Filed by sedaredgar.com - American Uranium Corp. - Exhibit 10.1






THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN
ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

STOCK OPTION AND SUBSCRIPTION
AGREEMENT

THIS STOCK OPTION AND SUBSCRIPTION AGREEMENT is dated effective
the 1st day of August, 2007 (the “Date of Grant”).

BETWEEN:

AMERICAN URANIUM CORPORATION, a
Nevada corporation, with a business address at 600 17th Street, Suite 2800 South
Denver CO 80202

(the “Company”);

AND:

MICHAEL BAYBAK, a business
person with an address at 4515 Ocean View Blvd., Suite 305, La Cañada, CA
91011

(the “Optionee”).

WHEREAS:

A. The Board has authorized the grant to the Optionee of stock
options to purchase a total of 800,000 common shares of the Company.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
of other good and valuable consideration, it is hereby agreed by and between the
parties as follows: 

1. DEFINITIONS

1.1 In this Agreement, the following terms shall have the
following meanings:

	 	(a) 	
      “Common Stock” means the shares of common stock of
      the Company with a par value of $0.00001 per share;

	 	 	 
	 	(b) 	
      “Exercise Payment” means the amount of money equal
      to the Exercise Price multiplied by the number of Optioned Shares
      specified in the Notice of Exercise;

	 	 	 
	 	(c) 	
      “Exercise Price” means US
$1.25;







2

	 	(d) 	
      “Expiry Date” means August 1, 2012;

	 	 	 
	 	(e) 	
      “Notice of Exercise” means a notice in writing
      addressed to the Company at its address first recited (or such other
      address of the Company as may from time to time be notified to the
      Optionee in writing), substantially in the form attached as Exhibit “A”
      hereto, which notice shall specify therein the number of Optioned Shares
      in respect of which the Options are being exercised;

	 	 	 
	 	(f) 	
      “Options” means the irrevocable right and option
      to purchase, from time to time, all, or any part of the Optioned Shares
      granted to the Optionee by the Company pursuant to Section 2.1 of this
      Agreement;

	 	 	 
	 	(g) 	
      “Optioned Shares” means the shares of Common
      Stock, subject to the Options;

	 	 	 
	 	(h) 	
      “Securities” means, collectively, the Options and
      the Optioned Shares;

	 	 	 
	 	(i) 	
      “Shareholders” means holders of record of the
      shares of Common Stock;

	 	 	 
	 	(j) 	
      “U.S. Person” shall have the meaning ascribed
      thereto in Regulation S under the 1933 Act, and for the purpose of the
      Agreement includes any person in the United States; and

	 	 	 
	 	(k) 	
      “Vested Options” means the Options that have
      vested in accordance with Section 2.2 of this
Agreement.



1.2 Capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Plan.

2. THE OPTIONS

2.1 The Company agrees to offer to the Optionee the option to
purchase, upon the terms and conditions set forth herein and in the Plan, once
it has been adopted, Options to purchase a total of 800,000 Optioned Shares at
the Exercise Price. 

2.2 The Options will be fully vested.

2.3 The Options shall, at 5:00 p.m. (Pacific time) on the
Expiry Date, forthwith expire and be of no further force or effect
whatsoever.

2.4 Subject to compliance with any applicable securities laws,
the Options shall be exercisable, in full or in part until termination;
provided, however, that any Optionee who is subject to the reporting and
liability provisions of Section 16 of the Securities Exchange Act of 1934
with respect to the Common Stock shall be precluded from selling, transferring
or otherwise disposing of any Common Stock underlying any Options during the six
months immediately following the grant of that Option. If less than all of the
shares of any Options are purchased, the remainder may be purchased at any
subsequent time prior to the Expiry Date. No portion of any Options for less
than 50 shares (as adjusted pursuant to Section 5.8 of the Plan) may be
exercised; provided, that if the portion of any Options is less than 50 shares,
it may be exercised with respect to all shares. Only whole shares may be issued
pursuant to the exercise of any Options, and to the extent that any Options
covers less than one share, it is unexercisable.




