MICROMEM
      TECHNOLOGIES INC.

    


    2005
      DIRECTORS, OFFICERS AND EMPLOYEES 

    STOCK
      OPTION PLAN

    


    
      	
              1.

            	
              Purpose
                of the Plan

            


    

    


    
      	
              1.1

            	
              The
                purpose of the Plan is to attract, retain and motivate persons with
                the
                required training, experience and leadership as directors, officers,
                employees and key service providers of the Corporation and its
                Subsidiaries and to advance the interests of the Corporation by providing
                such persons with the opportunity, through share options, to acquire
                an
                increased proprietary interest in the Corporation. This Plan shall
                serve
                to amend and restate the Corporation’s 2001 Stock Option Plan which was
                approved by shareholders on March 14,
                2001.

            


    

    


    
      	
              2.

            	
              Defined
                Terms

            


    

    


    
      	 	
              Where
                used herein, the following terms shall have the following meanings,
                respectively:

            


    

    


    
      	
              2.1

            	
              "Board"
                shall mean the board of directors of the
                Corporation;

            


    

    


    
      	
              2.2

            	
              "Corporation"
                means Micromem Technologies Inc.;

            


    

    


    
      	
              2.3

            	
              "Eligible
                Person"
                means:

            


    

    


    
      	 	
              (i)

            	
              any
                director, officer or employee of the Corporation or any Subsidiary,
                or any
                other Service Provider (an "Eligible
                Individual");
                or

            


    

    


    
      	 	
              (ii)

            	
              a
                corporation of which an Eligible Individual is an employee or shareholder
                (an "Employee
                Corporation");

            


    

    


    
      	
              2.4

            	
              "Insider"
                means any insider, as such term is defined in Subsection 1(1) of
                the
                Securities
                Act
                (Ontario), of the Corporation;

            


    

    


    
      	
              2.5

            	
              "Market
                Price"
                at any date in respect of the Shares means the closing sale price
                of the
                Shares on the OTC Bulletin Board (or other stock exchange on which
                the
                Shares are listed and posted for trading from time to time as may
                be
                selected for such purpose by the Board) on the trading day immediately
                preceding such date. In the event that the Shares did not trade on
                such
                trading day, the Market Price shall be the average of the bid and
                ask
                prices in respect of the Shares at the close of trading on such trading
                day. In the event that the Shares are not listed and posted for trading
                on
                any stock exchange or quotation system, the Market Price shall be
                the fair
                market value of the Shares as determined by the Board in its sole
                discretion;

            


    

    


    
      	
              2.6

            	
              "Option"
                means an option to purchase Shares granted to an Eligible Person
                under the
                Plan;

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              2.7

            	
              "Option
                Price"
                means the price per Share at which Shares may be purchased under
                an
                Option, as the same may be adjusted from time to time in accordance
                with
                Article 8 hereof;

            


    

    


    
      	
              2.8

            	
              "Optioned
                Shares"
                means the Shares issuable pursuant to an exercise of
                Options;

            


    

    


    
      	
              2.9

            	
              "Optionee"
                means an Eligible Person to whom an Option has been granted and who
                continues to hold such Option;

            


    

    2.10
      "Plan"
      means
      this Micromem Technologies Inc. Stock Option Plan, as the same may be further
      amended or varied from time to time;

    


    
      	
              2.11

            	
              "Service
                Provider"
                means:

            


    

    


    
      	 	
              (i)

            	
              an
                employee or Insider of the Corporation or any Subsidiary;
                or

            


    

    


    
      	 	
              (ii)

            	
              any
                other person or company engaged to provide ongoing management or
                consulting services for the Corporation or for any entity controlled
                by
                the Corporation;

            


    

    


    
      	
              2.12

            	
              "Shares"
                means the common shares of the Corporation or, in the event of an
                adjustment contemplated by Article 8 hereof, such other shares or
                securities to which an Optionee may be entitled upon the exercise
                of an
                Option as a result of such adjustment;
                and

            


    

    


    
      	
              2.13

            	
              "Subsidiary"
                means any corporation which is a subsidiary, as such term is defined
                in
                Subsection 1(2) of the
                Business Corporations Act (Ontario),
                of the Corporation.

