Platinum Group Metals Ltd.: Exhibit 4.1 - Filed by newsfilecorp.com






PLATINUM GROUP METALS LTD. 
(the “Company”)

INCENTIVE STOCK OPTION PLAN 

	1. 	
      Objectives



The Plan is intended as an incentive to enable the Company to:


	 	(a) 	
      attract and retain qualified directors, officers,
      employees and consultants of the Company and its Affiliates,

	 	 	 
	 	(b) 	
      promote a proprietary interest in the Company and its
      Affiliates among its employees, officers, directors and consultants,
      and

	 	 	 
	 	(c) 	
      stimulate the active interest of such persons in the
      development and financial success of the Company and its
  Affiliates.




	2. 	
      Definitions



As used in the Plan, the terms set forth below shall have the
following respective meanings: 

“Affiliate” has the meaning ascribed thereto in the
Securities Act, as amended from time to time; 

“Associate” has the meaning ascribed thereto in the
Securities Act, as amended from time to time; 

“Board” means the board of directors of the Company;


“Committee” means a committee of the Board that the
Board may, in accordance with subsection 3.1, designate to administer the Plan;


“Consultant” shall have the meaning set forth in the
National Instrument 45-106, as may be amended or superseded from time to time;


“Company” means Platinum Group Metals Ltd., a company
subsisting under the Business Corporations Act (British Columbia), and
its successor corporations; 

“Director” means a member of the Board; 

“Employees” means “employees” as defined in National
Instrument 45-106, as may be amended or superseded from time to time; 

“Insider” in relation to the Company means (a) an
insider as defined under the Securities Act, other than a person who falls
within that definition solely by virtue of being a director or Senior Officer of
a subsidiary of the Company, and (b) an Associate of any person who is an
Insider by virtue of (a); 




- 2 - 

“Investor Relations Activities” means any activities
that promote or could reasonably be expected to promote the purchase or sale of
securities of the Company, as permitted by the Securities Act and the TSX; 

“Management Company Employee” means an Employee who is
employed by a person providing management services to the Company or an
Affiliate of the Company (not including promotional or investor relations
services); 

“Non-Employee Director” means a director of the Company
or of an Affiliate of the Company who is not an Employee or a Senior Officer;


“Option” means an option to purchase Shares granted
under or subject to the terms of the Plan; 

“Option Agreement” means a written agreement between the
Company and an Optionee that sets forth the terms, conditions and limitations
applicable to an Option; 

“Option Period” means the period for which an Option is
granted; 

“Optioned Shares” means the Shares for which an Option
is or may become exercisable; 

“Optionee” means a person to whom an Option has been
granted under the terms of the Plan or who holds an Option that is otherwise
subject to the terms of the Plan; 

“Outstanding Issue”, for the purposes of the Plan, is
determined on the basis of the number of Shares that are outstanding immediately
prior to the Share issuance or Option grant in question, excluding Shares issued
pursuant to the exercise of the Options or under the Company’s other share
compensation arrangements during the one-year period preceding the
determination; 

“Plan” means this Incentive Stock Option Plan of the
Company; 

“Securities Act” means the Securities Act
(British Columbia), as amended from time to time; 

“Senior Officer” has the meaning ascribed thereto in the
Securities Act; 

“Shares” means common shares without par value in the
capital stock of the Company as the same is presently constituted; and 

“TSX” means the Toronto Stock Exchange or, if the Common
Shares are not then listed and posted for trading on the Toronto Stock Exchange,
on such senior stock exchange on which such shares are listed and posted for
trading as may be selected for such purpose by the Board. 

	3. 	
      Administration of the
Plan




	3.1 	
      The Plan will be administered by a Committee of two or
      more Directors who may be designated from time to time to serve as the
      Committee for the Plan, all of the sitting members of which shall be
      current Directors. Notwithstanding the existence of any such Committee,
      the Board itself will retain independent and concurrent power to undertake
      any action hereunder delegated to the Committee, whether with
      respect to the Plan as a whole or with respect to individual Options
  granted or to be granted under the Plan.








