Filed by Automated Filing Services Inc. (604) 609-0244 - Regalito Copper Corp. - Exhibit 10.6






LUMINA COPPER CORP.

STOCK OPTION AND STOCK BONUS PLAN

1.      OBJECTIVES

The Plan is intended as an incentive to enable the Company
to:

	 	(a) 	
      attract and retain qualified directors, officers,
      employees and consultants of the Company and its Affiliates,

	 	 	 
	 	(b) 	
      promote a proprietary interest in the Company and its
      Affiliates among its employees, officers, directors and consultants;
      and

	 	 	 
	 	(c) 	
      stimulate the active interest of such persons in the
      development and financial success of the Company and its
  Affiliates.



2.      DEFINITIONS

As used in the Plan, the terms set forth below shall have the
following respective meanings:

	“Affiliate” 	
      has the meaning ascribed thereto in the Securities Act,
      as amended from time to time; 


	  	
      

	“Associate” 	
      has the meaning ascribed thereto in the Securities Act,
      as amended from time to time; 


	  	
      

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

	  	
      

	“Bonus Shares” 	
      means the bonus shares as described in section 18;
  

	  	
      

	“Consultant” 	
      shall have the meaning set forth in the British Columbia
      Securities Commission Instrument 45-507, as may be amended or superseded
      from time to time; 



	  	
      

	“Company” 	
      means Lumina Copper Corp., a company incorporated under
      the Company Act (British Columbia); 


	  	
      

	“Director” 	
      means a member of the Board; 

	  	
      

	“Employees” 	
      means “employees” as defined in the British Columbia
      Securities Commission Instrument 45-507, as may be amended or superseded
      from time to time; 



	  	
      

	“Insider” 	
      in relation to the Company means (a) an insider as
      defined in the Securities Act, other than a person who falls within that
      definition solely by virtue of being a Director or Senior Officer of a
      subsidiary of the Company, and (b) an Associate of any person who is an
      Insider by virtue of (a); 










2

	“Management Company 
Employee”
    	
      means an Employee who is employed by a person providing
      management services to the Company or an Affiliate of the Company (not
      including promotional or investor relations services); 



	  	
      

	“Non-Employee Director” 	
      means a Director of the Company or of an Affiliate of the
      Company who is not an Employee or a Senior Officer; 


	  	
      

	“Option” 	
      means an option to purchase Shares granted under or
      subject to the terms of the Plan; 


	  	
      

	“Option Agreement” 	
      means a written agreement between the Company and an
      Optionee that sets forth the terms, conditions and limitations applicable
      to an Option; 


	  	
      

	“Option Period” 	
      means the period for which an Option is granted;
  

	  	
      

	“Optioned Shares” 	
      means the Shares for which an Option is or may become
      exercisable; 

	  	
      

	“Optionee” 	
      means a person to whom an Option has been granted under
      the terms of the Plan or who holds an Option that is otherwise subject to
      the terms of the Plan; 


	  	
      

	“Outstanding Issue” 	
      for the purposes of the Plan, is determined on the basis
      of the number of Shares that are outstanding immediately prior to the
      Share issuance or Option grant in question, excluding Shares issued
      pursuant to the exercise of the Options or under any other share
      compensation arrangements of the Company during the one-year period
      preceding the determination; 





	  	
      

	“Plan” 	
      means this Stock Option Plan; 

	  	
      

	“Securities Act” 	
      means the Securities Act (British Columbia),
      R.S.B.C. 1966 c. 418, as amended from time to time; 


	  	
      

	“Senior Officer” 	
      has the meaning ascribed thereto in the Securities Act;
      

	  	
      

	“Shares” 	
      means common share without par value in the capital stock
      of the Company as the same is presently constituted; and 


	  	
      

	“TSX” 	
      means the TSX Venture Exchange or any successor thereto,
      provided that if the Shares are or become listed on a senior stock
      exchange, then reference to “TSX” means a reference to such senior stock
      exchange. 






