Manas Petroleum Corp.: Exhibit 4.6 - Filed by newsfilecorp.com






MANAS PETROLEUM CORPORATION 
2007 REVISED OMNIBUS
PLAN
Adopted and Approved on October 21, 2008

1.  Purposes of the Plan

     The 2007 Revised Omnibus Plan
(the “Plan”) maintained by Manas Petroleum Corporation (the “Company”) is
intended to promote the growth and general prosperity of the Company by offering
incentives to certain eligible persons, selected in accordance with Section 4,
who are primarily responsible for the growth of the Company and to attract and
retain qualified personnel and thereby benefit its stockholders based on the
growth of the Company. Awards granted under the Plan may be: (a) stock options
(“Options”) which may be designated as: (i) Incentive Stock Options (“ISOs”)
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”), or (ii) Nonqualified Stock Options (“NQSOs”) not intended
to so qualify; (b) stock appreciation rights (“SARs”); (c) restricted stock
awards (“Restricted Stock”); (d) performance awards (“Performance Awards”); or
(e) other forms of stock-based incentive awards, as hereinafter defined
(collectively, the “Awards”).

2.  Shares of Stock Subject to the Plan

     The shares of stock (the
“Shares”) with respect to which the Awards may be granted shall be the common
stock, par value at $0.001, of the Company (“Common Stock”). Shares delivered
upon exercise of the Awards, at the election of the Board of Directors of the
Company, may be stock that is authorized but previously unissued or stock
reacquired by the Company or both. Subject to the provisions of Section 15 of
the Plan, the maximum number of shares with respect to which the Awards may be
granted under the Plan shall not exceed 20,000,000 shares of Common Stock;
provided, however, that such number of shares of Common Stock may also be
subject to adjustment, from time to time, at the discretion of the Board of
Directors of the Company, subject to all Applicable Laws (as defined below) and
stockholder approval, as required. Any Shares subject to an Award under the
Plan, which Award for any reason expires or is terminated unexercised as to such
Shares, shall again be available for the grant of other Awards under the Plan
provided, however, that forfeited Common Stock or other securities shall not be
available for further Awards if the Participant (as defined below) under the
Plan has realized any benefits of ownership from such Common Stock.

3.  Administration

     The Plan shall be administered
initially by the Board of Directors (the “Board”), which may in its discretion
designate an Omnibus Committee to administer the Plan. The Board or, if
applicable, the Omnibus Committee is referred to as the “Committee”. Subject to
the provisions of the Plan and Applicable Laws (as defined below), the Committee
shall have full discretion and the exclusive power to:

	 	a) 	
      determine the Participants to whom Options shall be
      granted, the time when such Options shall be granted, the number of Shares
      which shall be subject to each Option, the purchase price or exercise
      price of each Share which shall be subject to each Option, the period(s)
      during which such Options shall be exercisable (whether in whole or in
      part), and the other terms and provisions of the respective Options (which
      need not be identical);

	 	 	 
	 	b) 	
      construe the Plan and Options granted
hereunder;

	 	 	 
	 	c) 	
      prescribe, amend and rescind rules and regulations
      relating to the Plan; and



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	 	d) 	
      make all other determinations necessary or advisable for
      administering the Plan.



     If and so long as the Common
Stock is registered under Section 12(b) or 12(g) of the United States Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the Board shall consider
in selecting the administrator of the Plan 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.

     Without limiting the foregoing,
and subject to the provisions of the Plan and Applicable Laws, the Committee
also shall have the authority to require, in its discretion, as a condition of
the granting of any Option, that the Participant agree: (i) not to sell or
otherwise dispose of Shares acquired pursuant to the Option for a period of one
(1) year (unless waived by the Company) following the date of acquisition of
such Shares; and (ii) that in the event of termination of directorship or
employment (or in case of a consultant or advisor, engagement by Company or any
subsidiary corporation or parent corporation of the Company) of Participant,
other than as a result of dismissal without cause, such Participant will not,
for a period to be fixed at the time of the grant of the Option, enter into any
employment or participate directly or indirectly in any business or enterprise
which is competitive with the business of the Company or any subsidiary
corporation or parent corporation of the Company, or enter into any employment
in which such Participant will be called to utilize special knowledge obtained
through directorship or employment (or in the case of a consultant or advisor,
engagement) with or by the Company or any subsidiary corporation or parent
corporation thereof.

