Filed by sedaredgar.com - UR-Energy Inc. - Exhibit 4.1





Exhibit 4.1

UR-ENERGY INC. 

  STOCK OPTION PLAN

2005

	1. 	PURPOSE OF THE PLAN 
	 	 	 	 
	1.1 	The purpose of the Plan is to attract, retain and
      motivate persons of training, experience and leadership as key service
      providers to the Corporation and its Subsidiaries, including their
      directors, officers and employees, and to advance the interests of the
      Corporation by providing such persons with the opportunity, through share
      options, to acquire an increased proprietary interest in the Corporation. 

	 	 
	 
	 

	2. 	DEFINED TERMS 

	 	 
	 
	 

	 	Where used herein, the following terms shall have the
      following meanings, respectively: 

	 	 
	 
	 

	2.1 	“Board” means the Board of Directors of the Corporation
      or, if established and duly authorized to act, the Executive Committee of
      the Board of Directors of the Corporation; 

	 	 
	 
	 

	2.2 	“Change of Control” includes: 

	 	 
	 
	 

		(i) 
	the acquisition by any persons acting jointly or in
      concert (as determined by the Securities Act), whether directly or
      indirectly, of voting securities of the Corporation that, together with
      all other voting securities of the Corporation held by such persons,
      constitute in the aggregate more than 50% of all outstanding voting
      securities of the Corporation; 

	 	 
	 
	 

		(ii) 
	an amalgamation, arrangement or other form of business
      combination of the Corporation with another corporation that results in
      the holders of voting securities of that other corporation holding, in the
      aggregate, more than 50% of all outstanding voting securities of the
      corporation resulting from the business combination; 

	 	 
	 
	 

		(iii) 
	the sale, lease or exchange of all or substantially all
      of the property of the Corporation to another person, other than in the
      ordinary course of business of the Corporation or to a Related Entity; or 

	 	 
	 
	 

		(iv) 
	any other transaction that is deemed to be a “Change of
      Control” for the purposes of this Plan by the Board in its sole
      discretion. 

	 	 
	 
	 

	2.3 	“Committee” shall have the meaning attributed thereto in
      Section 3.1 hereof; 

	 	 
	 
	 

	2.4 	“Control” by a person over a second person means the
      power to direct, directly or indirectly, the management and policies of
      the second person by virtue of: 

	 	 
	 
	 

	 	 
	(i) 
	ownership of or direction over voting securities in the
      second person; 

	 	 
	 
	 

	 	 
	(ii) 
	a written agreement or indenture; 

	 	 
	 
	 

	 	 
	(iii) 
	being or Controlling the general partner of the second
      person; or 









	 	(iv) 	being a trustee of the second person. 




	2.5 	“Corporation” means Ur-Energy Inc. and includes any
      successor corporation thereof;

	 	 	 
	2.6 	“Eligible Person” means:

	 	 	 
		(i) 	any Insider, director, officer or employee of the
      Corporation or any Subsidiary, or any other Service Provider (an “Eligible
      Individual”); or

	 	 	 
		(ii) 	a corporation controlled by an Eligible Individual, the
      issued and outstanding voting shares of which are, and will continue to
      be, beneficially owned, directly or indirectly, by such Eligible
      Individual and/or the spouse, children and/or grandchildren of such
      Eligible Individual (an “Employee Corporation”);

	 	 	 
	2.7 	“Insider” means any insider, as such term is defined in
      Subsection 1(1) of the Securities Act (Ontario), of the
      Corporation, other than a person who falls within that definition solely
      by virtue of being a director or senior officer of a Subsidiary, and
      includes any associate, as such term is defined in Subsection 1(1) of the Securities Act (Ontario), of any such insider;