3

2.5 Each exercise of the Options shall be by means of delivery
of a Notice of Exercise (which may be in the form attached hereto as Schedule A)
to the Secretary of the Company at its principal executive office, specifying
the number of shares of Common Stock to be purchased and accompanied by payment
in cash by certified check or cashier's check in the amount of the full exercise
price for the Common Stock to be purchased. In addition to payment in cash by
certified check or cashier's check, an Optionee or transferee of the Options may
pay for all or any portion of the aggregate exercise price by complying with one
or more of the following alternatives:

	 	(a) 	
      by delivering a properly executed Notice of Exercise
      together with irrevocable instructions to a broker promptly to sell or
      margin a sufficient portion of the Common Stock and deliver directly to
      the Company the amount of sale or margin loan proceeds to pay the exercise
      price; or

	 	 	 
	 	(b) 	
      by complying with any other payment mechanism approved by
      the Company at the time of exercise.



It is a condition precedent to the issuance of Optioned Shares
that the Optionee execute and/or deliver to the Company all documents and
withholding taxes required in accordance with Section 5.12 of the Plan.

2.6 Nothing in this Agreement shall obligate the Optionee to
purchase any Optioned Shares except those Optioned Shares in respect of which
the Optionee shall have exercised the Options in the manner provided in this
Agreement.

2.7 The terms of the Options are subject to the provisions of
the Plan, as the same may from time to time be amended, and any inconsistencies
between this Agreement and the Plan, as the same may be from time to time
amended, shall be governed by the provisions of the Plan, a copy of which has
been delivered to the Optionee, and which is available for inspection at the
principal offices of the Company.

3. REGISTRATION RIGHTS.

3.1 If before the Expiry Date the Company decides to file any
registration statement (the "Registration Statement") under the 1933 Act
covering the distribution or sale of any securities of the Company other than
the Optioned Shares (other than a registration on Form S-8), it shall forthwith
give written notice (the "Registration Notice") to the Optionee of such
decision. The Optionee shall have the right to elect, by written notice (the
"Reply to Registration Notice") to be given to the Company not more than five
(5) business days following receipt of the Registration Notice, to have the
Registration Statement cover the sale of the exercised or unexercised Optioned
Shares by the Optionee which are not then the subject of an effective
registration statement. However, if under Rule 415 of the Securities Act of 1933
the number of shares that may be registered is limited, the shares to be
registered under this clause will be reduced first, before reduction of other
shares to be registered in the registration statement. 

4. ACKNOWLEDGEMENTS OF THE OPTIONEE

The Optionee acknowledges and agrees that:

	 	(a) 	
      none of the Options or the Optioned Shares have been
      registered under the 1933 Act or under any state securities or “blue sky”
      laws of any state of the United States, and, unless so registered, may not
      be offered or sold in the United States or, directly or indirectly, to
      U.S. Persons, except in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act, or
      pursuant to an exemption from, or







4

	 		
      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;

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

	 	 	 
	 	(c) 	
      the Optionee has received and carefully read this
      Agreement and the public information which has been filed with the
      Securities and Exchange Commission (the “SEC”) in compliance or intended
      compliance with applicable securities legislation (collectively, the
      “Company Information”);

	 	 	 
	 	(d) 	
      the decision to execute this Agreement and acquire the
      Securities hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the
      Company, and such decision is based entirely upon a review of the Company
      Information (the receipt of which is hereby acknowledged);

	 	 	 
	 	(e) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 
	 	(f) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 
	 	(g) 	
      there are risks associated with an investment in the
      Securities;

	 	 	 
	 	(h) 	
      the Optionee has not acquired the Securities 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 Securities 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 Securities; provided, however, that the Optionee may sell or otherwise
      dispose of the Securities 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 Optionee and the Optionee's advisor(s) (if
      applicable) have had a reasonable opportunity to ask questions of and
      receive answers from the Company in connection with the distribution of
      the Securities 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 the
    Company;

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

	 	 	 
	 	(a) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Optionee contained in
      this Agreement;

	 	 	 
	 	(k) 	
      the Optionee will indemnify and hold harmless the Company
      and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not
  limited







5

	 		
      to, any and all fees, costs and expenses whatsoever
      reasonably incurred in investigating, preparing or defending against any
      claim, lawsuit, administrative proceeding or investigation whether
      commenced or threatened) arising out of or based upon any representation
      or warranty of the Optionee contained herein or in any document furnished
      by the Optionee to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Optionee to comply with
      any covenant or agreement made by the Optionee to the Company in
      connection therewith;

	 	 	 	 
	 	(l) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Optionee that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system; except that currently
      certain market makers make market in the common shares of the Company on
      the OTC Bulletin Board;

	 	 	 	 
	 	(m) 	
      There are resale restrictions imposed under U.S. and
      other applicable securities laws affecting the Optionee’s ability to
      resell the Securities;