     The interpretation of and
application by the Committee of any provision of the Plan shall be final and
conclusive. The Committee may in its discretion establish such rules and
guidelines relating to the Plan, as it may deem desirable.

     The Committee may employ such
legal counsel, consultants and agents as it may deem desirable for the
administration of the Plan and may rely upon any opinion received from any such
counsel or consultant and any computation received from any such consultant or
agent. The Committee shall keep minutes of its actions under the Plan.

     No member of the Board of
Directors or the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any Awards granted hereunder.

4.  Eligibility

     The individuals who shall be
eligible to participate in the Plan shall be directors, officers, employees,
consultants and advisors of the Company, or any subsidiary corporation or parent
corporation of the Company now existing or hereafter formed or acquired, as the
Committee may from time to time determine (each, a “Participant”). A Participant
who has been granted an Award in one year shall not necessarily be entitled to
be granted Awards in subsequent years.

5.  Listing on the TSX Venture Exchange

	 	(a) 	
      If and for so long as the Company’s Common Stock is
      listed and posted for trading on the TSX Venture Exchange (the “TSXV”),
      the provisions of this Section will apply to any Options granted under
      this Plan, and to the extent that the provisions of this Section are
      inconsistent with the provisions found in the other Sections of this Plan,
      the provisions of this Section will prevail.



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	 	(b) 	
      The terms “directors”, “employees”, “consultants”,
      “consultant company” and “management company employee” will have the
      meanings as defined in the applicable policy of the TSXV. As a condition
      precedent to the issuance of an Option, the Company must be able to
      represent to the TSXV as of the grant date that the Option holder is a
      bona fide employee, consultant or management company employee, as
      the case may be.

	 	 	 	 
	 	(c) 	
      If and for so long as the Company is listed as a Tier 1
      issuer on the TSXV, the following limitations will apply to the Plan and
      all Options granted under the Plan so long as such limitations are
      required by the TSXV:

	 	 	 	 
	 		i. 	
      the maximum number of Options which may be granted to any
      one Participant under the Plan within any 12 month period shall be 5% of
      the Shares that are outstanding (on a non-diluted basis) immediately prior
      to the grant of Option in question (the “Outstanding Issue”);

	 	 	 	 
	 		ii. 	
      with respect to Section (i), above, the expiry date of an
      Option shall be no later than the tenth anniversary of the grant date of
      such Option;

	 	 	 	 
	 		iii. 	
      the maximum number of Options which may be granted to any
      one consultant within any 12 month period must not exceed 2% of the
      Outstanding Issue; and

	 	 	 	 
	 		iv. 	
      the maximum number of Options which may be granted within
      any 12 month period to employees or consultants engaged in investor
      relations activities must not exceed 2% of the Outstanding
Issue,

	 	 	 	 
	 		
      and such limitations will not be an amendment to this
      Plan requiring the consent of Participants under the Plan.

	 	 	 	 
	 	(d) 	
      If and for so long as the Company is listed as a Tier 2
      issuer on the TSXV, the following limitations will apply to the Plan and
      all Options granted under the Plan so long as such limitations are
      required by the TSXV:

	 	 	 	 
	 		i. 	
      the maximum number of Options which may be granted to any
      one Option holder under the Plan within any 12 month period shall be 5% of
      the Outstanding Issue;

	 	 	 	 
	 		ii. 	
      with respect to Section (i), above, the expiry date of an
      Option shall be no later than the fifth anniversary of the grant date of
      such Option;

	 	 	 	 
	 		iii. 	
      the maximum number of Options which may be granted to any
      one consultant within any 12 month period must not exceed 2% of the
      Outstanding Issue; and

	 	 	 	 
	 		iv. 	
      the maximum number of Options which may be granted within
      any 12 month period to employees or consultants engaged in investor
      relations activities must not exceed 2% of the Outstanding Issue, and such
      options must vest in stages over 12 months with not more than 25% of the
      Options vesting in any three month period; 

	 	 	 	 
	 		
      and such limitations will not be an amendment to this
      Plan requiring the consent of Participants under the Plan.

