HI
      HO SILVER RESOURCES INC.

    


    STOCK
      OPTION PLAN


    


    SEPTEMBER
      5, 2006

    


    AMENDED
      OCTOBER 12, 2006

    


    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    


    HI
      HO SILVER RESOURCES INC.

    


    STOCK
      OPTION PLAN

    


    Adopted
      September 5, 2006

    Amended
      October 12, 2006

    


    ARTICLE
      1

    PURPOSE

    


    1.1 General
      Purpose. The
      purpose of this Plan is to promote the interests of the Employees and the
      Company by:

    


    
      	 	
              (a)

            	
              furnishing
                directors, officers, employees and consultants with an opportunity
                to
                invest in the Company in a simple and cost effective
                manner;

            


    

    


    
      	 	
              (b)

            	
              better
                aligning the interests of directors, officers, employees and consultants
                with those of the Company and its shareholders through the ownership
                of
                Common Shares of the Company.

            


    

    


    ARTICLE
      2 

    DEFINITIONS
      AND INTERPRETATIONS

    


    2.1 Definitions.
      In this
      Plan, unless the context otherwise requires:

    


    "Affiliate"
      shall
      have the meaning ascribed to that term in section 1.2 of the National Instrument
      45-106 entitled Prospectus
      and Registration Exemptions
      as
      from time to time amended, supplemented or re-enacted;

    


    "Associate"
      shall
      have the meaning ascribed to that term in section 2.22 of the National
      Instrument 45-106 entitled Prospectus
      and Registration Exemptions
      as
      from time to time amended, supplemented or re-enacted;

     

    "Board
      of Directors"
      means
      the board of directors of the Company as constituted from time to
      time;

    


    "Consultant"
      shall
      have the meaning ascribed to that term in section 2.22 of the National
      Instrument 45-106 entitled Prospectus
      and Registration Exemptions
      as
      from time to time amended, supplemented or re-enacted;

    


    "Company"
      means Hi
      Ho Silver Resources Inc., and its successors;

    


    "Designated
      Subsidiary"
      means a
      Subsidiary of the Company, which has not been excluded by the Board of Directors
      from participating in this Plan;

    


    
      
         

      

      
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    "Disability"
      means a
      physical or mental incapacity of a nature which the Plan Committee has
      determined prevents or would prevent the Employee from satisfactorily performing
      the duties of his or her position with the Company or any of its Designated
      Subsidiaries;

    


    "Disinterested
      Shareholder Approval"
      means,
      if the Company is decreasing the exercise price of stock options previously
      granted to Related Persons, approval by a majority of the votes cast by all
      members at the members' meeting called for such purpose excluding the votes
      attaching to shares beneficially owned by Related Persons to whom Options may
      be
      Granted under the Plan and their Associates. For purposes of such meeting,
      holders of non-voting and subordinate voting shares must be given full voting
      rights on the matter. 

    


    "Employee"
      means an
      individual who is considered an employee of the Company or a Designated
      Subsidiary of the Company under the provisions of the Income
      Tax Act
      (Canada), or an individual who works full or part time on a regular basis for
      the Company or a Designated Subsidiary of the Company providing services
      normally provided by an employee and subject to the same control and direction
      by the Company or the Designated Subsidiary regarding details and methods of
      work as an employee, and, for purposes of this Plan, shall include a Consultant,
      a director of the Company or a Designated Subsidiary and an officer of the
      Company or a Designated Subsidiary;

    


    "Exchange"
      means
      such stock exchange or exchanges or other trading facility or system on which
      the Shares of the Company may be listed or traded and if the Shares are listed
      or traded on more than one exchange, facility or system, for purposes of
      determining Market Value, "Exchange" means such exchange, facility or system
      on
      which the largest volume of trading has occurred on the relevant date or within
      the relevant period;

    


    "Grant"
      means
      the grant of an Option to an Employee in accordance with Article 6
      hereof;

    


    "Market
      Value"
      of a
      Share means the greater of the closing market prices for the Shares on the
      Exchange on (a) the trading day immediately prior to the date of the Grant,
      and
      (b) the date of the Grant; 

    


    "Option"
      means an
      option granted to an Employee pursuant to Article 6 hereof to purchase a
      prescribed number of Shares, from treasury, subject to such terms and conditions
      as determined by the Board of Directors and as evidenced by an Option
      Agreement;

    


    "Option
      Agreement"
      means
      the written agreement entered into between the Company and the Employee
      evidencing an Option granted hereunder and setting out the terms and conditions
      of such Option;

     

     

    
      