- 3 - 

	3.2 	
      Subject to the limitations of the Plan, the Committee
      shall have full power to grant Options, to determine the terms,
      limitations, restrictions and conditions respecting such Options and to
      settle, execute and deliver Option Agreements and bind the Company
      accordingly, to interpret the Plan and to adopt such rules, regulations
      and guidelines for carrying out the Plan as it may deem necessary or
      proper and to reserve, allot, fix the price of and issue Shares pursuant
      to the grant and exercise of Options, all of which powers shall be
      exercised in the best interests of the Company and in keeping with the
      objectives of the Plan.

	 	 
	3.3 	
      Notwithstanding any provision of this Plan, the Committee
      may, in its discretion grant Options as it sees fit, or otherwise,
      accelerate the vesting or exercisability of any Option, eliminate or make
      less restrictive any restrictions contained in an Option, waive any
      restriction or other provision of the Plan or an Option or otherwise amend
      or modify an Option in any manner that is
either:





	 	(a) 	
      not adverse to the Optionee holding such Option;
  or

	 	 	 
	 	(b) 	
      consented to by such
Optionee;




		
      and, subject to any required approvals of any stock
      exchange or regulatory body having jurisdiction over the securities of the
      Company, provide for the extension of the Option Period of an outstanding
      Option.

	 	 
	3.4 	
      The Committee may correct any defect or supply any
      omission or reconcile any inconsistency in the Plan or in any Option in
      the manner and to the extent the Committee deems necessary or desirable to
      carry it into effect. Any decision of the Committee in the interpretation
      and administration of the Plan shall lie within its absolute discretion
      and shall be final, conclusive and binding on all parties concerned. No
      member of the Committee shall be liable for anything done or omitted to be
      done by such member, by any other member of the Committee or by any
      officer of the Company, in connection with the performance of any duties
      under the Plan, except those which arise from such member’s own wilful
      misconduct or as expressly provided by statute.

	 	 
	3.5 	
      The Company shall pay all administrative costs of the
      Plan.




	4. 	
      Eligibility for
Options




	4.1 	
      Options may be granted to Employees, Senior Officers,
      Directors, Non-Employee Directors, Management Company Employees, and
      Consultants of the Company and its Affiliates who are, in the opinion of
      the Committee, in a position to contribute to the success of the Company
      or any of its Affiliates or who, by virtue of their service to the Company
      or any predecessors thereof or to any of its Affiliates, are in the
      opinion of the Committee, worthy of special recognition. Except as may be
      otherwise set out in this Plan, the granting of Options is entirely
      discretionary. Nothing in this Plan shall be deemed to give any person any
      right to participate in this Plan or to be granted an Option and the
      designation of any Optionee in any year or at any time shall not require the
      designation of such person to receive an Option in any other year or at
      any other time. The Committee shall consider such factors as it deems
      pertinent in selecting participants and in determining the amounts and
  terms of their respective Options.








- 4 - 

	4.2 	
      If an Optionee who is granted an Option is an Employee,
      Management Company Employee or Consultant of the Company or any of its
      Affiliates, the Option Agreement pertaining to such Option shall contain a
      representation by both the Company and the Optionee that the Optionee is a
      bona fide Employee, Management Company Employee or Consultant of the
      Company or its Affiliates.

	 	 
	4.3 	
      Subject to the acceptance of this Plan for filing by the
      TSX, any options over securities of the Company previously granted by the
      Company which remain outstanding as at January 14, 2003, will be deemed to
      have been issued under and will be governed by the terms of the Plan
      provided that, in the event of inconsistency between the terms of the
      agreements governing such options previously granted and the terms of the
      Plan, the terms of such agreements shall govern. Any Shares issuable upon
      exercise of such options granted previously will be included for the
      purpose of calculating the amounts set out in subsection 5.1
  hereof.

	 	 
	4.4 	
      Subject to any applicable regulatory approvals, Options
      may also be granted under the Plan in exchange for outstanding options
      granted by the Company or any predecessor Company thereof or any Affiliate
      thereof, whether such outstanding options were granted under the Plan,
      under any other stock option plan of the Company or any predecessor
      Company or any Affiliate thereof, or under any stock option agreement with
      the Company or any predecessor Company or Affiliate thereof.

	 	 
	4.5 	
      Subject to any applicable regulatory approvals, Options
      may also be granted under the Plan in substitution for outstanding options
      of one or more other companies in connection with a plan of arrangement or
      exchange, amalgamation, merger, consolidation, acquisition of property or
      shares, or other reorganization between or involving such other companies
      the Company or any of its Affiliates.





