Exhibit 4.1


    
      

    

     

    Exhibit
      4.1


    GULF
      WESTERN PETROLEUM CORPORATION

    


    2007
      NONQUALIFIED STOCK OPTION PLAN

    


    1.     PURPOSE
      OF PLAN 

    


    1.1   Principal
      Purposes
      - The
      principal purposes of the Plan are to provide the Corporation with the
      advantages of the incentive inherent in share ownership on the part of
      employees, officers, directors, and consultants responsible for the continued
      success of the Corporation; to create in such individuals a proprietary interest
      in, and a greater concern for, the welfare and success of the Corporation;
      to
      encourage such individuals to remain with the Corporation; and to attract new
      employees, officers, directors and consultants to the Corporation.

    


    1.2   Benefit
      to Shareholders
      - The
      Plan is expected to benefit shareholders by enabling the Corporation to attract
      and retain personnel of the highest caliber by offering such personnel an
      opportunity to share in any increase in value of the Shares resulting from
      their
      efforts.

    


    2.     INTERPRETATION

    


    2.1   
        Definitions
      - For
      Plan
      purposes, except where the context might clearly indicate otherwise, the
      following terms shall have the meanings set forth below: 

    


    
      	
              (a)

            	
              “Applicable
                Market” means
                the
                stock exchange or over-the-counter trading quotation service where
                the
                majority of the trading volume and value of the listed securities
                occurs,
                or
                is quoted;

            


    

    


    
      	
              (b)

            	
              “Board”
                means the Board of Directors of the
                Corporation;

            


    

    


    
      	
              (c)

            	
              “Committee”
                means the Compensation Committee, or such other committee appointed
                by the
                Board, which shall be designated by the Board to administer the Plan.
                The
                Committee shall be composed of two or more persons as from time to
                time
                are appointed to serve by the Board and may be members of the Board
                or the
                entire Board; 

            


    

    


    
      	
              (d)

            	
              “Corporation”
                means Gulf Western Petroleum Corporation, a Nevada corporation;
                

            


    

    


    
      	
              (e)

            	
              “Closing
                Price” means
                the closing trading price on the Applicable
                Market;

            


    

    


    
      	
              (f)

            	
              “Date
                of Grant”
                means the date on which a grant of a Stock Option is effective;
                

            


    

    


    
      	
              (g)

            	
              “Exercise
                Price”
                means the exercise price per Share for an Option which shall be expressed
                in United States funds;

            


    

     

    
      	
              (h)

            	
              “Market
                Price”
                means the Closing Price on the Date of
                Grant;

            


    

    


    
      	
              (i)

            	
              “Optionee”
                means any person employed or associated with the affairs of the
                Corporation who has been granted one or more Stock Options under
                the
                Plan;

            


    

    


    
      	
              (j)

            	
              “Plan”
                means
                the 2007 Non Qualified Stock Option Plan of the Corporation as amended
                and
                restated;

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              (k)

            	
              “Person”
                means
                a natural person, Corporation, government, or political subdivision
                or
                agency of a government; and where two or more Persons act as a
                partnership, limited partnership, syndicate or other group for the
                purpose
                of acquiring, holding or disposing of securities of an issuer, such
                syndicate or group shall be deemed to be a
                Person;

            


    

    


    
      	
              (l)

            	
              “Qualified
                Successor”
                means a person who is entitled to ownership of an Option upon the
                death of
                an Optionee, pursuant to a will or the applicable laws of descent
                and
                distribution upon death;

            


    

    


    
      	
              (m)

            	
              “Related
                Corporation”
                means a Corporation which is an affiliate of the Corporation as the
                term
                “affiliate” is defined in Rule 405 of Regulation C promulgated under the
                Securities
                Act of 1933, as
                amended from time to time;

            


    

    


    
      	
              (n)

            	
              “Shares”
                means the Corporation's Common Stock $0.001 par value per share,
                or, in
                the event that the outstanding Common Shares are hereafter changed
                into or
                exchanged for different shares or securities of the Corporation,
                such
                other shares or securities;

            


    

    


    
      	
              (o)

            	
              “Stock
                Option” or “Option” means
                an option to purchase Shares granted pursuant to the terms of this
                Plan
                (and for certainty, includes options granted under earlier versions
                of
                this Plan);

            


    

    


    
      	
              (p)

            	
              “Stock
                Option Certificate”
                or “Certificate”
                means the certificate issued by the Corporation to an Optionee evidencing
                the right of the Optionee to purchase Shares
                hereunder;

            


    

    


    
      	
              (q)

            	
              “Term”
                means the period of time during which an Option may be exercised;
                and

            


    

    


    
      	
              (r)

            	
              “Terminating
                Event”
                means:

            


    

    


    
      	 	
              (i)

            	
              the
                dissolution or liquidation of the
                Corporation,

            


    

    


    
      	 	