	 	 	 	 
	 	(e) 	
      If required by a regulatory authority or by the
      Committee, this Plan may be made subject to the approval of a majority of
      the votes cast at a meeting of the stockholders of the Company or by a
      majority of votes cast by disinterested stockholders at a meeting of
      stockholders of the Company. Any Options granted under this Plan prior to
      such time will not be exercisable or binding on the Company unless and
  until such stockholder approval is obtained.



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	 	(f) 	
      The exercise price at which a Participant may purchase a
      Share upon the exercise of an Option shall be determined by the Committee
      and shall be set out in the Option agreement issued in respect of the
      Option. The exercise price shall not be less than the Market Value, as
      determined below, of the Shares as of the grant date. Notwithstanding
      anything else contained herein, in no case will the Market Value be less
      than the minimum prescribed by each of the organized trading facilities
      that would apply to the Company on the grant date in question. The Market
      Value of the Shares for a particular grant date shall be determined as
      follows:

	 	 	 	 
	 		i. 	
      for each organized trading facility on which the Shares
      are listed, the Market Value will be the closing trading price of the
      Shares on the day immediately preceding the grant date, and may be less
      than this price if it is within the discounts permitted by the applicable
      regulatory authorities;

	 	 	 	 
	 		ii. 	
      if the Company’s Shares are listed on more than one
      organized trading facility, the Market Value shall be the Market Value as
      determined in accordance with subparagraph (i) above for the primary
      organized trading facility on which the Shares are listed, as determined
      by the Committee, subject to any adjustments as may be required to secure
      all necessary regulatory approvals;

	 	 	 	 
	 		iii. 	
      if the Company’s Shares are listed on one or more
      organized trading facilities but have not traded during the ten trading
      days immediately preceding the grant date, then the Market Value will be,
      subject to any adjustments as may be required to secure all necessary
      regulatory approvals, such value as is determined by the Committee;
    and

	 	 	 	 
	 		iv. 	
      if the Company’s Shares are not listed on any organized
      trading facility, then the Market Value will be, subject to any
      adjustments as may be required to secure all necessary regulatory
      approvals, such value as is determined by the Committee to be the fair
      value of the Shares, taking into consideration all factors that the
      Committee deems appropriate, including, without limitation, recent sale
      and offer prices of the Shares in private transactions negotiated at arms’
      length.

	 	 	 	 
	 	(g) 	
      The exercise price of an Option must be paid in
    cash.

	 	 	 	 
	 	(h) 	
      Options and Shares will be subject to all applicable
      trading restrictions in effect pursuant to Applicable laws and the Company
      shall be entitled to legend any Option certificates and the certificates
      representing such Shares accordingly, including TSXV hold periods, as
      applicable.

	 	 	 	 
	 	(i) 	
      In the event of the Participant’s death, any Options held
      by such Participant shall pass to the personal representative (being the
      executor or administrator of the deceased option holder, duly appointed by
      a court or public authority having jurisdiction to do so) of the
      Participant and shall be exercisable by the personal representative on or
      before the date which is the earlier of twelve months following the date
      of death and the applicable expiry date.

	 	 	 	 
	 	(j) 	
      If at the time the exercise price of an Option is
      reduced, the Participant is an Insider (as defined in Applicable Laws) of
      the Company, the Insider must not exercise the option at
  the reduced exercise price until the reduction in exercise
      price has been approved by the disinterested stockholders of the
  Company.