	 	 	 	 
	 	(n) 	
      the Company will refuse to register any transfer of the
      Securities 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 the registration requirements of
      the 1933 Act and in accordance with applicable state and provincial
      securities laws;

	 	 	 	 
	 	(o) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer of the Securities, although in technical compliance
      with Regulation S, would not be available if the offering is part of a
      plan or scheme to evade the registration provisions of the 1933 Act or any
      applicable state and provincial securities laws;

	 	 	 	 
	 	(p) 	
      the Optionee has been advised to consult the Optionee's
      own legal, tax and other advisors with respect to the merits and risks of
      an investment in the Securities and with respect to applicable resale
      restrictions, and it is solely responsible (and the Company is not in any
      way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Optionee is resident in connection with the distribution of the Securities
      hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions; and

	 	 	 	 
	 	(q) 	
      this Agreement is not enforceable by the Optionee unless
      it has been accepted by the Company.



5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
OPTIONEE

The Optionee hereby represents and warrants to and covenants
with the Company (which representations, warranties and covenants shall survive
the closing) that:

	 	(a) 	
      the Optionee was a director, officer, employee or
      consultant of the Company on the Date of Grant;

	 	 	 
	 	(b) 	
      the Optionee has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto;







6

	 	(c) 	
      the Optionee has received and carefully read this
      Agreement;

	 	 	 
	 	(d) 	
      the Optionee has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the Optionee
      enforceable against the Optionee in accordance with its terms;

	 	 	 
	 	(e) 	
      the Optionee is resident in the jurisdiction set out on
      page 1 of this Agreement;

	 	 	 
	 	(f) 	
      the acquisition of the Securities by the Optionee as
      contemplated in this Agreement complies with or is exempt from the
      applicable securities legislation of the jurisdiction of residence of the
      Optionee;

	 	 	 
	 	(g) 	
      the Optionee is acquiring the Securities for investment
      only and not with a view to resale or distribution and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons;

	 	 	 
	 	(h) 	
      the Optionee is acquiring the Securities as principal for
      the Optionee'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 Securities;

	 	 	 
	 	(i) 	
      the Optionee is not an underwriter of, or dealer in, the
      common shares of the Company, nor is the Optionee participating, pursuant
      to a contractual agreement or otherwise, in the distribution of the
      Securities;

	 	 	 
	 	(j) 	
      the Optionee (i) has adequate net worth and means of
      providing for his/her/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
      Securities for an indefinite period of time, and can afford the complete
      loss of such investment;

	 	 	 
	 	(k) 	
      the Optionee is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment, and the Optionee has carefully read and considered the
      matters set forth under the caption “Risk Factors” appearing in the
      Company's various disclosure documents, filed with the SEC;

	 	 	 
	 	(l) 	
      the Optionee 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 Securities and the
    Company;

	 	 	 
	 	(m) 	
      the Optionee understands and agrees that the Company 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 Optionee shall promptly
      notify the Company;

	 	 	 
	 	(n) 	
      the Optionee acknowledges that the Optionee has not
      acquired the Securities 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 Securities 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 Securities; provided, however, that the
      Optionee may sell or otherwise dispose of the
Securities







7

	 		
      pursuant to registration of the Securities 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;

	 	 	 	 
	 	(o) 	
      the Optionee has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Optionee's decision to invest in the Securities and the Company;

	 	 	 	 
	 	(p) 	
      the Optionee understands and agrees that none of the
      Options or the Optioned Securities have been or will be registered under
      the 1933 Act, or under any state securities or “blue sky” laws of any
      state of the United States, and, unless so registered, may not be offered
      or sold except in accordance with the provisions of Regulation S, 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;

	 	 	 	 
	 	(q) 	
      it understands and agrees that the Company will refuse to
      register any transfer of the Optioned Securities 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;

	 	 	 	 
	 	(r) 	
      the Optionee is not aware of any advertisement of any of
      the Securities and is not acquiring the Securities 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; and,

	 	 	 	 
	 	(s) 	
      no person has made to the Optionee any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities; or

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the
      Securities.



6. ACKNOWLEDGEMENT AND WAIVER

The Optionee has acknowledged that the decision to purchase the
Securities was solely made on the basis of publicly available information
contained in the Company Information. The Optionee hereby waives, to the fullest
extent permitted by law, any rights of withdrawal, rescission or compensation
for damages to which the Optionee might be entitled in connection with the
distribution of any of the Securities.

7. LEGENDING OF SUBJECT SECURITIES

7.1 The Optionee 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 Securities will bear a legend in substantially the following
form:




8


  THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES
    AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE
    BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
    ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
    MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
    UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN
    A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
    ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.



