Filed by sedaredgar.com - Pluris Energy Group, Inc. - Exhibit 10.24







	 Grantee: 	Jose
      Bereskyj 	 	 Grant Date: 	April
      27, 2007 
	 	 	 	 	 
			 	 Expiration Date:	April 26, 2012 
	 Address: 	 	 	 	 
	 	 
    	 	 	
	 	 	 	 Base Price per Share: 	$0.50
    
	 	 	 	 	 
	 Number of Shares: 	250,000 	 	 SAR No.: 	4 


STOCK APPRECIATION RIGHTS AGREEMENT

This Stock Appreciation Rights Agreement ("Agreement")
is made as of the Grant Date set forth above (the "Grant Date") between
PLURIS ENERGY GROUP, INC., a Nevada corporation ("Pluris"), and Jose
Bereskyj (the "Grantee").

The Equity Incentive Plan (the "Plan") adopted by Pluris
is administered by the Board of Directors of Pluris (the "Board"). The
Board has determined that Grantee is eligible to participate in the Plan. The
Board has granted stock appreciation rights to Grantee, subject to the terms and
conditions contained in this Agreement and in the Plan. This Agreement is
intended to comply with the provisions governing stock appreciation rights under
Internal Revenue Service Notice 2005-1 in order to exempt the stock appreciation
rights from application of Section 409A of the Internal Revenue Code
("Section 409A").

Grantee acknowledges receipt of a copy of the Plan and accepts
the stock appreciation rights subject to all of the terms, conditions and
provisions of this Agreement and the Plan.

1.            Grant. Pluris grants to Grantee 250,000 stock
appreciation rights (the "Stock Appreciation Rights") with respect to the
number of shares of Pluris' common stock, $0.001 par value ("Common
Stock"). A Stock Appreciation Right is a right awarded to Grantee that
entitles Grantee to receive cash or shares of Common Stock, or a combination of
both, at the election and sole discretion of the Board, having a value on the
date the Stock Appreciation Right is exercised equal to the excess of (a) the
Market Value (as defined in the Plan) of a share of Common Stock at the time of
exercise over (b) the Base Price per Share set forth above, which equals the
Market Value of the Common Stock on the Grant Date. The Stock Appreciation
Rights consist of a single Stock Appreciation Right for each share of Common
Stock. 

2.           Price. The per-share base price of the Stock
Appreciation Rights shall equal the Base Price per Share set forth above
(subject to adjustment as provided in the Plan).

3.         Term and Vesting. The right to exercise the Stock
Appreciation Rights shall vest immediately and shall terminate on the Expiration
Date set forth above, unless earlier terminated pursuant to the terms of the
Plan. 

4.         Exercise. Grantee shall exercise the Stock
Appreciation Rights by giving Pluris a written notice of the exercise of the
Stock Appreciation Rights in the form of Exhibit A to this Agreement and
providing any other documentation that the Board may require from time to
time.

The notice shall set forth the number of shares with respect to
which Grantee is exercising the Stock Appreciation Rights. The notice shall be
effective when received at Pluris’ main office. The Stock Appreciation Rights
will be considered exercised with respect to the number of shares of 




Common Stock specified in the notice on the latest of (i) the
date of exercise designated in the notice, (ii) if the date so designated is not
a business day, the first business day following such date or (iii) the earliest
business day by which Pluris has received the notice and all documentation
required by the Board. Pluris shall deliver to Grantee cash and/or a certificate
or certificates for the shares of Common Stock received upon exercise of the
Stock Appreciation Rights: provided, however, that the time of delivery
may be postponed for such period as may be required for Pluris with reasonable
diligence to comply with any requirements or provisions of the Securities Act of
1933 or the Securities Exchange Act of 1934, any law, order or regulation of any
governmental authority, or any rule or regulation of, or agreement of Pluris
with, any applicable securities exchange or quotation system. If at any time the
number of shares of Common Stock to be received upon exercise of the Stock
Appreciation Rights includes a fractional share, the number of shares actually
issued shall be rounded down to the nearest whole share. If Grantee fails to
accept delivery or tender of all or any of the shares of Common Stock to be
received upon exercise of the Stock Appreciation Rights specified in the notice,
Grantee's right to exercise the Stock Appreciation Rights with respect to such
unaccepted shares shall terminate.