	3. 	
      ADMINISTRATION OF THE PLAN

	 	 
	3.1 	
      The Plan will be administered by the Board.

	 	 
	3.2 	
      Subject to the limitations of the Plan, the Board shall
      have full power to grant Options, to determine the terms, limitations,
      restrictions and conditions respecting such Options and to settle, execute
      and deliver Option Agreements and bind the Company accordingly, to
      interpret the Plan and to adopt such rules, regulations and guidelines for
      carrying out the Plan as it may deem necessary or proper and to reserve,
      allot, fix the price of and issue Shares pursuant to the grant and
      exercise of Options, and to fix the price of, value the consideration
      received for, allot, issue and distribute Bonus
Shares,







3

		
      all of which powers shall be exercised in the best
      interests of the Company and in keeping with the objectives of the
      Plan.

	 	 	 
	3.3 	
      Notwithstanding any provision of this Plan, the Board
      may, in its discretion, grant Options as it sees fit, accelerate the
      vesting or exercisability of any Option, eliminate or make less
      restrictive any restrictions contained in an Option, waive any restriction
      or other provision of the Plan or an Option or otherwise amend or modify
      an Option in any manner that is either:

	 	 	 
		(a) 	
      not adverse to the Optionee holding such Option;
  or

	 	 	 
		(b) 	
      consented to by such Optionee;

	 	 	 
		
      and, subject to any required approvals of any stock
      exchange or regulatory body having jurisdiction over the securities of the
      Company, provide for the extension of the Option Period of an outstanding
      Option.

	 	 	 
	3.4 	
      The Board may correct any defect or supply any omission
      or reconcile any inconsistency in the Plan or in any Option in the manner
      and to the extent the Board deems necessary or desirable to carry it into
      effect. Any decision of the Board in the interpretation and administration
      of the Plan shall lie within its absolute discretion and shall be final,
      conclusive and binding on all parties concerned. No member of the Board
      shall be liable for anything done or omitted to be done by such member, or
      any other member of the Board or by any officer of the Company, in
      connection with the performance of any duties under the Plan, except those
      which arise from such member’s own willful misconduct or as expressly
      provided by statute.

	 	 	 
	3.5 	
      All administrative costs of the Plan shall be paid by the
      Company.

	 	 	 
	4. 	
      ELIGIBILITY FOR OPTIONS

	 	 	 
	4.1 	
      Options may be granted to Employees, Senior Officers,
      Directors, Non-Employee Directors, Management Company Employees and
      Consultants of the Company and its Affiliates who are, in the opinion of
      the Board, in a position to contribute to the success of the Company or
      any of its Affiliates or who, by virtue of their service to the Company or
      any predecessors thereof or to any of its Affiliates, are in the opinion
      of the Board, worthy of special recognition. Except as otherwise may be
      set out in this Plan, the granting of Options is entirely discretionary.
      Nothing in this Plan shall be deemed to give any person any right to
      participate in this Plan or to be granted an Option and the designation of
      any Optionee in any year or at any time shall not require the designation
      of such person to receive an Option in any other year or at any other
      time. The Board shall consider such factors as it deems pertinent in
      selecting participants and in determining the amounts and terms of their
      respective Options.

	 	 	 
	4.2 	
      If an Optionee who is granted an Option is an Employee,
      Management Company Employee or Consultant of the Company or any of its
      Affiliates, the Option Agreement pertaining to such Option shall contain a
      representation by both the Company and the Optionee that the Optionee is a
      bona fide Employee, Management Company Employee or Consultant of the
      Company or its Affiliates.

