ex4_1.htm


    2007
STOCK OPTION PLAN OF

    


    Ivany
Mining Inc.

    


    A
Delaware Corporation


    


    


    October
18, 2007


    


    


    


    STOCK
OPTION PLAN OF

    Ivany
Mining Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
OF CONTENTS

    


    Page No.

    


    


    
      	
               
      

            	PURPOSE
      OF THE PLAN	
              1

            


    

    


    
      	
               
      

            	TYPES
      OF STOCK OPTIONS	
              1

            


    

    


    
      	
               
      

            	DEFINITIONS	
              1

            


    

    


    
      	
               
      

            	ADMINISTRATION
      OF THE PLAN	
              2

            


    

    


    
      	
               
      

            	GRANT
      OF OPTIONS	
              3

            


    

    


    
      	
               
      

            	STOCK
      SUBJECT TO PLAN	
              4

            


    

    


    
      	
               
      

            	TERMS
      AND CONDITIONS OF OPTIONS	
              4

            


    

    


    
      	
               
      

            	TERMINATION
      OR AMENDMENT OF THE PLAN 	
              9

            


    

    


    
      	
               
      

            	INDEMNIFICATION	
              9

            


    

    


    
      	
               
      

            	EFFECTIVE
      DATE AND TERM OF THE PLAN	
              10

            


    

    


    
      	
               
      

            	MISCELLANEOUS	
              10

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    STOCK
OPTION PLAN OF

    Ivany
Mining Inc.

    


    A
Delaware Corporation

    


    
      	
              1.  

            	
              PURPOSE
      OF THE PLAN

            


    

    


    The
purpose of this Plan is to strengthen Ivany Mining Inc. (hereinafter the
“Company”) by providing incentive stock options as a means to attract, retain
and motivate key corporate personnel, through ownership of stock of the Company,
and to attract individuals of outstanding ability to render services to and
enter the employment of the Company or its subsidiaries.

    


    
      	
              2.  

            	
              TYPES
      OF STOCK OPTIONS

            


    

    


    There
shall be two types of Stock Options (referred to herein as "Options" without
distinction between such different types) that may be granted under this Plan:
(1) Options intended to qualify as Incentive Stock Options under Section 422 of
the Internal Revenue Code (“Qualified Stock Options”), and (2) Options not
specifically authorized or qualified for favorable income tax treatment under
the Internal Revenue Code (“Non-Qualified Stock Options”).

    


    
      	
              3.  

            	
              DEFINITIONS

            


    

    


    The
following definitions are applicable to the Plan:

    


    
      	
              (1)  

            	
              Board.  The
      Board of Directors of the Company.

            


    

    


    
      	
              (2)  

            	
              Code.  The
      Internal Revenue Code of 1986, as amended from time to
    time.

            


    

    


    
      	
              (3)  

            	
              Common
      Stock. The shares of Common Stock of the
  Company.

            


    

    


    
      	
              (4)  

            	
              Company.
      Ivany Mining Inc., a Delaware
corporation.

            


    

    


    
      	
              (5)  

            	
              Consultant.
      An individual or entity that renders professional services to the Company
      as an independent contractor and is not an employee or under the direct
      supervision and control of the
Company.

            


    

    


    
      	
              (6)  

            	
              Disabled
      or Disability.  For the purposes of Section 7, a disability of
      the type defined in Section 22(e)(3) of the Code. The determination of
      whether an individual is Disabled or has a Disability is determined under
      procedures established by the Plan Administrator for purposes of the
      Plan.

            


    

    


    
      	
              (7)  

            	
              Fair
      Market Value. For purposes of the Plan, the “fair market value" per share
      of Common Stock of the Company at any date shall be: (a) if the Common
      Stock is listed on an established stock exchange or exchanges or the
      NASDAQ National Market, the closing price per share on the last trading
      day immediately preceding such date on the principal exchange on which it
      is traded or as reported by NASDAQ; or (b) if the Common Stock is not then
      listed on an exchange or the NASDAQ National Market, but is quoted on the
      NASDAQ Small Cap Market, the NASDAQ electronic bulletin board or the
      National Quotation Bureau pink sheets, the average of the closing bid and
      asked prices per share for the Common Stock as quoted by NASDAQ or the
      National Quotation Bureau, as the case may be, on the last trading day
      immediately preceding such date; or (c) if the Common Stock is not then
      listed on an exchange or the NASDAQ National Market, or quoted by NASDAQ
      or the National Quotation Bureau, an amount determined in good faith by
      the Plan Administrator.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      
        	
