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Exhibit 4.01


ADVANCED PROTEOME THERAPEUTICS CORPORATION(the
Company)

STOCK OPTION PLAN

Dated for Reference October 25, 2006

ARTICLE 1PURPOSE AND INTERPRETATION

Purpose

1.1      The purpose of this Plan is
to advance the interests of the Company by encouraging equity participation in
the Company through the acquisition of Common Shares of the Company. It is the
intention of the Company that this Plan will at all times be in compliance with
the TSX Venture Policies (or, if applicable, the NEX Policies) and any
inconsistencies between this Plan and the TSX Venture Policies) (or, if
applicable, the NEX Policies) will be resolved in favour of the latter.

Definitions

1.2       In this Plan

(a)      
Affiliate means a company that is a parent or subsidiary of the Company,
or that is controlled by the same entity as the Company;

(b)      
Associate has the meaning set out in the Securities Act;

(c)      
Board means the board of directors of the Company or any committee
thereof duly empowered or authorized to grant Options under this Plan;

(d)      
Change of Control includes situations where after giving effect to the
contemplated transaction and as a result of such transaction:

(i)       any one Person holds a
sufficient number of voting shares of the Company or resulting company to affect
materially the control of the Company or resulting company, or,

(ii)       any combination of
Persons, acting in concert by virtue of an agreement, arrangement, commitment or
understanding, holds in total a sufficient number of voting shares of the
Company or its successor to affect materially the control of the Company or its
successor,

where such Person or combination of
Persons did not previously hold a sufficient number of voting shares to affect
materially control of the Company or its successor. In the absence of evidence
to the contrary, any Person or combination of Persons acting in

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concert by virtue of an agreement,
arrangement, commitment or understanding, holding more than 20% of the voting
shares of the Company or resulting company is deemed to materially affect
control of the Company or resulting company;

(e)      Common Shares means
common shares without par value in the capital of the Company providing such
class is listed on the TSX Venture (or the NEX, as the case may be);

(f)      
Company means the company named at the top hereof and includes, unless
the context otherwise requires, all of its Affiliates and successors according
to law;

(g)      Consultant means an
individual or Consultant Company, other than an Employee, Officer or Director
that:

(i)       provides on an ongoing
bona fide basis, consulting, technical, managerial or like services to the
Company or an Affiliate of the Company, other than services provided in relation
to a Distribution;

(ii)       provides the services
under a written contract between the Company or an Affiliate and the individual
or the Consultant Company;

(iii)       in the reasonable
opinion of the Company, spends or will spend a significant amount of time and
attention on the business and affairs of the Company or an Affiliate of the
Company; and

(iv)       has a relationship with
the Company or an Affiliate of the Company that enables the individual or
Consultant Company to be knowledgeable about the business and affairs of the
Company;

**(h)**     **Consultant
Company** means for an individual consultant, a company or partnership of
which the individual is an employee, shareholder or partner;

(i)      
Directors means the directors of the Company as may be elected from time
to time;

(j)      
Discounted Market Pricehas the meaning assigned by Policy 1.1 of the TSX
Venture Policies;

(k)      Disinterested
Shareholder Approval means approval by a majority of the votes cast by all
the Companys shareholders at a duly constituted shareholders meeting,
excluding votes attached to Common Shares beneficially owned by Insiders who are
Service Providers or their Associates;

(l)      
Distribution has the meaning assigned by the Securities Act, and
generally refers to a distribution of securities by the Company from
treasury;

(m)      **Effective
Date** for an Option means the date of grant thereof by the Board;

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(n)      
Employee means:

(i)       an individual who is
considered an employee under the Income Tax Act (i.e. for whom income tax,
employment insurance and CPP deductions must be made at source);

(ii)       an individual who works
full-time for the Company or a subsidiary thereof providing services normally
provided by an employee and who is subject to the same control and direction by
the Company over the details and methods of work as an employee of the Company,
but for whom income tax deductions are not made at source; or

(iii)       an individual who works
for the Company or its subsidiary on a continuing and regular basis for a
minimum amount of time per week providing services normally provided by an
employee and who is subject to the same control and direction by the Company
over the details and methods of work as an employee of the Company, but for whom
income tax deductions need not be made at source;

(o)      
Exercise Price means the amount payable per Common Share on the exercise
of an Option, as determined in accordance with the terms hereof;