	 	 	 
	2.8 	“Market Price” at any date in respect of the Shares means
      the closing sale price of such Shares on the TSX (or, if such Shares are
      not then listed and posted for trading on the TSX, then on the recognized
      stock exchange on which such Shares are listed on which the greatest
      volume of them were traded during the period referenced below or, if such
      Shares are not so listed on any recognized stock exchange, then on the
      over-the-counter market on which they are traded as selected for such
      purpose by the Committee) on the trading day immediately preceding such
      date. In the event that such Shares did not trade on such trading day, the
      Market Price shall be the average of the bid and ask prices in respect of
      such Shares at the close of trading on such trading day;

	 	 	 
	2.9 	“Option” means an option to purchase Shares granted to an
      Eligible Person under the Plan;

	 	 	 
	2.10 	“Option Price” means the price per Share at which Shares
      may be purchased under an Option, as the same may be adjusted from time to
      time in accordance with Article 8 hereof;

	 	 	 
	2.11 	“Optioned Shares” means the Shares issuable pursuant to
      an exercise of Options;

	 	 	 
	2.12 	“Optionee” means an Eligible Person to whom an Option has
      been granted and who continues to hold such Option;

	 	 	 
	2.13 	“Plan” means this Stock Option Plan, as the same may be
      further amended or varied from time to time;

	 	 	 
	2.14 	“Related Entity” means, for the Corporation, a person
      that Controls or is Controlled by the Corporation or that is Controlled by
      the same person that controls the Corporation.



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	2.15 	“Service Provider” means any person or company engaged as
      an independent contractor or otherwise to provide ongoing management or
      consulting services for the Corporation or for any entity controlled by
      the

	 	 	 
	2.16 	“Shares” means the Common Shares of the Corporation or,
      in the event of an adjustment contemplated by Article 8 hereof, such other
      shares or securities to which an Optionee may be entitled upon the
      exercise of an Option as a result of such adjustment;

	 	 	 
	2.17 	“Subsidiary” means any corporation which is a subsidiary,
      as such term is defined in Subsection 1(2) of the Business Corporations
        Act (Ontario), of the Corporation; and

	 	 	 
	2.18 	“TSX” means the Toronto Stock Exchange.

	 	 	 
	3. 	ADMINISTRATION OF THE PLAN

	 	 	 
	3.1 	The Plan shall be administered by the compensation
      committee (the “Committee”) of the Board.

	 	 	 
	3.2 	The Committee shall have the power, where consistent with
      the general purpose and intent of the Plan and subject to the specific
      provisions of the Plan:

	 	 	 
		(a) 	to establish policies and to adopt rules and regulations
      for carrying out the purposes, provisions and administration of the
      Plan;

	 	 	 
		(b) 	to interpret and construe the Plan and to determine all
      questions arising out of the Plan or any Option, and any such
      interpretation, construction or determination made by the Committee shall
      be final, binding and conclusive for all purposes;

	 	 	 
		(c) 	to determine the number of Shares covered by each
      Option;

	 	 	 
		(d) 	to determine the Option Price of each Option;

	 	 	 
		(e) 	to determine the time or times when Options will be
      granted and exercisable;

	 	 	 
		(f) 	to determine if the Shares which are issuable on the
      exercise of an Option will be subject to any restrictions upon the
      exercise of such Option; and

	 	 	 
		(g) 	to prescribe the form of the instruments relating to the
      grant, exercise and other terms of Options.

	 	 	 
	3.3 	Subject as hereinafter provided in this Section 3.3, no
      member of the Committee shall, during the currency of his or her
      membership on the Committee, be entitled to participate in the Plan. A
      member of the Committee may be entitled to participate in the Plan only if
      an Option is granted, and the terms and provisions thereof determined, by
      the Board without such member of the Committee participating in any manner
      whatsoever in the granting of an Option to, or the determinations made
      with respect to, such member of the Committee or to such Option; and the
      Board shall, with respect to such member of the Committee, be vested with
      all power and authority otherwise granted to the Committee pursuant to the
      Plan and the term “Committee” as used herein shall mean the Board for such
      purposes.



