Filed by Automated Filing Services Inc. (604) 609-0244 - Coastport Capital Inc. - Exhibit 10.2






EXHIBIT 10-2 


STOCK OPTION PLAN 

 COASTPORT CAPITAL INC.

 

 

 STOCK OPTION PLAN 

 

 Dated November 1, 2004 

 

 

Accepted for filing by the TSX Venture Exchange on December
  14, 2004. 







 2

 ARTICLE I 

  DEFINITIONS AND INTERPRETATION 

 1.1       DEFINITIONS


 As used herein, unless anything in the subject matter or context
  is inconsistent therewith, the following terms shall have the meanings set forth
  below: 

 “Administrator” means such director or
  other senior officer or employee of the Company as may be designated as Administrator
  by the Board from time to time; 

 “Award Date” means the date on which the
  Board grants and announces a particular Option; 

 “Board” means the board of directors of
  the Company; 

 “Company” means Coastport Capital Inc.
  and any subsidiary thereof, (within the meaning of the Securities Act), as the
  context may apply;

 “Consultant” means an individual (or a
  company wholly owned by the individual) who (i) provides ongoing consulting,
  technical, management or other services to the Company (excluding services provided
  in relation to a distribution of the Company’s securities); (ii) possesses
  technical, business or management expertise of value to the Company; (iii) provides
  the services under a written contract with the Company; (iv) spends a significant
  amount of time and attention to the business and affairs of the Company; and
  (v) has a relationship with the Company that enables the individual to be knowledgeable
  about the business and affairs of the Company; 

 “Director” means directors, senior officers
  and Management Company Employees of the Company; 

 “Employee” means (i) an individual considered
  an employee under the Income Tax Act, Canada (i.e. for whom income tax
  and other deductions are made by the Company); (ii) an individual who works
  full-time for the Company providing services normally provided by an employee
  of the Company but for whom income tax and other deductions are not made by
  the Company; and (iii) an individual who works for the Company on a continuing
  and regular basis for a minimum amount of time per week, but for whom income
  tax and other deductions are not made by the Company; 

 “Exchange” means the TSX Venture Exchange;


 “Exercise Notice” means the notice respecting
  the exercise of an Option, in the form set out as Schedule “B” hereto,
  duly executed by the Option Holder; 

 “Exercise Period” means the period during
  which a particular Option may be exercised, being the period from and including
  the Award Date through to and including the Expiry Date; 

 “Exercise Price” means the price at which
  an Option may be exercised as determined in accordance with section 3.6; 

 “Expiry Date” means the date determined
  in accordance with section 3.3 and after which a particular Option cannot be
  exercised; 

 “Insider” means a Director, a director
  or senior officer of a company that is an Insider or subsidiary of the Company,
  or a person that beneficially owns or controls, directly or indirectly, voting
  shares carrying more than 10% of the voting rights attached to all outstanding
  voting shares of the Company; 








 3

 “Investor Relations Activities” has the
  meaning ascribed thereto in the Exchange’s corporate finance manual; 

 “Management Company Employee” means an
  individual employed by a company providing management services to the Company,
  which are required for the ongoing successful operation of the business enterprise
  of the Company, but excluding a person engaged in Investor Relations Activities;


 “Option” means an option to acquire Shares,
  awarded to a Director, Employee or Consultant pursuant to the Plan; 

 “Option Certificate” means the certificate,
  substantially in the form set out as Schedule “A” hereto, evidencing
  an Option; 

 “Option Holder” means a current or former
  Director, Employee or Consultant who holds an unexercised and unexpired Option
  or, where applicable, the Personal Representative of such person; 

 “Personal Representative” means (i) in
  the case of a deceased Option Holder, the executor or administrator of the deceased
  duly appointed by a court or public authority having jurisdiction to do so;
  and (ii) in the case of an Option Holder who for any reason is unable to manage
  his or her affairs, the person entitled by law to act on behalf of such Option
  Holder; 

 “Plan” means this stock option plan;

 “Securities Act” means the Securities
  Act (British Columbia); and 

 “Share” or “Shares”
  means, as the case may be, one or more common shares without par value in the
  capital of the Company. 