	5. 	
      Number of Shares Reserved under the
  Plan




	5.1 	
      The number of Shares that may be reserved for issuance
      under the Plan, is limited as follows:




	 	(a) 	
      the maximum aggregate number of Shares which may be
      reserved for issuance at any particular time pursuant to the exercise of
      Options granted under the Plan shall be a maximum of TEN (10%) PERCENT of
      the number of issued and outstanding Shares from time to time (including
      Shares issuable upon the exercise of outstanding stock options as at
      January 14, 2003, referred to in subsection 4.3 hereof), provided
    that:




	 	(i) 	
      if any Shares covered by an Option subject to the Plan
      are forfeited, or if an Option has expired, terminated or been cancelled
      for any reason whatsoever (other than by reason of exercise which are
      automatically reloaded and available for future option grants), then the
      maximum number of Shares for which Options may be granted hereunder shall be increased
      by the number of Shares which were the subject of such forfeited, expired,
  terminated or cancelled Option;








- 5 - 

	 	(ii) 	
      such maximum number of Shares shall be appropriately
      adjusted in the event of any subdivision or consolidation of the Shares;
      and





	 	(b) 	
      if and for so long as the Shares are listed on the
      TSX:




	 	(i) 	
      the maximum aggregate number of Shares that may be
      reserved under the Plan or other share compensation arrangements of the
      Company for issuance to Insiders shall not exceed ten (10%) percent of the
      issued and outstanding number of Shares, unless disinterested shareholder
      approval has been received in accordance with the rules and policies of
      the TSX ;

	 	 	 
	 	(ii) 	
      the number of shares issued to Insiders (together with
      any shares issued to Insiders pursuant to any other share compensation
      arrangements of the Company) within a twelve (12) month period must not
      exceed 10% of the issued and outstanding number of Shares, unless
      disinterested shareholder approval has been received in accordance with
      the rules and policies of the TSX;

	 	 	 
	 	(iii) 	
      the maximum aggregate number of Shares that may be
      reserved under the Plan or other share compensation arrangements of the
      Company for issuance to any one Consultant in any twelve (12) month period
      shall not exceed two (2%) percent of the issued and outstanding number of
      Shares, and

	 	 	 
	 	(iv) 	
      the maximum aggregate number of Shares that may be
      reserved under the Plan or other share compensation arrangements of the
      Company for issuance to persons employed in Investor Relations Activities
      shall not exceed, in any twelve (12) month period, two (2%) percent of the
      issued and outstanding number of Shares at the time of
  grant.




	6. 	
      Number of Optioned Shares per
  Option




	6.1 	
      Unless the Plan has been approved by the security holders
      who are not Insiders of the Company, the total number of Shares reserved
      for issuance to any one individual pursuant to Options or any other share
      compensation arrangements of the Company in any twelve (12) month period
      shall not exceed five (5%) percent of the number of issued and outstanding
      Shares from time to time.

	 	 
	6.2 	
      Subject always to the limitations in subsections 5.1 and
      6.1, the number of Optioned Shares under an Option shall be determined by
      the Committee, in its discretion, at the time such Option is granted,
      taking into consideration the Optionee’s present and potential
      contribution to the success of the Company and taking into account all
      other Options then held by such Optionee.







- 6 - 

	7. 	
      Price




	7.1 	
      The exercise price per Optioned Share under an Option
      shall be determined by the Committee, in its discretion, at the time such
      Option is granted, but such price shall be fixed in compliance with the
      applicable provisions of the TSX Corporate Finance Manual in force at the
      time of grant and, in any event, shall not be less than the closing price
      of the Shares on the TSX on the trading day immediately preceding the day
      on which the Option is granted (provided that if there are no trades on
      such day then the last closing price within the preceding ten trading days
      will be used, and if there are no trades within such ten-day period, then
      the simple average of the bid and ask prices on the trading day
      immediately preceding the day of grant will be used). The exercise price
      at which, and the number of optioned securities for which, an outstanding
      Option may be exercised following a subdivision or consolidation of the
      Shares shall be subject to adjustment in accordance with section
  11.




