EXHIBIT
      4(c) 1





**STOCK
      OPTION PLAN AGREEMENT**





**CHINESEWORLDNET.COM
      INC.**


**2007
      STOCK INCENTIVE PLAN**





**1.**
            **PURPOSE
                OF PLAN**





The
      purpose of the ChineseWorldNet.com Inc. 2007 Stock Incentive Plan (this
“ **Plan** ”)
      is to
      aid the Corporation in recruiting and retaining key employees, directors and/or
      consultants of outstanding ability and to motivate such employees, directors
      and
      consultants to exert their best efforts on behalf of the Corporation by
      providing incentives through the granting of Awards. The Company expects that
      it
      will benefit from the added interest which such key employees, directors or
      consultants will have in the welfare of the Company as a result of their
      proprietary interest in the Company’s success. As used herein, “ **Corporation** ”
means
      ChineseWorldNet.com Inc., a company organized under the laws of the Cayman
      Islands; “ **Subsidiary** ”
means
      any corporation or other entity a majority of whose outstanding voting stock
      or
      voting power is beneficially owned directly or indirectly by the Corporation,
      or
      in which the Corporation has a variable interest; “ **Group** ”
means
      the Corporation and its Subsidiaries, collectively; and “ **Board”** means
      the
      Board of Directors of the Corporation.





**2.**
            **ELIGIBILITY**





The
      Administrator (as such term is defined in Section 3.1) may grant awards
      under this Plan only to those persons that the Administrator determines to
      be
      Eligible Persons. An “ **Eligible
      Person** ”
is
      any
      person who is either: (a) an officer (whether or not a director) or
      employee of the Group; (b) a director of any member of the Group; or
      (c) an individual consultant or advisor who renders or has rendered bona
      fide services (other than services in connection with the offering or sale
      of
      securities of the Corporation in a capital-raising transaction or as a market
      maker or promoter of the Corporation’s securities) to the Corporation and who is
      selected to participate in this Plan by the Administrator. Notwithstanding
      the
      foregoing, a person who is otherwise an Eligible Person under clause
      (c) above may participate in this Plan only if such participation would not
      compromise the Corporation’s ability to rely on Rule 701 to exempt from
      registration under the United States Securities Act of 1933, as amended (the
      “ **Securities
      Act** ”),
      or
      use Form S-8 to register under the Securities Act, the offering and sale of
      securities issuable under this Plan by the Corporation or the Corporation’s
      compliance with any other applicable laws. An Eligible Person who has been
      granted an award (a “ **participant** ”)
      may,
      if otherwise eligible, be granted additional awards if the Administrator shall
      so determine.





**3.**
            **PLAN
                ADMINISTRATION**





**3.1**  ***The
      Administrator*** .
      This
      Plan shall be administered by and all awards under this Plan shall be authorized
      by the Administrator. The “ **Administrator** ”
means
      the Board or one or more committees appointed by the Board or another committee
      (within its delegated authority) to administer all or certain aspects of this
      Plan. Any such committee shall be comprised solely of one or more directors
      or
      such number of directors as may be required under applicable law. A committee
      may delegate some or all of its authority to another committee so constituted.
      Unless otherwise provided in the Memorandum and Articles of Association of
      the
      Corporation, as amended, or the applicable charter of any Administrator:
      (a) a majority of the members of the acting Administrator shall constitute
      a quorum, and (b) the vote of a majority of the members present assuming
      the presence of a quorum or the unanimous written consent of the members of
      the
      Administrator shall constitute action by the acting Administrator. With respect
      to awards intended to satisfy the requirements for performance-based
      compensation under Section 162(m) of the United States Internal Revenue
      Code of 1986, as amended (the “ **Code** ”),
      this
      Plan shall be administered by a committee consisting solely of two or more
      outside directors (as this requirement is applied under Section 162(m) of
      the Code); provided, however, that the failure to satisfy such requirement
      shall
      not affect the validity of the action of any committee otherwise duly authorized
      and acting in the matter. To the extent required by any applicable listing
      agency, this Plan shall be administered by a committee composed entirely of
      independent directors (within the meaning of the applicable listing
      agency).








**3.2**  ***Powers
      of the Administrator*** .
      Subject
      to the express provisions of this Plan, the Administrator is authorized and
      empowered to do all things necessary or desirable in connection with the
      authorization of awards and the administration of this Plan (in the case of
      a
      committee, within the authority delegated to that committee or person(s)),
      including, without limitation, the authority to:




**3.2.1**  determine
      eligibility and, from among those persons determined to be eligible, the
      particular Eligible Persons who will receive an award under this Plan;




**3.2.2**  grant
      awards to Eligible Persons, determine the price at which securities will be
      offered or awarded and the number of securities to be offered or awarded to
      any
      of such persons, determine the other specific terms and conditions of such
      awards consistent with the express limits of this Plan, establish the
      installments (if any) in which such awards shall become exercisable or shall
      vest (which may include, without limitation, performance and/or time-based
      schedules), or determine that no delayed exercisability or vesting is required,
      establish any applicable performance targets, and establish the events of
      termination or reversion of such awards;





**3.2.3**  approve
      the forms of award agreements (which need not be identical either as to type
      of
      award or among participants);




**3.2.4**  construe
      and interpret this Plan and any agreements defining the rights and obligations
      of the Corporation and participants under this Plan, further define the terms
      used in this Plan, and prescribe, amend and rescind rules and regulations
      relating to the administration of this Plan or the awards granted under this
      Plan;




**3.2.5**  cancel,
      modify, or waive the Corporation’s rights with respect to, or modify,
      discontinue, suspend, or terminate any or all outstanding awards, subject to
      any
      required consent under Section 8.6.5;




**3.2.6**  accelerate
      or extend the vesting or exercisability or extend the term of any or all such
      outstanding awards (in the case of options or stock appreciation rights, within
      the maximum ten-year term of such awards) in such circumstances as the
      Administrator may deem appropriate (including, without limitation, in connection
      with a termination of employment or services or other events of a personal
      nature) subject to any required consent under Section 8.6.5;




**3.2.7**  adjust
      the number of shares subject to any award, adjust the price of any or all
      outstanding awards or otherwise change previously imposed terms and conditions,
      in such circumstances as the Administrator may deem appropriate, in each case
      subject to Sections 4 and 8.6, and provided that in no case (except due to
      an
      adjustment contemplated by Section 7 or any repricing that may be approved
      by shareholders) shall such an adjustment constitute a repricing (by amendment,
      cancellation and regrant, exchange or other means) of the per share exercise
      or
      base price of any option or stock appreciation right to a price that is less
      than the fair market value of a share (as adjusted pursuant to Section 7)
      on the date of the grant of the initial award;




**3.2.8**  determine
      the date of grant of an award, which may be a designated date after but not
      before the date of the Administrator’s action (unless otherwise designated by
      the Administrator, the date of grant of an award shall be the date upon which
      the Administrator took the action granting an award);




**3.2.9**  determine
      whether, and the extent to which, adjustments are required pursuant to
      Section 7 hereof and authorize the termination, conversion, substitution or
      succession of awards upon the occurrence of an event of the type described
      in
      Section 7;




**3.2.10**  acquire
      or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock
      of
      equivalent value, or other consideration; and




**3.2.11**  determine
      the fair market value of the shares or awards under this Plan from time to
      time
      and/or the manner in which such value will be determined.







**3.3**  ***Binding
      Determinations*** .
      Any
      action taken by, or inaction of, the Corporation, any Subsidiary, or the
      Administrator relating or pursuant to this Plan and within its authority
      hereunder or under applicable law shall be within the absolute discretion of
      that entity or body and shall be conclusive and binding upon all persons.
      Neither the Board nor any Board committee, nor any member thereof or person
      acting at the direction thereof, shall be liable for any act, omission,
      interpretation, construction or determination made in good faith in connection
      with this Plan (or any award made under this Plan), and all such persons shall
      be entitled to indemnification and reimbursement by the Corporation in respect
      of any claim, loss, damage or expense (including, without limitation, attorneys’
fees) arising or resulting therefrom to the fullest extent permitted by law
      and/or under any directors and officers liability insurance coverage that may
      be
      in effect from time to time.




**3.4**  ***Reliance
      on Experts*** .
      In
      making any determination or in taking or not taking any action under this Plan,
      the Board or a committee, as the case may be, may obtain and may rely upon
      the
      advice of experts, including employees and professional advisors to the
      Corporation. No director, officer or agent of any member of the Group shall
      be
      liable for any such action or determination taken or made or omitted in good
      faith.




**3.5**  ***Delegation*** .
      The
      Administrator may delegate ministerial, non-discretionary functions to
      individuals who are officers or employees of any member of the Group or to
      third
      parties.




**4.**
            **COMMON
                SHARES SUBJECT TO THE PLAN; SHARE LIMITS**





**4.1**  ***Shares
      Available*** .
      Subject
      to the provisions of Section 7.1, the capital stock that may be delivered
      under this Plan shall be shares of the Corporation’s authorized but unissued
      common shares (“ **Common
      Shares** ”).
      For
      purposes of this Plan, “ **Plan
      Shares** ”
shall
      mean the Common Shares of the Corporation and such other securities or property
      as may become the subject of awards under this Plan, or may become subject
      to
      such awards, pursuant to an adjustment made under Section 7.1.





**4.2**  ***Share
      Limits*** .
      The
      maximum aggregate number of Common Shares that may be delivered pursuant to
      awards granted to Eligible Persons under this Plan (the “ **Share
      Limit** ”)
      is
      1,000,000 Common Shares. The following limits also apply with respect to awards
      granted under this Plan:





**4.2.1**  the
      maximum number of Common Shares subject to awards that are granted during any
      single calendar year under this Plan (the “ **Annual
      Award Cap** ”)
      is
      such number as equals 10% of the Corporation’s issued and outstanding Common
      Shares as of the first business day of such calendar year;





**4.2.2**  the
      maximum number of Common Shares subject to those options and stock appreciation
      rights that are granted during any calendar year to any individual under this
      Plan is 250,000 Common Shares; and





**4.2.3**  to
      the
      extent that awards are made under this Plan in forms other than awards of stock
      options, the Annual Award Cap shall be reduced so that the total accounting
      charge (under U.S. generally accepted accounting principles) to the Corporation
      in any single year in which such awards are made shall not be greater than
      it
      would have been if all awards made in that year had been made in the form of
      stock options.





Each
      of
      the foregoing numerical limits is subject to adjustment as contemplated by
      Section 4.3, Section 7.1, and Section 8.10.




**4.3**  ***Awards
      Settled in Cash, Reissue of Awards and Shares*** .
      To the
      extent that an award granted under the Plan is settled in cash or a form other
      than Plan Shares, the Plan Shares that would have been delivered had there
      been
      no such cash or other settlement shall not be counted against the Common Shares
      available for issuance under this Plan. In the event that Plan Shares are
      delivered in respect of a dividend equivalent, stock appreciation right, or
      other award, only the actual number of Plan Shares delivered with respect to
      the
      award shall be counted against the share limits of this Plan. Plan Shares that
      are subject to or underlie awards which expire or for any reason are cancelled
      or terminated, are forfeited, fail to vest, or for any other reason are not
      paid
      or delivered under this Plan shall again be available for subsequent awards
      under this Plan. Plan Shares that are exchanged by a participant or withheld
      by
      the Corporation as full or partial payment in connection with any award under
      this Plan, as well as any Plan Shares exchanged by a participant or withheld
      by
      the Group to satisfy the tax withholding obligations related to any award under
      this Plan, shall be available for subsequent awards under this Plan. Refer
      to
      Section 8.10 for application of the foregoing share limits with respect to
      assumed awards. The foregoing adjustments to the share limits of this Plan
      are
      subject to any applicable limitations under Section 162(m) of the Code with
      respect to awards intended as performance-based compensation thereunder.







**4.4**  ***Reservation
      of Shares; Minimum Issue*** .
      The
      Corporation shall at all times reserve a number of Common Shares sufficient
      to
      cover the Corporation’s obligations and contingent obligations to deliver Plan
      Shares with respect to awards then outstanding under this Plan (exclusive of
      any
      dividend equivalent obligations to the extent the Corporation has the right
      to
      settle such rights in cash). No fractional shares shall be delivered under
      this
      Plan, but instead cash may be paid for a fraction or, if the Administrator
      should so determine, the number of Shares will be rounded downward to the next
      whole Common Share. No fewer than 1000 Common Shares may be purchased on
      exercise of any award (or, in the case of stock appreciation or purchase rights,
      no fewer than 1000 rights may be exercised at any one time) unless the total
      number purchased or exercised is the total number at the time available for
      purchase or exercise under the award.




**5.**
            **AWARDS**




**5.1**  ***Type
      and Form of Awards*** .
      The
      Administrator shall determine the type or types of award(s) to be made to each
      selected Eligible Person. Awards may be granted singly, in combination or in
      tandem. Awards also may be made in combination or in tandem with, in replacement
      of, as alternatives to, or as the payment form for grants or rights under any
      other employee or compensation plan of the Group. The types of awards that
      may
      be granted under this Plan are:





**5.1.1**  ***Stock
      Options*** .
      A stock
      option is the grant of a right to purchase a specified number of Plan Shares
      during a specified period as determined by the Administrator. An option may
      be
      intended as an incentive stock option within the meaning of Section 422 of
      the Code (an “ **ISO** ”)
      or a
      nonqualified stock option (an option not intended to be an ISO). The award
      agreement for an option will indicate if the option is intended as an ISO,
      otherwise it will be deemed to be a nonqualified stock option. The maximum
      term
      of each option (ISO or nonqualified) shall be five (5) years. The per share
      exercise price for each option shall be not less than 100% of the fair market
      value of a Plan Share on the date of grant of the option, except as follows:
      (a) in the case of a stock option granted retroactively in tandem with or
      as a substitution for another award, the per share exercise price may be no
      lower than the fair market value of a Plan Share on the date such other award
      was granted (to the extent consistent with Sections 422 and 424 of the Code
      in
      the case of options intended as incentive stock options); and (b) in any
      other circumstances, a nonqualified stock option may be granted with a per
      share
      exercise price that is less than the fair market value of a Plan Share on the
      date of grant. When an option is exercised, the exercise price for the Plan
      Shares to be purchased shall be paid in full in cash or such other method
      permitted by the Administrator consistent with Section 5.5.





**5.1.2**  ***Additional
      Rules Applicable to ISOs*** .
      To the
      extent that the aggregate fair market value (determined at the time of grant
      of
      the applicable option) of the Common Shares with respect to which ISOs first
      become exercisable by a participant in any calendar year exceeds US$100,000,
      taking into account both Plan Shares subject to ISOs under this Plan and Common
      Shares subject to ISOs under all other plans of the Group (or any parent or
      predecessor corporation to the extent required by and within the meaning of
      Section 422 of the Code and the regulations promulgated thereunder), such
      options shall be treated as nonqualified stock options. In reducing the number
      of options treated as ISOs to meet the US$100,000 limit, the most recently
      granted options shall be reduced first. To the extent a reduction of
      simultaneously granted options is necessary to meet the US$100,000 limit, the
      Administrator may, in the manner and to the extent permitted by law, designate
      which Plan Shares are to be treated as shares acquired pursuant to the exercise
      of an ISO. ISOs may only be granted to employees of the Corporation or one
      of
      its subsidiaries (for this purpose, the term “subsidiary” is used as defined in
      Section 424(f) of the Code, which generally requires an unbroken chain of
      ownership of at least 50% of the total combined voting power of all classes
      of
      stock of each subsidiary in the chain beginning with the Corporation and ending
      with the subsidiary in question). There shall be imposed in any award agreement
      relating to ISOs such other terms and conditions as from time to time are
      required in order that the option be an “incentive stock option” as that term is
      defined in Section 422 of the Code.





**5.1.3**  ***Stock
      Appreciation Rights*** .
      A stock
      appreciation right is a right to receive a payment, in cash and/or Plan Shares,
      equal to the excess of the fair market value of a specified number of Plan
      Shares on the date the stock appreciation right is exercised over the fair
      market value of a Plan Share on the date the stock appreciation right was
      granted (the “ **base
      price** ”)
      as set
      forth in the applicable award agreement, except in the case of a stock
      appreciation right granted retroactively in tandem with or as a substitution
      for
      another award, the base price may be no lower than the fair market value of
      a
      Plan Share on the date such other award was granted. The maximum term of a
      stock
      appreciation right shall be ten (10) years. The Administrator may grant
      limited stock appreciation rights which are exercisable only upon a change
      in
      control or other specified event and may be payable based on the spread between
      the base price of the stock appreciation right and the fair market value of
      a
      Plan Share during a specified period or at a specified time within a specified
      period before, after or including the date of such event.







**5.1.4**  ***Other
      Awards*** .
      The
      other types of awards that may be granted under this Plan include:
      (a) stock bonuses, restricted stock, performance stock, stock units,
      phantom stock, dividend equivalents, or similar rights to purchase or acquire
      shares, whether at a fixed or variable price or ratio related to the Plan
      Shares, upon the passage of time, the occurrence of one or more events, or
      the
      satisfaction of performance criteria or other conditions, or any combination
      thereof; (b) any similar securities with a value derived from the value of
      or related to the Plan Shares and/or returns thereon; or (c) cash awards
      granted consistent with Section 5.2 below.




**5.2**  ***Section 162(m)
      Performance-Based Awards*** **.** Without
      limiting the generality of the foregoing, any of the types of awards listed
      in
      Section 5.1.4 above may be, and options and stock appreciation rights
      granted with an exercise or base price not less than the fair market value
      of a
      Plan Share at the date of grant (“ **Qualifying
      Options** ”
and
      “ **Qualifying
      Stock Appreciation Rights** ,”
      respectively) typically will be, granted as awards intended to satisfy the
      requirements for “performance-based compensation” within the meaning of
      Section 162(m) of the Code (“ **Performance-Based
      Awards** *”* ).
      The
      grant, vesting, exercisability or payment of Performance-Based Awards may depend
      (or, in the case of Qualifying Options or Qualifying Stock Appreciation Rights,
      may also depend) on the degree of achievement of one or more performance goals
      relative to a pre-established targeted level or level using one or more of
      the
      Business Criteria set forth below (on an absolute or relative basis) for the
      Corporation on a consolidated basis or for one or more of the Corporation’s
      subsidiaries, segments, divisions or business units, or any combination of
      the
      foregoing. Any Qualifying Option or Qualifying Stock Appreciation Right shall
      be
      subject only to the requirements of Section 5.2.1 and 5.2.3 in order for
      such award to satisfy the requirements for “performance-based compensation”
under Section 162(m) of the Code. Any other Performance-Based Award shall
      be subject to all of the following provisions of this Section 5.2.





**5.2.1**  ***Class;
      Administrator*** **.** The
      eligible class of persons for Performance-Based Awards under this
      Section 5.2 shall be officers and employees of any member of the Group. The
      Administrator approving Performance-Based Awards or making any certification
      required pursuant to Section 5.2.4 must be constituted as provided in
      Section 3.1 for awards that are intended as performance-based compensation
      under Section 162(m) of the Code.





**5.2.2**  ***Performance
      Goals*** **.** The
      specific performance goals for Performance-Based Awards (other than Qualifying
      Options and Qualifying Stock Appreciation Rights) shall be, on an absolute
      or
      relative basis, established based on one or more of the following business
      criteria, or any other additional business criteria as deemed appropriate by
      the
      Administrator, (“ **Business
      Criteria** ”)
      as
      selected by the Administrator in its sole discretion: earnings per share, cash
      flow (which means cash and cash equivalents derived from either net cash flow
      from operations or net cash flow from operations, financing and investing
      activities), total shareholder return, gross revenue, revenue growth, operating
      income (before or after taxes), net earnings (before or after interest, taxes,
      depreciation and/or amortization), return on equity or on assets or on net
      investment, cost containment or reduction, or any combination thereof. These
      terms are used as applied under generally accepted accounting principles or
      in
      the Group’s financial reporting. To qualify awards as performance-based under
      Section 162(m) of the Code, the applicable Business Criteria and specific
      performance goal or goals (“ **targets** ”)
      must
      be established and approved by the Administrator during the first 90 days of
      the
      performance period (and, in the case of performance periods of less than one
      year, no later than the date on which the first 25% of the total performance
      period shall have elapsed) and while performance relating to such target(s)
      remains substantially uncertain within the meaning of Section 162(m) of the
      Code. Performance targets shall be adjusted to mitigate the unbudgeted impact
      of
      material, unusual or nonrecurring gains and losses, accounting changes or other
      extraordinary events not foreseen at the time the targets were set unless the
      Administrator provides otherwise at the time of establishing the targets. The
      applicable performance measurement period may not be less than three months
      nor
      more than 10 years.







**5.2.3**  ***Form
      of Payment; Maximum Performance-Based Award*** **.** Grants
      or
      awards under this Section 5.2 may be paid in cash or Plan Shares or any
      combination thereof. The maximum number of Common Shares which may be delivered
      pursuant to Performance-Based Awards (other than Qualifying Options and
      Qualifying Stock Appreciation Rights, and other than cash awards covered by
      the
      following sentence) that are granted to any one participant in any one calendar
      year shall not exceed 500,000 shares, either individually or in the aggregate,
      subject to adjustment as provided in Section 7.1. In addition, the aggregate
      amount of compensation to be paid to any one participant in respect of all
      Performance-Based Awards payable only in cash and not related to Common Shares
      and granted to that participant in any one calendar year shall not exceed
      US$500,000. Awards that are cancelled during the year shall be counted against
      these limits to the extent permitted by Section 162(m) of the Code.





**5.2.4**  ***Certification
      of Payment*** **.** Before
      any Performance-Based Award under this Section 5.2 (other than Qualifying
      Options and Qualifying Stock Appreciation Rights) is paid and to the extent
      required to qualify the award as performance-based compensation within the
      meaning of Section 162(m) of the Code, the Administrator must certify in
      writing that the performance target(s) and any other material terms of the
      Performance-Based Award were in fact timely satisfied.





**5.2.5**  ***Reservation
      of Discretion*** **.** The
      Administrator will have the discretion to determine the restrictions or other
      limitations of the individual awards granted under this Section 5.2
      including the authority to reduce awards, payouts or vesting or to pay no
      awards, in its sole discretion, if the Administrator preserves such authority
      at
      the time of grant by language to this effect in its authorizing resolutions
      or
      otherwise.




**5.2.6**  ***Expiration
      of Grant Authority*** **.** As
      required pursuant to Section 162(m) of the Code and the regulations
      promulgated thereunder, the Administrator’s authority to grant new awards that
      are intended to qualify as performance-based compensation within the meaning
      of
      Section 162(m) of the Code (other than Qualifying Options and Qualifying
      Stock Appreciation Rights) shall terminate upon the first meeting of the
      Corporation’s shareholders that occurs in the fifth year following the year in
      which the Corporation’s shareholders first approve this Plan.




**5.3**  ***Award
      Agreements*** .
      Each
      award shall be evidenced by a written award agreement in the form approved
      by
      the Administrator and executed on behalf of the Corporation and, if required
      by
      the Administrator, executed by the recipient of the award. The Administrator
      may
      authorize any officer of the Corporation (other than the particular award
      recipient) to execute any or all award agreements on behalf of the Corporation.
      The award agreement shall set forth the material terms and conditions of the
      award as established by the Administrator consistent with the express
      limitations of this Plan.




**5.4**  ***Deferrals
      and Settlements*** .
      Payment
      of awards may be in the form of cash, Plan Shares, other awards or combinations
      thereof as the Administrator shall determine, and with such restrictions as
      it
      may impose. The Administrator may also require or permit participants to elect
      to defer the issuance of shares or the settlement of awards in cash under such
      rules and procedures as it may establish under this Plan. The Administrator
      may
      also provide that deferred settlements include the payment or crediting of
      interest or other earnings on the deferral amounts, or the payment or crediting
      of dividend equivalents where the deferred amounts are denominated in shares.





**5.5**  ***Consideration
      for Plan Shares or Awards*** .
      The
      purchase price for any award granted under this Plan or the Plan Shares to
      be
      delivered pursuant to an award, as applicable, may be paid by means of any
      lawful consideration as determined by the Administrator, including, without
      limitation, one or a combination of the following methods:




•
            
            services
              rendered by the recipient of such award;  •
            
            cash,
              check payable to the order of the Corporation, or electronic funds
              transfer;  •
            
            notice
                and third party payment in such manner as may be authorized by the
                Administrator;  •
            
            the
              delivery of previously owned Plan Shares;









•
            
            by
                a reduction in the number of Plan Shares otherwise deliverable pursuant
                to
                the award; or




•
            
            subject
                to such procedures as the Administrator may adopt, pursuant to a
“cashless
                exercise” with a third party who provides financing for the purposes of
                (or who otherwise facilitates) the purchase or exercise of awards.





In
      no
      event shall any shares newly-issued by the Corporation be issued for less than
      the minimum lawful consideration for such shares or for consideration other
      than
      consideration permitted by applicable law. In the event that the Administrator
      allows a participant to exercise an award by delivering Plan Shares previously
      owned by such participant and unless otherwise expressly provided by the
      Administrator, any shares delivered which were initially acquired by the
      participant from the Corporation (upon exercise of a stock option or otherwise)
      must have been owned by the participant at least six months as of the date
      of
      delivery. Plan Shares used to satisfy the exercise price of an option shall
      be
      valued at their fair market value on the date of exercise. The Corporation
      will
      not be obligated to deliver any Plan Shares unless and until it receives full
      payment of the exercise or purchase price therefor and any related withholding
      obligations under Section 8.5 and any other conditions to exercise or
      purchase have been satisfied. Unless otherwise expressly provided in the
      applicable award agreement, the Administrator may at any time eliminate or
      limit
      a participant’s ability to pay the purchase or exercise price of any award or
      shares by any method other than cash payment to the Corporation.





**5.6**  ***Definition
      of Fair Market Value*** .
      For
      purposes of this Plan, “fair market value” of one Plan Share on any date shall
      be (i) the closing sale price per Plan Share during normal trading hours on
      the U.S. national securities exchange on which the Plan Shares are principally
      traded for such date or the last preceding date on which there was a sale of
      such Plan Shares on such exchange, or (ii) if the Plan Shares are then
      traded in an over-the-counter market in the United States, the average of the
      closing bid and asked prices for the Plan Shares, during normal trading hours
      in
      such over-the-counter market for such date or the last preceding date on which
      there was a sale of such Plan Shares in such market, or (iii) if the Plan
      Shares are not then listed on a U.S. national securities exchange or traded
      in
      an over-the-counter market in the United States, such value as the
      Administrator, in its sole discretion, shall determine. The Administrator also
      may adopt a different methodology for determining fair market value with respect
      to one or more awards if a different methodology is necessary or advisable
      to
      secure any intended favorable tax, legal or other treatment for the particular
      award(s) (for example, and without limitation, the Administrator may provide
      that fair market value for purposes of one or more awards will be based on
      an
      average of closing prices (or the average of high and low daily trading prices)
      for a specified period preceding the relevant date). Notwithstanding the
      foregoing, the fair market value of Plan Shares for purposes of grants of ISOs
      shall be determined in compliance with applicable provisions of the Code.




**5.7**  ***Transfer
      Restrictions.***





**5.7.1**  ***Limitations
      on Exercise and Transfer*** .
      Unless
      otherwise expressly provided in (or pursuant to) this Section 5.7, by
      applicable law and by the award agreement, as the same may be amended,
      (a) all awards are non-transferable and shall not be subject in any manner
      to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance
      or
      charge; (b) awards shall be exercised only by the participant; and
      (c) amounts payable or shares issuable pursuant to any award shall be
      delivered only to (or for the account of) the participant.





**5.7.2**  ***Exceptions*** .
      The
      Administrator may permit awards to be exercised by and paid to certain persons
      or entities related to the participant, including but not limited to members
      of
      the participant’s immediate family, trusts or other entities controlled by or
      whose beneficiaries or beneficial owners are the participant and/or members
      of
      the participant’s immediate family, pursuant to such conditions and procedures,
      including limitations on subsequent transfers, as the Administrator may
      establish. Consistent with Section 8.1, any permitted transfer shall be
      subject to the condition that the Administrator receive evidence satisfactory
      to
      it that the transfer: (a) is being made for essentially donative, estate
      and/or tax planning purposes on a gratuitous or donative basis and without
      consideration (other than nominal consideration or in exchange for an interest
      in a qualified transferee); and (b) will not compromise the Corporation’s
      ability to rely on Rule 701, or register Plan Shares issuable under this Plan
      on
      Form S-8, under the Securities Act. Notwithstanding the foregoing or anything
      in
      Section 5.7.3, ISOs and restricted stock awards shall be subject to any and
      all additional transfer restrictions under the Code to the extent necessary
      to
      maintain the intended tax consequences of such awards.







**5.7.3**  ***Further
      Exceptions to Limits on Transfer*** .
      The
      exercise and transfer restrictions in Section 5.7.1 shall not apply to:




(a)  transfers
      to the Corporation;




(b)  the
      designation of a beneficiary to receive benefits in the event of the
      participant’s death or, if the participant has died, transfers to or exercise by
      the participant’s beneficiary, or, in the absence of a validly designated
      beneficiary, transfers by will or the laws of descent and
      distribution;




(c)  subject
      to any applicable limitations on ISOs, transfers to a family member (or former
      family member) pursuant to a domestic relations order if approved or ratified
      by
      the Administrator;




(d)  if
      the
      participant has suffered a disability, permitted transfers or exercises on
      behalf of the participant by his or her legal representative; or




(e)  the
      authorization by the Administrator of “cashless exercise” procedures with third
      parties who provide financing for the purpose of (or who otherwise facilitate)
      the exercise of awards consistent with applicable laws and the express
      authorization of the Administrator.




**6.**
            **EFFECT
                OF TERMINATION OF SERVICE ON AWARDS**




**6.1**  ***General*** .
      The
      Administrator shall establish the effect of a termination of employment or
      service on the rights and benefits under each award under this Plan and in
      so
      doing may make distinctions based upon, inter alia, the cause of termination
      and
      type of award. Notwithstanding the foregoing, unless the Board expressly
      otherwise provides, if the participant is not an employee of any member of
      the
      Group and provides other services to the Group, the Administrator shall be
      the
      sole judge for purposes of this Plan (unless a contract or the award otherwise
      provides) of whether the participant continues to render services to the Group
      and the date, if any, upon which such services shall be deemed to have
      terminated. Unless the Board otherwise expressly provides: (1) to the
      extent an outstanding option granted under this Plan has not become vested
      and
      exercisable on the date the participant’s employment by or service to the Group
      terminates, the option to the extent unvested and unexercisable shall terminate;
      and (2) any shares subject to a restricted stock award that remain subject
      to restrictions at the time the participant’s employment by or service to the
      Group terminates shall not vest and the Corporation shall have the right to
      reacquire any such unvested shares subject to such award in such manner and
      on
      such terms as the Administrator provides, which terms shall include return
      or
      repayment of the lower of the Fair Market Value or the original purchase price
      of the restricted shares, without interest, to the participant to the extent
      not
      prohibited by law.




**6.2**  ***Events
      Not Deemed Terminations of Service*** .
      Unless
      the Administrator otherwise provides, the employment relationship shall not
      be
      considered terminated in the case of (a) sick leave, (b) military
      leave, or (c) any other leave of absence authorized by the Group or the
      Administrator; provided that unless reemployment upon the expiration of such
      leave is guaranteed by contract or law, such leave is for a period of not more
      than 90 days. In the case of any employee of any member of the Group on an
      approved leave of absence, continued vesting of the award while on leave from
      the employ of such member of the Group may be suspended until the employee
      returns to service, unless the Administrator otherwise provides or applicable
      law otherwise requires. In no event shall an award be exercised after the
      expiration of the term set forth in the award agreement.




**6.3**  ***Effect
      of Change of Subsidiary Status*** .
      For
      purposes of this Plan and any award, if an entity ceases to be a Subsidiary
      of
      the Corporation, a termination of employment or service shall be deemed to
      have
      occurred with respect to each Eligible Person in respect of such Subsidiary
      who
      does not continue as an Eligible Person in respect of another member of the
      Group after giving effect to the Subsidiary’s change in status.




**7.**
            **ADJUSTMENTS;
                ACCELERATION**





**7.1**  ***Adjustments*** .
      Upon or
      in contemplation of: any reclassification, recapitalization, stock split
      (including a stock split in the form of a stock dividend) (“ **forward
      stock split** ”)
      or
      reverse stock split (“ **reverse
      stock split** ”);
      any
      merger, combination, consolidation, or other reorganization; any spin-off,
      split-up, or similar extraordinary dividend distribution in respect of the
      Plan
      Shares (whether in the form of securities or property); any exchange of Plan
      Shares or other securities of the Corporation, or any similar, unusual or
      extraordinary corporate transaction in respect of the Plan Shares; or a sale
      of
      all or substantially all the business or assets of the Corporation as an
      entirety; then the Administrator shall, in the following manner, to such extent
      (if any) and at such time as it deems appropriate and equitable in the
      circumstances:







**7.1.1**  proportionately
      adjust any or all of (1) the number and type of Plan Shares (or other
      securities) that thereafter may be made the subject of awards (including the
      specific share limits, maximums and numbers of shares set forth elsewhere in
      this Plan), (2) the number, amount and type of Plan Shares (or other
      securities or property) subject to any or all outstanding awards, (3) the
      grant, purchase, or exercise price (which term includes the base price of any
      stock appreciation right or similar right) of any or all outstanding awards,
      (4) the securities, cash or other property deliverable upon exercise or
      payment of any outstanding awards, or (5) (subject to Sections 7.7 and
      8.8.3(a)) the performance standards applicable to any outstanding awards, or




**7.1.2**  make
      provision for a cash payment or for the assumption, substitution or exchange
      of
      any or all outstanding share-based awards or the cash, securities or property
      deliverable to the holder of any or all outstanding share-based awards, based
      upon the distribution or consideration payable to holders of the Plan Shares
      upon or in respect of such event.





The
      Administrator may adopt such valuation methodologies for outstanding awards
      as
      it deems reasonable in the event of a cash or property settlement and, in the
      case of options, stock appreciation rights or similar rights, but without
      limitation on other methodologies, may base such settlement solely upon the
      excess if any of the per share amount payable upon or in respect of such event
      over the exercise or base price of the award. With respect to any award of
      an
      ISO, the Administrator may make such an adjustment that causes the option to
      cease to qualify as an ISO without the consent of the affected participant.





In
      any of
      such events, the Administrator may take such action prior to such event to
      the
      extent that the Administrator deems the action necessary to permit the
      participant to realize the benefits intended to be conveyed with respect to
      the
      underlying shares in the same manner as is or will be available to shareholders
      generally. In the case of any forward stock split or reverse stock split, if
      no
      action is taken by the Administrator, the proportionate adjustments contemplated
      by clause 7.1.1 above shall nevertheless be made.




**7.2**  ***Automatic
      Acceleration of Awards*** .
      Upon a
      dissolution of the Corporation or other event described in Section 7.1 that
      the Corporation does not survive (or does not survive as a public company in
      respect of its Common Shares), then each then outstanding option and stock
      appreciation right shall become fully vested, all shares of restricted stock
      then outstanding shall fully vest free of restrictions, and each other award
      granted under this Plan that is then outstanding shall become payable to the
      holder of such award; provided, however, that this acceleration provision shall
      not apply, unless otherwise expressly provided by the Administrator, with
      respect to any award to the extent that the Administrator has made a provision
      for the substitution, assumption, exchange or other continuation or settlement
      of the award, or the award would otherwise continue in accordance with its
      terms, in the circumstances.




**7.3**  ***Possible
      Acceleration of Awards*** .
      Without
      limiting Section 7.2, in the event of a Change in Control Event (as defined
      below), the Administrator may, in its discretion, provide that any outstanding
      option or stock appreciation right shall become fully vested, that any share
      of
      restricted stock then outstanding shall fully vest free of restrictions, and
      that any other award granted under this Plan that is then outstanding shall
      be
      payable to the holder of such award. The Administrator may take such action
      with
      respect to all awards then outstanding or only with respect to certain specific
      awards identified by the Administrator in the circumstances. For purposes of
      this Plan, “ **Change
      in Control Event** ”
means
      any of the following:




**7.3.1**  The
      acquisition by any individual, entity or group (within the meaning of
      Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “ **Person** ”))
      of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
      Exchange Act) of 50% or more of either (1) the then-outstanding Common
      Shares of the Corporation (the “ **Outstanding
      Common Shares** ”)
      or
      (2) the combined voting power of the then-outstanding voting securities of
      the Corporation entitled to vote generally in the election of directors (the
      “ **Outstanding
      Voting Securities** ”);
      provided, however, that, for purposes of this definition, the following
      acquisitions shall not constitute a Change in Control Event: (A) any
      acquisition directly from the Corporation; (B) any acquisition by the
      Corporation; (C) any acquisition by any employee benefit plan (or related
      trust) sponsored or maintained by the Corporation or any affiliate of the
      Corporation or a successor; or (D) any acquisition by any entity pursuant
      to a transaction that complies with Sections 7.2.3(A), (B) and
      (C) below;







**7.3.2**  Individuals
      who, as of the Effective Date, constitute the Board (the “ **Incumbent
      Board** ”)
      cease
      for any reason to constitute at least a majority of the Board; provided,
      however, that any individual becoming a director subsequent to the Effective
      Date whose election, or nomination for election by the Corporation’s
      shareholders, was approved by a vote of at least two-thirds of the directors
      then comprising the Incumbent Board (including for these purposes, the new
      members whose election or nomination was so approved, without counting the
      member and his predecessor twice) shall be considered as though such individual
      were a member of the Incumbent Board, but excluding, for this purpose, any
      such
      individual whose initial assumption of office occurs as a result of an actual
      or
      threatened election contest with respect to the election or removal of directors
      or other actual or threatened solicitation of proxies or consents by or on
      behalf of a Person other than the Board;




**7.3.3**  Consummation
      of a reorganization, merger, statutory share exchange or consolidation or
      similar corporate transaction involving the Corporation or any of its
      Subsidiaries, a sale or other disposition of all or substantially all of the
      assets of the Corporation, or the acquisition of assets or stock of another
      entity by the Corporation or any of its Subsidiaries (each, a “ **Business
      Combination** ”),
      in
      each case unless, following such Business Combination, (A) all or
      substantially all of the individuals and entities that were the beneficial
      owners of the Outstanding Common Shares and the Outstanding Voting Securities
      immediately prior to such Business Combination beneficially own, directly or
      indirectly, more than 50% of the then-outstanding common shares and the combined
      voting power of the then-outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the entity
      resulting from such Business Combination (including, without limitation, an
      entity that, as a result of such transaction, owns the Corporation or all or
      substantially all of the Corporation’s assets directly or through one or more
      subsidiaries (a “ **Parent** ”))
      in
      substantially the same proportions as their ownership immediately prior to
      such
      Business Combination of the Outstanding Common Shares and the Outstanding Voting
      Securities, as the case may be; (B) no Person (excluding any entity
      resulting from such Business Combination or a Parent or any employee benefit
      plan (or related trust) of the Corporation or such entity resulting from such
      Business Combination or Parent) beneficially owns, directly or indirectly,
      20%
      or more of, respectively, the then-outstanding common shares of the entity
      resulting from such Business Combination or the combined voting power of the
      then-outstanding voting securities of such entity, except to the extent that
      the
      ownership in excess of 20% existed prior to the Business Combination; and
      (C) at least a majority of the members of the board of directors or
      trustees of the entity resulting from such Business Combination or a Parent
      were
      members of the Incumbent Board at the time of the execution of the initial
      agreement or of the action of the Board providing for such Business Combination;
      or




**7.3.4**  Approval
      by the shareholders of the Corporation of a complete liquidation or dissolution
      of the Corporation other than in the context of a transaction that does not
      constitute a Change in Control Event under clause 7.3.3 above.




**7.4**  ***Early
      Termination of Awards*** .
      Any
      award that has been accelerated as required or contemplated by Section 7.2
      or 7.3 (or would have been so accelerated but for Section 7.5, 7.6 or 7.7)
      shall terminate upon the related event referred to in Section 7.2 or 7.3,
      as applicable, subject to any provision that has been expressly made by the
      Administrator, through a plan of reorganization or otherwise, for the survival,
      substitution, assumption, exchange or other continuation or settlement of such
      award and provided that, in the case of options and stock appreciation rights
      that will not survive, be substituted for, assumed, exchanged, or otherwise
      continued or settled in the transaction, the holder of such award shall be
      given
      reasonable advance notice of the impending termination and a reasonable
      opportunity to exercise his or her outstanding options and stock appreciation
      rights in accordance with their terms before the termination of such awards
      (except that in no case shall more than ten calendar days’ notice of accelerated
      vesting and the impending termination be required and any acceleration may
      be
      made contingent upon the actual occurrence of the event).




**7.5**  ***Other
      Acceleration Rules*** .
      Any
      acceleration of awards pursuant to this Section 7 shall comply with
      applicable legal requirements and, if necessary to accomplish the purposes
      of
      the acceleration or if the circumstances require, may be deemed by the
      Administrator to occur a limited period of time not greater than 30 days before
      the event. Without limiting the generality of the foregoing, the Administrator
      may deem an acceleration to occur immediately prior to the applicable event
      and/or reinstate the original terms of an award if an event giving rise to
      an
      acceleration does not occur. The Administrator may override the provisions
      of
      Section 7.2, 7.3, 7.4 and/or 7.6 by express provision in the award
      agreement and may accord any Eligible Person a right to refuse any acceleration,
      whether pursuant to the award agreement or otherwise, in such circumstances
      as
      the Administrator may approve. The portion of any ISO accelerated in connection
      with a Change in Control Event or any other action permitted hereunder shall
      remain exercisable as an ISO only to the extent the applicable US$100,000
      limitation on ISOs is not exceeded. To the extent exceeded, the accelerated
      portion of the option shall be exercisable as a nonqualified stock option under
      the Code.







