Filed by Automated Filing Services Inc. (604) 609-0244 -  Silverado Gold Mines Ltd. - Exhibit 4.1






 EXHIBIT 4.1

 SILVERADO GOLD MINES LTD.

 2006-II STOCK OPTION PLAN

 As Adopted March 29, 2006

 ARTICLE 1. THE PLAN

 1.1 Title 

 This plan is entitled the “2006-II Stock Option Plan”
  (the "Plan") of Silverado Gold Mines Ltd., a British Columbia corporation (the
  "Company”).

 1.2 Purpose

 The purpose of the Plan is to enhance the long-term stockholder
  value of the Company by offering opportunities to directors, officers, employees
  and eligible consultants of the Company and any Related Company, as defined
  below, to acquire and maintain stock ownership in the Company in order to give
  these persons the opportunity to participate in the Company's growth and success,
  and to encourage them to remain in the service of the Company or a Related Company.

 ARTICLE 2. DEFINITIONS 

 The following terms will have the following meanings in the
  Plan:

 "Board" means the Board of Directors of the Company.

 "Cause," unless otherwise defined in the instrument
  evidencing the award or in an employment or services agreement between the Company
  or a Related Company and a Participant, means a material breach of the employment
  or services agreement, dishonesty, fraud, misconduct, unauthorized use or disclosure
  of confidential information or trade secrets, or conviction or confession of
  a crime punishable by law (except minor violations), in each case as determined
  by the Plan Administrator, and its determination shall be conclusive and binding.

 "Code" means the Internal Revenue Code of 1986, as
  amended from time to time.

 "Common Shares" means the common shares, no par value,
  of the Company.

 "Consultant Participant" means a Participant who is
  defined as a Consultant Participant in Article 5.




 "Corporate Transaction," unless otherwise defined in
  the instrument evidencing the Option or in a written employment or services
  agreement between the Company or a Related Company and a Participant, means
  consummation of either: a) a merger or consolidation of the Company with or
  into any other corporation, entity or person, or b) a sale, lease, exchange
  or other transfer in one transaction or a series of related transactions of
  all or substantially all the Company's outstanding securities or all or substantially
  all the Company's assets; provided, however, that a Corporate Transaction shall
  not include a Related Party Transaction.

 "Disability," unless otherwise defined by the
  Plan Administrator, means a mental or physical impairment of the Participant
  that is expected to result in death or that has lasted or is expected to last
  for a continuous period of 12 months or more and that causes the Participant
  to be unable, in the opinion of the Company, to perform his or her duties for
  the Company or a Related Company and to be engaged in any substantial gainful
  activity.

 "Employment Termination Date" means, with respect to
  a Participant, the first day upon which the Participant no longer has an employment
  or service relationship with the Company or any Related Company.

 "Exchange Act" means the Securities Exchange Act of
  1934, as amended.

 "Fair Market Value" means the per share value of the
  Common Shares determined as follows (a) if the Common Shares are listed on an
  established stock exchange or exchanges or the NASDAQ National Market, the closing
  price per share on the last trading day immediately preceding such date on the
  principal exchange on which it is traded or as reported by NASDAQ; (b) if the
  Common Shares are not then listed on an exchange or the NASDAQ National Market,
  but is quoted on the NASDAQ Small Cap Market, the NASDAQ electronic bulletin
  board, the OTC Bulletin Board, or the National Quotation Bureau pink sheets,
  the average of the closing bid and asked prices per share for the Common Shares
  as quoted by NASDAQ or the National Quotation Bureau, as the case may be, on
  the last trading day immediately preceding such date; or (c) if there is no
  such reported market for the Common Shares for the date in question, then an
  amount determined in good faith by the Plan Administrator.

 "Grant Date" means the date on which the Plan Administrator
  completes the corporate action relating to the grant of an Option or such later
  date specified by the Plan Administrator, and on which all conditions precedent
  to the grant have been satisfied, provided that conditions to the exercisability
  or vesting of Options shall not defer the Grant Date.

 "Incentive Stock Option" means an Option granted with
  the intention, as reflected in the instrument evidencing the Option, that it
  qualify as an "incentive stock option" as that term is defined in Section 422
  of the Code.