5.         Withholding. Pluris and its subsidiaries shall be
entitled to (a) withhold and deduct from Grantee's future wages (or from other
amounts that may be due and owing to Grantee from Pluris and/or its
subsidiaries), or make other arrangements for the collection of, all legally
required amounts necessary to satisfy any and all federal, state, and local
withholding and employment-related tax requirements attributable to the Stock
Appreciation Rights under this Agreement, including without limitation,
attributable to the award, vesting or exercise of the Stock Appreciation Rights;
or (b) require Grantee promptly to remit the amount of such withholding to
Pluris before taking any action with respect to the Stock Appreciation Rights.
Grantee acknowledges that Grantee is obligated to pay the amount of such
withholding. Unless the Board provides otherwise, withholding may be satisfied
by withholding cash and/or shares of Common Stock to be received upon exercise
of the Stock Appreciation Rights or by delivery to Pluris of previously owned
Common Stock. Pluris shall not be obligated to cause the issuance, transfer or
delivery of a certificate or certificates representing shares of Common Stock to
the Grantee, until provision has been made by the Grantee, to the satisfaction
of Pluris, for the payment of the aggregate exercise price for all shares of
Common Stock for which the Stock Appreciation Right shall have been exercised,
and for satisfaction of any tax withholding obligations associated with such
exercise.

6.         Termination. This Stock Appreciation Right will
terminate under the following circumstances:

	 	(a) 	
      If the Grantee is an employee, consultant, director or
      officer of Pluris or a subsidiary of Pluris, and ceases to be an employee,
      consultant, director or officer by reason of termination or removal for
      cause, this Stock Appreciation Right will terminate on the effective date
      of the Grantee ceasing to be an employee, consultant, director or officer,
      as the case may be, for that reason.

	 	 	 
	 	(b) 	
      If the Grantee dies, the Grantee’s personal
      representative will have the right to exercise any unexercised portion of
      this Stock Appreciation Right, in whole or in part, at any time until the
      earlier of (a) the Expiry Date and (b) the date that is 12 months after
      the date of the Grantee’s death.

	 	 	 
	 	(c) 	
      If the Grantee is a director, officer, employee or
      consultant of Pluris or a subsidiary of Pluris, and ceases to be a
      director, officer, employee or consultant for any reason other than as set
      out in subparagraphs (a) or (b) above, this Stock Appreciation Right will
      terminate on the earlier of (a) the Expiry Date and (b)
  the








	 		
      date that is 30 days after the effective date of the
      Grantee ceasing to be a director, officer, employee or consultant for that
      other reason.

	 	 	 
	 	(d) 	
      If the Grantee ceases to be one type of Grantee (i.e.,
      director, officer, employee or consultant, or a company 100% beneficially
      owned by one of them) but concurrently is or becomes one or more other
      type of Grantee, this Stock Appreciation Right will not terminate but will
      continue in full force and effect and the Grantee may exercise this Stock
      Appreciation Right until the earlier of (a) the Expiry Date and (b) the
      applicable date set forth in subparagraphs (a), (b) or (c) above where the
      Grantee ceases to be any type of Grantee.

	 	 	 
	 	(e) 	
      The Option will not be affected by any change of the
      Grantee’s employment where the Grantee continues to be employed by Pluris
      or any subsidiary of Pluris.



