Filed by Automated Filing Services Inc. (604) 609-0244 - Southern Star Energy Inc. - Exhibit 4.1






SOUTHERN STAR ENERGY INC. 
2007 STOCK OPTION PLAN

     This 2007 Stock Option Plan (the
"Plan") provides for the grant of options to acquire common shares (the "Common
Shares") in the capital of Southern Star Energy Inc., a corporation formed under
the laws of the State of Nevada (the "Corporation"). Stock options granted under
this Plan that qualify under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code") are referred to in this Plan as "Incentive Stock
Options" and stock options that do not qualify under Section 422 of the Code are
referred to as "Non-Qualified Stock Options". Incentive Stock Options and
Non-Qualified Stock Options granted under this Plan are collectively referred to
as "Options".

1.         PURPOSE

1.1       The purpose of this
Plan is to retain the services of valued key employees and consultants of the
Corporation and such other persons as the Plan Administrator shall select in
accordance with Section 2 below, and to encourage such persons to acquire a
greater proprietary interest in the Corporation, thereby strengthening their
incentive to achieve the objectives of the shareholders of the Corporation, and
to serve as an aid and inducement in the hiring of new employees and to provide
an equity incentive to consultants and other persons selected by the Plan
Administrator.

1.2       This Plan shall at all
times be subject to all legal requirements relating to the administration of
stock option plans, if any, under applicable corporate laws, applicable United
States federal and state securities laws, the Code, the rules of any applicable
stock exchange or stock quotation system, and the rules of any foreign
jurisdiction applicable to Options granted to residents therein (collectively,
the "Applicable Laws").

2.        
 ADMINISTRATION

2.1       This Plan shall be
administered initially by the Board of Directors of the Corporation (the
"Board"), except that the Board may, in its discretion, establish a committee
composed of two (2) or more members of the Board or two (2) or more other
persons to administer the Plan, which committee (the "Committee") may be an
executive, compensation or other committee, including a separate committee
especially created for this purpose. The Board or, if applicable, the Committee
is referred to herein as the "Plan Administrator".

2.2       If and so long as the
Common Shares are registered under Section 12(b) or 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the Corporation
wishes to grant Incentive Stock Options, then the Board shall consider in
selecting the Plan Administrator and the membership of any Committee, with
respect to any persons subject or likely to become subject to Section 16 of the
Exchange Act, the provisions regarding (a) "outside directors" as contemplated
by Section 162(m) of the Code, and (b) "Non-Employee Directors" as contemplated
by Rule 16b-3 under the Exchange Act.

2.3       The Committee shall
have the powers and authority vested in the Board hereunder (including the power
and authority to interpret any provision of the Plan or of any Option). The
members of any such Committee shall serve at the pleasure of the Board. A
majority of the 




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members of the Committee shall constitute a quorum, and all
actions of the Committee shall be taken by a majority of the members present.
Any action may be taken by a written instrument signed by all of the members of
the Committee and any action so taken shall be fully effective as if it had been
taken at a meeting.

2.4       Subject to the
provisions of this Plan and any Applicable Laws, and with a view to effecting
the purpose of the Plan, the Plan Administrator shall have sole authority, in
its absolute discretion, to:

(a)       construe and interpret
this Plan;

(b)       define the terms used
in the Plan;

(c)       prescribe, amend and
rescind the rules and regulations relating to this Plan; (d) correct any defect,
supply any omission or reconcile any inconsistency in this Plan; (e) grant
Options under this Plan;

(f)       determine the
individuals to whom Options shall be granted under this Plan and whether the
Option is granted as an Incentive Stock Option or a Non-Qualified Stock
Option;

(g)       determine the time or
times at which Options shall be granted under this Plan;

(h)       determine the number of
Common Shares subject to each Option, the exercise price of each Option, the
duration of each Option and the times at which each Option shall become
exercisable;

(i)       determine all other
terms and conditions of the Options; and

(j)       make all other
determinations and interpretations necessary and advisable for the
administration of the Plan.

2.5       All decisions,
determinations and interpretations made by the Plan Administrator shall be
binding and conclusive on all participants in the Plan and on their legal
representatives, heirs and beneficiaries.