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	 	(k) 	
      If and for so long as the Company is listed as a Tier 2
      issuer on the TSXV, the following requirements will apply to the Plan and
      all Options granted under the Plan so long as such requirements are
      mandated by the TSXV:

	 	 	 	 
	 		i. 	
      Options granted to any Participant who is a director,
      employee, consultant or management company employee must expire within 90
      days after the Participant ceases to be in at lease one of those
      categories; and

	 	 	 	 
	 		ii. 	
      Options granted to any Participant who is engaged in
      investor relations activities must expire within 30 days after the
      Participant ceases to be employed to provide investor relations
      activities.

	 	 	 	 
	 	(l) 	
      The Company must obtain disinterested stockholder
      approval of any Options granted under the Plan if the result at any time
      would be:

	 	 	 	 
	 		i. 	
      the number of shares of Common Stock reserved for
      issuance with respect to Options granted to Insiders (as defined under
      Applicable Laws) would exceed ten percent (10%) of the Outstanding Issue;
      or

	 	 	 	 
	 		ii. 	
      the issuance to Insiders, within a one year period, would
      result in a number of shares of Common Stock issued to Insiders exceeding
      ten percent (10%) of the Outstanding Issue; or

	 	 	 	 
	 		iii. 	
      or, in the case that the Company is a Tier 1 issuer only,
      the issuance to any one Participant, within a one year period, a number of
      shares of Common Stock that would exceed five percent (5%) of the
      Outstanding Issue.

	 	 	 	 
	 	(m) 	
      If the Company is a Tier 2 issuer listed on the TSXV, and
      has more than 10% of its issued shares of common stock reserved for
      issuance under a fixed number plan, the Committee will set a vesting
      schedule for all Options granted under the Plan at the time of grant. The
      vesting schedule will permit vesting over a period of a minimum of 18
      months, and such vesting schedule will not be structured so that the
      majority of the Shares are released early in the vesting period rather
      than equally on a quarterly basis.



6. Stock Options

     The Committee may grant Options,
as follows, which may be designated as (i) NQSOs or (ii) ISOs intended to
qualify under Code Section 422:

	 	(a) 	
      Nonqualified Stock Options. An NQSO is a right to
      purchase a specified number of shares of Common Stock during such
      specified time as the Committee may determine, not to exceed ten (10)
      years, at a price determined by the Committee that, unless deemed
      otherwise by the Committee, is not less than the fair market value of the
      Common Stock on the date the option is granted.

	 	 	 	 
	 		(i) 	
      The purchase price of the Common Stock subject to the
      NQSO may be paid in cash. At the discretion of the Committee, the purchase
      price may also be paid by the tender of Common Stock or through a
      combination of Common Stock and cash or through such other means as the
      Committee determines are consistent with the Plan’s
  purpose and applicable law. No fractional shares of Common Stock
  will be issued or accepted.



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			(ii) 	
      Without limiting the foregoing, to the extent permitted
      by law, (including relevant state law), (A) the Committee may agree to
      accept, as full or partial payment of the purchase price of Common Stock
      issued upon the exercise of the NQSO, a promissory note of the person
      exercising the NQSO evidencing the person’s obligation to make future cash
      payments to the Company, which promissory note shall be payable as
      determined by the Company (but in no event later than five (5) years after
      the date thereof), shall be secured by a pledge of the shares of Common
      Stock purchased and shall bear interest at a rate established by the
      Committee and (B) the Committee may also permit the person exercising the
      NQSO, either on a selective or aggregate basis, to simultaneously exercise
      the NQSO and sell the shares of Common Stock acquired, pursuant to a
      brokerage or similar arrangement approved in advance by the Committee, and
      use the proceeds from sale as payment of the Purchase price of such Common
      Stock.

	 	 	 	 	 
	 	(b) 	
      Incentive Stock Options. An ISO is an Award in the
      form of an Option to purchase Common Stock that complies with the
      requirements of Code Section 422 or any successor section.

