EXHIBIT 99.A 2004 Stock Option Plan





EXHIBIT 99.A





SE GLOBAL EQUITIES CORP.

2004 STOCK OPTION PLAN


This 2004 Stock Option Plan (the "Plan") provides for the grant of options to
acquire common shares (the "Common Shares") in the capital of SE Global Equities
Corp., a corporation formed under the laws of the State of Minnesota (the
"Corporation"). Stock options ("Options") granted under this Plan will include:

	stock options that qualify under Section 422 of the Internal Revenue Code
  of 1986, as amended (the "Code"), which will be referred to in this Plan as
  "Incentive Stock Options"; and 
	stock options that do not qualify under Section 422 of the Code, which
  will be referred to in this Plan as "Non-Qualified Stock Options". 



1. PURPOSE 

	The purpose of this Plan is to retain the services of valued key employees
  and consultants of the Corporation and such other persons as the Plan
  Administrator shall select in accordance with Section 4 below, and to
  encourage such persons to acquire a greater proprietary interest in the
  Corporation, thereby strengthening their incentive to achieve the objectives
  of the shareholders of the Corporation, and to serve as an aid and inducement
  in the hiring of new employees and to provide an equity incentive to
  consultants and other persons selected by the Plan Administrator. 

  

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



2. ADMINISTRATION 


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

  

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

  

  
	The Committee shall have the powers and authority vested in the Board
  hereunder (including the power and authority to interpret any provision of the
  Plan or of any Option). The members of any such Committee shall serve at the
  pleasure of the Board. A majority of the members of the Committee shall
  constitute a quorum, and all actions of the Committee shall be taken by a
  majority of the members present. Any action may be taken by a written
  instrument signed by all of the members of the Committee and any action so
  taken shall be fully effective as if it had been taken at a meeting. 

 




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


i. construe and interpret this Plan; 

      

      ii. define the terms used in the Plan; 

      

      iii. prescribe, amend and rescind the rules and regulations relating to
      this Plan; 

      

      iv. correct any defect, supply any omission or reconcile any inconsistency
      in this Plan; 

      

      v. grant both Incentive Stock Options and Non-Qualified Stock Options
      under this Plan; 

      

      vi. determine the individuals to whom Options shall be granted under this
      Plan and whether 

      an Option is an Incentive Stock Option or a Non-Qualified Stock Option;

      

      vii. determine the time or times at which Incentive Stock Options and
      Non-Qualified Stock 

      Options shall be granted under this Plan; 

      

      viii. determine the number of Common Shares subject to each Incentive
      Stock Option or Non-

      Qualified Stock Option, the exercise price of each Incentive Stock Option
      or Non-

      Qualified Stock Option, the duration of each Incentive Stock Option or
      Non-Qualified 

      Stock Option and the times at which each Incentive Stock Option or
      Non-Qualified Stock 

      Option shall become exercisable; 

      

      ix. determine all other terms and conditions of the Incentive Stock
      Options and Non-

      Qualified Stock Options;

      

      x. make all other determinations and interpretations necessary and
      advisable for the 

      administration of the Plan;

      

      xi. All decisions, determinations and interpretations made by the Plan
      Administrator shall be 

      binding and conclusive on all participants in the Plan and on their legal
      representatives, 

      heirs and beneficiaries; and

      

      xii. All decisions, determinations, interpretations and actions involving
      a conflict of interests 

      between the Corporation and a Director of the Corporation shall be made or
      taken by the 

      Plan Administrator in accordance with Section 302A.255 of the Minnesota
      Business 

      Corporation Act. 

    
  


3. ELIGIBILITY 


	Incentive Stock Options may be granted to any individual who, at the time
  the Incentive Stock Option is granted, is an employee of the Corporation or
  any Related Corporation (as defined below) ("Employees"). 

  

  
	Non-Qualified Stock Options may be granted to Employees and to such other
  persons, including directors, officers and consultants of the Corporation or
  any Related Corporation, who are not Employees as the Plan Administrator shall
  select, subject to any Applicable Laws. 