              (ii)

            	
              solely
                at the discretion of the Board, a merger or consolidation of the
                Corporation with one or more corporations as a result of which,
                immediately following such merger or consolidation, the shareholders
                of
                the Corporation as a group will hold less than a majority of the
                outstanding capital stock of the surviving
                corporation,

            


    

    


    
      	 	
              (iii)

            	
              the
                sale or other disposition of all or substantially all of the assets
                of the
                Corporation, or

            


    

    


    
      	 	
              (iv)

            	
              a
                material change in the capital structure of the Corporation that
                is deemed
                to be a Terminating Event by virtue of Section 10.3 of this Plan;
                and

            


    

    


    
      	
              (s)

            	
              “Trading
                Day”
                means a day on which the Corporations Shares trade on an Applicable
                Market.

            


    

    


    
      	
              2.2

            	
              Any
                question relating to interpretation of the Plan or any Option shall
                be
                determined by the Committee and such determination shall be final
                and
                binding upon all persons.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    3.    ADMINISTRATION
      OF THE PLAN 

    


    3.1    Administration
      - The
      Committee shall administer the plan and accordingly, it shall have full power
      to
      grant Stock Options, construe and interpret the Plan, establish rules and
      regulations and perform all other acts, including the delegation of
      administrative responsibilities, it believes reasonable and proper. All
      functions of the Committee hereunder may be administered or undertaken by the
      Board, whether in the absence of a properly constituted committee, or
      otherwise.

    


    3.2    Appointment
      of Committee
      - The
      Board may at any time appoint a Committee, consisting of not less than two
      of
      its members, to administer the Plan on behalf of the Board in accordance with
      such terms and conditions as the Board may prescribe, consistent with this
      Plan.
      Once appointed, the Committee shall continue to serve until otherwise directed
      by the Board. From time to time, the Board may increase the size of the
      Committee and appoint additional members, remove members (with or without cause)
      and appoint new members in their place, fill vacancies however caused, or remove
      all members of the Committee and thereafter directly administer the
      Plan.

    


    3.3    Powers
      of Committee
      - Any
      Committee appointed under Section 3.2 above shall have the authority to do
      the
      following:

    


    
      	 	
              (a)

            	
              administer
                the Plan in accordance with its terms;


            


    

    


    
      	 	
              (b)

            	
              determine
                all questions arising in connection with the administration,
                interpretation, and application of the Plan, including all questions
                relating to the value of the Shares;


            


    

    


    
      	 	
              (c)

            	
              correct
                any defect, supply any information or reconcile any inconsistency
                in the
                Plan in such manner and to such extent as shall be deemed necessary
                or
                advisable to carry out the purposes of the Plan;
                

            


    

    


    
      	 	
              (d)

            	
              prescribe,
                amend and rescind rules and regulations relating to the administration
                of
                the Plan; 

            


    

    


    
      	 	
              (e)

            	
              determine
                the duration and purpose of leaves of absence from employment which
                may be
                granted to Optionees without constituting a termination of employment
                for
                purposes of the Plan;

            


    

    


    
      	 	
              (f)

            	
              do
                the following with respect to the granting of Stock
                Options:

            


    

    


    
      	 	
              (i)

            	
              determine
                the employees, officers, directors or consultants to whom Stock Options
                shall be granted, based on the eligibility criteria set out in this
                Plan,

            


    

    


    
      	 	
              (ii)

            	
              determine
                the terms and provisions of the Stock Option which shall be entered
                into
                with each Optionee (which need not be identical with the terms of
                any
                other Stock Option),

            


    

    


    
      	 	
              (iii)

            	
              amend
                the terms and provisions of an Stock Option, provided the Committee
                obtains the consent of the
                Optionee,

            


    

    


    
      	 	
              (iv)

            	
              determine
                when Stock Options shall be
                granted,

            


    

    


    
      	 	
              (v)

            	
              determine
                the number of Shares subject to each Stock Option;
                and

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (g)

            	
              make
                all other determinations necessary or advisable for administration
                of the
                Plan.

            


    

    


    3.4    Finality
      of Committee Decision
      -
All
      determinations made by the Committee in good faith on matters referred to in
      Section 3.3 shall be final, conclusive and binding upon all Persons. The
      Committee shall have all powers necessary or appropriate to accomplish its
      duties under this Plan. In addition, the Committee's administration of the
      Plan
      shall in all respects be consistent with the policies and rules of the
      Applicable Stock Exchange.