                  

              	
                immediately
      preceding such date on the principal exchange on which it is traded or as
      reported by NASDAQ; or (b) if the Common Stock is not then listed on an
      exchange or the NASDAQ National Market, but is quoted on the NASDAQ Small
      Cap Market, the NASDAQ electronic bulletin board or the National Quotation
      Bureau pink sheets, the average of the closing bid and asked prices per
      share for the Common Stock as quoted by NASDAQ or the National Quotation
      Bureau, as the case may be, on the last trading day immediately preceding
      such date; or (c) if the Common Stock is not then listed on an exchange or
      the NASDAQ National Market, or quoted by NASDAQ or the National Quotation
      Bureau, an amount determined in good faith by the Plan
      Administrator.

              


      

    

     

    
      	
              (8)  

            	
              Incentive
      Stock Option. Any Stock Option intended to be and designated as an
      "incentive stock option" within the meaning of Section 422 of the
      Code.

            


    

    


    
      	
              (9)  

            	
              Non-Qualified
      Stock Option. Any Stock Option
      that is not an Incentive Stock
Option.

            


    

    


    
      	
              (10)  

            	
              Optionee.
      The recipient of a Stock Option.

            


    

    


    
      	
              (11)  

            	
              Plan
      Administrator. The board or the Committee designated by the Board pursuant
      to Section 4 to administer and interpret the terms of the
      Plan.

            


    

    


    
      	
              (12)  

            	
              Stock
      Option. Any option to purchase shares of Common Stock granted pursuant to
      Section 7.

            


    

    


    
      	
              4.  

            	
              ADMINISTRATION
      OF THE PLAN

            


    

    


    This Plan
shall be administered by the Board of Directors or by a Compensation Committee
(hereinafter the “Committee”) composed of members selected by, and serving at
the pleasure of, the Board of Directors (the “Plan Administrator”). Subject to
the provisions of the Plan, the Plan Administrator shall have authority to
construe and interpret the Plan, to promulgate, amend, and rescind rules and
regulations relating to its administration, to select, from time to time, among
the eligible employees and non-employee consultants (as determined pursuant to
Section 5) of the Company and its subsidiaries those employees and consultants
to whom Stock Options will be granted, to determine the duration and manner of
the grant of the Options, to determine the exercise price, the number of shares
and other terms covered by the Stock Options, to determine the duration and
purpose of leaves of absence which may be granted to Stock Option holders
without constituting termination of their employment for purposes of the Plan,
and to make all of the determinations necessary or advisable for administration
of the Plan. The interpretation and construction by the Plan Administrator of
any provision of the Plan, or of any agreement issued and executed under the
Plan, shall be final and binding upon all parties. No member of the Committee or
Board shall be liable for any action or determination undertaken or made in good
faith with respect to the Plan or any agreement executed pursuant to the
Plan.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    If a
Committee is established, all of the members of the Committee shall be persons
who, in the opinion of counsel to the Company, are outside directors and
"non-employee directors" within the meaning of Rule 16b-3(b)(3)(i) promulgated
by the Securities and Exchange Commission.  ­From time to time,
the Board may increase or decrease the size of the Committee, and add additional
members to, or remove members from, the Committee. The Committee shall act
pursuant to a majority vote, or the written consent of a majority of its
members, and minutes shall be kept of all of its meetings and copies thereof
shall be provided to the Board. Subject to the provisions of the Plan and the
directions of the Board, the Committee may establish and follow such rules and
regulations for the conduct of its business as it may deem
advisable.

    


    At the
option of the Board, the entire Board of Directors of the Company may act as the
Plan Administrator during such periods of time as all members of the Board are
“outside directors” as defined in Treas. Regs. §1.162-27(e)(3), except that this
requirement shall not apply during any period of time prior to the date the
Company's Common Stock becomes registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended.

    


    
      	
              5.  