         

      

      
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    "Option
      Period"
      means
      the period during which an Option may be exercisable;

    


    "Plan"
      means
      this Stock Option Plan as the same may be amended, supplemented, modified or
      restated and in effect from time to time;

    


    "Plan
      Committee"
      means
      the committee of the Board of Directors, comprised of not less than three
      directors, that has been authorized and appointed by the Board of Directors
      from
      time to time to administer this Plan and, if no such committee has been
      authorized or appointed, the Board of Directors itself;

    


    "Related
      Person"
      shall
      have the meaning ascribed to that term in section 2.22 of the National
      Instrument 45-106 entitled Prospectus
      and Registration Exemptions
      as
      from time to time amended, supplemented or re-enacted;

    


    "Reserved
      for Issuance"
      means
      Shares which may be issued in the future upon the exercise of Options Granted
      under this Plan;

    


    "Shares"
      means
      the common shares without par value in the capital of the Company, subject
      to
      adjustment as set out in Article 9 hereof;

    


    "Subscription
      Price"
      means
      the price per Share at which Shares may be purchased upon exercise of an Option;
      and

    


    “Subsidiary”
      shall
      have the meaning ascribed to that term in section 1.1 of the National Instrument
      45-106 entitled Prospectus
      and Registration Exemptions
      as
      from time to time amended, supplemented or re-enacted.

    


    2.2 Interpretation.
      In this
      Plan, unless the context otherwise requires, the masculine gender includes
      the
      feminine gender and the singular includes the plural and vice
      versa.

    


    ARTICLE
      3

    ADMINISTRATION

    


    3.1 Administration
      of the Plan.
      This
      Plan shall be administered by the Plan Committee.

    


    3.2 Plan
      Committee Action.
      Subject
      to the provisions of this Plan, the Plan Committee may make such determinations
      under, interpretation of, take such steps and actions in connection with and
      establish such rules and regulations concerning this Plan or any Grants pursuant
      to this Plan as it may consider necessary or advisable including, but not
      limited to, calculating and determine the Subscription Price of Options to
      be
      granted hereunder and issuance of Shares upon the exercise thereof.

     

    3.3 Plan
      Committee Decisions Binding.
      All
      questions arising as to the interpretation of this Plan or any Grants hereunder
      shall be determined by the Plan Committee from time to time, and any such
      determination will, absent manifest error, be final, binding and conclusive
      for
      all purposes.

     

    
      
         

      

      
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    ARTICLE
      4

    LIMITATIONS
      ON GRANTS OF OPTIONS UNDER THIS PLAN

    


    4.1 Plan
      Committee to Establish Criteria.
      The Plan
      Committee may establish such criteria and policies as it may consider fit for
      designating Employees who may be eligible to receive and to whom Options may
      be
      granted hereunder.

    


    4.2 Limitation
      on Grants.
      Subject
      to the provisions hereof, the following terms and conditions shall apply to
      all
      Options granted under this Plan:

    


    
      	 	
              (a)

            	
              a
                majority of the Shares Reserved for Issuance under this Plan may
                be
                reserved for Options to Related Persons of the
                Company;

            


    

    


    
      	 	
              (b)

            	
              unless
                the Company has obtained all required regulatory approvals, including
                approval of the Exchange, if required, and, if required, approval
                of the
                shareholders of the Company to permit
                otherwise:

            


    

    


    
      	 	
              (i)

            	
              the
                number of Shares Reserved for Issuance to Related Persons and Employees
                pursuant to this Plan together with all of the Shares reserved with
                respect to the Company's other previously established stock option
                plans
                or grants may not at any time exceed 20% of the issued Shares at
                that
                time;

            


    

    


    
      	 	
              (ii)

            	
              in
                any twelve-month period, the number of Shares represented by Grants
                in
                that period to Related Persons pursuant to this Plan, together with
                the
                number of Shares represented by all options granted in that period
                to
                Related Persons with respect to the Company’s other previously established
                stock option plans or grants, shall not exceed 10% of the issued
                Shares at
                the beginning of the respective
                period;

            


    

    


    
      	 	
              (iii)

            	
              in
                any twelve-month period, the issuance to Related Persons of a number
                of
                securities shall not exceed 10% of the issued Shares at the beginning
                of
                the respective period;

            


    

    


    
      	 	
              (iv)

            	
              in
                any twelve-month period, the number of Shares represented by Grants
                in
                that period to any Related Person pursuant to this Plan, together
                with the
                number of Shares represented by all options granted in that period
                to such
                Related Person with respect to all of the Company’s other previously
                established stock option plans or grants shall not exceed 5% of the
                issued
                Shares at the beginning of the period;


