Filed by sedaredgar.com - CounterPath Corporation - Exhibit 4.5






COUNTERPATH SOLUTIONS, INC. 

2005 AMENDED AND RESTATED STOCK OPTION PLAN 

                        
This 2005 Amended and Restated Stock Option Plan (the "Plan") provides for the
grant of options to acquire shares of common stock, no par value (the "Common
Stock"), of CounterPath Solutions Inc. (formerly Xten Networks, Inc.), a Nevada
company (the "Company"). For the purposes of Eligible Employees (as defined
below) who are subject to tax in the United States, stock options granted under
this Plan that qualify under Section 422 of the United States Internal Revenue
Code of 1986, as amended (the "Code"), are referred to in this Plan as
"Incentive Stock Options". Incentive Stock Options and stock options that do not
qualify under Section 422 of the Code ("Non-Qualified Stock Options") and stock
options granted to non-United States residents under this Plan are referred to
collectively as "Options". 

1.                      
PURPOSE 

1.1                    
The purpose of this Plan is to retain the services of valued key employees and
consultants of the Company and such other persons as the Plan Administrator
shall select in accordance with Section 3 below, and to encourage such persons
to acquire a greater proprietary interest in the Company, thereby strengthening
their incentive to achieve the objectives of the shareholders of the Company,
and to serve as an aid and inducement in the hiring of new employees and to
provide an equity incentive to consultants and other persons selected by the
Plan Administrator. 

1.2                    
This Plan shall at all times be subject to all legal requirements relating to
the administration of stock option plans, if any, under applicable Canadian
federal and provincial, and United States federal and state securities laws, the
Code, the rules of any applicable stock exchange or stock quotation system, and
the rules of any foreign jurisdiction applicable to Options granted to residents
therein (collectively, the "Applicable Laws"). 

2.                     
 ADMINISTRATION 

2.1                    
This Plan shall be administered initially by the Board of Directors of the
Company (the "Board"), except that the Board may, in its discretion, establish a
committee composed of two (2) or more members of the Board to administer the
Plan, which committee (the "Committee") may be an executive, compensation or
other committee, including a separate committee especially created for this
purpose. The Board or, if applicable, the Committee is referred to herein as the
"Plan Administrator". 

2.2                    
If and so long as the Common Stock is registered under Section 12(b) or 12(g) of
the United States Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Board shall consider in selecting the Plan Administrator
and the membership of any Committee, with respect to any persons subject or
likely to become subject to Section 16 of the Exchange Act, the provisions
regarding (a) "outside directors" as contemplated by Section 162(m) of the Code,
and (b) "Non-Employee Directors" as contemplated by Rule 16b-3 under the
Exchange Act. 

2.3                    
The Committee shall have the powers and authority vested in the Board hereunder
(including the power and authority to interpret any provision of the Plan or of
any Option). The members of any such Committee shall serve at the pleasure of
the Board. A majority of the members 




- 2 - 

of the Committee shall constitute a quorum, and all actions of
the Committee shall be taken by a majority of the members present. Any action
may be taken by a written instrument signed by all of the members of the
Committee and any action so taken shall be fully effective as if it had been
taken at a meeting. 

2.4                    
The Board may at any time amend, suspend or terminate the Plan, subject to such
shareholder approval as may be required by Applicable Laws, including the rules
of an applicable stock exchange or other national market system, provided that:


	 	(a) 	
      no Options may be granted during any suspension of the
      Plan or after termination of the Plan; and

	 	 	 
	 	(b) 	
      any amendment, suspension or termination of the Plan will
      not affect Options already granted, and such Options will remain in full
      force and affect as if the Plan had not been amended, suspended or
      terminated, unless mutually agreed otherwise between the Optionee (as
      defined below) and the Plan Administrator, which agreement will have to be
      in writing and signed by the Optionee and the
Company.