            


    

    


    
      	
              3.

            	
              Administration
                of the Plan

            


    

    


    
      	
              3.1

            	
              The
                Plan shall be administered by the
                Board.

            


    

    


    
      	
              3.2

            	
              The
                Board shall have the power, where consistent with the general purpose
                and
                intent of the Plan and subject to the specific provisions of the
                Plan:

            


    

    


    
      	 	
              (a)

            	
              to
                establish policies and to adopt rules and regulations for carrying
                out the
                purposes, provisions and administration of the
                Plan;

            


    

    


    
      	 	
              (b)

            	
              to
                interpret and construe the Plan and to determine all questions arising
                out
                of the Plan or any Option, and any such interpretation, construction
                or
                determination made by the Board shall be final, binding and conclusive
                for
                all purposes;

            


    

    


    
      	 	
              (c)

            	
              to
                determine the number of Shares covered by each
                Option;

            


    

    


    
      	 	
              (d)

            	
              to
                determine the Option Price of each
                Option;

            


    

    


    
      	 	
              (e)

            	
              to
                determine the time or times when Options will be granted and
                exercisable;

            


    

    


    
      	 	
              (f)

            	
              to
                determine if the Shares which are issuable on the exercise of an
                Option
                will be subject to any restrictions upon the exercise of such Option;
                and

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
      	 	
              (g)

            	
              to
                prescribe the form of the instruments relating to the grant, exercise
                and
                other terms of the Options.

            


    

    


    
      	
              3.3

            	
              The
                Board may, in its discretion, require as conditions to the grant
                or
                exercise of any Option that the Optionee shall
                have:

            


    

    


    
      	 	
              (a)

            	
              represented,
                warranted and agreed in form and substance satisfactory to the Corporation
                that he or she is acquiring and will acquire such Option and the
                Shares to
                be issued upon the exercise thereof or, as the case may be, is acquiring
                such Shares, for his or her own account, for investment and not with
                a
                view to or in connection with any distribution, that he or she has
                had
                access to such information as is necessary to enable him or her to
                evaluate the merits and risks of such investment and that he or she
                is
                able to bear the economic risk of holding such Shares for an indefinite
                period;

            


    

    


    
      	 	
              (b)

            	
              agreed
                to restrictions on transfer in form and substance satisfactory to
                the
                Corporation and to an endorsement on any option agreement or certificate
                representing the Shares making appropriate reference to such restrictions
                (including any notation required by any securities regulatory authority,
                stock exchange or trading facility having jurisdiction);
                and

            


    

    


    
      	 	
              (c)

            	
              agreed
                to indemnify the Corporation in connection with the
                foregoing.

            


    

    


    
      	
              3.4

            	
              Any
                Option granted under the Plan shall be subject to the requirement
                that, if
                at any time counsel to the Corporation shall determine that the listing,
                registration or qualification of the Shares subject to such Option
                upon
                any securities exchange or under any law or regulation of any
                jurisdiction, or the consent or approval of any securities exchange
                or any
                governmental or regulatory body, is necessary as a condition of,
                or in
                connection with, the grant or exercise of such Option or the issuance
                or
                purchase of Shares thereunder, such Option may not be accepted or
                exercised in whole or in part unless such listing, registration,
                qualification, consent or approval shall have been effected or obtained
                on
                conditions acceptable to the Board. Nothing herein shall be deemed
                to
                require the Corporation to apply for or to obtain such listing,
                registration, qualification, consent or
                approval.

