Filed by Automated Filing Services Inc. (604) 609-0244 - PMI Ventures Ltd. - Exhibit 10.4







EXHIBIT 10.4 


 STOCK OPTION PLAN 

 ARTICLE 1  

  DEFINITIONS AND INTERPRETATION

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

	 	 	 
	 	(a)	"Administrator" means, initially, the
        secretary of the Company and thereafter shall mean such director or other
        senior officer or employee of the Company as may be designated as Administrator
        by the Board from time to time;

	 	 	 
	 	(b)	"Award Date" means the date on which
        the Board grants a particular Option;

	 	 	 
	 	(c)	"Board" means the board of directors
        of the Company;

	 	 	 
	 	(d)	"Company" means PMI Ventures Ltd. or
        any "affiliate" (as defined under the Company Act, R.S.B.C. 1996,
        c. 62, as amended);

	 	 	 
	 	(e)	“Consultant” means an individual
        or a Consultant Company, other than an Employee or a Director, engaged
        to provide on an ongoing bona fide basis, consulting, technical, management
        or other services to the Company or an affiliate of the Company under
        a written contract, that spends or will spend a significant amount of
        time and attention on the business and affairs of the Company or an affiliate
        of the Company and has a relationship with the Company or an affiliate
        of the Company that enables the individual to be knowledgeable about the
        business and affairs of the Company;

	 	 	 
	 	(f)	“Consultant Company” means
        for an individual consultant, a company or partnership of which the individual
        is an employee, shareholder or partner;

	 	 	 
	 	(g)	"Director" means any individual holding
        the office of director of the Company;

	 	 	 
	 	(h)	“Employee” means an individual
        regularly employed on a full-time or part-time basis by the Company or
        an affiliate of the Company or an individual who, on a regular basis and
        for a minimum amount of time per week, performs services for the Company
        or an affiliate of the Company normally provided by an employee, and for
        the purpose of the Plan includes a Management Company Employee;

	 	 	 
	 	(i)	“Exchange” means the TSX Venture
        Exchange or, if the Shares are no longer listed for trading on the TSX
        Venture Exchange, then such other exchange(s) or quotation systems(s)
        on which the Shares are listed or quoted for trading;

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









 

	 	(k)
	"Exercise Period" means
        the period during which a particular Option may be exercised and is the
        period from and including the Award Date through to and including the
        Expiry Date, subject to the provisions of the Plan relating to vesting
        of Options;

	 	 	 
	 	(l)
	"Exercise Price" means the
        price at which an Option may be exercised as determined in accordance
        with paragraph 3.5;

	 	 	 
	 	(m)
	"Expiry Date" means the
        date determined in accordance with paragraph 3.3 and after which a particular
        Option cannot be exercised;

	 	 	 
	 	(n)
	“Management Company
        Employee” means an individual employed by a person providing management
        services to the Company, which are required for the ongoing successful
        operation of the business enterprise of the Company, but excluding a person
        involved in investor relations activities;

	 	 	 
	 	(o)
	"Option" means an option
        to acquire Shares, awarded to a Director, Employee or Consultant pursuant
        to the Plan;

	 	 	 
	 	(p)
	"Option Certificate" means
        the certificate, substantially in the form set out as Schedule "A" hereto,
        evidencing an Option;

	 	 	 
	 	(q)
	"Option Holder" means a
        Director, Employee or Consultant or former Director, Employee or Consultant,
        who holds an unexercised and unexpired Option or, where applicable, the
        Personal Representative of such person;

	 	 	 
	 	(r)
	"Plan" means this PMI Ventures
        Ltd. stock option plan, as amended from time to time;

	 	 	 
	 	(s)
	"Personal Representative"
        means:

	 	 	 
	 	 	(i)
	in the case of a deceased Option Holder,
        the executor or administrator of the deceased duly appointed by a court
        or public authority having jurisdiction to do so, and

	 	 	 
	 	 	(ii)
	in the case of an Option
        Holder who for any reason is unable to manage his or her affairs, the
        person entitled by law to act on behalf of such Option Holder; and

	 	 	 
	 	(t)
	"Share" or "Shares" means,
        as the case may be, one or more common shares without par value in the
        capital of the Company.

