---

EZ ENGLISH ONLINE INC. 2007 STOCK OPTION PLAN

This 2007 Stock Option Plan (the "Plan") provides for the grant of options to
acquire common shares (the "Common Shares") in the capital of EZ ENGLISH ONLINE
INC., a corporation formed under the laws of the State of Delaware (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" and stock options that do not
qualify under Section 422 of the Code are referred to as "Non-Qualified Stock
Options". Incentive Stock Options and Non-Qualified Stock Options granted under
this Plan are collectively referred to 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 2 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 Shares are registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
Corporation wishes to grant Incentive Stock Options, then 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 -

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 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 the purpose of the Plan, 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 granted as 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 who are not Employees as the Plan Administrator shall select, subject to
any Applicable Laws.

---

- 3 -

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
5,000,000 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(m) 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 10% 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;

---

- 4 -

(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, and provided that for Incentive Stock Options:

A.         the excess of
the aggregate fair market value of the shares subject to the option immediately
after the substitution over the aggregate exercise price of such shares is not
more than the excess of the aggregate fair market value of all shares subject to
the option immediately before such substitution over the aggregate exercise
price of such shares, and

---

- 5 -

B.         the substituted
option does not give the employee additional benefits which he did not have
under the previously held Option; and

(iv)         with respect
to Non-Qualified Stock Options, the exercise price per share shall be the fair
market value of the Common Shares as determined by the Plan Administrator in
good faith.

(d)         Duration of
Options

At the time of the grant of the Option, the Plan Administrator
shall designate, subject to Section 5.1(g) below, the expiration date of the
Option (the Expiration Date), 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.

(e)         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 if no vesting schedule is
specified at the time of grant, the Option shall vest according to the following
schedule:

Number of Years
    Percentage of TotalFollowing
      Date of Grant
    Option VestedOne
    25%Two
    50%Three
    75%Four
    100%


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.

---

- 6 -

(f)        
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.

(g)         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(d) 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 duration of the options
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 duration of the options is extended by
the Plan Administrator until a date not later than the Expiration Date of the
Option.

(ii)        
Notwithstanding Section 5.1(g)(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(g)(i)A above;

B.         the event
specified in Section 5.1(g)(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 unless, in the case
of a Non-Qualified Stock Option, the duration of the options is extended by the
Plan Administrator until a date not later than the Expiration Date of the
Option.

(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

---

- 7 -

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(f) 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.

(h)         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 Common 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 Common
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 Common 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(i) 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 has been made by the Holder, to the satisfaction of the
Corporation, for the payment of the aggregate exercise price for all Common
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.

---

- 8 -

(i)         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
a properly executed exercise notice together with irrevocable instructions to a
broker promptly to sell or margin a sufficient portion of the Common Shares and
deliver directly to the Corporation the amount of sale or margin loan proceeds
to pay the exercise price; or

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

(j)         No Rights
as a Shareholder

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

(k)        
Non-transferability of Options

(i)         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 or by applicable laws of
descent and distribution or, in the case of a Non-Qualified Stock Option,
pursuant to a qualified domestic relations order, and shall not be subject to
execution, attachment or similar process; provided however that, subject to
applicable laws:

A.         for
Non-Qualified Stock Options, any Agreement may provide or be amended to provide
that a Non-Qualified Stock Option to which it relates is transferable without
payment of consideration to immediate family members of the Optionee or to
trusts or partnerships or limited liability companies established exclusively
for the benefit of the Optionee and the Optionee's immediate family members; or

B.         for all
Options, the Optionee's heirs or administrators may exercise any portion of the
outstanding Options within one year of the Optionee's death.

---

- 9 -

(ii)         Upon any
attempt to transfer, assign, pledge, hypothecate or 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.

(l)         Securities
Regulation and Tax Withholding

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

---

- 10 -

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; or

B.         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(l)(iii) above.

(m)         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 Common 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).

(ii)         Except as
provided in Section 5.1(m)(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,

---

- 11 -

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(m)(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(m) 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.

(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.

---

- 12 -

6.3         Any
Incentive Stock 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
Incentive Stock 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 Corporation 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.

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.

---

- 13 -

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: January 16, 2007



---