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	3.4 	The Committee may, in its discretion, require as
      conditions to the grant or exercise of any Option that the Optionee shall
      have:

	 	 	 
		(a) 	represented, warranted and agreed in form and substance
      satisfactory to the Corporation that he or she is acquiring and will
      acquire such Option and the Shares to be issued upon the exercise thereof
      or, as the case may be, is acquiring such Shares, for his or her own
      account, for investment and not with a view to or in connection with any
      distribution, that he or she has had access to such information as is
      necessary to enable him or her to evaluate the merits and risks of such
      investment and that he or she is able to bear the economic risk of holding
      such Shares for an indefinite period;

	 	 	 
		(b) 	agreed to restrictions on transfer in form and substance
      satisfactory to the Corporation and to an endorsement on any option
      agreement on certificate representing the Shares making appropriate
      reference to such restrictions; and

	 	 	 
		(c) 	agreed to indemnify the Corporation in connection with
      the foregoing.

	 	 	 
	3.5 	Any Option granted under the Plan shall be subject to the
      requirement that, if at any time counsel to the Corporation shall
      determine that the listing, registration or qualification of the Shares
      subject to such Option upon any securities exchange or under any law or
      regulation of any jurisdiction, or the consent or approval of any
      securities exchange or any governmental or regulatory body, is necessary
      as a condition of, or in connection with, the grant or exercise of such
      Option or the issuance or purchase of Shares thereunder, such Option may
      not be accepted or exercised in whole or in part unless such listing,
      registration, qualification, consent or approval shall have been effected
      or obtained on conditions acceptable to the Committee. Nothing herein
      shall be deemed to require the Corporation to apply for or to obtain such
      listing, registration, qualification, consent or approval.

	 	 	 
	3.6 	The Chief Executive Officer of the Corporation may grant
      Options, in the context of non- executive employment or consulting
      arrangements, from time to time between the dates of meetings of the Board
      in the amount of up to 100,000 Shares in aggregate and upon the reporting
      from time to time of the grant of such Options to the Board, the amount
      available for such grants by the Chief Executive Officer shall be restored
      to the full amount of 100,000 Shares.

	 	 	 
	4. 	SHARES SUBJECT TO THE PLAN

	 	 	 
	4.1 	Subject to adjustment as provided in Article 8 hereof,
      the Shares to be offered under the Plan shall consist of the Corporation’s
      authorized but unissued common shares. The aggregate number of Shares
      issuable upon the exercise of all options granted under the Plan shall not
      exceed 10% of the issued and outstanding shares of the Corporation as at
      the date of grant of each Option under the Plan. If any Option granted
      hereunder shall expire or terminate for any reason in accordance with the
      terms of the Plan without being exercised, the un-purchased shares subject
      thereto shall again be available for the purpose of this Plan.

	 	 	 
	5. 	ELIGIBILITY; GRANT; TERMS OF
      OPTIONS

	 	 	 
	5.1 	Options may be granted to any Eligible Person in
      accordance with Section 5.2 hereof.



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	5.2 	Options may be granted by the Corporation pursuant to the
      recommendations of the Committee from time to time provided and to the
      extent that such decisions are approved by the Board.

	 	 	 
	5.3 	Subject as herein and otherwise specifically provided in
      this Article 5, the number of Shares subject to each Option, the Option
      Price of each Option, the expiration date of each Option, the extent to
      which each Option is exercisable from time to time during the term of the
      Option and other terms and conditions relating to each such Option shall
      be determined by the Committee.