            	
              GRANT
      OF OPTIONS

            


    

    


    The
Company is hereby authorized to grant Incentive Stock Options as defined in
section 422 of the Code to any employee or director (including any officer or
director who is an employee) of the Company, or of any of its subsidiaries;
provided, however, that no person who owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company, or any of
its parent or subsidiary corporations, shall be eligible to receive an Incentive
Stock Option under the Plan unless at the time such Incentive Stock Option is
granted the Option price is at least 110% of the fair market value of the shares
subject to the Option, and such Option by its terms is not exercisable after the
expiration of five years from the date such Option is granted.

    


    An
employee may receive more than one Option under the Plan. Non-Employee Directors
shall be eligible to receive Non-­Qualified Stock Options in the discretion
of the Plan Administrator.  In addition, Non­-Qualified Stock
Options may be granted to employees, officers, directors and consultants who are
selected by the Plan Administrator.

     

    
      
        
        

      

      
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              6.  

            	
              STOCK
      SUBJECT TO PLAN

            


    

    


    The stock
available for grant of Options under the Plan shall be shares of the Company's
authorized but unissued, or reacquired, Common Stock. Subject to adjustment as
provided herein, the maximum aggregate number of shares of the Company’s common
stock that may be optioned and sold under the Plan is fifteen percent (15%) of
the issued and outstanding shares of the Company’s Common Stock on the date this
Plan is adopted by the Company’s Board of Directors.  The maximum
aggregate number of shares of the Company’s Common Stock that may be optioned
and sold under the Plan will be increased effective the first day of each of the
Company’s fiscal quarters, by an amount equal to the lesser of:

    


    
      	
              (1)  

            	
              The
      number of shares which is equal to 15% of the outstanding shares of the
      Common Stock on the first day of the applicable fiscal quarter, less the
      number of shares of Common Stock which may be optioned and sold under the
      Plan prior to the first day of the applicable fiscal quarter;
      and

            


    

    


    
      	
              (2)  

            	
              a
      lesser number of shares of Common Stock determined by the board of
      directors of the Company.

            


    

    


    The
maximum number of shares for which an Option may be granted to any Optionee
during any calendar year shall not exceed three percent (3%) of the issued and
outstanding common shares of the Company.  In the event that any
outstanding Option under the Plan for any reason expires or is terminated, the
shares of Common Stock allocable to the unexercised portion of the Option shall
again be available for Options under the Plan as if no Option had been granted
with regard to such shares.

    


    
      	
              7.  

            	
              TERMS
      AND CONDITIONS OF OPTIONS

            


    

    


    Options
granted under the Plan shall be evidenced by agreements (which need not be
identical) in such form and containing such provisions that are consistent with
the Plan as the Plan Administrator shall from time to time approve. Such
agreements may incorporate all or any of the terms hereof by reference and shall
comply with and be subject to the following terms and conditions:

    


    
      	
              (1)  

            	
              Number
      of Shares. Each Option agreement shall specify the number of shares
      subject to the Option.

            


    

    


    
      	
              (2)  

            	
              Option
      Price. The purchase price for the shares subject to any Option shall be
      determined by the Plan Administrator at the time of the grant, but shall
      not be less than 85% of Fair Market Value per share. Anything to the
      contrary notwithstanding, the purchase price for the shares subject to any
      Incentive Stock Option shall not be less than 100% of the Fair Market
      Value of the shares of Common Stock of the Company on the date the Stock
      Option is granted. In the case of any Incentive Stock Option granted to an
      employee who owns stock possessing more than 10% of the total combined
      voting power of all classes of stock of the Company, or any of its parent
      or subsidiary corporations, the Option price shall not be less than 110%
      of 

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    the Fair Market
Value per share of the Common Stock of the Company on the date the Option is
granted.  For purposes of determining the stock ownership of an
employee, the attribution rules of Section 424(d) of the Code shall apply.

     

    
      	
              (3)  