	 	 	 	 	 
	 		(i) 	
      The aggregate fair market value (determined at the time
      of the grant of the Award) of the shares of Common Stock subject to ISOs
      which are exercisable by one person for the first time during a particular
      calendar year shall not exceed $100,000. To the extent that ISOs granted
      to a Participant exceed the limitation set forth in the preceding
      sentence, ISOs granted last shall be treated as NQSOs.

	 	 	 	 	 
	 		(ii) 	
      No ISO may be granted under this Plan on or after the
      tenth anniversary of the date this Plan is adopted or the date
      stockholders approve this Plan, whichever is earlier.

	 	 	 	 	 
	 		(iii) 	
      No ISO may be exercisable more than:

	 	 	 	 	 
	 			(A) 	
      in the case of a Participant who is not a Ten Percent
      Stockholder, within the meaning of Code Section 422, on the date the ISO
      is granted; ten (10) years after the date the ISO is granted;
and

	 	 	 	 	 
	 			(B) 	
      in the case of a Participant who is a Ten Percent
      Stockholder, within the meaning of Code Section 422, on the date the ISO
      is granted, five (5) years after the date the ISO is granted.

	 	 	 	 	 
	 		(iv) 	
      The exercise price of any ISO shall be determined by the
      Committee and shall be no less than:

	 	 	 	 	 
	 			(A) 	
      in the case of a Participant who is not a Ten Percent
      Stockholder, on the date the ISO is granted, the fair market value of the
      Common Stock subject to the ISO on such date, and

	 	 	 	 	 
	 			(B) 	
      in the case of a Participant who is a Ten Percent
      Stockholder, on the date the ISO is granted, not less than 110 percent of
      the fair market value of the Common Stock subject to the ISO on such
      date.

	 	 	 	 	 
	 		(v) 	
      The Committee may provide that the option price under an
      ISO may be paid by one or more of the methods available for paying the option price of
an NQSO.



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7.  Stock Appreciation Rights

     An SAR is a right to receive,
upon surrender of the right, but without payment, an amount payable in cash.

	 	(i) 	
      The amount payable with respect to each SAR shall be
      equal in value to the applicable percentage of the excess, if any, of the
      fair market value of a share of Common Stock on the exercise date over the
      exercise price of the SAR. The exercise price of the SAR shall be
      determined by the Committee and shall not be less than the fair market
      value of a share of Common Stock on the date the SAR is granted.

	 	 	 
	 	(ii) 	
      In the case of an SAR granted in tandem with an ISO to a
      Participant who is a Ten Percent Stockholder on the date of such grant,
      the amount payable with respect to each SAR shall be equal in value to the
      applicable percentage of the excess, if any, of the fair market value of a
      share of Common Stock on the exercise date over the exercise price of the
      SAR, which exercise price shall not be less than 110% of the fair market
      value of a share of Common Stock on the date the SAR is granted.

	 	 	 
	 	(iii) 	
      The Committee shall establish the applicable percentage
      and exercise price at the time the SAR is granted.



8.  Restricted Stock

     Restricted Stock is Common Stock
of the Company that is issued to a Participant at a price determined by the
Committee, which price per share may not be less than the par value of the
Common Stock, and is subject to restrictions on transfer and/or such other
restrictions on incidents of ownership as the Committee may determine.

9. Performance Awards

     A Performance Award granted under
the Plan (i) may be denominated or payable in cash, Common Stock (including
without limitation, Restricted Stock), other securities or other Awards and (ii)
shall confer on the holder thereof the right to receive payments, in whole or in
part, upon the achievement of such performance goals during such performance
periods as the Committee shall establish. Subject to the terms of the Plan and
any applicable Award agreement, the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
Performance Award granted and the amount of any payment or transfer to be made
pursuant to any Performance Award shall be determined by the Committee.