7.         Transferability. The Plan provides that the Stock
Appreciation Rights are generally not transferable by Grantee except by will or
according to the laws of descent and distribution, and are exercisable during
Grantee's lifetime only by Grantee or Grantee's guardian. The Stock Appreciation
Rights may be transferred to a revocable living trust established by the Grantee
under which Grantee is treated as the owner of property held by the trust for
tax purposes, and in such circumstances, during Grantee's lifetime, ownership by
the trust shall be treated as ownership by Grantee for purposes of all actions
taken or to be taken under the terms of this Plan or the related Stock
Appreciation Rights. All options granted to Grantee during his or her lifetime
shall be exercisable during his or her lifetime only by Grantee, Grantee's
guardian, or legal representative. Grantee may designate a "beneficiary" to be
the person or entity entitled to be Grantee's successor in interest in the event
of Grantee's death. The designated beneficiary shall be treated for all purposes
as Grantee's successor in interest entitled to exercise and receive the proceeds
of exercise the Stock Appreciation Rights. If no revocable trust is named as
owner during Grantee's lifetime and no beneficiary is designated, Grantee's
estate is the successor in interest. Pluris may, in the event it deems the same
desirable to assure compliance with applicable federal and state securities
laws, place an appropriate restrictive legend upon any certificate representing
shares received upon exercise of the Stock Appreciation Rights, and may also
issue appropriate stop-transfer instructions to its transfer agent with respect
to such shares.

8.         Termination of Employment, Directorship or Officer
Status. If Grantee's employment (and directorship and/or officer status, if
applicable) with Pluris or any of its subsidiaries terminates for any reason
except for Retirement (as defined in the Plan), death, or Disability (as defined
in the Plan), such termination shall affect the Stock Appreciation Rights, and
Grantee's rights with respect to the Stock Appreciation Rights, as set forth in
the Plan. If Grantee Retires, dies, or becomes Disabled while an employee or
director of Pluris or one if its subsidiaries, the Stock Appreciation Rights
shall become exercisable with respect to any and all unexercised shares subject
to the Stock Appreciation Rights as of the time immediately preceding Grantee's
Retirement, death or Disability pursuant to Section 6.1 of the Plan. In no event
will Grantee's Retirement, death, or Disability extend the last date to exercise
the Stock Appreciation Rights.

9.         Acceleration. The Stock Appreciation Rights shall be
immediately exercisable in the event of any Change in Control (as defined in the
Plan) of Pluris. 

10.        Shareholder Rights. Grantee shall have no rights as
a shareholder by reason of the Stock Appreciation Rights or with respect to any
shares of Common Stock to be received upon exercise of the Stock Appreciation
Rights until the date of issuance of a stock certificate to Grantee for such
shares.









11.         Employment by Pluris. To the extent Grantee is or becomes an employee of Pluris or any of its subsidiaries, the grant of the Stock Appreciation Rights shall not impose upon Pluris or any of its subsidiaries any obligation to retain
Grantee in its employ for any given period or upon any specific terms of employment. Pluris or any of its subsidiaries, as appropriate, may at any time dismiss Grantee from employment, free from any liability or claim under the Plan or this
Agreement, except as otherwise expressly provided in any written agreement with Grantee.


12.         Certifications. Grantee agrees that Pluris may impose reasonable restrictions on the sale or distribution of the shares of Common Stock to be received upon exercise of the Stock Appreciation Rights to ensure compliance with federal and
state securities laws.


13.         Effective Date. The Stock Appreciation Rights Agreement shall be effective as of the Grant Date.


14.         Amendment. Neither the Stock Appreciation Rights nor this Agreement shall be modified except in a writing executed by the parties to this Agreement and except as Pluris, upon advice of legal counsel, determines is necessary or advisable
because of the promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including without limitation, Section 409A and any applicable federal or state securities laws.


15.         Plan. The Plan is incorporated in this Agreement by reference. Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan. In the event of any conflict between the terms of this Agreement and the terms
of the Plan, the terms of the Plan shall control.


16.         Corporate Changes. In the event of any stock dividend, stock split or other increase or reduction in the number of shares of Common Stock outstanding, the number and class of shares that may be received upon exercise of the Stock
Appreciation Rights, and the Base Price per Share, are subject to adjustment as provided in the Plan; provided however, that no adjustment shall be contrary to Section 409A or shall be effected in a manner that would subject Grantee to taxes
and penalties under Section 409A.


17.         Administration. The Board has full power and authority to interpret the provisions of the Plan, to supervise the administration of the Plan and to adopt forms and procedures for the administration of the Plan, except as limited by the
Plan. All determinations made by the Board shall be final and conclusive.