  

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


2



	Any person to whom an Option is granted under this Plan is referred to as
  an "Optionee". Any person who is the owner of an Option is referred to as a
  "Holder". 

  

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

  



4. STOCK 


The Plan Administrator is authorized to grant Options to acquire up to a
total of up to 2,500,000 of the Corporation's Common Shares, provided
however, that the maximum number of Common Shares available for grant of
Incentive Stock Options under the Plan shall equal to 700,000 Common Shares. The
number of Common Shares with respect to which Options may be granted hereunder
is subject to adjustment as set forth in Section 6.1(m) hereof. In the event
that any outstanding Option expires or is terminated for any reason, the Common
Shares allocable to the unexercised portion of such Option may again be subject
to an Option granted to the same Optionee or to a different person eligible
under Section 4 of this Plan; provided however, that any cancelled Options will
be counted against the maximum number of shares with respect to which Options
may be granted to any particular person as set forth in Section 4 hereof. 


5. TERMS AND CONDITIONS OF OPTIONS 


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



  	Number of Shares and Type of Option. Each Agreement shall state
  the number of 

  Common Shares to which it pertains and whether the Option is intended to be an
  Incentive Stock Option or a Non-Qualified Stock Option; provided that:
  
    	the number of Common Shares that may be reserved pursuant to the
      exercise of Options

      granted to any person shall not exceed 1,500,000 Common Shares and the
      number of Common Shares that may be reserved pursuant to the exercise of
      Incentive Stock Options granted to any person shall not exceed 700,000
      Common Shares; 

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

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

 
	any portion of an Option which exceeds the Annual Limit shall not be
      void but rather shall be

      a Non-Qualified Stock Option. 


  

  

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

3





  	Option Price. Each Agreement shall state the price per Common
  Share at which it is exercisable. The Plan Administrator shall act in good
  faith to establish the exercise price in accordance with Applicable Laws; 
  provided that:
  
    	per share exercise price for an Incentive Stock Option or any Option
      granted to a "Covered Employee" as such term is defined for purposes of
      Section 162(m) of the Code shall not be less than the fair market value
      per Common Share at the Date of Grant as determined by the Plan
      Administrator in good faith;

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

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

 
	the per share exercise price for a Non-Qualified Stock Option shall
      not be less than 85% of the fair market value per Common Share traded
      through the facilities of Over-the-Counter Bulletin Board service of the
      National Association of Securities Dealers Inc., Nasdaq Small Cap Market,
      Nasdaq National Market or the American Stock Exchange (each a "Designated
      Exchange"), or if the Common Shares are not listed for trading on a
      Designated Exchange, through such other exchange or quotation system on
      which the Common Shares are listed or quoted for trading, at the Date of
      Grant, less any discount permitted by the Designated Exchange. 


  

  
	Duration of Options. At the time of the grant of the Option,
  the Plan Administrator shall designate, subject to Section 6.1(g) below, the
  expiration date of the Option, which date shall not be later than ten (10)
  years from the Date of Grant; provided, that: 
  
    	the expiration date of any Incentive Stock Option granted to a
      greater-than-ten percent (>10%) shareholder of the Corporation (as
      determined with reference to Section 424(d) of the Code) shall not be
      later than five (5) years from the Date of Grant; 

 
	so long as the Common Shares are traded on a Designated Exchange, all
      Options granted under this Section 6 shall expire not later than five (5)
      years from the Date of Grant; and 

 
	if the Common Shares are not traded on a Designated Exchange and in
      the absence of action to the contrary by the Plan Administrator in
      connection with the grant of a particular Option, and except in the case
      of Incentive Stock Options as described above, all Options granted under
      this Section 6 shall expire not later than ten (10) years from the Date of
      Grant. 


  

  
	Vesting Schedule. No Option shall be exercisable until it has
  vested. All Non-Qualified 

  Stock Options will vest at the Date of Grant thereof. The Plan Administrator
  shall specify the vesting schedule of an Incentive Stock Option at the Date of
  Grant 

4




  thereof prior to the provision of services with respect to which such
  Incentive Stock Option is granted; provided, that if no vesting
  schedule is specified at the time of grant, the Incentive Stock Option shall
  vest according to the following schedule:







  
  	
      Percentage of Total Incentive Stock Option Vested
	
      Number of Months

      Following Date of Grant

	
      30%
	
      6 Months

	
      40%
	
      12 Months

	
      30%
	
      18 Months



  






  The Plan Administrator may specify a vesting schedule for all or any
  portion of an Incentive Stock Option based on the achievement of performance
  objectives established in advance of the commencement by the Optionee of
  services related to the achievement of the performance objectives. Performance
  objectives shall be expressed in terms of objective criteria, including but
  not limited to, one or more of the following: return on equity, return on
  assets, share price, market share, sales, earnings per share, costs, net
  earnings, net worth, inventories, cash and cash equivalents, gross margin or
  the Corporation's performance relative to its internal business plan.
  Performance objectives may be in respect of the performance of the Corporation
  as a whole (whether on a consolidated or unconsolidated basis), a Related
  Corporation, or a subdivision, operating unit, product or product line of
  either of the foregoing. Performance objectives may be absolute or relative
  and may be expressed in terms of a progression or a range. An Incentive Stock
  Option that is exercisable (in full or in part) upon the achievement of one or
  more performance objectives may be exercised only following written notice to
  the Optionee and the Corporation by the Plan Administrator that the
  performance objective has been achieved.



	Acceleration of Vesting. The vesting of one or more
  outstanding Incentive Stock Options may be accelerated by the Plan
  Administrator at such times and in such amounts as it shall determine in its
  sole discretion.

  
	Term of Option 





    	Options that have vested shall terminate, to the extent not previously
      exercised, upon the occurrence of the first of the following events:
      	the expiration of the Option, as designated by the Plan
        Administrator in accordance with (d) in this section above; 
	the date of an Optionee's termination of employment or contractual
        relationship with the Corporation or any Related Corporation for cause
        (as determined by the Plan Administrator, acting reasonably); 
	the expiration of 30 days from the date of an Optionee's termination
        of employment or contractual relationship with the Corporation or any
        Related Corporation for any reason whatsoever other than cause, death or
        Disability (as defined below); or 
	
        the expiration of one year from termination of an Optionee's
        employment or contractual relationship by reason of death or the
        expiration of six months from termination of an Optionee's employment or
        contractual relationship by reason of Disability (as defined below). 

        

        



      
	Notwithstanding (g)(i) in this section above, any Options that have
      vested and which have been granted to the Optionee in the Optionee's
      capacity as a director of the Corporation or any Related Corporation shall
      terminate upon the occurrence of the first of the following events:
      	the event specified in (g)(i)(1) in this section above; 


      5



  






    
      	the date of an Optionee is removed as a director for cause (as
        determined by the Plan Administrator, acting reasonably); 
	the expiration of one year from the date of the death of the
        Optionee, or the expiration of six (6) months from cessation of the
        Optionee's service as a director of the Corporation or Related
        Corporation, as the case may be, by reason of Disability (as defined
        below); and 
	the expiration of 30 days from the date the Optionee ceases to serve
        as a director of the Corporation or Related Corporation, as the case may
        be, unless the Optionee continues to be engaged by the Corporation as an
        Employee, officer or consultant and in such case, the terms of the
        Option shall be governed by the provisions of (g)(i) of this section.
        

        


    

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

      

      
	For purposes of the Plan, unless otherwise defined in the Agreement,
      "Disability" shall mean medically determinable physical or mental
      disability which no accommodation otherwise required under the 
      Americans with Disabilities Act can be made and which has lasted or
      can be expected to last for a continuous period of not less than twelve
      (12) months or that can be expected to result in death. The Plan
      Administrator shall determine whether an Optionee has incurred a
      Disability on the basis of medical evidence acceptable to the Plan
      Administrator. Upon making a determination of Disability, the Plan
      Administrator shall, for purposes of the Plan, determine the date of an
      Optionee's termination of employment or contractual relationship. 