2.5                    
Subject to the provisions of this Plan, and with a view to effecting its
purpose, the Plan Administrator shall have sole authority, in its absolute
discretion, to: 

	 	(a) 	
      construe and interpret this Plan;

	 	 	 
	 	(b) 	
      define the terms used in the Plan;

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

	 	 	 
	 	(d) 	
      correct any defect, supply any omission or reconcile any
      inconsistency in this Plan;

	 	 	 
	 	(e) 	
      grant Options under this Plan;

	 	 	 
	 	(f) 	
      determine the individuals to whom Options shall be
      granted under this Plan and whether the Option is an Incentive Stock
      Option or a Non-Qualified Stock Option, or otherwise;

	 	 	 
	 	(g) 	
      determine the time or times at which Options shall be
      granted under this Plan;

	 	 	 
	 	(h) 	
      determine the number of shares of Common Stock subject to
      each Option, the exercise price of each Option, the duration of each
      Option and the times at which each Option shall become
  exercisable;

	 	 	 
	 	(i) 	
      determine all other terms and conditions of the Options;
      and

	 	 	 
	 	(j) 	
      make all other determinations and interpretations
      necessary and advisable for the administration of the
  Plan.



2.6                    
All decisions, determinations and interpretations made by the Plan Administrator
shall be binding and conclusive on all participants in the Plan and on their
legal representatives, heirs and beneficiaries, subject to any contrary
determination by the Board. 




- 3 - 

3.                      
ELIGIBILITY 

3.1                    
Incentive Stock Options may be granted to any individual who, at the time the
Option is granted, is an employee of the Company or any Related Company (as
defined below) ("Eligible Employees") subject to tax in the United States. 

3.2                    
Non-Qualified Stock Options may be granted to Eligible Employees, Consultants,
and to such other persons who are not Eligible Employees as the Plan
Administrator shall select, subject to any Applicable Laws.

3.3                    
Options may be granted in substitution for outstanding options of another
company in connection with the merger, consolidation, acquisition of property or
stock or other reorganization between such other company and the Company or any
subsidiary of the Company. Options also may be granted in exchange for
outstanding Options.

3.4                    
Unless otherwise approved by the Plan Administrator, no person shall be eligible
to receive in any fiscal year Options to purchase more than 5% of the
outstanding shares of Common Stock (subject to adjustment as set forth in
Section 5.1(m) hereof). Any person to whom an Option is granted under this Plan
is referred to as an "Optionee". Any person who is the owner of an Option is
referred to as a "Holder". 

3.5                    
As used in this Plan, the term "Related Company" shall mean any company (other
than the Company) that is a "Parent Company" of the Company or "Subsidiary
Company" of the Company, as those terms are defined in Sections 424(e) and
424(f), respectively, of the Code (or any successor provisions) and the
regulations thereunder (as amended from time to time). 

4.                      
STOCK 

4.1                    
The Plan Administrator is authorized to grant Options to acquire up to a total
of 9,000,000 shares of the Company's authorized but unissued, or reacquired,
Common Stock. The number of shares with respect to which Options may be granted
hereunder is subject to adjustment as set forth in Section 5.1(m) hereof. In the
event that any outstanding Option expires or is terminated for any reason, the
shares of Common Stock allocable to the unexercised portion of such Option may
again be subject to an Option granted to the same Optionee or to a different
person eligible under Section 3 of this Plan; provided however, that any
cancelled Options will be counted against the maximum number of shares with
respect to which Options may be granted to any particular person as set forth in
Section 3 hereof. 

5.                      
TERMS AND CONDITIONS OF OPTIONS 

5.1                    
Each Option granted under this Plan shall be evidenced by a written agreement
approved by the Plan Administrator (the "Agreement"). Agreements may contain
such provisions, not inconsistent with this Plan, as the Plan Administrator in
its discretion may deem advisable. All Options also shall comply with the
following requirements: 

	 	(a) 	
      Number of Shares and Type of Option

	 	 	 
	 		
      Each Agreement shall state the number of shares of Common
      Stock to which it pertains and, for Optionees subject to tax in the United
      States, whether the Option is intended to be an Incentive Stock Option or
      a Non-Qualified Stock Option, provided
that:







- 4 - 

	 	(i) 	
      in the absence of action to the contrary by the Plan
      Administrator in connection with the grant of an Option, all Options shall
      be Non-Qualified Stock Options;

