the Company and/or the Optionees of the benefits of any securities, tax, market
      listing or other administrative or regulatory requirement. Without limiting
      the
      generality of the foregoing, the Plan Administrator may modify grants to persons
      who are eligible to receive Options under this Plan who are foreign nationals
      or
      employed outside the United States to recognize differences in local law, tax
      policy or custom.

     

    Effective
      Date: May 30, 2008

    


    CANAM
      URANIUM CORP.

    


    


    


    ____________________________

    President

     

    
      
        
        

      

      
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