	 	 	 
	4.3 	
      Subject to the acceptance of this Plan for filing by the
      TSX, any options over securities of the Company previously granted by the
      Company which remain outstanding as at May 31, 2004, will be deemed to
      have been issued under and will be governed by the terms of the Plan
      provided that, in the event of inconsistency between the terms of the
      agreements governing such options previously granted and the terms of the
      Plan, the terms of such agreements shall govern. Any Shares issuable upon
      exercise of such options granted previously will be included for the
      purpose of calculating the amounts set out in subsection 5.1
  hereof.







4

	4.4 	
      Subject to any applicable regulatory approvals, Options
      may also be granted under the Plan in exchange for outstanding options
      granted by the Company or any predecessor company thereof or any Affiliate
      thereof, whether such outstanding options were granted under the Plan,
      under any other stock option plan of the Company or any predecessor
      company or any Affiliate thereof, or under any stock option agreement with
      the Company or any predecessor corporation or Affiliate thereof.

	 	 	 	 
	4.5 	
      Subject to any applicable regulatory approvals, Options
      may also be granted under the Plan in substitution for outstanding options
      of one or more other companies in connection with a plan or arrangement or
      exchange, amalgamation, merger, consolidation, acquisition of property or
      shares, or other reorganization between or involving such other companies,
      the Company or any of its Affiliates.

	 	 	 	 
	5. 	
      NUMBER OF SHARES RESERVED UNDER THE PLAN

	 	 	 	 
	5.1 	
      The number of Shares that may be reserved for issuance
      under the Plan, either pursuant to Options or as Bonus Shares, is limited
      as follows:

	 	 	 	 
		(a) 	
      the maximum aggregate number of Shares issuable pursuant
      to the exercise of Options granted under the Plan or as Bonus Shares shall
      be a maximum of 1,390,943 Shares (including 747,533 Shares issuable upon
      the exercise of outstanding stock options as at May 31, 2004, referred to
      in subsection 4.3 hereof), provided that:

	 	 	 	 
			(i) 	
      if any Option subject to the Plan is forfeited, expires,
      is terminated or is cancelled for any reason whatsoever (other than by
      reason of exercise), then the maximum number of Shares for which Options
      may be granted hereunder shall be increased by the number of Shares which
      were the subject of such forfeited, expired, terminated or cancelled
      Option;

	 	 	 	 
			(ii) 	
      such maximum number of Shares shall be appropriately
      adjusted in the event of any subdivision or consolidation of the Shares;
      and

	 	 	 	 
		(b) 	
      if and for so long as the Shares are listed on the TSX
      the maximum aggregate number of Shares that may be reserved under the Plan
      or other share compensation arrangements of the Company:

	 	 	 	 
			(i) 	
      for issuance to Insiders, shall not exceed ten (10%)
      percent of the issued and outstanding number of Shares;

	 	 	 	 
			(ii) 	
      for issuance to Insiders, within a one-year period, shall
      not exceed ten (10%) percent of the issued and outstanding number of
      Shares;

	 	 	 	 
			(iii) 	
      for issuance to any one insider and such insider’s
      associates, within a one-year period, shall not exceed five (5%) percent
      of the issued and outstanding number of Shares;

	 	 	 	 
			(iv) 	
      for issuance to any one person shall not exceed five (5%)
      percent of the issued and outstanding number of Shares

	 	 	 	 
			(iv) 	
      for issuance to Consultants shall not exceed two (2%)
      percent of the issued and outstanding number of Shares;
  and







5

	 	(v) 	
      for issuance to persons who are employed in investor
      relations activities (as defined in the TSX Corporate Finance Manual)
      shall not exceed two (2%) percent of the issued and outstanding number of
      Shares at the time of grant.




	6. 	
      NUMBER OF OPTIONED SHARES PER OPTION

	 	 	 
	6.1 	
      The number of Optioned Shares under an Option shall be
      determined by the Board, in its discretion, at the time such Option is
      granted, taking into consideration the Optionee’s present and potential
      contribution to the success of the Company and taking into account all
      other Options then held by such Optionee, but subject always to the
      limitations set forth in subsection 5.1.

