Filed by Automated Filing Services Inc. (604) 609-0244 - International Barrier Technology Inc. - Exhibit 10.1






Exhibit 10.1 

INTERNATIONAL BARRIER TECHNOLOGY INC. 

2002 STOCK OPTION PLAN 

1.                     
PURPOSE 

This 2002 Stock Option Plan is intended to advance the
interests of the Company and its stockholders and subsidiaries by attracting,
retaining and motivating the performance of selected directors, officers,
employees or consultants of the Company of high caliber and potential upon whose
judgement, initiative and effort, the Company is largely dependent for the
successful conduct of its business, and to encourage and enable such persons to
acquire and retain a proprietary interest in the Company by ownership of its
stock. 

2.                     
DEFINITIONS

Unless otherwise defined in this Plan, all capitalized words
shall have the meanings ascribed thereto in the policies of the TSX Venture
Exchange (the “Exchange”), as such policies are from time to time amended or
varied (the “Policies”). 

3.                     
ADMINISTRATION 

3.1                    Administration


The Plan shall be administered by the Board of Directors on the
instructions of the Board. The Board may make, amend and repeal at any time and
from time to time such regulations as it may deem necessary or advisable for the
proper administration and operation of the Plan and such regulations shall form
part of the Plan. The Board may delegate to any Director, officer or Employee of
the Company (the “Administrator”) such administrative duties and powers as it
may see fit . 

3.2                    
INTERPRETATION 

The interpretation by the Board of any of the provisions of the
Plan and any determination by it pursuant thereto shall be final and conclusive
and shall not be subject to any dispute by any Optionee. No member of the Board
or any person acting pursuant to authority delegated by the Board hereunder
shall be liable for any action or determination in connection with the Plan made
or taken in good faith and each member of the Board and each such person shall
be entitled to indemnification with respect to any such action or determination
in the manner provided for by the Company. 

4.                      
SHARES OF STOCK SUBJECT TO PLAN 

4.1                     Number
of Shares.

Subject to adjustment pursuant to the provisions of Section 4.2
hereof, the maximum number of shares of Common Stock which may be issued and
sold hereunder shall be a maximum of 10% (1,313,835) of the issued shares of the
Company at the date of granting the stock option. Options shall only be granted
to bona fide Directors, Employees, Consultants and Management Company Employees.
Shares of Common Stock issued and sold under the Plan may be either authorized
but unissued shares or shares held in the Company's treasury. Shares of Common
Stock covered by an Option that shall have been exercised shall not again be
available for an Option grant. If an Option shall terminate for any reason
(including, without limitation, the cancellation of an Option pursuant to
section 6.2 hereof) without being wholly exercised, the number of shares to
which such Option termination relates shall again be available for grant
hereunder. 

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4.2                     Adjustments


In the event (collectively the "Event") that (i) there are any
changes in the capital structure of the Company through stock splits,
consolidations, reclassifications, changes in or elimination of par value
shares, or (ii) any dividends or other distributions are made to holders of
shares, or (iii) any rights to purchase shares at prices substantially below
Market Value are granted to holders of shares of the Company, or (iv) as a
result of any other recapitalization, merger or consolidation, the shares of the
Company are converted into or exchangeable for any other shares, then in any
such case the Company may make such adjustments in the right to purchase granted
hereby as may be required to prevent substantial dilution or enlargement of the
rights granted to or available for the Optionee hereunder. No fractional Shares
shall be issued upon the exercise of the Option and accordingly, if as a result
of the Event, an Optionee would become entitled to a fractional share, such
Optionee shall have the right to purchase only the next lowest whole number of
shares and no payment or other adjustment will be made with respect to the
fractional interest so disregarded. Additionally, no lots of Shares in an amount
less than 500 Shares shall be issued upon the exercise of an Option unless such
amount of Shares represents the balance left to be exercised under an Option.