	 	 
	1.2 
	Choice of Law 

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

	 	 
	1.3
	Headings 

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









 ARTICLE 2  

  PURPOSE AND PARTICIPATION  

 2.1          
  Purpose 

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


 2.2          
  Participation  

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


  	 	(a)
  	the remuneration paid to the Employee or Consultant as
        at the Award Date in relation to the total remuneration payable by the
        Company to all of its Employees and Consultants as at the Award Date;
	 	 	 
	 	(b)	the length of time that the Employee or Consultant has
        been employed or engaged by the Company; and
	 	 	 
	 	(c)	the quality of work performed by the Employee or Consultant.




 2.3          
  Notification of Award  

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

 2.4           
  Copy of Plan  

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


 2.5          
  Limitation  

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

 ARTICLE 3  

  TERMS AND CONDITIONS OF OPTIONS  

 3.1          
  Board to Allot Shares  

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

 3.2          
  Number of Shares  

 The maximum number of Shares issuable under the Plan, together
  with the number of Shares issuable under 








 outstanding options granted otherwise than under the Plan,
  shall not exceed 2,466,047 Shares of the Company. Additionally, the Company
  shall not grant Options: 

	 	(a)	to any one person in any one year period
        which could, when exercised, result in the issuance of Shares exceeding
        five percent (5%) of the issued and outstanding Shares of the Company;
        or

	 	 	 
	 	(b)	to any one Consultant in any one year
        period which could, when exercised, result in the issuance of Shares exceeding
        two percent (2%) of the issued and outstanding Shares of the Company;
        or

	 	 	 
	 	(c)	to persons employed to undertake investor
        relations activities in any one year period which could, when exercised,
        result in the issuance of Shares exceeding an aggregate of two percent
        (2%) of the issued and outstanding Shares of the Company.



 If any Option expires or otherwise terminates for any reason
  without having been exercised in full, the number of Shares in respect of which
  Option expired or terminated shall again be available for the purposes of the
  Plan. 

 3.3           
  Term of Option  

 Subject to paragraph 3.4, the Expiry Date of an Option shall
  be the date so fixed by the Board at the time the particular Option is awarded,
  provided that such date shall not be later than: 

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

	 	 
	(b)	if the classification of the Company
        on the Exchange is upgraded from that of venture company, or the Shares
        are no longer listed on the Exchange, the tenth anniversary of the Award
        Date of the Option.



 3.4            Termination
  of Option  

 An Option Holder may exercise an Option, subject to any applicable
  vesting limitations as contemplated herein, in whole or in part at any time
  or from time to time during the Exercise Period provided that, with respect
  to the exercise of part of an Option, the Board may at any time and from time
  to time fix a minimum or maximum number of Shares in respect of which an Option
  Holder may exercise part of any Option held by such Option Holder. Any Option
  or part thereof not exercised within the Exercise Period shall terminate and
  become null, void and of no effect as of 5:00 p.m. local time in Vancouver,
  British Columbia, on the Expiry Date. The Expiry Date of an Option shall be
  the earlier of the date so fixed by the Board at the time the Option is awarded
  and the date established, if applicable, in sub-paragraphs (a) to (c) below:


	 	(a)	
        Death

         In the event that the Option Holder should die while he or she is
          still a Director (if he or she holds his or her Option as Director)
          or Employee or Consultant (if he or she holds his or her Option as Employee
          or Consultant), the Expiry Date shall be six (6) months from the date
          of death of the Option Holder; or

      

	 	 	 
	 	(b)	
        Ceasing to hold Office

         In the event that the Option Holder holds his or her Option as Director
          of the Company and

      









 

	 	 	such Option Holder ceases to be a Director of the
        Company other than by reason of death, the Expiry Date of the Option shall
        be the 30th day following the date the Option Holder ceases to be a Director
        of the Company unless the Option Holder ceases to be a Director of the
        Company but continues to be engaged by the Company as an Employee, in
        which case the Expiry Date shall remain unchanged, or unless the Option
        Holder ceases to be a Director of the Company as a result of: 