	 	 	 
	5.4 	In the event that no specific determination is made by
      the Committee with respect to any of the following matters, each Option
      shall, subject to any other specific provisions of the Plan, contain the
      following terms and conditions:

	 	 	 
		(a) 	the period during which an Option shall be exercisable
      shall be 5 years from the date the Option is granted to the Optionee;
      and

	 	 	 
		(b) 	the Optionee may exercise the Option for not more than
      10% of the Shares covered by the Option on the date of the grant of the
      Option, as to not more than an additional 22%, four and one half months
      after the date of grant, as to not more than an additional 22%, nine
      months after the date of grant, as to an additional 22%, thirteen and one
      half months after the date of grant and as to the final 24%, eighteen
      months after the date of grant.

	 	 	 
		subject to the right of the Board to determine at the
      time of grant that a particular Option will be exercisable in whole or in
      part on different dates and to determine at any time after the date of
      grant that a particular Option will be exercisable in whole or in part on
      earlier dates for any reason, including the occurrence of a proposal by
      the Corporation or any other person to implement a transaction that would,
      if implemented, result in a Change of Control.

	 	 	 
	5.5 	Subject to any adjustments pursuant to the provisions of
      Article 8 hereof, the Option Price of any Option shall be in no
      circumstances be lower than the Market Price on the date of which the
      grant of the Option is approved by the Committee. Notwithstanding the
      foregoing, in the event that the Shares are not listed on any stock
      exchange on the date on which the grant of an Option is approved by the
      Committee, the Option Price for such Option shall be determined by the
      Committee. If, as and when any Shares have been duly purchased and paid
      for under the terms of an Option, such Shares shall be conclusively deemed
      allotted and issued as fully paid non-assessable Shares at the price paid
      therefor.

	 	 	 
	5.6 	No Options shall be granted to any Optionee if the total
      number of Shares issuable to such Optionee under this Plan, together with
      any Shares reserved for issuance to such Optionee under options for
      services or any other stock option plans, would exceed 5% of the issued
      and outstanding Shares.

	 	 	 
	5.7 	An Option is personal to the Optionee and non-assignable
      (whether by operation of law or otherwise), except as provided for herein.
      Upon any attempt to transfer, assign, pledge, hypothecate or otherwise
      dispose of an Option contrary to the provisions of the Plan, or upon the
      levy of any attachment or similar process upon an Option, the Option
      shall, at



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		the election of the Corporation, cease and terminate and
      be of no further force or effect whatsoever.

	 	 	 
	5.8 	No Options shall be granted to an Optionee if such grant
      could result, at any time, in:

	 	 	 
		(a) 	the number of Shares reserved for issuance pursuant to
      Options or other stock options granted to Insiders exceeding 10% of the
      issued and outstanding Shares;

	 	 	 
		(b) 	the issuance to Insiders, within a one-year period, of a
      number of Shares exceeding 10% of the issued and outstanding Shares;
      or

	 	 	 
		(c) 	the issuance to any one Insider and such Insider’s
      associates, within a one-year period, of a number of Shares exceeding 5%
      of the issued and outstanding Shares.

	 	 	 
		For the purposes of this Section 5.8, the phrase “issued
      and outstanding Shares” excludes any Shares issued pursuant to the Plan or
      other stock options, stock option plans, employee stock purchase plans or
      other compensation or incentive mechanisms, over a preceding one-year
      period and “associate” means any person associated with such
      Insider.

	 	 	 
	6. 	TERMINATION OF EMPLOYMENT; DEATH

	 	 	 
	6.1 	Subject to Sections 6.2 and 6.3 hereof and to any express
      resolution passed by the Committee with respect to an Option, an Option
      and all rights to purchase Shares pursuant thereto shall expire and
      terminate immediately upon the Optionee who holds such Option ceasing to
      be an Eligible Person.

	 	 	 
	6.2 	If, before the expiry of an Option in accordance with the
      terms thereof, an Optionee shall cease to be an Eligible Person (an “Event
      of Termination”) for any reason other than his or her resignation or the
      termination for “cause” of his or her employment with the Corporation or
      any Subsidiary, or his or her resignation or failure to be re-elected as a
      director of the Corporation or any Subsidiary, then the Optionee
      may:

	 	 	 
		(a) 	exercise the Option to the extent that he or she was
      entitled to do so at the time of such Event of Termination, at any time up
      to and including, but not after, a date three (3) months following the
      date of such Event of Termination, or prior to the close of business on
      the expiration date of the Option, whichever is earlier; and

