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EXHIBIT 4.4    
    


 
 

OLYMPIC RESOURCES LTD.    
    
    AMENDED FIXED NUMBER STOCK OPTION PLAN    
    


        This amended fixed number stock option plan (the "Plan") is adopted in consideration of services rendered and to
be rendered by key personnel to Olympic Resources Ltd., its subsidiaries and affiliates. 


        1.    Definitions.    


        The
terms used in this Plan shall, unless otherwise indicated or required by the particular context, have the following meanings: 



	Board:	 	The Board of Directors of Olympic Resources Ltd.
	

Common Stock:	
 	

The no par value common stock of Olympic Resources Ltd.
	

Company:	
 	

Olympic Resources Ltd., a corporation continued under the laws of the State of Wyoming, and any successors in interest by merger, operation of law, assignment or purchase of all or substantially all of the property, assets or business of the
Company.
	

Date of Grant:	
 	

The date on which an Option (see hereinbelow) is granted under the Plan.
	

Fair Market Value:	
 	

The Fair Market Value of the Option Shares. Such Fair Market Value as of any date shall be reasonably determined by the Board; provided, however, that if there is a public market for the Common Stock, the Fair Market Value of the Option Shares as of
any date shall not be less than the closing price for the Common Stock on the last trading day preceding the date of grant; provided, further, that if the Company's shares are not listed on any exchange the Fair Market Value of such shares shall not
be less than the average of the means between the bid and asked prices quoted on each such date by any two independent persons or entities making a market for the Common Stock, such persons or entities to be selected by the Board. Fair Market Value
shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse.
	

Incentive Stock Option:	
 	

An Option as described in Section 9 hereinbelow intended to qualify under section 422 of the United States Internal Revenue Code of 1986, as amended.
	 	 	 










	

Insider:	
 	

Means: (i) every Director or Senior Officer of the Company; (ii) every director or senior officer of a company that is itself an insider or subsidiary of the Company; (iii) any person or company who beneficially owns, directly or indirectly, voting
securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to all voting securities of the Company for the time being outstanding
other than voting securities held by the person or company as underwriter in the course of a distribution; or (iv) the Company where it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its
securities.
	

Key Person:	
 	

A person designated by the Board upon whose judgment, initiative and efforts the Company or a Related Company may rely, who shall include any Director, Officer, employee or consultant of the Company. A Key Person may include a corporation that is
wholly-owned and controlled by a Key Person who is eligible for an Option grant, but in no other case may the Company grant an Incentive Stock Option to a legal entity other than an individual.
	

Option:	
 	

The rights granted to a Key Person to purchase Common Stock pursuant to the terms and conditions of an Option Agreement (see hereinbelow).
	

Option Agreement:	
 	

The written agreement (and any amendment or supplement thereto) between the Company and a Key Person designating the terms and conditions of an Option.
	

Option Shares:	
 	

The shares of Common Stock underlying an Option granted to a Key Person.
	

Optionee:	
 	

A Key Person who has been granted an Option.
	

Related Company:	
 	

Any subsidiary or affiliate of the Company or of any subsidiary of the Company. The determination of whether a corporation is a Related Company shall be made without regard to whether the entity or the relationship between the entity and the Company
now exists or comes into existence hereafter.





        2.    Purpose and Scope.    



	(a)
	The
purpose of the Plan is to advance the interests of the Company and its stockholders by affording Key Persons, upon whose judgment, initiative and efforts the Company may rely for
the successful conduct of their businesses an opportunity for investment in the Company and the incentive advantages inherent in stock ownership in the Company.



	(b)
	This
Plan authorizes the Board to grant Options to purchase shares of Common Stock to Key Persons selected by the Board while considering criteria such as employment position or other
relationship with the Company, duties and responsibilities, ability, productivity, length of service or association, morale, interest in the Company, recommendations by supervisors and other matters. 




        3.    Administration of the Plan.    


        The
Plan shall be administered by the Board. The Board shall have the authority granted to it under this section and under each other section of the Plan. 










        In
accordance with and subject to the provisions of the Plan, the Board is hereby authorized to provide for the granting, vesting, exercise and method of exercise of any Options all on
such terms (which may vary between Options and Optionees granted from time to time) as the Board shall determine. In addition, and without limiting the generality of the foregoing, the Board shall
select the Optionees and shall determine: (i) the number of shares of Common Stock to be subject to each Option, however, in no event may the maximum number of shares reserved for any one
individual exceed 5% of the issued and outstanding share capital of the Company; (ii) the time at which each Option is to be granted; (iii) the purchase price for the Option Shares;
(iv) the Option period; and (v) the manner in which the Option becomes exercisable or terminated. In addition, the Board shall fix such other terms of each Option as it may deem
necessary or desirable. The Board may determine the form of Option Agreement to evidence each Option. 