3.         
ELIGIBILITY

3.1       Incentive Stock Options
may be granted to any individual who, at the time the Option is granted, is an
employee of the Corporation or any Related Corporation (as defined below)
("Employees").

3.2       Non-Qualified Stock
Options may be granted to Employees and to such other persons who are not
Employees as the Plan Administrator shall select, subject to any Applicable
Laws.

3.3       Options may be granted
in substitution for outstanding Options of another corporation in connection
with the merger, consolidation, acquisition of property or stock or other 




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reorganization between such other corporation and the
Corporation or any subsidiary of the Corporation. Options also may be granted in
exchange for outstanding Options.

3.4       Any person to whom an
Option is granted under this Plan is referred to as an "Optionee". Any person
who is the owner of an Option is referred to as a "Holder".

3.5       As used in this Plan,
the term "Related Corporation" shall mean any corporation (other than the
Corporation) that is a "Parent Corporation" of the Corporation or "Subsidiary
Corporation" of the Corporation, as those terms are defined in Sections 424(e)
and 424(f), respectively, of the Code (or any successor provisions) and the
regulations thereunder (as amended from time to time).

4.         
STOCK

4.1       The Plan Administrator
is authorized to grant Options to acquire up to a total of 3,000,000 Common
Shares. The number of Common Shares with respect to which Options may be granted
hereunder is subject to adjustment as set forth in Section 5.1(m) hereof. In the
event that any outstanding Option expires or is terminated for any reason, the
Common Shares allocable to the unexercised portion of such Option may again be
subject to an Option granted to the same Optionee or to a different person
eligible under Section 3 of this Plan; provided however, that any cancelled
Options will be counted against the maximum number of shares with respect to
which Options may be granted to any particular person as set forth in Section
5.1(a) hereof.

5.          TERMS
AND CONDITIONS OF OPTIONS

5.1       Each Option granted
under this Plan shall be evidenced by a written agreement approved by the Plan
Administrator (each, an "Agreement"). Agreements may contain such provisions,
not inconsistent with this Plan or any Applicable Laws, as the Plan
Administrator in its discretion may deem advisable. All Options also shall
comply with the following requirements:

(a)       Number of Shares and
Type of Option

Each Agreement shall state the number of Common Shares to which
it pertains and whether the Option is intended to be an Incentive Stock Option
or a Non-Qualified Stock Option; provided that:

(i)      
the number of Common Shares that may be reserved pursuant to the exercise of
Options granted to any person shall not exceed 10% of the issued and outstanding
Common Shares of the Corporation;

(ii)       in the absence of action
to the contrary by the Plan Administrator in connection with the grant of an
Option, all Options shall be Non-Qualified Stock Options;

(iii)       the aggregate fair
market value (determined at the Date of Grant, as defined below) of the Common
Shares with respect to which Incentive Stock Options are exercisable for the
first time by the Optionee during any calendar year (granted under this Plan and
all other Incentive Stock Option plans of the Corporation, a Related Corporation





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or a predecessor corporation) shall not
exceed U.S.$100,000, or such other limit as may be prescribed by the Code as it
may be amended from time to time (the "Annual Limit"); and

(iv)       any portion of an Option
which exceeds the Annual Limit shall not be void but rather shall be a
Non-Qualified Stock Option.

(b)       Date of Grant

Each Agreement shall state the date the Plan Administrator has
deemed to be the effective date of the Option for purposes of this Plan (the
"Date of Grant").

(c)       Option Price

Each Agreement shall state the price per Common Share at which
it is exercisable. The Plan Administrator shall act in good faith to establish
the exercise price in accordance with Applicable Laws; provided that:

(i)      
the per share exercise price for an Incentive Stock Option or any Option granted
to a "covered employee" as such term is defined for purposes of Section 162(m)
of the Code shall not be less than the fair market value per Common Share at the
Date of Grant as determined by the Plan Administrator in good faith; 

(ii)       with respect to Incentive
Stock Options granted to greater-than-ten percent (>10%) shareholders of the
Corporation (as determined with reference to Section 424(d) of the Code), the
exercise price per share shall not be less than one hundred ten percent (110%)
of the fair market value per Common Share at the Date of Grant as determined by
the Plan Administrator in good faith; and