	 	 	 
	7. 	
      PRICE

	 	 	 
	7.1 	
      The exercise price per Optioned Share under an Option
      shall be determined by the Board, in its discretion, at the time such
      Option is granted, but such price shall not be less than the closing price
      of the Shares on the TSX on the trading day immediately preceding the day
      on which the Option is granted (provided that if there are no trades on
      such day then the last closing price within the preceding ten (10) trading
      days will be used, and if there are no trades within such ten (10) day
      period, then the simple average of the bid and ask prices on the trading
      day immediately preceding the day of grant will be used).

	 	 	 
		
      The exercise price at which, and the number of optioned
      securities for which, an outstanding Option may be exercised following a
      subdivision or consolidation of the Shares shall be subject to adjustment
      in accordance with section 11.

	 	 	 
	7.1 	
      The exercise price per Optioned Share under an Option may
      be reduced at the discretion of the Board if:

	 	 	 
		(a) 	
      at least six (6) months has elapsed since the later of
      the date of such Option was granted and the date the exercise price for
      such Option was last amended; and

	 	 	 
		(b) 	
      disinterested shareholder approval is obtained for any
      reduction in the exercise price under an Option held by an Insider of the
      Company.

	 	 	 
	8. 	
      OPTION PERIOD AND EXERCISE OF OPTIONS

	 	 	 
	8.1 	
      The Option Period for an Option shall be determined by
      the Board at the time the Option is granted and may be up to ten (10)
      years from the date the Option is granted. At the time an Option is
      granted, the Board may determine that, with respect to that Option, upon
      the occurrence of one of the events described in subsection 10.1 there
      shall come into force a time limit for exercise of such Option which is
      different than the Option Period, and in the event of such a
      determination, the Option Agreement for such Option shall contain
      provisions which specify the events and time limits related to that
      determination. Subject to the applicable maximum Option Period provided
      for in this subsection 8.1, and subject to applicable regulatory
      requirements and approvals, the Board may extend the Option Period of an
      outstanding Option beyond its original expiration date (whether or not
      such Option is held by an Insider).

	 	 	 
	8.2 	
      The Board may determine when any Option will become
      exercisable and may determine that the Option shall be exercisable in
      instalments.

	 	 	 
	8.3 	
      If there is a takeover bid or tender offer made for all
      or any of the issued and outstanding Shares, then the Board may, in its
      sole and absolute discretion, unilaterally determine that
    outstanding







6

		 Options, whether fully vested and exercisable or subject
        to vesting provisions or other limitations on exercise, shall be conditionally
        exercisable in full to enable the Optioned Shares subject to such Options
        to be conditionally issued and tendered to such bid or offer, subject
        to the condition that if the bid or offer is not duly completed the exercise
        of such Options and the issue of such Shares will be rescinded and nullified
        and the Options, including any vesting provisions or other limitations
        or exercise which were in effect will be re-instated.

	 	 
	8.4 	 The vested portions of Options will be exercisable,
        in whole or in part, at any time after vesting. If an Option is exercised
        for fewer than all of the Optioned Shares for which the Option has then
        vested, the Option shall remain in force and exercisable for the remaining
        Optioned Shares for which the Option has then vested, according to the
        terms of such Option.

	 	 
	8.5 	 The exercise of any Option will be contingent upon receipt
        by the Company of payment in full for the exercise price of the Shares
        being purchased in cash by way of certified cheque or bank draft. Neither
        an Optionee nor the legal representatives, legatees or distributees of
        such Optionee will be, or will be deemed to be a holder of any Shares
        subject to an Option under the Plan unless and until certificates for
        such Shares are issuable to the Optionee or such other persons pursuant
        to the Option or the Plan.