	 	 	 
		(b) 	with the prior written consent of the Board or the
      Committee, which consent may be withheld in the Corporation’s sole
      discretion, exercise a further Option at any time up to and including, but
      not after, a date three (3) months following the date of such Event of
      Termination, or prior to the close of business on the expiration date of
      the Option, whichever is earlier, to purchase all or any of the Optioned
      Shares as the Board or the Committee may designate but not exceeding the
      number of Optioned Shares the Optionee would have otherwise been entitled
      to purchase pursuant to the Option had the Optionee’s status as an
      Eligible Person been maintained for the term of the Option.

	 	 	 
	6.3 	If an Optionee dies before the expiry of an Option in
      accordance with the terms thereof, the Optionee’s legal representative(s)
      may, subject to the terms of the Option and the
      Plan:



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		(a) 	exercise the Option to the extent that the Optionee was
      entitled to do so at the date of his or her death at any time up to and
      including, but not after, a date one year following the date of death of
      the Optionee, or prior to the close of business on the expiration date of
      the Option, whichever is earlier; and

	 	 	 
		(b) 	with the prior written consent of the Board or the
      Committee, exercise at any time up to and including, but not after, a date
      one year following the date of death of the Optionee, a further Option to
      purchase all or any of the Optioned Shares as the Board or the Committee
      may designate but not exceeding the number of Optioned Shares the Optionee
      would have otherwise been entitled to purchase had the Optionee
      survived.

	 	 	 
	6.4 	For greater certainty, Options shall not be affected by
      any change of employment of the Optionee or by the Optionee ceasing to be
      a director of the Corporation provided that the Optionee continues to be
      an Eligible Person.

	 	 	 
	6.5 	For the purposes of this Article 6, a determination by
      the Corporation that an Optionee was discharged for “cause” shall be
      binding on the Optionee; provided, however, that such determination shall
      not be conclusive of the Optionee’s potential entitlement to damages for
      the loss of the right to exercise an Option in the event that a court of
      competent jurisdiction ultimately determines that the discharge was
      without “cause”.

	 	 	 
	6.6 	If the Optionee is an Employee Corporation, the
      references to the Optionee in this Article 6 shall be deemed to refer to
      the Eligible Individual associated with the Employee
      Corporation.

	 	 	 
	7. 	EXERCISE OF OPTIONS

	 	 	 
	7.1 	Subject to the provisions of the Plan, an Option may be
      exercised from time to time by delivery to the Corporation at its
      registered office of a written notice of exercise addressed to the
      Secretary of the Corporation specifying the number of Shares with respect
      to which the Option is being exercised and accompanied by payment in full,
      by cash or cheque, of the Option Price of the Shares then being purchased.
      Certificates for such Shares shall be issued and delivered to the Optionee
      within a reasonable time following the receipt of such notice and
      payment.

	 	 	 
	7.2 	Notwithstanding any of the provisions contained in the
      Plan or in any Option, the Corporation’s obligation to issue Shares to an
      Optionee pursuant to the exercise of any Option shall be subject
      to:

	 	 	 
		(a) 	completion of such registration or other qualification of
      such Shares or obtaining approval of such governmental or regulatory
      authority as the Corporation shall determine to be necessary or advisable
      in connection with the authorization, issuance or sale thereof;

	 	 	 
		(b) 	the administration of such Shares to listing on any stock
      exchange on which the Shares may then be listed;

	 	 	 
		(c) 	the receipt from the Optionee of such representations,
      warranties, agreements and undertakings, as the Corporation determines to
      be necessary or advisable in order to safeguard against the violation of
      the securities laws of any jurisdiction; and



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		(d)
	 the satisfaction of any conditions on exercise
      prescribed pursuant to Section 3.4 hereof.
			