            	
              Notice
      and Payment. Any exercisable portion of a Stock Option may be exercised
      only by: (a) delivery of a written notice to the Company prior to the time
      when such Stock Option becomes unexercisable herein, stating the number of
      shares bring purchased and complying with all applicable rules established
      by the Plan Administrator; (b) payment in full of the exercise price of
      such Option by, as applicable, delivery of: (i) cash or check for an
      amount equal to the aggregate Stock Option exercise price for the number
      of shares being purchased, (ii) in the discretion of the Plan
      Administrator, upon such terms as the Plan Administrator shall approve, a
      copy of instructions to a broker directing such broker to sell the Common
      Stock for which such Option is exercised, and to remit to the Company the
      aggregate exercise price of such Stock Option (a “cashless exercise”), or
      (iii) in the discretion of the Plan Administrator, upon such terms as the
      Plan Administrator shall approve, shares of the Company's Common Stock
      owned by the Optionee, duly endorsed for transfer to the Company, with a
      Fair Market Value on the date of delivery equal to the aggregate purchase
      price of the shares with respect to which such Stock Option or portion is
      thereby exercised (a "stock-for-stock exercise"); (c) payment of the
      amount of tax required to be withheld (if any) by the Company, or any
      parent or subsidiary corporation as a result of the exercise of a Stock
      Option.  At the discretion of the Plan Administrator, upon such
      terms as the Plan Administrator shall approve, the Optionee may pay all or
      a portion of the tax withholding by: (i) cash or check payable to the
      Company, (ii) a cashless exercise, (iii) a stock-for-stock exercise, or
      (iv) a combination of one or more of the foregoing payment methods; and
      (d) delivery of a written notice to the Company requesting that the
      Company direct the transfer agent to issue to the Optionee (or his
      designee) a certificate for the number of shares of Common Stock for which
      the Option was exercised or, in the case of a cashless exercise, for any
      shares that were not sold in the cashless exercise. Notwithstanding the
      foregoing, the Company, in its sole discretion, may extend and maintain,
      or arrange for the extension and maintenance of credit to any Optionee to
      finance the Optionee's purchase of shares pursuant to the exercise of any
      Stock Option, on such terms as may be approved by the Plan Administrator,
      subject to applicable regulations of the Federal Reserve Board and any
      other laws or regulations in effect at the time such credit is
      extended.

            


    

    


    
      	
              (4)  

            	
              Terms
      of Option. No Option shall be exercisable after the expiration of the
      earliest of: (a) ten years after the date the Option is granted, (b) three
      months after the date the Optionee's employment with the Company and its
      subsidiaries terminates, or a Non-Employee Director or Consultant ceases
      to provide services to the Company, if such termination or cessation is
      for any reason other than Disability or death, (c) one year after the date
      the Optionee's employment with the Company, and its subsidiaries,
      terminates, 

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    or a
Non­-Employee Director or Consultant ceases to provide services to the
Company, if such termination or cessation is a result of death or Disability;
provided, however, that the Option agreement for any Option may provide for
shorter periods in each of the foregoing instances. In the case of an Incentive
Stock Option granted to an employee who owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company, or any
of its parent or subsidiary corporations, the term set forth in (a) above shall
not be more than five years after the date the Option is granted.

     

    
      	
              (5)  

            	
              Exercise
      of an Option. No Option shall be exercisable during the lifetime of an
      Optionee by any person other than the Optionee. Subject to the foregoing,
      the Plan Administrator shall have the power to set the time or times
      within which each Option shall vest or be exercisable and to accelerate
      the time or times of vesting and exercise; provided, however each Option
      shall provide the right to exercise at the rate of at least 20% per year
      over five years from the date the Option is granted.  Unless
      otherwise provided by the Plan Administrator, each Option will not be
      subject to any vesting requirements. To the extent that an Optionee has
      the right to exercise an Option and purchase shares pursuant hereto, the
      Option may be exercised from time to time by written notice to the
      Company, stating the number of shares being purchased and accompanied by
      payment in full of the exercise price for such
  shares.

            


    

    


    
      	
              (6)  

            	
              No
      Transfer of Option. No Option shall be transferable by an Optionee
      otherwise than by will or the laws of descent and
      distribution.

            


    

    


    
      	
              (7)  

            	
              Limit
      on Incentive Stock Option. The aggregate Fair Market Value (determined at
      the time the Option is granted) of the stock with respect to which an
      Incentive Stock Option is granted and exercisable for the first time by an
      Optionee during any calendar year (under all Incentive Stock Option plans
      of the Company and its subsidiaries) shall not exceed
      $100,000.  To the extent the aggregate Fair Market Value
      (determined at the time the Stock Option is granted) of the Common Stock
      with respect to which Incentive Stock Options are exercisable for the
      first time by an Optionee during any calendar year (under all Incentive
      Stock Option plans of the Company and any parent or subsidiary
      corporations) exceeds $100,000, such Stock Options shall be treated as
      Non­-Qualified Stock Options.  The determination of which
      Stock Options shall be treated as Non-­Qualified Stock Options shall
      be made by taking Stock Options into account in the Order in which they
      were granted.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              (8)  