            


    

     

     

    
      
         

      

      
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              (v)

            	
              in
                any twelve-month period, the issuance to any one Related Person and
                the
                Related Person’s Associates of a number of securities shall not exceed 5%
                of the issued Shares at the beginning of the respective
                period;

            


    

    


    
      	 	
              (vi)

            	
              in
                any twelve-month period, the number of Shares represented by Grants
                in
                that period to any one Consultant pursuant to this Plan, together
                with the
                number of Shares represented by all options granted in that period
                to such
                Consultant with respect to all of the Company’s other previously
                established stock option plans or grants shall not exceed 2% of the
                issued
                Shares at the beginning of the period;


            


    

    


    
      	 	
              (vii)

            	
              [deleted
                October 12, 2006]

            


    

    


    
      	 	
              (viii)

            	
              [deleted
                October 12, 2006]

            


    

    


    ARTICLE
      5

    MAXIMUM
      NUMBER OF SHARES

    


    5.1 Shares
      Subject to this Plan.
      The
      maximum number of Shares Reserved for Issuance upon exercise of Options Granted
      pursuant to the provisions of this Plan at any time shall not exceed 20% of
      the
      issued and outstanding common shares of the Company at the relevant time less
      any Shares required to be reserved with respect to any other options granted
      prior to the adoption and implementation of this Plan. 

    


    ARTICLE
      6

    TERMS
      AND CONDITIONS OF GRANTS

    


    6.1 Terms
      and Conditions of Grants.
      Subject
      to the provisions of this Plan, the Plan Committee shall, in its sole discretion
      and from time to time, determine those Employees to whom Grants shall be made,
      the number of Shares subject to such Grants, the Subscription Price therefor,
      the date on which Grants are to be made and the Option Period. The Plan
      Committee may also:

    


    
      	 	
              (a)

            	
              determine,
                in connection with any Grant, any vesting, performance or other conditions
                which must be satisfied before an Option is
                exercisable;

            


    

    


    
      	 	
              (b)

            	
              approve
                the form or forms of and enter into Option Agreements with respect
                to any
                Grant; and

            


    

    


    
      	 	
              (c)

            	
              determine
                such other terms and conditions (which need not be identical) of
                any
                Options granted hereunder.

            


    

     

     

    
      
         

      

      
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    ARTICLE
      7

    OPTION
      AGREEMENTS

    


    7.1
       Option
      Agreements.
      Each
      Option covered by a Grant shall be evidenced by a written Option Agreement
      between the Company and the Employee, such agreement to contain such terms
      and
      conditions, not inconsistent with provisions of this Plan, as may be established
      by the Plan Committee, and which terms and conditions shall include the
      following:

    


    
      	 	
              (a)

            	
              the
                Subscription Price in respect of any Option shall not be less than
                the
                greater of the Market Value
                of the Shares with respect to such Grant less any discount permitted
                by
                the policies of the Exchange; 

            


    

    


    
      	 	
              (b)

            	
              the
                Option Period shall not exceed five (5) years from the date of Grant
                and
                no Option may be exercised upon the expiry of the Option Period applicable
                thereto;

            


    

    


    
      	 	
              (c)

            	
              unless
                otherwise set out in the Option Agreement with respect to any particular
                Grant, Options shall be exercisable at any time and from time to
                time
                after the Grant; 

            


    

    


    
      	 	
              (d)

            	
              except
                as set out in Article 8, no Option may be exercised unless the Employee
                is, at the time of such exercise, an officer or director of or an
                Employee
                who has been continuously employed, elected, appointed or engaged
                by the
                Company or a Designated Subsidiary, as the case may be, since the
                date of
                the Grant provided that absence on leave with the approval of the
                Company
                or Designated Subsidiary or a change in duties or position of the
                Employee
                shall not constitute an interruption of employment for purposes of
                this
                Plan;

            


    

    


    
      	 	
              (e)

            	
              for
                Options Granted to employees, management company employees and
                Consultants, a representation and warranty by the Company that the
                optionee is a bona fide employee, management company employee or
                Consultant, as the case may be;

            


    

    


    
      	 	
              (f)

            	
              the
                issuance of Shares upon the exercise of any Option shall be contingent
                upon satisfaction by the Employee of the terms and conditions of
                the
                Option Agreement (or other written agreement) and receipt in full
                by the
                Company of the Subscription Price for the number of Shares in respect
                of
                which the Option is being exercised in cash, by cheque, certified
                cheque,
                bank draft, wire transfer or any combination thereof;
                

            


    

    


    
      	 	
              (g)

            	
              the
                Option may not be assigned or transferred and shall be exercisable
                only by
                the Employee or the Employee’s legal guardian or legal representative;
                and

            


    

     

     

    
      
         

      

      
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              (h)

            	
              any
                amendment to the Option subsequent to its Grant, where the optionee
                is an
                Insider of the Company or an Affiliate of an Insider of the Company
                at the
                time of the amendment, and where such amendment has the effect of
                reducing
                the exercise price of the Option, before becoming effective, must
                first
                receive Disinterested Shareholder
                Approval.