            


    

    


    
      	
              3.5

            	
              This
                Plan shall be read and interpreted consistently with all applicable
                laws,
                rules, regulations and policies of any securities regulatory authority,
                stock exchange or trading facility having jurisdiction and, to the
                extent
                of any inconsistency between the terms of this Plan and the provisions
                of
                such laws, rules, regulations and policies, the provisions of such
                laws,
                rules, regulations and policies shall
                prevail.

            


    

    


    
      	
              4.

            	
              Shares
                Subject to the Plan

            


    

    


    
      	 	
              Options
                may be granted in respect of authorized and unissued Shares, provided
                that
                the aggregate number of Shares reserved for issuance upon the exercise
                of
                all Options granted under the Plan, subject to any adjustment of
                such
                number pursuant to the provisions of Article 8 hereof, shall not
                exceed
                12.4 million or such greater number of Shares as may be determined
                by the
                Board and approved, if required, by the shareholders of the Corporation
                and by any relevant stock exchange or other regulatory authority
                (including shares issuable pursuant to options previously granted
                and that
                are outstanding under the 2001 Stock Option Plan). Optioned Shares
                in
                respect of which Options are not exercised shall be available for
                subsequent Options. No fractional Shares may be purchased or issued
                under
                the Plan..

            


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
      	
              5.

            	
              Eligibility;
                Grant; Terms of Options

            


    

    


    
      	
              5.1

            	
              Options
                may be granted to any Eligible Person in accordance with this Article
                5.

            


    

    


    
      	
              5.2

            	
              Options
                may be granted by the Corporation to the extent that they have been
                approved by the Board.

            


    

    


    
      	
              5.3

            	
              Subject
                as herein and otherwise specifically provided in this Article 5,
                the
                number of Shares subject to each Option, the Option Price of each
                Option,
                the expiration date of each Option, the extent to which each Option
                is
                exercisable from time to time during the term of the Option and other
                terms and conditions relating to each such Option shall be determined
                by
                the Board or a director or officer of the Corporation designated
                by the
                Board to make such determination.

            


    

    


    
      	
              5.4

            	
              Each
                Option granted under this Plan shall be exercisable for a maximum
                period
                of ten (10) years from the date the Option is granted to the Optionee.
                Subject to this section 5.4, the Board shall, at the time of granting
                an
                Option, determine the time or times when an Option or a part of an
                Option
                shall be exercisable.

            


    

    


    
      	
              5.5

            	
              Subject
                to any adjustments pursuant to the provisions of Article 8 hereof,
                the
                Option Price of any Option shall in no circumstances be lower than
                the
                Market Price on the date on which the grant of the Option is approved
                by
                the Board unless otherwise permitted under applicable laws, rules
                and
                regulations and the rules of any stock exchange or trading facility
                through which the Shares may be traded from time to time. If, as
                and when
                any Shares have been duly purchased and paid for under the terms
                of an
                Option, such Shares shall be conclusively deemed allotted and issued
                as
                fully paid non-assessable Shares at the price paid
                therefore.

            


    

    


    
      	
              5.6

            	
              An
                Option is personal to the Optionee and non-assignable (whether by
                operation of law or otherwise), except as provided for herein. Upon
                any
                attempt to transfer, assign, pledge, hypothecate or otherwise dispose
                of
                an Option contrary to the provisions of the Plan, or upon the levy
                of any
                attachment or similar process upon an Option, the Option shall, at
                the
                election of the Corporation, cease and terminate and be of no further
                force or effect whatsoever.

            


    

    


    
      	
              6.

            	
              Termination
                of Employment, Death

            


    

    


    
      	
              6.1

            	
              Subject
                to Sections 6.2 and 6.3 hereof and to any express resolution passed
                by the
                Board with respect to an Option, an Option and all rights to purchase
                Shares pursuant thereto shall expire and terminate immediately upon
                the
                Optionee who holds such Option ceasing to be an Eligible
                Person.

