Exhibit 4.11


                         NON-QUALIFIED STOCK OPTION PLAN
                                       OF
                        OXFORD INVESTMENTS HOLDINGS INC.
                               (December 1, 2005)

This Non-Qualified Stock Option Plan (the "Plan") is adopted in consideration of
services rendered and to be rendered by directors, key personnel and consultants
to Oxford Investments Holdings Inc., its subsidiaries and affiliates.

DEFINITIONS

The terms used in this Plan shall, unless otherwise indicated or required by the
particular context, have the following meanings:

Board: The Board of Directors of Oxford Investments Holdings Inc.

Common Stock: The no par value Common Stock of Oxford Investments Holdings Inc.

Company  or  Corporation:   Oxford  Investments  Holdings  Inc.,  a  corporation
incorporated  under the laws of Ontario,  Canada, and any successors in interest
by merger,  operation of law, assignment or purchase of all or substantially all
of the property, assets or business of the Company.

Date of Grant:  The date on which an option  (see  below) is  granted  under the
Plan.

Fair Market Value: The Fair Market Value of the Option Shares.  Such Fair Market
Value as of any date shall be reasonably  determined by the Board  provided,  if
the stock is listed upon an  established  stock  exchange or exchanges such fair
market  value  shall be the  closing  selling  price of the stock on such  stock
exchange or  exchanges  on the day the option is  granted,  or if no sale of the
Corporation's  stock shall have been made on any stock  exchange on that day, on
the next preceding day on which there was a sale of such stock. During such time
as such stock is not listed upon an  established  stock exchange the fair market
value  per  share  shall  mean (1) if the  stock is not  actively  traded in the
over-the-counter  market,  an amount  arrived  at by the Board of  Directors  by
applying  any  reasonable  valuation  method;  and (2) if the stock is  actively
traded in the over-the-counter market the closing price on the day the option is
granted, as reported by the National Association of Securities Dealers, Inc., or
National  Quotation  Bureau,  Inc.  Subject to the foregoing,  the  Compensation
Committee in fixing the option price shall have full  authority  and  discretion
and be fully protected in doing so.

Key Person: A person designated by the Board upon whose judgment, initiative and
efforts the Company or a related company may rely including  without  limitation
any director, employee, or consultant of the Company.

Option:  The rights granted to a Key Person to purchase Common Stock pursuant to
the terms and conditions of an Option Agreement (see below).



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Option  Agreement:  The  written  agreement  (and any  amendment  or  supplement
thereto)  between  the  Company  and a Key  Person  designating  the  terms  and
conditions of an Option.

Option Shares:  The shares of Common Stock underlying an Option granted to a Key
Person.

Optionee: A Key Person who has been granted an Option.

                           ARTICLE 1 PURPOSE AND SCOPE

(a) This  Non-Qualified  Stock Option Plan (the "Plan") was adopted by the Board
of  Directors  of  Oxford   Investments   Holdings   Inc.   (the   "Company"  or
"Corporation")  on  ______,  2005  and  approved  by  the  shareholders  of  the
Corporation  on  December___,  2005,  in order to advance the  interests  of the
Company and its  shareholders  by affording  Key Persons,  upon whose  judgment,
initiative and efforts the Company may rely for the successful  conduct of their
businesses,  an  opportunity  for  investment  in the Company and the  incentive
advantages inherent in stock ownership in the Company.

(b) This Plan authorizes the Board to grant Options to purchase shares of Common
Stock to Key Persons  selected by the Board while  considering  criteria such as
employment  position  or  other  relationship  with  the  Company,   duties  and
responsibilities,  ability,  productivity,  length of  service  or  association,
morale,  interest in the  Company,  recommendations  by  supervisors,  and other
matters.

                      ARTICLE 2 ADMINISTRATION OF THE PLAN

The Plan shall be administered by the  Compensation  Committee of the Board. The
Compensation Committee shall have the authority granted to it under this section
and under each other section of the Plan. In accordance  with and subject to the
provisions of the Plan, the  Compensation  Committee shall select the Optionees,
shall  determine  (i) the number of shares of Common Stock to be subject to each
option,  (ii) the time at which each Option is to be granted,  (iii)  whether an
Option shall be granted in exchange for the  cancellation  and  termination of a
previously  granted  option or  options  under the Plan or  otherwise,  (iv) the
purchase price for the Option Shares, (v) the option period, and (vi) the manner
in which the Option becomes exercisable. In addition, the Compensation Committee
shall fix such other terms of each Option as it may deem necessary or desirable.
The  Compensation  Committee  shall  determine  the form of Option  Agreement to
evidence each Option.