5.                      
GRANT OF OPTIONS 

5.1                     Options


The Board or Administrator shall, from time to time, in its
sole discretion, determine those Directors, Employees, and Consultants, if any,
to whom Options are to be awarded. If the Board elects to award an Option to a
Director, the Board shall, in its sole discretion, determine the number of
Shares to be acquired on the exercise of such Option. If the Board elects to
award an Option to an Employee, the number of Shares to be acquired on the
exercise of such Option shall be determined by the Board in its sole discretion,
and in so doing the Board may take into account the following criteria: 

	 	(a) 	
      the annual salary of the Employee as at the date the
      Option is awarded (the “Award Date”) in relation to the total annual
      salaries payable by the Company to all of its Employees as at the Award
      Date; 

	 	 	
       

	 	(b) 	
      the length of time that the Employee has been employed by
      the Company; and 

	 	 	
       

	 	(c) 	
      the quality and importance of the work performed by the
      Employee. 



If the Board elects to award an Option to a Consultant, the
Board shall, subject to paragraph 3.2, determine the number of Shares to be
acquired on the exercise of such Option based on such other considerations as
the Board in its sole discretion may determine with regard to Consultants. 

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5.2                     Exercise
Price. 

The exercise price of the Shares covered by each option shall
be determined by the directors. The exercise price shall not be less than the
price permitted by the Policies and shall not be lower than the fair market
values. 

“Fair Market Value” means, as of any date, the value of the
Common Shares, determined as follows: 

	 	(i) 	
      if the Common Shares are listed on the TSX Venture
      Exchange, the Fair Market Value shall be the closing sales price for such
      shares (or the closing bid, if no sales were reported) as quoted on such
      exchange for the market trading day immediately prior to the date of
      determination less any discount permitted by the TSX Venture Exchange,
      subject to a minimum price of $0.10; 

	 	 	
       

	 	(ii) 	
      if the Common Shares as listed on an Exchange other than
      the TSX Venture Exchange, the fair market value shall be the closing sales
      price of such shares (or the closing bid, if no sales were reported) as
      quoted on such Exchange for the market trading date immediately prior to
      the time of determination less any discount permitted by the Exchange; and
      

	 	 	
       

	 	(iii) 	
      if the Common Shares are not listed on an Exchange, the
      Fair Market Value shall be determined in good faith by the Board.
  



5.3                     Exercise
of Option 

Any Option may be exercised only by the Optionee. An Optionee
may exercise an Option in whole or in part, subject to section 5.6 at any time
or from time to time during the Exercise Period up to 5:00 p.m. local time in
Vancouver, British Columbia on the Expiry Date by delivering to the Company an
Exercise Notice, the applicable Option Certificate, attached hereto as Schedule
A and B respectively, and a certified cheque or bank draft to be purchased
pursuant to the exercise of the Option. 

5.4                     Number
of Optioned Shares 

The Company shall not grant Options which, when calculated
together with outstanding options as at the Award Date: 

	 	(a) 	
      exceed 10% of the issued and outstanding Shares of the
      Company at the Award Date including all stock options granted by the
      Company prior to the adoption of the Plan; 

	 	 	
       

	 	(b) 	
      which shall for any one individual, at the Award Date,
      result in excess of 5% of the issued and outstanding Shares of the Company
      being reserved for any such individual in any 12 month period unless the
      Company is classified as a Tier 1 Issuer pursuant to the Policies of the
      Exchange, in which case reasonable grants of options will be permitted by
      the Exchange and the Company has obtained the requisite Disinterested
      Shareholder approval; 

	 	 	
       

	 	(c) 	
      grant more than an aggregate of more than 2% of the
      issued shares of the Company to an Employee conducting Investor Relations
      Activities in any 12 month period; 

	 	 	
       

	 	(d) 	
      grant more than 2% of the issued shares of the Company to
      any one Consultant in any 12 month period. Options issued to Consultants
      performing Investor Relations Activities must vest in stages over 12
      months with no more than 1⁄4 of the options vesting in any three month
      period. 



If any Option is cancelled, expires or otherwise terminates for
any reason without having been exercised in full, the number of Shares which
would have been acquired on the exercise of such Option shall again be available
for the purposes of the Plan. 