 "Nonqualified Stock Option" means an Option other than
  an Incentive Stock Option.




 "Option" means the right to purchase Common Shares
  granted under Article 7.

 "Option Expiration Date" has the meaning set forth
  in Article 7.6.

 "Option Term" has the meaning set forth in Article
  7.3. 

 "Participant" means the person to whom an Option is
  granted and who meets the eligibility requirements imposed by Article 5, including
  Consultant Participants, as defined in Article 5. 

 "Plan Administrator" has the meaning set forth in Article
  3.1. 

 "Related Company" means any entity that, directly or
  indirectly, is in control of or is controlled by the Company. 

 "Related Party Transaction" means (a) a merger or consolidation
  of the Company in which the holders of Common Shares immediately prior to the
  merger hold at least a majority of the Common Shares in the Successor Corporation
  immediately after the merger; (b) a sale, lease, exchange or other transaction
  in one transaction or a series of related transactions of all or substantially
  all the Company's assets to a wholly-owned subsidiary corporation; (c) a mere
  reincorporation of the Company; or (d) a transaction undertaken for the sole
  purpose of creating a holding company that will be owned in substantially the
  same proportion by the persons who held the Company's securities immediately
  before such transaction. 

 "Retirement," unless otherwise defined by the
  Plan Administrator from time to time for purposes of the Plan, means retirement
  on or after the individual's normal retirement date under the Company's 401(k)
  plan or other similar successor plan applicable to salaried employees. 

 "Securities Act" means the Securities Act of 1933,
  as amended. 

 "Successor Corporation" has the meaning set forth in
  Article 11.3.1. 

 "Vesting Commencement Date" means the Grant Date or
  such other date selected by the Plan Administrator as the date from which the
  Option begins to vest for purposes of Article 7.4. 

 ARTICLE 3. ADMINISTRATION 

 3.1 Plan Administrator 

 The Plan shall be administered by the Board or a committee
  appointed by, and consisting of one or more members of, the Board (the "Plan
  Administrator"). If and so long as the Common Shares are registered under Section
  12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the
  members of any committee acting as Plan Administrator, with respect to any persons
  subject or likely to become subject to Section 16 of the Exchange Act, the provisions
  regarding (a) "outside directors" as contemplated by Section 162(m) of the Code
  and (b) "nonemployee directors" as contemplated by Rule 16b-3 under the Exchange
  Act. Committee members shall serve for such term as the Board may determine,
  subject to removal by the Board at any time. At any time when no committee has
  been appointed to administer the Plan, then the Board will be the Plan Administrator.




 3.2 Administration and Interpretation by Plan Administrator
  

 Except for the terms and conditions explicitly set forth in
  the Plan, the Plan Administrator shall have exclusive authority, in its discretion,
  to determine all matters relating to Options under the Plan, including the selection
  of individuals to be granted Options, the type of Options, the number of Common
  Shares subject to an Option, all terms, conditions, restrictions and limitations,
  if any, of an Option and the terms of any instrument that evidences the Option.
  The Plan Administrator shall also have exclusive authority to interpret the
  Plan and the terms of any instrument evidencing the Option and may from time
  to time adopt and change rules and regulations of general application for the
  Plan's administration. The Plan Administrator's interpretation of the Plan and
  its rules and regulations, and all actions taken and determinations made by
  the Plan Administrator pursuant to the Plan, shall be conclusive and binding
  on all parties involved or affected. The Plan Administrator may delegate administrative
  duties to such of the Company's officers as it so determines. 

 ARTICLE 4. STOCK SUBJECT TO THE PLAN 

 4.1 Authorized Number of Shares 

 Subject to adjustment from time to time as provided in Article
  11.1, the number of shares of Common Shares available for issuance under the
  Plan shall be 28,000,000 common shares, no par value.

 4.2 Reuse of Shares 

 Any Common Shares that have been made subject to an Option
  that cease to be subject to the Option (other than by reason of exercise or
  settlement of the Option to the extent it is exercised for or settled in shares)
  shall again be available for issuance in connection with future grants of Options
  under the Plan. In the event shares issued under the Plan are reacquired by
  the Company pursuant to any forfeiture provision or right of repurchase, such
  shares shall again be available for the purposes of the Plan; provided, however,
  that the maximum number of shares that may be issued upon the exercise of Incentive
  Stock Options shall equal the share number stated in Article 4.1, subject to
  adjustment from time to time as provided in Article 11.1; and provided, further,
  that for purposes of Article 4.3, any such shares shall be counted in accordance
  with the requirements of Section 162(m) of the Code. 




 4.3 Limitations 

 Subject to adjustment from time to time as provided in Article
  11.1, not more than an aggregate of 28,000,000 common shares shall be available
  for issuance pursuant to grants of Stock Options under the Plan.

 ARTICLE 5. ELIGIBILITY 

 An Option may be granted to any officer, director or employee
  of the Company or a Related Company that the Plan Administrator from time to
  time selects. An Option may also be granted to any consultant who provides services
  to the Company or any Related Company or to any employee of such consultant
  (a “Consultant Participant”), so long as such Consultant Participant
  (a) is a natural person or an alter ego entity of the natural person providing
  the services; (b) renders bona fide services to the Company that are not in
  connection with the offer and sale of the Company's securities in a capital-raising
  transaction; and (c) does not directly or indirectly promote or maintain a market
  for the Company's securities. 

 ARTICLE 6. OPTIONS 

 6.1 Form and Grant of Options 

 The Plan Administrator shall have the authority, in its sole
  discretion, to determine the type or types of Options to be granted under the
  Plan. Options may be granted singly or in combination. 

 6.2 Settlement of Options 

 The Company may settle Options through the delivery of Common
  Shares, the granting of replacement Options or any combination thereof as the
  Plan Administrator shall determine. Any Option settlement, including payment
  deferrals, may be subject to such conditions, restrictions and contingencies
  as the Plan Administrator shall determine. The Plan Administrator may permit
  or require the deferral of any Option payment, subject to such rules and procedures
  as it may establish, which may include provisions for the payment or crediting
  of interest, or dividend equivalents, including converting such credits into
  deferred stock equivalents. 

 ARTICLE 7. GRANTS OF OPTIONS

 7.1 Grant of Options 

 The Plan Administrator shall have the authority, in its sole
  discretion, to grant Options as Incentive Stock Options or as Nonqualified Stock
  Options, which shall be appropriately designated. 




 7.2 Option Exercise Price 

 The exercise price for shares purchased under an Option shall
  be as determined by the Plan Administrator, provided that:

 (a) the exercise price for Options granted to Participants
  other than Consultant Participants but shall not be less than the minimum exercise
  price required by Article 8.3 with respect to Incentive Stock Options and shall
  not be less than 85% of Fair Market Value of the Common Shares on the Grant
  Date with respect to Nonqualified Stock Options;

 (b) the exercise price for Options granted to Consultant Participants
  shall not be less than the lesser of 85% of Fair Market Value of the Common
  Shares on the Grant Date.

 7.3 Term of Options 

 Subject to earlier termination in accordance with the terms
  of the Plan and the instrument evidencing the Option, the maximum term of an
  Option (the "Option Term") shall be as established for that Option by the Plan
  Administrator or, if not so established, shall be ten years from the Grant Date.


 7.4 Exercise of Options 

 The Plan Administrator shall establish and set forth in each
  instrument that evidences an Option the time at which, or the installments in
  which, the Option shall vest and become exercisable, any of which provisions
  may be waived or modified by the Plan Administrator at any time. 

 The Plan Administrator, in its sole discretion, may adjust
  the vesting schedule of an Option held by a Participant who works less than
  "full-time" as that term is defined by the Plan Administrator or who takes a
  Company-approved leave of absence. 

 To the extent an Option has vested and become exercisable,
  the Option may be exercised in whole or from time to time in part by delivery
  to the Company of a written stock option exercise agreement or notice, in a
  form and in accordance with procedures established by the Plan Administrator,
  setting forth the number of shares with respect to which the Option is being
  exercised, the restrictions imposed on the shares purchased under such exercise
  agreement, if any, and such representations and agreements as may be required
  by the Plan Administrator, accompanied by payment in full as described in Article
  7.5. An Option may be exercised only for whole shares and may not be exercised
  for less than a reasonable number of shares at any one time, as determined by
  the Plan Administrator. 




 7.5 Payment of Exercise Price 

 The exercise price for shares purchased under an Option shall
  be paid in full to the Company by delivery of consideration equal to the product
  of the Option exercise price and the number of shares purchased. Such consideration
  must be in accordance with the requirements of the British Columbia Business
  Corporations Act and the Articles of Incorporation and Bylaws of the Company,
  must be paid before the Company will issue the shares being purchased and must
  be in a form or a combination of forms acceptable to the Plan Administrator
  for that purchase. 

 7.6 Post-Termination Exercises 

 The Plan Administrator shall establish and set forth in each
  instrument that evidences an Option whether the Option shall continue to be
  exercisable, and the terms and conditions of such exercise, if the Participant
  ceases to be employed by, or to provide services to, the Company or a Related
  Company, which provisions may be waived or modified by the Plan Administrator
  at any time. If not so established in the instrument evidencing the Option,
  the Option shall be exercisable according to the following terms and conditions,
  which may be waived or modified by the Plan Administrator at any time: 

	 	 (a) 	 Except as otherwise set forth in this Article
        7.6, any portion of an Option that is not vested and exercisable on the
        Employment Termination Date shall expire on such date.

	 	 	 	 
	 	 (b) 	 Any portion of an Option that is vested
        and exercisable on the Employment Termination Date shall expire on the
        earliest to occur of

	 	 	 	 
			 (i) 	 if the Participant's Employment Termination Date occurs
        for reasons other than Cause, Retirement, Disability or death, the day
        which is three months after such Employment Termination Date;

	 	 	 	 
			 (ii) 	 if the Participant's Employment Termination Date occurs
        by reason of Retirement, Disability or death, the one-year anniversary
        of such Employment Termination Date; and

	 	 	 	 
			 (iii) 	 the last day of the Option Term (the "Option Expiration
        Date").

	 	 	 	 
			 Notwithstanding the foregoing, if the
        Participant dies after his or her Employment Termination Date but while
        an Option is otherwise exercisable, the portion of the Option that is
        vested and exercisable on such Employment Termination Date shall expire
        upon the earlier to occur of (y) the Option Expiration Date and (z) the
        one-year anniversary of the date of death, unless the Plan Administrator
        determines otherwise.

	 	 	 	 
			 Also notwithstanding the foregoing, in
        case of termination of the Participant's employment or service relationship
        for Cause, all Options granted to that Participant shall automatically
        expire upon first notification to the Participant of such termination,
        unless the Plan Administrator







 

			 determines otherwise. If a Participant's employment
        or service relationship with the Company is suspended pending an investigation
        of whether the Participant shall be terminated for Cause, all the Participant's
        rights under any Option shall likewise be suspended during the period
        of investigation. If any facts that would constitute termination for Cause
        are discovered after the Participant's relationship with the Company or
        a Related Company has ended, any Option then held by the Participant may
        be immediately terminated by the Plan Administrator, in its sole discretion.

	 	 	 
	 	 (c) 	 A Participant's transfer of employment or service
        relationship between or among the Company and any Related Company, or
        a change in status from an employee to a consultant, agent, advisor or
        independent contractor or a change in status from a consultant, agent,
        advisor or independent contractor to an employee, shall not be considered
        a termination of employment or service relationship for purposes of this
        Article 7. Unless the Plan Administrator determines otherwise, a termination
        of employment or service relationship shall be deemed to occur if a Participant's
        employment or service relationship is with an entity that has ceased to
        be a Related Company.

	 	 	 
	 	 (d) 	 The effect of a Company-approved leave of absence
        on the application of this Article 7 shall be determined by the Plan Administrator,
        in its sole discretion.