            	
              Restriction
      on Issuance of Shares.  The issuance of Options and shares shall
      be subject to compliance with all of the applicable requirements of law
      with respect to the issuance and sale of securities, including, without
      limitation, any required qualification under state securities
      laws.  If an Optionee acquires shares of Common Stock pursuant
      to the exercise of an Option, the Plan Administrator, in its sole
      discretion, may require as a condition of issuance of shares covered by
      the Option that the shares of Common Stock be subject to restrictions on
      transfer. The Company may place a legend on the share certificates
      reflecting the fact that they are subject to restrictions on transfer
      pursuant to the terms of this Section.  In addition, the
      Optionee may be required to execute a buy-sell agreement in favor of the
      Company or its designee with respect to all or any of the shares so
      acquired. In such event, the terms of any such agreement shall apply to
      the optioned shares.

            


    

    


    
      	
              (9)  

            	
              Investment
      Representation. Any Optionee may be required, as a condition of issuance
      of shares covered by his or her Option, to represent that the shares to be
      acquired pursuant to exercise will be acquired for investment and without
      a view toward distribution thereof, and in such case, the Company may
      place a legend on the share certificate(s) evidencing the fact that they
      were acquired for investment and cannot be sold or transferred unless
      registered under the Securities Act of 1933, as amended, or unless counsel
      for the Company is satisfied that the circumstances of the proposed
      transfer do not require such
registration.

            


    

    


    
      	
              (10)  

            	
              Rights
      as a Shareholder or Employee.  An Optionee or transferee of an
      Option shall have no right as a stockholder of the Company with respect to
      any shares covered by any Option until the date of the issuance of a share
      certificate for such shares.  No adjustment shall be made for
      dividends (Ordinary or extraordinary, whether cash, securities, or other
      property), or distributions or other rights for which the record date is
      prior to the date such share certificate is issued, except as provided in
      paragraph (13) below. Nothing in the Plan or in any Option agreement shall
      confer upon any employee any right to continue in the employ of the
      Company or any of its subsidiaries or interfere in any way with any right
      of the Company or any subsidiary to terminate the Optionee's employment at
      any time.

            


    

    


    
      	
              (11)  

            	
              No
      Fractional Shares. In no event shall the Company be required to issue
      fractional shares upon the exercise of an
  Option.

            


    

    


    
      	
              (12)  

            	
              Exercise
      in the Event of Death. In the event of the death of the Optionee, any
      Option or unexercised portion thereof granted to the Optionee, to the
      extent exercisable by him or her on the date of death, may be exercised by
      the Optionee's personal representatives, heirs, or legatees subject to the
      provisions of paragraph (4) above.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              (13)  

            	
              Recapitalization
      or Reorganization of the Company.  Except as otherwise provided
      herein, appropriate and proportionate adjustments shall be made (1) in the
      number and class of shares subject to the Plan, (2) to the Option rights
      granted under the Plan, and (3) in the exercise price of such Option
      rights, in the event that the number of shares of Common Stock of the
      Company are increased or decreased as a result of a stock dividend (but
      only on Common Stock), stock split, reverse stock split, recapitalization,
      reorganization, merger, consolidation, separation, or like change in the
      corporate or capital structure of the Company. In the event there shall be
      any other change in the number or kind of the outstanding shares of Common
      Stock of the Company, or any stock or other securities into which such
      common stock shall have been changed, or for which it shall have been
      exchanged, whether by reason of a complete liquidation of the Company or a
      merger, reorganization, or consolidation with any other corporation in
      which the Company is not the surviving corporation, or the Company becomes
      a wholly-owned subsidiary of another corporation, then if the Plan
      Administrator shall, in its sole discretion, determine that such change
      equitably requires an adjustment to shares of Common Stock currently
      subject to Options under the Plan, or to prices or terms of outstanding
      Options, such adjustment shall be made in accordance with such
      determination.

            


    

    


    To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustment shall be made by the Plan Administrator, the
determination of which in that respect shall be final, binding, and conclusive.
No right to purchase fractional shares shall result from any adjustment of
Options pursuant to this Section. In case of any such adjustment, the shares
subject to the Option shall he rounded down to the nearest whole share. Notice
of any adjustment shall be given by the Company to each Optionee whose Options
shall have been so adjusted and such adjustment (whether or not notice is given)
shall be effective and binding for all purposes of the Plan.