(p)      
Expiry Date means the day on which an Option lapses as specified in the
Option Commitment therefor or in accordance with the terms of this Plan;

(q)      
Insider means an insider as defined in the TSX Venture Policies or as
defined in securities legislation applicable to the Company;

(r)      
Investor Relations Activities has the meaning assigned by Policy 1.1 of
the TSX Venture Policies;

(s)      
Management Company Employee means an individual employed by a Person
providing management services to the Company which are required for the ongoing
successful operation of the business enterprise of the Company, but excluding a
Person engaged in Investor Relations Activities;

(t)      
NEX means a separate board of the TSX Venture for companies previously
listed on the TSX Venture or the Toronto Stock Exchange which have failed to
maintain compliance with the ongoing financial listing standards of those
markets;

(u)      
NEX Issuer means a company listed on the NEX;

(v)      
NEX Policies means the rules and policies of the NEX as amended from time
to time;

(w)      
Officer means a Board appointed officer of the Company;

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(x)      
Option means the right to purchase Common Shares granted hereunder to a
Service Provider;

(y)      
Option Commitment means the notice of grant of an Option delivered by the
Company hereunder to a Service Provider and substantially in the form of
Schedule A attached hereto;

(z)      
Optioned Shares means Common Shares that may be issued in the future to a
Service Provider upon the exercise of an Option;

(aa)       Optionee means the
recipient of an Option hereunder;

(bb)       Outstanding Shares
means at the relevant time, the number of issued and outstanding Common Shares
of the Company from time to time;

(cc)       Participant means
a Service Provider that becomes an Optionee;

(dd)       Person includes a
company, any unincorporated entity, or an individual;

(ee)       Plan means this
stock option plan, the terms of which are set out herein or as may be
amended;

(ff)       Plan Shares means
the total number of Common Shares which may be reserved for issuance as Optioned
Shares under the Plan as provided in §2.2;

(gg)       Regulatory
Approval means the approval of the TSX Venture and any other securities
regulatory authority that has lawful jurisdiction over the Plan and any Options
issued hereunder;

(hh)       Securities Act
means the Securities Act, R.S.B.C. 1996, c. 418, or any successor
legislation;

(ii)       Service Provider
means a Person who is a bona fide Director, Officer, Employee, Management
Company Employee, Consultant or Company Consultant, and also includes a company,
100% of the share capital of which is beneficially owned by one or more Service
Providers;

(jj)       Share Compensation
Arrangement means any Option under this Plan but also includes any other
stock option, stock option plan, employee stock purchase plan or any other
compensation or incentive mechanism involving the issuance or potential issuance
of Common Shares to a Service Provider;

(kk)       Shareholder
Approval means approval by a majority of the votes cast by eligible
shareholders of the Company at a duly constituted shareholders meeting;

(ll)       TSX Venture means
the TSX Venture Exchange and any successor thereto; and

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(mm)       TSX Venture
Policies means the rules and policies of the TSX Venture as amended from
time to time.

Other Words and Phrases

1.3       Words and phrases used
in this Plan but which are not defined in the Plan, but are defined in the TSX
Venture Policies (and, if applicable, the NEX Policies), will have the meaning
assigned to them in the TSX Venture Policies (and, if applicable, the NEX
Policies).

Gender

1.4       Words importing the
masculine gender include the feminine or neuter, words in the singular include
the plural, words importing a corporate entity include individuals, and vice
versa.

ARTICLE 2 STOCK OPTION
PLAN

Establishment of Stock Option Plan

2.1       The Plan is hereby
established to recognize contributions made by Service Providers and to create
an incentive for their continuing assistance to the Company and its Affiliates.

Maximum Plan Shares

2.2       The maximum aggregate
number of Plan Shares that may be reserved for issuance under the Plan at any
point in time is 10% of the Outstanding Shares at the time Plan Shares are
reserved for issuance as a result of the grant of an Option, less any Common
Shares reserved for issuance under share options granted under Share
Compensation Arrangements other than this Plan, unless this Plan is amended
pursuant to the requirements of the TSX Venture Policies and, if applicable, the
NEX Policies.