 1.2       CHOICE OF LAW


 The Plan is established under, and the provisions of the Plan
  shall be interpreted and construed solely in accordance with, the laws of the
  Province of British Columbia. 

 1.3       HEADINGS 

 The headings used herein are for convenience only and are
  not to affect the interpretation of the Plan. 

 ARTICLE II 

  PURPOSE AND PARTICIPATION 

 2.1       PURPOSE


 The purpose of the Plan is to provide the Company with a Share-related
  mechanism to attract, retain and motivate Directors, Employees and Consultants,
  to reward such of those persons by the grant of options under the Plan by the
  Board from time to time for their contributions toward the long term goals of
  the Company and to enable and encourage such persons to acquire Shares as long
  term investments. 

 2.2       PARTICIPATION


 The Board shall, from time to time, in its sole discretion
  determine those Directors, Employees and Consultants, if any, to whom Options
  are to be awarded. If the Board elects to award an Option to a Director, the
  Board shall, in its sole discretion but subject to section 3.2, determine the
  number of Shares to be acquired on the exercise of such Option. If the Board
  elects to award an Option to an Employee or Consultant, the number of Shares
  to be acquired on the exercise of such Option shall be determined by the 








 4

 Board in its sole discretion, and in so doing the Board may
  take into account the following criteria: 

	 (a)      	 the person’s remuneration as at the Award
        Date in relation to the total remuneration payable by the Company to all
        of its Employees and Consultants as at the Award Date; 

	 
	 (b)      	 the length of time that the person has provided
        services to the Company; and 

	 
	 (c)      	 the nature and quality of work performed by the
        person. 



 2.3       NOTIFICATION OF
  AWARD 

 Following the approval by the Board of the awarding of an
  Option, the Administrator shall notify the Option Holder in writing of the award
  and shall enclose with such notice the Option Certificate representing the Option
  so awarded. 

 2.4       COPY OF PLAN 

 Each Option Holder, concurrently with the notice of the award
  of the Option, shall be provided with a copy of this Plan. A copy of any amendment
  to the Plan shall be promptly provided by the Administrator to each Option Holder.


 2.5       LIMITATION 

 This Plan does not give any Option Holder who is a Director
  the right to serve or continue to serve as a Director, nor does it give any
  Option Holder who is an Employee or Consultant the right to be or to continue
  to be employed or engaged by the Company. 

 ARTICLE III 

  TERMS AND CONDITIONS OF OPTIONS 

 3.1       BOARD TO ALLOT
  SHARES 

 The Shares to be issued to Option Holders upon the exercise
  of Options shall be allotted and authorized for issuance by the Board prior
  to the exercise thereof. 

 3.2       NUMBER OF SHARES


 The maximum number of Shares issuable under the Plan shall
  not exceed 10% of the number of Shares of the Company issued and outstanding
  as of each Award Date, inclusive of all Shares presently reserved for issuance
  pursuant to previously granted stock options, unless shareholder approval is
  obtained in advance in accordance with section 6.5 hereof. 

 Options that have been cancelled or that have expired without
  being exercised in full shall continue to be issuable under the Plan.

 3.3       TERM OF OPTION


 Subject to section 3.5, the Expiry Date of an Option shall
  be the date so fixed by the Board at the time the particular Option is awarded,
  provided that such date shall not be later than: 

	 (a)      	 for so long as the Company is classified as a Tier
        2 issuer or equivalent designation of the Exchange, the fifth anniversary
        of the Award Date of the Option; or 












 5

	 (b)      	 if the classification of the Company on the Exchange
        is upgraded to that of a Tier 1 issuer, or the Shares are no longer listed
        on the Exchange, the tenth anniversary of the Award Date of the Option.
      