		 
		In this connection the Corporation shall, to the extent
      necessary, take all commercially reasonable steps to obtain such
      approvals, registrations, and qualifications as may be necessary for the
      issuance of such Shares in compliance with applicable securities laws and
      for the listing of such Shares on any stock exchange on which the Share
      are then listed.

	 	 	 
	7.3 	Options shall be evidenced by a share option agreement,
      instrument or certificate in such form not inconsistent with this Plan as
      the Committee may from time to time determine as provided for under
      Subsection 3.2(g), provided that the substance of Article 5 be included
      therein.

	 	 	 
	8. 	CERTAIN ADJUSTMENTS

	 	 	 
	8.1 	In the event of any subdivision or redivision of the
      Shares into a greater number of Shares at any time after the grant of an
      Option to any Optionee and prior to the expiration of the term of such
      Option, the Corporation shall deliver to such Optionee at the time of any
      subsequent exercise of his or her Option in accordance with the terms
      hereof, in lieu of the number of shares to which he or she was theretofore
      entitled upon such exercise, but for the same aggregate consideration
      payable therefor, such number of Shares as such Optionee would have held
      as a result of such subdivision or redivision if, on the record date
      thereof, the Optionee had been the registered holder of the number of
      Shares to which he or she was theretofore entitled upon such
      exercise.

	 	 	 
	8.2 	In the event of any consolidation of the Shares into a
      lesser number of Shares at any time after the grant of an Option to any
      Optionee and prior to the expiration of the term of such Option, the
      Corporation shall deliver to such Optionee at the time of any subsequent
      exercise of his or her Option in accordance with the terms hereof, in lieu
      of the number of Shares to which he or she was theretofore entitled upon
      such exercise, but for the same aggregate consideration payable therefor,
      such number of Shares as such Optionee would have held as a result of such
      consolidation if, on the record date thereof, the Optionee had been the
      registered holder of the number of Shares to which he or she was
      theretofore entitled upon such exercise.

	 	 	 
	8.3 	Subject to the provisions of Article 9, if at any time
      after the grant of any Option to an Optionee and prior to the expiration
      of the term of such Option, the Shares shall be reclassified, reorganized
      or otherwise changed, otherwise than as specified in Sections 8.1 and 8.2
      or the Corporation shall consolidate, merge or amalgamate with or into
      another corporation (the corporation resulting or continuing from such
      consolidation, merger or amalgamation being herein called the “Successor
      Corporation”) or, the Corporation shall pay a stock dividend (other than
      any dividends in the ordinary course), the Optionee shall be entitled to
      receive upon the subsequent exercise of his or her Option in accordance
      with the terms hereof and shall accept in lieu of the number of Shares to
      which he or she was theretofore entitled upon such exercise but for the
      same aggregate consideration payable therefor, the aggregate the number of
      shares of the appropriate class and/or other securities of the Corporation
      or the Successor Corporation (as the case may be) that the Optionee would
      have been entitled to receive as a result of such reclassification,
      reorganization or other change or as a result of such
      consolidation,



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		merger, amalgamation, or stock dividend, if on the record
      date of such reclassification, reorganization, other change or stock
      dividend, or the record date of such consolidation, merger or amalgamation
      or dividend payment, as the case may be, he or she had been the registered
      holder of the number of Shares to which he or she was theretofore entitled
      upon such exercise.

	 	 	 
	8.4 	Notwithstanding any other provision herein, in the event
      of a Change of Control all Options, whether vested or unvested, will
      become fully vested and exercisable immediately prior to the date of a
      Change of Control without notice to Optionees.

	 	 	 
	8.5 	In the event the Corporation should declare and pay a
      special cash dividend or other distribution out of the ordinary course, a
      special dividend in specie on the Shares, or a stock dividend other than
      in the ordinary course, the Option Price of all Options outstanding on the
      record date of such dividend or other distribution shall be reduced by an
      amount equal to the cash payment or other distribution or the fair market
      value of the dividend in specie or stock dividend or other distribution,
      as determined by the Committee in its sole discretion.