	 	 	 


	 	   	(i)	ceasing to meet the qualifications set forth in section
        114 of the Company Act, R.S.B.C. 1996, c.62, as amended or such
        other qualifications required by the corporate laws in any other jurisdiction
        under which the Company is continued or amalgamated; or

	 	 	 	 
	 	 	(ii)	a resolution having been passed by the members of
        the Company pursuant to subsection 130(3) of the Company Act, R.S.B.C.
        1996, c.62, as amended or an equivalent enactment pursuant to the corporate
        laws in any other jurisdiction under which the Company is continued or
        amalgamated; or

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

	 	 	 	 
	 	 	 in which case the Expiry Date shall
        be the date the Option Holder ceases to be a Director of the Company.

	 	 	 	 


	 	(c)	
        Ceasing to be Employed

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

      

	 	 	 	 
	 	 	(i)	termination for cause, or in the case of a Consultant, breach
      of contract; or
	 	 	 	 
	 	 	(ii)	
        by order of the British Columbia Securities Commission, the Exchange,
          or any regulatory body having jurisdiction to so order;

        

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


 3.5            Exercise
  Price  

 The Exercise Price shall be that price per share, as determined
  by the Board in its sole discretion as of the Award Date, at which an Option
  Holder may purchase a Share upon the exercise of an Option, shall not be less
  than the closing price of the Company’s shares traded through the facilities
  of the Exchange on the date preceding the Award Date, less any discounts permitted
  by the Exchange, or such other price as may be required by the Exchange. 

 3.6           
  Assignment of Options  

 Options may not be assigned or transferred, provided however
  that the Personal Representative of an Option Holder may, to the extent permitted
  by paragraph 4.1, exercise the Option within the Exercise Period. 






 3.7            Adjustments
   

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

 3.8            Vesting
   

 For so long as the Company is classified as a Tier 2 company
  on the Exchange, all Options granted pursuant to the Plan must contain conditions
  relating to the vesting of the right to exercise an Option granted to any Option
  Holder, which will provide that the right to purchase shares under the Option
  may not be exercised any earlier than the following times (although the Board
  may impose longer vesting periods): 

	 	Date After Which the Shares
	Number of Shares	May be Purchased
	 	 
	One Third	Six Months After Award Date
	 	 
	One Third	One Year Following the Award Date
	 	 
	One Third	Eighteen Months Following the Award Date


 In the event that the classification of the Company on the
  Exchange is upgraded from that of a Tier 2 company, or the Company’s common
  shares are no longer listed on the Exchange, the Board may, in it’s sole
  discretion at the time the Option is granted, but will not be required to, impose
  conditions relating to the vesting of the right to exercise an Option granted
  to any Option Holder. 

 The Option Certificate representing any such Option will disclose
  any vesting conditions. 

 3.9           
  Grants to Employees, Consultants or Management Company Employees  

 In connection with any Option granted to an Employee, a Consultant
  or a Management Company Employee, the Company will be required to represent
  that the proposed Option Holder is a bona fide Employee, Consultant or Management
  Company Employee. 

 ARTICLE 4  

  EXERCISE OF OPTION  

 4.1            Exercise
  of Option  

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






 4.2            Issue
  of Share Certificates  

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

 4.3            Condition
  of Issue  

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

 ARTICLE 5 

  ADMINISTRATION  

 5.1            Administration
   

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

 5.2            Interpretation
   

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

 ARTICLE 6  

  AMENDMENT AND TERMINATION  

 6.1            Prospective
  Amendment  

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

 6.2            Retrospective
  Amendment  

 Subject to applicable regulatory and, if required by any relevant
  law, rule or regulation applicable to the Plan, to shareholder approval, the
  Board may from time to time retrospectively amend the Plan and, with the consent
  of the affected Option Holders, retrospectively amend the terms and conditions
  of any Options 








 which have been previously granted. For greater certainty,
  the policies of the Exchange currently requires that disinterested shareholder
  approval be obtained for any reduction in the Exercise Price of any Option held
  by an insider of the Company. 