 3.4       LIMITATIONS 

 The total number of Options awarded to any one individual
  in any twelve month period shall not exceed 5% of the issued and outstanding
  Shares of the Company at the Award Date (unless the Company is at the time a
  Tier 1 issuer and has obtained disinterested shareholder approval). 

 The total number of Options awarded to any one Consultant
  for the Company shall not exceed 2% of the issued and outstanding Shares of
  the Company at the Award Date without consent being obtained from the Exchange.

 The total number of Options awarded to all persons employed
  by the Company who perform Investor Relations Activities for the Company shall
  not exceed 2% of the issued and outstanding Shares of the Company, in any twelve
  month period, calculated at the Award Date without consent being obtained from
  the Exchange. 

 3.5       TERMINATION OF
  OPTION 

 An Option Holder may exercise an Option in whole or in part
  at any time or from time to time during the Exercise Period provided that, with
  respect to the exercise of part of an Option, the Board may at any time and
  from time to time fix limits, vesting requirements or restrictions in respect
  of which an Option Holder may exercise part of any Option held by him. Any Option
  or part thereof not exercised within the Exercise Period shall terminate and
  become null, void and of no effect as of 5:00 p.m. (Vancouver time) on the Expiry
  Date. The Expiry Date of an Option shall be the earlier of the date so fixed
  by the Board on the Award Date referred to in section 3.3 above, and the date
  established, if applicable, in subsections (a) to (c) below. 

	 (a)      	 Death 

	 
	 	 In the event that the Option Holder should
        die while he or she is still (i) a Director or Employee, (other than an
        Employee performing Investor Relations Activities) the Expiry Date shall
        be 12 months from the date of death of the Option Holder; or (ii) a Consultant,
        or an Employee performing Investor Relations Activities, the Expiry Date
        shall be one month from the date of death of the Option Holder. 

	 
	 (b)      	 Ceasing to Hold Office 

	 
	 	 In the event that the Option Holder holds
        his or her Option as Director and such Option Holder ceases to be a Director
        of the Company other than by reason of death, the Expiry Date of the Option
        shall be the 90th day following the date the Option Holder ceases to be
        a Director of the Company unless the Option Holder continues to be engaged
        by the Company as an Employee or Consultant, in which case the Expiry
        Date shall remain unchanged. However, if the Option Holder ceases to be
        a Director of the Company as a result of: 

	 
	 	 (i)     
      
	 ceasing to meet the qualifications set forth in
        s.124 of the Business Corporations Act (British Columbia); or 

	 
	 	 (ii)      
	 a special resolution having been passed by the members
        of the Company pursuant to subsection 128(3)(a) of the Business Corporations
        Act (British Columbia), 

	 
	 	 then the Expiry Date shall be the date
        the Option Holder ceases to be a Director of the Company. 












 6

	 (c)      	 Ceasing to be Employed 

	 
	 	 In the event that the Option Holder holds
        his or her Option as an Employee or Consultant of the Company (other than
        an Employee or Consultant performing Investor Relations Activities) and
        such Option Holder ceases to be an Employee or Consultant of the Company
        other than by reason of death, the Expiry Date of the Option shall be
        the 30th day following the date the Option Holder ceases to
        be an Employee or Consultant of the Company unless the Option Holder ceases
        to be such as a result of: 

	 
	 	 (i)     
      
	 termination for cause; or 

	 
	 	 (ii)      
	 an order of the British Columbia Securities Commission,
        the Exchange, or any regulatory body having jurisdiction to so order,
      

	 
	 	 in which case the Expiry Date shall
        be the date the Option Holder ceases to be an Employee or Consultant of
        the Company. 

	 
	 (d)      	 Ceasing to Perform Investor Relations
        Activities 

	 
	 	 Notwithstanding the paragraph (c) immediately
        above, in the event that the Option Holder holds his or her Option as
        an Employee or Consultant of the Company who provides Investor Relations
        Activities on behalf of the Company, and such Option Holder ceases to
        be an Employee or Consultant of the Company other than by reason of death,
        the Expiry Date shall be the date the Option Holder ceases to be an Employee
        or Consultant of the Company. 