	 	 	 
	 	 (e) 	 If a Participant's employment or service relationship
        with the Company or a Related Company terminates by reason of Disability
        or death, the Option shall become fully vested and exercisable for all
        the shares subject to the Option. Such Option shall remain exercisable
        for the time period set forth in this Article 7.6.



 ARTICLE 8. INCENTIVE STOCK OPTION LIMITATIONS 

 Notwithstanding any other provisions of the Plan, and to the
  extent required by Section 422 of the Code, Incentive Stock Options shall be
  subject to the following additional terms and conditions: 

 8.1 Dollar Limitation 

 To the extent the aggregate Fair Market Value (determined
  as of the Grant Date) of Common Shares with respect to which Incentive Stock
  Options are exercisable for the first time during any calendar year (under the
  Plan and all other stock option plans of the Company) exceeds $100,000,
  such portion in excess of $100,000 shall be treated as a Nonqualified Stock
  Option. In the event the Participant holds two or more such Options that become
  exercisable for the first time in the same calendar year, such limitation shall
  be applied on the basis of the order in which such Options are granted. 




 8.2 Eligible Employees 

 Individuals who are not employees of the Company or one of
  its parent corporations or subsidiary corporations may not be granted Incentive
  Stock Options. 

 8.3 Exercise Price 

 The exercise price of an Incentive Stock Option shall be at
  least 100% of the Fair Market Value of the Common Shares on the Grant Date,
  and in the case of an Incentive Stock Option granted to a Participant who owns
  more than 10% of the total combined voting power of all classes of the stock
  of the Company or of its parent or subsidiary corporations (a "Ten Percent Stockholder"),
  shall not be less than 110% of the Fair Market Value of the Common Shares on
  the Grant Date. 

 The determination of more than 10% ownership shall be made
  in accordance with Section 422 of the Code. 

 8.4 Exercisability 

 An Option designated as an Incentive Stock Option shall cease
  to qualify for favorable tax treatment as an Incentive Stock Option to the extent
  it is exercised (if permitted by the terms of the Option) (a) more than three
  months after the Employment Termination Date if termination was for reasons
  other than death or disability, (b) more than one year after the Employment
  Termination Date if termination was by reason of disability, or (c) after the
  Participant has been on leave of absence for more than 90 days, unless the Participant's
  reemployment rights are guaranteed by statute or contract. 

 8.5 Taxation of Incentive Stock Options 

 In order to obtain certain tax benefits afforded to Incentive
  Stock Options under Section 422 of the Code, the Participant must hold the shares
  acquired upon the exercise of an Incentive Stock Option for two years after
  the Grant Date and one year after the date of exercise. 

 A Participant may be subject to the alternative minimum tax
  at the time of exercise of an Incentive Stock Option. The Participant shall
  give the Company prompt notice of any disposition of shares acquired on the
  exercise of an Incentive Stock Option prior to the expiration of such holding
  periods. 

 8.6 Code Definitions 

 For the purposes of this Article 8, "parent corporation,"
  "subsidiary corporation" and "disability" shall have the meanings attributed
  to those terms for purposes of Section 422 of the Code. 




 ARTICLE 9. WITHHOLDING 

 9.1 General 

 The Company may require the Participant to pay to the Company
  the amount of any taxes that the Company is required by applicable federal,
  state, local or foreign law to withhold with respect to the grant, vesting or
  exercise of an Option. The Company shall not be required to issue any shares
  Common Shares under the Plan until such obligations are satisfied. 

 9.2 Payment of Withholding Obligations in Cash or Shares
  

 The Plan Administrator may permit or require a Participant
  to satisfy all or part of his or her tax withholding obligations by (a) paying
  cash to the Company, (b) having the Company withhold from any cash amounts otherwise
  due or to become due from the Company to the Participant, (c) having the Company
  withhold a portion of any Common Shares that would otherwise be issued to the
  Participant having a value equal to the tax withholding obligations (up to the
  employer's minimum required tax withholding rate), or (d) surrendering any Common
  Shares that the Participant previously acquired having a value equal to the
  tax withholding obligations (up to the employer's minimum required tax withholding
  rate to the extent the Participant has held the surrendered shares for less
  than six months). 