 6.3            Termination
   

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

 6.4           
  Agreement  

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


 ARTICLE 7  

  APPROVALS REQUIRED FOR PLAN  

 7.1            Approvals
  Required for Plan  

 Prior to its implementation by the Company, the Plan is subject
  to approvals by the shareholders of the Company at general meeting and the Exchange.


 7.2            Substantive
  Amendments to Plan  


Any substantive amendments to the Plan shall be subject to the Company first obtaining the approvals of:


	 	(a)	the shareholders or disinterested shareholders,
        as the case may be, of the Company at general meeting where required by
        the rules and policies of any stock exchange on which the Shares may be
        listed for trading; and

	 	 	 
	 	(b)	any stock exchange on which the Shares may be listed for
      trading.











  SCHEDULE "A"  

  PMI VENTURES LTD.  

  STOCK OPTION PLAN OPTION CERTIFICATE 

 This Certificate is issued pursuant to the provisions of the
  PMI VENTURES LTD. (the "Company") Stock Option Plan (the "Plan") and
  evidences that_____________________ is the holder of an option (the "Option")
  [and applicable stock appreciation rights] to purchase up to ______________________
  common shares (the "Shares") in the capital stock of the Company at a purchase
  price of $_______ per Share. Subject to the provisions of the Plan:

	 	(a)	the Award Date of this Option is ______________________________________
      ; and 
	 	 	 
	 	(b)	the Expiry Date of this Option is  ______________________________________
      . 


The right to purchase shares under the Option will vest in the holder in increments
  over the term of the Option as follows: 

	Date	Cumulative Number of Shares which may be Purchased
	 	

      

    


 This Option may be exercised in accordance with its terms
  at any time and from time to time from and including the Award Date through
  to and including up to 5:00 local time in Vancouver, British Columbia on the
  Expiry Date, by delivery to the Administrator of the Plan an Exercise Notice,
  in the form provided in the Plan, together with this Certificate and a certified
  cheque or bank draft payable to PMI Ventures Ltd. in an amount equal to the
  aggregate of the Exercise Price of the Shares in respect of which this Option
  is being exercised. 

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

 The foregoing Option has been awarded this ___ day of _______________.


 Without prior written consent of the TSX Venture Exchange
  and compliance with all applicable securities legislation, the securities represented
  by this certificate and the shares issuable upon the exercise thereof my not
  be sold, transferred, hypothecated or otherwise traded on or through the facilities
  of the TSX Venture Exchange or otherwise in Canada or to or for the benefit
  of a Canadian resident until _____________________ [ insert date that
  is four months plus one day from the date of grant]. 

[Unless permitted under securities legislation, the holder
  of the securities shall not trade the securities before ‚ insert
  date that is four months plus one day from the date of grant or 12 months plus
  one day if the company is not a qualifying issuer.] THIS LEGEND IS
  NECESSARY ONLY IN LIMITED CIRCUMSTANCES FOR GRANTS TO ASSOCIATED OR IR CONSULTANTS
  UNDER 45-507]  

PMI VENTURES LTD. 
  

   Per: ____________________________________________


 








SCHEDULE "B" 



EXERCISE NOTICE


	TO:	The Administrator, Stock Option Plan
	 	PMI VENTURES LTD.
	 	Suite 1760, 750 West Pender Street
	 	Vancouver, British Columbia V6C 2T8


 1.               Exercise
  of Option 

 The undersigned hereby irrevocably gives notice, pursuant
  to the PMI Venture Ltd. (the "Company") Stock Option Plan (the "Plan"), of the
  exercise of the Option to acquire and hereby subscribes for (cross out inapplicable
  item): 

	(a)	all of the Shares; or
	 	 
	(b)	____________________________of the Shares which are the subject of the
      option certificate attached hereto.