            


    

    


    ARTICLE
      8

    TERMINATION
      OF EMPLOYMENT

    


    8.1  Termination
      Due to Death.
      All
      agreements representing Grants pursuant to this Plan shall provide that in
      the
      event of the death of an optionee, either while an Employee of the Company
      or
      any Designated Subsidiary, the heirs, executors or other legal representatives
      of the Employee may exercise any Option granted to such Employee, to the extent
      such option was exercisable by the Employee at the date of his death, for a
      period of one year following the date of death of the Employee. 

    


    8.2  Termination
      For Other Reasons.
      All
      agreements representing Grants pursuant to this Plan shall provide that in
      the
      event an Employee’s employment with or engagement by the Company or any
      Designated Subsidiary ceases or is terminated for any reason other than death,
      the Option shall terminate on a date determined by the Plan Committee at the
      time of the Grant, but in no event later than ninety days following the date
      of
      termination, or thirty days, if the Employee was engaged in investor relations
      activities. 

    


    8.3 No
      Right to Continued Employment.
      This
      Plan shall not confer upon any Employee any right with respect to their
      employment or continued employment or engagement by the Company or any
      Designated Subsidiary nor shall it interfere in any way with the right of the
      Company or such Designated Subsidiary to terminate any Employee’s employment at
      any time.

    


    ARTICLE
      9

    ADJUSTMENT
      OR ALTERATION OF SHARE CAPITAL

    


    9.1 Subdivision,
      Consolidation etc.
      In the
      event of a subdivision or consolidation of the outstanding Shares or the payment
      of a stock dividend thereon, the number of Shares reserved or authorized to
      be
      reserved under this Plan, the number of Shares issuable on the exercise of
      an
      Option and the Subscription Price therefor shall be increased or reduced
      proportionately and such other adjustments shall be made as may be deemed
      necessary or equitable by the Plan Committee.

    


    9.2 Capital
      Reorganization, Merger etc.
      In the
      event of any reclassification, redesignation, change or other capital
      reorganization of the outstanding Shares (other than as set out in Section
      9.1
      above) or if the Company amalgamates, consolidates with or mergers with or
      into
      another body corporate, whether by way of amalgamation, statutory arrangement
      or
      otherwise (the right to do so being hereby expressly reserved), then upon the
      exercise of an Option, the Employee shall be entitled to receive and shall
      accept in lieu of the number of Shares he or she would otherwise be entitled
      to,
      such number or amount of Shares securities, property or cash which the Employee
      would have received upon such reclassification, redesignation, change or capital
      reorganization or amalgamation, consolidation or merger as determined by the
      Plan Committee as being equitable in the circumstances, as if the Employee
      had
      exercised his or her Option immediately prior to the effective date thereof
      and
      in connection therewith the Subscription Price may be adjusted as may be deemed
      equitable by the Plan Committee in the circumstances.

     

     

    
      
         

      

      
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    9.3 Other
      Changes in Capital.
      In the
      event of any other change affecting the Shares, such adjustment, if any, shall
      be made as may be deemed equitable by the Plan Committee in the
      circumstances.

    


    9.4 No
      Fractional Shares.
      No
      adjustment provided in this Article 10 shall require the Company to issue a
      fractional Share and the total adjustment with respect to any Option shall
      be
      limited accordingly. 

    


    9.5 No
      Adjustment for Cash Dividends or Rights Offerings.
      No
      adjustment to any Option shall be made pursuant to this Article 10 in respect
      of
      the payment of any cash dividend or in respect of the distribution of any other
      rights where the record date for such distribution is prior to the date of
      issuance of any Shares upon the exercise of any Option.