	 	 	 
	9. 	AMENDMENT OR DISCONTINUANCE OF THE
      PLAN

	 	 	 
	9.1 	Subject to applicable regulatory requirements and except
      as provided herein, the Board may, in its sole and absolute discretion and
      without shareholder approval, amend, suspend, terminate or discontinue the
      Plan and may amend the terms and conditions of Options granted pursuant to
      the Plan. Provided, however, that if the Board wishes to increase the
      maximum percentage in Section 4.1 hereof or extend the Option period or
      reduce the Option Price of Options granted to Insiders of the Corporation
      pursuant to the Plan, shareholder approval will be required.

	 	 	 
	9.2 	Without limiting the generality of the foregoing, the
      Board may make the following amendments to the Plan, without obtaining
      shareholder approval:

	 	 	 
		(a) 	amendments to the terms and conditions of the Plan
      necessary to ensure that the Plan complies with the applicable regulatory
      requirements, including the rules of the TSX, in place from time to
      time;

	 	 	 
		(b) 	amendments to the provisions of the Plan respecting
      administration of the Plan and eligibility for participation under the
      Plan;

	 	 	 
		(c) 	amendments to the provisions of the Plan respecting the
      terms and conditions on which options may be granted pursuant to the Plan,
      including the provisions relating to the option price, the option period
      and the vesting schedule; and

	 	 	 
		(d) 	amendments to the Plan that are of a “housekeeping”
      nature.

	 	 	 
	9.3 	Without limiting the generality of the foregoing, the
      Board may amend the Option Price, the option period, the vesting schedule
      and the termination provisions of Options granted pursuant to the Plan,
      without shareholder approval. Provided, however, that. if the Board
      proposes to reduce the Option Price or extend the option period of options
      granted to Insiders of the Corporation pursuant to the Plan, such
      amendments will require shareholder approval.



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	10. 	MISCELLANEOUS PROVISIONS

	 	 
	10.1 	An Optionee shall not have any rights as a shareholder of
      the Corporation with respect to any of the Shares covered by such Option
      until the date of issuance of a certificate for Shares upon the exercise
      of such Option, in full or in part, and then only with respect to the
      Shares represented by such certificate or certificates. Without in any way
      limiting the generality of the foregoing, no adjustment shall be made for
      dividends or other rights for which the record date is prior to the date
      such share certificate is issued.

	 	 
	10.2 	Nothing in the Plan or any Option shall confer upon an
      Optionee any right to continue or be re-elected as a director of the
      Corporation or any right to continue in the employ of the Corporation or
      any Subsidiary, or affect in any way the right of the Corporation or any
      Subsidiary to terminate his or her employment at any time; nor shall
      anything in the Plan or any Option be deemed or construed to constitute an
      agreement, or an expression of intent, on the part of the Corporation or
      any Subsidiary to extend the employment of any Optionee beyond the time
      which he or she would be normally be retired pursuant to the provisions of
      any present or future retirement plan of the Corporation or any Subsidiary
      or any present or future retirement policy of the Corporation or any
      Subsidiary, or beyond the time at which he or she would otherwise be
      retired pursuant to the provisions of any contract of employment with the
      Corporation or any Subsidiary.

	 	 
	10.3 	Notwithstanding Section 5.8 hereof, Options may be
      transferred or assigned between an Eligible Individual and the related
      Employee Corporation provided the assignor delivers notice to the
      Corporation prior to the assignment.

	 	 
	10.4 	The Plan and all matters to which reference is made
      herein shall be governed by and interpreted in accordance with the laws of
      the Province of Ontario and the laws of Canada applicable
      therein.

	 	 
	11. 	SHAREHOLDER AND REGULATORY
      APPROVAL

	 	 
	11.1 	The Plan shall be subject to acceptance by the TSX and
      any other relevant regulatory authority. Any Options granted prior to such
      acceptance shall be conditional upon such acceptance being given and no
      such Options may be exercised unless and until such acceptance are
      given.



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