      

      
	Unless accelerated in accordance with (f) above in this section,
      unvested Incentive Stock Options shall terminate immediately upon:
      	if the Optionee is granted the Incentive Stock Options in his
        capacity as an Employee of the Corporation or a Related Corporation,
        termination of the Optionee's employment with the Corporation or the
        Related Corporation, as the case may be, for any reason whatsoever,
        including death or Disability; 
	if the Optionee is granted the Incentive Stock Options in his
        capacity as a consultant, termination of the consulting agreement
        between the Optionee and the Corporation or the Related Corporation, as
        the case may be, for any reason whatsoever; and 
	if the Optionee is granted the Incentive Stock Options in his
        capacity as a director or officer of the Corporation or a Related
        Corporation, the Optionee ceasing to be a director or officer of the
        Corporation or the Related Corporation, as the case may be. 

        

        


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


    6

  






  	Exercise of Options.



    	Options shall be exercisable, in full or in part, at any time after
      vesting, until termination. If less than all of the shares included in the
      vested portion of any Option are purchased, the remainder may be purchased
      at any subsequent time prior to the expiration of the Option term. Only
      whole shares may be issued pursuant to an Option, and to the extent that
      an Option covers less than one (1) share, it is unexercisable.

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


  


	Payment upon Exercise of Option. 



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





    	by delivering a properly executed exercise notice together with
      irrevocable instructions to a broker promptly to sell or margin a
      sufficient portion of the Common Shares and deliver directly to the
      Corporation the amount of sale or margin loan proceeds to pay the exercise
      price; or 

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


  




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

  

  
	Non-transferability of Options. Options granted under this
  Plan and the rights and privileges conferred by this Plan may not be
  transferred, assigned, pledged or hypothecated in any manner (whether by
  operation of law or otherwise) other than by will, by applicable laws of
  descent and distribution, and shall not be subject to execution, attachment or
  similar process. Upon any attempt to transfer, assign, pledge, hypothecate or
  otherwise dispose of any Option or of any right or privilege conferred by this
  Plan contrary to the provisions hereof, or upon the sale, levy or any
  attachment or similar process upon the rights and privileges conferred by this
  Plan, such Option shall thereupon terminate and become null and void.

7



	Securities Regulation and Tax Withholding 




    	Common Shares shall not be issued with respect to an Option unless the
      exercise of such Option and the issuance and delivery of such Common
      Shares shall comply with all Applicable Laws, and such issuance shall be
      further subject to the approval of counsel for the Corporation with
      respect to such compliance, including the availability of an exemption
      from prospectus and registration requirements for the issuance and sale of
      such Common Shares. The inability of the Corporation to obtain from any
      regulatory body the authority deemed by the Corporation to be necessary
      for the lawful issuance and sale of any Common Shares under this Plan, or
      the unavailability of an exemption from prospectus and registration
      requirements for the issuance and sale of any Common Shares under this
      Plan, shall relieve the Corporation of any liability with respect to the
      non-issuance or sale of such Common Shares. 

      

      
	By accepting an Option, the Optionee represents and agrees that none
      of the Common Shares purchased upon exercise of the Option will be
      distributed in violation of any Applicable Laws. As a condition to the
      exercise of an Option, the Plan Administrator may require the Holder to
      represent and warrant in writing at the time of such exercise that the
      Common Shares are being purchased only for investment and without
      then-present intention to sell or distribute such Common Shares. If
      necessary under Applicable Laws, the Plan Administrator may cause a
      stop-transfer order against such Common Shares to be placed on the stock
      books and records of the Corporation, and a legend indicating that such
      Common Shares may not be pledged, sold or otherwise transferred unless an
      opinion of counsel is provided stating that such transfer is not in
      violation of any Applicable Laws, may be stamped on the certificates
      representing such Common Shares in order to assure an exemption from
      registration. The Plan Administrator also may require such other
      documentation as may from time to time be necessary to comply with
      applicable securities laws. THE CORPORATION HAS NO OBLIGATION TO UNDERTAKE
      REGISTRATION OF OPTIONS OR THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF
      OPTIONS.

      

      
	
      The Holder shall pay to the Corporation by certified or cashier's
      check, promptly upon exercise of an Option or, if later, the date that the
      amount of such obligations becomes determinable, all applicable federal,
      state, local and foreign withholding taxes that the Plan Administrator, in
      its discretion, determines to result upon exercise of an Option or from a
      transfer or other disposition of Common Shares acquired upon exercise of
      an Option or otherwise related to an Option or Common Shares acquired in
      connection with an Option. Upon approval of the Plan Administrator, a
      Holder may satisfy such obligation by complying with one or more of the
      following alternatives selected by the Plan Administrator: 

 
	by executing appropriate loan documents approved by the Plan
        Administrator by which the Holder borrows funds from the Corporation to
        pay any withholding taxes due under (iii) above in this section, with
        such repayment terms as the Plan Administrator shall select; or 

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


      


  



  
    	The issuance, transfer or delivery of certificates representing Common
      Shares pursuant to the exercise of Options may be delayed, at the
      discretion of the Plan Administrator, until the Plan Administrator is
      satisfied that the applicable requirements of all Applicable Laws and the
      withholding provisions of the Code have been met and that the Holder has
      paid or otherwise satisfied any withholding tax obligation as described in
      (iii) above. 


  



	Adjustments Upon Changes In Capitalization 



	The aggregate number and class of shares for which Options may be
    granted under this Plan, the number and class of shares covered by each
    outstanding Option, and the exercise price per share thereof (but not the
    total price), and each such Option, shall all be proportionately adjusted
    for any increase or 



8




  
    decrease in the number of issued Common Shares of the Corporation
    resulting from: 

    	a subdivision or consolidation of shares or any like capital
      adjustment, or 
	the issuance of any Common Shares, or securities exchangeable for or
      convertible into Common Shares, to the holders of all or substantially all
      of the outstanding Common Shares by way of a stock dividend (other than
      the issue of Common Shares, or securities exchangeable for or convertible
      into Common Shares, to holders of Common Shares pursuant to their exercise
      of options to receive dividends in the form of Common Shares, or
      securities convertible into Common Shares, in lieu of dividends paid in
      the ordinary course on the Common Shares). 

      


  




	Except as provided in (iii) of this section hereof, upon a merger (other
    than a merger of the Corporation in which the holders of Common Shares
    immediately prior to the merger have the same proportionate ownership of
    common shares in the surviving corporation immediately after the merger),
    consolidation, acquisition of property or stock, separation, reorganization
    (other than a mere re-incorporation or the creation of a holding
    Corporation) or liquidation of the Corporation, as a result of which the
    shareholders of the Corporation, receive cash, shares or other property in
    exchange for or in connection with their Common Shares, any Option granted
    hereunder shall terminate, but the Holder shall have the right to exercise
    such Holder's vested Option immediately prior to any such merger,
    consolidation, acquisition of property or shares, separation, reorganization
    or liquidation, and to be treated as a shareholder of record for the
    purposes thereof, to the extent the vesting requirements set forth in the
    Option agreement have been satisfied.

    

    
	If the shareholders of the Corporation receive shares in the capital of
    another corporation ("Exchange Shares") in exchange for their Common Shares
    in any transaction involving a merger (other than a merger of the
    Corporation in which the holders of Common Shares immediately prior to the
    merger have the same proportionate ownership of Common Shares in the
    surviving corporation immediately after the merger), consolidation,
    acquisition of property or shares, separation or reorganization (other than
    a mere re-incorporation or the creation of a holding Corporation), all
    Options granted hereunder shall be converted into options to purchase
    Exchange Shares unless the Corporation and the corporation issuing the
    Exchange Shares, in their sole discretion, determine that any or all such
    Options granted hereunder shall not be converted into options to purchase
    Exchange Shares but instead shall terminate in accordance with, and subject
    to the Holder's right to exercise the Holder's Options pursuant to, the
    provisions of (ii) of this section. The amount and price of converted
    options shall be determined by adjusting the amount and price of the Options
    granted hereunder in the same proportion as used for determining the number
    of Exchange Shares the holders of the Common Shares receive in such merger,
    consolidation, acquisition or property or stock, separation or
    reorganization. Unless accelerated by the Board, the vesting schedule set
    forth in the option agreement shall continue to apply to the options granted
    for the Exchange Shares. 