	 	 	 
	 	(ii) 	
      the aggregate fair market value (determined at the Date
      of Grant, as defined below) of the stock with respect to which Incentive
      Stock Options are exercisable for the first time by an Optionee subject to
      tax in the United States during any calendar year (granted under this Plan
      and all other Incentive Stock Option plans of the Company, a Related
      Company or a predecessor company) shall not exceed U.S.$100,000, or such
      other limit as may be prescribed by the Code as it may be amended from
      time to time (the "Annual Limit"); and

	 	 	 
	 	(iii) 	
      any portion of an Option which exceeds the Annual Limit
      shall not be void but rather shall be a Non-Qualified Stock
  Option.




	 	(b) 	
      Date of Grant

	 	 	 	 
	 		
      Each Agreement shall state the date the Plan
      Administrator has deemed to be the effective date of the Option for
      purposes of this Plan (the "Date of Grant").

	 	 	 	 
	 	(c) 	
      Option Price

	 	 	 	 
	 		
      Each Agreement shall state the price per share of Common
      Stock at which it is exercisable. The Plan Administrator shall act in good
      faith to establish the exercise price in accordance with Applicable Laws;
      provided that:

	 	 	 	 
	 		(i) 	
      the per share exercise price for an Incentive Stock
      Option or any Option granted to a "covered employee" as such term is
      defined for purposes of Section 162(m) of the Code ("Covered Employee")
      shall not be less than the fair market value per share of the Common Stock
      at the Date of Grant as determined by the Plan Administrator in good
      faith;

	 	 	 	 
	 		(ii) 	
      with respect to Incentive Stock Options granted to
      greater-than-ten percent (>10%) shareholders of the Company (as
      determined with reference to Section 424(d) of the Code), the exercise
      price per share shall not be less than one hundred ten percent (110%) of
      the fair market value per share of the Common Stock at the Date of Grant
      as determined by the Plan Administrator in good faith;

	 	 	 	 
	 		(iii) 	
      Options granted in substitution for outstanding options
      of another company in connection with the merger, consolidation,
      acquisition of property or stock or other reorganization involving such
      other company and the Company or any subsidiary of the Company may be
      granted with an exercise price equal to the exercise price for the
      substituted option of the other company, subject to any adjustment
      consistent with the terms of the transaction pursuant to which the
      substitution is to occur; and







- 5 - 

	 	(iv) 	
      with respect to Non-Qualified Stock Options, the exercise
      price per share shall be determined by the Plan Administrator at the time
      the Option is granted, but such price shall not be less than the closing
      trading price of the Common Stock on the OTCBB on the last trading day
      preceding the date on which the Option is granted (or if the Common Stock
      is not then listed and posted for trading on the OTCBB, on such other
      stock exchange on which the Common Shares are listed and posted for
      trading as may be selected by the Board of Directors). In the event that
      the Common Stock is not listed and posted for trading on any stock
      exchange or other quotation systems, the exercise price shall be the fair
      market value of the Common Stock as determined by the Plan
      Administrator.




	 	(d) 	
      Duration of Options

	 	 	 	 
	 		
      At the time of the grant of the Option, the Plan
      Administrator shall designate, subject to paragraph 5.1(g) below, the
      expiration date of the Option, which date shall not be later than ten (10)
      years from the Date of Grant; provided, that the expiration date of
      any Incentive Stock Option granted to a greater-than-ten percent (>10%)
      shareholder of the Company (as determined with reference to Section 424(d)
      of the Code) shall not be later than five (5) years from the Date of
      Grant. In the absence of action to the contrary by the Plan Administrator
      in connection with the grant of a particular Option, and except in the
      case of Incentive Stock Options as described above, all Options granted
      under this Plan shall expire five (5) years from the Date of
  Grant.