        The
Board from time to time may adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company subject to the
rules and policies
of any exchange or over-the-counter market which is applicable to the Company. 


        The
Board may from time to time make such changes in and additions to the Plan as it may deem proper, subject to the prior approval of any exchange or
over-the-counter market which is applicable to the Company, and in the best interests of the Company; provided, however, that no such change or addition shall impair any Option
previously granted under the Plan. If the shares are not listed on any exchange, then such approval is not necessary. 


        Each
determination, interpretation or other action made or taken by the Board shall be final, conclusive and binding on all persons, including without limitation, the Company, the
stockholders, directors, officers and employees of the Company and the Related Companies, and the Optionees and their respective successors in interest. 



        Notwithstanding
the foregoing or any other provision contained herein, the Board shall have the right to delegate the administration and operation of this Plan, in whole or in part, to a
committee of the Board or to the President of the Company or any other officer of the Company as determined by the Board. Whenever used herein, therefore,
"Board" shall be deemed to include any committee or officer to which the Board has, fully or partially, delegated responsibility and/or authority
relating to the Plan or the administration and operation of the Plan pursuant to the provisions hereof. 


        4.    The Common Stock.    



        The
Board is authorized to appropriate, grant Options, issue and sell for the purposes of the Plan, a total number of shares of the Company's Common Stock not to exceed 2,978,875, or the
number and kind of shares of Common Stock or other securities which in accordance with Section 10 shall be substituted for the shares or into which such shares shall be adjusted. In this
regard, and subject to the prior disinterested approval of the shareholders of the Company at any duly called meeting of the shareholders of the Company, the total number of shares of the Company's
Common Stock which may be reserved for issuance for Options granted and to be granted under this Plan, from time to time, may be increased on an annual basis and to the maximum extent of 20% of the
Company's issued and outstanding Common Stock as at the date of notice of any such meeting of the shareholders of the Company whereat such disinterested shareholders' approval is sought and obtained
by the Company. All or any unissued shares subject to an Option that for any reason expires or otherwise terminates may again be made subject to Options under the Plan. 


        5.    Eligibility.    


        Options
will be granted only to Key Persons. Key Persons may hold more than one Option under the Plan and may hold Options under the Plan and options granted pursuant to other plans or
otherwise. 










        At
no time, however, may Options under the Plan, together with all of the Company's previously established or proposed share compensation arrangements, result, at any time, in: 



	(a)
	more
than 5% of the outstanding shares of Common Stock being granted to any one Key Person in any 12 month period (unless the Company is a Tier 1 Issuer and has obtained
disinterested shareholder approval);



	(b)
	more
than 2% of the outstanding shares of Common Stock being granted to any one consultant in any 12 month period; or



	(c)
	more
than an aggregate of 2% of the outstanding shares of Common Stock being granted to an employee conducting investor relations activities, in any 12 month period; 




        For
Options granted to employees, consultants or management company employees, as defined in Policy 4.4 of the TSX Venture Exchange Corporate Finance Manual, the Company represents that
the Optionee is a bona fide employee, consultant or management company employee, as the case may be. 



        6.    Option Price and Number of Option Shares.    The Board shall, at the time an Option is
granted under this Plan, fix and determine the exercise price at which Option Shares may be acquired upon the exercise of such Option; provided, however, that any such exercise price shall not be less
than that, from time to time, permitted under the rules and policies of any exchange or over-the-counter market which is applicable to the Company. 


        If
the Board determines to reduce the exercise price of any outstanding Options, then such reduction in exercise price will be subject to the rules and policies of any exchange or
over-the-counter market which is applicable to the Company. However, if the Board determines to reduce the exercise price of outstanding Options granted to an Insider of the
Company, then such reduction in exercise price will be subject to the rules and policies of any exchange or over-the-counter market which is applicable to the Company as well
as receiving disinterested shareholder approval. 


        The
number of Option Shares that may be acquired under an Option granted to an Optionee under this Plan shall be determined by the Board as at the time the Option is granted; provided,
however, that the aggregate number of Option Shares reserved for issuance to any one Optionee under this Plan, or any other plan of the Company, shall not exceed 5% of the total number of issued and
outstanding Common Stock of the Company in any 12 month period. 


        7.    Duration, Vesting and Exercise of Options.    



	(a)
	The
option period shall commence on the Date of Grant and shall be up to 5 years in length subject to the limitations in this Section 7 and the Option Agreement.