    


    3.5    Meetings,
      Quorum and Voting
      - In the
      absence of a charter governing the Compensation Committee, for the purposes
      of
      this Plan, meetings of the Committee shall be held at such times and places
      as
      shall be determined by the Committee. A
      majority of the members of the Committee shall constitute a quorum, and, subject
      to the limitations in this Section 3, all actions of the Committee shall require
      the affirmative vote of members who constitute a majority of such quorum. No
      member of the Committee who is a director to whom an Option may be granted
      may
      participate in the decision to grant such Option (but any such member may be
      counted in determining the existence of a quorum at any meeting of the Committee
      in which action is taken with respect to the granting of an Option to
      him).
      In
      addition, the Committee may take any action otherwise proper under the Plan
      by
      the affirmative vote, taken without a meeting, of a majority of its
      members.

    


    3.6    Information
      Regarding Eligibility
      - The
      Corporation, through its management, shall supply full and timely information
      to
      the Committee on all matters relating to the eligibility of Optionees, their
      duties and performance, and current information on any Optionee's death,
      retirement, disability or other termination of association with the Corporation,
      and such other pertinent information as the Committee may require. The
      Corporation shall furnish the Committee with such clerical and other assistance
      as is necessary in the performance of its duties hereunder. 

    


    4.    ELIGIBILITY

    


    4.1    Eligibility
      for Options
      -
      Stock
      Options may be granted to any employee, officer, director or consultant of
      the
      Corporation or any Related Corporation.

    


    4.2    No
      Violation of Securities Laws
      - No
      Stock Option shall be granted to any Person unless the Committee has determined
      that the grant of such Stock Option and the exercise thereof by the Person
      will not violate the securities law of the jurisdiction in which the Person
      resides. Further no Stock Option shall be granted to any Person where the
      grant would violate any provision of the Sarbanes Oxley Act and consequential
      rules of the U.S. Securities Exchange Commission.

     

    4.3    Restrictions
      on Grant and Vesting
      -
      No new Stock Option shall be granted to any Person prior to such Person
      providing the Company with a written acknowledgement of receipt of each of
      the
      Company’s
      Insider Trading Policy and Code of Business Conduct and Ethics Compliance
      Program (the “Company
      Policies”).
      In addition, no previously granted and unvested Stock Option shall vest if
      a
      request by the Company, to an Optionee to provide a written acknowledgement
      of
      receipt of the Company Policies remains outstanding. A copy of the Company
      Policies and form of written confirmation of receipt will be provided to any
      employee, officer, director, and consultant on request to the
      Committee.

    


    5.    SHARES
      SUBJECT TO THE PLAN 

    


    5.1    Number
      of Shares
      - The
      total number of shares of the Corporation available for grants of Stock Options
      under the Plan shall be 9,000,000 Shares, subject to adjustment as herein
      provided, which shares may be either authorized but unissued or reacquired
      Shares of the Corporation.

    


    5.2    Expiry
      of Stock Options
      - If a
      Stock Option or portion thereof shall expire or terminate for any reason without
      having been exercised in full, the unpurchased shares covered by such Stock
      Option shall be available for future grants of Stock Options.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    6.    STOCK
      OPTION TERMS AND CONDITIONS  

    


    6.1    Stock
      Option
      - With
      respect to each Stock Option to be granted to an Optionee, the Committee shall
      specify the following terms in the Option between the Corporation and the
      Optionee:

    


    
      	 	
              (a)

            	
              the
                Date of Grant, which date cannot predate the date on which the Committee
                resolves to effect the grant;

            


    

    


    
      	 	
              (b)

            	
              the
                Term, provided that the length of the Term shall in no event be greater
                than ten years following the Date of
                Grant;

            


    

    


    
      	 	
              (c)

            	
              the
                Exercise Price, provided that the Exercise Price shall not be less
                than
                the Market Price unless otherwise determined by the committee acting
                in
                commercially reasonable manner and in good faith in regards to the
                circumstances;

            


    

    


    
      	 	
              (d)

            	
              any
                vesting schedule contained in the Certificate upon which the exercise
                of
                an Option is contingent; provided that, subject to compliance with
                the
                policies of the Applicable Market, the Committee shall have complete
                discretion with respect to the terms of any such vesting schedule,
                including, without limitation, discretion
                to:

            


    

    


    
      	 	
              (i)

            	
              permit
                partial vesting in stated percentage amounts based on the Term of
                such
                Stock Option; and

            


    

    


    
      	 	
              (ii)

            	
              permit
                full vesting after a stated period of time has passed from the Date
                of
                Grant;

            


    

    


    
      	 	
              (e)

            	
              such
                other terms and conditions as the Committee deems advisable and are
                consistent with the purposes of this
                Plan.

            


    

    


    6.2    Uniformity
      -
      Except
      as expressly provided herein, nothing contained in this Plan shall require
      that
      the terms and conditions of Options granted under the Plan be uniform.


    


    6.3    Stock
      Option Certificate
      - The
      Secretary or other authorized officer of the Corporation will deliver to the
      Optionee a Stock Option Certificate in the form attached hereto as Schedule
“A”
detailing the terms of his or her Option, or in such other form as the Board
      or
      the Committee shall determine from time to time.