	8. 	
      Option Period and Exercise of
  Options




	8.1 	
      The Option Period for an Option shall be determined by
      the Committee at the time the Option is granted and may be up to ten (10)
      years from the date the Option is granted. At the time an Option is
      granted, the Committee may determine that, with respect to that Option,
      upon the occurrence of one of the events described in subsection 10.1
      there shall come into force a time limit for exercise of such Option which
      is different than the Option Period, and in the event of such a
      determination, the Option Agreement for such Option shall contain
      provisions which specify the events and time limits related to that
      determination. Subject to the applicable maximum Option Period provided
      for in this subsection 8.1 and subject to applicable regulatory
      requirements and approvals, the Committee may extend the Option Period of
      an outstanding Option beyond its original expiration date, (whether or not
      such Option is held by an Insider). In addition, the following
      restrictions shall apply:




	 	(a) 	
      Options granted to any Optionee who is a Director,
      Employee, Consultant or Management Company Employee must expire within
      ninety (90) days after the Optionee ceases to be in at least one of those
      categories; and

	 	 	 
	 	(b) 	
      Options granted to an Optionee who is engaged in Investor
      Relations Activities must expire within thirty (30) days after the
      optionee ceases to be employed to provide Investor Relations
      Activities.




	8.2 	
      The Committee may determine when any Option will become
      exercisable and may determine that the Option shall be exercisable in
      installments.

	 	 
	8.3 	
      If there is a takeover bid or tender offer made for all
      or any of the issued and outstanding Shares, then the Board may, in its
      sole and absolute discretion and if permitted by applicable legislation,
      unilaterally determine that outstanding Options, whether fully vested and
      exercisable or subject to vesting provisions or other limitations on
      exercise, shall be conditionally exercisable in full to enable the
      Optioned Shares subject to such Options to be conditionally issued and
      tendered to such bid or offer, subject to the condition that if the bid or
      offer is not duly completed the exercise of such Options and the issue of
      such Shares will be rescinded and nullified and the Options, including any
      vesting provisions or other limitations on exercise which were in effect
  will be re-instated.








- 7 - 

	8.4 	
      The vested portions of Options will be exercisable, in
      whole or in part, at any time after vesting. If an Option is exercised for
      fewer than all of the Optioned Shares for which the Option has then
      vested, the Option shall remain in force and exercisable for the remaining
      Optioned Shares for which the Option has then vested, according to the
      terms of such Option.

	 	 
	8.5 	
      The exercise of any Option will be contingent upon
      receipt by the Company of payment in full for the exercise price of the
      Shares being purchased in cash by way of certified cheque, bank draft, or
      other means of payment acceptable to the Company. Neither an Optionee nor
      the legal representatives, legatees or distributees of such Optionee will
      be, or will be deemed to be, a holder of any Shares subject to an Option
      under the Plan unless and until certificates for such Shares are issuable
      to the Optionee or such other persons pursuant to the Option or the
      Plan.





	9. 	
      Stock Option Agreement




	9.1 	
      Upon the grant of an Option to an Optionee, the Company
      and the Optionee shall enter into an Option Agreement setting out the
      number of Optioned Shares subject to the Option, the Option Period and, if
      applicable, the vesting schedule for the Option, and incorporating the
      terms and conditions of the Plan and any other requirements of regulatory
      authorities and stock exchanges having jurisdiction over the securities of
      the Company, together with such other terms and conditions as the
      Committee may determine in accordance with the
Plan.




	10. 	
      Effect of Termination of Employment or
  Death




	10.1 	
      An outstanding Option shall remain in full force and
      effect and exercisable according to its terms for the Option Period
      notwithstanding that the holder of such Option ceases to be a Director,
      Employee, Senior Officer or Consultant of the Company for any reason,
      including death, subject always to any express term in any Option
      Agreement made pursuant to subsection 8.1 which provides that upon the
      occurrence of one of such events there shall come into force a time limit
      for exercise of such Option which is different than the Option Period. So
      long as the Shares are listed on the TSX (unless otherwise permitted by
      the TSX) the maximum period within which the heirs or administrators of a
      deceased Optionee may exercise any portion of an outstanding Option is one
      (1) year from the date of death or the balance of the Option Period, which
      ever is earlier.