(iii)       Options granted in
substitution for outstanding options of another corporation in connection with
the merger, consolidation, acquisition of property or stock or other
reorganization involving such other corporation and the Corporation or any
subsidiary of the Corporation may be granted with an exercise price equal to the
exercise price for the substituted option of the other corporation, subject to
any adjustment consistent with the terms of the transaction pursuant to which
the substitution is to occur, and provided that for Incentive Stock Options:

A.      
the excess of the aggregate fair market value of the shares subject to the
option immediately after the substitution over the aggregate exercise price of
such shares is not more than the excess of the aggregate fair market value of
all shares subject to the option immediately before such substitution over the
aggregate exercise price of such shares, and

B.      
the substituted option does not give the employee additional benefits which he
did not have under the previously held Option; and




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(iv)       with respect to
Non-Qualified Stock Options, the exercise price per share shall be the fair
market value of the Common Shares as determined by the Plan Administrator in
good faith.

(d)       Duration of Options

At the time of the grant of the Option, the Plan Administrator
shall designate, subject to Section 5.1(g) below, the expiration date of the
Option, which date shall not be later than ten (10) years from the Date of
Grant; provided, that the expiration date of any Incentive Stock Option
granted to a greater-than-ten percent (>10%) shareholder of the Corporation
(as determined with reference to Section 424(d) of the Code) shall not be later
than five (5) years from the Date of Grant. In the absence of action to the
contrary by the Plan Administrator in connection with the grant of a particular
Option, and except in the case of Incentive Stock Options as described above,
all Options granted under this Section 5 shall expire ten (10) years from the
Date of Grant.

(e)       Vesting Schedule

No Option shall be exercisable until it has vested. The vesting
schedule for each Option shall be specified by the Plan Administrator at the
time of grant of the Option prior to the provision of services with respect to
which such Option is granted; provided, that if no vesting schedule is
specified at the time of grant, the Option shall vest according to the following
schedule:


	Number of Years 	 Percentage of Total 
	Following
      Date of Grant 	Option Vested 
	One 	25% 
	Two 	50% 
	Three 	75% 
	Four 	100% 



The Plan Administrator may specify a
vesting schedule for all or any portion of an Option based on the achievement of
performance objectives established in advance of the commencement by the
Optionee of services related to the achievement of the performance objectives.
Performance objectives shall be expressed in terms of objective criteria,
including but not limited to, one or more of the following: return on equity,
return on assets, share price, market share, sales, earnings per share, costs,
net earnings, net worth, inventories, cash and cash equivalents, gross margin or
the Corporation's performance relative to its internal business plan.
Performance objectives may be in respect of the performance of the Corporation
as a whole (whether on a consolidated or unconsolidated basis), a Related
Corporation, or a subdivision, operating unit, product or product line of either
of the foregoing. Performance objectives may be absolute or relative and may be
expressed in terms 




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of a progression or a range. An Option
that is exercisable (in full or in part) upon the achievement of one or more
performance objectives may be exercised only following written notice to the
Optionee and the Corporation by the Plan Administrator that the performance
objective has been achieved.

(f)       Acceleration of
Vesting

The vesting of one or more outstanding Options may be
accelerated by the Plan Administrator at such times and in such amounts as it
shall determine in its sole discretion.

(g)       Term of Option

(i)      
Vested Options shall terminate, to the extent not previously exercised, upon the
occurrence of the first of the following events:

A.      
the expiration of the Option, as designated by the Plan Administrator in
accordance with Section 5.1(d) above;

B.      
the date of an Optionee's termination of employment or contractual relationship
with the Corporation or any Related Corporation for cause (as determined by the
Plan Administrator, acting reasonably);

C.      
the expiration of three (3) months from the date of an Optionee's termination of
employment or contractual relationship with the Corporation or any Related
Corporation for any reason whatsoever other than cause, death or Disability (as
defined below) unless, in the case of a Non-Qualified Stock Option, the exercise
period is extended by the Plan Administrator until a date not later than the
expiration date of the Option; or

D.      
the expiration of one year (1) from termination of an Optionee's employment or
contractual relationship by reason of death or Disability (as defined below)
unless, in the case of a Non-Qualified Stock Option, the exercise period is
extended by the Plan Administrator until a date not later than the expiration
date of the Option.