Effective for 2006 and thereafter,  the Compensation Committee has determined to
grant under the Plan to each  non-employee  director  options to purchase  5,000
shares  each year as of the date  which is one day prior to the date set for the
annual meeting of shareholders for such year and with an exercise price equal to
the closing price on the date of the grant.  The  non-employee  director  option
grants shall be  exercisable  at any time between the date of grant and up to 10
years from the date of the grant.

The  Compensation  Committee  from  time  to  time  may  adopt  such  rules  and
regulations  for carrying out the purposes of the Plan as it may deem proper and
in the best  interest  of the  Company.  The Board  may from  time to time,  and



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subject to Article 14, make such changes in and  additions to the Plan as it may
deem proper and in the best interest of the Company provided,  however,  that no
such change or addition  shall impair any Option  previously  granted  under the
Plan.

Each  determination,  interpretation  or other action made or taken by the Board
shall be  final,  conclusive  and  binding  on all  persons,  including  without
limitation,  the  Company,  any  subsidiary  of the Company,  the  shareholders,
directors,  officers  and  employees  of the Company and any  subsidiary  of the
Company, and the Optionees and their respective successors in interest.

                           ARTICLE 3 THE COMMON STOCK

The Compensation  Committee is authorized to appropriate,  grant options,  issue
and sell for the  purposes  of the Plan,  a total  number,  not in excess of ten
percent (10%) of the Common Shares of the Company (currently 2,187,000 shares of
Common Stock),  either  treasury or authorized  but unissued,  or the number and
kind of shares of stock or other  securities  which in accordance with Article 8
shall be substituted for the 2,187,000 shares or into which such shares shall be
adjusted.  All or any unsold  shares  subject  to an Option  that for any reason
expires of otherwise  terminates  may again be made subject to Options under the
Plan.

                              ARTICLE 4 ELIGIBILITY

Options will be granted only to Key Persons.  Key Persons may hold more than one
Option  under the Plan and may hold Options  under the Plan and options  granted
pursuant to other plans or otherwise.  The aggregate number of Options available
for  issuance to any one person  shall not exceed 5% of the  outstanding  common
shares at the time of grant  (including  the  shares  that are  subject  to such
option grant).

                             ARTICLE 5 OPTION PRICE

The  Compensation  Committee  shall  determine the purchase price for the Option
Shares;  provided,  however, that the purchase price to be paid by Optionees for
Option  Shares  shall not be less than one  hundred  percent  (100%) of the Fair
Market Value of the Option Shares on the Date of Grant.

                   ARTICLE 6 DURATION AND EXERCISE OF OPTIONS

(a) The option  period  shall  commence on the Date of Grant and may be up to 10
years in length  subject  to the  limitations  in this  Article 6 and the Option
Agreement.

(b) During the lifetime of the Optionee, the Option shall be exercisable only by
the Optionee. Subject to the limitations in Paragraph (a) above, any Option held
by an Optionee at the time of his death may be  exercised  by his estate  within
twelve months of his death or such longer period as the  Compensation  Committee
may determine.



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(c) The  Compensation  Committee  may  determine  whether  an  Option  shall  be
exercisable as provided in Paragraph (a) of this Article 6 or whether the Option
shall  be  exercisable  in  installments  only;  if the  Compensation  Committee
determines the latter,  it shall  determine the number of  installments  and the
percentage  of the  Option  exercisable  at  each  installment  date.  All  such
installments shall be cumulative.

(d) In the case of an  Optionee  who is an employee or a director of the Company
or a  subsidiary  of the  Company,  if,  for any  reason  (other  than  death or
termination  for cause by the  Company  or a  subsidiary  of the  Company),  the
Optionee  ceases to be  employed by either the  Company or a  subsidiary  of the
Company,  any option held by the Optionee at the time his employment  ceases may
be exercised  within 90 days after the date that his employment  ceased (subject
to the  limitations  at  Paragraph  (a) above),  but only to the extent that the
option  was  exercisable  according  to its  terms on the  date  the  Optionee's
employment  ceased.  After such 90 day  period,  any  unexercised  portion of an
Option shall expire unless extended by the Compensation Committee.