Eligibility

2.3       Options to purchase
Common Shares may be granted hereunder to Service Providers from time to time by
the Board. Service Providers that are not individuals will be required to
undertake in writing not to effect or permit any transfer of ownership or option
of any of its securities, or to issue more of its securities (so as to
indirectly transfer the benefits of an Option), as long as such Option remains
outstanding, unless the written permission of the TSX Venture and the Company is
obtained.

Options Granted Under the Plan

2.4       All Options granted
under the Plan will be evidenced by an Option Commitment in the form attached as
Schedule A, showing the number of Optioned Shares, the term of the Option, a
reference to vesting terms, if any, and the Exercise Price.

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2.5       Subject to specific
variations approved by the Board, all terms and conditions set out herein will
be deemed to be incorporated into and form part of an Option Commitment made
hereunder.

Limitations on Issue

2.6       Subject to §2.9, the
following restrictions on issuances of Options are applicable under the
Plan:

(a)      
no Service Provider can be granted an Option if that Option would result in the
total number of Options, together with all other Share Compensation Arrangements
granted to such Service Provider in the previous 12 months, exceeding 5% of the
Outstanding Shares (unless the Company is classified as a Tier 1 Issuer by the
TSX Venture and has obtained Disinterested Shareholder Approval to do so);

(b)      
no Options can be granted under the Plan if the Company is on notice from the
TSX Venture to transfer its listed shares to the NEX;

(c)      
the aggregate number of Options granted to Service Providers conducting Investor
Relations Activities in any 12-month period cannot exceed 2% of the Outstanding
Shares, calculated at the time of grant, without the prior consent of the TSX
Venture; and

(d)      
the aggregate number of Options granted to any one Consultant in any 12-month
period cannot exceed 2% of the Outstanding Shares, calculated at the time of
grant, without the prior consent of the TSX Venture.

Options Not Exercised

2.7       In the event an Option
granted under the Plan expires unexercised or is terminated by reason of
dismissal of the Optionee for cause or is otherwise lawfully cancelled prior to
exercise of the Option, the Optioned Shares that were issuable thereunder will
be returned to the Plan and will be eligible for re-issuance.

Powers of the Board

2.8       The Board will be
responsible for the general administration of the Plan and the proper execution
of its provisions, the interpretation of the Plan and the determination of all
questions arising hereunder. Without limiting the generality of the foregoing,
the Board has the power to

(a)      
allot Common Shares for issuance in connection with the exercise of Options;

(b)      
grant Options hereunder;

(c)      
subject to any necessary Regulatory Approval, amend, suspend, terminate or
discontinue the Plan, or revoke or alter any action taken in connection
therewith, except that no general amendment or suspension of the Plan will,
without the prior written consent of all Optionees, alter or impair any Option
previously granted under the Plan

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unless the alteration or impairment
occurred as a result of a change in the TSX Venture Policies or the Companys
tier classification thereunder;

(d)      
delegate all or such portion of its powers hereunder as it may determine to one
or more committees of the Board, either indefinitely or for such period of time
as it may specify, and thereafter each such committee may exercise the powers
and discharge the duties of the Board in respect of the Plan so delegated to the
same extent as the Board is hereby authorized so to do; and

(e)      
amend this Plan (except for previously granted and outstanding Options) to
reduce the benefits that may be granted to Service Providers (before a
particular Option is granted) subject to the other terms hereof.

Terms or Amendments Requiring Disinterested Shareholder
Approval

2.9 The Company will be required to obtain Disinterested
Shareholder Approval prior to any of the following actions becoming
effective:

(a)      
the Plan, together with all of the Companys other Share Compensation
Arrangements, could result at any time in:

(i)       the aggregate number of
Common Shares reserved for issuance under Options granted to Insiders exceeding
10% of the Outstanding Shares (in the event that this Plan is amended to reserve
for issuance more than 10% of the Outstanding Shares);

(ii)       the number of Optioned
Shares issued to Insiders within a one-year period exceeding 10% of the
Outstanding Shares (in the event that this Plan is amended to reserve for
issuance more than 10% of the Outstanding Shares); or,

(iii)       in the case of a Tier l
Issuer only, the issuance to any one Optionee, within a 12-month period, of a
number of Common Shares exceeding 5% of Outstanding Shares; or

(b)      
any reduction in the Exercise Price of an Option previously granted to an
Insider.

ARTICLE 3TERMS AND CONDITIONS OF OPTIONS

Exercise Price

3.1       The Exercise Price of
an Option will be set by the Board at the time such Option is allocated under
the Plan, and cannot be less than the Discounted Market Price.

