**Exhibit 4.63**

 

**SCHEDULE A**

 

**DRAXIS HEALTH INC.**

 

 

**2006 STOCK OPTION PLAN**

 

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**TABLEOF CONTENTS**

 
| ARTICLE 1 -  PURPOSE OF THE PLAN |                                                      | 1      |
|----------------------------------|-----------------------------------------------------------|--------|
|                             |                                                      |   |
| 1.01                             | Purpose                                                   | 1      |
|                             |                                                      |   |
| ARTICLE 2 -  INTERPRETATION      |                                                      | 1      |
|                             |                                                      |   |
| 2.01                             | Definitions                                               | 1      |
| 2.02                             | Extended Meanings                                         | 3      |
|                             |                                                      |   |
| ARTICLE 3 -  GRANT OF OPTIONS    |                                                      | 3      |
|                             |                                                      |   |
| 3.01                             | Authority of Board                                        | 3      |
| 3.02                             | Shares Reserved                                           | 4      |
| 3.03                             | Eligibility                                               | 4      |
| 3.04                             | Limits with Respect to Insiders                           | 4      |
|                             |                                                      |   |
| ARTICLE 4 -  TERMS OF OPTIONS    |                                                      | 5      |
|                             |                                                      |   |
| 4.01                             | Option Agreement                                          | 5      |
| 4.02                             | Exercise Price                                            | 5      |
| 4.03                             | Time of Exercise                                          | 5      |
| 4.04                             | Expiry Date                                               | 5      |
| 4.05                             | Early Expiry                                              | 6      |
| 4.06                             | Non-Assignable                                            | 6      |
| 4.07                             | No Rights as Shareholder or to  Remain an Eligible Person | 7      |
| 4.08                             | Adjustments to Common Shares                              | 7      |
|                             |                                                      |   |
| ARTICLE 5 -  EXERCISE OF OPTIONS |                                                      | 8      |
|                             |                                                      |   |
| 5.01                             | Manner of Exercise                                        | 8      |
| 5.02                             | Delivery of Share Certificate                             | 8      |
| 5.03                             | Withholding                                               | 8      |
|                             |                                                      |   |
| ARTICLE 6 -  ADMINISTRATION      |                                                      | 8      |
|                             |                                                      |   |
| 6.01                             | Administration                                            | 8      |
| 6.02                             | Amendment or Discontinuation                              | 9      |
| 6.03                             | Compliance with Laws and Stock  Exchange Rules            | 9      |
|                                  |                                                           |        |  |  |  |  |  |  |

** **

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**ARTICLE 1 - PURPOSE OF THE PLAN**

 

1.01         **Purpose**

 

The purpose of the DRAXIS Health Inc. 2006Stock Option Plan is to assist and encourage directors, officers and employeesof the Corporation and its Subsidiaries to work towards and participate in thegrowth and development of the Corporation and its Subsidiaries by providing suchpersons with the opportunity, through stock options, to acquire an ownershipinterest in the Corporation.

 

**ARTICLE 2 - INTERPRETATION**

 

2.01         **Definitions**

 

In this Plan:

 

“**Board**” meansthe board of directors of the Corporation.

 

“**Cause**” includes:

 

(a)                                  the continued failure by theOptionholder to substantially perform his or her duties in connection with hisor her employment by, or service to, the Corporation (other than as a result ofphysical or mental illness) after the Corporation has given the Optionholderreasonable written notice of such failure and a reasonable opportunity tocorrect it;

 

(b)                                 the engaging by theOptionholder in any act which is injurious to the Corporation or its reputationfinancially or otherwise;

 

(c)                                  the engaging by the Optionholderin any act resulting or intended to result, directly or indirectly, in personalgain to the Optionholder at the expense of the Corporation;

 

(d)                                 the conviction of theOptionholder by a court of competent jurisdiction on any charge involvingfraud, theft or moral turpitude by the Optionholder in connection with thebusiness of the Corporation; or

 

(e)                                  any other conduct thatconstitutes cause at common law, “serious reason” within the meaning of the *Civil Code of Québec*, or “good and sufficient cause” or “seriousreason” as such terms are interpreted from time to time by the jurisprudence ofthe Province of Québec.