(e) In the case of an  Optionee  who is an employee or a director of the Company
or a subsidiary of the Company, if the Optionee's employment by the Company or a
subsidiary  of the  Company  ceases  due to the  Company's  termination  of such
Optionee's  employment for cause, any unexercised  portion of any Option held by
the Optionee  shall  immediately  expire.  For this purpose  "cause"  shall mean
conviction of a felony or continued  failure,  after notice,  by the Optionee to
perform fully and adequately the Optionee's duties.

(f) Each Option  shall be  exercised  in whole or in part by  delivering  to the
office of the  Treasurer of the Company  written  notice of the number of shares
with  respect to which the Option is to be  exercised  and by paying in full the
purchase price for the Option Shares purchased as set forth in Article 7.

                       ARTICLE 7 PAYMENT FOR OPTION SHARES

The Compensation  Committee may permit all or part of the purchase price for the
Option Shares to be paid by delivery to the Company for  cancellation  shares of
the  Company's  Common Stock  previously  owned by the Optionee for at least six
months and with a Fair Market  Value as of the date of the payment  equal to the
portion of the purchase  price for the Option  Shares that the Optionee does not
pay in cash. In the case of all other Option exercises, the purchase price shall
be paid in cash or certified  funds upon exercise of the Option.  In addition to
the foregoing,  the Compensation Committee may permit a Optionee to elect to pay
the Option  Price by  irrevocably  authorizing  a third  party to sell shares of
Common Stock (or a sufficient  portion of the shares)  acquired upon exercise of
the Stock  Option  and remit to the  Company a  sufficient  portion  of the sale
proceeds to pay the entire Option Price and any tax  withholding  resulting from
such exercise.

                  ARTICLE 8 CHANGE IN STOCK, ADJUSTMENTS, ETC.

In the event that each of the  outstanding  shares of Common  Stock  (other than
shares  held by  dissenting  stockholders  which are not  changed or  exchanged)
should be changed into, or exchanged  for, a different  number or kind of shares



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of stock or other securities of the Company, or, if further changes or exchanges
of any stock or other  securities  into which the Common  Stock  shall have been
changed,  or for which it shall have been  exchanged,  shall be made (whether by
reason  of  merger,  consolidation,   reorganization,   recapitalization,  stock
dividends, reclassification, split-up, combination of shares or otherwise), then
there shall be substituted for each share of Common Stock that is subject to the
Plan, the number and kind of shares of stock or other securities into which each
outstanding  share  of  Common  Stock  (other  than  shares  held by  dissenting
shareholders  which are not  changed  or  exchanged)  shall be so changed or for
which  each  outstanding  share of  Common  Stock  (other  than  shares  held by
dissenting  shareholders) shall be so changed or for which each such share shall
be  exchanged.  Any  securities  so  substituted  shall be  subject  to  similar
successive adjustments. In the event of any such changes or exchanges, the Board
shall determine whether,  in order to prevent dilution or enlargement of rights,
an adjustment should be made in the number,  kind, or option price of the shares
or other securities then subject to an Option or Options granted pursuant to the
Plan and the Board shall make any such adjustment, and such adjustments shall be
made and shall be effective and binding for all purposes of the Plan.

                      ARTICLE 9 RELATIONSHIP TO EMPLOYMENT

Nothing  contained in the Plan, or in any Option  granted  pursuant to the Plan,
shall  confer upon any  Optionee  any right with  respect to  employment  by the
Company,  or interfere in any way with the right of the Company to terminate the
Optionee's employment or services at any time.

                     ARTICLE 10 NONTRANSFERABILITY OF OPTION

No Option granted under the Plan shall be transferable  by the Optionee,  either
voluntarily  or  involuntarily,  except  by will  or the  laws  of  descent  and
distribution, and any attempt to do so shall be null and void.

                       ARTICLE 11 RIGHTS AS A SHAREHOLDER

No person  shall  have any  rights as a  shareholder  with  respect to any share
covered by an Option until that person shall become the holder of record of such
share and,  except as  provided in Article 8, no  adjustments  shall be made for
dividends or other distributions or other rights as to which there is an earlier
record date.