	 	 
	10.2 	
      In the event of the death of an Optionee, an Option which
      remains exercisable may be exercised in accordance with its terms by the
      person or persons to whom such Optionee’s rights under the Option shall
      have passed under the Optionee’s will or pursuant to
law.




	11. 	
      Adjustment in Shares Subject to the
  Plan




	11.1 	
      Following the date an Option is granted, the exercise
      price for and the number of Optioned Shares which are subject to an Option
      will be adjusted, with respect to the then
unexercised portion thereof, by the Committee from time to time (on
      the basis of such advice as the Committee considers appropriate,
      including, if considered appropriate by the Committee, a certificate of
      the auditor of the Company) in the events and in accordance with the
      provisions and rules set out in this section 11, with the intent that the
      rights of Optionees under their Options are, to the extent possible,
      preserved notwithstanding the occurrence of such events. The Committee
      will conclusively determine any dispute that arises at any time with
      respect to any adjustment pursuant to such provisions and rules, and any
      such determination will be binding on the Company, the Optionee and all
  other affected parties.








- 8 - 

	11.2 	
      The number of Optioned Shares to be issued on the
      exercise of an Option shall be adjusted from time to time to account for
      each dividend of Shares (other than a dividend in lieu of cash dividends
      paid in the ordinary course), so that upon exercise of the Option for an
      Optioned Share the Optionee shall receive, in addition to such Optioned
      Share, an additional number of Shares (“Additional Shares”), at no further
      cost, to adjust for each such dividend of Shares. The adjustment shall
      take into account every dividend of Shares that occurs between the date of
      the grant of the Option and the date of exercise of the Option for such
      Optioned Share. If there has been more than one such dividend, the
      adjustment shall also take into account that the dividends that are later
      in time would have been distributed not only on the Optioned Share had it
      been outstanding, but also on all Additional Shares which would have been
      outstanding as a result of previous dividends.

	 	 
	11.3 	
      If the outstanding Shares are changed into or exchanged
      for a different number of shares or into or for other securities of the
      Company or securities of another Company or entity, whether through an
      arrangement, amalgamation or other similar procedure or otherwise, or a
      share recapitalization, subdivision or consolidation, then on each
      exercise of the Option which occurs following such events, for each
      Optioned Share for which the Option is exercised, the Optionee shall
      instead receive the number and kind of shares or other securities of the
      Company or other Company into which such Option Share would have been
      changed or for which such Option Share would have been exchanged if it had
      been outstanding on the date of such event.

	 	 
	11.4 	
      If the outstanding Shares are changed into or exchanged
      for a different number of shares or into or for other securities of the
      Company or securities of another Company or entity, in a manner other than
      as specified in subsections 11.2 or 11.3, then the Committee, in its sole
      discretion, may make such adjustment to the securities to be issued
      pursuant to any exercise of the Option and the exercise price to be paid
      for each such security following such event as the Committee in its sole
      and absolute discretion determines to be equitable to give effect to the
      principle described in subsection 11.1, and such adjustments shall be
      effective and binding upon the Company and the Optionee for all
      purposes.

	 	 
	11.5 	
      If the Company distributes, by way of a dividend or
      otherwise, to all or substantially all holders of Shares, property,
      evidences of indebtedness or shares or other securities of the Company
      (other than Shares) or rights, options or warrants to acquire Shares or
      securities convertible into or exchangeable for Shares or other securities
      or property of the Company, other than as a dividend in the ordinary
      course, then, if the Committee, in its sole discretion, determines that
      such action equitably requires an adjustment in the exercise price under
      any outstanding Option or in the number(s) of Optioned Shares
      subject to any such Option, or both, such adjustment may be made by the
      Committee and shall be effective and binding on the Company and the
      Optionee for all purposes.








- 9 - 

	11.6 	
      No adjustment or substitution provided for in this
      section 11 shall require the Company to issue a fractional share in
      respect of any Option. Fractional shares shall be eliminated.

	 	 
	11.7 	
      The grant or existence of an Option shall not in any way
      limit or restrict the right or power of the Company to effect adjustments,
      reclassifications, reorganizations, arrangements or changes of its capital
      or business structure, or to amalgamate, merge, consolidate, dissolve or
      liquidate, or to sell or transfer all or any part of its business or
      assets.