            


    

    


    
      	
              6.2

            	
              If,
                before the expiry of an Option in accordance with the terms thereof,
                an
                Optionee shall cease to be an Eligible Person (an "Event of Termination")
                for any reason other than the termination for "cause" of his or her
                employment with the Corporation or any Subsidiary then the Optionee
                may:

            


    

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
      	 	
              (a)

            	
              exercise
                the Option to the extent that he or she was entitled to do so at
                the time
                of such Event of Termination, at any time up to and including, but
                not
                after, the forty-fifth (45th)
                day after the date of such Event of Termination, or prior to the
                close of
                business on the expiration date of the Option, whichever is earlier;
                and

            


    

    


    
      	 	
              (b)

            	
              with
                the prior written consent of the Board, which consent may be withheld
                arbitrarily in the Corporation's sole discretion, exercise any part
                of the
                Option which was not exercisable at the time of the occurrence of
                the
                Event of Termination at any time up to and including, but not after,
                the
                ninetieth (90th)
                day after the date of such Event of Termination, or prior to the
                close of
                business on the expiration date of the Option, whichever is earlier,
                to
                purchase all or any of the Optioned Shares as the Board may designate
                but
                not exceeding the number of Optioned Shares the Optionee would have
                otherwise been entitled to purchase pursuant to the Option had the
                Optionee's status as an Eligible Person been maintained for the term
                of
                the Option.

            


    

    


    
      	
              6.3

            	
              If
                an Optionee dies before the expiry of an Option in accordance with
                the
                terms thereof, the Optionee's legal representative(s) may, subject
                to the
                terms of the Option and the Plan:

            


    

    


    
      	 	
              (a)

            	
              exercise
                the Option to the extent that the Optionee was entitled to do so
                at the
                date of his or her death at any time up to and including, but not
                after,
                the date which is one year after the date of death of the Optionee,
                or
                prior to the close of business on the expiration date of the Option,
                whichever is earlier; and

            


    

    


    
      	 	
              (b)

            	
              with
                the prior written consent of the Board, exercise at any time up to
                and
                including, but not after, the date which is one year after the date
                of
                death of the Optionee, or prior to the close of business on the expiration
                date of the Option, whichever is earlier, any part of the Option
                which was
                not exercisable at the time of the Optionee's death to purchase all
                or any
                of the Optioned Shares as the Board may designate but not exceeding
                the
                number of Optioned Shares the Optionee would have otherwise been
                entitled
                to purchase had the Optionee
                survived.

            


    

    


    
      	
              6.4

            	
              For
                greater certainty, Options shall not be affected by any change of
                employment of the Optionee or by the Optionee ceasing to be a director
                of
                the Corporation provided that the Optionee continues to be an Eligible
                Person.

            


    

    


    
      	
              6.5

            	
              For
                the purposes of this Article 6, a determination by the Corporation
                that an
                Optionee was discharged for "cause" shall be binding on the Optionee;
                provided, however, that such determination shall not be conclusive
                of the
                Optionee's potential entitlement to damages for the loss of the right
                to
                exercise an Option in the event that a court of competent jurisdiction
                ultimately determines that the discharge was without
                "cause".

            


    

    


    
      	
              6.6

            	
              If
                the Optionee is an Employee Corporation, the references to the Optionee
                in
                this Article 6 shall be deemed to refer to the Eligible Individual
                associated with the Employee
                Corporation.

            


    

    


    
      	
              6.7

            	
              If
                an Optionee has been terminated "for cause" or does not exercise
                his or
                her options in accordance with the provisions of sections 6.2 or
                6.3 as
                the case may be, the number of options not exercised shall be added
                to the
                number of options remaining available to be granted under the
                Plan.

            


    

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
      	
              7.

            	
              Exercise
                of Options

            


    

    


    
      	
              7.1

            	
              Subject
                to the provisions of the Plan, an Option may be exercised from time
                to
                time by delivery to the Corporation at its registered office of a
                written
                notice of exercise addressed to the Secretary of the Corporation
                specifying the number of Shares with respect to which the Option
                is being
                exercised and accompanied by payment in full, by cash or certified
                cheque,
                of the Option Price of the Shares then being purchased. Certificates
                for
                such Shares shall be issued and delivered to the Optionee within
                a
                reasonable time following the receipt of such notice and
                payment.