Calculation of total Exercise Price:


	(i)	number of Shares to be acquired on exercise:	 	  shares
	 	 	 	 
	(ii)	times the Exercise Price per Share:	$	 
	 	 	 	 
	 	Total Exercise Price, as enclosed herewith:	$	 


The undersigned tenders herewith a cheque or bank draft (circle
  one) in the amount of $ ,payable to PMI Ventures Ltd. in an amount equal to
  the total Exercise Price of the Shares, as calculated above, and directs the
  Company to issue the share certificate evidencing the Shares in the name of
  the undersigned to be mailed to the undersigned at the following address:




  ________________________________________________________ 

  ________________________________________________________ 

  ________________________________________________________ 

  ________________________________________________________ 



OR: 

The Company is directed to issue the share certificate evidencing
  the Shares in the name of the undersigned for mailing at the following address:







  ________________________________________________________ 

  ________________________________________________________ 

  ________________________________________________________ 

  ________________________________________________________ 



All capitalized terms, unless otherwise defined in this exercise
  notice, will have the meaning provided in the Plan. 

DATED the _____ day of ______________________________________.

	 	 	 
	Witness	 	Signature of Option Holder
	 	 	 
	 	 	 
	Name of Witness (Print)	 	Name of Option Holder (Print)











 AMENDED AND RESTATED STOCK OPTION PLAN 

 ARTICLE 1  

  DEFINITIONS AND INTERPRETATION

1.1           
  Definitions  

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

	 	(a)	"Administrator" means, initially, the
        secretary of the Company and thereafter shall mean such director or other
        senior officer or employee of the Company as may be designated as Administrator
        by the Board from time to time;

	 	 	 
	 	(b)	"Award Date" means the date on which
        the Board grants a particular Option;

	 	 	 
	 	(c)	"Board" means the board of directors
        of the Company;

	 	 	 
	 	(d)	"Company" means PMI Ventures Ltd. or
        any "affiliate" (as defined under the Company Act, R.S.B.C. 1996,
        c. 62, as amended);

	 	 	 
	 	(e)	“Consultant” means an individual
        or a Consultant Company, other than an Employee or a Director, engaged
        to provide on an ongoing bona fide basis, consulting, technical, management
        or other services to the Company or an affiliate of the Company under
        a written contract, that spends or will spend a significant amount of
        time and attention on the business and affairs of the Company or an affiliate
        of the Company and has a relationship with the Company or an affiliate
        of the Company that enables the individual to be knowledgeable about the
        business and affairs of the Company;

	 	 	 
	 	(f)	“Consultant Company” means
        for an individual consultant, a company or partnership of which the individual
        is an employee, shareholder or partner;

	 	 	 
	 	(g)	"Director" means any individual holding
        the office of director of the Company;

	 	 	 
	 	(h)	“Employee” means an individual
        regularly employed on a full-time or part-time basis by the Company or
        an affiliate of the Company or an individual who, on a regular basis and
        for a minimum amount of time per week, performs services for the Company
        or an affiliate of the Company normally provided by an employee, and for
        the purpose of the Plan includes a Management Company Employee;

	 	 	 
	 	(i)	“Exchange” means the TSX Venture
        Exchange or, if the Shares are no longer listed for trading on the TSX
        Venture Exchange, then such other exchange(s) or quotation systems(s)
        on which the Shares are listed or quoted for trading;

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

	 	 	 
	 	(k)	"Exercise Period" means the period during
        which a particular Option may be exercised and is the period from and
        including the Award Date through to and including the Expiry Date, subject
        to the provisions of the Plan relating to vesting of Options;













2


	 	(l)	"Exercise Price" means the
        price at which an Option may be exercised as determined in accordance
        with paragraph 3.5;

	 	 	 
	 	(m)	"Expiry Date" means the
        date determined in accordance with paragraph 3.3 and after which a particular
        Option cannot be exercised;

	 	 	 
	 	(n)	“Management Company
        Employee” means an individual employed by a person providing management
        services to the Company, which are required for the ongoing successful
        operation of the business enterprise of the Company, but excluding a person
        involved in investor relations activities;

	 	 	 
	 	(o)	"Option" means an option
        to acquire Shares, awarded to a Director, Employee or Consultant pursuant
        to the Plan;