 3.6       EXERCISE PRICE


 The Exercise Price shall be that price per Share, as determined
  by the Board in its sole discretion, and announced as of the Award Date, at
  which an Option Holder may purchase a Share upon the exercise of an Option,
  provided that it shall not be less than the closing price of the Company’s
  Shares traded through the facilities of the Exchange (or, if the Shares are
  no longer listed for trading on the Exchange, then such other exchange or quotation
  system on which the Shares are listed or quoted for trading) on the day preceding
  the Award Date, less any discount permitted by the Exchange, or such other price
  as may be required or permitted by the Exchange. 

 3.7       ASSIGNMENT OF OPTIONS
  

 Options may not be assigned or transferred, and all Option
  Certificates will be so legended, provided however that the Personal Representatives
  of an Option Holder may, to the extent permitted by section 4.1, exercise the
  Option within the Exercise Period. 

 3.8       ADJUSTMENTS


 If prior to the complete exercise of any Option the Shares
  are consolidated, subdivided, converted, exchanged or reclassified or in any
  way substituted for (collectively the “Event”), the Option, to the
  extent that it has not been exercised, shall be adjusted by the Board in accordance
  with such Event in the manner the Board deems appropriate. No fractional Shares
  shall be issued upon the exercise of the Options and accordingly, if as a result
  of the Event an Option Holder would become entitled to a fractional share, such
  Option Holder shall have the right to purchase only the next lowest whole number
  of shares and no payment or other adjustment will be made with respect to the
  fractional interest so disregarded. Additionally, no lots of Shares in an amount
  less than 500 Shares shall be issued upon the exercise of the Options unless
  such amount of Shares represents the balance left to be exercised under the
  Options. 








 7

 3.9       EXERCISE RESTRICTIONS


 The Board may, at the time an Option is awarded or upon renegotiation
  of the same, attach restrictions relating to the exercise of the Option, including
  vesting provisions. Any such restrictions shall be recorded on the applicable
  Option Certificate. 

 Notwithstanding the above, Options issued to Consultants performing
  Investor Relations Activities must vest in stages over at least twelve months
  with not more than one-quarter of the Options vesting in any three month period.


 3.10      REPRESENTATIONS
  

 For Options granted to Employees, Consultants or Management
  Company Employees, the Company will represent that the Option Holder is a bona
  fide Employee, Consultant or Management Company Employee, as the case may be.


 ARTICLE IV 

  EXERCISE OF OPTION 

 4.1       EXERCISE OF OPTION 

 An Option may be exercised only by the Option Holder or his
  Personal Representative. An Option Holder or his Personal Representative may
  exercise an Option in whole or in part, subject to any applicable exercise restrictions,
  at any time or from time to time during the Exercise Period up to 5:00 p.m.
  (Vancouver time) on the Expiry Date by delivering to the Administrator an Exercise
  Notice, the applicable Option Certificate and a certified cheque or bank draft
  payable to the Company in an amount equal to the aggregate Exercise Price of
  the Shares to be purchased pursuant to the exercise of the Option. 

 4.2       ISSUE OF SHARE
  CERTIFICATES 

 As soon as practicable following the receipt of the Exercise
  Notice, the Administrator shall cause to be delivered to the Option Holder a
  certificate for the Shares so purchased. If the number of Shares so purchased
  is less than the number of Shares subject to the Option Certificate surrendered,
  the Administrator shall forward a new Option Certificate to the Option Holder
  concurrently with delivery of the aforesaid share certificate for the balance
  of the Shares available under the Option. 

 4.3       CONDITION OF ISSUE


 The issue of Shares by the Company pursuant to the exercise
  of an Option is subject to this Plan and compliance with the laws, rules and
  regulations of all regulatory bodies applicable to the issuance and distribution
  of such Shares and to the listing requirements of any stock exchange or exchanges
  on which the Shares may be listed. The Option Holder agrees to comply with all
  such laws, rules and regulations and agrees to furnish to the Company any information,
  report and/or undertakings required to comply with and to fully cooperate with
  the Company in complying with such laws, rules and regulations. 