	12. 	
      Non-Assignability




	12.1 	
      Neither the Options nor the benefits and rights of any
      Optionee under any Option or under the Plan shall be assignable or
      otherwise transferable, except as specifically provided in subsection 10.2
      in the event of the death of the Optionee. During the lifetime of the
      Optionee, all such Options, benefits and rights may only be exercised by
      the Optionee.




	13. 	
      Employment




	13.1 	
      Nothing contained in the Plan shall confer upon any
      Optionee, or any person employing a Management Company Optionee, any right
      with respect to employment or continuance of employment with, or the
      provision of services to, the Company or any of its Affiliates, or
      interfere in any way with the right of the Company or any of its
      Affiliates to terminate the Optionee’s employment or the services of any
      such person at any time. Participation in the Plan by an Optionee is
      voluntary.




	14. 	
      Regulatory Acceptances




	14.1 	
      The Plan is subject to the acceptance of the Plan for
      filing by the TSX, and the Committee is authorized to amend the Plan from
      time to time in order to comply with any changes required from time to
      time by such applicable regulatory authorities, whether as conditions to
      the acceptance for filing of the Plan or otherwise, provided that no such
      amendment will in any way derogate from the rights held by Optionees
      holding Options (vested or unvested) at the time thereof without the
      consent of such Optionees.

	 	 
	14.2 	
      The obligation of the Company to issue and deliver
      Optioned Shares pursuant to the exercise of any Options granted under the
      Plan is subject to the acceptance of the Plan for filing by the TSX. If
      any Shares cannot be issued to any Optionee for any reason, including,
      without limitation, the failure to obtain such acceptance for filing, then
      the obligation of the Company to issue such Optioned Shares shall
      terminate and any amounts paid to the Company for such Optioned Shares
      shall be returned to the Optionee forthwith without interest or
      deduction.







- 10 - 

	15. 	
      Securities Regulation and Tax
  Withholding




	15.1 	
      Where necessary to enable the Company to use an exemption
      from requirements to register Optioned Shares or file a prospectus or use
      a registered dealer to distribute Optioned Shares under securities laws
      applicable to the securities of the Company in any jurisdiction, an
      Optionee, upon the acquisition of any Optioned Shares by the exercise of
      Options and as a condition to such exercise, shall provide to the
      Committee such evidence as the Committee requires to demonstrate that the
      Optionee or recipient will acquire such Optioned Shares with investment
      intent (i.e. for investment purposes) and not with a view to their
      distribution, including an undertaking to that effect in a form acceptable
      to the Committee. The Committee may cause a legend or legends to be placed
      upon any certificates for the Optioned Shares to make appropriate
      reference to applicable resale restrictions, and the Optionee or recipient
      shall be bound by such restrictions. The Committee also may take such
      other action or require such other action or agreement by such Optionee or
      proposed recipient as may from time to time be necessary to comply with
      applicable securities laws. This provision shall in no way obligate the
      Company to undertake the registration or qualification of any Options or
      the Option Shares under any securities laws applicable to the securities
      of the Company.

	 	 
	15.2 	
      For all purposes of the Plan, the Committee and the
      Company may take all such measures as they deem appropriate or necessary
      to comply with applicable laws, including income tax laws and securities
      laws and regulations, as well as the rules of regulatory authorities
      having jurisdiction over the Company or in respect of the securities of
      the Company. Without limitation to the foregoing, the Committee and the
      Company may withhold and remit to tax authorities such sums which might
      otherwise be due or accruing due by the Company to an Optionee, if such
      withholding and remittance are required under applicable income tax laws
      in connection with the grant or exercise of the Optionee’s
  Options.

	 	 
	15.3 	
      Issuance, transfer or delivery of certificates for
      Optioned Shares acquired pursuant to the Plan may be delayed, at the
      discretion of the Committee, until the Committee is satisfied that the
      requirements of applicable laws and regulations, and applicable rules of
      regulatory authorities, have been met.