(ii)       Notwithstanding Section
5.1(g)(i) above, any vested Options which have been granted to the Optionee in
the Optionee's capacity as a director of the Corporation or any Related
Corporation shall terminate upon the occurrence of the first of the following
events:

A.      
the event specified in Section 5.1(g)(i)A above;

B.      
the event specified in Section 5.1(g)(i)D above; and

C.      
the expiration of three (3) months from the date the Optionee ceases to serve as
a director of the Corporation or Related Corporation, as the case may be unless,
in the case of a Non-Qualified Stock Option, the exercise period is 




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extended by the Plan Administrator
until a date not later than the expiration date of the Option.

(iii)       Upon the death of an
Optionee, any vested Options held by the Optionee shall be exercisable only by
the person or persons to whom such Optionee's rights under such Option shall
pass by the Optionee's will or by the laws of descent and distribution of the
Optionee's domicile at the time of death and only until such Options terminate
as provided above.

(iv)       For purposes of the Plan,
unless otherwise defined in the Agreement, "Disability" shall mean medically
determinable physical or mental impairment which has lasted or can be expected
to last for a continuous period of not less than four (4) months or that can be
expected to result in death. The Plan Administrator shall determine whether an
Optionee has incurred a Disability on the basis of medical evidence acceptable
to the Plan Administrator. Upon making a determination of Disability, the Plan
Administrator shall, for purposes of the Plan, determine the date of an
Optionee's termination of employment or contractual relationship.

(v)      
Unvested Options shall terminate immediately upon termination of employment of
the Optionee by the Corporation for any reason whatsoever, including death or
Disability, unless:

(i)       accelerated in accordance
with Section 5.1(f) above; or

(ii)       the Corporation grants
acceleration rights to the Holder in an Agreement, whereby, upon a Change of
Control Event, as defined below, all of the unvested Options shall immediately
vest. For the purposes of this Section, "Change of Control Event" means the
occurrence of any one of the events set out in (A) to (C): (A) the acquisition,
other than from the Corporation, by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934 (the "Exchange Act")) of beneficial ownership of 20% or more of either
the then outstanding shares of common stock of the Corporation or the combined
voting power of the then outstanding voting securities of the Corporation
entitled to vote generally in the election of directors, (B) the approval by the
stockholders of the Corporation of a reorganization, merger or consolidation of
the Corporation in which the individuals and entities who were the respective
beneficial owners of the common stock and voting securities of the Corporation
immediately prior to such reorganization, merger or consolidation do not,
following such reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such reorganization, merger
or consolidation, or (C) a liquidation or dissolution of the Corporation or of
the sale or other disposition of all or substantially all of the assets of the
Corporation.




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(vi)       For purposes of this
Plan, transfer of employment between or among the Corporation and/or any Related
Corporation shall not be deemed to constitute a termination of employment with
the Corporation or any Related Corporation. Employment shall be deemed to
continue while the Optionee is on military leave, sick leave or other bona
fide leave of absence (as determined by the Plan Administrator). The
foregoing notwithstanding, employment shall not be deemed to continue beyond the
first ninety (90) days of such leave, unless the Optionee's re-employment rights
are guaranteed by statute or by contract.

(h)       Exercise of Options

(i)      
Options shall be exercisable, in full or in part, at any time after vesting,
until termination. If less than all of the Common Shares included in the vested
portion of any Option are purchased, the remainder may be purchased at any
subsequent time prior to the expiration of the Option term. Only whole Common
Shares may be issued pursuant to an Option, and to the extent that an Option
covers less than one (1) share, it is unexercisable.

(ii)       Options or portions
thereof may be exercised by giving written notice to the Corporation, which
notice shall specify the number of Common Shares to be purchased, and be
accompanied by payment in the amount of the aggregate exercise price for the
Common Shares so purchased, which payment shall be in the form specified in
Section 5.1(i) below. The Corporation shall not be obligated to issue, transfer
or deliver a certificate representing Common Shares to the Holder of any Option,
until provision has been made by the Holder, to the satisfaction of the
Corporation, for the payment of the aggregate exercise price for all Common
Shares for which the Option shall have been exercised and for satisfaction of
any tax withholding obligations associated with such exercise. During the
lifetime of an Optionee, Options are exercisable only by the Optionee.