 ARTICLE 10. ASSIGNABILITY 

 Neither an Option nor any interest therein may be assigned,
  pledged or transferred by the Participant or made subject to attachment or similar
  proceedings other than by will or by the applicable laws of descent and distribution,
  and, during the Participant's lifetime, such Options may be exercised only by
  the Participant. Notwithstanding the foregoing, and to the extent permitted
  by Section 422 of the Code, the Plan Administrator, in its sole discretion,
  may permit a Participant to assign or transfer an Option or may permit a Participant
  to designate a beneficiary who may exercise the Option or receive payment under
  the Option after the Participant's death; provided, however, that any Option
  so assigned or transferred shall be subject to all the terms and conditions
  of the Plan and those contained in the instrument evidencing the Option. 

 ARTICLE 11. ADJUSTMENTS 

 11.1 Adjustment of Shares 

 In the event, at any time or from time to time, a stock dividend,
  stock split, spin-off, combination or exchange of shares, recapitalization,
  merger, consolidation, distribution to stockholders other than a normal cash
  dividend, or other change in the Company's corporate or capital structure, including,
  without limitation, a Related Party Transaction, results in (a) the outstanding
  Common Shares, or any securities exchanged therefor or 




 received in their place, being exchanged for a different number
  or kind of securities of the Company or of any other corporation or (b) new,
  different or additional securities of the Company or of any other corporation
  being received by the holders of Common Shares of the Company, then the Plan
  Administrator shall make proportional adjustments in (i) the maximum number
  and kind of securities subject to the Plan and issuable as Incentive Stock Options
  as set forth in Article 4 and the maximum number and kind of securities that
  may be made subject to Options and to Options to any individual as set forth
  in Article 4.3, and (ii) the number and kind of securities that are subject
  to any outstanding Award and the per share price of such securities, without
  any change in the aggregate price to be paid therefor. The determination by
  the Plan Administrator as to the terms of any of the foregoing adjustments shall
  be conclusive and binding. Notwithstanding the foregoing, a dissolution or liquidation
  of the Company or a Corporate Transaction shall not be governed by this Article
  11.1 but shall be governed by Articles 11.2 and 11.3, respectively. 

 11.2 Dissolution or Liquidation 

 To the extent not previously exercised or settled, and unless
  otherwise determined by the Plan Administrator in its sole discretion, Options
  shall terminate immediately prior to the dissolution or liquidation of the Company.
  To the extent a forfeiture provision or repurchase right applicable to an Option
  has not been waived by the Plan Administrator, the Option shall be forfeited
  immediately prior to the consummation of the dissolution or liquidation. 

 11.3 Corporate Transaction Options 

 (a) In the event of a Corporate Transaction, except as otherwise
  provided in the instrument evidencing an Option (or in a written employment
  or services agreement between a Participant and the Company or Related Company)
  and except as provided in subsection (b) below, each outstanding Option shall
  be assumed or an equivalent option or right substituted by the surviving corporation,
  the successor corporation or its parent corporation, as applicable (the "Successor
  Corporation").

 (b) If, in connection with a Corporate Transaction, the Successor
  Corporation refuses to assume or substitute for an Option, then each such outstanding
  Option shall become fully vested and exercisable with respect to 100% of the
  unvested portion of the Option. In such case, the Plan Administrator shall notify
  the Participant in writing or electronically that the unvested portion of the
  Option specified above shall be fully vested and exercisable for a specified
  time period. At the expiration of the time period, the Option shall terminate,
  provided that the Corporate Transaction has occurred.

 (c) For the purposes of this Article 11.3, the Option shall
  be considered assumed or substituted for if following the Corporate Transaction
  the option or right confers the right to purchase or receive, for each share
  of Common Shares subject to the Option immediately prior to the Corporate Transaction,
  the consideration (whether stock, cash, or other securities or property) received
  in the Corporate Transaction by holders of 




 Common Shares for each share held on the effective date of
  the transaction (and if holders were offered a choice of consideration, the
  type of consideration chosen by the holders of a majority of the outstanding
  shares); provided, however, that if such consideration received in the Corporate
  Transaction is not solely Common Shares of the Successor Corporation, the Plan
  Administrator may, with the consent of the Successor Corporation, provide for
  the consideration to be received upon the exercise of the Option, for each share
  of Common Shares subject thereto, to be solely Common Shares of the Successor
  Corporation substantially equal in fair market value to the per share consideration
  received by holders of Common Shares in the Corporate Transaction. The determination
  of such substantial equality of value of consideration shall be made by the
  Plan Administrator and its determination shall be conclusive and binding.