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Term of Option

3.2       An Option can be
exercisable for a maximum of 10 years from the Effective Date for a Tier 1
Issuer, or five years from the Effective Date for a Tier 2 or a NEX Issuer.

Option Amendment

3.3       Subject to §2.9(b), the
Exercise Price of an Option may be amended only if at least six (6) months have
elapsed since the later of the date of commencement of the term of the Option,
the date the Common Shares commenced trading on the TSX Venture, and the date of
the last amendment of the Exercise Price.

3.4       An Option must be
outstanding for at least one year before the Company may extend its term,
subject to the limits contained in §3.2.

3.5       Any proposed amendment
to the terms of an Option must be approved by the TSX Venture prior to the
exercise of such Option.

Vesting of Options

3.6       Subject to §3.7,
vesting of Options shall be in accordance with Schedule B attached hereto or
otherwise, at the discretion of the Board, and will generally be subject to:

(a)      
the Service Provider remaining employed by or continuing to provide services to
the Company or any of its Affiliates as well as, at the discretion of the Board,
achieving certain milestones which may be defined by the Board from time to time
or receiving a satisfactory performance review by the Company or any of its
Affiliates during the vesting period; or

(b)      
the Service Provider remaining as a Director of the Company or any of its
Affiliates during the vesting period.

Vesting of Options Granted to Consultants Conducting
Investor Relations Activities

3.7       Notwithstanding §3.6,
Options granted to Consultants conducting Investor Relations Activities will
vest:

(a)      
over a period of not less than 12 months as to 25% on the date that is three
months from the date of grant, and a further 25% on each successive date that is
three months from the date of the previous vesting; or

(b)      
such longer vesting period as the Board may determine.

Optionee Ceasing to be Director, Employee or Service
Provider

3.8       No Option may be
exercised after the Service Provider has left his employ/office or has been
advised by the Company that his services are no longer required or his service
contract has expired, except as follows:

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(a)      
in the case of the death of an Optionee, any vested Option held by him at the
date of death will become exercisable by the Optionees lawful personal
representatives, heirs or executors until the earlier of one year after the date
of death of such Optionee and the date of expiration of the term otherwise
applicable to such Option;

(b)      
in the case of a Tier 1 Issuer, an Option granted to any Service Provider will
expire within 90 days after the date the Optionee ceases to be employed by or
provide services to the Company, but only to the extent that such Option has
vested at the date the Optionee ceased to be so employed by or to provide
services to the Company;

(c)      
in the case of a Tier 2 or NEX Issuer, Options granted to a Service Provider
conducting Investor Relations Activities will expire within 30 days of the date
the Optionee ceases to conduct such activities, but only to the extent that such
Option has vested at the date the Optionee ceased to conduct such activities;

(d)      
in the case of a Tier 2 or NEX Issuer, any Option granted to an Optionee other
than one conducting Investor Relations Activities will expire within 90 days
after the Optionee ceases to be employed by or provide services to the Company,
but only to the extent that such Option has vested at the date the Optionee
ceased to be so employed by or to provide services to the Company; and

(e)      
in the case of an Optionee being dismissed from employment or service for cause,
such Optionees Options, whether or not vested at the date of dismissal will
immediately terminate without right to exercise same.

Non Assignable

3.9       Subject to §3.8, all
Options will be exercisable only by the Optionee to whom they are granted and
will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

3.10       The number of Common
Shares subject to an Option will be subject to adjustment in the events and in
the manner following:

(a)      
in the event of a subdivision of Common Shares as constituted on the date
hereof, at any time while an Option is in effect, into a greater number of
Common Shares, the Company will thereafter deliver at the time of purchase of
Optioned Shares hereunder, in addition to the number of Optioned Shares in
respect of which the right to purchase is then being exercised, such additional
number of Common Shares as result from the subdivision without an Optionee
making any additional payment or giving any other consideration therefor;

(b)      
in the event of a consolidation of the Common Shares as constituted on the date
hereof, at any time while an Option is in effect, into a lesser number of Common
Shares, the Company will thereafter deliver and an Optionee will accept, at the
time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned
Shares in respect of

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which the right to purchase is then
being exercised, the lesser number of Common Shares as result from the
consolidation;