 4.4       MONITORING OF TRADES
  

 An Option Holder who performs Investor Relations Activities
  shall provide written notice to the Board of each of his trades of securities
  of the Company, within five business days of each trade. 








 8

 ARTICLE V 

  ADMINISTRATION 

 5.1       ADMINISTRATION 

 The Plan shall be administered by the Board, or an Administrator
  on the instructions of the Board or such committee of the Board formed in respect
  of matters relating to the Plan. The Board or such committee may make, amend
  and repeal at any time and from time to time such regulations not inconsistent
  with this Plan as it may deem necessary or advisable for the proper administration
  and operation of this Plan and such regulations shall form part of this Plan.
  The Board may delegate to the Administrator or any Director, Employee or officer
  of the Company such administrative duties and powers as it may see fit. 

 5.2       INTERPRETATION


 The interpretation by the Board or its authorized committee
  of any of the provisions of this Plan and any determination by it pursuant thereto
  shall be final and conclusive and shall not be subject to any dispute by any
  Option Holder. No member of the Board or any person acting pursuant to authority
  delegated by the Board hereunder shall be liable for any action or determination
  in connection with this Plan made or taken in good faith and each member of
  the Board and each such person shall be entitled to indemnification with respect
  to any such action or determination in the manner provided for by the Company.


 ARTICLE VI 

  APPROVALS, AMENDMENTS AND TERMINATION 

 6.1       APPROVALS REQUIRED
  FOR PLAN 

 Prior to its implementation by the Company, this Plan is subject
  to the receipt of approval by the shareholders of the Company at a general meeting
  and approval of the Exchange.

 6.2       PROSPECTIVE
  AMENDMENT 

 Subject to applicable regulatory approval, the Board may from
  time to time amend this Plan and the terms and conditions of any Option thereafter
  to be awarded and, without limiting the generality of the foregoing, may make
  such amendments for the purpose of meeting any changes in any relevant law,
  Exchange policy, rule or regulation applicable to this Plan, any Option or the
  Shares, or for any other purpose which may be permitted by all relevant laws,
  rules and regulations, provided always that any such amendment shall not alter
  the terms or conditions of any Option or impair any right of any Option Holder
  pursuant to any Option awarded prior to such amendment. 

 6.3       RETROACTIVE AMENDMENT


 Subject to applicable regulatory approval, the Board may from
  time to time retroactively amend this Plan and may also, with the consent of
  the affected Option Holders, retroactively amend the terms and conditions of
  any Options which have been previously awarded. 

 6.4       EXCHANGE APPROVAL


 With the consent of affected Option Holders, the Board may
  amend the terms of any outstanding Option so as to reduce the number of optioned
  Shares, increase the Exercise Price, or cancel an Option without Exchange approval.
  Any other amendment will be subject to receiving prior Exchange approval.








 9

 6.5       SHAREHOLDER
  APPROVAL 

 This Plan must be approved by the Company’s shareholders
  annually, at a duly called meeting of the shareholders. Disinterested shareholder
  approval (as defined in Exchange policy) will be required for: (i) any reduction
  in the exercise price of Options granted to insiders, if the Option Holder is
  an insider of the Company at the time of the proposed amendment; and (ii) the
  situations where the Plan, together with all other outstanding options could
  result at any time in: 

	 (a)      	 the number of shares reserved for issuance under
        stock options granted to insiders exceeding 10% of the Company’s
        issued Shares; 

	 
	 (b)      	 the grant to insiders, within a 12 month period,
        of a number of options exceeding 10% of the Company’s issued Shares;
        or 

	 
	 (c)      	 if the Company becomes a Tier 1 issuer on the Exchange,
        the issuance to any one Option Holder, within a 12 month period, of a
        number of Shares exceeding 5% of the Company’s Shares. 