	 	 
	9. 	 STOCK OPTION AGREEMENT

	 	 
	9.1 	 Upon the grant of an Option to an Optionee, the Company
        and the Optionee shall enter into an Option Agreement setting out the
        number of Optioned Shares subject to the Option, the Option Period and,
        if applicable, the vesting schedule for the Option, and incorporating
        the terms and conditions of the Plan and any other requirements of regulatory
        authorities and stock exchanges having jurisdiction over the securities
        of the Company, together with such other terms and conditions as the Board
        may determine in accordance with the Plan.

	 	 
	10. 	 EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH

	 	 
	10.1 	 An outstanding Option shall remain in full force and
        effect and exercisable according to its terms for the Option Period notwithstanding
        that the holder of such Option ceases to be a Director, Employee, Senior
        Officer or Consultant of the Company for any reason, including death,
        subject always to any express term in any Option Agreement made pursuant
        to subsection 8.1 which provides that upon the occurrence of one of such
        events there shall come into force a time limit for exercise of such Option
        which is different than the Option Period.

	 	 
	10.2 	 In the event of the death of an Optionee, an Option
        which remains exercisable may be exercised in accordance with its terms
        by the person or persons to whom such Optionee’s rights under the
        Option shall have passed under the Optionee’s will or pursuant to
        law.

	 	 
	11. 	 ADJUSTMENT IN SHARES SUBJECT TO THE PLAN

	 	 
	11.1 	 Following the date an Option is granted, the exercise
        price for and the number of Optioned Shares which are subject to an Option
        will be adjusted, with respect to the then unexercised portion thereof,
        by the Board from time to time (on the basis of such advice as the Board
        considers appropriate, including, if considered appropriate by the Board,
        a certificate of the auditor of the Company) in the events and in accordance
        with the provisions and rules set out in this section 11, with the intent
        that the rights of Optionees under their Options are, to the extent possible,
        preserved notwithstanding the occurrence of such events. Any dispute that
        arises at any time with respect to any adjustment pursuant to such provisions
        and rules will be conclusively determined by the Board, and any such determination
        will be binding on the Company, the Optionee and all other affected parties.








7

	11.2 	
      The number of Optioned Shares to be issued on the
      exercise of an Option shall be adjusted from time to time to account for
      each dividend of Shares (other than a dividend in lieu of cash dividends
      paid in the ordinary course), so that upon exercise of the Option for an
      Optioned Share the Optionee shall receive, in addition to such Optioned
      Share, an additional number of Shares (“Additional Shares”), at no further
      cost, to adjust for each such dividend of Shares. The adjustment shall
      take into account every dividend of Shares which occurs between the date
      of grant of the Option and the date of exercise of the Option for such
      Optioned Share. If there has been more than one such dividend the
      adjustment shall also take into account that the dividends which are later
      in time would have been distributed not only on the Optioned Share had it
      been outstanding, but also on all Additional Shares which would have been
      outstanding as a result of previous dividends.

	 	 
	11.3 	
      If the outstanding Shares are changed into or exchanged
      for a different number of shares or into or for other securities of the
      Company or securities of another corporation or entity, whether through an
      arrangement, amalgamation or other similar procedure or otherwise, or a
      share recapitalization, subdivision or consolidation, then on each
      exercise of the Option which occurs following such events, for each
      Optioned Share for which the Option is exercised, the Optionee shall
      instead receive the number and kind of shares or other securities of the
      Company or other corporation into which such Option Share would have been
      changed or for which such Option Share would have been exchanged if it had
      been outstanding on the date of such event.

	 	 
	11.4 	
      If the outstanding Shares are changed into or exchanged
      for a different number of shares or into or for other securities of the
      Company or securities of another corporation or entity, in a manner other
      than as specified in subsections 11.2 or 11.3, then the Board, in its sole
      discretion, may make such adjustment to the securities to be issued
      pursuant to any exercise of the Option and the exercise price to be paid
      for each such security following such event as the Board in its sole and
      absolute discretion determines to be equitable to give effect to the
      principle described in subsection 11.1, and such adjustments shall be
      effective and binding upon the Company and the Optionee for all
      purposes.