18.         Illegality. Grantee shall not exercise the Stock Appreciation Rights, and Pluris shall not be obligated to issue any shares of Common Stock to Grantee pursuant to the exercise of the Stock Appreciation Rights, if the exercise thereof or
the issuance of such shares would constitute a violation by Grantee or Pluris of any provisions of the Securities Act of 1933 or the Securities Exchange Act of 1934, any other law, order or regulation of any governmental authority, or any rule or
regulation of, or agreement of Pluris with, any applicable securities exchange or quotation system. Pluris will in no event be obligated to take any affirmative action in order to cause the exercise of the Stock Appreciation Rights or the resulting
issuance of shares of Common Stock to comply with any such law, order, rule, regulation or agreement. 

 







19.         Acknowledgements of the Grantee. The Grantee acknowledges and agrees that:



	 	(a) 	
      the Grantee will spend a significant amount of time and
      attention on the affairs and business of Pluris;

	 	 	 
	 	(b) 	
      the Stock Appreciation Rights have not been registered
      under the 1933 Act or under any state securities or "blue sky" laws of any
      state of the United States, and are being offered only in a transaction
      not involving any public offering within the meaning of the 1933 Act, and,
      unless so registered, may not be offered or sold in the United States or
      to U.S. Persons (as defined herein), except pursuant to an effective
      registration statement under the 1933 Act, or pursuant to an exemption
      from, or in a transaction not subject to, the registration requirements of
      the 1933 Act, and in each case only in accordance with applicable state
      securities laws;

	 	 	 
	 	(c) 	
      Pluris has not undertaken, and will have no obligation,
      to register any of the Securities under the 1933 Act;

	 	 	 
	 	(d) 	
      Pluris will refuse to register any transfer of the Stock
      Appreciation Rights not made in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      1933 Act or pursuant to an available exemption from, or in a transaction
      not subject to, the registration requirements of the 1933 Act;

	 	 	 
	 	(e) 	
      the decision to execute this Subscription and acquire the
      Stock Appreciation Rights hereunder has not been based upon any oral or
      written representation as to fact or otherwise made by or on behalf of
      Pluris and such decision is based solely upon a review of publicly
      available information regarding Pluris available on the website of the
      United States Securities and Exchange Commission (the "SEC") available at
      www.sec.gov (the "Company Information");

	 	 	 
	 	(f) 	
      Pluris is entitled to rely on the representations and
      warranties and the statements and answers of the Grantee contained in this
      Agreement, and the Grantee will hold harmless Pluris from any loss or
      damage it may suffer as a result of the Grantee's failure to correctly
      complete this Agreement;

	 	 	 
	 	(g) 	
      the Grantee has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks of an
      investment in the Stock Appreciation Rights and with respect to applicable
      resale restrictions and it is solely responsible (and Pluris is in any way
      responsible) for compliance with applicable resale restrictions;

	 	 	 
	 	(h) 	
      the Grantee has not acquired the Stock Appreciation
      Rights as a result of, and will not itself engage in, any "directed
      selling efforts" (as defined in Regulation S under the 1933 Act) in the
      United States in respect of the Stock Appreciation Rights which would
      include any activities undertaken for the purpose of, or that could
      reasonably be expected to have the effect of, conditioning the market in
      the United States for the resale of the Stock Appreciation Rights;
      provided, however, that the Grantee may sell or otherwise dispose of the
      Stock Appreciation Rights pursuant to registration thereof under the 1933
      Act and any applicable state and provincial securities laws or under an
      exemption from such registration requirements;








	 	(i) 	
      the Grantee and the Grantee's advisor(s) (if applicable)
      have had a reasonable opportunity to ask questions of and receive answers
      from Pluris in connection with the acquisition of the Stock Appreciation
      Rights hereunder, and to obtain additional information, to the extent
      possessed or obtainable without unreasonable effort or expense, necessary
      to verify the accuracy of the information about Pluris;

	 	 	 
	 	(j) 	
      the books and records of Pluris were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Grantee during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the acquisition of the Stock Appreciation Rights hereunder
      have been made available for inspection by the Grantee, the Grantee's
      attorney and/or advisor(s) (if applicable);