 

“**Change of Control**” includes:

 

(a)                                  the acquisition by any personsacting jointly or in concert (as determined by the *SecuritiesAct* (Ontario)), whether directly or indirectly, of voting securitiesof the Corporation which, together with all other voting securities of theCorporation

 

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held by such persons, constitute in the aggregate morethan 20% of all outstanding voting securities of the Corporation;

 

(b)                                 an amalgamation, arrangementor other form of business combination of the Corporation with anothercorporation which results in the holders of voting securities of that othercorporation holding, in the aggregate, more than 20% of all outstanding votingsecurities of the Corporation resulting from the business combination; or

 

(c)                                  the sale, transfer, lease orexchange of 50% or more of the property of the Corporation to another person orcorporation, other than in the ordinary course of business of the Corporation,or to a Subsidiary.

 

“**Common Shares**”means common shares of the Corporation.

 

“**Corporation**”means DRAXIS Health Inc. and any successor corporation thereto.

 

“**Date of Termination**”means the actual date of termination of (i) the office of the Optionholderor (ii) the employment of the Optionholder, as applicable, and does notinclude any period during which the Optionholder is in receipt of or iseligible to receive any statutory, contractual or common law notice orcompensation in lieu thereof or severance payments following the actual date oftermination or resignation.

 

“**Eligible Person**”means any director, officer or employee of the Corporation or any Subsidiary.

 

“**Exercise Price**”means the price per Common Share at which Common Shares may be subscribed forby an Optionholder pursuant to a particular Option Agreement.

 

“**Expiry Date**”means the date after which a particular Option can no longer be exercised,subject to amendment in accordance with the terms hereof, provided that if theExpiry Date of any vested Option falls on, or within nine (9) trading daysimmediately following, a date upon which such Eligible Person is prohibitedfrom exercising such Option due to a black-out period or other tradingrestriction imposed by the Corporation, then the Expiry Date of such Optionshall be automatically extended to the tenth (10th) trading dayfollowing the date the relevant black-out period or other trading restrictionimposed by the Corporation is lifted, terminated or removed.

 

“**Grant Date**”means the date on which an Option is granted, which date may be on or, ifdetermined by the Board at the time of grant, after the date that the Boardresolves to grant the Option.

 

“**Insider**” means:

 

(a)                                  an insider as defined in the *Securities Act* (Ontario), other than a person who fallswithin that definition solely by virtue of being a director or senior officerof a Subsidiary; and

 

 

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(b)                                 an associate, as defined inthe *Securities Act* (Ontario), of any personwho is an insider by virtue of (a) above.

 

“**Notice of Exercise**”means a notice, substantially in the form of the notice set out in Schedule B,from an Optionholder to the Corporation giving notice of the exercise orpartial exercise of an Option previously granted to the Optionholder.

 

“**Option**” meansan option to purchase Common Shares granted to an Eligible Person pursuant tothe terms of the Plan.

 

“**Option Agreement**”means an agreement, substantially in the form of the agreement set out in ScheduleA to this Plan, between the Corporation and an Eligible Person setting out theterms of an Option granted to the Eligible Person.

 

“**Optioned Shares**”means the Common Shares that may be subscribed for by an Optionholder pursuantto an Option Agreement.

 

“**Optionholder**”means an Eligible Person to whom an Option has been granted.

 

“**Plan**” means theDRAXIS Health Inc. 2006 Stock Option Plan, as amended from time to time.

 

“**Share CompensationArrangement**” means any stock option, stock option plan, employee stockpurchase plan or any other compensation or incentive mechanism involving theissuance or potential issuance of Common Shares, including a share purchasefrom treasury which is financially assisted by the Corporation by way of aloan, guarantee or otherwise.

 

“**Subsidiary**” hasthe meaning attributed thereto in the *Securities Act*(Ontario).

 

2.02         **Extended Meanings**

 

In this Plan, words importing the singularnumber only include the plural and *vice versa*,words importing any gender include all genders and words importing personsinclude individuals, corporations, limited and unlimited liability companies,general and unlimited partnerships, associations, trusts, incorporatedorganizations, joint ventures and governmental authorities.

 

**ARTICLE 3 - GRANT OF OPTIONS**

 

3.01         **Authority of Board**

 

Subject to the limitations of the Plan, theBoard has the authority:

 

(a)                                  to determine which EligiblePersons are to be granted Options and to grant Options to those EligiblePersons;

 

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(b)                                 to determine the terms of suchOptions; and

 

(c)                                  to prescribe the form ofOption Agreement and Notice of Exercise with respect to a particular Option, ifother than substantially as set forth in Schedules A and B to this Plan.