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5.5                    
Term 

Subject to paragraph 6.2, the term of any Options granted under
the Plan will be determined by the Board and may not exceed five years from the
date of grant, or 10 years if the Company is classified by the Exchange as a
Tier 1 Issuer (the “Option Period”). 

5.6                    
Vesting 

An option which is subject to vesting, shall vest and may be
exercised (in each case to the nearest full share) during the Option Period in
such manner as the Board of Directors may fix by resolution. Options which have
vested may be exercised in whole or in part at any time and from time to time
during the Option Period. 

6.                      
OPTIONS 

6.1                     Duration
of Option 

Each option and all rights thereunder shall be expressed to
expire on the date set out in the Option Certificate, and shall be subject to
earlier termination as provided in sections 6.2 and 7 (the “Expiry Date”). 

6.2                     Termination
of Option 

An Optionee may exercise an Option in whole or in part at any
time or from time to time during the period during which a particular option may
be exercised. However, the Board may at any time fix a minimum or maximum number
of Shares which an Optionee may exercise pursuant to his Option. Any Option or
part thereof not exercised within the Option Period shall terminate and become
null, void and of no further force and effect at 5:00 p.m. local time in
Vancouver, British Columbia, on the Expiry Date. Subject to any additional more
limiting terms as determined by the directors, the Expiry Date of an Option
shall be the earlier of the date so fixed by the Board at the time the Option is
awarded and the date established, if applicable, in paragraphs (a) to (c) below.


	 	(a) 	
      Ceasing to Hold Office 

	 	 	
       
	
       

	 		
      If the Optionee holds his or her Option as Director of
      the Company and such Optionee ceases to be a Director of the Company,
      other than by reason of death, then the Expiry Date of the Option shall be
      90 days following the date the Optionee ceases to be a Director of the
      Company unless the Optionee ceases to be a Director of the Company as a
      result of: 

	 	 	
       
	
       

	 		
      (i) 
	
      ceasing to meet the qualifications set forth in s.138 of
      the Company Act R.S.B.C. 1979, c.59 (the "Act"); or 

	 	 	
       
	
       

	 		
      (ii) 
	
      a special resolution having been passed by the members of
      the Company pursuant to subsection 130(3) of the Act; or 

	 	 	
       
	
       

	 		
      (iii) 
	
      an order of the Commission, the Exchange, or any
      regulatory body having jurisdiction to so order; 

	 	 	
       
	
       

	 		
      in which case the Expiry Date shall be the date the
      Optionee ceases to be a Director of the Company. 

	 	 	
       
	
       

	 	(b) 	
      Ceasing to be Employed 

	 	 	
       
	
       

	 		
      If the Optionee holds his or her Option as an Employee,
      Consultant or Management Company Employee of the Company and such Optionee
      ceases to be an Employee, Consultant or Management Company Employee of the
      Company, other than by reason of death, then the Expiry




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      Date of the Option shall be the 90th day following the
      date the Optionee ceases to be an Employee, Consultant or Management
      Company Employee of the Company unless the Optionee ceases to be an
      Employee, Consultant or Management Company Employee of the Company as a
      result of: 

	 	 	
       
	
       

	 		
      (i) 
	
      termination for cause; or 

	 	 	
       
	
       

	 		
      (ii) 
	
      an order of the Commission, the Exchange, or any
      regulatory body having jurisdiction to so order; 

	 	 	
       
	
       

	 		
      in which case the Expiry Date shall be the date the
      Optionee ceases to be an Employee of the Company. 

	 	 	
       
	
       

	 	(c) 	
      Investor Relations Optionees Ceasing to be
      Employed 

	 	 	
       
	
       

	 		
      If an Optionee engaged in Investor Relations Activities
      ceases to be employed to perform Investor Relations Activities, other than
      by reason of death, then the Expiry date of the Option shall be the 30th
      day following the date the Optionee ceases to perform Investor Relations
      Activities for the Company unless the Optionee ceases to perform Investor
      Relations Activities, whether as an Employee or a Consultant, as a result
      of: 

	 	 	
       
	
       

	 		
      (i) 
	
      termination for cause; or 

	 	 	
       
	
       

	 		
      (ii) 
	
      an order of the Commission, the Exchange, or any
      regulatory body having jurisdiction to so order; 

	 	 	
       
	
       

	 		
      in which case the Expiry Date shall be the date the
      Optionee ceases to perform Investor Relations Activities for the Company.
      