	 	 	 	 
	 	(e) 	
      Vesting Schedule

	 	 	 	 
	 		
      No Option shall be exercisable until it has vested. The
      vesting schedule for each Option shall be specified by the Plan
      Administrator at the time of grant of the Option prior to the provision of
      services with respect to which such Option is granted; provided
      that if no vesting schedule is specified at the time of grant, the
      Option shall vest as follows:

	 	 	 	 
	 		(i) 	
      on the first anniversary of the Date of Grant, the Option
      shall vest and shall become exercisable with respect to 25% of the Common
      Stock to which it pertains;

	 	 	 	 
	 		(ii) 	
      on the second anniversary of the Date of Grant, the
      Option shall vest and shall become exercisable with respect to an
      additional 25% of the Common Stock to which it pertains;

	 	 	 	 
	 		(iii) 	
      on the third anniversary of the Date of Grant, the Option
      shall vest and shall become exercisable with respect to an additional 25%
      of the Common Stock to which it pertains; and

	 	 	 	 
	 		(iv) 	
      on the fourth anniversary of the Date of Grant, the
      Option shall vest and shall become exercisable with respect to balance of
      the Common Stock to which it pertains.

	 	 	 	 
	 		
      The Plan Administrator may specify a vesting schedule for
      all or any portion of an Option based on the achievement of performance
      objectives established in advance of







- 6 - 

	 		
      the commencement by the Optionee of services related to
      the achievement of the performance objectives. Performance objectives
      shall be expressed in terms of one or more of the following: return on
      equity, return on assets, share price, market share, sales, earnings per
      share, costs, net earnings, net worth, inventories, cash and cash
      equivalents, gross margin or the Company's performance relative to its
      internal business plan, or such other terms as determined and directed by
      the Board. Performance objectives may be in respect of the performance of
      the Company as a whole (whether on a consolidated or unconsolidated
      basis), a Related Company, or a subdivision, operating unit, product or
      product line of either of the foregoing. Performance objectives may be
      absolute or relative and may be expressed in terms of a progression or a
      range. An Option that is exercisable (in full or in part) upon the
      achievement of one or more performance objectives may be exercised only
      following written notice to the Optionee and the Company by the Plan
      Administrator that the performance objective has been achieved.

	 	 	 	 	 
	 	(f) 	
      Acceleration of Vesting

	 	 	 	 	 
	 		
      The vesting of one or more outstanding Options may be
      accelerated by the Plan Administrator at such times and in such amounts as
      it shall determine in its sole discretion. The vesting of Options also
      shall be accelerated under the circumstances described in Section 5.1(m)
      below.

	 	 	 	 	 
	 	(g) 	
      Term of Option

	 	 	 	 	 
	 		(i) 	
      Options that have vested as specified by the Plan
      Administrator or in accordance with this Plan, shall terminate, to the
      extent not previously exercised, upon the occurrence of the first of the
      following events:

	 	 	 	 	 
	 			A. 	
      the expiration of the Option, as designated by the Plan
      Administrator in accordance with Section 5.1(d) above;

	 	 	 	 	 
	 			B. 	
      the date of an Optionee's termination of employment or
      contractual relationship with the Company or any Related Company for cause
      (as determined in the sole discretion of the Plan
Administrator);

	 	 	 	 	 
	 			C. 	
      the expiration of three (3) months from the date of an
      Optionee's termination of employment or contractual relationship with the
      Company or any Related Company for any reason whatsoever other than cause,
      death or Disability (as defined below); or

	 	 	 	 	 
	 			D. 	
      the expiration of one year (1) from termination of an
      Optionee's employment or contractual relationship by reason of death or
      Disability (as defined below).

	 	 	 	 	 
	 		(ii) 	
      Upon the death of an Optionee, any vested Options held by
      the Optionee shall be exercisable only by the person or persons to whom
      such Optionee's rights under such Option shall pass by the Optionee's will
      or by the laws of descent and distribution of the Optionee's domicile at
      the time of death and only until such Options terminate as provided
      above.







- 7 - 

	 	(iii) 	
      For purposes of the Plan, unless otherwise defined in the
      Agreement, "Disability" shall mean medically determinable physical or
      mental impairment which has lasted or can be expected to last for a
      continuous period of not less than six (6) months or that can be expected
      to result in death. The Plan Administrator shall determine whether an
      Optionee has incurred a Disability on the basis of medical evidence
      acceptable to the Plan Administrator. Upon making a determination of
      Disability, the Plan Administrator shall, for purposes of the Plan,
      determine the date of an Optionee's termination of employment or
      contractual relationship.

	 	 	 
	 	(iv) 	
      Unless accelerated in accordance with Section 5.1(f)
      above, unvested Options shall terminate immediately upon the Optionee
      resigning from or the Company terminating the Optionee’s employment or
      contractual relationship with the Company or any Related Company for any
      reason whatsoever, including death or Disability.

	 	 	 
	 	(v) 	
      For purposes of this Plan, transfer of employment between
      or among the Company and/or any Related Company shall not be deemed to
      constitute a termination of employment with the Company or any Related
      Company. For purposes of this subsection, employment shall be deemed to
      continue while the Optionee is on military leave, sick leave or other
      bona fide leave of absence (as determined by the Plan
      Administrator). The foregoing notwithstanding, employment shall not be
      deemed to continue beyond the first ninety (90) days of such leave, unless
      the Optionee's re-employment rights are guaranteed by statute or by
      contract.




	 	(h) 	
      Exercise of Options

	 	 	 	 
	 		(i) 	
      Options shall be exercisable, in full or in part, at any
      time after vesting, until termination. If less than all of the shares
      included in the vested portion of any Option are purchased, the remainder
      may be purchased at any subsequent time prior to the expiration of the
      Option term. No portion of any Option for less than fifty (50) shares (as
      adjusted pursuant to Section 5.1(m) below) may be exercised;
      provided, that if the vested portion of any Option is less than
      fifty (50) shares, it may be exercised with respect to all shares for
      which it is vested. Only whole shares may be issued pursuant to an Option,
      and to the extent that an Option covers less than one (1) share, it is
      unexercisable.

	 	 	 	 
	 		(ii) 	
      Options or portions thereof may be exercised by giving
      written notice to the Company, which notice shall specify the number of
      shares to be purchased, and be accompanied by payment in the amount of the
      aggregate exercise price for the Common Stock so purchased, which payment
      shall be in the form specified in Section 5.1(i) below. The Company shall
      not be obligated to issue, transfer or deliver a certificate of Common
      Stock to the Holder of any Option, until provision has been made by the
      Holder, to the satisfaction of the Company, for the payment of the
      aggregate exercise price for all shares for which the Option shall have
      been exercised and for satisfaction of any tax withholding obligations
      associated with such exercise.







- 8 - 

	 	(iii) 	
      During the lifetime of an Optionee, Options are
      exercisable only by the Optionee or in the case of a Non-Qualified Stock
      Option, transferee who takes title to such Option in the manner permitted
      by subsection 5.1(k) hereof.




	 	(i) 	
      Payment upon Exercise of Option

	 	 	 	 	 
	 		
      Upon the exercise of any Option, the aggregate exercise
      price shall be paid to the Company in cash or by certified or cashier's
      check. In addition, if pre-approved in writing by the Plan Administrator
      who may arbitrarily withhold consent, the Holder may pay for all or any
      portion of the aggregate exercise price by complying with one or more of
      the following alternatives:

	 	 	 	 	 
	 		(i) 	
      by delivering to the Company shares of Common Stock
      previously held by such Holder, or by the Company withholding shares of
      Common Stock otherwise deliverable pursuant to exercise of the Option,
      which shares of Common Stock received or withheld shall have a fair market
      value at the date of exercise (as determined by the Plan Administrator)
      equal to the aggregate exercise price to be paid by the Optionee upon such
      exercise; or

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

	 	 	 	 	 
	 	(j) 	
      No Rights as a Shareholder

	 	 	 	 	 
	 		
      A Holder shall have no rights as a shareholder with
      respect to any shares covered by an Option until such Holder becomes a
      record holder of such shares, irrespective of whether such Holder has
      given notice of exercise. Subject to the provisions of Section 5.1(m)
      hereof, no rights shall accrue to a Holder and no adjustments shall be
      made on account of dividends (ordinary or extraordinary, whether in cash,
      securities or other property) or distributions or other rights declared
      on, or created in, the Common Stock for which the record date is prior to
      the date the Holder becomes a record holder of the shares of Common Stock
      covered by the Option, irrespective of whether such Holder has given
      notice of exercise.