 

3.02         **Shares Reserved**

 

(1)           The maximum number of Common Sharesthat may be reserved for issuance pursuant to Options granted under the Plan is1,500,000.

 

(2)           The maximum number of Common Sharesthat may be reserved for issuance to any one Eligible Person pursuant to Optionsgranted under the Plan is 5% of the number of Common Shares outstanding at thetime of reservation.

 

(3)           Any Common Shares subject to anOption that expires or terminates without having been fully exercised may bemade the subject of a further Option.  Nofractional Common Shares may be issued under the Plan.

 

3.03         **Eligibility**

 

Options may be granted by the Board to anyEligible Person, subject to the limitations set forth in Sections 3.02(2) and3.04, prior to his or her Date of Termination.

 

3.04         **Limits with Respect to Insiders**

 

(1)           The maximum number of Common Sharesthat may be reserved for issuance to Insiders pursuant to Options granted underthe Plan and any other Share Compensation Arrangement is 10% of the number ofCommon Shares outstanding.

 

(2)           The maximum number of Common Sharesthat may be issued to Insiders under the Plan and any other Share CompensationArrangement within a one-year period is 10% of the number of Common Sharesoutstanding.

 

(3)           The maximum number of Common Sharesthat may be issued to any one Insider (and such Insider’s associates, asdefined in the *Securities Act*(Ontario)) underthe Plan and any other Share Compensation Arrangement within a one-year periodis 5% of the number of Common Shares outstanding.

 

(4)           For the purposes of Sections 3.04(2) and(3) above, the number of Common Shares outstanding is to be determined onthe basis of the number of Common Shares outstanding at the time of thereservation or issuance, as the case may be, excluding Common Shares issued underthe Plan or under any other Share Compensation Arrangement over the precedingone-year period.

 

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**ARTICLE 4 - TERMS OF OPTIONS**

 

4.01         **Option Agreement**

 

As soon as practicable following the grantof an Option, the Corporation will deliver to the Optionholder an OptionAgreement dated the Grant Date, containing the terms of the Option and executedby the Corporation, and upon delivery to the Corporation of the OptionAgreement executed by the Optionholder such Optionholder will be a participantin the Plan and have the right to purchase the Optioned Shares on the terms setout in the Option Agreement and the Plan.

 

4.02         **Exercise Price**

 

The Exercise Price of Common Shares subjectto an Option will be determined by the Board at the time of grant and will notbe less than the market price of the Common Shares at the Grant Date,calculated as the closing price of a board lot of the Common Shares on TheToronto Stock Exchange on the last trading day immediately preceding the GrantDate or, if the Common Shares did not trade on such last trading day, theaverage, rounded up to the nearest cent, of the bid and ask prices for a boardlot of the Common Shares at the close of trading on such last trading day.  For the purposes of this Section 4.02,if the Option is granted after the close of trading on any particular GrantDate, the “trading day preceding the Grant Date” will be deemed to be the GrantDate.

 

4.03         **Time of Exercise**

 

(1)           Subject to Section 4.04, theBoard shall determine at the time of grant the date or dates on which Optionswill be exercisable.  The Board maydetermine after the Grant Date that a particular Option will be exercisable inwhole or in part on earlier dates for any reason.

 

(2)           Notwithstanding anything herein tothe contrary, if there occurs a Change of Control at any time when an Optiongranted under the Plan remains unvested with respect to any Optioned Shares,such unvested portion will vest and become fully exercisable, as to all theOptioned Shares in respect of which such Option was not previously exercisable,by the Optionee at any time up to and including a date 30 days following theconsummation of such Change of Control.

 

(3)           Notwithstanding the provisions ofSections 4.03(1) and (2), no unvested portion of an Option will vestas a result of a Change in Control that occurs after the Date of Termination ofan Optionholder.

 

4.04         **Expiry Date**

 

The Expiry Date of an Option will be tenyears after the Grant Date, subject to

 

(a)                                  the right of the Board todetermine at the time of grant that a particular Option will have a shorterterm; and

 

(b)                                 the provisions of Section 4.05relating to early expiry.

