EXHIBIT 4.6


                                SHARE OPTION PLAN

                            CHARTWELL TECHNOLOGY INC.


1.   Purpose of Plan

The purpose of this plan (the  "Plan") is to develop the  interest of  officers,
directors,  employees and key  consultants of Chartwell  Technology Inc. and its
subsidiaries (collectively,  the "Corporation") in the growth and development of
the  Corporation by providing them with the  opportunity  through share purchase
options to acquire an increased proprietary interest in the Corporation.


2. Administration

The Plan shall be administered by the Board of Directors of the Corporation,  or
if appointed, by a special committee of directors appointed from time to time by
the  Board  of  Directors  of the  Corporation  (such  committee,  or if no such
committee is appointed, the Board of Directors of the Corporation is hereinafter
referred  to as the  "Committee")  pursuant to rules of  procedure  fixed by the
Board of Directors.

3. Granting of Options

The Committee may from time to time  designate  directors,  officers (or in each
case their personal holding  companies),  employees of the  Corporation,  or any
other  Insider,  Consultant or Management  Company  Employee to the  Corporation
(collectively,  the "Optionees") to whom options  ("Options") to purchase common
shares  ("Common  Shares") of the  Corporation  may be granted and the number of
Common Shares to be optioned to each, provided that:

     a. if such  Optionees are  Employees,  Consultants  or  Management  Company
     Employees, they are bona fide considered to be so by the Committee;

     b. the total number of Common  Shares  issuable  pursuant to the Plan shall
     not exceed 3,264,000  Common Shares,  subject to adjustment as set forth in
     Section 8 hereof;

     c. the number of Common  Shares  reserved  for issuance to any one Optionee
     shall not exceed 5% of the Outstanding Common Shares; and

     d. Disinterested Shareholder Approval is obtained:

          i.   if the number of Common Shares reserved for issuance  pursuant to
               Options granted,  or proposed to be granted,  to Insiders exceeds
               10% of the Outstanding Common Shares;

          ii.  for any  change  in the  exercise  price  if the  Optionee  is an
               Insider at the time of grant;

          iii. for issuance of greater than 10% of the Outstanding Common Shares
               in any 12 month period, to Optionees who are Insiders; or

          iv.  for any issuance to any one Insider and such Insider's Associates
               of greater  than 5% of the  Outstanding  Common  Shares in any 12
               month period.



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4. Vesting

The  Committee  may, in its sole  discretion,  determine  the time during  which
Options  shall vest and the method of vesting  provided  that such  vesting will
comply with the  requirements of the Toronto Stock Exchange (the "TSX") or other
regulatory body having jurisdiction,  and in the absence of any determination by
the  Committee,  the vesting  shall be as to  one-third of the number of Options
granted on the first  anniversary  date of the grant and as to one-third on each
of the next two succeeding anniversaries of the date of the grant.

5. Exercise Price

The exercise  price (the  "Exercise  Price") of any Option shall be fixed by the
Committee  when such  Option is granted,  provided  that such price shall not be
less than the market  price (the  "Market  Price") of the Common  Shares,  which
shall mean the most recent closing price per Common Share  preceding the date of
grant on which there was a closing price on the TSX.

6. Option Terms

The  period  during  which  an  Option  is  exercisable  shall,  subject  to the
provisions of the Plan  requiring  acceleration  of rights of exercise,  be such
period as may be  determined  by the Committee at the time of grant to a maximum
of ten (10)  years  but  subject  to the rules of any  stock  exchange  or other
regulatory  body having  jurisdiction.  Each Option  shall,  among other things,
contain  provisions  to the effect  that the  Option  shall be  personal  to the
Optionee and shall not be  assignable.  In addition,  each Option shall  provide
that:

     upon the death of the  Optionee,  the Option  shall  terminate  on the date
     determined by the Committee, which date shall not be later than the earlier
     of the expiry date of the Option and 12 months from the date of death;