    


    In the
event of a complete liquidation of the Company or a merger, reorganization, or
consolidation of the Company with any other corporation in which the Company is
not the surviving corporation, or the Company becomes a wholly-owned subsidiary
of another corporation, any unexercised Options granted under the Plan shall be
deemed cancelled unless the surviving corporation in any such merger,
reorganization, or consolidation elects to assume the Options under the Plan or
to issue substitute Options in place thereof; provided, however, that
notwithstanding the foregoing, if such Options would be cancelled in accordance
with the foregoing, the Optionee shall have the right exercisable during a
ten-day period ending on the fifth day prior to such liquidation, merger, or
consolidation to exercise such Option in whole or in part without regard to any
installment exercise provisions in the Option agreement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              (14)  

            	
              Modification,
      Extension and Renewal of Options.  Subject to the terms and
      conditions and within the limitations of the Plan, the Plan Administrator
      may modify, extend or renew outstanding options granted under the Plan and
      accept the surrender of outstanding Options (to the extent not theretofore
      exercised).  The Plan Administrator shall not, however, without
      the approval of the Board, modify any outstanding Incentive Stock Option
      in any manner that would cause the Option not to qualify as an Incentive
      Stock Option within the meaning of Section 422 of the Code.
      Notwithstanding the foregoing, no modification of an Option shall, without
      the consent of the Optionee, alter or impair any rights of the Optionee
      under the Option.

            


    

     

    
      
        	
                (15)  

              	
                Other
      Provisions. Each Option may contain such other terms, provisions, and
      conditions not inconsistent with the Plan as may be determined by the Plan
      Administrator.

              


      

       

    

    
      	
              8.  

            	
              TERMINATION
      OR AMENDMENT OF THE PLAN

            


    

    


    The Board
may at any time terminate or amend the Plan; provided that, without approval of
the holders of a majority of the shares of Common Stock of the Company
represented and voting at a duly held meeting at which a quorum is present or
the written consent of a majority of the outstanding shares of Common Stock,
there shall be (except by operation of the provisions of sections (6) or (7)(13)
above) no increase in the total number of shares covered by the Plan, no change
in the class of persons eligible to receive options granted under the Plan, no
reduction in the limits for determination of the minimum exercise price of
Options granted under the Plan, and no extension of the limits for determination
of the latest date upon which Options may be exercised; and provided further
that, without the consent of the Optionee, no amendment may adversely affect any
then outstanding Option or any unexercised portion thereof.

    


    
      	
              9.  

            	
              INDEMNIFICATION

            


    

    


    In
addition to such other rights of indemnification as they may have as members of
the Board Committee that administers the Plan, the members of the Plan
Administrator shall be indemnified by the Company against reasonable expense,
including attorney's fees, actually and necessarily incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
therein to which they, or any of them, may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Option
granted thereunder, and against any and all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Company).  In addition, such members shall be
indemnified by the Company for any amount paid by them in satisfaction of a
judgment in any action, suit, or proceeding, except in relation to matters as to
which it shall have been adjudged that such member is liable for negligence or
misconduct in the performance of his or her duties, provided however that within
sixty (60) days after institution of any such action, suit, or proceeding, the
member shall in writing offer the Company the opportunity, at its own expense,
to handle and defend the same.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              10.  

            	
              EFFECTIVE
      DATE AND TERM OF THE PLAN

            


    

    


    This Plan
shall become effective on the date of adoption by the Company’s Board of
Directors. Unless sooner terminated by the Board in its sole discretion, this
Plan will expire five calendar years from the date of its adoption.

    


    
      	
              11.  

            	
              MISCELLANEOUS

            


    

    


    Any
dispute arising out of this Plan or any provision hereof, or of any agreement
issued or executed under the Plan shall be resolved by the Plan Administrator,
and the decision of the Plan Administrator shall be final and binding upon all
parties.

    


    IN WITNESS WHEREOF, the
Company by its duly authorized officer, has caused this Plan to be executed as
of the 18th day of October, 2007.

     

    Ivany
Mining Inc.

     

    
      	 	/s/Derek Ivany
	
              By:

            	
              Derek
      Ivany

            


    

    
      	
              Its:

            	
              President
      and CEO