	 	 	 	 	 
	 	(k) 	
      Transfer of Option

	 	 	 	 	 
	 		(i) 	
      Options granted under this Plan and the rights and
      privileges conferred by this Plan may not be transferred, assigned,
      pledged or hypothecated in any manner (whether by operation of law or
      otherwise) other than by will or by applicable laws of descent and
      distribution or pursuant to a qualified domestic relations order, and
      shall not be subject to execution, attachment or similar process;
      provided however that, subject to applicable laws:

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







- 9 - 

	 		
      for the benefit of the Optionee and the Optionee's
      immediate family members; or

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




	 	(ii) 	
      Upon any attempt to transfer, assign, pledge, hypothecate
      or otherwise dispose of any Option or of any right or privilege conferred
      by this Plan contrary to the provisions hereof, or upon the sale, levy or
      any attachment or similar process upon the rights and privileges conferred
      by this Plan, such Option shall thereupon terminate and become null and
      void.




	 	(l) 	
      Securities Regulation and Tax Withholding

	 	 	 	 
	 		(i) 	
      Shares shall not be issued with respect to an Option
      unless the exercise of such Option and the issuance and delivery of such
      shares shall comply with all Applicable Laws. The inability of the Company
      to obtain from any regulatory body the authority deemed by the Company to
      be necessary for the lawful issuance and sale of any Options or shares
      under this Plan, or the unavailability of an exemption from registration
      for the issuance and sale of any shares under this Plan, shall relieve the
      Company of any liability with respect to the non-issuance or sale of such
      Options or shares.

	 	 	 	 
	 		(ii) 	
      As a condition to the exercise of an Option, the Plan
      Administrator may require the Holder to represent and warrant in writing
      at the time of such exercise that the shares are being purchased only for
      investment and without any then-present intention to sell or distribute
      such shares. At the option of the Plan Administrator, a stop-transfer
      order against such shares may be placed on the stock books and records of
      the Company, and a legend indicating that the stock may not be pledged,
      sold or otherwise transferred unless an opinion of counsel is provided
      stating that such transfer is not in violation of any applicable law or
      regulation, may be stamped on the certificates representing such shares in
      order to assure an exemption from registration. The Plan Administrator
      also may require such other documentation as may from time to time be
      necessary to comply with federal, provincial or state securities laws. THE
      COMPANY HAS NO OBLIGATION TO UNDERTAKE REGISTRATION OF OPTIONS OR THE
      SHARES OF STOCK ISSUABLE UPON THE EXERCISE OF OPTIONS.

	 	 	 	 
	 		(iii) 	
      The Holder shall pay to the Company by certified or
      cashier's check, promptly upon exercise of an Option or, if later, the
      date that the amount of such obligations becomes determinable, all
      applicable federal, state, provincial, local and foreign withholding taxes
      that the Plan Administrator, in its discretion, determines to result upon
      exercise of an Option or from a transfer or other disposition of shares of
      Common Stock acquired upon exercise of an Option or otherwise related to
      an Option or shares of Common Stock acquired in connection with an Option.
      Upon approval of the Plan







- 10 - 

Administrator, a Holder may satisfy
such obligation by complying with one or more of the following alternatives
selected by the Plan Administrator: 

	 	A. 	
      by delivering to the Company shares of Common Stock
      previously held by such Holder or by the Company withholding shares of
      Common Stock otherwise deliverable pursuant to the exercise of the Option,
      which shares of Common Stock received or withheld shall have a fair market
      value at the date of exercise (as determined by the Plan Administrator)
      equal to any withholding tax obligations arising as a result of such
      exercise, transfer or other disposition; or

	 	 	 
	 	B. 	
      by complying with any other payment mechanism approved by
      the Plan Administrator from time to time.




	 	(iv) 	
      The issuance, transfer or delivery of certificates of
      Common Stock pursuant to the exercise of Options may be delayed, at the
      discretion of the Plan Administrator, until the Plan Administrator is
      satisfied that the applicable requirements of the federal, provincial and
      state securities laws and the withholding provisions under Applicable Laws
      have been met and that the Holder has paid or otherwise satisfied any
      withholding tax obligation as described in paragraph 5.1(l)(iii)
    above.