     subject  to  section  6.c.  hereof,  if the  Optionee  shall no longer be a
     director  or  officer  of,  be in the  employ  of or be  providing  ongoing
     management  or  consulting  services to the  Corporation,  the Option shall
     terminate on the earlier of the expiry date of the Option and the expiry of
     the period (the "Termination  Date") not in excess of 90 days prescribed by
     the  Committee at the time of grant,  following  the date that the Optionee
     ceases to be a director, officer or employee of the Corporation,  or ceases
     to provide ongoing management or consulting services to the Corporation, as
     the case may be; and

     if the Optionee shall no longer be providing investor relations  activities
     to the Corporation, the Option shall terminate on the earlier of the expiry
     date of the  Option  and the  Termination  Date,  not in  excess of 30 days
     prescribed  by the  Committee at the time of grant  following  the date the
     Optionee ceases to provide such activities to the Corporation;

provided  that the number of Common  Shares that the  Optionee  (or his heirs or
successors)  shall be entitled to purchase until the  Termination  Date shall be
the number of Common  Shares  which the Optionee was entitled to purchase on the
date of death or the date the  Optionee  ceased to be an  officer,  director  or
employee of, or ceased  providing  ongoing  management,  consulting  services or
investor relations activities to the Corporation, as the case may be.


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7. Exercise of Options

Subject to the  provisions of the Plan, an Option may be exercised  from time to
time by  delivery to the  Corporation  at its head office or such other place as
may be specified by the Corporation,  of a written notice of exercise specifying
the number of Common Shares with respect to which the Option is being  exercised
and  accompanied  by payment in full of the purchase  price of the Common Shares
then being purchased.


8. Alterations in Shares

Appropriate  adjustments  in the  number of Common  Shares  optioned  and in the
exercise price, as regards Options granted or to be granted,  may be made by the
Committee  in its  discretion  to give  effect to  adjustments  in the number of
Common  Shares of the  Corporation  resulting  subsequent to the approval of the
Plan by the Committee from subdivisions,  consolidations or reclassifications of
the Common  Shares of the  Corporation,  the payment of stock  dividends  by the
Corporation or other relevant changes in the capital of the Corporation.


9. Option Agreements

A written  agreement  will be entered  into  between  the  Corporation  and each
Optionee to whom an Option is granted  hereunder,  which  agreement will set out
the number of Common Shares subject to Option, the Exercise Price, provisions as
to vesting and expiry and any other  terms  approved  by the  Committee,  all in
accordance  with the provisions of this Plan. The agreement will be in such form
as the  Committee may from time to time approve or authorize the officers of the
Corporation  to  enter  into and may  contain  such  terms as may be  considered
necessary  in order that the option will comply with this Plan,  any  provisions
respecting  Options in the  income tax or other laws in force in any  country or
jurisdiction  of which the person to whom the Option is granted may from time to
time be a  resident  or  citizen  and the rules of any  regulatory  body  having
jurisdiction over the Corporation.


10. Regulatory Authorities Approvals

The Plan shall be subject to the approval, if required, of any stock exchange on
which the Common  Shares are listed for trading.  Any Options  granted  prior to
such approval  shall be  conditional  upon such approval being given and no such
Options may be exercised unless such approval, if required, is given.


11. Amendment or Discontinuance of the Plan

The Committee may amend or  discontinue  the Plan at any time,  provided that no
such  amendment  may,  without the consent of the Optionee,  alter or impair any
Option  previously  granted to an Optionee  under the Plan and provided  further
that any amendment to the Plan will require the prior consent of the TSX.


12. Common Shares Duly Issued

Common Shares issued upon the exercise of an Option  granted  hereunder  will be
validly issued and allotted as fully paid and non-assessable upon receipt by the
Corporation of the Exercise Price  therefore in accordance with the terms of the
Option  and the  issuance  of  Common  Shares  thereunder  will  not  require  a
resolution or approval of the Board of Directors of the Corporation.  The Common
Shares issued upon the exercise of an Option granted hereunder may be subject to
resale restrictions  pursuant to applicable securities laws and the rules of the
TSX.


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13. Prior Plans

This Plan  shall  come  into  force and  effect on March 22,  2004 and  entirely
replaces and supersedes  prior share options plans, if any, enacted by the Board
of Directors of the Corporation or its  predecessors  including the Share Option
Plan approved by the Board of Directors of the  Corporation  effective  June 23,
2000 and  subsequently  approved by the  shareholders of the Corporation on July
31, 2000.


