EXHIBIT 10.8

                             2006 STOCK OPTION PLAN




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                            PATCH INTERNATIONAL INC.
                             2006 STOCK OPTION PLAN

         This 2006 Stock  Option  Plan (the  "PLAN")  provides  for the grant of
options to acquire  common shares (the "COMMON  SHARES") in the capital of Patch
International  Inc., 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."  Incentive Stock Options
and  stock   options  that  do  not  qualify  under  Section  422  of  the  Code
("NON-QUALIFIED  STOCK  OPTIONS")  granted  under  this  Plan  are  referred  to
collectively  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 3 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 Stock is registered  under  Section  12(b)
or 12(g) of the  Securities  Exchange  Act of 1934,  as amended  (the  "EXCHANGE
ACT"),  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



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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.

2.4      Subject  to  the  provisions of  this Plan and any Applicable Laws, and
with a view to effecting  its purpose,  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 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,  including  directors  and  officers of the  Corporation  or any
Related  Corporation,  who are not  Employees  as the Plan  Administrator  shall
select, subject to any Applicable Laws.


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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.

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 1,500,000 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(n) 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 3 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 15% 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;


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         (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

         (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.

     (d) Formula Options

         On the first day of the Corporation's fiscal year, each director who is
         not an employee of the Corporation  will be granted a Formula Option to
         purchase  50,000

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         Common Shares.  Formula  Options will have an Option Price equal to the
         fair  market  value per  Common  Share at the Date of Grant.  Except as
         otherwise  specifically  provided in this Section 5.1(d),  the terms of
         this Plan,  including the vesting  provisions of Section  5.1(f),  will
         apply to all Formula Options granted pursuant to this Section 5.1(d).

     (e) Duration of Options

         At the time of the grant of the Option,  the Plan  Administrator  shall
         designate,  subject to Section 5.1(h) 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.

     (f) 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 no Option
         shall  vest  earlier  than four (4)  months  from the Date of Grant and
         provided  further  that no Option  granted to an  officer,  director or
         greater-than-ten  percent (>10%)  shareholder of the Corporation  shall
         vest earlier than six (6) months from the Date of Grant.

         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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     (g) 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.

     (h) 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(e) 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(h)(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(h)(i)A  above;

                  B.  the event specified in Section 5.1(h)(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.



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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(g) 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.

     (i) 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
                  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
                  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  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(j) 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


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                  has  been  made  by the  Holder,  to the  satisfaction  of the
                  Corporation,  for the payment of the aggregate  exercise price
                  for all 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.

     (j) 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 to  the  Corporation  Common  Shares previously
                  held by such Holder, or by the Corporation  withholding Common
                  Shares  otherwise  deliverable  pursuant  to  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 the aggregate exercise price
                  to be paid by the Optionee upon such exercise;

         (ii)     by  delivering a properly  executed  exercise  notice together
                  with irrevocable  instructions to a broker promptly to sell or
                  margin a sufficient portion of the shares and deliver directly
                  to the Company  the amount of sale or margin loan  proceeds to
                  pay the exercise price; or

         (iii)    by complying with any other payment  mechanism approved by the
                  Plan Administrator at the time of exercise.

     (k) No Rights as a Shareholder

         A Holder  shall  have no rights as a  shareholder  with  respect to any
         shares  covered by an Option until such Holder  becomes a record holder
         of such shares, irrespective of whether such Holder has given notice of
         exercise. Subject to the provisions of Section 5.1(n) 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.

     (l) Non-transferability of Options

         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, by applicable laws of descent and distribution,  and shall not be
         subject to execution,  attachment or similar process.  Upon any attempt
         to transfer,  assign,  pledge,  hypothecate or

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         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.

     (m) Securities Regulation and Tax Withholding

         (i)      Shares  shall not be issued with  respect to an Option  unless
                  the  exercise of such Option and the  issuance and delivery of
                  such 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
                  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 shares under
                  this  Plan,  or  the   unavailability  of  an  exemption  from
                  prospectus and registration  requirements for the issuance and
                  sale  of  any  shares  under  this  Plan,  shall  relieve  the
                  Corporation of any liability with respect to the  non-issuance
                  or sale of such 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 shares are
                  being   purchased   only  for   investment   and  without  any
                  then-present  intention to sell or distribute such shares.  If
                  necessary under  Applicable Laws, the Plan  Administrator  may
                  cause a  stop-transfer  order against such shares to be placed
                  on the  stock  books and  records  of the  Corporation,  and a
                  legend  indicating that the stock 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 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 COMPANY 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;

                  B.  by executing  appropriate loan  documents approved by the
                      Plan  Administrator by which the Holder borrows funds from
                      the  Corporation  to pay any  withholding  taxes due under
                      this Section 5.1(m)(iii), with such repayment terms as the
                      Plan Administrator shall select; or

                  C.  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(m)(iii) above.

     (n) 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  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).

<PAGE>
                                      -11-



         (ii)     Except  as  provided  in Section  5.1(n)(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.

         (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(n)(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(n) 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.


<PAGE>
                                      -12-


         (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 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 Options
granted prior thereto and  thereafter  shall be considered  Non-Qualified  Stock
Options and any Options  granted to Covered  Employees  will not be eligible for
the  exclusion  set forth in  Section  162(m) of the Code  with  respect  to the
deductibility by the Company of certain compensation.

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.


<PAGE>
                                      -13-



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

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:  May 15, 2006.