(c)      
in the event of any change of the Common Shares as constituted on the date
hereof, at any time while an Option is in effect, the Company will thereafter
deliver at the time of purchase of Optioned Shares hereunder the number of
shares of the appropriate class resulting from the said change as an Optionee
would have been entitled to receive in respect of the number of Common Shares so
purchased had the right to purchase been exercised before such change;

(d)      
in the event of a capital reorganization, reclassification or change of
outstanding equity shares (other than a change in the par value thereof) of the
Company, a consolidation, merger or amalgamation of the Company with or into any
other company or a sale of the property of the Company as or substantially as an
entirety at any time while an Option is in effect, an Optionee will thereafter
have the right to purchase and receive, in lieu of the Optioned Shares
immediately theretofore purchasable and receivable upon the exercise of the
Option, the kind and amount of shares and other securities and property
receivable upon such capital reorganization, reclassification, change,
consolidation, merger, amalgamation or sale which the holder of a number of
Common Shares equal to the number of Optioned Shares immediately theretofore
purchasable and receivable upon the exercise of the Option would have received
as a result thereof. The subdivision or consolidation of Common Shares at any
time outstanding (whether with or without par value) will not be deemed to be a
capital reorganization or a reclassification of the capital of the Company for
the purposes of this §3.10;

(e)      
an adjustment will take effect at the time of the event giving rise to the
adjustment, and the adjustments provided for in this section are cumulative;

(f)      
the Company will not be required to issue fractional shares in satisfaction of
its obligations hereunder. Any fractional interest in a Common Share that would,
except for the provisions of this §3.10, be deliverable upon the exercise of an
Option will be cancelled and not be deliverable by the Company; and

(g)      
if any questions arise at any time with respect to the Exercise Price or number
of Optioned Shares deliverable upon exercise of an Option in any of the events
set out in this §3.10, such questions will be conclusively determined by the
Companys auditors, or, if they decline to so act, any other firm of Chartered
Accountants, in Vancouver, British Columbia (or in the city of the Companys
principal executive office) that the Company may designate and who will be
granted access to all appropriate records. Such determination will be binding
upon the Company and all Optionees.

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ARTICLE 4COMMITMENT AND EXERCISE
PROCEDURES

Option Commitment

4.1       Upon grant of an Option
hereunder, an authorized officer of the Company will deliver to the Optionee an
Option Commitment detailing the terms of such Options and upon such delivery the
Optionee will be subject to the Plan and have the right to purchase the Optioned
Shares at the Exercise Price set out therein subject to the terms and conditions
hereof.

Manner of Exercise

4.2       An Optionee who wishes
to exercise his Option may do so by delivering

(a)      
a written notice to the Company specifying the number of Optioned Shares being
acquired pursuant to the Option; and

(b)      
a certified cheque, wire transfer or bank draft payable to the Company for the
aggregate Exercise Price by the Optioned Shares being acquired.

Delivery of Certificate and Hold Periods

4.3       As soon as practicable
after receipt of the notice of exercise described in §4.2 and payment in full
for the Optioned Shares being acquired, the Company will direct its transfer
agent to issue a certificate to the Optionee for the appropriate number of
Optioned Shares. Such certificate issued will bear a legend stipulating any
resale restrictions required under applicable securities laws. Further, if the
Company is a Tier 2 or NEX Issuer, or the Exercise Price is set below than the
then current market price of the Common Shares on the TSX Venture, the
certificate will also bear a legend stipulating that the Optioned Shares are
subject to a four-month TSX Venture hold period commencing the date of the grant
of the Option.

ARTICLE 5 GENERAL

Employment and Services

5.1       Nothing contained in
the Plan will confer upon or imply in favour of any Optionee any right with
respect to office, employment or provision of services with the Company, or
interfere in any way with the right of the Company to lawfully terminate the
Optionees office, employment or service at any time pursuant to the
arrangements pertaining to same. Participation in the Plan by an Optionee is
voluntary.

No Representation or Warranty

5.2       The Company makes no
representation or warranty as to the future market value of Common Shares issued
in accordance with the provisions of the Plan or to the effect of the Income
Tax Act (Canada) or any other taxing statute governing the Options or the
Common

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Shares issuable thereunder or the tax consequences to a Service
Provider. Compliance with applicable securities laws as to the disclosure and
resale obligations of each Participant is the responsibility of each Participant
and not the Company.