	 	(m) 	
      Stock Dividend or Reorganization

	 	 	 	 
	 		(i) 	
      If: (1) the Company shall at any time be involved in a
      transaction described in Section 424(a) of the Code (or any successor
      provision) or any "corporate transaction" described in the regulations
      thereunder; (2) the Company shall declare a dividend payable in, or shall
      subdivide, reclassify, reorganize, or combine, its Common Stock; or (3)
      any other event with substantially the same effect shall occur, the Plan
      Administrator shall, subject to applicable law, with respect to each
      outstanding Option, proportionately adjust the number of shares of Common
      Stock subject to such Option and/or the exercise price per share so as to
      preserve the rights of the Holder substantially proportionate to the
      rights of the Holder prior to such event, and to the extent that such
      action shall include an increase or decrease in the number of shares of
      Common Stock subject to outstanding Options, the number of shares
      available under Section 4 of this Plan and the exercise price for such
      Options shall automatically be increased or decreased, as the case may be,
      proportionately, without further action on the part of the Plan
      Administrator, the Company, the Company's shareholders, or any Holder, so
      as to preserve the proportional rights of the Holder.

	 	 	 	 
	 		(ii) 	
      In the event that the presently authorized capital stock
      of the Company is changed into the same number of shares with a different
      par value, or without par value, the stock resulting from any such change
      shall be deemed to be Common Stock within the meaning of the Plan, and
      each Option shall apply to the same number of shares of such new stock as
      it applied to old shares immediately prior to such
  change.







- 11 - 

	 	(iii) 	
      If the Company shall at any time declare an extraordinary
      dividend with respect to the Common Stock, whether payable in cash or
      other property, the Plan Administrator may, subject to applicable law, in
      the exercise of its sole discretion and with respect to each outstanding
      Option, proportionately adjust the number of shares of Common Stock
      subject to such Option and/or adjust the exercise price per share so as to
      preserve the rights of the Holder substantially proportionate to the
      rights of the Holder prior to such event, and to the extent that such
      action shall include an increase or decrease in the number of shares of
      Common Stock subject to outstanding Options, the number of shares
      available under Section 4 of this Plan shall automatically be increased or
      decreased, as the case may be, proportionately, without further action on
      the part of the Plan Administrator, the Company, the Company's
      shareholders, or any Holder.

	 	 	 
	 	(iv) 	
      The foregoing adjustments in the shares subject to
      Options shall be made by the Plan Administrator, or by any successor
      administrator of this Plan, or by the applicable terms of any assumption
      or substitution document.

	 	 	 
	 	(v) 	
      The grant of an Option shall not affect in any way the
      right or power of the Company to make adjustments, reclassifications,
      reorganizations or changes of its capital or business structure, to merge,
      consolidate or dissolve, to liquidate or to sell or transfer all or any
      part of its business or assets.



6.                     
 EFFECTIVE DATE; SHAREHOLDER APPROVAL 

6.1                    
Incentive Stock Options may be granted by the Plan Administrator from time to
time on or after the date on which this Plan is adopted (the "Effective Date")
through the day immediately preceding the tenth anniversary of the Effective
Date.

6.2                    
Non-Qualified Stock Options may be granted by the Plan Administrator on or after
the Effective Date and until this Plan is terminated by the Board in its sole
discretion.

6.3                    
Termination of this Plan shall not terminate any Option granted prior to such
termination.

6.4                    
The approval of Disinterested Shareholders will be obtained for any reduction in
the exercise price of Options if the Optionee is an Insider of the Company at
the time of the proposed amendment. The terms "Disinterested Shareholder" and
"Insider" shall have the meanings as defined for those terms in the Applicable
Laws. 