    


    6.4    Limitation
      on Exercise
      - No
      Stock Option granted hereunder shall be exercisable after the expiration of
      ten
      years from the date such Stock Option is granted. 

    


    6.4    Grants
      to Foreign Nationals
      -
      Without amending the Plan, grants may be made to persons who are foreign
      nationals or employed outside the United States, or both, on such terms and
      conditions, consistent with the Plan's purpose. 

    


    6.5    Grants
      in Exchange for other Stock Options
      - Stock
      Options may be granted under this Plan form time to time, in substitution for
      stock options held by employees of other corporations who are about to become
      employees of the Corporation as the result of a merger or consolidation of
      the
      employing corporation with the Corporation or the acquisition by the Corporation
      of the assets of the employing corporation or the acquisition by the Corporation
      of stock of the employing corporation as a result of which it become a
      subsidiary of the Corporation. The terms and conditions of such substitute
      stock
      options so granted my vary from the terms and conditions set forth in this
      Plan
      to such extent as the Board of Director of the Corporation at the time of grant
      may deem appropriate to conform, in whole or in part, to the provisions of
      the
      stock options in substitution for which they are granted. 

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    7.    EXERCISE
      OF OPTION

    


    7.1    Method
      of Exercise
      - A
      Stock Option, or portion thereof, shall be exercised by delivery of (i) a
      written notice of exercise to the Corporation specifying the number of Shares
      to
      be purchased, and (ii) payment of the full price of such Shares, as fully set
      forth in paragraph 7.2 of this Section. Not less than 100 Shares may be
      purchased at one time unless the number purchased is the total number at the
      time available for purchase under the Stock Option. Until the Shares represented
      by an exercised Stock Option are issued to an Optionee, he shall have none
      of
      the rights of a shareholder.

    


    7.2    Exercise
      of Option -
      An
      Optionee may exercise a Stock Option by paying the exercise price in United
      States dollars, in cash or by cashier's check, certified check, bank draft
      or
      money order, payable to the order of the Corporation in an amount equal to
      the
      exercise price.

    


    7.3    Cashless
      Exercise of Option -
      For
      persons other than Directors or Executive Officers of the Corporation, at any
      time after one year from the date of grant of the Stock Option to such person,
      the Committee may in its discretion permit the vested portion of the Stock
      Option to be exercised by means of “cashless exercise” in which the Optionee
      shall be entitled to receive a certificate for the number of shares equal to
      the
      quotient obtained by dividing [(A-B)(X)] by (A), where:

    


    (A)
      = the
      Closing Price on the Trading Day immediately preceding the date of such
      election;

    


    (B)
      = the
      Exercise Price of the Stock Option, as adjusted; and

    


    (X)
      = the
      number of Shares issuable upon exercise of this Stock Option in accordance
      with
      the terms of this Stock Option by means of cash exercise rather than a cashless
      exercise. 

    


    8.    TRANSFERABILITY
      OF OPTIONS

    


    8.1    Non-Transferable
      - Except
      as provided otherwise in this Section 8, Options are non-assignable and
      non-transferable. 

    


    8.2    Death
      of Optionee
      - If the
      employment of an Optionee as an employee or consultant of the Corporation or
      any
      Related Corporation, or the position of an Optionee as a director or officer
      of
      the Corporation or any Related Corporation, terminates as a result of his or
      her
      death, any Stock Options held by such Optionee shall pass to the Qualified
      Successor of the Optionee, and shall be exercisable by the Qualified Successor
      for a period of 1 year following such death, provided that in no case shall
      the
      Term of the Option extend beyond five years from the Date of Grant.

    


    8.3    Disability
      of Optionee
      - If the
      employment of an Optionee as an employee or consultant of the Corporation or
      any
      Related Corporation, or the position of an Optionee as a director or officer
      of
      the Corporation or any Related Corporation, is terminated by the Corporation
      or
      any Related Corporation by reason of such Optionee's Disability, any Stock
      Option held by such Optionee that could have been exercised immediately prior
      to
      such termination of service shall be exercisable by such Optionee, or by his
      Guardian, for a period of 1 year following the termination of service of such
      Optionee.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    8.4    Disability
      and Death of Optionee
      - If an
      Optionee who has ceased to be employed by the Corporation or any Related
      Corporation by reason of such Optionee's Disability dies within 30 days after
      the termination of such employment, any Stock Option held by such Optionee
      that
      could have been exercised immediately prior to his or her death shall pass
      to
      the Qualified Successor of such Optionee, and shall be exercisable by the
      Qualified Successor for a period of 1 year following the death of such Optionee,
      provided that in no case shall the Term of the Stock Option extend beyond five
      years from the Date of Grant.

    


    8.5    Vesting
      - Stock
      Options held by a Qualified Successor or exercisable by a Guardian shall, during
      the period prior to their termination, continue to vest in accordance with
      any
      vesting schedule to which such Stock Options are subject.