Interpretation

5.3       The Plan will be
governed and construed in accordance with the laws of the Province of British
Columbia.

Continuation of Plan

5.4       The Plan will become
effective from and after February 21, 2005, and will remain effective provided
that the Plan, or any amended version thereof receives Shareholder Approval at
each annual general meeting of the holders of Common Shares of the Company
subsequent to February 21, 2005.

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SCHEDULE A

STOCK OPTION PLAN

OPTION COMMITMENT

Notice is hereby given that, effective this ________day of
________________, __________(the Effective Date) ADVANCED PROTEOME
THERAPEUTICS CORPORATION(the Company) has granted to
___________________________________________(the Optionee), an Option to
acquire ______________Common Shares (Optioned Shares) up to 5:00 p.m.
Vancouver Time on the __________day of ____________________, ______(the Expiry
Date) at an Exercise Price of Cdn$____________per share.

At the date of grant of the Option, the Company is classified
as a Tier 2 Issuer under TSX Venture Policies.

[Tier 2 if Plan Shares greater than 10%
only]Optioned Shares will vest and may be exercised as follows:
{COMPLETE ONE} ____________In accordance with the vesting provisions set
out in Schedule B of the Plan

or ____________

As follows: [INSERT VESTING SCHEDULE
][INSERT VESTING TERMS]

The grant of the Option evidenced hereby is made subject to the
terms and conditions of the Plan, which are hereby incorporated herein and forms
part hereof.

To exercise your Option, deliver a written notice specifying
the number of Optioned Shares you wish to acquire, together with a certified
cheque, wire transfer or bank draft payable to the Company for the aggregate
Exercise Price. A certificate for the Optioned Shares so acquired will be issued
by the transfer agent as soon as practicable thereafter and will bear a minimum
four month non-transferability legend from the date of this Option Commitment,
the text of which is as follows. [A Tier 1 Issuer may grant stock options
without a hold period, provided the exercise price of the options is set at or
above the market price of the Companys shares rather than below.].

"WITHOUT PRIOR WRITTEN APPROVAL OF THE
TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES
LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES
OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT
OF A CANADIAN RESIDENT UNTIL 12:00 A.M. (MIDNIGHT) ON [insert date 4 months
from the date of grant].

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The Company and the Optionee represent that the Optionee under
the terms and conditions of the Plan is a bona fide Service Provider (as defined
in the Plan), entitled to receive Options under TSX Venture Policies.

The Optionee also acknowledges and consents to the collection
and use of Personal Information (as defined in the Policies of the TSX Venture
Exchange) by both the Company and the TSX Venture (or the NEX, as the case may
be) as more particularly set out in the Acknowledgement - Personal Information
in use by the TSX Venture (or the NEX, as the case may be) on the date of this
Stock Option Plan.

ADVANCED PROTEOME THERAPEUTICS CORPORATION

_______________________________________Authorized
Signatory

_____________________________________(.SIGNATURE
OF OPTIONEE)

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SCHEDULE B

STOCK OPTION PLAN

VESTING SCHEDULE

1.       Options granted pursuant
to the Plan to Directors, Officers and all Employees and Consultants employed or
retained by the Company for a period of more than six months at the time the
Option is granted will vest as follows:

(a)      
1/3 of the total number of Options granted will vest six months after the date
of grant;

(b)      
a further 1/3 of the total number of Options granted will vest one year after
the date of grant; and

(c)      
the remaining 1/3 of the total number of Options granted will vest eighteen
months after the date of grant.

2.       Options granted pursuant
to the Plan to an Employee or a Consultant who has been employed or retained by
the Company for a period of less than six months at the time the Option is
granted will vest as follows:

(a)      
1/3 of the total number of Options granted will vest one year after the date of
grant;

(b)      
a further 1/3 of the total number of Options granted will vest eighteen months
after the date of grant; and

(c)      
the remaining 1/3 of the total number of Options granted will vest two years
after the date of grant.

3.       Options granted to
Consultants retained by the Company pursuant to a short term contract or for a
specific project with a finite term, will be subject to such vesting provisions
determined by the Board of Directors of the Company at the time the Option
Commitment is made, subject to Regulatory Approval.

4.       Options granted to
Service Providers involved in Investor Relations Activities shall vest in
accordance with section 3.7 of the Plan.

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