	 	(k) 	
      the Grantee has been advised to consult the Grantee's own
      legal, tax and other advisors with respect to the merits and risks of an
      investment in the Stock Appreciation Rights and with respect to applicable
      resale restrictions, and it is solely responsible (and Pluris is not in
      any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Grantee is resident in connection with the distribution of the Stock
      Appreciation Rights hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;
and




	 	(l) 	
      the Stock Appreciation Rights are not listed on any stock
      exchange or automated dealer quotation system and no representation has
      been made to the Grantee that any of the Stock Appreciation Rights will
      become listed on any stock exchange or automated dealer quotation system,
      except that currently certain market makers make market in the shares of
      Pluris's common stock on the OTC Bulletin Board;

	 	 	 
	 	(m) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Stock Appreciation Rights;

	 	 	 
	 	(n) 	
      no documents in connection with this Agreement have been
      reviewed by the SEC or any state securities administrators;

	 	 	 
	 	(o) 	
      there is no government or other insurance covering any of
      the Stock Appreciation Rights; and

	 	 	 
	 	(p) 	
      this Agreement is not enforceable by the Grantee unless
      it has been accepted by Pluris.



20. Representations, Warranties and Covenants of the
Grantee. The Grantee hereby represents and warrants to and covenants with
Pluris (which representations, warranties and covenants shall survive the
closing) that:

	 	(a) 	
      the Grantee is an officer and/or consultant of Pluris who
      will spend a significant amount of time and attention on the affairs and
      business of Pluris;








	 	(b) 	
      the Grantee is not acquiring the Stock Appreciation
      Rights for the account or benefit of, directly or indirectly, any U.S.
      Person;

	 	 	 
	 	(c) 	
      the Grantee is not a U.S. Person;

	 	 	 
	 	(d) 	
      the Grantee is outside the United States when receiving
      and executing this Agreement and is acquiring the Stock Appreciation
      Rights as principal for the Grantee's own account, for investment purposes
      only, and not with a view to, or for, resale, distribution or
      fractionalisation thereof, in whole or in part, and no other person has a
      direct or indirect beneficial interest in such Stock Appreciation
      Rights;

	 	 	 
	 	(e) 	
      the Grantee acknowledges that the Grantee has not
      acquired the Stock Appreciation Rights as a result of, and will not itself
      engage in, any "directed selling efforts" (as defined in Regulation S
      under the 1933 Act) in the United States in respect of the Stock
      Appreciation Rights which would include any activities undertaken for the
      purpose of, or that could reasonably be expected to have the effect of,
      conditioning the market in the United States for the resale of the Stock
      Appreciation Rights; provided, however, that the Grantee may sell or
      otherwise dispose of the Stock Appreciation Rights pursuant to
      registration of the Stock Appreciation Rights pursuant to the 1933 Act and
      any applicable state and provincial securities laws or under an exemption
      from such registration requirements and as otherwise provided
    herein;

	 	 	 
	 	(f) 	
      it understands and agrees that Pluris will refuse to
      register any transfer of the Stock Appreciation Rights not made in
      accordance with the provisions of Regulation S, pursuant to an effective
      registration statement under the 1933 Act or pursuant to an available
      exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act;

	 	 	 
	 	(g) 	
      the Grantee is not aware of any advertisement of any of
      the Stock Appreciation Rights and is not acquiring the Stock Appreciation
      Rights as a result of any form of general solicitation or general
      advertising including advertisements, articles, notices or other
      communications published in any newspaper, magazine or similar media or
      broadcast over radio or television, or any seminar or meeting whose
      attendees have been invited by general solicitation or general
      advertising;

	 	 	 
	 	(h) 	
      the Grantee has received and carefully read this
      Agreement;

	 	 	 
	 	(i) 	
      the Grantee has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if the Grantee is a corporation, it is duly
      incorporated and validly subsisting under the laws of its jurisdiction of
      incorporation and all necessary approvals by its directors, shareholders
      and others have been obtained to authorize execution and performance of
      this Agreement on behalf of the Grantee;