    


    8.6    Deemed
      Non-Interruption of Employment
      -
      Employment shall be deemed to continue intact during any military or sick leave
      or other bona fide leave of absence if the period of such leave does not exceed
      90 days or, if longer, for so long as the Optionee's right to reemployment
      with
      the Corporation or any Related Corporation is guaranteed either by statute
      or by
      contract. If the period of such leave exceeds 90 days and the Optionee's
      reemployment is not so guaranteed, then his or her employment shall be deemed
      to
      have terminated on the ninety-first day of such leave.

    


    8.7    Retirement
      -
In
      the
      event of the termination of employment of an Optionee who is an Employee at
      any
      time during the term of a Stock
      Option
      by reason of retirement at or after the age of 60 or after 20 years of
      employment by the Corporation or any of its subsidiaries, the rights to purchase
      Shares under the Stock
      Option
      which have accrued to the Optionee and remain unexercised at, or which accrue
      subsequent to, the date of his retirement shall remain exercisable by the
      Optionee (or by the Optionee's legal personal representative or representatives
      if the Optionee dies before the last date of exercise of the Stock
      Option)
      for a period of 1 year following such termination of employment.

    


    9.    TERMINATION
      OF OPTIONS

    


    9.1    Termination
      of Options
      - To the
      extent not earlier exercised or terminated in accordance with section 8 above,
      an Option shall terminate at the earliest of the following dates: 

    


    
      	 	
              (a)

            	
              the
                termination date specified for such Stock Option in the Stock Option
                Certificate, 

            


    

    


    
      	 	
              (b)

            	
              where
                the Optionee's position as an employee, consultant or director of
                the
                Corporation or any Related Corporation is terminated for just cause
                (as
                hereinafter defined), the date of such termination for just cause.
                For the
                purpose of this subsection 9.1(b), terminated for “just cause” will mean
                termination of an optionee's position with the
                Corporation:

            


    

    


    
      	 	
              (i)

            	
              as
                a result of an act or omission which constitutes a breach by him
                of his
                duties or obligations to the Corporation or a Related Corporation,
                including duties arising out of a verbal or written employment or
                consulting contract;

            


    

    
      	 	
              (ii)

            	
              as
                a result of an act or omission which constitutes negligence or gross
                negligence by him in respect of his duties or obligations to the
                Corporation or a Related Corporation;


            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (iii)

            	
              for
                committing a dishonest or fraudulent act against the Corporation
                or a
                Related
                Corporation;

            


    

    
      	 	
              (iv)

            	
              as
                a result of having been subjected to penalties or sanctions imposed
                by a
                court relating to securities legislation or by a securities regulatory
                authority; or

            


    

    
      	 	
              (v)

            	
              for
                committing any other act or omission which is materially injurious
                to the
                financial condition or business reputation of the Corporation or
                a
                Related
                Corporation;

            


    

    


    
      	 	
              (c)

            	
              where
                the Optionee's position as an employee, consultant, officer or director
                of
                the Corporation or any Related Corporation terminates for a reason
                other
                than the Optionee's disability, death, retirement (as per section
                8.7) or
                termination for just cause, 90 days after such date of termination,
                PROVIDED that if an Optionee’s position with the Corporation changes from
                one of the said categories to another category, such change shall
                not
                constitute termination for the purpose of this subsection
                9.1(c);

            


    

    


    
      	 	
              (d)

            	
              the
                date of any sale, transfer, assignment or hypothecation, or any attempted
                sale, transfer, assignment or hypothecation, of such Option in violation
                of Section 8.1 above; and

            


    

    


    
      	 	
              (e)

            	
              the
                date specified in Section 10.3 below for such termination in the
                event of
                a Terminating Event. 

            


    

    


    9.2    Lapsed
      Options
      - If
      Stock Options are surrendered, terminated or expire without being exercised
      in
      whole or in part, new Stock Options may be granted covering the Shares not
      purchased under such lapsed Options. If an Option has been surrendered in
      connection with the regranting of a new Stock Option to the same Optionee on
      different terms than the original Stock Option granted to such Optionee, then
      the new Stock Option is subject to approval of the Applciable Market on which
      the Shares are listed, where approval is required by such Applicable
      Market.