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

7.3 The Optionee requests that the Company not put a Canadian
legend on the Shares as mandated by National Instrument 45-102, and acknowledges
that without such legend the Shares may not be resold in Canada.

8. COSTS

The Optionee acknowledges and agrees that all costs and
expenses incurred by the Optionee (including any fees and disbursements of any
special counsel retained by the Optionee) relating to the acquisition of the
Securities shall be borne by the Optionee.

9. GOVERNING LAW

This Agreement is governed by the laws of the State of Nevada
and the federal laws of the United States applicable therein. The Optionee
irrevocably attorns to the jurisdiction of the courts of the State of
Nevada.

10. 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 Optionee pursuant hereto.

11. ASSIGNMENT

This Agreement is not transferable or assignable.

12. 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.




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13. 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.

14. 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 Optionee and the Company 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 Options.

15. EFFECTIVENESS

This Agreement shall be deemed to be effective following the
delivery by the Optionee to the Company of two fully executed copies of this
Agreement.




10

IN WITNESS WHEREOF the parties hereto have duly executed
this Agreement as of the date first above written.

AMERICAN URANIUM CORPORATION

	By: 	“Robert A. Rich” 	 
	  	Authorized Signatory




	SIGNED, SEALED and DELIVERED by 	) 	  
	Michael Baybak in the presence of: 	) 	  
	  	) 	  
	“N. Poole”
    	) 	  
	Signature 	) 	  
	N. Poole 	) 	“Michael Baybak” 
	Print Name 	) 	MICHAEL BAYBAK 
	4515 Queen View
      Blvd, #305 	) 	  
	Address 	) 	  
	La Canada, CA
      91011 	) 	  
	  	) 	  
	Secretary 	) 	  
	Occupation 	) 	  






SCHEDULE A

	TO: 	American Uranium Corporation 
	  	600 - 17th Street, Suite 2800 
		
      South Denver CO 80202  



NOTICE OF EXERCISE

Dear Sirs/Mesdames:

This Notice of Election to Exercise shall constitute proper
notice pursuant to Section 2.5 of that certain Stock Option Agreement (the
“Agreement”) dated as of August 1, 2007, between the Company and the
undersigned. The undersigned hereby elects to exercise Optionee's option to
purchase____________________ shares of the common stock of the Company at a
price of $1.25 per share, for aggregate consideration of $____________, on the
terms and conditions set forth in the Agreement and the Plan. Such aggregate
consideration, in the form specified in Section 2.5 of the Agreement,
accompanies this notice.

Please issue a certificate for the shares being purchased as
follows in the name of the Optionee: 

	NAME: 	 
		 (Please Print) 
	  	 
	ADDRESS: 	 
	 	 
	 	 


The Optionee represents and warrants to the Company that: 

	 	1. 	
      The Optionee has not offered or sold the Optioned Shares
      within the meaning of the United States Securities Act of 1933 (the
      “Securities Act”);

	 	 	 
	 	2. 	
      The Optionee is acquiring the Optioned Shares for his or
      her own account for investment, with no present intention of dividing my
      interest with others or of reselling or otherwise disposing of all or any
      portion of the same;

	 	 	 
	 	3. 	
      The Optioned Shares were offered to the Optionee in
      direct communication between the Optionee and the Company and not through
      any advertisement of any kind;

	 	 	 
	 	4. 	
      The Optionee has the financial means to bear the economic
      risk of the investment which it hereby agrees to make;

	 	 	 
	 	5. 	
      The Optionee will only sell the Optioned Shares in
      accordance with the provisions of Regulation S of the Act pursuant to
      registration under the Act, or pursuant to an available exemption from
      registration pursuant to the Act;

	 	 	 
	 	6. 	
      The Company will refuse to register any transfer of the
      Optioned Shares not made in accordance with the provisions of Regulation S
      of the Act, pursuant to registration under the Act, or pursuant to an
      available exemption from registration;

	 	 	 
	 	7. 	
      The Optionee will not engage in hedging transactions
      except in accordance with the Act;







- 2 -

Please deliver a share certificate in respect of the Optioned
Shares referred to in the Stock Option and Subscription Agreement surrendered
herewith but not presently subscribed for, to the Optionee. 

DATED this _____day of _______________, 20___. 

	Signature of Optionee: 	 
    
	 	 
	Name of Optionee: 	Michael Baybak 
	 	 
	Address of Optionee: