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 ofDiscretion. 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 1, 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 (10th )
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
Awardsin 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 11th day of
October, 2008.




SIGNED by
Joe Tai for and on behalf of


CHINESEWORLDNET.COM
INC.





Authorized Signature:
                  
                  /s/
      Joe TaiName: Joe TaiTitle: CEO & President