(i)       Payment upon Exercise
of Option

Upon the exercise of any Option, the aggregate exercise price
shall be paid to the Corporation in cash or by certified or cashier's check. In
addition, if pre-approved in writing by the Plan Administrator who may
arbitrarily withhold consent, the Holder may pay for all or any portion of the
aggregate exercise price by complying with one or more of the following
alternatives:

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

(ii)       by complying with any
other payment mechanism approved by the Plan Administrator at the time of
exercise.

(j)       No Rights as a
Shareholder




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A Holder shall have no rights as a shareholder of the
Corporation with respect to any Common Shares covered by an Option until such
Holder becomes a record holder of such Common Shares, irrespective of whether
such Holder has given notice of exercise. Subject to the provisions of Section
5.1(m) hereof, no rights shall accrue to a Holder and no adjustments shall be
made on account of dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights declared on, or
created in, the Common Shares for which the record date is prior to the date the
Holder becomes a record holder of the Common Shares covered by the Option,
irrespective of whether such Holder has given notice of exercise.

(k)       Non-transferability of
Options

(i)      
Options granted under this Plan and the rights and privileges conferred by this
Plan may not be transferred, assigned, pledged or hypothecated in any manner
(whether by operation of law or otherwise) other than by will or by applicable
laws of descent and distribution or, in the case of a Non-Qualified Stock
Option, pursuant to a qualified domestic relations order, and shall not be
subject to execution, attachment or similar process; provided however that,
subject to applicable laws:

A.      
for Non-Qualified Stock Options, any Agreement may provide or be amended to
provide that a Non-Qualified Stock Option to which it relates is transferable
without payment of consideration to immediate family members of the Optionee or
to trusts or partnerships or limited liability companies established exclusively
for the benefit of the Optionee and the Optionee's immediate family members;
or

B.      
for all Options, the Optionee's heirs or administrators may exercise any portion
of the outstanding Options within one year of the Optionee's death.

(ii)       Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of any Option or of
any right or privilege conferred by this Plan contrary to the provisions hereof,
or upon the sale, levy or any attachment or similar process upon the rights and
privileges conferred by this Plan, such Option shall thereupon terminate and
become null and void.

(l)       Securities Regulation
and Tax Withholding

(i)      
Common Shares shall not be issued with respect to an Option unless the exercise
of such Option and the issuance and delivery of such Common Shares shall comply
with all Applicable Laws, and such issuance shall be further subject to the
approval of counsel for the Corporation with respect to such compliance,
including the availability of an exemption from prospectus and registration
requirements for the issuance and sale of such Common Shares. The inability of
the Corporation to obtain from any regulatory body the authority deemed by the
Corporation to be necessary for the lawful issuance and sale of any Common
Shares under this Plan, or the unavailability of an exemption from prospectus
and registration requirements for the issuance and sale of any Common Shares
under this Plan, shall relieve the Corporation of any liability with respect to
the non-issuance or sale of such Common Shares.




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(ii)       As a condition to the
exercise of an Option, the Plan Administrator may require the Holder to
represent and warrant in writing at the time of such exercise that the Common
Shares are being purchased only for investment and without any then-present
intention to sell or distribute such Common Shares. If necessary under
Applicable Laws, the Plan Administrator may cause a stop-transfer order against
such Common Shares to be placed on the stock books and records of the
Corporation, and a legend indicating that the Common Shares may not be pledged,
sold or otherwise transferred unless an opinion of counsel is provided stating
that such transfer is not in violation of any Applicable Laws, may be stamped on
the certificates representing such Common Shares in order to assure an exemption
from registration. The Plan Administrator also may require such other
documentation as may from time to time be necessary to comply with applicable
securities laws. THE CORPORATION HAS NO OBLIGATION TO UNDERTAKE REGISTRATION OF
OPTIONS OR THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF OPTIONS.