10. Other Stock-Based Incentive Awards

     The Committee may from time to
time grant Awards under this Plan that provide the Participant with the right to
purchase Common Stock or that are valued by reference to the fair market value
of the Common Stock (including, but not limited to, phantom securities or
dividend equivalents). Such Awards shall be in a form determined by the
Committee (and may include terms contingent upon a change of control of the
Company), provided that such Awards shall not be inconsistent with the
terms and purposes of the Plan. The Committee will determine the price of any
Award and may accept any lawful consideration.

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11. Price and Payment

     If the Shares are listed on a
national securities exchange in the United States on any date on which the fair
market value per Share is to be determined, the fair market value per Share
shall be deemed to be the average of the high and low quotations at which such
Shares are sold on such national securities exchange on such date. If the Shares
are listed on a national securities exchange in the United States on such date
but the Shares are not traded on such date, the fair market value per Share
shall be determined as of the closest preceding date on which such exchange
shall have been open for business and the Shares were traded. If the Shares are
listed on more than one national securities exchange in the United States on the
date any such Option is granted, the Committee shall determine which national
securities exchange shall be used for the purpose of determining the fair market
value per Share.

     If a public market exists for the
Shares on any date on which the fair market value per Share is to be determined
but the Shares are not listed on a national securities exchange in the United
States, the fair market value per Share shall be deemed to be the mean between
the closing bid and asked quotations for the Shares on such date, the fair
market value per Share shall be deemed to be the mean between the closing bid
and asked quotations in the over-the-counter market for the Shares on the
closest date preceding such date for which such quotations are available.

     If no public market exists for
the Shares on any date on which the fair market value per Share is to be
determined, the Committee shall, in its sole discretion and best judgment,
determine the fair market value of a Share.

     For purposes of this Plan, the
determination by the Committee of the fair market value of a Share shall be
conclusive.

     Upon the exercise of an Option,
the Company shall cause the purchased Shares to be issued only when it shall
have received the full purchase price for the Shares in cash or by certified
check.

12. Exercise of Options

     Options granted under the Plan
may be exercised by a Participant only while the Participant is and,
continuously since the date the Option was granted, has been an employee of the
Company or one of its subsidiaries, except that (i) if the Participant’s
termination of employment is other than for deliberate, willful or gross
misconduct, any Options held by the Participant may be exercised, to the extent
then exercisable, for a period of three months after the date of such
termination of employment; (ii) if such termination of employment is by reason
of retirement or disability, any Options held by the Participant at the time of
retirement or disability will be exercisable for a period of 12 months after the
date of such termination of employment; (iii) in the event of death after
termination of employment pursuant to (i) or (ii) above, the person or persons
to whom the Participant’s rights are transferred by will or the laws of descent
and distribution shall have a period of three years from the date of termination
of the Participant’s employment to exercise any Options which the Participant
could have exercised during such period; and (iv) in the event of the death of
an Participant while employed, any Options then held by the Participant shall
become fully and immediately exercisable and may be exercised by the person or
persons to whom the Participant’s rights are transferred by will or the laws of
descent and distribution for a period of three years after the Participant’s
death. In no event, however, shall any Option be exercisable after the date
specified in Section 5, as applicable.

     An Option granted hereunder shall
be exercisable, in whole or in part, only by written notice delivered in person
or by mail to the Secretary of the Company at its principal office, specifying
the number of shares of Common Stock to be purchased and accompanied by payment
thereof and otherwise in accordance with the option agreement pursuant to which
the Option was granted.

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13. Award Agreements

     Each Award granted under the Plan
shall be evidenced by an Award agreement between the Participant to whom the
Award is granted and the Company, setting forth the number of shares of Common
Stock, SARs, or units subject to the Award and such other terms and conditions
applicable to the Award not consistent with the Plan as the Committee may deem
appropriate.