	(b)
	During
the lifetime of the Optionee the Option shall be exercisable only by the Optionee. Subject to the limitations in paragraph (a) hereinabove, any Option held by an
Optionee at the time of his death may be exercised by his estate within one year of his death.



	(c)
	The
Board may determine whether an Option shall be exercisable at any time during the option period as provided in paragraph (a) of this Section 7 or whether the Option
shall be exercisable in installments or by vesting only. If the Board determines the latter it shall determine the number of installments or vesting provisions and the percentage of the Option
exercisable at each installment or vesting date. In addition, all such installments or vesting shall be cumulative. In this regard the Company will be subject, at all times, to any rules and policies
of any exchange or over-the-counter market which is applicable to the Company and respecting any such required installment or vesting provisions for certain or all Optionees.
In particular, and without limiting the generality of the foregoing, while the Company's shares are listed for trading on the TSX Venture Exchange (the
"Exchange") the Company will be subject to the general stock option plan vesting provisions of the Exchange which presently provide that the
implementation of this Plan by the Board must provide for a vesting schedule which is reasonably structured and equitable in relation to the size and the duration of the Plan and, furthermore, which
may provide that the vesting of any Options under this Plan may 










be
on a quarterly or monthly basis over a period of not less than 18 months from the date of each Option grant hereunder. 



	(d)
	In
the case of an Optionee who is a Key Person of the Company or a Related Company, if, for any reason (other than death or removal by the Company or a Related Company), the Optionee
ceases to serve in that position for either the Company or a Related Company, any option held by the Optionee at the time such position ceases or terminates may be exercised only until the earlier of
(i) the original date of expiration of such option, or (ii) the second anniversary of the date that the merger between WEC Acquisition, Inc., a Wyoming corporation and a
wholly-owned subsidiary of the Company, and Whittier Energy Company, a Nevada corporation, becomes effective, which shall be at such time as both of the Secretaries of States of Nevada and Wyoming
issue certificates of merger with respect thereto (the "Effective Time"). After the earlier of the date mentioned in (i) or
(ii) hereinabove has been reached, any unexercised portion of an Option shall expire.



	(e)
	In
the case of an Optionee who is an employee or consultant of the Company or a Related Company, if the Optionee's employment by the Company or a Related Company ceases due to the
Company's termination of such Optionee's employment for cause, any unexercised portion of any Option held by the Optionee shall immediately expire. For this purpose "cause" shall mean conviction of a
felony or continued failure, after notice, by the Optionee to perform fully and adequately the Optionee's duties.



	(f)
	Neither
the selection of any Key Person as an Optionee nor the granting of an Option to any Optionee under this Plan shall confer upon the Optionee any right to continue as a
director, officer, employee or consultant of the Company or a Related Company, as the case may be, or be construed as a guarantee that the Optionee will continue as a director, officer, employee or
consultant of the Company or a Related Company, as the case may be.



	(g)
	Each
Option shall be exercised in whole or in part by delivering to the office of the Treasurer of the Company written notice of the number of shares with respect to which the Option
is to be exercised and by paying in full the purchase price for the Option Shares purchased as set forth in Section 8. 




        8.    Payment for Option Shares.    


        In
the case of all Option exercises, the purchase price shall be paid in cash or certified funds upon exercise of the Option. 



        9.    Incentive Stock Options.    



	(a)
	The
Board may, from time to time, and subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, grant to any Key Person who is an employee
eligible to receive Options one or more Incentive Stock Options to purchase the number of shares of Common Stock allotted by the Board.



	(b)
	The
Option price per share of Common Stock deliverable upon the exercise of an Incentive Stock Option shall be no less than the Fair Market Value of a share of Common Stock on the
Date of Grant of the Incentive Stock Option.



	(c)
	The
Option term of each Incentive Stock Option shall be determined by the Board and shall be set forth in the Option Agreement, provided that the Option term shall commence no sooner
than from the Date of Grant and shall terminate no later than 5 years from the Date of Grant and shall be subject to possible early termination as set forth in Section 7 hereinabove. 