            


    

    


    
      	
              7.2

            	
              Notwithstanding
                any of the provisions contained in the Plan or in any Option, the
                Corporation's obligation to issue Shares to an Optionee pursuant
                to the
                exercise of any Option shall be subject
                to:

            


    

    


    
      	 	
              (a)

            	
              completion
                of such registration or other qualification of such Shares or obtaining
                approval of such governmental or regulatory authority as the Corporation
                shall determine to be necessary or advisable in connection with the
                authorization, issuance or sale
                thereof;

            


    

    


    
      	 	
              (b)

            	
              the
                admission of such Shares to listing on any stock exchange on which
                the
                Shares may then be listed;

            


    

    


    
      	 	
              (c)

            	
              the
                receipt from the Optionee of such representations, warranties, agreements
                and undertakings, as the Corporation determines to be necessary or
                advisable in order to safeguard against the violation of the securities
                laws of any jurisdiction; and

            


    

    


    
      	 	
              (d)

            	
              the
                satisfaction of any conditions on exercise prescribed pursuant to
                Section
                3.4 hereof.

            


    

    


    
      	
              7.3

            	
              Options
                shall be evidenced by a share option agreement, instrument or certificate
                in such form not inconsistent with this plan as the Board may from
                time to
                time determine as provided for under Subsection 3.2 (g), provided
                that the
                substance of Article 5 be included
                therein.

            


    

    


    
      	
              8.

            	
              Certain
                Adjustments

            


    

    


    
      	
              8.1

            	
              In
                the event of any subdivision or redivision of the Shares into a greater
                number of Shares at any time after the grant of an Option to any
                Optionee
                and prior to the expiration of the term of such Option, the Corporation
                shall deliver to such Optionee at the time of any subsequent exercise
                of
                his or her Option in accordance with the terms hereof, in lieu of
                the
                number of Shares to which he or she was theretofore entitled upon
                such
                exercise, but for the same aggregate consideration payable therefor,
                such
                number of Shares as such Optionee would have held as a result of
                such
                subdivision or redivision if, on the record date thereof, the Optionee
                had
                been the registered holder of the number of Shares to which he or
                she was
                theretofore entitled upon such
                exercise.

            


    

    


    
      	
              8.2

            	
              In
                the event of any consolidation of the Shares into a lesser number
                of
                Shares at any time after the grant of an Option to any Optionee and
                prior
                to the expiration of the term of such Option, the Corporation shall
                deliver to such Optionee at the time of any subsequent exercise of
                his or
                her Option in accordance with the terms hereof, in lieu of the number
                of
                Shares to which he or she was theretofore entitled upon such exercise,
                but
                for the same aggregate consideration payable therefor, such number
                of
                Shares as such Optionee would have held as a result of such consolidation
                if, on the record date thereof, the Optionee had been the registered
                holder of the number of Shares to which he or she was theretofore
                entitled
                upon such exercise.

            


    