	 	 	 
	 	(j) 	
      the Grantee (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Stock
      Appreciation Rights for an indefinite period of time, and can afford the
      complete loss of such investment;








	 	(k) 	
      all information contained in this Agreement is complete
      and accurate and may be relied upon by Pluris;

	 	 	 
	 	(l) 	
      the Grantee has the requisite knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the investment in the Stock Appreciation Rights and Pluris,
      and the Grantee is providing evidence of such knowledge and experience in
      these matters through the information requested in this
  Agreement;

	 	 	 
	 	(m) 	
      the Grantee understands and agrees that Pluris and others
      will rely upon the truth and accuracy of the acknowledgements,
      representations, warranties, covenants and agreements contained in this
      Agreement and agrees that if any of such acknowledgements, representations
      and agreements are no longer accurate or have been breached, the Grantee
      shall promptly notify Pluris;

	 	 	 
	 	(n) 	
      the Grantee is aware that an investment in Pluris is
      speculative and involves certain risks, including the possible loss of the
      investment;

	 	 	 
	 	(o) 	
      the entering into of this Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to, or, if applicable, the constating
      documents of, the Grantee, or of any agreement, written or oral, to which
      the Grantee may be a party or by which the Grantee is or may be
    bound;

	 	 	 
	 	(p) 	
      the Grantee has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the Grantee
      enforceable against the Grantee;

	 	 	 
	 	(q) 	
      the Grantee has the requisite knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the investment in the Stock Appreciation Rights and Pluris,
      and the Grantee is providing evidence of such knowledge and experience in
      these matters through the information requested in this
  Agreement;

	 	 	 
	 	(r) 	
      the Grantee understands and agrees that Pluris and others
      will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement, and agrees
      that if any of such acknowledgements, representations and agreements are
      no longer accurate or have been breached, the Grantee shall promptly
      notify Pluris;

	 	 	 
	 	(s) 	
      the Grantee is purchasing the Stock Appreciation Rights
      for its own account for investment purposes only and not for the account
      of any other person and not for distribution, assignment or resale to
      others, and no other person has a direct or indirect beneficial interest
      is such Stock Appreciation Rights, and the Grantee has not subdivided his
      interest in the Stock Appreciation Rights with any other person;

	 	 	 
	 	(t) 	
      the Grantee is not an underwriter of, or dealer in, the
      shares of Pluris's common stock, nor is the Grantee participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Stock Appreciation Rights;

	 	 	 
	 	(u) 	
      the Grantee has made an independent examination and
      investigation of an investment in the Stock Appreciation Rights and Pluris
      and has depended on the








	 		
      advice of its legal and financial advisors and agrees
      that Pluris will not be responsible in anyway whatsoever for the Grantee's
      decision to acquire the Stock Appreciation Rights;

	 	 	 
	 	(v) 	
      if the Grantee is acquiring the Stock Appreciation Rights
      as a fiduciary or agent for one or more investor accounts, the Grantee has
      sole investment discretion with respect to each such account, and the
      Grantee has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 
	 	(w) 	
      the Grantee is not aware of any advertisement of any of
      the Stock Appreciation Rights and is not acquiring the Stock Appreciation
      Rights as a result of any form of general solicitation or general
      advertising including advertisements, articles, notices or other
      communications published in any newspaper, magazine or similar media or
      broadcast over radio or television, or any seminar or meeting whose
      attendees have been invited by general solicitation or general
      advertising;




	 	(x) 	
      no person has made to the Grantee any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Stock Appreciation Rights,

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Stock Appreciation Rights,

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Stock
      Appreciation Rights, or

	 	 	 	 
	 		(iv) 	
      that any of the Stock Appreciation Rights will be listed
      and posted for trading on any stock exchange or automated dealer quotation
      system or that application has been made to list and post any of the Stock
      Appreciation Rights of Pluris on any stock exchange or automated dealer
      quotation system, except that currently certain market makers make market
      in the shares of Pluris's common stock on the OTC Bulletin Board;
    and




	 	(y) 	
      In this Subscription, the term "U.S. Person" shall have
      the meaning ascribed thereto in Regulation S promulgated under the 1933
      Act and for the purpose of the Subscription includes any person in the
      United States.