(iii)       The Holder shall pay to
the Corporation by certified or cashier's check, promptly upon exercise of an
Option or, if later, the date that the amount of such obligations becomes
determinable, all applicable federal, state, local and foreign withholding taxes
that the Plan Administrator, in its discretion, determines to result upon
exercise of an Option or from a transfer or other disposition of Common Shares
acquired upon exercise of an Option or otherwise related to an Option or Common
Shares acquired in connection with an Option. Upon approval of the Plan
Administrator, a Holder may satisfy such obligation by complying with one or
more of the following alternatives selected by the Plan Administrator:

A.      
by delivering to the Corporation Common Shares previously held by such Holder or
by the Corporation withholding Common Shares otherwise deliverable pursuant to
the exercise of the Option, which Common Shares received or withheld shall have
a fair market value at the date of exercise (as determined by the Plan
Administrator) equal to any withholding tax obligations arising as a result of
such exercise, transfer or other disposition; or

B.      
by complying with any other payment mechanism approved by the Plan Administrator
from time to time.

(iv)       The issuance, transfer or
delivery of certificates representing Common Shares pursuant to the exercise of
Options may be delayed, at the discretion of the Plan Administrator, until the
Plan Administrator is satisfied that the applicable requirements of all
Applicable Laws and the withholding provisions of the Code have been met and
that the Holder has paid or otherwise satisfied any withholding tax obligation
as described in Section 5.1(l)(iii) above.

(m)       Adjustments Upon
Changes In Capitalization

(i)      
The aggregate number and class of shares for which Options may be granted under
this Plan, the number and class of shares covered by each outstanding Option,
and the exercise price per share thereof (but not the total price), and each
such Option, shall 




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all be proportionately adjusted for any
increase or decrease in the number of issued Common Shares of the Corporation
resulting from:

A.      
a subdivision or consolidation of Common Shares or any like capital adjustment,
or

B.      
the issuance of any Common Shares, or securities exchangeable for or convertible
into Common Shares, to the holders of all or substantially all of the
outstanding Common Shares by way of a stock dividend (other than the issue of
Common Shares, or securities exchangeable for or convertible into Common Shares,
to holders of Common Shares pursuant to their exercise of options to receive
dividends in the form of Common Shares, or securities convertible into Common
Shares, in lieu of dividends paid in the ordinary course on the Common
Shares).

(ii)       Except as provided in
Section 5.1(m)(iii) hereof, upon a merger (other than a merger of the
Corporation in which the holders of Common Shares immediately prior to the
merger have the same proportionate ownership of common shares in the surviving
corporation immediately after the merger), consolidation, acquisition of
property or stock, separation, reorganization (other than a mere
re-incorporation or the creation of a holding Corporation) or liquidation of the
Corporation, as a result of which the shareholders of the Corporation, receive
cash, shares or other property in exchange for or in connection with their
Common Shares, any Option granted hereunder shall terminate, but the Holder
shall have the right to exercise such Holder's Option immediately prior to any
such merger, consolidation, acquisition of property or shares, separation,
reorganization or liquidation, and to be treated as a shareholder of record for
the purposes thereof, to the extent the vesting requirements set forth in the
Option agreement have been satisfied.

(iii)       If the shareholders of
the Corporation receive shares in the capital of another corporation ("Exchange
Shares") in exchange for their Common Shares in any transaction involving a
merger (other than a merger of the Corporation in which the holders of Common
Shares immediately prior to the merger have the same proportionate ownership of
Common Shares in the surviving corporation immediately after the merger),
consolidation, acquisition of property or shares, separation or reorganization
(other than a mere re-incorporation or the creation of a holding Corporation),
all Options granted hereunder shall be converted into options to purchase
Exchange Shares unless the Corporation and the corporation issuing the Exchange
Shares, in their sole discretion, determine that any or all such Options granted
hereunder shall not be converted into options to purchase Exchange Shares but
instead shall terminate in accordance with, and subject to the Holder's right to
exercise the Holder's Options pursuant to, the provisions of Section 5.1(m)(ii)
.. The amount and price of converted options shall be determined by adjusting the
amount and price of the Options granted hereunder in the same proportion as used
for determining the number of Exchange Shares the holders of the Common Shares
receive in such merger, consolidation, acquisition or property or stock,
separation or reorganization. Unless accelerated by the Board, the vesting
schedule set forth in the option agreement shall continue to apply to the
options granted for the Exchange Shares.