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
      	
              8.3

            	
              If
                at any time after the grant of an Option to any Optionee and prior
                to the
                expiration of the term of such Option, the Shares shall be reclassified,
                reorganized or otherwise changed, otherwise than as specified in
                Sections
                8.1 and 8.2 or, subject to the provisions of Subsection 9.2(a) hereof,
                the
                Corporation shall consolidate, merge or amalgamate with or into another
                corporation (the corporation resulting or continuing from such
                consolidation, merger or amalgamation being herein called the "Successor
                Corporation"), or the Corporation shall pay a stock dividend (other
                than
                any dividends in the ordinary course), the Optionee shall be entitled
                to
                receive upon the subsequent exercise of his or her Option in accordance
                with the terms hereof and shall accept in lieu of the number of Shares
                to
                which he or she was theretofore entitled upon such exercise but for
                the
                same aggregate consideration payable therefor, the aggregate number
                of
                shares of the appropriate class and/or other securities of the Corporation
                or the Successor Corporation (as the case may be) and/or other
                consideration from the Corporation or the Successor Corporation (as
                the
                case may be) that the Optionee would have been entitled to receive
                as a
                result of such reclassification, reorganization or other change or,
                subject to the provisions of Subsection 9.2(a) hereof, as a result
                of such
                consolidation, merger, amalgamation, or stock dividend, if on the
                record
                date of such reclassification, reorganization, other change or stock
                dividend, or the effective date of such consolidation, merger or
                amalgamation or dividend payment, as the case may be, he or she had
                been
                the registered holder of the number of Shares to which he or she
                was
                theretofore entitled upon such
                exercise.

            


    

    


    
      	
              8.4

            	
              In
                the event the Corporation should declare and pay a special cash dividend
                or other distribution out of the ordinary course, a special dividend
                in
                specie on the Shares, or a stock dividend other than in the ordinary
                course, the Option Price of all Options outstanding on the record
                date of
                such dividend or other distribution shall be reduced by an amount
                equal to
                the cash payment or other distribution or the fair market value of
                the
                dividend in specie or stock dividend or other distribution, as determined
                by the Board in its sole discretion. Any such reduction in the Option
                Price shall be subject to regulatory approval and the Option Price
                shall
                not be less than $0.01 per Share.

            


    

    


    
      	
              9.

            	
              Amendment
                or Discontinuance of the
                Plan

            


    

    


    
      	
              9.1

            	
              The
                Board may amend or discontinue the Plan at any time, provided, however,
                that no such amendment may materially and adversely affect any Option
                previously granted to an Optionee without the consent of the Optionee,
                except to the extent required by law. Any such amendment shall, if
                required, be subject to the prior approval of, or acceptance by,
                any stock
                exchange on which the Shares are listed and posted for trading. For
                greater certainty, the Board may, by resolution duly passed, amend
                this
                Plan to reduce the number of shares in respect of which options have
                not
                been granted at the date of such resolution and that are subject
                to this
                Plan, to meet the requirements of any stock exchange or regulatory
                authority.

            


    

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
      	
              9.2

            	
              Notwithstanding
                anything contained to the contrary in this Plan or in any resolution
                of
                the Board in implementation
                thereof:

            


    

    


    
      	 	
              (a)

            	
              in
                the event the Corporation proposes to amalgamate, merge or consolidate
                with any other corporation (other than a wholly-owned Subsidiary)
                or to
                liquidate, dissolve or wind-up, or in the event an offer to purchase
                or
                repurchase the Shares of the Corporation or any part thereof shall
                be made
                to all or substantially all holders of Shares of the Corporation,
                the
                Corporation shall have the right, upon written notice thereof to
                each
                Optionee holding Options under the Plan, to permit the exercise of
                all
                such Options within the 20 day period next following the date of
                such
                notice and to determine that upon the expiration of such 20 day period,
                all rights of the Optionees to such Options or to exercise same (to
                the
                extent not theretofore exercised) shall ipso
                facto
                terminate and cease to have further force or effect
                whatsoever;

            


    

    


    
      	 	
              (b)

            	
              in
                the event of the sale by the Corporation of all or substantially
                all of
                the assets of the Corporation as an entirety or substantially as
                an
                entirety so that the Corporation shall cease to operate as an active
                business, any outstanding Option may be exercised as to all or any
                part of
                the Optioned Shares in respect of which the Optionee would have been
                entitled to exercise the Option in accordance with the provisions
                of the
                Plan at the date of completion of any such sale at any time up to
                and
                including, but not after the earlier of: (i) the close of business
                on that
                date which is thirty (30) days following the date of completion of
                such
                sale; and (ii) the close of business on the expiration date of the
                Option;
                but the Optionee shall not be entitled to exercise the Option with
                respect
                to any other Optioned Shares;