    

    
	In the event of any adjustment in the number of Common Shares covered by
    any Option, any fractional shares resulting from such adjustment shall be
    disregarded and each such Option shall cover only the number of full shares
    resulting from such adjustment. 

    

    
	All adjustments pursuant to this section shall be made by the Plan
    Administrator, and its determination as to what adjustments shall be made,
    and the extent thereof, shall be final, binding and conclusive. 



9




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




6. EFFECTIVE DATE; AMENDMENT; SHAREHOLDER APPROVAL 

	Options may be granted by the Plan Administrator from time to time on or
  after the date on which this Plan is adopted by the Board (the "Effective
  Date"). 

  
	Unless sooner terminated by the Board, this Plan shall terminate on the
  tenth anniversary of the Effective Date. No Option may be granted after such
  termination or during any suspension of this Plan. 

  
	Any Incentive Stock Options granted by the Plan Administrator prior to the
  ratification of this Plan by the shareholders of the Corporation shall be
  granted subject to approval of this Plan by the holders of a majority of the
  Corporation's outstanding voting shares within twelve (12) months before or
  after the Effective Date. If such shareholder approval is sought and not
  obtained, all such Incentive Stock Options granted prior thereto and
  thereafter shall be considered Non-Qualified Stock Options and any such
  Incentive Stock Options granted to Covered Employees will not be eligible for
  the exclusion set forth in Section 162(m) of the Code with respect to the
  deductibility by the Corporation of certain compensation. 



7. NO OBLIGATIONS TO EXERCISE OPTION 


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


8. NO RIGHT TO OPTIONS OR TO EMPLOYMENT 


Whether or not any Options are to be granted under this Plan shall be
exclusively within the discretion of the Plan Administrator, and nothing
contained in this Plan shall be construed as giving any person any right to
participate under this Plan. The grant of an Option shall in no way constitute
any form of agreement or understanding binding on the Corporation or any Related
Corporation, express or implied, that the Corporation or any Related Corporation
will employ or contract with an Optionee for any length of time, nor shall it
interfere in any way with the Corporation's or, where applicable, a Related
Corporation's right to terminate Optionee's employment at any time, which right
is hereby reserved. 


9. APPLICATION OF FUNDS 


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


10. INDEMNIFICATION OF PLAN ADMINISTRATOR 


In addition to all other rights of indemnification they may have as members
of the Board, members of the Plan Administrator shall be indemnified by the
Corporation for all reasonable expenses and liabilities of any type or nature,
including attorneys' fees, incurred in connection with any action, suit or
proceeding to which they or any of them are a party by reason of, or in
connection with, this Plan or any Option granted under this Plan, and against
all amounts paid by them in settlement thereof (provided that such 

10



settlement is approved by independent legal counsel selected by the
Corporation), except to the extent that such expenses relate to matters for
which it is adjudged that such Plan Administrator member is liable for willful
misconduct; provided, that within fifteen (15) days after the institution of any
such action, suit or proceeding, the Plan Administrator member involved therein
shall, in writing, notify the Corporation of such action, suit or proceeding, so
that the Corporation may have the opportunity to make appropriate arrangements
to prosecute or defend the same. 



11. AMENDMENT OF PLAN 


The Plan Administrator may, at any time, modify, amend or terminate this Plan
or modify or amend Options granted under this Plan, including, without
limitation, such modifications or amendments as are necessary to maintain
compliance with the Applicable Laws. The Plan Administrator may condition the
effectiveness of any such amendment on the receipt of shareholder approval at
such time and in such manner as the Plan Administrator may consider necessary
for the Corporation to comply with or to avail the Corporation and/or the
Optionees of the benefits of any securities, tax, market listing or other
administrative or regulatory requirements. 

Effective Date: January 22, 2004

11