**7.6**  ***Possible
      Rescission of Acceleration*** .
      If the
      vesting of an award has been accelerated expressly in anticipation of an event
      or upon shareholder approval of an event and the Administrator later determines
      that the event will not occur, the Administrator may rescind the effect of
      the
      acceleration as to any then outstanding and unexercised or otherwise unvested
      awards.




**7.7**  ***Golden
      Parachute Limitation*** .
      Notwithstanding anything else contained in this Section 7 to the contrary
      and to the extent the Group is subject to U.S. federal income tax, in no event
      shall an award be accelerated under this Plan to an extent or in a manner which
      would not be fully deductible by the Group for federal income tax purposes
      because of Section 280G of the Code, nor shall any payment hereunder be
      accelerated to the extent any portion of such accelerated payment would not
      be
      deductible by the Group because of Section 280G of the Code. If a
      participant would be entitled to benefits or payments hereunder and under any
      other plan or program that would constitute “parachute payments” as defined in
      Section 280G of the Code, then the participant may, by written notice to
      the Corporation, designate the order in which such parachute payments will
      be
      reduced or modified so that the Group is not denied federal income tax
      deductions for any “parachute payments” because of Section 280G of the
      Code. Notwithstanding the foregoing, an employment or other agreement with
      the
      participant may expressly provide for benefits in excess of amounts determined
      by applying the foregoing Section 280G limitations.




**7.8**  ***Section 162(m)
      Limitations*** .
      To the
      extent limited by Section 162(m) of the Code in the case of an award
      intended as performance-based compensation thereunder and necessary to assure
      the deductibility of the compensation payable under the award, the Administrator
      shall have no discretion under this Plan: (a) to increase the amount of
      compensation or the number of shares that would otherwise be due upon the
      attainment of the applicable performance target or the exercise of the option
      or
      SAR; or (b) to waive the achievement of any applicable performance goal as
      a condition to receiving a benefit or right under the award.




**8.**
            **OTHER
                PROVISIONS**





**8.1**  ***Compliance
      with Laws*** .
      This
      Plan, the granting and vesting of awards under this Plan, the offer, issuance
      and delivery of Plan Shares, the acceptance of promissory notes and/or the
      payment of money under this Plan or under awards are subject to compliance
      with
      all applicable national, federal and state laws, rules and regulations
      (including but not limited to state and federal securities law and federal
      margin requirements) and to such approvals by any listing, regulatory or
      governmental authority as may, in the opinion of counsel for the Group, be
      necessary or advisable in connection therewith. The person acquiring any
      securities under this Plan will, if requested by the Corporation, provide such
      assurances and representations to the Corporation as the Administrator may
      deem
      necessary or desirable to assure compliance with all applicable legal and
      accounting requirements.




**8.2**  ***No
      Rights to Award*** .
      No
      person shall have any claim or rights to be granted an award (or additional
      awards, as the case may be) under this Plan, subject to any express contractual
      rights (set forth in a document other than this Plan) to the contrary.




**8.3**  ***No
      Employment/Service Contract*** .
      Nothing
      contained in this Plan (or in any other documents under this Plan or in any
      award) shall confer upon any Eligible Person or other participant any right
      to
      continue in the employ or other service of any member of the Group, constitute
      any contract or agreement of employment or other service or affect an employee’s
      status as an employee at will, nor shall interfere in any way with the right
      of
      such member of the Group to change a person’s compensation or other benefits, or
      to terminate his or her employment or other service, with or without cause.
      Nothing in this Section 8.3, however, is intended to adversely affect any
      express independent right of such person under a separate employment or service
      contract other than an award agreement.







**8.4**  ***Plan
      Not Funded*** .
      Awards
      payable under this Plan shall be payable in Plan Shares or from the general
      assets of the Corporation, and no special or separate reserve, fund or deposit
      shall be made to assure payment of such awards. No participant, beneficiary
      or
      other person shall have any right, title or interest in any fund or in any
      specific asset (including Plan Shares, except as expressly otherwise provided)
      of any member of the Group by reason of any award hereunder. Neither the
      provisions of this Plan (or of any related documents), nor the creation or
      adoption of this Plan, nor any action taken pursuant to the provisions of this
      Plan shall create, or be construed to create, a trust of any kind or a fiduciary
      relationship between any member of the Group and any participant, beneficiary
      or
      other person. To the extent that a participant, beneficiary or other person
      acquires a right to receive payment pursuant to any award hereunder, such right
      shall be no greater than the right of any unsecured general creditor of the
      Group.





**8.5**  ***Tax
      Withholding*** .
      Upon
      any exercise, vesting, or payment of any award or upon the disposition of Plan
      Shares acquired pursuant to the exercise of an ISO prior to satisfaction of
      the
      holding period requirements of Section 422 of the Code, the Group shall
      have the right at its option to:




(a)  require
      the participant (or the participant’s personal representative or beneficiary, as
      the case may be) to pay or provide for payment of at least the minimum amount
      of
      any taxes which the Group may be required to withhold with respect to such
      award
      event or payment; or




(b)  deduct
      from any amount otherwise payable in cash to the participant (or the
      participant’s personal representative or beneficiary, as the case may be) the
      minimum amount of any taxes which the Group may be required to withhold with
      respect to such cash payment.





In
      any
      case where a tax is required to be withheld in connection with the delivery
      of
      Plan Shares under this Plan, the Administrator may, in its sole discretion
      (subject to Section 8.1), grant (either at the time of the award or
      thereafter) to the participant the right to elect, pursuant to such rules and
      subject to such conditions as the Administrator may establish, to have the
      Corporation reduce the number of Plan Shares to be delivered by (or otherwise
      reacquire) the appropriate number of Plan Shares, valued in a consistent manner
      at their fair market value or at the sales price in accordance with authorized
      procedures for cashless exercises, necessary to satisfy the minimum applicable
      withholding obligation on exercise, vesting or payment. In no event shall the
      Plan Shares withheld exceed the minimum whole number of shares required for
      tax
      withholding under applicable law. The Corporation may, with the Administrator’s
      approval, accept one or more promissory notes from any Eligible Person in
      connection with taxes required to be withheld upon the exercise, vesting or
      payment of any award under this Plan; provided that any such note shall be
      subject to terms and conditions established by the Administrator and the
      requirements of applicable law.




**8.6**  ***Effective
      Date, Termination and Suspension, Amendments.***





**8.6.1**  ***Effective
      Date*** .
      This
      Plan is effective as of October __, 2007, the date of its approval by the Board
      (the “ **Effective
      Date** ”).
      This
      Plan shall be submitted for and subject to Company shareholder approval no
      later
      than twelve months after the Effective Date. Unless earlier terminated by the
      shareholders or the Board, this Plan shall terminate at the close of business
      on
      the day before the tenth (10 th )
      anniversary of the Effective Date. After the termination of this Plan either
      upon such stated expiration date or its earlier termination by the shareholders
      or the Board, no additional awards may be granted under this Plan, but
      previously granted awards (and the authority of the Administrator with respect
      thereto, including the authority to amend such awards) shall remain outstanding
      in accordance with their applicable terms and conditions and the terms and
      conditions of this Plan.