            


    

    


    
      	 	
              (c)

            	
              subject
                to the rules of any relevant stock exchange or other regulatory authority,
                the Board may, by resolution, advance the date on which any Option
                may be
                exercised or extend the expiration date of any Option. The Board
                shall
                not, in the event of any such advancement or extension, be under
                any
                obligation to advance or extend the date on or by which Options may
                be
                exercised by any other Optionee;
                and

            


    

    


    
      	 	
              (d)

            	
              the
                Board may, by resolution, but subject to applicable regulatory
                requirements, decide that any of the provisions hereof concerning
                the
                effect of termination of the Optionee's employment shall not apply
                to any
                Optionee for any reason acceptable to the
                Board.

            


    

    


    
      	 	
              Notwithstanding
                the provisions of this Article 9, should changes be required to the
                Plan
                by any securities commission, stock exchange or other governmental
                or
                regulatory body of any jurisdiction to which the Plan or the Corporation
                now is or hereafter becomes subject, such changes shall be made to
                the
                Plan as are necessary to conform with such requirements and, if such
                changes are approved by the Board, the Plan as amended, shall be
                filed
                with the records of the Corporation and shall remain in full force
                and
                effect in its amended form as of and from the date of its adoption
                by the
                Board.

            


    

    


    
      	
              10.

            	
              Miscellaneous
                Provisions

            


    

    


    
      	
              10.1

            	
              An
                Optionee shall not have any rights as a shareholder of the Corporation
                with respect to any of the Shares covered by such Option until the
                date of
                issuance of a certificate for Shares upon the exercise of such Option,
                in
                full or in part, and then only with respect to the Shares represented
                by
                such certificate or certificates. Without in any way limiting the
                generality of the foregoing, no adjustment shall be made for dividends
                or
                other rights for which the record date is prior to the date such
                share
                certificate is issued.

            


    

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
      	
              10.2

            	
              Nothing
                in the Plan or any Option shall confer upon an Optionee any right
                to
                continue or be re-elected as a director of the Corporation or any
                right to
                continue in the employ of the Corporation or any Subsidiary, or affect
                in
                any way the right of the Corporation or any Subsidiary to terminate
                his or
                her employment at any time; nor shall anything in the Plan or any
                Option
                be deemed or construed to constitute an agreement, or an expression
                of
                intent, on the part of the Corporation or any Subsidiary to extend
                the
                employment of any Optionee beyond the time which he or she would
                normally
                be retired pursuant to the provisions of any present or future retirement
                plan of the Corporation or any Subsidiary, or beyond the time at
                which he
                or she would otherwise be retired pursuant to the provisions of any
                contract of employment with the Corporation or any
                Subsidiary.

            


    

    


    
      	
              10.3

            	
              Notwithstanding
                Section 5.8 hereof, Options may be transferred or assigned between
                an
                Eligible Individual and the related Employee Corporation provided
                the
                assignor delivers notice to the Corporation prior to the
                assignment.

            


    

    


    
      	
              10.4

            	
              The
                Plan and all matters to which reference is made herein shall be governed
                by and interpreted in accordance with the laws of the Province of
                Ontario,
                the laws of Canada and the laws of the United States of America applicable
                therein.

            


    

    


    
      	
              11.

            	
              Shareholder
                and Regulatory Approval

            


    

    


    
      	
              11.1

            	
              The
                Plan shall be subject to ratification by the shareholders of the
                Corporation to be effected by a resolution passed at a meeting of
                the
                shareholders of the Corporation, and to acceptance by any other relevant
                regulatory authority. Any Options granted prior to such ratification
                and
                acceptance shall be conditional upon such ratification and acceptance
                being given and no such Options may be exercised unless and until
                such
                ratification and acceptance are
                given.

            


    

    


    


    DATED
      this 8th
      day of
      April, 2005.

     

    
      
         

      

      
        9