	 	 
	11.5 	
      If the Company distributes, by way of a dividend or
      otherwise, to all or substantially all holders of Shares, property,
      evidences of indebtedness or shares or other securities of the Company
      (other than Shares) or rights, options or warrants to acquire Shares or
      securities convertible into or exchangeable for Shares or other securities
      or property of the Company, other than as a dividend in the ordinary
      course, then, if the Board, in its sole discretion, determines that such
      action equitably requires an adjustment in the exercise price under any
      outstanding Option or in the number(s) of Optioned Shares subject to any
      such Option, or both, such adjustment may be made by the Board and shall
      be effective and binding on the Company and the Optionee for all
      purposes.

	 	 
	11.6 	
      No adjustment or substitution provided for in this
      section 11 shall require the Company to issue a fractional share in
      respect of any Option. Fractional shares shall be eliminated.

	 	 
	11.7 	
      The grant or existence of an Option shall not in any way
      limit or restrict the right or power of the Company to effect adjustments,
      reclassifications, reorganizations, arrangements or changes of its capital
      or business structure, or to amalgamate, merge, consolidate, dissolve or
      liquidate, or to sell or transfer all or any part of its business or
      assets.

	 	 
	12. 	
      NON-ASSIGNABILITY

	 	 
	12.1 	
      Neither the Options nor the benefits and rights of ay
      Optionee under any Option or under the Plan shall be assignable or
      otherwise transferable, except as specifically provided in subsection 10.2
      in







8

		
      the event of the death of the Optionee. During the
      lifetime of the Optionee, all such Options, benefits and rights may only
      be exercised by the Optionee.

	 	 
	13. 	
      EMPLOYMENT

	 	 
	13.1 	
      Nothing contained in the Plan shall confer upon any
      Optionee, or any person employing a Management Company Optionee, any right
      with respect to employment or continuance of employment with, or the
      provision of services to, the Company or any of its Affiliates, or
      interfere in any way with the right of the Company or any of its
      Affiliates to terminate the Optionee’s employment or the services of any
      such person at any time. Participation in the Plan by an Optionee is
      voluntary.

	 	 
	14. 	
      REGULATORY ACCEPTANCES

	 	 
	14.1 	
      The Plan is subject to the acceptance of the Plan for
      filing by the TSX, and the Board is authorized to amend the Plan from time
      to time in order to comply with any changes required from time to time by
      such applicable regulatory authorities, whether as conditions to the
      acceptance for filing of the Plan or otherwise, provided that no such
      amendment will in any way derogate from the rights held by Optionees
      holding Options (vested or unvested) at the time thereof within the
      consent of such Optionees.

	 	 
	14.2 	
      The obligation of the Company to issue and deliver
      Optioned Shares pursuant to the exercise of any Options granted under the
      Plan is subject to the acceptance of the Plan for fling by the TSX. If any
      Shares cannot be issued to any Optionee for any reason, including, without
      limitation, the failure to obtain such acceptance for filing, then the
      obligation of the Company to issue such Optioned Shares shall terminate
      and any amounts paid to the Company for such Optioned Shares shall be
      returned to the Optionee forthwith without interest or
deduction.