**8.6.2**  ***Board
      Authorization*** .
      The
      Board may, at any time, terminate or, from time to time, amend, modify or
      suspend this Plan, in whole or in part. No awards may be granted during any
      period that the Board suspends this Plan.




**8.6.3**  **** ***Shareholder
      Approval*** .
      To the
      extent then required by applicable law or any applicable listing agency or
      required under Sections 162, 422 or 424 of the Code to preserve the intended
      tax
      consequences of this Plan, or deemed necessary or advisable by the Board, any
      amendment to this Plan shall be subject to shareholder approval.







**8.6.4**  **** ***Amendments
      to Awards*** .
      Without
      limiting any other express authority of the Administrator under (but subject
      to)
      the express limits of this Plan, the Administrator, by agreement or resolution,
      may waive conditions of or limitations on awards to participants that the
      Administrator in the prior exercise of its discretion has imposed, without
      the
      consent of a participant, and (subject to the requirements of Sections 3.2
      and
      8.6.5) may make other changes to the terms and conditions of awards. Any
      amendment or other action that would constitute a repricing of an award is
      subject to the limitations set forth in Section 3.2(g).





**8.6.5**  ***Limitations
      on Amendments to Plan and Awards*** .
      No
      amendment, suspension or termination of this Plan or change of or affecting
      any
      outstanding award shall, without written consent of the participant, affect
      in
      any manner materially adverse to the participant any rights or benefits of
      the
      participant or obligations of the Group under any award granted under this
      Plan
      prior to the effective date of such change. Changes, settlements and other
      actions contemplated by Section 7 shall not be deemed to constitute changes
      or amendments for purposes of this Section 8.6.





**8.7**  ***Privileges
      of Share Ownership*** .
      Except
      as otherwise expressly authorized by the Administrator or this Plan, a
      participant shall not be entitled to any privilege of share ownership as to
      any
      Plan Shares not actually delivered to and held of record by the participant.
      No
      adjustment will be made for dividends or other rights as a shareholder for
      which
      a record date is prior to such date of delivery.




**8.8**  ***Governing
      Law; Severability; Construction.***





**8.8.1**  ***Choice
      of Law*** .
      This
      Plan, the awards, all documents evidencing awards and all other related
      documents shall be governed by, and construed in accordance with the laws of
      Canada without regard to conflicts of law principles thereof.





**8.8.2**  ***Severability*** .
      If a
      court of competent jurisdiction holds any provision invalid and unenforceable,
      the remaining provisions of this Plan shall continue in effect.




**8.8.3**  ***Plan
      Construction*** .
      Awards
      under Section 5.1.4 to persons described in Section 5.2 that are
      either granted or become vested, exercisable or payable based on attainment
      of
      one or more performance goals related to the Business Criteria, as well as
      Qualifying Options and Qualifying Stock Appreciation Rights granted to persons
      described in Section 5.2, that are approved by a committee composed solely
      of two or more outside directors (as this requirement is applied under
      Section 162(m) of the Code) shall be deemed to be intended as
      performance-based compensation within the meaning of Section 162(m) of the
      Code unless such committee provides otherwise at the time of grant of the award.
      It is the further intent of the Group that (to the extent the Group or awards
      under this Plan may be or become subject to limitations on deductibility under
      Section 162(m) of the Code) any such awards and any other Performance-Based
      Awards under Section 5.2 that are granted to or held by a person subject to
      Section 162(m) will qualify as performance-based compensation or otherwise
      be exempt from deductibility limitations under Section 162(m).





**8.9**  ***Captions*** .
      Captions and headings are given to the sections and subsections of this Plan
      solely as a convenience to facilitate reference. Such headings shall not be
      deemed in any way material or relevant to the construction or interpretation
      of
      this Plan or any provision thereof.





**8.10**  ***Stock-Based
      Awards in Substitution for Stock Options or Awards Granted by Other
      Corporation*** .
      Awards
      may be granted to Eligible Persons under this Plan in substitution for or in
      connection with an assumption of employee stock options, stock appreciation
      rights, restricted stock units, restricted stock or other stock-based awards
      granted by other entities to persons who are or who will become Eligible Persons
      in respect of the Group, in connection with a distribution, merger or other
      reorganization by or with the granting entity or an affiliated entity, or the
      acquisition by the Group, directly or indirectly, of all or a substantial part
      of the stock or assets of the employing entity. The awards so granted need
      not
      comply with other specific terms of this Plan, provided the awards reflect
      only
      adjustments giving effect to the assumption or substitution consistent with
      the
      conversion applicable to the Plan Shares in the transaction and any change
      in
      the issuer of the security. Any shares that are delivered and any awards that
      are granted by, or become obligations of, the Corporation, as a result of the
      assumption by the Corporation of, or in substitution for, outstanding awards
      previously granted by an acquired company (or previously granted by a
      predecessor employer (or direct or indirect parent thereof) in the case of
      persons that become employed by any member of the Group in connection with
      a
      business or asset acquisition or similar transaction) shall not be counted
      against the Share Limit or other limits on the number of Plan Shares available
      for issuance under this Plan.







**8.11**  ***Non-Exclusivity
      of Plan*** .
      Nothing
      in this Plan shall limit or be deemed to limit the authority of the Board or
      the
      Administrator to grant awards or authorize any other compensation, with or
      without reference to the Plan Shares, under any other plan or authority.





**8.12**  ***No
      Corporate Action Restriction*** .
      The
      existence of this Plan, the award agreements and the awards granted hereunder
      shall not limit, affect or restrict in any way the right or power of the Board
      or the shareholders of the Corporation to make or authorize: (a) any
      adjustment, recapitalization, reorganization or other change in the capital
      structure or business of the Corporation or any Subsidiary, (b) any merger,
      amalgamation, consolidation or change in the ownership of the Corporation or
      any
      Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior
      preference stock ahead of or affecting the capital stock (or the rights thereof)
      of the Corporation or any Subsidiary, (d) any dissolution or liquidation of
      the Corporation or any Subsidiary, (e) any sale or transfer of all or any
      part of the assets or business of the Corporation or any Subsidiary, or
      (f) any other corporate act or proceeding by the Corporation or any
      Subsidiary. No participant, beneficiary or any other person shall have any
      claim
      under any award or award agreement against any member of the Board or the
      Administrator, or the Corporation or any employees, officers or agents of the
      Corporation or any subsidiary, as a result of any such action.




**8.13**  ***Other
      Benefit and Compensation Programs*** .
      Payments and other benefits received by a participant under an award made
      pursuant to this Plan shall not be deemed a part of a participant’s compensation
      for purposes of the determination of benefits under any other employee welfare
      or benefit plans or arrangements, if any, provided by the Corporation or any
      Subsidiary, except where the Administrator expressly otherwise provides or
      authorizes in writing. Awards under this Plan may be made in addition to, in
      combination with, as alternatives to or in payment of grants, awards or
      commitments under any other plans or arrangements of the Corporation or the
      Subsidiaries.




IN
      WITNESS WHEREOF this Agreement has been executed on the 11 th day of
      October, 2007.




SIGNED
      by
      Joe Tai for and on behalf of


CHINESEWORLDNET.COM
      INC.





Authorized Signature:
            */s/
                Joe Tai*Name: Joe TaiTitle: CEO & President