6.5                    
Any Options granted by the Plan Administrator prior to the approval of this Plan
by the shareholders of the Company shall be granted subject to ratification of
this Plan by the shareholders of the Company within twelve (12) months before or
after the Effective Date. If such shareholder ratification is sought and not
obtained, all Options granted prior thereto and thereafter shall be considered
Non-Qualified Stock Options and any Options granted to Covered Employees will
not be eligible for the exclusion set forth in Section 162(m) of the Code with
respect to the deductibility by the Company of certain compensation. In
addition, any such Options will remain unvested unless and until shareholder
approval is obtained. 




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7.                     
 NO OBLIGATIONS TO EXERCISE OPTION 

7.1                    
The grant of an Option shall impose no obligation upon the Optionee to exercise
such Option. 

8.                      
NO RIGHT TO OPTIONS OR TO EMPLOYMENT 

8.1                    
Whether or not any Options are to be granted under this Plan shall be
exclusively within the discretion of the Plan Administrator, and nothing
contained in this Plan shall be construed as giving any person any right to
participate under this Plan.

8.2                    
The grant of an Option shall in no way constitute any form of agreement or
understanding binding on the Company or any Related Company, express or implied,
that the Company or any Related Company will employ or contract with an Optionee
for any length of time, nor shall it interfere in any way with the Company's or,
where applicable, a Related Company's right to terminate Optionee's employment
at any time, which right is hereby reserved. 

9.                      
APPLICATION OF FUNDS 

9.1                    
The proceeds received by the Company from the sale of Common Stock issued upon
the exercise of Options shall be used for general corporate purposes, unless
otherwise directed by the Board. 

10.                    
INDEMNIFICATION OF PLAN ADMINISTRATOR 

10.1                  
In addition to all other rights of indemnification they may have as members of
the Board, members of the Plan Administrator shall be indemnified by the Company
for all reasonable expenses and liabilities of any type or nature, including
attorneys' fees, incurred in connection with any action, suit or proceeding to
which they or any of them are a party by reason of, or in connection with, this
Plan or any Option granted under this Plan, and against all amounts paid by them
in settlement thereof (provided that such settlement is approved by independent
legal counsel selected by the Company), except to the extent that such expenses
relate to matters for which it is adjudged that such Plan Administrator member
is liable for willful misconduct; provided, that within fifteen (15) days after
the institution of any such action, suit or proceeding, the Plan Administrator
member involved therein shall, in writing, notify the Company of such action,
suit or proceeding, so that the Company may have the opportunity to make
appropriate arrangements to prosecute or defend the same. 

11.                    
AMENDMENT OF PLAN 

11.1                  
The Plan Administrator may, subject to Applicable Laws, at any time, modify,
amend or terminate this Plan or modify or amend Options granted under this Plan,
including, without limitation, such modifications or amendments as are necessary
to maintain compliance with applicable statutes, rules or regulations;
provided however that: 

	 	(a) 	
      no amendment with respect to an outstanding Option which
      has the effect of reducing the benefits afforded to the Holder thereof
      shall be made over the objection of such
Holder;







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	 	(b) 	
      the events triggering acceleration of vesting of
      outstanding Options may be modified, expanded or eliminated without the
      consent of Holders;

	 	 	 
	 	(c) 	
      the Plan Administrator may condition the effectiveness of
      any such amendment on the receipt of shareholder approval at such time and
      in such manner as the Plan Administrator may consider necessary for the
      Company to comply with or to avail the Company and/or the Optionees of the
      benefits of any securities, tax, market listing or other administrative or
      regulatory requirement; and

	 	 	 
	 	(d) 	
      the Plan Administrator may not increase the number of
      shares available for issuance on the exercise of Incentive Stock Options
      without shareholder approval.



11.2                  
Without limiting the generality of Section 11.1 hereof, the Plan Administrator
may modify grants to persons who are eligible to receive Options under this Plan
who are foreign nationals or employed outside Canada and the United States to
recognize differences in local law, tax policy or custom. 

Effective Date: January 10, 2006