	 	 	 
	 	(p)	"Option Certificate" means
        the certificate, substantially in the form set out as Schedule "A" hereto,
        evidencing an Option;

	 	 	 
	 	(q)	"Option Holder" means a
        Director, Employee or Consultant or former Director, Employee or Consultant,
        who holds an unexercised and unexpired Option or, where applicable, the
        Personal Representative of such person;

	 	 	 
	 	(r)	"Plan" means this PMI Ventures
        Ltd. stock option plan, as amended from time to time;

	 	 	 
	 	(s)	"Personal Representative"
        means:

	 	 	 
	 	 	(i)
	 in the case of a deceased Option Holder,
        the executor or administrator of the deceased duly appointed by a court
        or public authority having jurisdiction to do so, and

	 	 	 
	 	 	(ii)
	 in the case of an Option
        Holder who for any reason is unable to manage his or her affairs, the
        person entitled by law to act on behalf of such Option Holder; and

	 	 	 
	 	(t)	"Share" or "Shares" means, as the case may be,
      one or more common shares without par value in the capital of the Company.


 1.2            Choice
  of Law  

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

 1.3           
  Headings  

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

 ARTICLE 2  

  PURPOSE AND PARTICIPATION

2.1            Purpose
   

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










3


 2.2            Participation
   

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

	 	(a)	the remuneration paid to the Employee
        or Consultant as at the Award Date in relation to the total remuneration
        payable by the Company to all of its Employees and Consultants as at the
        Award Date;

	 	 	 
	 	(b)	the length of time that the Employee or Consultant has been
      employed or engaged by the Company; and
	 	 	 
	 	(c)	the quality of work performed by the Employee or Consultant.


 2.3            Notification
  of Award  

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

 2.4            Copy of
  Plan  

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


 2.5           
  Limitation  

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

 ARTICLE 3  

  TERMS AND CONDITIONS OF OPTIONS

3.1           
  Board to Allot Shares  

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

 3.2            Number
  of Shares  

 The maximum number of Shares issuable under the Plan, together
  with the number of Shares issuable under outstanding options granted otherwise
  than under the Plan, shall not exceed 2,466,047 Shares of the Company. Additionally,
  the Company shall not grant Options: 

	 	(d)	to any one person in any one year period
        which could, when exercised, result in the issuance of Shares exceeding
        five percent (5%) of the issued and outstanding Shares of the Company;
        or

	 	 	 
	 	(e)	to any one Consultant in any one year
        period which could, when exercised, result in the issuance of Shares exceeding
        two percent (2%) of the issued and outstanding Shares of the Company;
        or













4


	 	(f)	to persons employed to undertake investor relations
        activities in any one year period which could, when exercised, result
        in the issuance of Shares exceeding an aggregate of two percent (2%) of
        the issued and outstanding Shares of the Company.



If any Option expires or otherwise terminates for any reason
  without having been exercised in full, the number of Shares in respect of which
  Option expired or terminated shall again be available for the purposes of the
  Plan. 

 3.3            Term of
  Option  

 Subject to paragraph 3.4, the Expiry Date of an Option shall
  be the date so fixed by the Board at the time the particular Option is awarded,
  provided that such date shall not be later than: 

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

	 	 	 
	 	(b)	if the classification of the Company
        on the Exchange is upgraded from that of a venture company, or the Shares
        are no longer listed on the Exchange, the tenth anniversary of the Award
        Date of the Option.



 3.4            Termination
  of Option  

 An Option Holder may exercise an Option, subject to any applicable
  vesting limitations as contemplated herein, in whole or in part at any time
  or from time to time during the Exercise Period provided that, with respect
  to the exercise of part of an Option, the Board may at any time and from time
  to time fix a minimum or maximum number of Shares in respect of which an Option
  Holder may exercise part of any Option held by such Option Holder. Any Option
  or part thereof not exercised within the Exercise Period shall terminate and
  become null, void and of no effect as of 5:00 p.m. local time in Vancouver,
  British Columbia, on the Expiry Date. The Expiry Date of an Option shall be
  the earlier of the date so fixed by the Board at the time the Option is awarded
  and the date established, if applicable, in sub-paragraphs (a) to (c) below:


	 	(a)	
        Death

         In the event that the Option Holder should die while he or she is
          still a Director (if he or she holds his or her Option as Director)
          or Employee or Consultant (if he or she holds his or her Option as Employee
          or Consultant), the Expiry Date shall be six (6) months from the date
          of death of the Option Holder; or

      

	 	 	 
	 	(b)	
        Ceasing to hold Office

         In the event that the Option Holder holds his or her Option as Director
          of the Company and such Option Holder ceases to be a Director of the
          Company other than by reason of death, the Expiry Date of the Option
          shall be the 30th day following the date the Option Holder ceases to
          be a Director of the Company unless the Option Holder ceases to be a
          Director of the Company but continues to be engaged by the Company as
          an Employee, in which case the Expiry Date shall remain unchanged, or
          unless the Option Holder ceases to be a Director of the Company as a
          result of:

      

	 	 	 	 
	 	 	(i)
	ceasing to meet the qualifications set
        forth in section 114 of the Company Act, R.S.B.C. 1996, c.62, as
        amended or such other qualifications required by the corporate laws in
        any other jurisdiction under which the Company is continued or













5


	 	 	 	amalgamated; or
	 	 	 	 
	 	 	(ii)	a resolution having been passed by the
        members of the Company pursuant to subsection 130(3) of the Company
        Act, R.S.B.C. 1996, c.62, as amended or an equivalent enactment pursuant
        to the corporate laws in any other jurisdiction under which the Company
        is continued or amalgamated; or

	 	 	 	 
	 	 	(iii)
 	by order of the British Columbia Securities
        Commission, the Exchange or any regulatory body having jurisdiction to
        so order;

      
	 	 	 	 
	 	 	in which case the Expiry Date shall be the date
      the Option Holder ceases to be a Director of the Company.




	 	(c)
   	
        Ceasing to be Employed

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

      

	 	 	 	 
	 	 	(i)
	termination for cause, or in the case
        of a Consultant, breach of contract; or

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

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


 3.5            Exercise
  Price  

 The Exercise Price shall be that price per share, as determined
  by the Board in its sole discretion as of the Award Date, at which an Option
  Holder may purchase a Share upon the exercise of an Option, shall not be less
  than the closing price of the Company’s shares traded through the facilities
  of the Exchange on the date preceding the Award Date, less any discounts permitted
  by the Exchange, or such other price as may be required by the Exchange. 

 3.6           
  Assignment of Options  

 Options may not be assigned or transferred, provided however
  that the Personal Representative of an Option Holder may, to the extent permitted
  by paragraph 4.1, exercise the Option within the Exercise Period. 

 3.7            Adjustments
   

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









6


 of Shares in an amount less than 500 Shares shall be issued
  upon the exercise of the Option unless such amount of Shares represents the
  balance left to be exercised under the Option. 

 3.8            Vesting
   

 For so long as the Company is classified as a Tier 2 company
  on the Exchange, all Options granted pursuant to the Plan must contain conditions
  relating to the vesting of the right to exercise an Option granted to any Option
  Holder, which will provide that the right to purchase shares under the Option
  not be exercised any earlier than the following times (although the Board may
  impose longer vesting periods): 

	 	 	Date After Which the Shares
	 	Number of Shares	May be Purchased
	 	 	 
	 	One Third	Six Months After Award Date
	 	One Third	One Year Following the Award Date
	 	One Third	Eighteen Months Following the Award Date


 In the event that the classification of the Company on the
  Exchange is upgraded from that of a Tier 2 company, or the Company’s common
  shares are no longer listed on the Exchange, the Board may, in it’s sole
  discretion at the time the Option is granted, but will not be required to, impose
  conditions relating to the vesting of the right to exercise an Option granted
  to any Option Holder. 

 The Option Certificate representing any such Option will disclose
  any vesting conditions. 

 3.            Grants
  to Employees, Consultants or Management Company Employees  

 In connection with any Option granted to an Employee, a Consultant
  or a Management Company Employee, the Company will be required to represent
  that the proposed Option Holder is a bona fide Employee, Consultant or Management
  Company Employee. 