 (d) All Options shall terminate and cease to remain outstanding
  immediately following the Corporate Transaction, except to the extent assumed
  by the Successor Corporation. 

 11.4 Further Adjustment of Options 

 Subject to Articles 11.2 and 11.3, the Plan Administrator
  shall have the discretion, exercisable at any time before a sale, merger, consolidation,
  reorganization, liquidation or change of control of the Company, as defined
  by the Plan Administrator, to take such further action as it determines to be
  necessary or advisable, and fair and equitable to the Participants, with respect
  to Options. Such authorized action may include (but shall not be limited to)
  establishing, amending or waiving the type, terms, conditions or duration of,
  or restrictions on, Options so as to provide for earlier, later, extended or
  additional time for exercise, lifting restrictions and other modifications,
  and the Plan Administrator may take such actions with respect to all Participants,
  to certain categories of Participants or only to individual Participants. The
  Plan Administrator may take such action before or after granting Options to
  which the action relates and before or after any public announcement with respect
  to such sale, merger, consolidation, reorganization, liquidation or change of
  control that is the reason for such action. 

 11.5 Limitations 

 The grant of Options shall in no way affect the Company's
  right to adjust, reclassify, reorganize or otherwise change its capital or business
  structure or to merge, consolidate, dissolve, liquidate or sell or transfer
  all or any part of its business or assets. 

 11.6 Fractional Shares 

 In the event of any adjustment in the number of shares covered
  by any Option, each such Option shall cover only the number of full shares resulting
  from such adjustment. 




 ARTICLE 12. AMENDMENT AND TERMINATION 

 12.1 Amendment or Termination of Plan 

 The Board may suspend, amend or terminate the Plan or any
  portion of the Plan at any time and in such respects as it shall deem advisable;
  provided, however, that to the extent required for compliance with Section 422
  of the Code or any applicable law or regulation, stockholder approval shall
  be required for any amendment that would (a) increase the total number of shares
  available for issuance under the Plan, (b) modify the class of employees eligible
  to receive Options, or (c) otherwise require stockholder approval under any
  applicable law or regulation. Any amendment made to the Plan that would constitute
  a "modification" to Incentive Stock Options outstanding on the date of such
  amendment shall not, without the consent of the Participant, be applicable to
  such outstanding Incentive Stock Options but shall have prospective effect only.


 12.2 Term of Plan 

 Unless sooner terminated as provided herein, the Plan shall
  terminate ten years after the earlier of the Plan's adoption by the Board and
  approval by the stockholders. 

 12.3 Consent of Participant 

 The suspension, amendment or termination of the Plan or a
  portion thereof or the amendment of an outstanding Option shall not, without
  the Participant's consent, materially adversely affect any rights under any
  Option theretofore granted to the Participant under the Plan. Any change or
  adjustment to an outstanding Incentive Stock Option shall not, without the consent
  of the Participant, be made in a manner so as to constitute a "modification"
  that would cause such Incentive Stock Option to fail to continue to qualify
  as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments
  made pursuant to Article 12 shall not be subject to these restrictions. 

 ARTICLE 13. GENERAL 

 13.1 Evidence of Options 

 Options granted under the Plan shall be evidenced by a written
  instrument that shall contain such terms, conditions, limitations and restrictions
  as the Plan Administrator shall deem advisable and that are not inconsistent
  with the Plan. 

 13.2 No Individual Rights 

 Nothing in the Plan or any Option granted under the Plan shall
  be deemed to constitute an employment contract or confer or be deemed to confer
  on any Participant any right to continue in the employ of, or to continue any
  other relationship with, the Company or any Related Company or limit in any
  way the right of the Company or any Related Company to terminate a Participant's
  employment or other relationship at any time, with or without Cause. 