    


    10.    ADJUSTMENTS
      TO OPTIONS

    


    10.1  
         Alteration
      in Capital Structure
      - If
      there is a material alteration in the capital structure of the Corporation
      resulting from a recapitalization, stock split, reverse stock split, stock
      dividend, or otherwise, the Committee shall make such adjustments to this Plan
      and to the Stock Options then outstanding under this Plan as the Committee
      determines to be appropriate and equitable under the circumstances, so that
      the
      proportionate interest of the holder of each such Stock Option shall, to the
      extent practicable, be maintained as before the occurrence of such event. Such
      adjustments may include, without limitation (a) a change in the number or kind
      of shares of the Corporation covered by such Stock Options, and (b) a change
      in
      the Exercise Price payable per share; provided, however, that the aggregate
      Exercise Price applicable to the unexercised portion of existing Stock Options
      shall not be altered, it being intended that any adjustments made with respect
      to such Stock Options shall apply only to the price per share and the number
      of
      shares subject thereto. For purposes of this Section 10.2, the issuance of
      additional shares of stock of the Corporation in exchange for adequate
      consideration (including services), shall not be deemed to be material
      alterations of the capital structure of the Corporation. If the Committee
      determines that the nature of a material alteration in the capital structure
      of
      the Corporation is such that it is not practical or feasible to make appropriate
      adjustments to this Plan or to the Stock Options granted hereunder, such event
      shall be deemed a Terminating Event for the purposes of this Plan.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    10.2    Terminating
      Events
      -
      Subject to Section 10.3, all Stock Options granted under the Plan shall
      terminate upon the occurrence of a Terminating Event.

    


    10.3    Notice
      of Terminating Event
      - The
      Committee shall give notice to Optionees not less than twenty days prior to
      the
      consummation of a Terminating Event. Upon the giving of such notice, all Options
      granted under the Plan shall become immediately exercisable, notwithstanding
      any
      contingent vesting provision to which such Options may have otherwise been
      subject.

    


    10.4    Corporate
      Reorganization
      - In the
      event of a reorganization in which the Corporation is not the surviving or
      acquiring corporation, or in which the Corporation is or becomes a wholly-owned
      subsidiary of another corporation after the effective date of the
      reorganization, then unless provision is made by the acquiring corporation
      for
      the assumption of each Stock Option granted under this Plan, or the substitution
      of an option therefore and at the sole discretion of the Board, all Stock
      Options granted under this Plan shall terminate and such event shall be deemed
      a
      Terminating Event. For purposes of section, reorganization shall mean any
      statutory merger, statutory consolidation, sale of all or substantially all
      of
      the assets of the Corporation, or sale, pursuant to an agreement with the
      Corporation, of securities of the Corporation pursuant to which the Corporation
      becomes a wholly-owned subsidiary of another corporation after the effective
      date of the reorganization.

    


    10.5    Acceleration
      on Change of Control
      - Upon a
      Change in Control, at the discretion of the board all Options shall become
      immediately exercisable, notwithstanding any contingent vesting provisions
      to
      which such Options may have otherwise been subject.

    


    10.6    Acceleration
      of Date of Exercise
      - The
      Committee shall have the right to accelerate the date of vesting of any portion
      of any Option which remains unvested.

    


    10.7    Determinations
      to be Made By Committee
      -
      Adjustments and determinations under this Section 10 shall be made by the
      Committee, whose decisions as to the adjustments or determination which shall
      be
      made, and the extent thereof, shall be final, binding, and
      conclusive.

    


    10.8    Effect
      of a Tender Offer
      - If an
      offer (the “Offer”) for Shares is made to an Optionee or to shareholders
      generally or to a class of shareholders which includes the Optionee, which
      Offer
      constitutes a tender offer within the meaning of Section 14 of the Securities
      Act of 1933, as
      amended from time to time, the Corporation shall, immediately upon receipt
      of
      notice of the Offer, notify each Optionee of full particulars of the Offer,
      whereupon any vested, or at the discretion of the Board vested and unvested,
      Stock Option held by an Optionee may be exercised in whole or in part by the
      Optionee so as to permit the Optionee to tender the Shares received upon such
      exercise (the “Optioned Shares”) to the Offer. If:

    


    
      	 	
              (a)

            	
              the
                Offer is not completed within the time specified therein;
                or

            


    

    


    
      	 	
              (b)

            	
              all
                of the Optioned Shares tendered by the Optionee pursuant to the Offer
                are
                not taken up and paid for by the offeror pursuant
                thereto;

            


    

    


    the
      Optioned Shares or, in the case of clause (b) above, the Optioned Shares that
      are not taken up and paid for, may be returned by the Optionee to the
      Corporation and reinstated as authorized but unissued shares and with respect
      to
      such returned Optioned Shares, the Stock Option shall be reinstated as if it
      had
      not been exercised. If any Optioned Shares are returned to the Corporation
      under
      this Section, the Corporation shall refund the Option Price to the Optionee
      for
      such Optioned Shares.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    11.    AMENDMENT
      AND TERMINATION OF PLAN 

    


    11.1    Power
      of Committee to Amend or Terminate Plan
      - The
      Board may at any time, and from time to time, suspend or terminate the Plan
      in
      whole or in part or amend it from time to time in such respects as the Board
      may
      deem appropriate and in the best interest of the Corporation. In particular,
      the
      Board may amend the Plan to reflect any change in the name of the
      Corporation.