	 	 
	15. 	
      SECURITIES REGULATION AND TAX WITHHOLDING

	 	 
	15.1 	
      Where necessary to enable the Company to use an exemption
      from requirements to register Optioned Shares or Bonus Shares or file a
      prospectus or use a registered dealer to distribute Optioned Shares or
      Bonus Shares under securities laws applicable to the securities of the
      Company in any jurisdiction, an Optionee or the proposed recipient of
      Bonus Shares, upon the acquisition of any Optioned Shares by the exercise
      of Options and as a condition to such exercise, or upon receipt of any
      Bonus Shares and as a condition of receiving Bonus shares, shall provide
      to the Board such evidence as the Board requires to demonstrate that the
      Optionee or recipient will acquire such Optioned Shares or Bonus Shares
      with investment intent (i.e. for investment purposes) and not with a view
      to their distribution, including an undertaking to that effect in a form
      acceptable to the Board. The Board may cause a legend or legends to be
      placed upon any certificates for the Optioned Shares or Bonus Shares to
      make appropriate reference to applicable resale restrictions, and the
      Optionee or recipient shall be bound by such restrictions. The Board also
      may take such other action or require such other action or agreement by
      such Optionee or proposed recipient as may from time to time be necessary
      to comply with applicable securities laws. This provision shall in any way
      obligate the Company to undertake the registration or qualification of any
      Options or the Option Shares or any Bonus Shares under any securities laws
      applicable to the securities of the Company.

	 	 
	15.2 	
      For all purposes of the Plan, the Board and the Company
      may take all such measures as they deem appropriate or necessary to comply
      with applicable laws, including income tax laws and securities laws and
      regulations, as well as the rules or regulatory authorities having
      jurisdiction over the Company or in respect of the securities of the
      Company. Without limiting the foregoing, the
Board







9

		
      and the Company may withhold and remit to tax authorities
      such sums which might otherwise be due or accruing due by the Company to
      an Optionee or the recipient of Bonus Shares under section 18, if such
      withholding and remittance are required under applicable income tax laws
      in connection with the grant or exercise of the Optionee’s Options or the
      issue to such recipient of Bonus Shares.

	 	 
	15.3 	
      Issuance, transfer or delivery of certificates for
      Optioned Shares or Bonus Shares acquired pursuant to the Plan may be
      delayed, at the discretion of the Board, until the Board is satisfied that
      the requirements of applicable laws and regulations, and applicable rules
      of regulatory authorities, have been made.

	 	 
	16. 	
      AMENDMENT AND TERMINATION OF PLAN

	 	 
	16.1 	
      The Board reserves the right to amend or terminate the
      Plan at any time if and when it is deemed advisable in the absolute
      discretion of the Board; provided, however, that no such amendment or
      termination shall adversely affect any outstanding Options granted under
      the Plan without the consent of the Optionee. Any amendment to the Plan
      shall also be subject to acceptance of such amendment or amended Plan for
      filing by the TSX and, where required by the TSX, the approval of the
      shareholders of the Company.

	 	 
	17. 	
      NO REPRESENTATION OR WARRANTY

	 	 
	17.1 	
      The Company makes no representation or warranty as to the
      future market value of any Shares, Bonus Shares or Optioned
  Shares.

	 	 
	18. 	
      BONUS SHARES

	 	 
	18.1 	
      Subject to acceptance of this Plan for filing by the TSX
      and subject to the approval of this Plan by the shareholders of the
      Company, the Board shall have the authority and power in its sole and
      absolute discretion, to allot, issue and distribute in such amounts as the
      Board in its sole and absolute discretion deems fit, as fully paid and
      non-assessable shares in the capital of the Company, up to 100,000 Bonus
      Shares in each calendar year, to those Employees, Senior Officers,
      Directors, Non-Employee Directors, Management Company Employees and
      Consultants of the Company whom the Board, in its sole and absolute
      discretion, deems to have provided extraordinary contributions to the
      advancement of the Company.

	 	 
	18.2 	
      The Bonus Shares will be issued in consideration of the
      fair value of the extraordinary contribution to the Company by the
      recipient as determined by the Board, in its discretion, and shall be
      issued at a deemed price determined by the Board at the time of issuance
      of such Bonus Shares, but such price shall not be less than the closing
      price of the Shares on the TSX on the trading day immediately preceding
      the day on which the Bonus Shares are issued, provided that if there are
      no trades on such trading day then the deemed price shall be the last
      closing price within the preceding ten (10) trading says, and if there are
      no trades within such ten (10) day period, then the deemed price shall be
      the simple average of the bid and ask prices on the trading day
      immediately preceding the day of issue. No Bonus Shares shall be issued at
      a time when it is unlawful to fix the price for such Bonus
  Shares.