	16. 	
      Amendment and Termination of
Plan




	16.1 	
      Subject to the policies, rules and regulations of any
      lawful authority having jurisdiction (including the TSX), the Board may,
      at any time, without further action by its shareholders, amend the Plan or
      any Option granted hereunder in such respects as it may consider advisable
      and, without limiting the generality of the foregoing, it may do so
    to:




	 	(i) 	
      ensure that the Options granted hereunder will comply
      with any provisions respecting stock options in the income tax and other
      laws in force in any country or jurisdiction of which a Participant to
      whom an Option has been granted may from time to time be resident or a
      citizen;

	 	 	 
	 	(ii) 	
      make amendments of an administrative
  nature;







- 11 - 

	 	(iii) 	
      change vesting provisions of an Option or the
  Plan;

	 	 	 
	 	(iv) 	
      change termination provisions of an Option provided that
      the expiry date does not extend beyond the original expiry date;

	 	 	 
	 	(v) 	
      reduce the exercise price of an Option for an Optionee
      who is not an Insider;

	 	 	 
	 	(vi) 	
      make any amendments required to comply with applicable
      laws or TSX requirements; and

	 	 	 
	 	(vii) 	
      make any other amendments which are approved by the
      TSX.




	16.2 	
      No Common Shares shall be issued under any amendment to
      this Plan unless and until the amended Plan has been approved by the
      TSX.

	 	 
	16.3 	
      The Plan may be abandoned or terminated in whole or in
      part at any time by the Board, except with respect to any Option then
      outstanding under the Plan.

	 	 
	16.4 	
      The Board may not, however, without the consent of the
      Optionee, alter or impair any of the rights or obligations under an Option
      theretofore granted.”




	17. 	
      No Representation or
Warranty




	17.1 	
      The Company makes no representation or warranty as to the
      future market value of any Shares or Optioned
Shares.




	18. 	
      General Provisions




	18.1 	
      Nothing contained in the Plan shall prevent the Company
      or any of its Affiliates from adopting or continuing in effect other
      compensation arrangements (subject to shareholder approval if such
      approval is required by TSX) and such arrangements may be either generally
      applicable or applicable only in specific cases.

	 	 
	18.2 	
      The validity, construction and effect of the Plan, the
      grants of Options, the issue of Option Shares, any rules and regulations
      relating to the Plan any Option Agreement, and all determinations made and
      actions taken pursuant to the Plan, shall be governed by and determined in
      accordance with the laws of the Province of British Columbia and the laws
      of Canada applicable therein.

	 	 
	18.3 	
      If any provision of the Plan or any Option Agreement is
      or becomes or is deemed to be invalid, illegal or unenforceable in any
      jurisdiction or as to any person or Option, or would disqualify the Plan
      or any Option under any law deemed applicable by the Committee, such
      provision shall be construed or deemed amended to conform to the
      applicable laws, or if it cannot be construed or deemed amended without,
      in the determination of the Committee, materially altering the intent of
      the Plan or the Option, such provision shall be stricken as to such
      jurisdiction, person, or Option and the remainder of the Plan and any such
      Option Agreement shall remain in full force and
effect.







- 12 - 

	18.4 	
      Neither the Plan nor any Option shall create or be
      construed to create a trust or separate fund of any kind or a fiduciary
      relationship between the Company or any of its Affiliates and an Optionee
      or any other person.

	 	 
	18.5 	
      Headings are given to the sections of the Plan solely as
      a convenience to facilitate reference. Such headings shall not be deemed
      in any way material or relevant to the construction or interpretation of
      the Plan or any provision thereof.




	19. 	
      Term of the Plan




	19.1 	
      The Plan shall be effective as of January 14, 2003,
      subject to its approval by the shareholders of the Company and acceptance
      for filing by the TSX pursuant to section 14.

	 	 
	19.2 	
      In accordance with TSX policies, every three (3) years
      all unallocated options under the Plan must be approved by: (i) a majority
      of the Company’s directors and (ii) the Company’s shareholders at a duly
      called meeting. If such shareholder approval is not obtained, all
      unallocated Options will be cancelled and the Company will not be
      permitted to make further grants of Options until such shareholder
      approval is obtained. Unless otherwise expressly provided in the Plan or
      in an applicable Option Agreement, the Option Period for any Option
      granted hereunder will, and any authority of the Board to amend, alter,
      adjust, suspend, discontinue or terminate any such Option or to waive any
      conditions or rights under any such Option shall, continue after
      termination of the Plan or any earlier termination date of the Plan,
      notwithstanding such termination.