Arkanova Energy Corp.: Exhibit 4.5 - Filed by newsfilecorp.com






ARKANOVAENERGY CORPORATION 
2008 AMENDED STOCK OPTION
PLAN

     This 2008 Amended Stock Option
Plan (the "Plan") provides for the grant of options to acquire common shares
(the "Common Shares") in the capital of Arkanova Energy Corporation, 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 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.




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




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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 5,000,000 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 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




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(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 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.




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




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(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 twelve (12) 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) Unless accelerated in accordance
with Section 5.1(f) above, unvested Options shall terminate immediately upon
termination of employment of the Optionee by the Corporation for any reason
whatsoever, including death or Disability.

(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.




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(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

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




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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.

(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:




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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 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.




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(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.

(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.




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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.

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




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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: November 14, 2008