                     ARTICLE 12 SECURITIES LAWS REQUIREMENTS

No Option  Shares  shall be issued  unless  and  until,  in the  opinion  of the
Company, any applicable registration requirements of the Securities Act of 1933,
as amended,  any applicable listing  requirements of any securities  exchange on
which stock of the same class is then listed,  and any other requirements of law
or of any regulatory bodies having jurisdiction over such issuance and delivery,
have been fully complied with. Each Option and each Option Share certificate may
be  imprinted  with  legends   reflecting  federal  and  state  securities  laws
restrictions  and  conditions,  and the Company may comply  therewith  and issue
"stop  transfer"  instructions to its transfer agent and registrar in good faith
without liability.



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                        ARTICLE 13 DISPOSITION OF SHARES

Each Optionee, as a condition of exercise,  shall represent,  warrant and agree,
in a form of written certificate  approved by the Company, as follows:  (a) that
all  Options  Shares are being  acquired  solely for his own  account and not on
behalf of any other person or entity;  (b) that no Option Shares will be sold or
otherwise distributed in violation of the Securities Act of 1933, as amended, or
any other applicable federal or state securities laws; (c) that if he is subject
to reporting  requirements under Section 16(a) of the Securities Exchange Act of
1934,  as amended,  he will (i)  furnish the Company  with a copy of each Form 4
filed by him,  and (ii)  timely  file all  reports  required  under the  federal
securities  laws;  and (d) that he will report all sales of Option Shares to the
Company in writing on a form prescribed by the Company.


                              ARTICLE 14 AMENDMENT

The Board of Directors may amend or  discontinue  this Plan at any time provided
that no  unexercised  option granted under this Plan may be altered or canceled,
except  in  accordance  with its  terms,  without  the  written  consent  of the
participant to whom such option was granted;  and provided further that, without
the  approval of the  shareholders,  no  amendment  may:  (i) change  (except as
provided in Article 8) the aggregate  number of shares which may be issued under
the plan;  (ii)  decrease  the  purchase  price for the option  shares  under an
outstanding  option,  or (iii)  remove the  administration  of the Plan from the
Compensation Committee. From time to time, the Board of Directors may amend this
Plan to  clarify  the  meaning  of any of its  provisions.  Any such  clarifying
amendment  shall not confer any  additional  benefit on any optionees  under the
Plan nor shall it effect a  modification  of the Plan or options  previously  or
subsequently granted under the Plan.

                          ARTICLE 15: TERM OF THE PLAN

No option shall be granted  hereunder after the expiration of ten years from the
earlier of the date on which the Plan was adopted by the Board of  Directors  as
indicated  in Article 1 or the date it was approved by the  shareholders  of the
Corporation.

                          ARTICLE 16: TERM OF THE PLAN

To the extent applicable, it is intended that this Agreement and the Plan comply
with the provisions of Section 409A of the United States Internal  Revenue Code,
so that the income  inclusion  provisions of Section  409A(a)(1) do not apply to
Optionee.  This  Agreement  and the  Plan  shall  be  administered  in a  manner
consistent with this intent, and any provision that would cause the Agreement or
the Plan to fail to  satisfy  Section  409A of the Code  shall have no force and
effect until  amended to comply with  Section 409A of the Code (which  amendment
may be retroactive  to the extent  permitted by Section 409A of the Code and may
be made by the Company without the consent of the Optionee).



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                          ARTICLE 17: OTHER PROVISIONS:

The following provisions are also in effect under the Plan:

(a) The use of a  masculine  gender in the Plan  shall also  include  within its
meaning the  feminine,  and the singular may include the plural,  and the plural
may include the singular, unless the context clearly indicates to the contrary.

(b) Any expenses of administering the Plan shall be borne by the Company.

(c)  This  Plan  shall  be  construed  to be in  addition  to any and all  other
compensation plans or programs.  The adoption of the Plan by the Board shall not
be construed as creating any  limitations on the power or authority of the Board
to adopt such other additional  incentive or other compensation  arrangements as
the Board may deem necessary or desirable.

(d) The validity, construction, interpretation, administration and effect of the
Plan and of its rules and  regulations,  and the rights of any and all personnel
having or claiming to have an interest  therein or thereunder  shall be governed
by and  determined  exclusively  and solely in  accordance  with the laws of the
Ontario, Canada.





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