	 	 	
       
	
       

	 	(d) 	
      Death 

	 	 	
       
	
       

	 		
      If the Optionee dies, then the Expiry Date shall be one
      year from the date of death of the Optionee. In the event of the death of
      an Optionee, the Optionee’s option shall be exercised only within one year
      next succeeding such death and then only: 

	 	 	
       
	
       

	 		
      (i) 
	
      by the person or persons to whom the Optionee’s rights
      under the option shall pass by the Optionee’s will or the laws of descent
      and distribution; and 

	 	 	
       
	
       

	 		
      (ii) 
	
      to the extent that the Optionee was entitled to exercise
      the option at the date of the Optionee’s death. 



7.                       
CHANGE IN CONTROL 

In the event of a consolidation or merger in which the Company
is not the surviving company, or in the event the Common Shares are converted
into securities of another entity or exchanged for other consideration, or in
the event of an offer for fifty percent or more of Shares being made by a third
party that constitutes a take-over bid as that term is defined in the
Securities Act (British Columbia) or would constitute a take-over bid as
that term is defined in the Securities Act (British Columbia) but for the
fact that the offeree is not in British Columbia, all outstanding options will
immediately vest, provided that if such transaction does not close, all such
options will be deemed not to have vested. 

8.                       
ASSIGNMENT OF OPTIONS 

All benefits, rights and options accruing to any Optionee in
accordance with the terms and conditions of the Plan 

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shall not be transferable or assignable unless specifically
provided herein. During the lifetime of an Optionee and benefits, rights and
options may only be exercised by the Optionee. 

9.                       
AMENDMENT AND TERMINATION 

9.1                      Prospective
Amendment 

Subject to paragraph 10.2, the Board may from time to time
amend the Plan and the terms and conditions of any Option thereafter to be
awarded and, without limiting the generality of the foregoing, may make such
amendment for the purpose of meeting any changes in any relevant law, rule or
regulation applicable to the Plan, any Option or the Shares, or for any other
purpose which may be permitted by all relevant laws, rules and regulation,
provided always that any such amendment shall not alter the terms or conditions
of any Option or impair any right of any Optionee pursuant to any Option awarded
prior to such amendment. 

9.2                      Retrospective
Amendment 

Subject to paragraph 10.2, the Board may from time to time
retrospectively amend the plan and, with the consent of the affected Optionees,
retrospectively amend the terms and conditions of any Options which have been
theretofore awarded. 

9.3                      Termination


The Board may terminate the Plan at any time provided that such
termination shall not alter the terms or conditions of any Option or impair any
right of any Optionee pursuant to any Option awarded prior to the date of such
termination and notwithstanding such termination, the Company, such Options and
such Optionees shall continue to be governed by the provisions of the Plan. 

9.4                      Agreement


The Company and every person to whom an Option is awarded
hereunder shall be bound by and subject to the terms and conditions of the Plan.


10.                      
APPROVALS REQUIRED FOR PLAN 

10.1                     Approvals
Required for Plan 

The Plan must be approved by the Exchange and by the
shareholders at every annual general meeting of the Company.

10.2                      Substantive
Amendments to Plan 

Disinterested shareholder approval will be sought in respect of
any material amendment to the Plan. 

11.                       
EFFECTIVE DATE OF PLAN 

The Plan has been adopted by the Board of Directors of the
Corporation subject to the approval of the TSX Venture Exchange and, if so
approved, the Plan shall become effective upon such approval being obtained,
subject to disinterested shareholder approval being obtained in accordance with
the Policies. 

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12.                       
INTERPRETATION 

This Plan is established under and the provisions of the Plan
shall be interpreted and construed in accordance with the laws of the Province
of British Columbia. 