	 	 
	18.3 	
      Nothing in this Plan shall require the issue or
      distribution of any Bonus Shares in any given year or the distribution to
      any particular person of Bonus Shares at any time. The receipt by a
      recipient in any year of Bonus Shares shall not create any entitlement to
      receipt of Bonus Shares by such recipient in any other year. No person
      shall have the right to receive a distribution of Bonus Shares in any
      year, whether or not other persons receive Bonus Shares in such other
      year. The pool of Bonus Shares available for any given year, if not
      distributed, shall cease to be available at the end
of







10

		
      such year and shall not accumulate or be available for
      any succeeding year. The Bonus Shares available for distribution in any
      year will be included for the purpose of calculating the amounts set out
      in subsection 5.1 hereof.

	 	 
	19. 	
      GENERAL PROVISIONS

	 	 
	19.1 	
      Nothing contained in the Plan shall prevent the Company
      or any of its Affiliates from adopting or continuing in effect other
      compensation arrangements (subject to shareholder approval if such
      approval is required by TSX) and such arrangements may be either generally
      applicable or applicable only in specific cases.

	 	 
	19.2 	
      The validity, construction and effect of the Plan, the
      grants of Options, the distributions of Bonus Shares, the issue of Option
      Shares and Bonus Shares, any rules and regulations relating to the Plan,
      any Option Agreement, and all determinations made and actions taken
      pursuant to the Plan, shall be governed by and determined in accordance
      with the laws of the Province of British Columbia.

	 	 
	19.3 	
      If any provision of the Plan or any Option Agreement is
      or becomes or is deemed to be invalid, illegal or unenforceable in any
      jurisdiction or as to any person or Option, or would disqualify the Plan
      or any Option under any law deemed applicable by the Board, such provision
      shall be construed or deemed amended to conform to the applicable laws, or
      if it cannot be construed or deemed amended without, in the determination
      of the Board, materially altering the intent of the Plan or the Option,
      such provision shall be stricken as to such jurisdiction, person, or
      Option and the remainder of the Plan and any such Option Agreement shall
      remain in full force and effect.

	 	 
	19.4 	
      Neither the Plan nor any Option nor the decision of the
      Board to issue Bonus Shares shall create or be construed to create a trust
      or separate fund of any kind or a fiduciary relationship between the
      Company or any of its Affiliates and an Optionee, proposed recipient of
      Bonus Shares or any other person.

	 	 
	19.5 	
      Headings are given to the sections of the Plan solely as
      a convenience to facilitate reference. Such headings shall not be deemed
      in any way material or relevant to the construction or interpretation of
      the Plan or any provision thereof.

	 	 
	20. 	
      TERM OF THE PLAN

	 	 
	20.1 	
      The Plan shall be effective as of May 31, 2004, subject
      to its approval by the shareholders of the Company and acceptance for
      filing by the TSX pursuant to section 4.

	 	 
	20.2 	
      The Plan shall be effective until May 31, 2014 unless the
      Plan is earlier terminated by the Board pursuant to section 16, and no
      Option shall be granted under the Plan after that date. Unless otherwise
      expressly provided in the Plan or in an applicable Option Agreement, the
      Option Period for any Option granted hereunder will, and any authority of
      the Board to amend, alter, adjust, suspend, discontinue or terminate any
      such Option or to waive any conditions or rights under any such Option
      shall, continue after termination of the Plan of May 31, 2014 or any
      earlier termination date of the Plan, notwithstanding such
    termination.



Adopted by the
Board:                                
May 31, 2004 
Approved by the
Shareholders:                
June 14, 2004 
Accepted for filing by the
TSX:               
July 14, 2004