14. Tax Withholding

     The Committee may establish such
rules and procedures as it considers desirable in order to satisfy any
obligation of the Company or any subsidiary to withhold federal income taxes or
other taxes with respect to any Award made under the Plan. Such rules and
procedures may provide (i) in the case of Awards paid in shares of Common Stock,
that the person receiving the Award may satisfy the withholding obligation by
instructing the Company to withhold shares of Common Stock otherwise issuable
upon exercise of such Award in order to satisfy such withholding obligation and
(ii) in the case of an Award paid in cash, that the withholding obligation shall
be satisfied by withholding the applicable amount and paying the net amount in
cash to the Participant. The employer corporation may, in its discretion, hold
the stock certificate to which such employee is entitled upon the exercise of an
Option as security for the payment of such withholding tax liability, until
sufficient payment of that liability has been accumulated.

15. Change of Control and Limited Rights

     For the purpose of the Plan, a
“Change of Control” affecting the Company shall be deemed to have taken place
upon (i) the acquisition by a third person, including a “group” as defined in
Section 13(d)(3) and 14(d)(2) of the Exchange Act, of shares of the Company
having 51% or more of the total number of votes that may be cast for the
election of Directors of the Company; (ii) stockholder approval of a transaction
for the acquisition of the Company, or substantially all of its assets by
another entity or for a merger, reorganization, consolidation or other business
combination to which the Company is a part; or (iii) the election during any
period of 24 months or less of 50% or more of the Directors of the Company where
such Directors were not in office immediately prior to such period provided,
however, that no “Change of Control” shall be deemed to have taken place if
the Directors of the Company in office on the date of adoption of the Plan, or
their successors in office nominated by such Directors, affirmatively approve a
resolution to such effect.

     In the event of a Change of
Control affecting the Company, then, notwithstanding any provision of the Plan
or of any provisions of any Award agreements entered into between the Company
and any Participant to the contrary, all Awards that have not expired and which
are then held by any Participant (or the person or persons to whom any deceased
Participant’s rights have been transferred) shall, as of such Change of Control,
become fully and immediately vested and exercisable and may be exercised for the
remaining term of such Awards.

     A limited right may be awarded by
the Committee in connection with any Option granted under the Plan with respect
to all or some of the shares of Common Stock covered by such related Option. A
limited right may be granted either at the time the Option is granted or
thereafter at any time prior to the cancellation, exercise, forfeiture,
termination or expiration of the Option. A limited right may be exercised only
during the 60-day period beginning on a Change of Control of the Company.
Notwithstanding the provisions of the immediately preceding sentences, no
limited right may be exercised by a Participant who is subject to Section 16(b)
of the Exchange Act, until the expiration of six months from the date of grant
of the limited right.

     Upon the exercise of limited
rights, the Participant shall receive in cash an amount equal to the product
computed by multiplying (i) the excess of (a) the highest fair market value per
share of Common Stock during the 60-day period ending on the date the limited
right is exercised (or, if greater, the price offered for a share of Common Stock pursuant to a tender offer pending during such
period) over (b) the Option price per share of Common Stock at which the related
Option is exercisable by (ii) the number of shares of Common Stock with respect
to which the limited right is being exercised. Notwithstanding the foregoing, in
case of a limited right granted in respect of an ISO, the holder may not receive
an amount in excess of such amount as will enable such Option to qualify as an
ISO.

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     Upon exercise of a limited right,
such related Option and any related SAR shall cease to be exercisable to the
extent of the shares of Common Stock with respect to which such limited right is
exercised. Upon the exercise or termination of a related Option, the limited
right with respect to such related Option shall terminate to the extent of the
shares of Common Stock with respect to which the related Option was exercised or
terminated.