IN WITNESS WHEREOF the Company has executed and
delivered this Stock Option Plan as of the 11th day of December,
2002. 

INTERNATIONAL BARRIER TECHNOLOGY INC. 

 

	Per:	 	 
	 	Authorized Signatory 	 


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SCHEDULE "A" 

INTERNATIONAL BARRIER TECHNOLOGY INC. 

STOCK OPTION CERTIFICATE 

PURSUANT TO THE 

2002 STOCK OPTION PLAN 

This Certificate is issued pursuant to the provisions of the
  Company’s 2002 Stock Option Plan and evidences that ____________ is the
  holder of an Option to purchase up to ___________ Shares in the capital stock
  of the Company at a purchase price of $__________ per Share. Subject to the
  provisions of the Plan: 

	 	(a) 	the Award Date of this Option is __________________________; and 
	 	 	 
	 	(b) 	the Expiry Date of this Option is __________________________. 


Other Restrictions: 

This Option may be exercised from the Award Date until 5:00
p.m. local time in Vancouver, British Columbia on the Expiry Date, by delivering
to the Administrator of the Plan an Exercise Notice, in the form provided in the
Plan, together with this Certificate and a certified cheque or bank draft
payable to INTERNATIONAL BARRIER TECHNOGY INC. or its solicitors in an amount
equal to the aggregate of the Exercise Price of the Shares in respect of which
this Option is being exercised; provided that the Optionee will have satisfied
the conditions precedent, if any, to the exercise of the Option set out in the
Plan. When due notice and payment are received, the Company covenants and agrees
to issue and deliver to the Optionee share certificates in the name of the
Optionee for the number of shares so purchased. 

This Certificate and the Option evidenced hereby is not
assignable, transferable or negotiable. This Certificate is issued for
convenience only and in the case of any dispute with regard to any matter in
respect hereof, the provisions of the Plan and records of the Company shall
prevail. 

THE EXERCISE OF THIS OPTION IS SUBJECT TO THE TERMS AND
RESTRICTIONS SET OUT IN THE STOCK OPTION PLAN. TERMS HAVE THE MEANING AS SET OUT
IN THE STOCK OPTION PLAN. 

Dated this _____________________ day of
_______________________, 200__. 

INTERNATIONAL BARRIER TECHNOLOGY INC. 

  

	Per: 	 
	Authorized Signatory 	 


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SCHEDULE "B" 

INTERNATIONAL BARRIER TECHNOLOGY INC. 

EXERCISE NOTICE 

	To: 	The Board of Directors - Stock Option Plan
  
	  	INTERNATIONAL BARRIER TECHNOLOGY INC.
  


 

The undersigned hereby irrevocably gives notice, pursuant to
Company’s Stock Option Plan, of the exercise of the Option to acquire and hereby
subscribes for (cross out inapplicable item): 

	 	(a) 	all of the Shares; or 
	 	 	 
	 	(b) 	__________________________ of the Shares; 


which are the subject of the Option Certificate held by the
undersigned evidencing the undersigned's option to purchase said Shares. 

Calculation of total Exercise Price: 

	 	(i) 	number of Shares to be acquired on exercise 	                                                             Shares
    
	 	 	 	 
	 	(ii) 	multiplied by the Exercise Price per Share: 	$                                                          
    
	 	 	 	 
	 	TOTAL EXERCISE PRICE,
      enclosed herewith: 	$                                                          
    


The undersigned tenders herewith a certified cheque or bank draft
  (circle one) in the amount of $                                                           
  payable to the Company in an amount equal to the total Exercise Price of the
  aforesaid Shares, as calculated above, and directs the Company to issue the
  share certificate evidencing said Shares in the name of the undersigned to be
  mailed to the undersigned at the following address: 

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


Dated this _____________________ day of
_______________________, ________. 

	 	 	 
	Signature of Witness 	 	Signature of Optionee 
	 	 	 
	 	 	 
	 	 	 
	Name of Witness (please print) 	 	Name of Optionee (please print)



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