 13.3 Issuance of Shares 

 Notwithstanding any other provision of the Plan, the Company
  shall have no obligation to issue or deliver any Common Shares under the Plan
  or make any other distribution of benefits under the Plan unless, in the opinion
  of the Company's counsel, such issuance, delivery or distribution would comply
  with all applicable laws (including, without limitation, the requirements of
  the Securities Act), and the applicable requirements of any securities exchange
  or similar entity. 

 The Company shall be under no obligation to any Participant
  to register for offering or resale or to qualify for exemption under the Securities
  Act, or to register or qualify under state securities laws, any Common Shares,
  security or interest in a security paid or issued under, or created by, the
  Plan, or to continue in effect any such registrations or qualifications if made.
  The Company may issue certificates for shares with such legends and subject
  to such restrictions on transfer and stop-transfer instructions as counsel for
  the Company deems necessary or desirable for compliance by the Company with
  federal and state securities laws. 

 To the extent the Plan or any instrument evidencing an Option
  provides for issuance of stock certificates to reflect the issuance of Common
  Shares, the issuance may be effected on a noncertificated basis, to the extent
  not prohibited by applicable law or the applicable rules of any stock exchange.


 13.4 No Rights as a Stockholder 

 No Option or Stock Option denominated in units shall entitle
  the Participant to any cash dividend, voting or other right of a stockholder
  unless and until the date of issuance under the Plan of the shares that are
  the subject of such Option. 

 13.5 Compliance With Laws and Regulations 

 Notwithstanding anything in the Plan to the contrary, the
  Plan Administrator, in its sole discretion, may bifurcate the Plan so as to
  restrict, limit or condition the use of any provision of the Plan to Participants
  who are officers or directors subject to Section 16 of the Exchange Act without
  so restricting, limiting or conditioning the Plan with respect to other Participants.
  Additionally, in interpreting and applying the provisions of the Plan, any Option
  granted as an Incentive Stock Option pursuant to the Plan shall, to the extent
  permitted by law, be construed as an "incentive stock option" within the meaning
  of Section 422 of the Code. 




 13.6 Participants in Other Countries 

 The Plan Administrator shall have the authority to adopt such
  modifications, procedures and subplans as may be necessary or desirable to comply
  with provisions of the laws of other countries in which the Company or any Related
  Company may operate to assure the viability of the benefits from Options granted
  to Participants employed in such countries and to meet the objectives of the
  Plan. 

 13.7 No Trust or Fund 

 The Plan is intended to constitute an "unfunded" plan. Nothing
  contained herein shall require the Company to segregate any monies or other
  property, or Common Shares, or to create any trusts, or to make any special
  deposits for any immediate or deferred amounts payable to any Participant, and
  no Participant shall have any rights that are greater than those of a general
  unsecured creditor of the Company. 

 13.8 Severability 

 If any provision of the Plan or any Option is determined to
  be invalid, illegal or unenforceable in any jurisdiction, or as to any person,
  or would disqualify the Plan or any Option under any law deemed applicable by
  the Plan Administrator, such provision shall be construed or deemed amended
  to conform to applicable laws, or, if it cannot be so construed or deemed amended
  without, in the Plan Administrator's determination, materially altering the
  intent of the Plan or the Option, such provision shall be stricken as to such
  jurisdiction, person or Option, and the remainder of the Plan and any such Option
  shall remain in full force and effect. 

 13.9 Choice of Law 

 The Plan and all determinations made and actions taken pursuant
  heretoshall be governed by the laws of the Province of British Columbia without
  giving effect to principles of conflicts of law. 

 ARTICLE 14. EFFECTIVE DATE 

 The effective date is March 29, 2006, being the date on which
  the Plan was adopted by the Board. If the stockholders of the Company do not
  approve the Plan within 12 months after the Board's adoption of the Plan, any
  Incentive Stock Options granted under the Plan will be treated as Nonqualified
  Stock Options.