 6.6       TERMINATION


 The Board may terminate this Plan at any time provided that
  such termination shall not alter the terms or conditions of any Option or impair
  any right of any Option Holder pursuant to any Option awarded prior to the date
  of such termination and notwithstanding such termination the Company, such Options
  and such Option Holders shall continue to be governed by the provisions of this
  Plan. 

 6.7       AGREEMENT 

 The Company and every person to whom an Option is awarded
  hereunder shall be bound by and subject to the terms and conditions of this
  Plan. 

 END OF DOCUMENT 









 10


Schedule A 

 COASTPORT CAPITAL INC.


STOCK OPTION PLAN 

 OPTION CERTIFICATE 

 This certificate is issued pursuant to the provisions of the
  COASTPORT CAPITAL INC. (the “Company”) Stock Option Plan (the “Plan”)
  and evidences that _________________________________________ (Name of Optionee)
  is the holder of an option (the “Option”) to purchase up to ________________
  (Number of Shares) common shares (the “Shares”) in the capital
  stock of the Company at a purchase price of $ _________ per Share. Subject
  to the provisions of the Plan: 

	 (a)      	 the Award Date of this Option is ______________________________
        (insert date of grant); and 

	 	 
	 (b)      	 the Expiry Date of this Option is ______________________________
        (insert date of expiry). 



 Additional Vesting or Other Restrictions: (insert as
  applicable) 

 The Shares to be issued on exercise of the Option are subject
  to a TSX Venture Exchange hold period until <four months>. 

 This Option may be exercised in accordance with its terms
  at any time and from time to time from and including the Award Date through
  to and including up to 5:00 p.m. (Vancouver time) on the Expiry Date, by delivering
  to the Company an Exercise Notice, in the form provided in the Plan, together
  with this certificate and a certified cheque or bank draft payable to the Company
  in an amount equal to the aggregate of the Exercise Price of the Shares in respect
  of which this Option is being exercised. 

 This certificate and the Option evidenced hereby is not assignable,
  transferable or negotiable and is subject to the detailed terms and conditions
  contained in the Plan. This certificate is issued for convenience only and in
  the case of any dispute with regard to any matter in respect hereof, the provisions
  of the Plan and the records of the Company shall prevail. 

 Signed this _________ day of _____________________ , 20
  _____ . 

 COASTPORT CAPITAL INC.

  by its Authorized Signatory: 

 ________________________________________

  <name>

  <title> 









 11


Schedule B 

 EXERCISE NOTICE 

	
To: 
		
The Administrator, Stock Option Plan 
	
	 

		
Coastport Capital Inc. (the “Company”) 
	


 The undersigned hereby irrevocably gives notice, pursuant
  to the Company’s Stock Option Plan (the “Plan”), of the exercise
  of the Option to acquire and hereby subscribes for (cross out
  inapplicable item):  

	 (a)      	 all of the Shares; or 

	 	 
	 (b)      	 __________________ of the Shares, which are the
        subject of the Option Certificate attached hereto. 




Calculation of total Exercise Price: 

	 	 (i)  	 number of Shares to be acquired on exercise:  	____________	 Shares  
	 	 	 	 	 
	 	 (ii)  	 multiplied by the Exercise Price per Share:  	 $ ___________  	  
	 	 	 	 	 
	 	 TOTAL EXERCISE PRICE, enclosed herewith:  	 $ ___________  	  


 The undersigned tenders herewith a certified cheque or bank
  draft in an amount equal to the total Exercise Price of the aforesaid Shares,
  as calculated above, and directs the Company to issue the share certificate
  evidencing said Shares in the name of the undersigned to be mailed to the undersigned
  at the following address: 

 _____________________________________________

  

  _____________________________________________

  

  _____________________________________________

 DATED the ______ day of _____________________ , 20___. 

	 	 
	 	 Signature of Option Holder  
	 	 
	 	 
	 	 Name of Option Holder (please print)