        10.    Change in Stock, Adjustments, Etc.    



        In
the event that each of the outstanding shares of Common Stock (other than shares held by dissenting stockholders which are not changed or exchanged) should be changed into, or
exchanged for, a different number or kind of shares of stock or other securities of the Company, or, if further changes 










or
exchanges of any stock or other securities into which the Common Stock shall have been changed, or for which it shall have been exchanged, shall be made (whether by reason of merger, consolidation,
reorganization, recapitalization, stock dividends, reclassification, split-up, combination of shares or otherwise), then there shall be substituted for each share of Common Stock that is
subject to the Plan, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock (other than shares held by dissenting stockholders which are not
changed or exchanged) shall be so changed or for which each outstanding share of Common Stock (other than shares held by dissenting stockholders) shall be so changed or for which each such share shall
be exchanged. Any securities so substituted shall be subject to similar successive adjustments. 


        In
the event of any such changes or exchanges, the Board shall determine whether, in order to prevent dilution or enlargement of rights, an adjustment should be made in the number, kind,
or option price of the shares or other securities then subject to an Option or Options granted pursuant to the Plan and the Board shall make any such adjustment, and such adjustments shall be made and
shall be effective and binding for all purposes of the Plan. 


        11.    Relationship of Employment.    


        Nothing
contained in the Plan, or in any Option granted pursuant to the Plan, shall confer upon any Optionee any right with respect to employment by the Company, or interfere in any way
with the right of the Company to terminate the Optionee's employment or services at any time. 



        12.    Non-transferability of Option.    


        No
Option granted under the Plan shall be transferable by the Optionee, either voluntarily or involuntarily, except by will or the laws of descent and distribution, and any attempt to do
so shall be null and void. 


        13.    Rights as a Stockholder.    



        No
person shall have any rights as a stockholder with respect to any share covered by an Option until that person shall become the holder of record of such share and, except as provided
in Section 10, no adjustments shall be made for dividends or other distributions or other rights as to which there is an earlier record date. 


        14.    Securities Laws Requirements.    


        No
Option Shares shall be issued unless and until, in the opinion of the Company, any applicable registration requirements of the United States Securities Act of
1933, as amended, any applicable listing requirements of any securities exchange on which stock of the same class is then listed, and any other requirements of law or of any
regulatory bodies having jurisdiction over such issuance and delivery, have been fully complied with. Each Option and each Option Share certificate may be imprinted with legends reflecting federal and
state/provincial securities laws restrictions and conditions, and the Company may comply therewith and issue "stop transfer" instructions to its transfer agent and registrar in good faith without
liability. 


        15.    Disposition of Shares.    



        Each
Optionee, as a condition of exercise, shall represent, warrant and agree, in a form of written certificate approved by the Company, as follows: (i) that all Option Shares are
being acquired solely for his own account and not on behalf of any other person or entity; (ii) that no Option Shares will be sold or otherwise distributed in violation of the United States  Securities Act of
1933, as amended, or any other applicable federal or state/provincial securities laws; (iii) that if he is subject to reporting
requirements under Section 16(a) of the United States Securities Exchange Act of 1934, as amended, he will (a) furnish the Company with a
copy of each Form 4 filed by him and (b) timely file all reports required under the federal securities laws; and (iv) that he will report all sales of Option Shares to the Company
in writing on a form prescribed by the Company. 










        16.    Effective Date of Plan; Termination Date of Plan.    


        The
Plan shall be deemed effective as of July 8, 2003. The Plan shall terminate at midnight on August 21, 2012 except as to Options previously granted and outstanding under
the Plan at the time. No Options shall be granted after the date on which the Plan terminates. The Plan may be abandoned or terminated at any earlier time by the Board, except with respect to any
Options then outstanding under the Plan. 


        17.    Other Provisions.    


        The
following provisions are also in effect under the Plan: 



	(a)
	the
use of a masculine gender in the Plan shall also include within its meaning the feminine, and the singular may include the plural, and the plural may include the singular, unless
the context clearly indicates to the contrary;



	(b)
	any
expenses of administering the Plan shall be borne by the Company;



	(c)
	this
Plan shall be construed to be in addition to any and all other compensation plans or programs. The adoption of the Plan by the Board shall not be construed as creating any
limitations on the power or authority of the Board to adopt such other additional incentive or other compensation arrangements as the Board may deem necessary or desirable; and



	(d)
	the
validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and the rights of any and all personnel having or claiming to have
an interest therein or thereunder shall be governed by and determined exclusively and solely in accordance with the laws of the Province of British Columbia. 




        This
Plan is dated and made effective as approved by the directors of the Company on this 8th day of July, 2003. 


BY ORDER OF THE BOARD OF DIRECTORS OF

OLYMPIC RESOURCES LTD.  


Per: 


"Daryl Pollock"


Daryl Pollock

President, CEO and a Director 













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EXHIBIT 4.4


OLYMPIC RESOURCES LTD. AMENDED FIXED NUMBER STOCK OPTION PLAN