16. Dilution or Other Adjustment

     If the Company is a party to any
merger or consolidation, or undergoes any separation, reorganization or
liquidation, the Board of Directors of the Company shall have the power to make
arrangements, which shall be binding upon the holders of unexpired Awards, for
the substitution of new Awards for, or the assumption by another corporation of,
any unexpired Awards then outstanding hereunder. In the case of any ISO, such
action shall be taken only in the manner and to the extent permitted by Sections
422 and 424 of the Code. In addition, in the event of a reclassification, stock
split, combination of shares, separation (including a spin-off), dividend on
shares of the Common Stock payable in stock, or other similar change in
capitalization or in the corporate structure of shares of the Common Stock of
the Company, the Committee shall conclusively determine the appropriate
adjustment in the option prices of outstanding Options, in the number and kind
of shares or other securities as to which outstanding Awards shall be
exercisable, and in the aggregate number of shares with respect to which Awards
may be granted. In the case of any ISO, any such adjustment in the shares or
other securities subject to the ISO (including any adjustment in the Option
price) shall be made in such manner as not to constitute a modification as
defined by Section 424(h)(3) of the Code and only to the extent permitted by
Sections 422 and 424 of the Code.

17. Assignability

     No Award granted under this Plan
shall be sold, pledged, assigned or transferred other than by will or the laws
of descent and distribution, and Awards shall be exercisable during a
Participant’s lifetime only by the Participant.

18. Amendment or Termination

     The Board of Directors of the
Company may at any time amend, suspend or terminate the Plan provided,
however, that (i) no change in any Awards previously granted may be made
without the consent of the holder thereof, (ii) no amendment (other than an
amendment authorized by Section 15) may be made increasing the aggregate number
of shares of the Common Stock with respect to which Awards may be granted,
reducing the minimum option price at which Options may be granted, extending the
maximum period during which Awards may be exercised or changing the class of
employees eligible to receive Awards hereunder, without the approval of the
holders of a majority of the outstanding voting shares of the Company.

19. General Provisions

     No Awards may be exercised by a
Participant if such exercise, and the receipt of cash or stock thereunder, would
be, in the opinion of counsel selected by the Company, contrary to law or the
regulations of any duly constituted authority having jurisdiction over the
Plan.

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     Absence on leave approved by a
duly constituted officer of the Company or any of its subsidiaries shall not be
considered interruption or termination of service of any Participant for any
purposes of the Plan or Awards granted thereunder, except that no Awards may be
granted to a Participant while he or she is absent on leave.

     No Award recipient shall have any
rights as a stockholder with respect to any shares subject to Awards granted to
him or her under the Plan prior to the date as of which he or she is actually
recorded as the holder of such shares upon the stock records of the Company.

     Nothing contained in the Plan or
in Awards granted thereunder shall confer upon any Participant any right to
continue in the employ of the Company or any of its subsidiaries or interfere in
any way with the right of the Company or any of its subsidiaries to terminate
his or her employment at any time.

     Any Award agreement may provide
that stock issued upon exercise of any Awards may be subject to such
restrictions, including, without limitation, restrictions as to transferability
and restrictions constituting substantial risks or forfeiture as the Committee
may determine at the time such Award is granted.

20. Effective Date

     The Plan shall become effective
on the date of its adoption by the Board of Directors of the Company subject to
approval of the Plan by the holders of a majority of the outstanding voting
shares of the Company within 12 months after the date of the Plan’s adoption by
said Board of Directors. In the event of the failure to obtain such stockholder
approval, the Plan shall be null and void and the Company shall have no
liability thereunder. No Award granted under the Plan shall be exercisable until
such stockholder approval has been obtained.

21. Termination

     No Award may be granted under the
Plan on or after the date which is ten (10) years following the effective date
specified in Section 19, but Awards previously granted may be exercised in
accordance with their terms.

22. Governing Law

     The Plan and such Options as may
be granted thereunder and all related matters shall be governed by, and
construed and enforced in accordance with, the laws of the State of Nevada, from
time to time obtaining, without giving effect to conflict of law principles
thereof. This Plan shall at all times be subject to all legal requirements
relating to the administration of stock option plans, if any, under applicable
Canadian federal and provincial, and 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 Awards granted
to residents therein (collectively, the “Applicable Laws”). 

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