21.        Acknowledgement and Waiver. The Grantee has acknowledged that the decision to purchase the Stock Appreciation Rights was solely made on the basis of publicly available information contained in Pluris Information. The Grantee hereby
waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Grantee might be entitled in connection with the distribution of any of the Stock Appreciation Rights.


22.        Legending of Subject Stock Appreciation Rights. The Grantee hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the
certificates representing any of the Stock Appreciation Rights will bear a legend in substantially the following form:


  
    
      THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). 

    
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO
        U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
        REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED
      STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

  




The Grantee hereby acknowledges and agrees to Pluris making a notation on its records or giving instructions to the registrar and transfer agent of Pluris in order to implement the restrictions on transfer set forth and described in this
Agreement.


23.        Costs. The Grantee acknowledges and agrees that all costs and expenses incurred by the Grantee (including any fees and disbursements of any special counsel retained by the Grantee) relating to the acquisition of the Stock Appreciation
Rights shall be borne by the Grantee.


24.        Governing Law.  This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Grantee irrevocably attorns to the jurisdiction of the courts of the Province of British
Columbia.






25.        Survival. This Agreement, including without
limitation the representations, warranties and covenants contained herein, shall
survive and continue in full force and effect and be binding upon the parties
hereto notwithstanding the completion of the purchase of the shares underlying
the Options by the Grantee pursuant hereto.

26.        Assignment. This Agreement is not transferable or
assignable.

27.        Counterparts and Electronic Means. This Agreement
may be executed in several counterparts, each of which will be deemed to be an
original and all of which will together constitute one and the same instrument.
Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Agreement as of
the date first above written.

28.        Currency. Unless explicitly stated otherwise, all
funds in this Agreement are stated in United States dollars.

29.        Severability. The invalidity or unenforceability of
any particular provision of this Agreement shall not affect or limit the
validity or enforceability of the remaining provisions of this Agreement.

30.        Entire Agreement. Except as expressly provided in
this Agreement and in the agreements, instruments and other documents
contemplated or provided for herein, this Agreement is the only agreement
between the Grantee and Pluris with respect to the Options, and this Agreement
supersedes all prior and contemporaneous oral and written statements and
representations and contain the entire agreement between the parties with
respect to the Stock Appreciation Rights.

31.        Effectiveness. This Agreement shall be deemed to be
effective following the delivery by the Grantee to Pluris of two fully executed
copies of this Agreement.

	 	PLURIS ENERGY GROUP,
      INC. 
	 	 
	 	 By	 
	 	 	JOSE BERESKYJ 
	 	 	Signature 
	 	 	 
	 	 	Print or type name 






EXHIBIT A

	TO: 	Pluris Energy Group, Inc. 
	  	10777 Westheimer, Ste 1100 
	  	Houston, TX 77042-3462 


Notice of Exercise

This Notice of Exercise shall constitute proper notice pursuant
to Item 4 of the Stock Appreciation Rights Agreement dated as of t, 2007 (the
"Agreement"), between Pluris and the undersigned. The undersigned hereby elects
to exercise Grantee's option to purchase ____________________shares of the
common stock of Pluris at a price of US$t per share, for aggregate consideration
of US$____________, on the terms and conditions set forth in the Agreement. Such
aggregate consideration, in the form specified in Item 4 of the Agreement,
accompanies this notice.

The Grantee hereby directs Pluris to issue, register and
deliver the certificates representing the shares as follows:

	Registration Information: 	 	Delivery Instructions: 
	 	 	 
		 	 
	Name to appear on certificates 	 	Name 
	 	 	 
	 	 	 
	Address 	 	Address 
	  	 	  
	 	 	
	  	 	Telephone Number 


DATED at ____________________________________, the _______day
of ______________,_______.

	 	 
	 	(Name of Grantee – Please type or print) 
	 	 
	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	 
	 	(Address of Grantee) 
	 	 
	 	 
	 	(City, State, and Zip Code of Grantee) 
	 	 
	 	 
	 	(Fax Number)