    


    ARTICLE
      10

    AMENDMENT
      AND TERMINATION

    


    10.1 Amendment,
      Suspension or Termination of this Plan.
      The
      Board of Directors may amend, suspend or terminate the Plan or any portion
      thereof at any time in accordance with applicable legislation and subject to
      required approval. No such amendment, suspension or termination shall alter
      or
      impair any Options or any rights pursuant thereto granted previously to any
      Employee without the consent of such Employee. If the Plan is terminated, the
      provisions of the Plan and any administrative guidelines an other rules and
      regulations adopted by the Board of Directors and in force at the time of the
      termination of the Plan shall continue in effect during such time as any Option
      or any rights pursuant thereto remain outstanding.

    


    10.2 Effect
      of Termination of Plan.
      No
      action by the Board of Directors to terminate this Plan pursuant to this Section
      10 shall affect Grants which became effective pursuant to this Plan prior to
      such action.

    


    10.3 Amendment,
      Modification or Termination of Options.
      The
      Board of Directors may, with the consent of the affected Employees, amend or
      modify any outstanding Option in any manner to the extent that the Board of
      Directors would have had the authority to initially grant such award as so
      modified or amended, including without limitation, to change the date or dates
      as of which an Option becomes exercisable, subject to any required approvals.
      

     

     

    
      
         

      

      
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    ARTICLE
      11

    REGULATORY
      APPROVAL AND APPLICABLE LAWS

    


    11.1 Compliance
      With Applicable Laws.
      Notwithstanding anything herein to the contrary, the Company shall not be
      obliged to cause any Shares to be issued or certificates evidencing Shares
      to be
      delivered pursuant to this Plan, where issuance and delivery is not, or would
      result in the Company not, being in compliance with all applicable laws,
      regulations, rules, orders of governmental or regulatory authorities and the
      requirements of the Exchange.

    


    11.2 No
      Obligation to File Prospectus.
      The
      Company shall not be liable to compensate any Employee and in no event shall
      it
      be obliged to take any action, including the filing of any prospectus,
      registration statement or similar document, in order to permit the issuance
      and
      delivery of any Shares upon the exercise of any Option in order to comply with
      any applicable laws, regulations, rules, orders or requirements.

    


    11.3 Condition
      to Issue of Shares.
      The Plan
      Committee may require, as a condition of the issuance and delivery of such
      Shares or certificates upon the exercise of any Option and in order to ensure
      compliance with any applicable laws, regulations, rules, orders and requirements
      that the Employee or the Employee’s heirs, executors or other legal
      representatives, as applicable, make such covenants, agreements and
      representations as the Plan Committee may deem necessary or
      desirable.

    


    ARTICLE
      12

    GENERAL

    


    12.1 Rights
      of Shareholders.
      An
      Employee entitled to Shares as a result of the exercise of an Option shall
      not
      be deemed for any purpose to be, or to have rights as, a shareholder of the
      Company upon such exercise, except to the extent a share certificate is issued
      therefor and then only from the date such certificate has been
      issued.

    


    12.2 Withholding
      or Deductions of Taxes.
      The
      Company or Employer may deduct, withhold, or require an Employee, as a condition
      of exercise of an Option, to withhold, pay or reimburse any taxes or similar
      charges, which are required to be paid or withheld in connection with the
      exercise of any Option.

    


    12.3
      No
      Representation or Warranty.
      The
      Company makes no representation or warranty as to the future market value of
      any
      Shares issued in accordance with the provision of this Plan.

    


    12.4 Compliance
      With Applicable Law, Etc. If
      any
      provision of this Plan or any Option Agreement or other agreement entered into
      pursuant to this Plan contravenes any applicable law, rule, regulation or order,
      or any policy, by-law or regulation of any regulatory body or Exchange having
      authority over the Company, this Plan or the Employee, such provision shall
      be
      deemed to be amended to the extent required to bring such provision into
      compliance therewith, provided, however, that the Company shall not be
      responsible to pay and shall not incur any penalty, liability or further
      obligation in connection therewith. Subject to compliance with applicable
      securities legislation, and the policy, by-law or regulation of any Exchange,
      a
      Grant may be made pursuant to this Plan prior to the receipt of all necessary
      approvals required by such Exchange provided that the Option Agreement (or
      other
      written agreement) evidencing such Grant specifies that such Option may not
      be
      exercised, in whole or in part, unless such approvals are received.

     

     

    
      
         

      

      
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    12.5 Governing
      Law.
      This
      Plan will be governed by and construed in accordance with the laws of the
      Province of Ontario.

    


    12.6 Reference
      Date.
      This
      plan was first adopted and approved by the directors of the Company on September
      5, 2006,
      and
      was amended by the directors of the Company on October 12, 2006.

    


    
      
         

      

      
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