    


    11.2    No
      Grant During Suspension of Plan
      - No
      amendment, suspension or termination of this Plan shall, without the Optionee's
      consent, alter or impair any of the rights or obligations under any Stock Option
      theretofore granted to him under the Plan.

    


    12.    CONDITIONS
      PRECEDENT TO ISSUANCE OF SHARES

    


    12.1    Compliance
      with Laws
      - Shares
      shall not be issued with respect to a Stock Option unless the exercise of such
      Stock Option and the issuance and delivery of such shares shall comply with
      all
      relevant provisions of law, including, without limitation, any applicable U.S.
      federal and state securities laws and the requirements of any stock exchange
      or
      automated interdealer quotation system upon which such Shares may then be
      listed, and such issuance shall be further subject to the approval of counsel
      for the Corporation with respect to such compliance, including the availability
      of an exemption from registration for the issuance and sale of such Shares.
      Specifically,
      in connection with the Securities
      Act of 1933,
      as
      amended, upon exercise of any Stock Option, the Corporation shall not be
      required to issue Shares unless the Committee has received evidence satisfactory
      to it to the effect that the Optionee will not transfer such shares except
      pursuant to a registration statement in effect under such Act or unless an
      opinion of counsel satisfactory to the Corporation has been received by the
      Corporation to the effect that such registration is not required.

    


    12.2    Limitation
      of Liability
      - The
      inability of the Corporation to obtain from any regulatory body the authority
      deemed by the Corporation to be necessary for the lawful issuance and sale
      of
      any Shares under this Plan, or the unavailability of an exemption from
      registration for the issuance and sale of any Shares under this Plan, shall
      relieve the Corporation of any liability with respect to the non-issuance or
      sale of such Shares.
      Any
      determination in this connection by the Committee shall be final, binding and
      conclusive. The Corporation may, but shall in no event be obligated to take
      any
      other affirmative action in order to cause the exercise of a Stock Option or
      the
      issuance of Shares purchase thereto to comply with any law or regulation of
      any
      government authority.

    


    13.    NOTICES

    


    13.1    Notices
      - All
      notices, requests, demands and other communications required or permitted to
      be
      given under this Plan and the Options granted under this Plan shall be in
      writing and shall be either served personally on the party to whom notice is
      to
      be given, in which case notice shall be deemed to have been duly given on the
      date of such service; telefaxed, in which case notice shall be deemed to have
      been duly given on the date the telefax is sent; or mailed to the party to
      whom
      notice is to be given, by first class mail, registered or certified, return
      receipt requested, postage prepaid, and addressed to the party at his or its
      most recent known address, in which case such notice shall be deemed to have
      been duly given on the tenth postal delivery day following the date of such
      mailing.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    14.    MISCELLANEOUS
      PROVISIONS

    


    14.1    No
      Obligation to Exercise
      -
      Optionees shall be under no obligation to exercise Options granted under this
      Plan.

    


    14.2    No
      Obligation to Retain Optionee
      -
      Nothing contained in this Plan shall obligate the Corporation
      or any Related Corporation to retain an Optionee as an employee, officer,
      director, or consultant for any period, nor shall this Plan interfere in any
      way
      with the right of the Corporation or any Related Corporation to reduce such
      Optionee's compensation.

    


    14.3    Duration
      of the Plan
      -
      Subject to the provisions of section 11 (Amendment
      and
      Termination of
      Plan),
      the Plan shall remain in effect until all grants of Options under the Plan
      have
      been terminated pursuant to the provisions of the Plan or satisfied by the
      issuance of Shares or the payment of cash.

    


    14.4    Binding
      Agreement
      - The
      provisions of this Plan and each Option with an Optionee shall be binding upon
      such Optionee and the Qualified Successor or Guardian of such
      Optionee.

    


    14.5    Use
      of Terms
      - Where
      the context so requires, references herein to the singular shall include the
      plural, and vice versa, and references to a particular gender shall include
      either or both genders.

    


    14.6    Headings
      - The
      headings used in this Plan are for convenience of reference only and shall
      not
      in any way affect or be used in interpreting any of the provisions of this
      Plan.

    


    14.7    No
      Representation or Warranty
      - The
      Corporation makes no representation or warranty as to the future market value
      of
      any Shares issued in accordance with the provisions of this Plan.

    


    14.8    Use
      of Proceeds
      -
      Proceeds from the sale of Shares pursuant to the Options granted and exercised
      under the Plan shall constitute general funds of the Corporation and shall
      be
      used for general corporate purposes.

    


    14.9    Expense
      of Administering Plan
      - The
      Corporation shall bear any expenses of administering this Plan.

    


    14.10  
        Place
      of Administration The
      Plan
      shall be administered in the State of Texas, and the validity, contraction,
      interpretation, administration and effect of the Plan and its rules and
      regulations, and rights relating to the Plan, shall be determined solely in
      accordance with the laws of the State of Texas. 