 

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4.05                           **EarlyExpiry**

 

An Option will expire before its ExpiryDate in the following events and manner:

 

(a)                                  if an Optionholder dies, onlythe portion of the Option that is exercisable at the date of death of theOptionholder may be exercised by the personal representatives of theOptionholder during the period ending 6 months after the death of theOptionholder or such later date as the Board may approve, after which periodall Options terminate;

 

(b)                                 if an Optionholder resigns hisor her office or employment (other than as provided for in Section 4.05(e)),only the portion of the Option that is exercisable at the date of resignationmay be exercised by the Optionholder during the period ending 30 daysafter the date of resignation or such later date as the Board may approve,after which period all Options terminate;

 

(c)                                  if an Optionholder isterminated without Cause, including a constructive dismissal, only the portionof the Option that is exercisable at the Date of Termination may be exercisedby the Optionholder during the period ending 30 days after the Date ofTermination or such later date as the Board may approve, after which period allOptions terminate;

 

(d)                                 if an Optionholder attains themandatory retirement age established by the Corporation from time to time or anOptionholder’s employment  or serviceceases due to permanent disability, only the portion of the Option that isexercisable at the date of retirement or cessation may be exercised by theOptionholder during the period ending 6 months after the date ofretirement or cessation or such later date as the Board may approve, afterwhich period all Options terminate; and

 

(e)                                  unless the Board determinesotherwise, an Option will expire immediately upon the Optionholder ceasing tobe an Eligible Person as a result of being dismissed from his or her office oremployment for Cause, including where an Eligible Person resigns his or heroffice or employment after being requested to do so by the Corporation as analternative to being dismissed by the Corporation for Cause

 

subject in all cases to the earlierexpiration of an Option on its applicable Expiry Date.

 

4.06                           **Non-Assignable**

 

Except as provided in Section 4.05(a),an Option may be exercised only by the Optionholder and is not assignable inlaw or in equity, and any purported assignment is void and of no force andeffect whatsoever.

 

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4.07**                          ****No Rightsas Shareholder or to Remain an Eligible Person**

 

(1)**                                 **An Optionholder will only haverights as a shareholder of the Corporation with respect to Optioned Shares thatthe Optionholder acquires through the exercise of an Option in accordance withits terms.

 

(2)**                                 **Nothing in this Plan or in anyOption Agreement will confer on any Optionholder any right to remain as adirector, officer or employee of the Corporation or any Subsidiary.

 

4.08**                          ****Adjustmentsto Common Shares**

 

(1)**                                 **The number of Common Sharesdelivered to an Optionholder upon exercise of an Option will be adjusted asdetermined by the Board in the following events and manner, subject to theright of the Board to make such additional or other adjustments as areappropriate in the circumstances:

 

(a)                                  upon a subdivision of theCommon Shares into a greater number of Common Shares, a consolidation of theCommon Shares into a lesser number of Common Shares or the issue of a stockdividend to holders of the Common Shares (other than dividends in the ordinarycourse), the Corporation will deliver upon the exercise of an Option, inaddition to or in lieu of the number of Optioned Shares in respect of which theright to purchase is being exercised and without the Optionholder making anyadditional payment, such greater or lesser number of Common Shares as resultsfrom the subdivision, consolidation or stock dividend;

 

(b)                                 upon the distribution by theCorporation to holders of the Common Shares of shares of any class (whether ofthe Corporation or another corporation, but other than Common Shares), rights,options or warrants, evidences of indebtedness or cash (other than dividends inthe ordinary course), other securities or other assets, the Corporation willdeliver upon exercise of an Option, in addition to the number of OptionedShares in respect of which the right to purchase is being exercised and withoutthe Optionholder making any additional payment, such other securities, evidenceof indebtedness or assets as result from such distribution; and

 

(c)                                  upon a capital reorganization,reclassification or change of the Common Shares, a consolidation, amalgamation,arrangement or other form of business combination of the Corporation withanother corporation or a sale, lease or exchange of all or substantially all ofthe assets of the Corporation, the Corporation will deliver upon exercise of anOption, in lieu of the Optioned Shares in respect of which the right topurchase is being exercised, the kind and amount of shares or other securitiesor assets as result from such event.

 

The purpose of such adjustments is toensure that any Optionholder exercising an Option after any such event will bein the same position as such Optionholder would have been in if he or she hadexercised the Option prior to such event.

 

(2)**                                 **An adjustment will take effectat the time of the event giving rise to the adjustment, and the adjustmentsprovided for in this Section are cumulative.

 

 

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(3)**                                 **The Corporation will not berequired to issue fractional Common Shares or other securities under the Planand any fractional interest in a Common Share or other security that wouldotherwise be delivered upon the exercise of an Option will be cancelled.