 ARTICLE 4 

  EXERCISE OF OPTION  

 4.1            Exercise
  of Option  

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

 4.2           
  Issue of Share Certificates  

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









7


 4.3            Condition
  of Issue  

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

 ARTICLE 5

  ADMINISTRATION  

 5.1            Administration
   

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

 5.2           
  Interpretation  

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

 ARTICLE 6  

  AMENDMENT AND TERMINATION 

6.1            Prospective
  Amendment  

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

 6.2            Retrospective
  Amendment  

 Subject to applicable regulatory and, if required by any relevant
  law, rule or regulation applicable to the Plan, to shareholder approval, the
  Board may from time to time retrospectively amend the Plan and, with the consent
  of the affected Option Holders, retrospectively amend the terms and conditions
  of any Options which have been previously granted. For greater certainty, the
  policies of the Exchange currently requires that disinterested shareholder approval
  be obtained for any reduction in the Exercise Price of any Option held by an
  insider of the Company. 

 6.3           
  Termination  

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









8


 6.4            Agreement
   

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


 ARTICLE 7  

  APPROVALS REQUIRED FOR PLAN 

7.1            Approvals
  Required for Plan  

 Prior to its implementation by the Company, the Plan is subject
  to approvals by the shareholders of the Company at general meeting and the Exchange.


 7.2           
  Substantive Amendments to Plan  

 Any substantive amendments to the Plan shall be subject to
  the Company first obtaining the approvals of: 

	 	(a)	the shareholders or disinterested shareholders,
        as the case may be, of the Company at general meeting where required by
        the rules and policies of any stock exchange on which the Shares may be
        listed for trading; and

	 	 	 
	 	(b)	any stock exchange on which the Shares may be listed for
      trading.



 







9


  SCHEDULE "A"  

  PMI VENTURES LTD.  

  STOCK OPTION PLAN OPTION CERTIFICATE 

 This Certificate is issued pursuant to the provisions of the
  PMI VENTURES LTD. (the "Company") Stock Option Plan (the "Plan") and
  evidences that __________________________ is the holder of an option (the "Option")
  [and applicable stock appreciation rights] to purchase up to common shares (the
  "Shares") in the capital stock of the Company at a purchase price of $_______
  per Share. Subject to the provisions of the Plan: 

	 	(a)	the Award Date of this Option is; and
	 	 	 
	 	(b)	the Expiry Date of this Option is


 The right to purchase shares under the Option will vest in the holder in increments
  over the term of the Option as follows: 

	Date	Cumulative Number of Shares which may be Purchased
	 	
 
 


 This Option may be exercised in accordance with its terms
  at any time and from time to time from and including the Award Date through
  to and including up to 5:00 local time in Vancouver, British Columbia on the
  Expiry Date, by delivery to the Administrator of the Plan an Exercise Notice,
  in the form provided in the Plan, together with this Certificate and a certified
  cheque or bank draft payable to PMI Ventures Ltd. in an amount equal to the
  aggregate of the Exercise Price of the Shares in respect of which this Option
  is being exercised. 

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

 The foregoing Option has been awarded this ____ day of ______________________.


 Without prior written consent of the TSX Venture Exchange
  and compliance with all applicable securities legislation, the securities represented
  by this certificate and the shares issuable upon the exercise thereof my not
  be sold, transferred, hypothecated or otherwise traded on or through the facilities
  of the TSX Venture Exchange or otherwise in Canada or to or for the benefit
  of a Canadian resident until _____________________ [ insert date that
  is four months plus one day from the date of grant]. 

Unless permitted under securities legislation, the holder
  of the securities shall not trade the securities before‚ insert
  date that is four months plus one day from the date of grant or 12 months plus
  one day if the company is not a qualifying issuer.] THIS LEGEND IS
  NECESSARY ONLY IN LIMITED CIRCUMSTANCES FOR GRANTS TO ASSOCIATED OR IR
  CONSULTANTS UNDER 45-507]  

PMI VENTURES LTD.
  

  Per: __________________________________________