    


    15.    EFFECTIVE
      DATE OF PLAN

    


    15.1   Effective
      Date of Plan
      - This
      Plan shall be effective the day of its approval by the Board
      of
      Directors of the Corporation.
      The Plan
      and all outstanding Stock Options shall remain in effect until such Stock Option
      have expired or until such options are cancelled.

    


    
      	 	/s/
              Donald L. Sytsma	 
	 	
              Corporate
                Secretary

            	 


    

    


    
      	
              Date
                approved by the Board of Directors of the Corporation:

            	
              March
                9,
                2007

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      A

    GULF
      WESTERN PETROLEUM CORPORATION

    STOCK
      OPTION CERTIFICATE

     

    

      
        	
                To:

              	
                
                   ̃
                    (the “Optionee”)

                

              	 	
                Date:

              	
                 ̃

              


      

    

    
 

    Re:  
      Grant
      of Stock Option

    


    This
      Certificate certifies that Gulf
      Western Petroleum Corporation
      (the
      "Corporation") has granted to you an option (the "Option") to purchase shares
      in
      the common stock of the Corporation pursuant to the Corporation’s 2007
      Non-Qualified Stock Option Plan (the "Plan") established by the Corporation,
      or
      any successor plan thereto, as amended from time to time in accordance with
      its
      terms.

    


    Your
      Option is subject to the terms and conditions of the Plan which are deemed
      to be
      incorporated in this Certificate, and to the following specific
      provisions:

    


    
      	
              Date
                of Grant:

            	
               ̃

            


    

    
      	
              Number
                of Options:

            	
               ̃

            


    

    
      	
              Exercise
                Price:

            	
              $ ̃
                per share.

            


    

    
      	
              Term
                of Option:

            	
               ̃

            


    

    
      	
              Option
                Vesting Schedule:

            	
               ̃

            


      	Cashless Exercise
              Permitted:	oYes    o
              No


    

     

    THE
      EXERCISE OF THIS OPTION IS SUBJECT TO THE TERMS AND RESTRICTIONS SET OUT IN
      THE
      PLAN. TERMS HAVE THE MEANING AS SET OUT IN THE PLAN. 

     

    A
      paper
      or email copy of the Plan may be obtained by contacting the Corporate Secretary
      at (713) 355-7001.

     

    This
      Option may not be exercised except pursuant to an effective registration
      statement under the United States Securities Act of 1933, as amended, and all
      applicable U.S. state securities laws, or pursuant to available exemptions
      from
      such registration requirements.

    


    The
      Stock
      Option evidenced hereby shall be exercisable by the delivery to and receipt
      by
      the Corporation of (i) a written notice of election to exercise, in the form
      set
      forth in Attachment A hereto, specifying the number of shares to be purchased;
      (ii) accompanied by payment of the full purchase price thereof in cash or
      certified check payable to the order of the Corporation or if expressly
      permitted pursuant to the term so this Certificate, by notification of cashless
      exercise in accordance with section 7.3 of the Plan; and (iii) this Certificate.
      

     

    
      	 	Gulf
              Western Petroleum Corporation
	 	 	 
	 	
              Per:

            	  

	 	 	
              Authorized
                Signatory

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ATTACHMENT
      A 

    Stock
      Option Certificate 

    


    
      	
              To:

            	
              Gulf
                Western Petroleum
                Corporation

            


    

    


    
      	
              Re:

            	
              Exercise
                of Stock Option 

            


    

    


    The
      undersigned hereby gives notice under the Stock Option Certificate of exercise
      of the Option (as defined in the Stock Option Certificate) with respect to
      the
      number of Options (as defined in the Stock Option Certificate) designated below
      and either:

    


    
      	
               

            	
              encloses
                a certified cheque in the designated amount representing payment
                in full
                for those shares; or

            


    

    


    
      	
               

            	
              if,
                and
                only if,
                expressly permitted in the Stock Option Certificate, hereby requests
                cashless exercise.

            


    

    


    Receipt
      of Plan - Optionee hereby acknowledges having received a copy of the Plan and
      that this Option exercise is subject to each and every term and provision of
      such Plan.

     

    
      	
              Number
                of Options exercised:

            	 
	 
	 	 	 
	
              Option
                Price:

            	 
	 
	 	 	 
	
              Total
                Purchase Price:

            	 
	 


    

    


    If
      the
      number of Options exercised represents less than all the Options granted
      pursuant to the Stock Option Certificate, the Corporation will issue a new
      Stock
      Option Certificate for the balance of the Option not exercised
      hereby.

     

    Dated
      this _________ day of _________________________, 2______.

    


    


    


    
      	 	 
	 	
              Signature
                of Option Holder

            
	 	 
	 	 
	 	
              Full
                Name - Please Print

            
	 	 
	 	 
	 	
              Delivery
                Address