 

**ARTICLE 5 - EXERCISE OF OPTIONS**

 

5.01**                          ****Manner ofExercise**

 

An Optionholder (or the personalrepresentatives of a deceased Optionholder) who wishes to exercise an Optionmay do so by delivering the following to the Corporation on or before theExpiry Date of the Option:

 

(a)                                  a completed Notice ofExercise; and

 

(b)                                 a cheque (which need not be acertified cheque) or bank draft payable to the Corporation for the aggregateExercise Price for the Optioned Shares being acquired.

 

If the Optionholder is deceased, thepersonal representatives of the Optionholder must also deliver to theCorporation evidence of their status to represent the Optionholder.

 

In no event shall the Corporation providefinancing to an Optionholder (or personal representative of a deceasedOptionholder) for the purpose of the exercise of Options.

 

5.02**                          ****Deliveryof Share Certificate**

 

As soon as practicable after receipt of theNotice of Exercise and payment in full for the Optioned Shares being acquired,the Corporation will direct its transfer agent to issue a certificate in thename of the Optionholder (or, if deceased, the Optionholder’s estate) for thenumber of Optioned Shares purchased by the Optionholder (or the Optionholder’sestate), which will be issued as fully paid and non-assessable Common Shares.

 

5.03**                          ****Withholding**

 

The Corporation will withhold taxes to theextent required by applicable law in respect of any amounts under this Plan.

 

**ARTICLE 6- ADMINISTRATION**

 

6.01**                          ****Administration**

 

(1)**                                 **The Plan will be administeredby the Board or, if determined by the Board, by the Human Resources andCompensation Committee of the Board.  Ifthe Human Resources and Compensation Committee is granted the authority toadminister the Plan, all references in this Plan to the Board will be deemed tobe references to the Human Resources and Compensation Committee.

 

 

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(2)**                                 **The Board may interpret thePlan and determine all questions arising out of the Plan and any Option grantedpursuant to the Plan, which interpretations and determinations will beconclusive and binding on the Corporation and all other affected persons.

 

6.02**                          ****Amendmentor Discontinuation**

 

The Board reserves the right, in its solediscretion, to amend, suspend or terminate the Plan or any portion thereof atany time, in accordance with applicable legislation, without obtaining theapproval of shareholders.  Any amendmentto any provision of the Plan will be subject to any required regulatory orshareholder approval.

 

Notwithstanding the foregoing, theCorporation will be required to obtain the approval of the shareholders of theCorporation for any amendment related to:

 

a)                                      the maximum number of Shares reserved forissuance under the Plan (and under any other share compensation arrangements ofthe Corporation);

b)                                     a reduction in the Exercise Price forOptions;

c)                                      an extension to the term of Options held;and

d)                                     the increase in the 10% limits on grants toInsiders set out in Section 3.04(1) of the Plan and any shareholderapproval required in respect of an amendment to increase such limits shallexclude the votes attaching to the Common Shares, if any, held by Participantswho are Insiders.

 

6.03**                          ****Compliancewith Laws and Stock Exchange Rules**

 

The Plan, the grant and exercise of Optionsunder the Plan and the Corporation’s obligation to issue Common Shares onexercise of Options will be subject to all applicable federal, provincial andforeign laws, rules and regulations and the rules of any stockexchange on which the Common Shares are listed for trading.  No Option will be granted and no CommonShares will be issued under the Plan where such grant or issue would requireregistration of the Plan or of such Common Shares under the securities laws ofany foreign jurisdiction and any purported grant of any Option or issue ofCommon Shares in violation of this provision will be void.  Common Shares issued to Optionholderspursuant to the exercise of Options may be subject to limitations on sale orresale under applicable securities laws.