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(iv)       In the event of any
adjustment in the number of Common Shares covered by any Option, any fractional
shares resulting from such adjustment shall be disregarded and each such Option
shall cover only the number of full shares resulting from such adjustment.

(v)      
All adjustments pursuant to Section 5.1(m) shall be made by the Plan
Administrator, and its determination as to what adjustments shall be made, and
the extent thereof, shall be final, binding and conclusive.

(vi)       The grant of an Option
shall not affect in any way the right or power of the Corporation to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure, to merge, consolidate or dissolve, to liquidate or to sell
or transfer all or any part of its business or assets.

6.         
EFFECTIVE DATE; AMENDMENT; SHAREHOLDER APPROVAL

6.1       Options may be granted
by the Plan Administrator from time to time on or after the date on which this
Plan is adopted by the Board (the "Effective Date").

6.2       Unless sooner
terminated by the Board, this Plan shall terminate on the tenth anniversary of
the Effective Date. No Option may be granted after such termination or during
any suspension of this Plan.

6.3       Any Incentive Stock
Options granted by the Plan Administrator prior to the ratification of this Plan
by the shareholders of the Corporation shall be granted subject to approval of
this Plan by the holders of a majority of the Corporation's outstanding voting
shares, voting either in person or by proxy at a duly held shareholders' meeting
within twelve (12) months before or after the Effective Date. If such
shareholder approval is sought and not obtained, all Incentive Stock Options
granted prior thereto and thereafter shall be considered Non-Qualified Stock
Options and any Options granted to Employees will not be eligible for the
exclusion set forth in Section 162(m) of the Code with respect to the
deductibility by the Corporation of certain compensation.

7.          NO
OBLIGATIONS TO EXERCISE OPTION

7.1       The grant of an Option
shall impose no obligation upon the Optionee to exercise such Option.

8.          NO
RIGHT TO OPTIONS OR TO EMPLOYMENT

8.1       Whether or not any
Options are to be granted under this Plan shall be exclusively within the
discretion of the Plan Administrator, and nothing contained in this Plan shall
be construed as giving any person any right to participate under this Plan. The
grant of an Option shall in no way constitute any form of agreement or
understanding binding on the Corporation or any Related Corporation, express or
implied, that the Corporation or any Related Corporation will employ or contract
with an Optionee for any length of time, nor shall it interfere in any way with
the Corporation's or, where applicable, a Related Corporation's right to
terminate Optionee's employment at any time, which right is hereby reserved.




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9.         
APPLICATION OF FUNDS

9.1       The proceeds received
by the Corporation from the sale of Common Shares issued upon the exercise of
Options shall be used for general corporate purposes, unless otherwise directed
by the Board.

10.         
INDEMNIFICATION OF PLAN ADMINISTRATOR

10.1       In addition to all
other rights of indemnification they may have as members of the Board, members
of the Plan Administrator shall be indemnified by the Corporation for all
reasonable expenses and liabilities of any type or nature, including attorneys'
fees, incurred in connection with any action, suit or proceeding to which they
or any of them are a party by reason of, or in connection with, this Plan or any
Option granted under this Plan, and against all amounts paid by them in
settlement thereof (provided that such settlement is approved by independent
legal counsel selected by the Corporation), except to the extent that such
expenses relate to matters for which it is adjudged that such Plan Administrator
member is liable for willful misconduct; provided, that within fifteen (15) days
after the institution of any such action, suit or proceeding, the Plan
Administrator member involved therein shall, in writing, notify the Corporation
of such action, suit or proceeding, so that the Corporation may have the
opportunity to make appropriate arrangements to prosecute or defend the
same.

11.        
 AMENDMENT OF PLAN

11.1       The Plan Administrator
may, at any time, modify, amend or terminate this Plan or modify or amend
Options granted under this Plan, including, without limitation, such
modifications or amendments as are necessary to maintain compliance with the
Applicable Laws. The Plan Administrator may condition the effectiveness of any
such amendment on the receipt of shareholder approval at such time and in such
manner as the Plan Administrator may consider necessary for the Corporation to
comply with or to avail the Corporation and/or the Optionees of the benefits of
any securities, tax, market listing or other administrative or regulatory
requirements.

Effective Date: October 31, 2007