14. Definitions

In this  Plan,  capitalized  terms not  otherwise  defined in this Plan have the
following meanings:

     "Associate"  has  the  meaning  ascribed  thereto  by  the  Securities  Act
     (Alberta) as from time to time amended, supplemented or re-enacted;

     "Consultant"  means,  in relation to an Issuer,  an individual  (or Company
     wholly-owned by Individuals who:

     provides ongoing  consulting  services to the Issuer or an affiliate of the
     Issuer  under  a  written  contract;   possesses  technical,   business  or
     management  expertise of value to the Issuer or an affiliate of the Issuer;
     and spends a  significant  amount of time and attention on the business and
     affairs of the Issuer or an affiliate of the Issuer; and has a relationship
     with the Issuer or an affiliate  of the Issuer that enables the  individual
     to be knowledgeable about the business and affairs of the Issuer.

     "Directors"  means  directors,   senior  officers  and  Management  Company
     Employees of an Issuer, or of an unlisted Company seeking a listing on TSX,
     or  directors,  senior  officers  and  Management  Company  Employees or an
     Issuer's or an unlisted company's subsidiaries to whom stock options can be
     granted in reliance on a prospectus  exemption under applicable  securities
     laws;

     "Disinterested  Shareholder Approval" means a majority of the votes cast by
     all  shareholders at a shareholders'  meeting  excluding votes attaching to
     Common Shares beneficially owned by:

     Insiders to whom Options may be issued under the Plan;  and  associates  of
     persons referred to in i. above.

     "Employee" means:

     an individual  who is considered an employee under the Income Tax Act (i.e.
     for whom income tax,  employment  insurance and CPP deductions must be made
     at source);  an  individual  who works  full-time  for an Issuer  providing
     services  normally  provided by an employee  and who is subject to the same
     control and direction by the Issuer over the details and methods of work as
     an employee of the issuer,  but for who income tax  deductions are not made
     at source;  or an  individual  who works for an Issuer on a continuing  and
     regular  basis for a minimum  amount  of time per week  providing  services
     normally provided by an employee and who is subject to the same control and
     direction by the Issuer over the details and methods of work as an employee
     of the Issuer, but for whom income tax deductions are not made at source.

     "Insider" of the Corporation means:

     an insider as defined in the  Securities Act (Alberta) as from time to time
     amended,  supplemented or re-enacted,  other than a person who falls within
     that definition solely by virtue of being a director or senior officer of a
     subsidiary  of the  Corporation,  and


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     an Associate of any person who is an insider by virtue of paragraph i.;

     "Issuer" means a company which has any of its securities listed for trading
     on TSX and,  as the  context  requires,  any  applicant  company  seeking a
     listing of its securities on TSX;

     "Management  Company  Employee"  means an  individual  employed by a person
     providing  management  services to the Issuer,  which are  required for the
     ongoing successful  operation of the business enterprise of the Issuer, but
     excluding a person engaged in investor relations activities;

     "Outstanding  Common  Shares" at the time of any share issuance or grant of
     options means the number of Common Shares that are outstanding  immediately
     prior  to  the  share  issuance  or  grant  of  Options  in  question  on a
     non-diluted  basis,  excluding  Common  Shares  issued  pursuant  to  share
     compensation arrangements over the preceding one-year period, or such other
     number as may be determined  under the applicable  rules and regulations of
     all regulatory  authorities to which the Corporation is subject,  including
     TSX;

     "Service Provider" means:

     an employee or Insider of the Corporation; and

     any other  person or  company  engaged to provide  on-going  management  or
     consulting  services for the  Corporation  or any entity  controlled by the
     Corporation; and

     "Subsidiary"  has the meaning  assigned  thereto under the  Securities  Act
     (Alberta) as from time to time amended, supplemented or re-enacted.


Effective Date

This Plan is effective from March 22, 2004.


Signed "Darold H. Parken"

Darold H. Parken
President and Director