 

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** **

**SCHEDULE A - FORM OFOPTION AGREEMENT**

** **

**DRAXIS HEALTHINC. 2006 STOCK OPTION PLAN**

** **

**OPTIONAGREEMENT**

** **

This Option Agreement is entered intobetween DRAXIS Health Inc. (the “Corporation”) and the Optionholder named belowpursuant to the DRAXIS Health Inc. 2006 Stock Option Plan (the “Plan”) andconfirms that:

 
| (a)        |       | on                                                                                             |                                                                            | (the  “GrantDate”);        |
|------------|------------|------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------|
|       |       |                                                                                           |
| (b)        |       |                                                                                           | (the  “Optionholder”);                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       |                                                                                           |
| (c)        |       | was  granted a non-assignable option to purchase                                               |
| ** ** |       | Common Shares (the “Optioned Shares”) of  the Corporation, exercisable as to l% on l |
| ** ** | ** ** | **[NTD: Insert vesting  information]**;                                                        |
|       |       |                                                                                           |
| (d)        |       | at a price (the “Exercise Price”) of $                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                         | per  Common Share; and               |
|       |       |                                                                                           |
| (e)        |       | for a  term expiring at 5:00 p.m., Toronto time, on                                       |                                                                                                                                                                                                                             |  (the “Expiry Date”); |
|            |            |                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                      |  |  |  |

 

all on the terms and subject to theconditions set out in the Plan.  Bysigning this agreement, the Optionholder acknowledges that he or she has readand understands the Plan and accepts the Options in accordance with the  terms of the Plan.  Optionholder also acknowledges that, if theOptionholder is an insider of the Corporation (“Insider Optionee”) he or sheshall be responsible to file all insider reports required to be filed by him orher related to the grant of the Options and any exercise thereof.  Said reports must be filed within the timeperiods imposed by the applicable securities regulator for said filings.  The Insider Optionee who does not file his orher insider reports within the required delays shall be responsible for thepayment of any fine levied against him or her due to said late filing.

 

The Exercise Form required to becompleted by the Optionholder for the exercise of the options is attached.

 

IN WITNESS WHEREOF the Corporation and theOptionholder have executed the Option Agreement as of ·, 200·.

 
|                       |   | **DRAXIS HEALTH INC.** |
|----------------------------|--------|------------------------|
|                       |   |                   |
|                       | By:    |                   |
|                       |   |                   |
|                       |   |                   |
| Name  of Optionholder      |   |                   |
|                       |   |                   |
|                       |   |                   |
| Signature  of Optionholder |   |                   |

 

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** **

**SCHEDULE B - FORM OFNOTICE OF EXERCISE**

** **

**DRAXIS HEALTHINC.2006 STOCK OPTION PLAN**

** **

**NOTICE OFEXERCISE**

 
| TO:                                                                                                                                                                      | DRAXIS  Health Inc.

16751  Trans-Canada Highway

Kirkland,  Québec

H9H  4J4                                                                                                                                                               |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                     |                                                                                                                                                                                                                                             |
|                                                                                                                                                                     | Attention:                                                                                                                                                                                                                                       | Secretary |
|                                                                                                                                                                     |                                                                                                                                                                                                                                             |
| Reference is made to the Option Agreement  made as of                                                                                                                    |                                          | 200·, between DRAXIS Health Inc.  (the |
| “Corporation”) and the Optionholder named  below.  The Optionholder hereby  exercises the Option to purchase Common Shares of the Corporation as follows: |
|                                                                                                                                                                     |                                                                                                                                                                                                                                             |
|                                                                                                                                                                     |                                                                                                                                                                                                                                             |
|                                                                                                                                                                     |                                                                                                                                                                                                                                             |
|                                                                                                                                                                          |                                                                                                                                                                                                                                                  |  |  |  |

 

 
|   | Number  of Optioned Shares for which Option being exercised:                                                                                                                                    |  ·               |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------|
|   |                                                                                                                                                                                            |                       |
|   | Exercise  Price per Common Share:                                                                                                                                                               | $·                    |
|   |                                                                                                                                                                                            |                       |
|   | Total  Exercise Price (in the form of a cheque which need not be a certified cheque)  or bank draft tendered with this Notice of Exercise):                                                     | $·                    |
|   |                                                                                                                                                                                            |                       |
|   | Name  of Optionholder as it is to appear on share certificate                                                                                                                                   |  ·               |
|   |                                                                                                                                                                                            |                       |
|   | Address  of Optionholder as it is to appear on the register of Common Shares of the  Corporation and to which a certificate representing the Common Shares being  purchased is to be delivered: |                       |
|   |                                                                                                                                                                                            |                       |
|   | Dated                                                                                                                                                                                           |                       |   |   |
|   |                                                                                                                                                                                            | Name  of Optionholder      |
|   |                                                                                                                                                                                            |                       |
|   |                                                                                                                                                                                            |                       |
|   |                                                                                                                                                                                            | Signature  of Optionholder |
|        |                                                                                                                                                                                                 |                            |  |  |

 

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